Terms and Conditions

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE XEKO WEB SITE (THE "SITE") OR BECOMING A MEMBER OF XEKO. ALL RIGHTS OF USE AND MEMBERSHIP ARE SUBJECT TO AND YOU MUST AGREE IN ADVANCE TO ABIDE BY AND ADHERE TO THESE TERMS OF USE.

THESE TERMS OF USE ALSO APPLY TO THE USE OF A USER ACCOUNT THAT HAS ALREADY BEEN SET UP. PLEASE READ THEM CAREFULLY.

The Site offered for your own personal use on the condition that you accept these Terms of Use. By clicking "I Agree" on the button below, you are consenting to these Terms of Use, which represent a binding legal agreement. If you do not agree to these Terms of Use, click "CANCEL" and DO NOT set up a Xeko membership account or continue as a user.

Unless the owners of the Site, Hairy Entertainment, Inc. ("Hairy Entertainment", "we" or "us") has received a correctly completed parental consent form granting your use of the Site, we will assume (and by using this Site you warrant that) you have legal capacity to enter into the agreement set out in these Terms of Use.

We reserve the right, at any time, to update, modify, or change portions of these Terms of Use at any time. Please continue to check these Terms of Use on the Site for changes. It is understood and means that, by continuing to play as a member or user of the Site following the posting of changes to these Terms of Use you accept those changes. In the event of termination of use, membership or service, these Terms of Use as modified will remain in effect and enforced.

CONSIDERATION

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Site and receipt of data, materials and information available at or through the Site. Ownership and Rights

All information, content and materials contained on the Site are the copyrighted property of Hairy Entertainment, our licensors or licensees. All trademarks, service marks, trade names, and trade dress are proprietary to us and/or our licensors or licensees. We (and, to the extent applicable, our licensors) own and shall retain all right, title and interest in and to the Site and all software, information, content, materials, other copyrightable elements and/or materials and all trademarks, service marks and trade names contained or provided on this Site and we will be the sole owner of any and all data you, the user, generates through your use of the Site, including accounts, goods, Content IDs, character attributes, statistics and assets, and you shall receive only limited rights to access and use of the Site and any software and documentation licensed by you in connection with your use of the Site. Hairy Entertainment hereby reserves its right in its sole discretion to delete, alter, or transfer any and all information, content, materials and data at any time without notice to you.

YOU DO NOT OWN YOUR ACCOUNT OR CHARACTER OR HAVE ANY PROPERTY RIGHTS TO YOUR CHARACTER OR ITS VIRTUAL ASSETS. YOU MAY NOT SELL, RENT, OR REPRODUCE YOUR CHARACTER OR ITS VIRTUAL ASSETS FOR ANY COMMERCIAL PURPOSE.

Further, Hairy Entertainment (and, to the extent applicable, its licensors) owns and shall retain all right, title and interest in and to any ideas, opinions, comments, or suggestions that you submit to Good Egg, its affiliates, its agents, or its representatives, whether through the Site or otherwise, in any form or format (including, but not limited to, e-mail, telephone, facsimile, regular mail, and chat room discussions). Further, Hairy Entertainment shall have the right to assign and/or delegate in its sole discretion its rights and obligations under these Terms of Use in whole or in part to any third party at any time without notice to you.

MATERIAL RESTRICTIONS

You may not copy, reproduce, republish, upload, post, transmit or distribute in any way any information, content or material on or from the Site, other than one copy of such information, content or materials that may be downloaded on any single computer for your personal, noncommercial home use only.

The foregoing is subject to the following limitations:

1. You shall keep intact all copyright and other proprietary notices;
2. You shall not modify or edit the information, content or materials; and
3. You shall not use the information, content or materials in a manner that suggests an association between you and any of our products, services or brands.

The use of any information, content or materials on the Site in or by any other website or computer environment is prohibited. The Site is only for your personal use. You may not use the Site for commercial purposes or in any way that is unlawful, or harms us or any other person or entity, as determined in our sole discretion.

