Terms of Use


Effective Date: August 28, 2018.


PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING
TERMS AND CONDITIONS FOR YOUR USE OF THE SITE AND SERVICES AVAILABLE
THROUGH THE SITE. THESE TERMS REQUIRE YOU ARBITRATE ANY DISPUTES YOU
HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A
CLASS ACTION FORMAT.

Introduction

Welcome! You have arrived at a web site that is provided by Gaptized, Inc.(“Companyor “ we,” “our” or “us”).
These Terms of Use (“Terms”) govern your use of www.michaelstrahan.com
(including, without limitation, both mobile and online versions of our
site), and also applies to your use of all features, applications, content,
downloads and other services that we make available through the sites
and/or that post a link to these Terms (collectively, referred to herein as
the “Site”). By using the Site, you acknowledge and accept
the Site’s Privacy Policy and consent to the
collection and use of your data in accordance with the Privacy Policy.

If You Want to Use This Site
,

then carefully read these entire Terms (including all links to details), as
they constitute a written agreement between you and us and they affect your
legal rights and obligations. Each time you access and/or use the Site
(other than to simply read these Terms), you agree to be bound by and
comply with these Terms and any Additional Terms (defined below) then
posted. Therefore, do not use the Site if you do not agree.

The business realities associated with operating the Site are such that,
without the conditions that are set forth in these Terms — such as your
grants and waivers of rights, the limitations on our liability, your
indemnity of us, and arbitration of certain disputes – Company would not
make the Site available to you.

In some instances, both these Terms and separate guidelines, rules, or
terms of use or sale setting forth additional or different terms and/or
conditions will apply to your use of the Site or to a service or product
offered via the Site (in each such instance, and collectively “ 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.

Linkable Table of Contents


It is important that you read and understand these entire Terms before
using the Site. This table of contents further highlights some key
issues and points and you can click on the headings and “More
links to be taken to the full explanation.


1. Site Content, Ownership, Limited License and Rights of Others

We only grant you a limited revocable license to use the Site for your own
non-commercial use subject to rules and limitations. More

2. Site and Content Use Restrictions

Your use is subject to our rules. More

3. Feedback You Submit


You grant us a broad license, which we may sublicense, to the content or
feedback you submit, which you represent you have the right to allow us to
use. More

4. Notices and Questions

Click hereto contact us with questions. You agree
that we may provide you notices, including notices of new terms and
conditions, by posting notice on the home page of the Site or by other
reasonable means, such as to the email you provided. More

5. Links by You to the Site

You may link to our Site, subject to some basic rules. More


6. Linked-To Websites; Advertisements; Dealings with Third Parties

We are not responsible for third parties or their content, advertisements,
apps or sites. More

7. Wireless Features

Wireless carrier charges may apply to use of the Site via wireless networks
or Devices. More

8. Dispute Resolution

You agree to arbitrate most disputes and waive jury trial and class
actions. More

9. Disclaimer of Representations and Warranties

We disclaim most warranties and provide the Site “As Is”. More

10. Limitations of our Liability

Our liability is greatly limited. More

11. Waiver of Injunctive or Other Equitable Relief

You waive equitable or injunctive relief. More

12. Updates to Terms

These Terms and Additional Terms posted on the Site at each time of use
apply to that use, and the Terms may be prospectively updated as our Site
evolves. Posting of new terms on the Site is notice to you thereof. More

13. General Provisions

You agree to various other terms and conditions. More

Full Details of Terms and Conditions


1. Site Content, Ownership, Limited License and Rights of Others

A. Content
. The Site contains a variety of: (i) materials and other items relating to
Company, Michael Strahan, and each of their products and services, and
similar items from our licensors and other third parties, including all
layout, information, articles, reviews, posts, text, data, files, images,
scripts, designs, graphics, button icons, instructions, illustrations,
photographs, audio clips, music, sounds, pictures, videos, advertising
copy, URLs, technology, software, interactive features, the “look and feel”
of the Site, and the compilation, assembly, and arrangement of the
materials of the Site and any and all copyrightable material (including
source and object code); (ii) trademarks, trade dress, logos, trade names,
service marks, and/or trade identities of various parties, including those
of Company and Michael Strahan (collectively, “Trademarks
”); and (iii) other forms of intellectual property (all of the foregoing,
collectively “Content”).

