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	ROMPLR TERMS OF SERVICE PLEASE READ CAREFULLY. THESE TERMS OF SERVICE (THE "AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AND MODERATI INC. ("MODERATI", "WE" OR "OUR"). BY CHECKING THE APPROPRIATE BOX INDICATING THAT YOU AGREE DURING REGISTRATION, OR PRIOR TO THE DOWNLOAD OF ROMPLR SOFTWARE OR OTHERWISE ACCESSING THE ROMPLR WEBSITE, SERVICES, SOFTWARE OR MATERIALS (COLLECTIVELY THE "SERVICE"), YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL OF THE FOLLOWING TERMS AND CONDITIONS, PLEASE DO NOT CONTINUE THE REGISTRATION PROCESS OR USE THE SERVICE. 1. Description and Eligibility Welcome to romplr.com. You and other users of the Service ("Users") can access the Materials (as defined below) and listen to the music recordings that Moderati makes available on the Service (the "Tracks"). Users can also remix the Tracks using the tools provided by Moderati and upload and share with others those remixed Tracks ("Remixes"). You may have access to images, videos, music and other audio samples, Remixes, messages and other content that you and other Users supply (collectively "User Supplied Content"). Some elements of the Service are available to any User, while other elements ("Paid Services") are only available to Users who have purchased access to those services from Moderati. Moderati may at any time, in its sole discretion, change a freely available element of the Service to a Paid Service, and vice versa. Moderati may, it its sole discretion, offer Users a one-time, free trial period during which you may use Paid Service(s) for free. The time period of any such free trial period may vary from time to time, and will be indicated at the time you register as a User. Please note that Moderati does not provide any telecommunications services, nor does Moderati provide any computer equipment or mobile devices for Users. You are entirely responsible for securing and paying for any such telecommunications services and equipment, and for ensuring that such services and equipment meet the minimum requirements for the use of the Services. Moderati does not make the Service available to anyone under the age of 13. Any child between the ages of thirteen (13) years and seventeen (17) years may not sign up for themselves, and must have an adult parent or guardian sign up on their behalf. You represent that you are a 'natural person' older than the greater of (a) the age of eighteen (18) years, or (b) the age of majority in the country where you are a citizen. You agree to this Agreement on behalf of yourself and, at your discretion, on behalf of a minor child over the age of 13 for whom you are a parent or guardian and who you have authorized to use the account you create on the Service. Parents and guardians of Users under the age of 18 will be responsible for their minor User's use of the Service and any violation of this Agreement. Except as Moderati may otherwise expressly permit in a separate agreement with you, you may use the Service solely for your personal, non-commercial use. 2. Accounts You may establish one (1) User account (the "Account") per email address you supply to Moderati. You may not share the Account with anyone, except that if you are a parent or guardian, you may permit one (1) minor child over the age of 13 to use the Account when not in use by you. You are liable for all uses of the Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that as between you and Moderati, all rights in and to the Account (including but not limited to any Materials and the unique User name) are and shall forever be owned by Moderati. 3. Registration During the registration process prior to using the Service, you may be requested to provide certain information (e.g. your birthdate, gender, zip code, name, e-mail address, country or territory of residence, and for paid services, credit card and billing information, such as your telephone number), and you agree to provide true, accurate, current and complete information about yourself as prompted by such process (such information being "Personal Information"). If you open an Account, and any of your Personal Information changes (e.g., new credit card number, expiration date, new address or email address, new phone number, etc.), you must update that information in your Account. In order to use certain features of the Service, you may be requested to provide additional information, such as (by way of example) your instant messenger user / screen name, which Moderati will also treat as Personal Information. Moderati will use your Personal Information in accordance with its then-current privacy policy. Please review this privacy policy before you complete the purchase or registration process or attempt to use or access the Service. The User name that you select must comply with the requirements for other User Supplied Content, and such other policies for User names that Moderati may publish from time to time. You agree that you will not allow others to use your User name, password (to the extent a password is required to access the Service) and/or Account. You agree to indemnify and hold Moderati, its partners, parent, subsidiaries, affiliates, agents, distributors, contractors and licensors (collectively the "Moderati Affiliates"), harmless for any improper, unauthorized or illegal uses of your User name, password and/or your Account. This includes illegal, unauthorized or improper use by anyone to whom you have given permission to use your User name, password and/or Account. 