In the event that you download software from the Site, such software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") is licensed to you by us for your personal, noncommercial home use only. You do not receive any right, title or interest in or to the Software other than the limited right to use set forth in the preceding sentence. You may own the medium on which the Software resides but we, or our third-party licensors, retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-readable form. Software from the Site is further subject to United States export controls. By downloading or using the Software, you represent and warrant that you are not in violation of any export control laws or regulations.

POSTED CONTENT/SUBMISSIONS

You are solely responsible for any information, ideas, opinions, avatar data and actions, photographs, images, video, creative works, or any other material that you publish, display, post, submit on or to the Site or transmit to other users of the Site through services and resources provided by the Site (hereinafter, "Posted Content"). By submitting any Posted Content, you warrant and represent that you own or possess all necessary rights or licenses to submit the Posted Content, that the Posted Content and all information contained therein does not infringe any proprietary or other rights of third parties or contain any libelous, defamatory, or otherwise unlawful or harmful information, images or language and that the Posted Content is not intended to promote any commercial or other business activity. In no event shall we assume or have any responsibility or liability for any Posted Content or for any claims, damages, or losses resulting from the use, transmission or receipt of any Posted Content and/or its display on this Site. Posted Content does not necessarily reflect the views of Xeko.

Any Posted Content or information, content or materials you submit, post or otherwise send to us including, without limitation, data, text, messages, files, images, photographs, videos, audiovisual works, sound recordings, musical compositions (including lyrics), , postings, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and any other materials, as well as links to data, text, files, images, photographs, videos, audiovisual works, musical compositions (including lyrics), sound recordings, postings, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and other biographical information or material, web pages and any other materials (collectively, "Submissions"), we (and our licensees, agents, representatives and other authorized users) shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without any permission from or payment to you or to any other person or entity. No Submission shall be subject to any obligation of confidentiality on our part, and we shall not be liable for any use or disclosure of any Submission. Without limiting the foregoing, you hereby grant us (and our licensees, agents, representatives and other authorized users), without the need for permission from or payment to you or anyone else, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable worldwide license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, edit, alter, modify (including, without limitation, removing lyrics and music from any Submission or substituting the lyrics and music in any Submission with music and lyrics selected by us), adapt, translate, create derivative works based upon and publicly perform such Submissions, in whole or in part, in all media formats and channels now known or hereafter devised (including, without limitation, on the Site, on a third party website, on our broadcast and cable networks and stations, and on our broadband and wireless platforms, products and services) for any and all purposes including, without limitation, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you and without attribution (the "Submissions License"). To the extent that any Submissions contain original songs or recordings, you hereby represent that such musical compositions (including lyrics) contained in such Submissions are available for licensing directly to us (and our licensees, agents, representatives and other authorized users) in accordance with the provisions of this paragraph. Notwithstanding the foregoing, you hereby grant us (and our licensees, agents, representatives and other authorized users) a perpetual, non-exclusive and irrevocable license to publicly perform each and every musical composition (including lyrics) contained in such Submissions. To the extent that we solicit Submissions through features or activities on the Site (including, without limitation, games, sweepstakes, contests, promotions and Public Forums) that require the use of our copyrighted works (in whole or in part), we hereby grant you a non-exclusive license to create a derivative work using our copyrighted works (in whole or in part); provided however, that such license shall be conditioned upon your assignment of all rights in the resulting work that you create to us (and our licensees, agents, representatives and other authorized users). If such rights are not assigned to us, your license to create material using our copyrighted works shall be null and void. You agree to the foregoing grant of rights, consents, agreements and assignments whether or not your Submissions are used by us.

You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms of Use.

You agree that any Submissions you make are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way. To the extent any "moral rights," "ancillary rights," or similar rights in or to the Submissions exist and are not exclusively owned by us, you agree not to enforce any such rights as to us or our licensees, agents, representatives and other authorized users, and you shall procure the same agreement not to enforce from any others who may possess such rights.