B. Ownership
. The Site (including past, present and future versions) and the Content
are owned or controlled by Company and our licensors and certain other
third parties. All right, title, and interest in and to the Content
available via the Site is the property of Company or our licensors or
certain other third parties, and is protected by U.S. and international
copyright, trademark, trade dress, patent, or other intellectual property
and unfair competition rights and laws to the fullest extent possible.
Company owns the copyright in the selection, compilation, assembly,
arrangement, and enhancement of the Content on the Site.

C. Limited License
. Subject to your strict compliance with these Terms and the Additional
Terms, Company grants you a limited, non-exclusive, revocable,
non-assignable, personal, and non-transferable license to download
(temporary storage only), display, view, use, play, and/or print one (1)
copy of the Content (excluding source and object code in raw form or
otherwise, other than as made available to access and use to enable display
and functionality) on a personal computer, mobile phone or other wireless
device, or other Internet enabled device (each, a “Device
”) for your personal, non-commercial use only. The foregoing limited
license: (i) does not give you any ownership of, or any other intellectual
property interest in, any Content, and (ii) may be immediately suspended or
terminated for any reason, in Company’s sole discretion, and without
advance notice or liability. In some instances, we may permit you to have
greater access to and use of Content, subject to certain Additional Terms.

D. Rights of Others
. When using the Site, you must respect the intellectual property and other
rights of Company and others. Your unauthorized use of Content may violate
copyright, trademark, privacy, publicity, communications, and other laws,
and any such use may result in your personal liability, including potential
criminal liability.

2. Site and Content Use Restrictions

A. Site Use Restrictions
. You agree that you will not: (i) use the Site for any political or
commercial purpose (including, without limitation, for purposes of
advertising, soliciting funds, collecting product prices, and selling
products); (ii) use any meta tags or any other “hidden text” utilizing any
Trademarks; (iii) engage in any activities through or in connection with
the Site that seek to attempt to or do harm any individuals or entities or
are unlawful, offensive, obscene, lewd, lascivious, filthy, violent,
threatening, harassing, or abusive, or that violate any right of any third
party, or are otherwise objectionable to Company; (iv) reverse engineer,
decompile, disassemble, reverse assemble, or modify any Site source or
object code or any software or other products, services, or processes
accessible through any portion of the Site; (v) engage in any activity that
interferes with a user’s access to the Site or the proper operation of the
Site, or otherwise causes harm to the Site, Company, or other users of the
Site; (vi) interfere with or circumvent any security feature of the Site or
any feature that restricts or enforces limitations on use of or access to
the Site or the Content; (vii) harvest or otherwise collect or store any
information (including personally identifiable information about other
users of the Site, including email addresses, without the express consent
of such users); (viii) attempt to gain unauthorized access to the Site,
other computer systems or networks connected to the Site, through password
mining or any other means; or (ix) otherwise violate these Terms or any
Additional Terms.

B. Content Use Restrictions
. You also agree that, in using the Site: (i) you will not monitor, gather,
copy, or distribute the Content (except as may be a result of standard
search engine activity or use of a standard browser) on the Site by using
any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device,
software, extraction tool, or any other automatic device, utility, or
manual process of any kind; (ii) you will not frame or utilize framing
techniques to enclose any such Content (including any images, text, or page
layout); (iii) you will keep intact all Trademark, copyright, and other
intellectual property notices contained in such Content; (iv) you will not
use such Content in a manner that suggests an unauthorized association with
any of our or our licensors’ products, services, or brands; (v) you will
not make any modifications to such Content; (vi) you will not copy, modify,
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 or transfer to
any third party or on any third-party application or website, or otherwise
use or exploit such Content in any way for any purpose except as
specifically permitted by these Terms or any Additional Terms or with the
prior written consent of an officer of Company or, in the case of Content
from a licensor, the owner of the Content; and (vii) you will not insert
any code or product to manipulate such Content in any way that adversely
affects any user experience.