4. Paid Services If you elect to purchase Paid Services, the fee therefor will be the price specified at the time of purchase. You hereby agree to pay all charges incurred by the Account, including applicable taxes, in accordance with billing terms for access to the Service that are in effect at the time that the fee or charge becomes payable. All payments are nonrefundable. Your right to access the Service is subject to any limits established by Moderati or by your credit card issuer, billing service, or other payment methods authorized by Moderati. Moderati may, in its sole and absolute discretion, suspend or terminate your access to the Service and disable or delete the Account, if: (i) payment cannot be charged to your credit or debit card; or (ii) your charge is returned to Moderati for any reason. If at any time you have a balance due on the Account, you agree that Moderati can charge these unpaid fees to your credit card or debit them from your debit card, as applicable. You agree to reimburse Moderati for all costs and expenses incurred by Moderati in collecting payment due hereunder, including without limitation all bank or service charges, and any reasonable attorneys' fees. By purchasing any Paid Service you are representing to us that you are authorized to use the credit card or other payment method you submit for payment. If you are a parent or guardian paying on behalf of a minor or other person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of such other person, any charges associated with that person's use of any of the Paid Services, and that person's compliance with this Agreement. You agree to take such steps as are appropriate to ensure such compliance and will indemnify and hold Moderati and Moderati Affiliates harmless from any breach of this Agreement. If a Paid Service is a time-limited subscription, your access to such a Paid Service will last for the period chosen in the payment process (the "Term"). Unless notifying us of your decision to terminate your subscription, your subscription will automatically be renewed at the end of each Term according to the then-current billing terms. Moderati reserves the right to change the amount of, or basis for determining, any fees it charges, and to institute new fees, effective immediately upon notice to you. You may cancel your automatic subscription renewal by contacting customercare@romplr.com . Cancellation of your subscription will take effect upon the end of the then-current Term, at which time you will no longer have access to the affected Paid Services. You may cancel all other Paid Services at any time by contacting customercare@romplr.com. In order to assure you uninterrupted service by renewing your membership automatically, your credit card information may be stored in an encrypted form within our system. Your stored card information will be used only to purchase Paid Services or pay for other services or items you request. 5. Moderati Materials The Service may require that your browser run certain software (in the form of browser plugins or controls) that Moderati will provide. That software, and all new versions, updates, upgrades, bug fixes, modifications and derivative works that Moderati may make available from time to time are referred to collectively as the "Browser Software." Moderati may also make available from time to time certain software that runs on a personal computer or your mobile device independent of a browser ("Client Software"). In addition to this Agreement, your use of any Client Software shall be governed by any agreement under which such Client Software may be licensed to you. All Browser Software, Client Software, Tracks, designs, text, images, photographs, illustrations, audio clips, video clips, artwork, graphic materials, other copyrightable elements, and the selection and arrangements thereof, and all trademarks, service marks, trade dress, trade names, logos and designs and all intellectual property rights therein, provided by Moderati via the Service (collectively the "Materials") are the property of Moderati and/or its business partners, affiliates, assigns, licensors or other respective owners and are protected by intellectual property laws, including without limitation, U.S. and international patent, copyright and trademark laws. Moderati may include in some Materials or in conjunction with your User Supplied Content third party advertisements that appear or are played when those Materials or User Supplied Content are viewed. You hereby consent to the display and playback of these advertisements in conjunction with your User Supplied Content. To the extent you elect to use or access the Materials or User Supplied Content from other Users, you also consent to the display of advertisements in those Materials and that User Supplied Content. 6. License from Moderati Subject to all of the terms and conditions of this Agreement, Moderati hereby grants you a personal, limited, non-exclusive, non-transferable, revocable right to (a) view or play back Materials on your compatible computer or device, (b) to make a derivative work of Tracks solely by means of remixing such Tracks with the functionality provided by Moderati through the Browser Software or Client Software if applicable and / or synchronizing video or images with such Remixes to the extent such functionality is provided, (c) to upload the Remixes you make solely to your Account, all of the above solely for your own non-commercial use on your computer or mobile device in connection with the Service and solely as authorized by Moderati in connection with the Service, and (d) for noncommercial personal use only, to use, reproduce and display URLs, applets, graphic badges or other means provided by Moderati to link to your Remixes and stream your Remixes on and in third party web pages, email messages, and instant messages. Moderati reserves the right to revoke this limited license at any time in its entirety or with respect to any Track or any Materials, for any reason, at the sole discretion of Moderati (where such reason may include, without limitation, Moderati's belief that any Track or other Materials may be subject to a claim of intellectual property infringement or otherwise the subject of a dispute). Subject to all of the terms and conditions of this Agreement, Moderati hereby