GENERAL TERMS

COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

(a) Termination of Repeat Infringers. The Company respects the intellectual property rights of others and expects users of the Service to do the same. Pursuant to 17 USC 512(i) of the United States Copyright Act, the Company has adopted and implemented a policy that provides for the termination of users who are determined to be repeat infringers. The Company may terminate access for participants or users who it believes are infringing the protected third-party content, without the necessary rights and permissions.

(b) DMCA Takedown Notices. If you are a copyright owner or an agent thereof and believe in good faith that any material provided on the Service infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 USC 512) (“DMCA”) by sending the following information in writing to the Company’s designated copyright agent at [email protected]:

The date of your notification;

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

A description of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) Counter-Notifications. If you believe that your User Content which was removed is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information provided above:

Your physical or electronic signature;

A description of the content that has been removed and the location at which the content appeared before it was removed;

A statement made under penalty of perjury that you have a good faith belief that the content was removed as a result of mistake or misidentification of the content; and

Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Company’s copyright agent, the Company may send a copy of the counter-notice to the original complaining party informing that person that the removed content may be restored within 10 business days. Unless the copyright owner, the copyright owner’s agent, or pursuant to the law, files an action seeking a court order against the content provider, member, or user, the removed content may (in the Company’s discretion) be replaced within 10 to 14 business days or more after receipt of the counter-notice.

LICENSING

By publishing any User Content through the Service, you hereby grant to the Company a non-exclusive, sublicensable, transferable, irrevocable, worldwide, royalty-free license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology known or later developed, solely in connection with the Service, for the duration of the protection of such rights, and to grant and authorize sublicenses of the foregoing.

INTELLECTUAL PROPERTY

You acknowledge and agree that all intellectual property rights in and to the Service, including valid copyrights, trademarks, and other proprietary rights, are owned by us and our licensors. Other product and company names mentioned in the Service may be trademarks of their respective owners. All rights not expressly granted under this Agreement are reserved by us.

NOTICES THROUGH EMAIL NOT ACCEPTABLE

Communications made through the email and messaging system of the Service shall not constitute legal notice to the Company or any of its officers, employees, agents, or representatives in any situation where notice to the Company is required by contract or any law or regulation.

PERMISSION FOR RECEIVING COMMUNICATIONS IN ELECTRONIC FORM

For the purposes of this Agreement, (a) you agree to receive communications in electronic form through the email address you have provided to the Company; and (b) you acknowledge that all legal requirements that such communications be in writing are met by electronic communications of all Terms of Use, contracts, notices, disclosures, and other communications provided to you by the Company. The foregoing does not affect your non-waivable rights.

We may also use your email address to send you messages about the Company and special offers, among other messages. You can opt out of these emails by changing your account settings or by sending an email to [email protected].

Unsubscribing may prevent you from receiving messages from the Company or special offers.

DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY WARRANTIES, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, SECURITY, ACCURACY, AND NON-INFRINGEMENT WARRANTIES, WITHOUT LIMITATION. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE COMPLETENESS, RELIABILITY, SECURITY, OR ACCURACY OF THE SERVICE. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT THE ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF FILES, INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED FROM OR THROUGH THE SERVICE. CERTAIN JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF DAMAGES; RELEASE

To the extent permitted by applicable laws, the Company, its affiliates, officers, employees, licensors, or partners shall in no event be liable to you for any incidental, indirect, or consequential damages, or for any loss of profit, use, or data, arising out of or in connection with: (a) the use, disclosure, or display of your User Content; (b) your use or inability to use the Service; (c) the Service and the software or systems that make the Service available; or (d) any interactions between you and other users of the Service, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not the Company was informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.

If you have a dispute with one or more users, restaurants, or merchants that you encounter through a product or service reviewed by using the Service, you hereby release us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

MODIFICATION OF TERMS OF USE

We may modify these Terms of Use at any time, and in such case, we will update these Terms of Use accordingly. It is entirely your responsibility to periodically check the Site for such changes in these terms. If you continue to use the Site, you indicate your acceptance of the revisions we make to these Terms of Use. However, we will notify you of any substantial changes to the terms by posting a notice on our homepage and/or sending you an email to the email address you provided during registration. You must keep your contact and profile information current for this reason. Any changes to these Terms (other than as provided in this paragraph) or waiver of the Company’s rights hereunder shall not be valid or effective except in writing signed by an authorized representative of the Company.

GENERAL TERMS

If any portion of this Agreement is deemed invalid or unenforceable, that portion will be interpreted in accordance with applicable law and the remaining portions will remain in full force and effect. The Company’s failure to enforce any provision of this Agreement shall not be construed as a waiver of such provision. Our rights under this Agreement will survive any termination of this Agreement.

You agree that any cause of action arising out of or related to your relationship with the Company or arising out of or related to this Agreement must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Use and your use of the Site are subject to the federal laws of the United States and the laws of the State of California, without regard to conflict of laws provisions.

The Company may assign or delegate these Service Terms and/or the Company’s Privacy Policy, in whole or in part, to any person or entity at any time, with or without your permission. You may not assign or delegate any rights or obligations under the Service Terms or Privacy Policy without the Company’s prior written consent, and any unauthorized assignment and delegation by you is void.