C. Availability of Site and Content
. Company may immediately suspend or terminate the availability of the Site
and Content (and any elements and features of them), in whole or in part,
for any reason, in Company’s sole discretion, and without advance notice or
liability.


D. Reservation of All Rights Not Granted as to Content and Site

. These Terms and any Additional Terms include only narrow, limited grants
of rights to Content and to use and access the Site. No right or license
may be construed, under any legal theory, by implication, estoppel,
industry custom, or otherwise. All rights not expressly granted to you are
reserved by Company and its licensors and other third parties.


Any unauthorized use of any Content or the Site for any purpose is
prohibited


.

3. Feedback You Submit

A. General
. Company may now or in the future offer users of the Site the opportunity
to upload, display, publish, distribute, transmit or otherwise make
available on or submit through the Site, messages, text, files, comments,
responses, information, content, results, reviews, suggestions or other
information or materials and the ideas contained therein (collectively, “ User-Generated Content”). Company may allow you to do this
through contact us, email, and other communications functionality. Subject
to the rights and license you grant in these Terms, you retain whatever
legally cognizable right, title, and interest that you have in your
User-Generated Content and you remain ultimately responsible for it.

B.
Non-Confidentiality of Your User-Generated Content
. Except as otherwise described in the Site’s posted Privacy Policy or any Additional Terms, you agree
that: (a) your User-Generated Content will be treated as non-confidential –
regardless of whether you mark them “confidential,” “proprietary,” or the
like – and will not be returned; and (b) Company does not assume any
obligation of any kind to you or any third party with respect to your
User-Generated Content. Upon Company’s request, you will furnish us with
any documentation necessary to substantiate the rights to such content and
to verify your compliance with these Terms or any Additional Terms. You
acknowledge that the Internet and mobile communications may be subject to
breaches of security and that you are aware that submissions of
User-Generated Content may not be secure, and you will consider this before
submitting any User-Generated Content and do so at your own risk. In your
communications with Company, please keep in mind that we do not seek any
unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including,
without limitation, ideas, concepts, inventions, or designs for websites,
recipes, products or otherwise (collectively, “ Unsolicited Ideas and Materials”). Any Unsolicited Ideas
and Materials you post on or send to us via the Site are deemed
User-Generated Content and licensed to us as set forth below. In addition,
Company retains all of the rights held by members of the general public
with regard to your Unsolicited Ideas and Materials. Company’s receipt of
your Unsolicited Ideas and Materials is not an admission by Company of
their novelty, priority, or originality, and it does not impair Company’s
right to contest existing or future intellectual property rights relating
to your Unsolicited Ideas and Materials.


C. License to Company of Your User-Generated Content

. Except as otherwise described in any applicable Additional Terms, which
specifically govern the submission of your User-Generated Content), you
hereby grant to Company, and you agree to grant to Company, the
non-exclusive, unrestricted, unconditional, unlimited, worldwide,
irrevocable, perpetual, and cost-free right and license to use, copy,
record, distribute, reproduce, disclose, sell, re-sell, sublicense (through
multiple levels), display, publicly perform, transmit, publish, broadcast,
translate, make derivative works of, and otherwise use and exploit in any
manner whatsoever, all or any portion of your User-Generated Content (and
derivative works thereof), for any purpose whatsoever in all formats, on or
through any means 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. Without limitation, the granted rights
include the right to: (a) configure, host, index, cache, archive, store,
digitize, compress, optimize, modify, reformat, edit, adapt, publish in
searchable format, and remove such User-Generated Content and combine same
with other materials, and (b) use any ideas, concepts, know-how, or
techniques contained in any User-Generated Content for any purposes
whatsoever, including developing, producing, and marketing products and/or
services. In order to further effect the rights and license that you grant
to Company to your User-Generated Content, you also hereby grant to
Company, and agree to grant to Company, the unconditional, perpetual,
irrevocable right to use and exploit your name, persona, and likeness in
connection with any User-Generated Content, without any obligation or
remuneration to you. Except as prohibited by law, you hereby waive, and you
agree to waive, any moral rights (including attribution and integrity) that
you may have in any User-Generated Content, even if it is altered or
changed in a manner not agreeable to you. To the extent not waivable, you
irrevocably agree not to exercise such rights (if any) in a manner that
interferes with any exercise of the granted rights. You understand that you
will not receive any fees, sums, consideration, or remuneration for any of
the rights granted in this Section 3(C).