grants you a personal, limited, non-exclusive, non-transferable and revocable license to use for noncommercial personal use the Browser Software and other Materials provided in the form and format that Moderati provides such Materials. To the extent that Moderati provides Materials for download or reproduction (the "Downloaded Materials"), you must include or maintain all copyright, trademark and other notices contained or associated with such Downloaded Materials. You acknowledge and agree that you may not sublicense, assign or otherwise transfer this license or the Downloaded Materials and that no title to the Downloaded Content has been or will be transferred to you from Moderati or anyone else. Moderati reserves the right to revoke this limited license at any time in its entirety or with respect to any Downloaded Materials, for any reason, at the sole discretion of Moderati (where such reason may include, without limitation, Moderati's belief that any Downloaded Materials may be subject to a claim of intellectual property infringement or otherwise the subject of a dispute). Further, you agree that you will not attempt to download or otherwise make copies of Tracks or Remixes. All rights not expressly granted to you are reserved. For the avoidance of doubt, your use of the Service and the Materials (including, but not limited to, the Tracks) is under license and will terminate if this Agreement terminates, regardless of whether the relevant Service or Materials is free or you have paid for it; you will not obtain any ownership interest in any Materials (including, but not limited to, the Tracks) through this Agreement or otherwise. 7. Usage Restrictions You agree not to use, download, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, transmit, broadcast or circulate any Materials (including, but not limited to the Tracks) to any third party, except as expressly authorized by Moderati in connection with the Service. The source code and/or object code to the Materials contains confidential and trade secret information belonging to Moderati and its licensors, and you shall at all times take reasonable steps to protect the confidentiality of such information. You further agree that you will not disassemble, decompile or reverse engineer the Materials (except to the extent that this restriction is expressly prohibited by law, and then only upon providing Moderati with prior written notice and opportunity to respond). Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable federal and state laws. As between you and Moderati, Moderati owns all elements of the Account. Except as specifically permitted and enabled within the Service, you may not transfer your Account, or any component of your User Supplied Content, including your Remixes, to any other person. You agree that any adaptation, alteration, or modification of Tracks and Remixes is allowed only as permitted by the functionality available through the Service. You may not display, link or stream Remixes, Tracks or other Materials on a third party's web page or service except as permitted by the proprietor of such web page or other venue. You may not display, link or stream Remixes, Tracks or other Materials in a manner that is, in the sole discretion of Moderati, unlawful, misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable. You may not display, link, or stream any Remixes, Tracks or Materials on sites that feature defamatory, pornographic, or inflammatory content, or any other content that Moderati finds objectionable or unlawful. Remixes and Tracks may not be the most prominent element on a web page and shall not be linked or streamed in any manner that implies any relationship, affiliation, sponsorship, or other endorsement by Moderati. You may not display, link or stream any Remixes, Tracks or other Materials in a manner that in the sole discretion of Moderati can be interpreted as suggesting editorial content has been authored by, or represents the views or opinions of, Moderati, its licensors or or its personnel. Through the use of the Service you may not impair or violate the rights of Moderati or any other party with respect to trademarks, logos, or other intellectual property or rights. You may not display or perform Materials or User Supplied Content in a manner or in a context that is, in Moderati's sole discretion, unlawful, misleading, defamatory, infringing, libelous, disparaging, obscene, an endorsement of any unrelated product or service, an unauthorized parody, or otherwise objectionable. 8. User Supplied Content As a condition to your use of the Service and by submitting your User Supplied Content to the Service, you hereby grant Moderati a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, assignable, and sublicenseable (to any number of tiers) license to reproduce, publicly display, publicly perform, distribute, transmit, and otherwise use the User Supplied Content in all contexts, formats and media. Further, to the extent that you create Remixes of the Tracks, you also hereby assign to Moderati all right, title and interest in and to such Remixes, including but not limited to all copyrights, moral rights, and other proprietary rights therein, existing under the law of any country in the world, or under any treaty. You also hereby forever waive and agree never to assert against Moderati, its successors, licensees, or assignees, any and all moral rights you may have in any Remixes. If you desire Moderati to remove your User Supplied Content from public access on the Service, please request that it be hidden, as specified in the Service. However, you acknowledge and agree that: (a) any rights that Moderati has assigned or licenses Moderati has granted with respect to your User Supplied Content (including Remixes) will survive according to their terms; and (b) we cannot guarantee that your User Supplied Content (including Remixes) will be completely removed from the