The terms of the Submissions License shall govern our right to use all Submissions. If terms other than the Submissions License govern the submission of, and our right to use, Submissions submitted in connection with a particular Site feature or activity, such other terms shall be posted at the Site feature or activity and shall supersede the terms of the Submissions License; provided however, that in such instances, all provisions of these terms of use other than the Submissions License shall continue to apply to such Site feature or activity (unless otherwise stated in the terms and conditions applicable to the particular Site feature or activity).

OUR CONTENT REMOVAL RIGHTS

We reserve the right, but disclaim any obligation or responsibility, to refuse to post, edit, remove or delete any Posted Content, in our sole discretion and judgment, that violates these Terms of Use, that might be offensive, illegal or inappropriate, that might violate the rights of, harm, or threaten the safety of other users of the Site, that seeks to exploit or harm children by exposing them to inappropriate content, including asking for personally identifiable details, or that contains a virus, worm, "Trojan Horse" or other computer code or file designed to disrupt, interrupt, destroy or limit the functionality of the Site or any other computer or telecommunications software or hardware, and to suspend or terminate the account of and refuse any and all current or future use of the Site or any portion thereof by users who violate these Terms of Use or submit such Posted Content.

We reserve the right to remove any Posted Content from the Site (a) that violates these Terms of Use (including, without limitation, the Xeko Rules, as hereinafter defined and set forth herein) and (b) to comply with any subpoena, order or otherwise cooperate with law enforcement officials regarding the identification of any user alleged to be using a Site in violation of the law. If we deem appropriate in our sole discretion, we reserve the right to preserve a record of any such Posted Content and turn all or a portion thereof over to law enforcement officials.

REGISTRATION INFORMATION AND SECURITY

To access and use the Site or some of the information, content and materials available thereon, you may be required to register with us. If you register, you agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by our registration processes. If you provide any information that does not satisfy this provision, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and restrict or refuse any and all current or future use of any Site or any portion thereof.

For the protection and the integrity of your user account, you agree to log off from your account and exit the Site upon the end of each session.

You also agree to promptly notify us at support@Xeko.com of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Site. You will be responsible for maintaining the confidentiality of your password and for all activities that occur under your username and password. We explicitly disclaim liability for any and all losses and damages arising from your failure to comply with this section.

PUBLIC FORUMS AND COMMUNICATION

"Public Forum" means an area or feature offered as part of the Site that enables users or visitors of the Site (a) to submit, post, display and/or view Posted Content and/or (b) to communicate, share or exchange Posted Content with other Site users, visitors and members of the general public including, without limitation, a chat area, message board, instant messaging, mobile messaging, social community environment, profile page, conversation page, e-mail function (including, but not limited to, electronic greeting cards and send-a-friend e-mails).

You acknowledge that anything you submit to the Site by way of any Public Forum may be routed through our servers, the servers of one or more third parties on our behalf and the Internet, and may be viewed on the Internet by the general public and that, therefore, you have no expectation of privacy with regard to any such submission. You acknowledge that Public Forums and features offered therein are for public, not private, communications. Please keep in mind that whenever you give out personal information online, through any media, including without limitation, a Public Forum, that information can be collected and used by people you don't know. We cannot guarantee the security of any information you disclose through any of these media. Therefore, you make such disclosures at your own risk.

You are and shall remain solely responsible for the Posted Content submitted and/or posted under your username or otherwise by you in any Public Forum and for the consequences of submitting and posting same. You acknowledge that the use of Posted Content posted in any Public Forum is at your own risk. For example, we are not responsible for, and we do not endorse, the opinions, advice or recommendations posted or sent by users in any Public Forum and we specifically disclaim any and all liability in connection therewith.

We reserve the right to screen, refuse to post, remove or edit Posted Content at any time and for any or no reason in our absolute and sole discretion without prior notice, although we have no duty to do so or to monitor any Public Forum. If we elect to screen Posted Content, there may be a delay in the posting of such content in a Public Forum to allow for a review process. If we have questions about your Posted Content including, without limitation, the copyright, we may contact you for further information including, for example, to verify that you own the copyright or otherwise obtained permission to post the material.