4.
Notices and Questions

You agree that: (i) we may give you notices of new, revised or changed
terms and other important matters by prominently posting notice on the home
page of the Site, or in another reasonable manner; and (ii) we may contact
you by mail or email sent to the address provided by you. You agree to
promptly notify us if you change your email or mailing address.

If you have a question regarding using the Site, you may contact us via
email contact@michaelstrahan.com.

5. Links by You to the Site

We grant you a limited, non-exclusive, revocable, non-assignable, personal,
and non-transferable license to create hyperlinks to the Site, so long as:
(a) the links only incorporate text, and do not use any Trademarks; (b) the
links and the content on your website do not suggest any affiliation with
Company or cause any other confusion; and (c) the links and the content on
your website do not portray Company or its products or services in a false,
misleading, derogatory, or otherwise offensive matter, and do not contain
content that is unlawful, offensive, obscene, lewd, lascivious, filthy,
violent, threatening, harassing, or abusive, or that violate any right of
any third party or are otherwise objectionable to Company. Company reserves
the right to suspend or prohibit linking to the Site for any reason, in its
sole discretion, without advance notice or any liability of any kind to you
or any third party.


6. Linked-To Websites; Advertisements; Dealings with Third Parties

A. Linked Sites; Advertisements
. The Site may contain links, as part of third-party ads on the Site or
otherwise, to or from third-party websites (“Linked Sites
”), including websites operated by advertisers, licensors, licensees, and
certain other third parties who may have business relationships with
Company. Company may have no control over the content, operations,
policies, terms, or other elements of Linked Sites, and Company does not
assume any obligation to review any Linked Sites. Company
doesnot endorse, approve, or sponsor any Linked Sites, or
any third-party content, advertising, information, materials, products,
services, or other items. Furthermore, Company is not responsible for the
quality or delivery of the products or services offered, accessed, obtained
by or advertised at such sites. Finally, Company will under no
circumstances be liable for any direct, indirect, incidental or special
loss or other damage, whether arising from negligence, breach of contract,
defamation, infringement of copyright or other intellectual property
rights, caused by the exhibition, distribution or exploitation of any
information or content contained within these third-party Linked Sites. Any
activities you engage in connection with any of the same are subject to the
privacy and other policies, terms and conditions of use and/or sale, and
rules issued by the operator of the Linked Sites. Company disclaims all
liability in connection therewith.

B. Dealings with Third Parties
. Any interactions, correspondence, transactions, and other dealings that
you have with any third parties found on or through the Site (including on
or via Linked Sites or advertisements) are solely between you and the third
party (including issues related to the content of third-party
advertisements, payments, delivery of goods, warranties (including product
warranties), privacy and data security, and the like). Company disclaims
all liability in connection therewith.

7. Wireless

A. Wireless Features
. The Site may offer certain features and services that are available to
you via your wireless Device. These features and services may include the
ability to access the Site’s features and upload content to the Site,
receive messages from the Site, and download applications to your wireless
Device (collectively, “Wireless Features”). Standard
messaging, data, and other fees may be charged by your carrier to
participate in Wireless Features. Fees and charges may appear on your
wireless bill or be deducted from your pre-paid balance. Your carrier may
prohibit or restrict certain Wireless Features and certain Wireless
Features may be incompatible with your carrier or wireless Device. You
should check with your carrier to find out what plans are available and how
much they cost. Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features
. You agree that as to the Wireless Features for which you are registered
for, we may send communications to your wireless Device regarding us or
other parties. Further, we may collect information related to your use of
the Wireless Features. If you have registered via the Site for Wireless
Features, then you agree to notify Company of any changes to your wireless
contact information (including phone number).

8. Dispute Resolution

Certain portions of this Section 8 are deemed to be a “written agreement to
arbitrate” pursuant to the Federal Arbitration Act. You and Company agree
that we intend that this Section 8 satisfies the “writing” requirement of
the Federal Arbitration Act. This Section 8 can only be amended by mutual
agreement.