Service, nor from all User devices, nor that other Users will not misuse any content that you supply. In particular, you should be aware that you will not be able to delete any contributions you may make to any forums, chat rooms, or other venues sponsored by Moderati. Please contact our Copyright Agent as described below if you believe that your rights are being infringed. Moderati is not responsible for any misuse of your User Supplied Content. Certain portions of the Service allow Users to upload and share User Supplied Content with each other and with other third parties. To the extent Moderati provides the ability for you to set usage preferences (e.g. private use, public use, etc.) for the User Supplied Content that you place on the Service, you will be responsible for doing so, and Moderati will use its commercially reasonable efforts to accommodate such usage preferences. You agree to abide by (and not circumvent) all usage preferences set by Moderati or third parties for all third-party User Supplied Content and any Materials. Moderati does not guarantee that it will provide the ability for you to set usage preferences, that any such usage preferences will always be applied, or that your User Supplied Content will be kept secure. Moderati takes no responsibility and assumes no liability for any User Supplied Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Supplied Content that you upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. When posting, uploading or otherwise communicating any User Supplied Content through the Service, you hereby represent and warrant, now and in the future, that: (i) you own or otherwise control all necessary rights to so provide the User Supplied Content, and your grant of the above license in the User Supplied Content, and its use in connection with the Service, does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy; (ii) your User Supplied Content is not illegal, abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate or harmful to any person (including any minor) or entity; (iii) your User Supplied Content contains no viruses, worms, corrupt files, Trojan horses, or other forms of corruptive code, or any other content which may compromise the Service; (iv) your User Supplied Content does not advocate illegal activity; and (v) your User Supplied Content does not link to or promote any prohibited content or activity. You hereby agree to indemnify and hold harmless Moderati and Moderati Affiliates from any and all claims resulting from any User Supplied Content that you supply. Moderati neither endorses nor is responsible for the accuracy or reliability of any content, opinion, advice, information, or statement made on or in connection with the Service by anyone other than authorized Moderati employees acting in their official capacities. In addition to the above, you acknowledge and agree that Moderati may access, review, store, reproduce and/or disclose, as applicable, any User Supplied Content if required to do so, or if Moderati has a good faith belief that it is required, by law, court orders or other legal processes, to enforce this Agreement, to respond to any claims that such User Supplied Content (or your use of the same) violates any third party's rights, or to protect the rights, property or personal safety of Moderati, its business partners, affiliates, licensors and/or licensees, any other User, or the general public. 9. Code of Conduct You may not: (i) post any User Supplied Content that is illegal, abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate or harmful to any person (including any minor) or entity; (ii) sell, rent, lease, or otherwise assign any rights to any Materials or Service to any third party; (iii) remove any proprietary notices or labels on the Materials or Service; (iv) use the Materials or Service in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, any content protected by the copyright laws of any jurisdiction; (v) use the Materials or Service for any commercial or illegal purpose or to harm minors in any way; (vi) use the Materials or Service to invade the privacy of, or obtain personal information about, any User, or to obtain a list of Users, or to access or use any User's User Supplied Content in a manner not specifically authorized by such User; (vii) except as expressly permitted by Moderati, copy, modify, erase or damage any Materials or information contained on any Moderati or third party servers; (viii) use the Materials or Service to violate any law or legal right of any third party, including any publicity or privacy right, copyright, other intellectual property right, or any contractual, fiduciary or confidentiality obligation or duty, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable; (ix) use the Materials or Service to post or transmit any unsolicited advertising, campaigning or promotional materials or to send any Materials from an anonymous or false address; (x) access or use any password protected, secure or non-public areas of the Service except as specifically authorized in writing by Moderati (unauthorized individuals attempting to access these areas of the Service may be subject to prosecution); (xi) distribute any software viruses or other computer code designed to interfere with the functionality of the Service or any computer systems, software or hardware; (xii) use any data mining, robots, or similar data gathering, spoofing, or extraction tools in connection with the Materials Service; (xiii) mislead other Users or third parties as to your identity or to the origin of a message or content; or (xiv) frame or link to the Service or Materials except as expressly permitted in writing by Moderati. 