When participating in a Public Forum, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated with. Information obtained in a Public Forum may not be reliable, and it is not a good idea to take any action based solely or largely on information you cannot confirm. We cannot be responsible for the accuracy of any Posted Content contained in a Public Forum.

Your ability to access and browse Posted Content within a Public Forum and/or to submit and/or post Posted Content within a Public Forum may be subject to certain age restrictions and/or related procedures that we may revise in our sole discretion at any time and for any reason. Any such age restrictions and procedures will be posted within the Public Forum, as applicable.

XEKO RULES

In addition to the restrictions and requirements set forth in the other provisions of these Terms of Use, the following is a list of Rules applicable to the Site. By using the Site, you agree that:

1. You will not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity including, without limitation, using another person's username, password or other account information, or another person's name, likeness, voice, image or photograph;
2. You will not engage in antisocial, disruptive, or destructive acts, including "flaming," "spamming," "flooding," "trolling," and "griefing" as those terms are commonly understood and used on the Internet;
3. You will not delete any legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, or modify any logos that you do not own or have express permission to modify;
4. You will not submit, post, upload, distribute or otherwise make available or transmit (or attempt to submit, post, upload, distribute or otherwise attempt to make available or transmit) any Posted Content in violation of a Public Forum's restrictions including, but not limited to, its age restrictions, procedures and/or these Terms of Use; and
5. You will not engage in (or attempt to engage in) any criminal activity including, without limitation, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing, harassment, theft, and conspiracy to commit any criminal activity.

We cannot and do not assure that other users are or will be complying with the foregoing Xeko Rules or any other provisions of these Terms of Use, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

To the extent that any feature on the Site requires you to submit your e-mail address or mobile phone number in order to send a card, e-mail or message, you must, and you hereby agree to, furnish your actual e-mail address or actual mobile phone number, as applicable. Any business use, "re-mailing," or other high-volume application is strictly prohibited. You are not permitted to send cards, e-mails or messages using an automated program. Electronic greeting cards, e-mails and mobile messages may not contain inappropriate language or images or copyrighted material (without the consent of the copyright holder) or encourage illegal activity. We reserve the right not to deliver electronic greeting cards, e-mails and mobile messages that violate these guidelines.

Price, Payment and Promotional Use

Some services on the Site require the creation and maintenance of a paying account ("Full Access Subscription") in order for the applicable user to participate in certain premium Site functions and secure additional Site benefits. In order to establish a Full Access Subscription, you (or your parent or legal guardian) are required to create a payment account ("Account"). The individual establishing such Account being referred to herein as the "Account Holder." We reserve the right, at any time and in our sole discretion, to charge additional fees for a Full Access Subscription to the Site, to change the amount of, or basis for determining, any fees or charges for a Full Access Subscription to the Site, and to institute new fees or charges effective upon prior notice to you via the email address provided by you or through any other method that is designed to provide reasonable notice to our users. Notwithstanding the foregoing, we may, at any time and in our sole discretion, provide any user with a Full Access Subscription to the Site at no charge to such user for promotional reasons or otherwise (such as a free subscription or trial). ANY PROVISION OF SUCH PROMOTIONAL TRIALS OR OTHER PREFERRED OR DISCOUNTED ACCESS TO USERS (INCLUDING, BUT NOT LIMITED TO, FULL OR LIMITED SUBSCRIPTIONS OFFERED FREE OF CHARGE) SHALL NOT OBLIGATE US TO PROVIDE SUCH PROMOTIONS, DISCOUNTS, OR PREFERRED ACCESS TO ANY OTHER USERS.

By procuring a Full Access Subscription and establishing an Account, the Account Holder agrees to pay all charges to the Account, including applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable.

