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TERMS OF USE

The Effective Date of these Terms of Use is July 17th, 2009.

IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE ("TERMS") BEFORE USING THIS SITE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. These Terms only apply to NameThisApp.com (the "Web Site"), which is owned or controlled by NameThisApp, LLC ("Company" or "we," "our," or "us"), and other interactive features, applications or downloads that are owned or controlled by Company that post these Terms (collectively, the Web Site and the interactive features, applications or downloads that post these Terms are referred to herein as the "Site"). These Terms govern your use of the Site. These Terms do not apply to any other web site or any offline activities by Company (unless specifically stated). You agree to these Terms by accessing or using the Site. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITE.

In some instances, both these Terms and a separate terms of service or guidelines document setting forth additional conditions may apply to a service offered via the Site ("Additional Terms"). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Please also review the terms of the Site's Privacy Policy.

SUMMARY OF KEY TERMS

It is important that you read all of these Terms. However, here are some of the big picture issues:

OWNERSHIP OF SITE MATERIALS

Unless otherwise explicitly specified, this Site and all materials that are included in or are otherwise a part of the Site (including past, present and future versions), including, without limitation: graphics; layout; text; instructions, images; audio; videos; designs; advertising copy; trademarks; logos; domain names; trade names; service marks and trade identities; any and all copyrightable material (including source and object code); the "look and feel" of the Site; the compilation, assembly and arrangement of the materials of the Site; and all other materials related to the Site (collectively, the "Materials") are owned, controlled or licensed by Company, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties.

The entire contents of the Site (including the Materials) are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Without limitation, Company owns a copyright in the selection, coordination, arrangement and enhancement of the Materials on the Site. Third-party content providers own the copyright in content that is original to them. "NameThisApp" as well as other marks that may appear on the Site, are the service and trademarks of Company. Without Company's prior written permission, you agree not to display or use, in any manner any such marks and all goodwill associated with any use by you thereof will inure exclusively to Company or their respective owners. The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express permission of Company, unless and except as is expressly provided in these Terms. Any unauthorized use of the Materials is prohibited. You agree to abide by any and all additional copyright notices, information or restrictions contained in any part of the Site.

YOUR LICENSE TO USE MATERIALS ON OUR SITE

Subject to your strict compliance with these Terms, Company grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to download, display, view, use and/or play a single copy of the Materials (excluding source and object code) on any single computer for your personal, non-commercial use only; provided that: (a) you keep intact all trademark, copyright and other proprietary notices contained in the Materials or any copy you may make of the Materials; (b) you do not use the Materials in a manner that suggests an association with any of our products, services or brands; (c) you make no modifications to the Materials; (d) you do not allow or aid or abet any third party (whether or not for your benefit): (i) to copy or adapt the source or object code of any Site's software, HTML, JavaScript or other code; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that the Site creates to generate its web pages or any software or other products or processes accessible through the Site; and (e) you do not insert any code or product to manipulate the Materials in any way that affects any user's experience.

You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard search engine or activity or use of a standard internet browser), nor will you (b) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Materials in any way for any public or commercial purpose except as specifically permitted by these Terms or Company.

INFRINGEMENT

You may not use the Site for any purpose or in any manner that infringes the rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA") (text at http://www.copyright.gov), Company has a designated agent for receiving notices of copyright infringement and Company follows the notice and take down procedures of the DMCA. You may file such notices pursuant to our Digital Millennium Copyright Act Notice and Policy set forth at Infringements. Other infringements and violations may be brought to our attention by e-mailing contact@namethisapp.com. In appropriate circumstances, user accounts, and/or User Content, may be suspended, terminated, obscured and/or deleted for violations of law and/or these Terms, including, without limitation, copyright infringement. More information on copyrights is included in the FAQ section of our Digital Millennium Copyright Act Notice and Policy set forth at Infringements.

INFORMATION/CONTENT YOU SUBMIT

The Site may provide you and others with the opportunity to participate in forums, blogs, message boards, social networking, social communities and other communication functionality and may provide you with the opportunity, through such features or otherwise, to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Company, the Site or third parties, including, without limitation, photographs, writings, music, video, audio recordings, computer graphics, pictures, data, questions, comments, suggestions or personally identifiable information (collectively, "User Content").

