Shmooze Terms of Service

NOTICE TO USER: THIS IS A CONTRACT. BY REGISTERING FOR THIS SERVICE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IMPORTANT-PLEASE READ CAREFULLY: This Shmooze Terms of Service Agreement ("Agreement") is a legal agreement between you, either an individual or a coporate or organizational entity, and Shmooze. This document describes the terms and conditions that cover the use of the Shmooze network ("Network"), the Shmooze.com website (including versions of the website that may exist on other domains, and other Shmooze software ("Software").

1. Limited License for Software

a. Grant of Limited License

In consideration for your acceptance of the terms and conditions of this Agreement, Shmooze will grant to you a personal, non-transferable and non-exclusive right to use and execute the Software, without right to sublicense or distribute the Software.

b. Ownership of Software

You acknowledge and agree that Shmooze transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise, and that Shmooze reserves all rights not expressly granted to you hereunder.

c. Software Use Restrictions

You agree that you will not modify, reverse engineer, decompile or disassemble any portion of the Software. You may not alter or modify the registration mechanism or the installer program or create a new installer for the Software. You may not transfer the Software and/or assign this Agreement to any third party. You may not export or re-export any Software or other technology received under this Agreement except in full compliance with all United States and other applicable laws and regulations.

2. Representations and Warranties

By completing the membership registration process, you are representing and warranting that:

a. you are over the age of majority and can form a legally binding contract under applicable law.

b. you have provided true, accurate, current and complete information about yourself as prompted in the registration process.

c. you are not using the Software or the Network for any improper or illegal purpose, and that you will act in good faith in your relationships with Shmooze and other Members and will abide by the rules set forth by Shmooze or the community.

3. Use of Software and Network

a. Your Account

b. Member Content

You understand that all information, data, text, photographs, graphics, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Shmooze, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Software, on the Network or on the Web. Shmooze does not control the Content posted to the Network or to the Web by users of the Software, and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Software, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Shmooze be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Software, through the Network or to the Web. Shmooze does not claim ownership rights in Content that you make available through the Software. For the sole purpose of enabling Shmooze to provide and maintain the Network and services we provide, you understand that with respect to Content you make available through the Software, you grant Shmooze a world-wide, royalty free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content. This license exists only for as long as you elect to continue to include such Content on the Network and will terminate at the time you remove or Shmooze removes such Content from the Network, though you understand and agree that Shmooze may preserve Content on backup media even after it is removed from the Network, and also that information posted to the Web by Shmooze on your behalf may be cached by websites outside of Shmooze's control.

c. Copyrights, Trademarks, Patents and Intellectual Property Rights

You acknowledge that Content transmitted on or through the Network may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Shmooze respects copyright law and expects you to do the same. Content identified as belonging to a third party can be transmitted on the Software so long as you obtain permission first and the ownership and rights are clearly indicated. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders' rights. You may not copy, reproduce, distribute, or create derivative works without being authorized to do so by the copyright holder. It is Shmooze's policy to terminate the accounts of repeat infringers.

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Shmooze's agent for notice of claims of copyright or other intellectual property infringement ("Agent"), at abuse@shmooze.com.

Please provide our Agent with the following Notice:

• Identify the copyrighted work or other intellectual property that you claim has been infringed;
• Identify the material on the Shmooze service that you claim is infringing, with enough detail so that we may locate it on the service;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you declaring under penalty of perjury that (a) the above information in your Notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
• Your address, telephone number, and email address; and
• Your physical or electronic signature.

d. Community Conduct Although Shmooze is a private company, we aspire to respect constitutionally guaranteed rights of expression of people in the countries they reside. However, we reserve the right to terminate an account when the Member's expression infringes on other Members' rights. The community may also limit the conduct of Members that the community as a whole finds objectionable. Without limitation, Shmooze reserves the right to terminate your access to and use of the Software or Network if, in our view, your conduct fails to meet any of the following guidelines or other guidelines that may be provided on the Shmooze site from time to time:

1. Members shall not engage in any activity that constitutes harassment.

2. Members shall not attempt to interfere with any other person's use of the Software, including without limitation interfering with another users' privacy, such as by recording instant messaging or chat communications or collecting email addresses.

3. Members shall not misrepresent their identity or impersonate any person, whether celebrities, political figures, cartoon characters, or otherwise.

4. Members shall not hold themselves out as sponsored by, endorsed by, or affiliated with Shmooze.

5. Members shall not use the Software for uploading, posting, emailing, transmitting or otherwise making available junk mail, unauthorized commercial advertisements, or any other form of commercial solicitation.

6. Members shall not use the Software for uploading, posting, emailing, transmitting or otherwise making available messages, files, or other material, including profiles, that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party.

7. Members shall not use the Software for uploading, posting, emailing, transmitting or otherwise making available messages, including profiles, that are harmful, threatening, abusive, vulgar, obscene, defamatory, libelous, hateful, or racially, ethnically or otherwise objectionable.

8. Members shall not use the Software for uploading, posting, emailing, transmitting or otherwise making available messages that are harmful to minors in any way.

9. Members shall not use the Software for uploading, posting, emailing, transmitting or otherwise making 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.