A. First – Try to Resolve Disputes and Excluded Disputes

. If any controversy, allegation, or claim arises out of or relates to the
Site, the Content, your User-Generated Content, these Terms, or any
Additional Terms, whether heretofore or hereafter arising (collectively, “ Dispute”), or to any of Company’s actual or alleged
intellectual property rights (an “Excluded Dispute”, which
includes those actions set forth in Section 8(D), then you and we agree to
send a written notice to the other providing a reasonable description of
the Dispute or Excluded Dispute, along with a proposed resolution of it.
Our notice to you will be sent to you based on the most recent contact
information that you provide us. But if no such contact information exists
or if such information is not current, then we have no obligation under
this Section 8(A). Your notice to us must be sent to: Gaptized, Inc., c/o
SMAC Entertainment, 1100 Glendon Avenue, Suite 1220, Los Angeles, CA 90024
(Attn: Legal Department). For a period of sixty (60) days from the date of
receipt of notice from the other party, Company and you will engage in a
dialogue in order to attempt to resolve the Dispute or Excluded Dispute,
though nothing will require either you or Company to resolve the Dispute or
Excluded Dispute on terms with respect to which you and Company, in each of
our sole discretion, are not comfortable.

B. Binding Arbitration.
If we cannot resolve a Dispute as set forth in Section 8(A) (or agree to
arbitration in writing with respect to an Excluded Dispute) within sixty
(60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING
BETWEEN YOU AND COMPANY MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION.
THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, SERVICE OR
ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE SITE (WHETHER BASED IN
CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT – INCLUDING, BUT NOT LIMITED
TO, NEGLIGENCE, FRAUD, ANY OTHER INTENTIONAL TORT OR COMMON LAW,
CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR
EQUITABLE THEORY – AND WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE
OF THESE TERMS. The Federal Arbitration Act (“FAA”) shall
govern the arbitrability of all disputes between COMPANY and you regarding
these Terms (and any Additional Terms) and the Site, including the No Class
Action Matters section below. BY AGREEING TO ARBITRATE, EACH PARTY IS
GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR
JURY.

A Dispute will be resolved solely by binding arbitration administered by
the Judicial Arbitration and Mediation Services Inc. (“ JAMS”), in accordance with the then-current streamlined
Arbitration Rules and Procedures (“Rules”) of, or by any
other arbitration administration service that you and an officer or legal
representative of Company consent to in writing. If an in-person
arbitration hearing is required, then it will be conducted in the
“metropolitan statistical area” (as defined by the U.S. Census Bureau)
where you are a resident at the time the Dispute is submitted to
arbitration. You and we will pay the administrative and arbitrator’s fees
and other costs in accordance with the applicable Rules; but if applicable
Rules or laws require Company to pay a greater portion or all of such fees
and costs in order for this Section 8 to be enforceable, then Company will
have the right to elect to pay the fees and costs and proceed to
arbitration. The arbitrator will apply and be bound by these Terms and any
Additional Terms, and will determine any Dispute according to applicable
law and facts based upon the record and no other basis, and will issue a
reasoned award only in favor of the individual party seeking relief and
only to the extent to provide relief warranted by that party’s individual
claim. Issues relating to the enforceability of the arbitration and class
action waiver provisions contained herein are for the court to decide.

C. Limited Time to File Claims
. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO
ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU
OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN
SECTION 8(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE
FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written
notice as set forth above in Section 8(A); (b) filing for arbitration with
JAMS as set forth in Section 8(B); or (c) filing an action in state or
Federal court. The parties expressly waive any contrary statute of
limitations or time bars, both legal and equitable, to the Disputes.

D. Injunctive Relief
. The foregoing provisions of this Section 8 will not apply to any legal
action taken by Company to seek an injunction or other equitable relief in
connection with, any loss, cost, or damage (or any potential loss, cost, or
damage) relating to the Site, any Content, your User-Generated Content
and/or Company’s intellectual property rights (including such Company may
claim that may be in dispute), Company’s operations, and/or Company’s
products or services.

