DOUBLETALK, LLC CUSTOMER AGREEMENT TERMS AND CONDITIONS

1. PAYMENT AND CREDIT. Unless any invoice provided by DOUBLETALK, LLC, a California limited liability company ("DOUBLETALK") states otherwise, payment for all purchases of any goods, materials, works, writings, services, seminars or workshops (collectively, "Products") are due at time of sale. Customer agrees to a finance charge on the amount of any unpaid balance hereunder at the rate of 1½% per month.
2. DISCLOSURE AND ACKNOWLEDGEMENT. DOUBLETALK, inclusive of its members, managers, officers, agents and assigns, herewith represents and informs Customer that it is not a licensed medical provider and is neither governed by medical licensure requirements contained in California's Business and Professions Code at Sections 2080 et seq., nor the California Medical Board Regulations codified at Title 16, Division 13 of the California Code of Regulations. Customer acknowledges and agrees that DOUBLETALK is precluded from providing any medical evaluation or consultation. Customer acknowledges that DOUBLETALK has advised him/her that in the event that his/her child appears to be and/or is suffering from any medical condition, Customer should and will immediately seek the assistance of a licensed medical professional. Customer further and acknowledges and represents that he/she will consult with a pediatrician prior to heeding any advice or consultation provided by DOUBLETALK.
3. TAXES. The prices quoted to Customer may be subject to any addition which may be necessary to cover any tax or charge now existing or hereafter imposed by Federal, State, Municipal or other taxing authorities on this transaction and/or the Products provided in conjunction therewith.
4. ADDITIONAL TERMS AND CONDITIONS. DOUBLETALK shall not be bound by any communication from Customer which attempts to impose upon DOUBLETALK any obligations or conditions which are different from, or additional to the terms and conditions hereof. Customer's acceptance of this CUSTOMER AGREEMENT is limited to these terms and conditions.
5. CANCELLATION. Customer represents, acknowledges, and agrees that all transactions are final. Customer shall not be entitled to the return of any funds delivered to DOUBLETALK for the purchases of any Products hereunder.
6. LOSS, DAMAGE OR DELAY. DOUBLETALK shall not be liable for loss, damage, detention or delay resulting from the causes beyond its reasonable control.
7. WARRANTY. DOUBLETALK herewith disclaims any and all express and/or implied warranties with respect to any and all Products provided by DOUBLETALK to Customer. DOUBLETALK disclaims all warranties, whether statutory, express or implied, including any warranties of merchantability and fitness for a particular purpose, none of which shall apply to the sale of any Products to Customer hereunder.
8. ASSIGNMENT OF RIGHTS. DOUBLETALK herewith represents and informs Customer that DOUBLETALK may take photographs and/or video recordings of Customer and/or Customers' minor children (collectively, "Recordings"). Customer acknowledges this disclosure by DOUBLETALK and hereby grants to DOUBLETALK the right to take or make any and all such Recordings. Customer represents and agrees that he/she shall have no rights in and to any Recordings taken by DOUBLETALK. Further, Customer assigns all rights, title and interest in and to any and all Recordings to DOUBLETALK. Customer herewith authorizes DOUBLETALK to use any and all Recordings in any of DOUBLETALK's marketing materials, advertisements, presentation materials, literature and any other writings or work product produced by DOUBLETALK. Customer acknowledges that DOUBLETALK shall have no obligation to inform Customer of DOUBLETALK's use of any and all Recordings.
9. LIMITATION OF LIABILITY. DOUBLETALK SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, EXPENSE OR DAMAGE CAUSED BY, CONTRIBUTED TO OR ARISING OUT OF THE ACTS OR OMISSIONS OF DOUBLETALK, CUSTOMER OR THIRD PARTIES, WHETHER NEGLIGENT OR OTHERWISE. IN NO EVENT SHALL DOUBLETALK'S LIABILITY FOR ANY CAUSE OF ACTION WHATSOEVER EXCEED THE COST OF THE PRODUCTS GIVING RISE TO THE CLAIM, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. IN NO EVENT SHALL DOUBLETALK BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER SUCH INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES) WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.
10. RETENTION OF RIGHTS. Customer represents, acknowledges and agrees that DOUBLETALK shall retain any and all intellectual property rights inclusive of copyright and trademark rights related to any and all Products provided by DOUBLETALK to Customer. Customer shall not have any right to copy, distribute, display, transmit, and/or publish any Products provided by DOUBLETALK to Customer. Customer further represents and agrees that the delivery of any of the Products shall not constitute the granting of any license related to the Products provided by DOUBLETALK to Customer.
