Terms of Use

Effective February 19, 2009:

Welcome to ParticipantMedia.com

Acceptance of Terms

Your access to, and use of, the web site found at www.participantmedia.com, its mobile version and any of its sub-domains (collectively, the “Site”), and the services, products and networks found at or related to the Site (referred to collectively as the “Service") are subject to these terms of use (the “Terms of Use”) which is a legal agreement between you and Participant Media, LLC and its corporate affiliates (referred to collectively as "us,” "we" or the “Company").

Throughout the Terms of Use, we may refer to third-parties with whom we have contractual relationships as “partners.” Notwithstanding such references, any such contractual relationship has not created, and shall not be construed or interpreted as creating, a legal partnership or other corporate entity (e.g., limited partnership, limited liability company or corporation) with the Company and such third-party as its legal owners. For all purposes in the Terms of Use, such third-parties are not agents of Company and cannot bind or act on behalf of Company.

By accessing or using the Site or Service, you signify that you have read, understand and agree to be bound by the Terms of Use, whether you are simply browsing the Site or are a registered member of the Site (collectively “Users”). The Terms of Use also includes, and by accessing or using the Site or Service you are agreeing to be bounds by, the privacy policy found at www.participantmedia.com/privacy and incorporated herein by this reference and any other legal notices posted on the Site and applicable to the Site and/or Service.

We may change or modify the Terms of Use at any time without further notice and such changes or modifications will come into effect upon it being posted on the Site. We will indicate at the top of this page the date the Terms of Use were last revised. Your continued use of the Service or the Site after any change or modification constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future versions of the Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to the Terms of Use and to review such changes.

PLEASE READ THE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility

Any registration by, use of or access to the Site by anyone under 14 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 14 years of age or older and that you are fully able to enter into and to abide by all of the terms and conditions of these Terms of Use. Your membership may be terminated and any profiles you have created may be deleted if we believe you are less than 14 years of age.

Member Registration Data; Account Security

In order to access some features of the Site or use some Service, you will have to become a registered member and create an account. You may not use any other person’s account without permission. In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You must notify us immediately of any breach of security or unauthorized use of your account.

Proprietary Rights; Use of Content on the Site; Limited License

Except for User Content (as defined below), all content on the Site and available through the Service, including but not limited to designs, text, graphics, pictures, video, information, applications, software, music, sound, video and other files, and their selection and arrangement together with the trademarks, service marks and logos contained therein (the “Site Content”), is owned by or licensed to the Company, with all rights reserved and subject to and protected by copyright and other intellectual property rights under law. The Site Content is provided to you “AS IS” for your personal and informational use. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission. You are granted a limited, revocable, nontransferable license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content (excluding any software code) to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. The aforementioned license is subject to the Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. The aforementioned license is revocable at any time without notice and with or without cause.

You may not upload, republish or otherwise use any Site Content or User Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation. Any use of the Site, the Site Content or the User Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the rights and licenses granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in the Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

User Content Posted on the Site

As a registered member, you may upload and post photos, profiles, messages, notes, text, information, music, video, advertisements, listings, and other content (collectively “User Content” and together with Site Content, the “Content”) on or through the Service or the Site, or transmit to or share with other Users. You are solely responsible for all such User Content. You may not post, transmit, or share User Content on the Site or Service that you did not create or own or that you do not have permission to post. You represent and warrant that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have express permission from the rightful owner to post the material and to grant the licenses herein. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including without limitation User Content that in the sole judgment of the Company violates the Terms of Use or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.

You shall retain all ownership rights in and to your User Content. Notwithstanding, when you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Site and Service, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under the Terms of Use.

You may remove your User Content from the Site at any time. You understand and agree, however, that the Company may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content are perpetual and irrevocable.

The Company does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of any User Content. The Company does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with User Content. You understand that by accessing the Site and using the Service, you may be exposed to User Content that is offensive, indecent or objectionable. The Company does not permit copyright infringing activities and infringement of intellectual property rights on the Site, and the Company will remove all User Content if properly notified that such User Content infringes on another’s intellectual property rights. The Company reserves the right to remove any User Content without prior notice.

You may access User Content solely for your information and non-commercial, personal use and as intended through the normal functionality of the Site and Service, including without limitation the “streaming” of an audiovisual work. All User Content is made available “AS IS” and may not be copied, reproduced, distributed, or otherwise exploited in any manner other than as intended by the normal functionality of the Site and Service.

Mobile Services

The Service may include certain services that are available via your mobile phone, including without limitation the ability to upload content and messages to the Site, blog post, and send and receive messages, instant messages, and other types of communications that may be developed for the Site (collectively the "Mobile Services"). Your mobile carrier’s normal messaging, data and other rates and fees may apply when using the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all mobile carriers or devices. When available, by using any Mobile Services, you agree that we may communicate with you regarding the Company and the Site and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

Third Party Websites and Content

Users of the Site may post to their own member profiles, or share with other Users, videos, content and articles, photographs, text, graphics, pictures, designs, music, sound, information, applications, software, widgets or items belonging to or originating from third parties (collectively, the "Third Party Content"), and/or links to other third party web sites that are not owned or controlled by the Company (collectively, the "Third Party Sites"). You acknowledge and agree that all such Third Party Content and Third Party Sites shall be governed by the terms of use and other rules established by the owners, operators or providers of such Third Party Content or Third Party Sites. Notwithstanding the foregoing, you acknowledge and warrant that all Third Party Content and Third Party Sites and links to or from such Third Party Content or Third Party Sites is subject to, and will fully comply with the user conduct rules set forth below and the other terms and conditions set forth in the Terms of Use.