Except as otherwise described in the Site's posted Privacy Policy, or other agreement on the Site at which you provide your User Content, you agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned. You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant Company these licenses. Upon Company's request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with these Terms. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of User Content or other information may not be secure, and you should consider this before submitting any information, including without limitation, User Content to Company, the Site or third parties.

Except as otherwise described in an agreement on the Site at which you provide your User Content (such as a contest official rules, which shall govern the submission of your content), you grant to Company the unrestricted, unconditional, non-exclusive, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sublicense, display, perform, transmit, publish, broadcast, modify, reformat, translate archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content for any purpose whatsoever in all formats; on or through any media, software, formula or medium now known or hereafter developed; and with any technology or devices now known or hereafter developed and to advertise, market and promote the same. You further agree that Company is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Site or Company, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such User Content; or creating informational articles based on or advertising our products and services, and without remuneration of any kind. You further perpetually and irrevocably grant Company the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation or remuneration to you. You also grant to Company the right to sublicense and authorize others to exercise any of the rights granted to Company under these Terms; and each such third party will be entitled to benefit from the rights and licenses granted to Company under these Terms. You further authorize Company to publish your User Content in a searchable format that may be accessed by users of the Site and the Internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

You agree that Company has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees' licensed rights to your User Content.

You further acknowledge and agree that Company will not have any obligation to, but may review, monitor, display, accept or exploit any User Content and Company may, in its sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice or liability; provided, however, that Company reserves the right to treat User Content on the Site, or on certain portions of the Site, as content stored at the direction of users for which Company will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth below in our Community Usage Rules when notice of such violations are directed to Company's attention. Such User Content posted at your or other users' direction need not, however, be maintained on the Site by us for any period of time and you will not have the right, once posted, to access, archive, maintain or otherwise use such User Content on the Site. You agree and understand that Company is not obligated to use User Content and that you will not receive any consideration or compensation for your User Content or for any exploitation of it.

ACCEPTABLE USE POLICY: COMMUNITY USAGE RULES

As a user of the Site, you agree that these Community Usage Rules ("Rules") are here to help you understand the conduct that is expected of members of the Company online community ("Community"). Your participation in the Community is subject to all the Terms, including these Rules. Please follow these Rules as you upload any User Content, comment, reply, and create forum discussions with other members of the Community (collectively "Content"):

MEMBERSHIP & REGISTRATION

In order to access or use certain areas or features of the Site, you will have to become a registered user and create a unique personal profile (the "Profile Page"), which will allow you to participate in certain features or access certain Materials or User Content. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain Materials or User Content or participate in certain features of the Site. When you provide information to the Site, you agree to provide only true, accurate, current and complete information about you as may be prompted by any registration forms of the Site and, if such information changes, you will promptly update the relevant registration information, including on your Profile Page.

During registration, you will create a user name and password (a "Membership"), which may permit you access to certain areas of the Site not available to non-registered users, including your settings for your Profile Page. If you register with us, you agree to accept responsibility for all activities that occur under your account or password, if any, and you agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer (or other internet access device, as applicable) so that others may not access the password protected portion of the Site using your name in whole or in part. Company reserves the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability. You agree to notify us immediately of any breach of security or unauthorized use of your Membership.

Your Profile Page may not include any form of prohibited Content, as outlined above. Without limiting the foregoing, Profile Pages may not include commercial content, and cannot be used to promote a business or conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests or other promotions absent our prior written consent. Despite this prohibition, information, materials, products or services provided by other users (for instance, in their profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate these Terms, and we assume no responsibility or liability for this material. Profile Pages may only be set up by an authorized representative of the individual that is the subject of the Profile Page. We do not review Profile Pages to determine if they were created by an appropriate party, and we are not responsible for any unauthorized Profile Pages that may appear on the Site.

YOUR WARRANTIES

You represent and warrant that: (i) you are at least eighteen (18) years of age and you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms; (ii) all information you provide to Company is true, accurate, complete and current; and (iii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms. You also agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and you will be responsible for all charges related thereto.

USER INTERACTIONS AND DISPUTES

You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.

PROMOTIONS

The Site may contain or offer contests, sweepstakes or other promotions, which may be governed by a separate set of rules that describe the contest, sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor's requirements of you in connection with the applicable contest, sweepstakes or promotion.