10. Objectionable or Explicit Content Moderati has the right, but not the obligation, to monitor, modify and/or remove any Materials and/or User Supplied Content in the Service. Moderati may monitor, modify and remove any Materials and/or User Supplied Content in its sole discretion. Moderati is not responsible to you for any content or materials constituting all or part of any Materials, any User Supplied Content, or any other aspect of the Service that you might find objectionable. By viewing the Service, you may be exposed to content that you consider offensive. You take sole responsibility for such exposure. 11. Privacy For additional information regarding Moderati's use of information collected in connection with the Service, please refer to the Moderati Privacy Policy. 12. Active Participation; Storage and Bandwidth Limits If you do not have a currently active subscription to the Subscription Service, a condition of your access to the Service is your "Active Participation" in the Service. Active Participation is defined as accessing the Service, including displaying Materials or sending User Supplied Content through the Service, at least once every 180 days. If you do not maintain Active Participation, Moderati may, with or without providing you with notice, terminate your Account (or any part thereof) and/or your use of the Service, and may remove and discard any content, including any of your User Supplied Content and any related Materials within the Service. Additionally, with or without providing you with notice, we may place a maximum limit on the amount of User Supplied Content that you are allowed to upload into the Service, or the maximum bandwidth that you may utilize each day. We may change these limits in our sole discretion upon providing you with notice. If you exceed these limits, we may refuse to accept and/or remove any User Supplied Content, or we may suspend certain functions of the Service for your Account. 13. Changes to the Agreement You agree and understand that this Agreement and the Services may be modified by Moderati at any time. If you have created an Account with us, we will attempt to inform you of any modifications to this Agreement or the Services that affect (a) your obligations to us or, (b) any Paid Services that you are then receiving. We will attempt to inform you of such modifications either by sending you an email at the email address you provided as part of the registration process, or by a message to you at the time you log into the Services. If you do not agree with any such modifications, your sole remedy is the termination of your Account, which you may request by sending an email to . Cancellation of your subscription will take effect upon the end of the then-current Term, at which time you will no longer have access to the affected Paid Services. You may cancel all other Paid Services at any time by contacting customercare@romplr.com. Your continued use of the Services after receiving notice of any modifications indicates your acceptance of the modified terms of the Agreement. If you have not registered and do not have an Account, any modifications to this Agreement, the Site or the Services will be effective as to you upon Moderati's posting of the new terms and/or upon implementation of the new changes on the Site or to the Service. You agree to review this Agreement periodically so that you are aware of any modifications. Your continued use of the Services after any modifications indicates your acceptance of the modified terms of the Agreement. Unless expressly stated otherwise by Moderati, any new features, new services, enhancements or modifications to the Services implemented after your initial access to the Services shall be subject to this Agreement. 14. Notices Moderati may provide you with any notices under this Agreement by means of a posting on the Service, by e-mail, or by sending a message to you through the Service. 15. Copyright Agent Unauthorized copying or distribution of copyrighted Materials or User Supplied Content is an infringement of the copyright holder's rights. At our discretion and in appropriate circumstances (which circumstances may include, by way of example, Users who repeatedly infringe others' copyrights), Moderati may revoke the license of Users who infringe upon the copyright, or other intellectual property rights, of others. If you are a copyright holder who believes that Moderati's Service is hosting or linking directly to infringing copies of your work, please let us know, and if you believe that one of our Users is a repeat infringer of your work, please let us know that in addition to the information required below. Pursuant to 17 United States Code 512(c)(2), our designated agent for notice of alleged copyright infringement on the Service is: Attn: Copyright Agent Moderati Inc. 795 Folsom Street, Suite 250 San Francisco, CA 94107, United States of America Phone: 415.222.9200, Fax: 415.543.4540 customercare@romplr.com Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement related to the Service must be a written communication addressed to the designated agent as set forth above, and must include substantially all of the following: * A. A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of an exclusive right that is allegedly infringed; * B. Specific identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a list of each copyrighted work claimed to have been infringed; * C. Information related to the work(s) reasonably sufficient for Moderati to promptly locate the work (e.g. title of work, location within the Service, etc.); * D. Information reasonably sufficient to permit Moderati to directly contact the complaining party, such as a complete name and address, telephone number, and an email address; * E. A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; * F. A statement requesting that Moderati take a specific act with respect to the alleged infringement (e.g., removal, access restricted or disabled); and * G. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 16. Trademarks Except as expressly set forth in this Agreement, all trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with the Service and Materials are the property of Moderati and/or its affiliates and licensors. You may not copy, display or use any of these marks without prior written permission of the mark owner. 