Similarly, users of Third Party Sites may post or share Site Content and/or links to the Site on Third Party Sites. In such event, the Site and all Site Content posted on any Third Party Site will continue to be governed by these Terms of Use.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third Party Sites and Third Party Content contained on the Site, to which the Site is linked, or on which Site Content is posted. In addition, the Company will not and cannot investigate, monitor, censor or edit the content of any Third Party Sites or Third Party Content accessible through the Site or on which Site Content is posted. By using the Site and Service, you expressly release the Company from any and all liability arising from your use of any Third Party Sites or Third Party Content.

If you decide to leave the Site and access any Third Party Site or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies will not govern your use of or actions on such Third Party Sites or Third Party Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site or relating to any Third Party Content you use or install from the Site.

User Conduct; General Practices

You understand that except for advertising programs offered by us, the Service and the Site are available for your personal, non-commercial use only. In addition, you agree not to use the Service or the Site to:

* harvest or collect email addresses or other contact information of other Users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
* use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
* use automated scripts to collect information from or otherwise interact with the Service or the Site;
* upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
* upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends;
* register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
* impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
* forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service or posted to the Site;
* upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
* upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
* solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
* harm minors in any way;
* upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
* intimidate, “stalk” or harass another;
* upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
* use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Service or the Site;
* provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) pursuant to Section 219 of the Immigration and Nationality Act; and/or
* upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its Users to any harm or liability of any type.

You acknowledge that the Company may or may not pre-screen User Content, but that the Company and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content posted to the Site. Without limiting the foregoing, the Company shall have the right to remove any User Content that violates the Terms of Use or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by the Company or submitted to the Company.

You acknowledge, consent and agree that the Company may access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of the Company, its Users and the public.

You understand that the technical processing and transmission of the Service, including your User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You acknowledge that the Company may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that postings or other uploaded User Content will be retained by the Service, the maximum disk space that will be allotted on the Company’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that the Company has no responsibility or liability for the deletion or failure to store any communications or other Content maintained or transmitted by the Service. You acknowledge that the Company reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that the Company reserves the right to modify these general practices and limits from time to time.

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Trademarks

228466 (ACTION) short code, www.participantmedia.com, www.takepart.com, Participant Media, Participant Productions, Wikincubate, PopTalk, My10 and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

Copyright and Intellectual Property Policy

The Company respects the intellectual property of others, and we ask our Users to do the same. Material available on or through Third Party Sites may be protected by copyright and the intellectual property laws of the United States and/or other countries. The terms of use of those Third Party Sites, and not the Terms of Use, govern your use of such material.

It is our policy to respond to clear notices of alleged copyright infringement. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, Users who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the owner or administrator of the affected site or content so that they may make a counter notification.

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please file a notice of infringement with the Company’s copyright agent containing the information specified below. Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is infringing your copyrights.

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

The Company’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail
Copyright Agent
c/o Participant Media, LLC
331 Foothill Road, 3rd Floor
Beverly Hills, CA 90210

By fax
1.310.550.5106

By email
copyright@takepart.com

Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.

User Disputes

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Privacy

We care about the privacy of our Users. Click here to view the Company’s Privacy Policy. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in the United States.

Disclaimers

The Company is not responsible or liable in any manner for any User Content or Third Party Content posted on the Site or in connection with the Service, whether posted or caused by Users of the Site, by the Company, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what Users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at the Site or combination thereof, including injury or damage to User’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third Party Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.

THE SITE, THE SERVICE (INCLUDING THE MOBILE SERVICES) AND THE SITE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE SERVICE OR ANYTHING CONTAINED THEREIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE SOFTWARE) FROM OR THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The Company reserves the right to change any and all content, software and other items used or contained in the Site and Service offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.

Limitation on Liability

IN NO EVENT WILL THE COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY’S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Termination

The Company may terminate your membership, delete your profile and any content or information that you have posted on the Site or through the Service and/or prohibit you from using or accessing the Service or the Site, or any portion thereof, for any reason, or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 14. When we are notified that a User has died, we will generally, but are not obligated to, keep the User’s account active under a special memorialized status for a period of time determined by us to allow other Users to post and view comments.

Governing Law; Venue and Jurisdiction

By visiting or using the Site and/or the Service, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern the Terms of Use and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of located in Los Angeles, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Los Angeles, California.

Arbitration

YOU AND THE COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.

Arbitration under the Terms of Use shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA’s Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The arbitration shall be conducted in Los Angeles, CA and the allocation of costs and fees for such arbitration shall be determined in accordance with the AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site and/or the Service (including your visit to or use of the Site and/or the Service) be instituted more than three (3) years after the cause of action arose.

Indemnity

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content, any Third Party Content you post or share on or through the Site your use of the Service or the Site, your conduct in connection with the Service or the Site or with other Users of the Service or the Site, or any violation of the Terms of Use or of any law or the rights of any third party.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Other

The Terms of Use constitute the entire agreement between you and Company regarding the use of the Site and/or the Service, superseding any prior agreements between you and Company relating to your use of the Site or the Service. The failure of Company to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of the Terms of Use is held invalid, the remainder of the Terms of Use shall continue in full force and effect. If any provision of the Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms of Use and shall not affect the validity and enforceability of any remaining provisions.