E. No Class Action Matters
. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY
IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER
IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION.
Disputes will be arbitrated only on an individual basis and will not be
joined or consolidated with any other arbitrations or other proceedings
that involve any claim or controversy of any other party. There shall be no
right or authority for any Dispute to be arbitrated on a class action basis
or on any basis involving Disputes brought in a purported representative
capacity on behalf of the general public, or other persons or entities
similarly situated. But if, for any reason, any court with competent
jurisdiction holds that this restriction is unconscionable or
unenforceable, then our agreement in Section 8(B) to arbitrate will not
apply and the Dispute must be brought exclusively in court pursuant to
Section 8(F). Notwithstanding any other provision of this Section 8, any
and allissues relating to the scope, interpretation and enforceability of
the class action waiver provisions contained herein (described in this “No
Class Action Matters” section), are to be decided only by a court of
competent jurisdiction, and not by the arbitrator. The arbitrator does not
have the power to vary these class action waiver provisions.


F. Federal and State Courts in Los Angeles County, California

. Except where arbitration is required above, small claims actions, or with
respect to the enforcement of any arbitration decision or award, any action
or proceeding relating to any Dispute or Excluded Dispute arising hereunder
may only be instituted in state or Federal court in Los Angeles County,
California. Accordingly, you and Company consent to the exclusive personal
jurisdiction and venue of such courts for such matters.


G. Small Claims Matters Are Excluded from Arbitration Requirement

. Notwithstanding the foregoing, either of us may bring qualifying claim of
Disputes (but not Excluded Disputes) in small claims court of competent
jurisdiction.

9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS
PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.
Therefore, to the fullest extent permissible by law, Company and its
subsidiaries and each of their respective employees, directors, members,
managers, shareholders, agents, vendors, licensors, licensees, contractors,
customers, successors, and assigns (collectively, the “ Company Parties”) hereby disclaim and make no
representations, warranties, endorsements, or promises, express or implied,
as to:

(a) the Site (including the Content and the User-Generated Content);

(b) the functions, features, or any other elements on, or made accessible
through, the Site;

(c) any products, services, or instructions offered or referenced at or
linked through the Site;

(d) security associated with the transmission of your User-Generated
Content transmitted to Company via the Site;

(e) whether the Site or the servers that make the Site available are free
from any harmful components (including viruses, Trojan horses, and other
technologies that could adversely impact your Device);

(f) whether the information (including any instructions) on the Site is
accurate, complete, correct, adequate, useful, timely, or reliable;

(g) whether any defects to or errors on the Site will be repaired or
corrected;

(h) whether your access to the Site will be uninterrupted;

(i) whether the Site will be available at any particular time or location;
and

(j) whether your use of the Site is lawful in any particular jurisdiction.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS
PROVIDED BY A COMPANY PARTY, COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE,
CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM
COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other
warranties so the above disclaimers may not apply to the extent such
jurisdictions’ laws are applicable.

10. LIMITATIONS OF OUR LIABILITY

UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE
FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or
for any direct, indirect, economic, exemplary, special, punitive,
incidental, or consequential losses or damages that are directly or
indirectly related to:

(a) the Site (including the Content and the User-Generated Content);

(b) your use of or inability to use the Site, or the performance of the
Site;

(c) any action taken in connection with an investigation by Company Parties
or law enforcement authorities regarding your access to or use of the Site;

(d) any action taken in connection with copyright or other intellectual
property owners or other rights owners;

(e) any errors or omissions in the Site’s technical operation; or

(f) any damage to any user’s computer, hardware, software, modem, or other
equipment or technology, including 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 losses or damages in
the form of lost profits, loss of goodwill, loss of data, work stoppage,
accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the
foregoing events or circumstances were foreseeable and even if Company
Parties were advised of or should have known of the possibility of such
losses or damages, regardless of whether you bring an action based in
contract, negligence, strict liability, or tort (including whether caused,
in whole or in part, by negligence, acts of god, telecommunications
failure, or destruction of the Site).

Some jurisdictions do not allow the exclusion or limitation of incidental
or consequential damages of the sort that are described above, so the above
limitation or exclusion may not apply to you.


EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES’
TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF
ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE AND YOUR
RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE
PAID COMPANY IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE
CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A
TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.