11. HOLD HARMLESS. Customer shall, defend, indemnify and hold harmless DOUBLETALK, including DOUBLETALK's agents, successors, assigns, officers, shareholders, directors, members or managers (collectively, "DOUBLETALK Indemnitees"), to the fullest extent permitted by law, if any DOUBLETALK Indemnitee was or is or becomes a party to or witness or other participant in, or are threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that any DOUBLETALK Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "Claim") by reason of (or arising in part out of) any event or occurrence related to or arising out of this Agreement, from the utilization or implementation of any recommendations, instructions or counsel provided by DOUBLETALK to Customer, and/or arising from any negligence of Customer and his/her agents (hereinafter each an "Indemnifiable Event") from and against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), and the enforcement of this indemnity obligation or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the DOUBLETALK Indemnitee, which approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on any of DOUBLETALK Indemnitees as a result of the actual or deemed receipt of any payments under this Agreement (hereinafter collectively, "Expenses"), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment of Expenses shall be made by Customer as soon as practicable, but in any event no later than twenty (20) days after written demand by an DOUBLETALK Indemnitee is therefor presented to Customer.
12. DISPUTES.
    1. Mediation. Before invoking the Court Action dispute mechanism set forth in paragraph 12 (b) of this Agreement, the parties shall first participate in mediation of any dispute arising under this Agreement (whether contract, tort or both). The mediator shall be a retired judge or practicing attorney agreed upon by the parties. Mediation shall be held in Contra Costa County, California. The mediation shall be conducted according to the rules of Judicial Arbitration and Mediation Services ("JAMS"). The cost of the mediation shall be borne by the parties equally. At least ten (10) business days before the date of the mediation, each side shall provide the mediator with a statement of its position and copies of all supporting documents. Each party shall send to the mediation a person who has authority to bind the party. If the subject dispute will involve third parties, such as insurer, subconsultants, agents, contractors or subcontractors, they shall also be asked to participate in the mediation. If a party has participated in the mediation and is dissatisfied with the outcome, that party may invoke the dispute resolution provisions set forth in paragraph 12 (b) of this Agreement. If any party commences a court action based on a dispute or claim to which this paragraph 12 (a) applies without first attempting to resolve the matter through mediation, then in the discretion of the judge, that party shall not be entitled to recover attorneys' fees even if they would otherwise be available to that party in such court action.
    2. Court Action. Any dispute or claim in law or equity between the parties arising out of this Agreement which has not settled through mediation as provided in paragraph 12 (a) of this Agreement, shall be decided and adjudicated through court action in a court of competent jurisdiction.
13. REFUNDS, CREDITS AND EXCHANGES. No refunds, credits or exchanges will be accepted or granted by DOUBLETALK without written authorization by DOUBLETALK.
14. GENERAL PROVISIONS.
    1. Entire Agreement. This Agreement represents the entire agreement between the parties in connection with the transactions contemplated hereby and the subject matter hereof and this Agreement supersedes and replaces any and all prior and/or contemporaneous agreements, understandings and communications between the parties, whether oral or written, with regard to the subject matter hereof. There are no oral or written agreements, representations or inducements of any kind existing between the parties relating to this transaction which are not expressly set forth herein.
    2. Attorneys' Fees. If DOUBLETALK or Customer bring(s) any legal action arising out of any provision of this Agreement, the prevailing party in the litigation shall be entitled to recover reasonable attorneys' fees from the other party, in addition to any other relief that may be granted to such prevailing party.
    3. Notices. Any notice required or permitted to be given under this Agreement shall be written, and may be given by personal delivery, by facsimile transmission or by registered or certified mail, first-class postage prepaid, return receipt requested. Notice shall be deemed given upon actual receipt in the case of personal delivery, or upon mailing. Mailed notices shall be addressed as set forth on the front page of this Agreement.
    4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
    5. Agreement Construction. The Parties acknowledge that this Agreement, as executed, is a product of negotiation between the parties and that it shall be construed fairly, and in accordance with its terms, and shall not be construed for or against either party. No inferences as to the intention of the parties shall arise from the deletion of any language or provision of this Agreement.
    6. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been part of the Agreement.
    7. Rights And Remedies. Duties and obligations imposed by this Agreement and rights and remedies available hereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law.
    8. Waiver. No waiver by any party, at any time, of any breach of any provision of this Agreement shall be deemed a waiver or a breach of any other provision herein or a consent to any subsequent breach of the same or another provision. If any action by any party shall require the consent or approval of another party, such consent or approval of such action on any one occasion shall not be deemed a consent to or approval of such action on any subsequent occasion or a consent to or approval of any other action.
    9. Captions And Headings. The captions and the paragraph numbers appearing in this Agreement are inserted only as a matter of convenience and do not define, limit, construe or describe the scope or intent of this Agreement.
    10. Time Of Essence. Time is of the essence with respect to all matters contained in this Agreement.
    11. No Third-Party Beneficiary Rights. This Agreement is entered into for the full benefit of DOUBLETALK and CUSTOMER and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
    12. Binding Effect. This Agreement shall be binding upon and enure to the benefit of the parties hereto, their respective heirs, legal representatives, administrators, successors-in-interest and assigns.
    13. Assignment. No party to this Agreement shall assign any right or interest arising under this Agreement without the prior written consent of the other parties to this Agreement.
    14. Read and Accept. Customer acknowledges that he/she has read, and that he/she accepts, this Agreement and agrees to be bound by its terms.