THIRD PARTY LINKS AND CONTENT

There may be links from the Site, or communications you receive from the Site, to third party web sites or our Site may include third party content that we do not control, maintain or endorse. Accessing those third party sites requires you to leave the Site. We do not control those third party sites or any of the content contained therein and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites, including, without limitation, their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising from those third parties or their sites. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. COMPANY ENCOURAGES YOU TO REVIEW ALL POLICIES, RULES, TERMS AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF SERVICE OF EACH AND ANY THIRD PARTY SITE THAT YOU VISIT.

LINKING POLICY

Company grants you the revocable permission to link to the Site; provided, however, that your web site, or any third party web sites that link to the Site: (a) must not frame or create a browser or border environment around any of the content on the Site or otherwise mirror any part of the Site; (b) must not imply that Company or the Site is endorsing or sponsoring it or its products, unless Company has given its prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in Company's sole opinion, harm Company or its products or services; (d) must not use any Company trademarks without the prior written permission from Company; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Company's sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Site, you agree that you do and will continue to comply with the above linking requirements.

Notwithstanding anything to the contrary contained in these Terms, Company reserves the right to prohibit linking to the Site for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.

MOBILE

The Site offers features and services that are available to you via your mobile phone. These features and services may, include, without limitation, the ability to upload content to the Site, receive messages from the Site, download applications to your mobile phone or access Site features (collectively, the "Mobile Features"). Standard messaging, data and other fees may be charged by your carrier. Fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. The instructions will typically require you to text a keyword (e.g., "STOP," "CANCEL," "END," "UNSUBSCRIBE," "QUIT," etc.) to the applicable shortcode for the Mobile Feature.

You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Company or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify Company of any changes to your mobile number and update your account(s) on the Site to reflect this change.

SUBSCRIPTIONS

The subscription services on the Site require you to pay a fee as described in the specific conditions included where those services are offered. Regardless of the type of subscription you purchase, you agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Company does not provide price protection or refunds in the event of a price drop or promotional offering. We may occasionally offer promotional trial subscriptions to a subscription service on the Site for free or at special discounted prices. If you sign up for a trial subscription, your subscription will be either 1) automatically renewed at the normal subscription rate in effect at the end of the trial period, unless you cancel at the required time before the end of the trial period; or 2) terminated, unless you successfully sign up for a paid subscription, depending on the terms of your trial subscription. If you have subscribed to a paid service on the Site, then by so subscribing you are entering into a legal and binding agreement between yourself, as an end user, and Company to purchase that subscription.

Unless otherwise disclosed to you at the time of the transaction, you must use a major credit card in order to register for a paid service. You hereby authorize us to charge your credit card to pay for your initial service subscription. All sales are final. Unless otherwise disclosed to you at the time of the transaction or unless your subscription is for services on your wireless device, you may cancel the renewal of your subscription not less than ten (10) days prior to its renewal date by: using the cancellation web page: http://www.namethisapp.com/cancel/. Once subscription fees have been charged to your credit card, they are nonrefundable. Only in cases of fraud demonstrated to Company's satisfaction will subscription payments be refunded. You agree to pay all fees and charges that you incur through your account, including, but not limited to, applicable taxes. You will also be responsible for charges for any products or services that you purchase that are offered for sale through the Site. In addition, you are also responsible for paying any amounts billed to your credit card by someone who uses your card without your permission, even if your credit card company does not cover such costs. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon our demand. Your credit card issuer agreement governs your use of your designated credit card in connection with the services, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder.

SOFTWARE AND OTHER ITEMS AVAILABLE FOR DOWNLOAD

Any items that we make available for download or use from the Site and/or our servers (the "Downloadable Items") are the copyrighted work of Company or its licensors or suppliers. Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT APPLICABLE TO SUCH DOWNLOADABLE ITEMS. Note that if you install certain applications that may be available via the Site, you consent to the download of software to your computer and accept these Terms and any Additional Terms related to such application.

DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY AND ITS PARENT, SUBSIDIARIES OR AFFILIATES AND EACH OF THEIR EMPLOYEES; DIRECTORS; OFFICERS; MEMBERS; MANAGERS; SHAREHOLDERS; AGENTS; VENDORS; AND CONTRACTORS (COLLECTIVELY, THE "COMPANY PARTIES") MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITE; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITE; (C) THE DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITE; (F) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE SITE; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO COMPANY OR VIA THE SITE. IN ADDITION, THE COMPANY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE COMPANY PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE COMPANY PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITE IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE IS AT YOUR SOLE RISK. THE COMPANY PARTIES DO NOT WARRANT THAT YOUR USE OF THIS SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE COMPANY PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THESE TERMS.