11. Waiver of Injunctive or Other Equitable Relief

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN
CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND
INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN
INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN
CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU
WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY
INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE,
APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR
INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY COMPANY
(INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF COMPANY.

12. Updates to Terms

These Terms (or if applicable Additional Terms), in the form posted at the
time of your use of the applicable services to which it applies, shall
govern such use (including transactions entered during such use). AS OUR
SITE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SITE MAY
PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SITE UNDER THE
TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED.
ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SITE YOU ARE
ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND
CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING
THEM ON THE SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE
ELECT), AND THAT YOUR USE OF THE SITE AFTER SUCH NOTICE CONSTITUTES YOUR
GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND
TRANSACTIONS. Therefore, you should review the posted terms of service and
any applicable Additional Terms each time you use the Site (at least prior
to each transaction or submission). The new terms will be effective as to
new use and transactions as of the time that we post them, or such later
date as may be specified in them or in other notice to you. However, the
terms of service (and any applicable Additional Terms) that applied when
you previously used the Site will continue to apply to such prior use ( i.e., changes and additions are prospective only) unless mutually
agreed. In the event any notice to you of new, revised or additional terms
is determined by a tribunal to be insufficient, the prior agreement shall
continue until sufficient notice to establish a new agreement occurs. You
should frequently check the home page, and the email you associated with
your purchases for notices, all of which you agree are reasonable manners
of providing you notice. You can reject any new, revised or Additional
Terms by discontinuing use of the Site and related services.

13. General Provisions

A. Company’s Consent or Approval
. As to any provision in these Terms or any Additional Terms that grants
Company a right of consent or approval, or permits Company to exercise a
right in its “sole discretion,” Company may exercise that right in its sole
and absolute discretion. No Company consent or approval may be deemed to
have been granted by Company without being in writing and signed by an
officer of Company.

B. Applicable Law
. These Terms and any Additional Terms will be governed by and construed in
accordance with, and any Dispute and Excluded Dispute will be resolved in
accordance with, the laws of the State of California, without regard to its
conflicts of law provisions.

C. Indemnity
. You agree to, and you hereby, defend, indemnify, and hold Company Parties
harmless from and against any and all claims, damages, losses, costs,
investigations, liabilities, judgments, fines, penalties, settlements,
interest, and expenses (including attorneys’ fees) that directly or
indirectly arise from or are related to any claim, suit, action, demand, or
proceeding made or brought against any Company Party, or on account of the
investigation, defense, or settlement thereof, arising out of or in
connection with, whether occurring heretofore or hereafter: (i) your
User-Generated Content; (ii) your use of the Site and your activities in
connection with the Site; (iii) your breach or alleged breach of these
Terms or any Additional Terms; (iv) your violation or alleged violation of
any laws, rules, regulations, codes, statutes, ordinances, or orders of any
governmental or quasi-governmental authorities in connection with your use
of the Site or your activities in connection with the Site; (v) information
or material transmitted through your Device, 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 entity; (vi) any misrepresentation made by you; and (vii)
Company Parties’ use of the information that you submit to us (including
your User-Generated Content) (all of the foregoing, “ Claims and Losses”). You will cooperate as fully required
by Company Parties in the defense of any Claim and Losses. Notwithstanding
the foregoing, CompanyParties retain the exclusive right
to settle, compromise, and pay any and all Claims and Losses. Company Parties reserve the right to assume the exclusive defense
and control of any Claims and Losses. You will not settle any Claims and
Losses without, in each instance, the prior written consent of an officer
of a Company Party.


D.

Operation of Site; Availability of Products and Services;
International Issues


. Companycontrols and operates the Site from its
U.S.-based offices in the U.S.A., and Company makes no representation that
the Site is appropriate or available for use beyond the U.S.A. If you use
the Site from other locations, you are doing so on your own initiative and
are responsible for compliance with applicable local laws regarding your
online conduct and acceptable content, if and to the extent local laws
apply. The Site may describe products and services that are available only
in the U.S.A. (or only parts of it) and are not available worldwide. 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 on the Site to any person, entity, geographic area,
or jurisdiction, at any time and in our sole discretion, and to limit the
quantities of any content, program, product, service, or other feature that
we provide. You and we disclaim any application to these Terms of the
Convention on Contracts for the International Sale of Goods.