BY READING THESE TERMS OF USE, UNDERSTANDING THESE TERMS OF USE, AND AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU ALSO AGREE THAT YOU HAVE REVIEWED AND ACCEPTED THE PRIVACY POLICY OF THESE TERMS OF USE. THE PRIVACY POLICY REPRESENTS THE ENTIRE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND SUPERSEDES ANY PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN AGREEMENTS OR COMMUNICATIONS BETWEEN US, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.

LINKS TO OTHER SITES AND/OR MATERIALS

As part of the Service, the Company may provide you with links to third party websites (“Third Party Sites”) and also content or items belonging to or originating from third parties (“Third Party Applications, Software, or Content”).

These links are provided as a courtesy to Service subscribers. The Company does not have control over Third Party Sites and Third Party Applications, Software, or Content or any promotions, materials, information, goods, or services available on or through these Third Party Sites.

The Third Party Sites and Third Party Applications, Software, or Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by the Company.

The Company is not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software, or Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third Party Sites or the Third Party Applications, Software, or Content.

The inclusion, linking to, or permitting the use or installation of any Third Party Site, Third Party Application, Software, or Content does not imply approval or endorsement thereof by the Company. If you decide to leave the Site and access Third Party Sites or use or install any Third Party Applications, Software, or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern

DISCLAIMER OF ONLINE CONTENT LIABILITY

Opinions, advice, statements, offers, or other information or content made available through the Service but not directly by the Company are those of their respective authors and should not necessarily be relied upon. Only the authors are responsible for such content. The Company does not guarantee the accuracy, completeness, or usefulness of any information on the Service and the Company does not endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by third parties. The Company is not liable for any such content. The Company does not assume any liability for any User Content posted or submitted over the Service by you, another user, or any third party, nor does the Company have any obligation to do so.

While the Company makes efforts to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable. The Company reserves the right to monitor materials published on the public areas of the Service, to limit or deny access to the Service to any user, or to take other appropriate action if a user violates these Terms of Use or engages in any activity that we believe violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful, or malicious. [Emails exchanged between you and other participants that are not readily accessible to the public may be reviewed and addressed by us as required by applicable laws.] The Company shall have the right, but not the obligation, to remove any such material that in our judgment violates this Agreement or is otherwise objectionable, or that infringes or is alleged to infringe the intellectual property or other rights of any person or entity or that might harm or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State, and local law. If you become aware of misuse of our Service, please contact us at [email protected].

PUBLICATION AND BEHAVIORAL LIMITATIONS

When you create your personalized account, you can provide (“User Content”). You are solely responsible for any User Content you submit, upload, link to, or otherwise make available through the Service. You acknowledge that we merely act as a passive channel for the online distribution and publication of your User Content. However, the Company reserves the right to remove any User Content from the Service at its sole discretion.

The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree to:

· Be solely responsible for activities occurring under your account and for activities occurring while signed in to your account or using your account;

· Not submit malicious, inaccurate, or false information;

· Not submit any content that is subject to third-party ownership rights, including but not limited to copyright, privacy, publicity, trade secrets, unless you own or have the necessary permissions from the rightful owner of such content to specifically submit it to us;

· Acknowledge our right to determine whether any User Content is appropriate and complies with these Service Terms, our right to remove any User Content, and our right to terminate your account with or without notice;

· Understand and agree that you are solely responsible for any liability, loss, or damage that arises from the use of any User Content that you make available or access through your use of the Service. The Company is not responsible for the public display or misuse of any User Content. We do not pre-screen or monitor all User Content. However, we may, at our discretion, monitor and/or record your interactions with the Service using technology we employ.

REGISTRATION: USER BEHAVIOR AND RULES OF SERVICE USAGE

To register for the Service and use it, you must be at least 13 years old and reside in the United States.

If you are a registered user of the Service, it will create a personalized account with a unique username and password for you to access the Service and receive messages from the Company. You agree to promptly notify us of any unauthorized use of your password and/or account. The Company shall not be liable for any obligations, losses, or damages arising from unauthorized use of your username, password, and/or account.

USAGE RESTRICTIONS

Your permission to use the Site is subject to the following Usage Restrictions and Behavioral Limitations: Under no circumstances should you:

· Submit any content that is profane, threatening, obscene, demeaning, defamatory, or objectionable in any way, or is racially, sexually, or religiously oriented, or otherwise offensive and aggressive;

· Use the service for any unlawful purpose or for promoting illegal activities;

· Attempt to harass, exploit, or harm any individual or group;

· Unauthorized use of another user’s account;

· Provide false or misleading information when registering for an account;

· Interfere with or attempt to interfere with the proper functioning of the Service;

· Take any action that we consider places unreasonable or disproportionate load on our servers or network infrastructure, or potentially imposes or might impose, in our sole discretion, an unreasonable burden on our infrastructure;

· Bypass any robot exclusion headers or other measures we take to restrict access to the Service, or to scrape, crawl, or mine the Service, or to use any software, technology, or device to collect or process data; or

· Publish or link to malicious content intended to damage or disrupt another user’s browser or computer.