BY ACCESSING OR USING THE SITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.

THE COMPANY PARTIES DO NOT ENDORSE THE USER CONTENT, IS NOT RESPONSIBLE FOR THE USER CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, PERSONS WHO MAY USE OR RELY ON SUCH USER CONTENT) FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT OBTAINED THROUGH THE SITE.

DISCLAIMERS/LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SITE; (B) THE MATERIALS; (C) THE DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE COMPANY PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE SITE'S TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, MOBILE DEVICE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE). IN NO EVENT WILL THE COMPANY PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE COMPANY PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED TEN DOLLARS ($10.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF COMPANY'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE COMPANY PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE COMPANY PARTIES.

BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

INDEMNIFICATION

You agree to defend, indemnify and hold the Company Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys' fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) User Content; (b) your use of the Site or activities in connection with the Site; (c) your breach or anticipatory breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the Company Parties' use of your information. You will cooperate as fully required by the Company Parties in the defense of any claim.Notwithstanding the foregoing, the Company Parties retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action which are brought against them herein under the terms and provisions of this Section. The Company Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Company Parties.

TERM AND TERMINATION

Company reserves the right to terminate your access to and use of the Site in its sole discretion, without notice and liability, including, without limitation, if Company believes your conduct fails to conform with these Terms. Company also reserves the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any e-mails you send to the Site or Company. Any violation of these Terms may be referred to law enforcement authorities.

Upon termination of your access to the Site, or upon demand from Company, all rights granted to you under these Terms will cease immediately, and you agree that you will: (a) immediately discontinue use of the Site; and (b) destroy all materials obtained from the Site and all related documentation.

LOCATION OF SITE AND TERRITORIAL RESTRICTIONS

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Company controls and operates the Site from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing the Site from other locations does so on their own initiative and are responsible for compliance with United States', and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

Software related to or made available by this Site may be subject to United States export controls. Thus, no software from this Site may be downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.

GOVERNING LAWS; JURISDICTION; ARBITRATION

The Terms shall be governed by and construed in accordance with the internal laws of the United States and the State of California governing contracts entered into and to be fully performed in the state of California (i.e., without regard to conflict of laws provisions) regardless of your location. You acknowledge that the rights granted and obligations made hereunder to Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm Company and which cannot be replaced by monetary damages alone so that Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for money damages (if any). Except with respect to the interpretation, protection or enforcement of Company's claimed intellectual property rights or right to seek injunctive relief (which will only be subject to arbitration if the parties mutually agree), you agree that any suit, action or proceeding arising out of or relating to these Terms or the Site (including, without limitation, statutory, equitable or tort claims) shall be resolved solely by binding arbitration before a sole arbitrator under the rules and regulations of the American Arbitration Association ("AAA"). The arbitration shall be held in Los Angeles, California. The arbitrator shall apply the substantive laws of the State of California, shall issue a written decision, and shall have the power to award any legal remedies consistent with this Agreement except for punitive, exemplary or special damages. The parties expressly incorporate into these Terms the terms of California Code of Civil Procedure Sections 1283 and 1283.05 pertaining to pre-hearing discovery. The parties will split the arbitrator's fee; provided, however, if applicable law requires Company to pay the arbitrator's fee in order for the arbitration provision to be enforceable, Company shall have the discretion to elect to pay such fees and proceed to arbitration. You agree that the provisions in this paragraph will survive any termination of your account(s). You irrevocably agree that any and all disputes, claims and causes of action you may have in connection with or related to the Site will be resolved individually, without resort to any form of class action. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO ANY SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

MISCELLANEOUS

The failure of Company to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Company's rights with respect to such breach or any subsequent breaches. No waiver by Company of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized office of Company. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. Company may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without Company's prior written consent. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against Company by virtue of having drafted them

ENTIRE AGREEMENT, TERMINATION AND MODIFICATIONS

Company reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any materials, information or content available on the Site, without limitation, in whole or in part, including the cessation of all activities associated with the Site, with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or any part thereof. Company also reserves the right to charge for use of the Site, in whole or in part, and to change its fees from time-to-time in its discretion.

Company reserves the right to modify or add to these Terms at any time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on this Site so that they are accessible via a link on the home page, and that your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward.

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