10. Members shall not attempt to gain unauthorized access to Shmooze's database or other computer systems.

11. Members shall not engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Network.

12. Members shall not use the Network for any unlawful purpose.

13. Members may not use the Network or any information contained within for commercial gain. However, Shmooze reserves the right to allow particular users to use the Network for commercial purposes pursuant to a separate written agreement. All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of Shmooze.

e. Violations of Agreement and Community Standards

You may report violations of the Shmooze community standards to the Member believed to be in violation. If a suitable remedy is not achieved, please report to conduct@Shmooze.com. Please report violations of the terms of this Agreement, improper account use, and identity theft to violations@Shmooze.com. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

4. Privacy and Security

Shmooze has established a Privacy Policy, explaining to its Members how their information is collected and used. You can read the Privacy Policy by visiting: http://www.shmooze.com/privacy.php Your use of the Software signifies acknowledgment of and agreement to Shmooze's Privacy Policy. You further acknowledge and agree that Shmooze may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, or to protect the rights, property, or personal safety of Shmooze, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy.

Members are solely responsible for the privacy of their own Content. The Software is designed for Members to use privacy settings to determine the visibility of data throughout the Network and on the Web, and to limit its spread to other systems.

Shmooze uses industry standard security measures to protect the loss, misuse and alteration of the information you provide. Although we make good faith efforts to store the non-public information provided by members in a secure operating environment that is not available to the public and to honor your privacy settings, we cannot guarantee complete security. Further, while we make every effort to ensure the integrity and security of our systems, we cannot guarantee that our security measures will prevent third-party "hackers" from illegally accessing your private Content or personal information.

5. Disputes

If there is a dispute between Members or between Members and any third party, you understand and agree that Shmooze is under no obligation to become involved. In the event that you have such a dispute, you hereby release Shmooze, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our service.

6. Disclaimer of Warranty

SHMOOZE PROVIDES THE SOFTWARE TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. YOU AGREE THAT USE OF THE SOFTWARE AND THE NETWORK IS ENTIRELY AT YOUR OWN RISK. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, SHMOOZE DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SOFTWARE OR THE NETWORK. TO THE FULLEST EXTENT PERMITTED BY LAW, SHMOOZE DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SOFTWARE OR NETWORK, OR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY OTHER MEMBER. TO THE FULLEST EXTENT PERMITTED BY LAW, SHMOOZE DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE NETWORK OR THE SOFTWARE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

7. Limitation of Liability

8. Indemnification

9. Term and Termination

The term of this Agreement shall commence when you install the Software and shall continue thereafter until terminated by either party. However, if you fail to fulfill any of your material obligations under this Agreement, this Agreement and all licenses and rights granted to you under this Agreement will terminate immediately, and you agree that you will promptly render unusable all Software originally provided to you hereunder and any copies thereof embodied in any medium. You agree that Shmooze, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Network (or any part thereof), immediately and without notice, and remove and discard any Content within the Network, for any reason, including, without limitation, if Shmooze believes that you have acted inconsistently with the letter or spirit of this Agreement. Further, you agree that Shmooze shall not be liable to you or any third-party for any termination of your access to the Network. Further, you agree not to attempt to access or use the Network after said termination. Sections 5-11 shall survive termination of this Agreement.

10. Modifications

Shmooze reserves the right to modify or amend this Agreement at any time, for any reason, or for no reason at all, at Shmooze's sole discretion. The most up to date version of this Agreement will be posted on the Shmooze site at: http://www.shmooze.com/terms.php Although Shmooze will provide notice of material changes to this Agreement on the Shmooze site, as a Member it is your sole responsibility to keep yourself apprised of any such modifications or amendments. If you install a new version of the Software, including updates provided automatically, you agree to the then current Agreement.

You acknowledge that Shmooze reserves the right at any time to modify or discontinue the Software or the Network (or any features or parts thereof) with or without notice and that Shmooze shall not be liable to you or to any third party for any such modification, suspension or discontinuance. Should Member object to any terms and conditions of the Agreement or any subsequent modifications to the Agreement, the Software or the Network or become dissatisfied with Shmooze in any way, Member's only recourse is to immediately: (1) discontinue use of the Software and the Network; (2) terminate Member's registration; and (3) notify Shmooze of termination.

11. General

The Terms constitute the entire agreement between you and Shmooze and govern your use of the Software and the Network, superseding any prior agreements between you and Shmooze. This Agreement shall be governed by the laws of the State of Virginia without giving effect to its conflict of laws provisions. Any claim or controversy in any way arising out of or relating to these Terms of Service shall be filed in a court of competent jurisdiction sitting in San Francisco County, California. Both parties consent to exclusive jurisdiction in that county. The failure of Shmooze to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software, the Network or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Shmooze may give notice to its Members by email, a posting on our website, or other reasonable means. You must give notice to Shmooze in writing via email or as otherwise expressly provided by Shmooze. Shmooze may broadcast, distribute or display notices or messages through the Software to inform you of changes to Shmooze, the Software, or other matters of importance; such broadcast, distributions or displays shall constitute notice to you.