E. Export Controls
. Software related to or made available by the Site may be subject to
export controls of the U.S.A. No software from the Site may be downloaded,
exported, or re-exported: (i) into (or to a national or resident of) any
country or other jurisdiction to which the U.S.A. has embargoed goods,
software, technology or services (which, as of the effective date of these
Terms, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) 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, or (iii)
to anyone on the U.S. Department of Commerce’s Bureau of Industry and
Security Entities List as published in the Export Administration
Regulations (including entities engaged in weapons of mass destruction
proliferation in various countries and persons and entities that are
suspected of diverting U.S. origin items to embargoed countries or
terrorist end-uses). You are responsible for complying with all trade
regulations and laws both foreign and domestic. Except as authorized by
law, you agree and warrant not to export or re-export the software to any
county, or to any person, entity, or end-user subject to U.S. export
controls, including as set forth in subsections (i) – (iii) above.

F. Severability; Interpretation
. If any provision of these Terms, or any Additional Terms, is for any
reason deemed invalid, unlawful, void, or unenforceable by a court or
arbitrator of competent jurisdiction, then that provision will be deemed
severable from these Terms or the Additional Terms, and the invalidity of
the provision will not affect the validity or enforceability of the
remainder of these Terms or the Additional Terms (which will remain in full
force and effect). To the extent permitted by applicable law, you agree to
waive, and you hereby waive, any applicable statutory and common law that
may permit a contract to be construed against its drafter. Wherever the
word “including” is used in these Terms or any Additional Terms, the word
will be deemed to mean “including, without limitation,”.

G. Communications
. When you communicate with us electronically, such as via email and text
message, you consent to receive communications from us electronically.
Please note that we are not obligated to respond to inquiries that we
receive. You agree that all agreements, notices, disclosures, and other
communications that we provide to you electronically satisfy any legal
requirement that such communications be in writing.


H.

Investigations; Cooperation with Law Enforcement; Termination;
Survival


. Company reserves the right, without any limitation, to: (i) investigate
any suspected breaches of its Site security or its information technology
or other systems or networks, (ii) investigate any suspected breaches of
these Terms and any Additional Terms, (iii) investigate any information
obtained by Company in connection with reviewing law enforcement databases
or complying with criminal laws, (iv) involve and cooperate with law
enforcement authorities in investigating any of the foregoing matters, (v)
prosecute violators of these Terms and any Additional Terms, and (vi)
discontinue the Site, in whole or in part, or, except as may be expressly
set forth in any Additional Terms, suspend or terminate your access to it,
in whole or in part, including any user accounts or registrations, at any
time, without notice, for any reason and without any obligation to you or
any third party. Any suspension or termination will not affect your
obligations to Company under these Terms or any Additional Terms. Upon
suspension or termination of your access to the Site, or upon notice from
Company, all rights granted to you under these Terms or any Additional
Terms will cease immediately, and you agree that you will immediately
discontinue use of the Site. The provisions of these Terms and any
Additional Terms, which by their nature should survive your suspension or
termination will survive, including the rights and licenses you grant to
Company in these Terms, as well as the indemnities, releases, disclaimers,
and limitations on liability and the provisions regarding jurisdiction,
choice of law, no class action, and mandatory arbitration.

I. Assignment
. Company may assign its rights and obligations under these Terms and any
Additional Terms, in whole or in part, to any party at any time without any
notice. These Terms and any Additional Terms may not be assigned by you,
and you may not delegate your duties under them, without the prior written
consent of an officer of Company.

J. No Waiver
. Except as expressly set forth in these Terms or any Additional Terms, (i)
no failure or delay by you or Company in exercising any of rights, powers,
or remedies under will operate as a waiver of that or any other right,
power, or remedy, and (ii) no waiver or modification of any term of these
Terms or any Additional Terms will be effective unless in writing and
signed by the party against whom the waiver or modification is sought to be
enforced.

K. Connectivity
. You are responsible for obtaining and maintaining all Devices and other
equipment and software, and all internet service provider, mobile service,
and other services needed for your access to and use of the Site and you
will be responsible for all charges related to them.