17. International You agree to abide by U.S and other applicable export control laws and not to transfer, by electronic transmission, the Service, or otherwise, any content or software subject to restrictions under such laws to a national destination or person prohibited under such laws. 18. Promotions and Advertising Moderati and/or its business partners may present advertisements and promotional materials on or through the Service. Your participation in any Moderati promotional event is subject to the terms and conditions associated with that event. Your correspondence or business dealings with, or participation in promotions of, any third-party advertisers on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third-party. You agree that neither Moderati nor its business partners shall be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Service. 19. The Website and Links to Third Party Sites The "Website" means this web site, as accessed by any of the following domain names: www.romplr.com, and any web site owned or controlled by Moderati (except as otherwise provided on such other site). However, the Website does not refer to any other web site linked to or from the Website, or to any third party site on which the Service may appear. The Service may present links to retailers and/or other third-party websites not owned or operated by Moderati. Moderati is not responsible for the availability of these outside sites or their contents. You understand and agree that neither Moderati nor its business partners are responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site or from any such advertiser. You should direct any concerns regarding these third-party sites to those sites' administrators. 20. Modifications to Service and Materials Moderati may, without liability or obligation, in its sole discretion and at any time: (i) make modifications to, or discontinue, any Materials and/or the Service, including deleting any Downloaded Materials we may have placed on your computer or device, with or without providing you with notice (except as we may expressly agree to provide you with notice elsewhere in this Agreement); and/or (ii) require you to use modified Materials and/or Service (e.g. Browser Software or Client Software updates) in order to have continued access to the Service and Materials. The modifications may result in certain Materials being unavailable, or incompatible with certain devices. Other Users may similarly delete or cease offering their User Supplied Materials at any time without notice. Upon Moderati giving you notice, you shall promptly cease the use of, and destroy, all copies of any specified Materials, or otherwise modify your usage as directed by Moderati. You agree that neither Moderati nor the Moderati Affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Service or Materials. 21. Remedies You understand and agree that any unauthorized use of the Service or the Materials would result in irreparable injury to Moderati and/or the Moderati Affiliates for which money damages would be inadequate, and in such event Moderati and the Moderati Affiliates, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this paragraph or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that Moderati and the Moderati Affiliates may have under separate legal authority, including but not limited to, any claim for intellectual property infringement. You understand and agree that your cancellation of your Account is your sole right and remedy with respect to any dispute with Moderati. You can cancel your Account by delivering notice to Moderati at customercare@romplr.com. 22. Indemnity You agree to indemnify, and hold harmless, Moderati, the Moderati Affiliates, and each of their respective officers, directors, employees, agents, licensors, representatives, and third party providers from and against all claims, actions, demands, causes of action, and other proceedings, and all losses, expenses, fees, fines, damages and costs, including reasonable attorneys' fees and court costs, arising out of or relating to your breach of this Agreement or improper use of the Service or Materials. Moderati reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Moderati in asserting any available defenses. 23. Suspension or Termination Moderati may, in its sole discretion, terminate this Agreement or suspend your Account at any time with or without notice to you in the event that you breach (or Moderati reasonably suspects that you have breached) any provision of this Agreement. If Moderati terminates this Agreement, or suspends your Account for any of the reasons set forth in this paragraph, Moderati shall have no liability or responsibility to you, and you agree that you forfeit any amounts you have paid Moderati. You may cancel your Account (including Paid Services) at any time by contacting customercare@romplr.com. All fees paid and charges made prior to termination as provided herein are nonrefundable, including any advance charge or payment for the subscription term during which you terminate your subscription. Termination of your subscription shall not relieve you of any obligations to pay accrued charges. Upon termination of this Agreement for any reason, all of your rights to use the Service and materials shall immediately terminate, and you shall immediately cease using and destroy all Materials. 24. Disclaimers You understand and agree that your use of the Service and the Materials is at your own sole risk. Moderati is not responsible or liable for any infections or contamination of your system, or delays, inaccuracies, errors, or omissions arising out of your use of the Service or Materials. The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of any Materials rests with you. THE SERVICE AND THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WITHOUT WARRANTY BY MODERATI AND THE MODERATI AFFILIATES, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, MODERATI AND THE MODERATI AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THERE IS NO WARRANTY THAT THE SERVICE OR THE MATERIALS WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE. MODERATI AND THE MODERATI AFFILIATES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR THE MATERIALS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD MODERATI AND/OR THE MODERATI AFFILIATES RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING THE SERVICE OR USING THE SERVICE AND/OR THE MATERIALS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO MODERATI AND/OR THE MODERATI AFFILIATES. UNDER NO CIRCUMSTANCES SHALL MODERATI AND/OR THE MODERATI AFFILIATES BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE AND/OR THE MATERIALS. 25. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL MODERATI AND/OR THE MODERATI AFFILIATES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE AND/OR THE MATERIALS, EVEN IF MODERATI AND/OR THE MODERATI AFFILIATES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, MODERATI AND/OR THE MODERATI AFFILIATES, SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED TWENTY FIVE DOLLARS ($25). Notwithstanding the foregoing, in no event shall Moderati's liability to you for any and all claims, damages, losses, and causes of action (whether in contract, tort or otherwise) exceed the amount you have paid to Moderati for accessing the Service. 26. U.S. Government Restricted Rights All Materials supplied by or through the Service are provided with "RESTRICTED RIGHTS." use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.22724 and DFAR252.227-7013 et seq. or its successor. Use of any of such by the Government constitutes acknowledgment of our or our suppliers' proprietary rights in them. In the event that the Agreement, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Right provisions, the minimum rights shall prevail. 27. Claims and Arbitration Any action hereunder by a User must be brought, if at all, within one (1) year from the accrual of the cause of action. You agree that the all disputes and claims arising out of, or relating to, this Agreement, the Service or Materials, your use of the Service or Materials (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or Moderati, shall be determined exclusively by final and binding arbitration. Provided however, that you agree that the terms of this paragraph do not apply to any breach or alleged breach of the ownership or license rights of Moderati or any of its licensors with respect to any Materials and/or Service, or your (or any third party's) misuse of the Materials and/or Service, and that, in the event of any such breach of alleged breach, Moderati and its licensors will be irreparably harmed and entitled to equitable and injunctive relief in addition to all other remedies provided by this Agreement or available at law. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a panel of three arbitrators and conducted in San Francisco, California. You and Moderati also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. Except as expressly set forth above in this paragraph, you and Moderati may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate Moderati 's or any of it's licensor's intellectual property rights, or may cause continuing or irreparable harm to Moderati (including, but not limited to, any breach that may impact Moderati 's or it's licensor's intellectual property rights, or a breach by reverse engineering), Moderati may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. To the fullest extent permitted by applicable law: no arbitration under this Agreement shall be joined to an arbitration involving any other current or former licensee of Moderati, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and Moderati); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and Moderati). 28. Miscellaneous This Agreement and any other terms or documents referred to herein represent your entire agreement with Moderati with respect to your use of the Service and Materials. As used in this Agreement the term "licensor" shall not refer to the person at that time entering into the Agreement. You understand and agree that, except as expressly set forth herein, this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Moderati's failure to pursue any available claim or defense pursuant to this Agreement or otherwise will not be a waiver of such claim or defense. The headings used in this Agreement are for convenience only, and will have no effect on the interpretation or legal enforceability of the terms herein. The laws of the State of California, excluding its conflicts-of-law rules, govern this Agreement and your use of the Service and the Materials. The United Nations Convention of Contracts for the International Sale of Goods will not govern this Agreement, and is hereby expressly excluded. Except for claims or disputes to the extent arbitrated as provided above, you expressly agree that the state and federal courts located in San Francisco, California have exclusive jurisdiction over any claim or dispute with Moderati or relating in any way to your Account or your use of the Service or the Materials. Except for claims or disputes to the extent arbitrated as provided above, you further agree and expressly consent to personal jurisdiction over you in the federal and state courts located in San Francisco, California in connection with any such dispute including any claim involving Moderati or the Moderati Affiliates. Capitalized terms shall have the meaning set forth in this Agreement. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. However, this Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. Revised May 19, 2009
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