If the Account Holder has any reason to believe that the Account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your Account ID, Password, or any credit, debit, PayPal, or charge card information stored on the Site), the Account Holder must promptly change the applicable Site Password and notify us of the problem (by giving notice as described in the Notice section below) to avoid possible liability for any unauthorized charges to the Account.

If Account Holder is paying by credit card (including debit and other charge cards):

We shall charge the Account Holder's credit card on the date Account Holder registers for a Full Access Subscription. Thereafter, we will automatically renew and charge the Account Holder as follows:

Monthly Full Access Subscription Subscribers will be charged a renewal fee upon the one (1)-month anniversary of the first billing date, and each calendar month thereafter.

Semi-Annual Full Access Subscription Subscribers Upon will be charged a renewal fee upon the six (6)-month anniversary of the first billing date, and every six (6)-month anniversary thereafter.

Annual Full Access Subscription Subscribers Upon will be charged a renewal fee upon the one (1)-year anniversary of the first billing date, and each calendar year thereafter.

The renewal charge shall be equal to or less than the original Full Access Subscription price, unless otherwise notified in advance by us via the email address of record on the Account or any other method that is designed to provide reasonable notice to our users. An Account Holder may cancel his or her Full Access Subscription at any time by contacting us at support@Xeko.com. Upon receipt of any such termination request, we agree to terminate the applicable Account as described below.

For monthly subscriptions: If notice of cancellation is received within the first fifteen (15) days following the first day of the initial billing, the Account Holder's subscription will be cancelled immediately and such Account Holder will be eligible to receive a refund of any subscription fees paid that are attributable to the period of time following such cancellation; provided that the Account Holder will remain obligated to pay any other charges incurred.

For semiannual and annual subscriptions: If notice of cancellation is received within the first thirty (30) days following the first day of initial billing, the Account Holder's subscription will be cancelled immediately and such Account Holder will be eligible to receive a refund of any subscription fees paid that are attributable to the period of time following such cancellation; provided that the Account Holder will remain obligated to pay any other charges incurred. If notice of cancellation is received more than thirty (30) days after the initial billing, no refund for unused time will be given.

Your right to use the Site and/or establish a Full Access Subscription is subject to any limits established by us, in our sole discretion, or by the Account Holder's credit card issuer. If any payment required cannot be charged to the Account Holder's credit card or if any such charge is returned to us for any reason, including chargeback, we reserve the right to either suspend or terminate the applicable user's access to the Site and the Account.

REFUND POLICY

Paid memberships to Xeko are non-refundable.

PARENTAL CONSENT

Under the Children's Online Privacy Protection Act ("COPPA"), parental consent is required for the online collection, use and/or disclosure of personal information obtained from a child under the age of thirteen (13). When purchasing a Full Access Subscription, the Account Holder may be asked to provide a valid credit card. If paying by credit card, children will need to have a parent or legal guardian register as the Account Holder. By providing his or her credit card number, the Account Holder: (a) represents and warrants that he or she will be the Account Holder; (b) represents and warrants that he or she is the parent or legal guardian of any child under the age of thirteen (13) for whom he or she allows to use the Account; and (c) agrees to our collection, use and disclosure of personal information in accordance with the Xeko Privacy Policy http://www.Xeko.com/privacy.php with respect to any child under the age of thirteen (13) for whom the Account Holder allows to use the Account.

TERMINATION OF SERVICE

The Account Holder's subscription is effective until terminated by either party. The Account Holder may terminate his or her subscription and Account at any time by emailing support@Xeko.com. Upon cancellation, such Account Holder and/or the applicable user will no longer have a Full Access Subscription. We may terminate any Account and/or Full Access Subscription immediately without notice for any reason or no reason in our sole and absolute discretion.

AUTOMATED GAMEPLAY AND OTHER CHEATING METHODS

Use of any software, code, device or other mechanism that allows automated gameplay, expedited gameplay, or other manipulation of gameplay or game client will result in the immediate termination of your access to the Site. We reserve the right, in our sole and absolute discretion, to determine what constitutes manipulation of gameplay or game client.

DISCLAIMER

THE SITE AND ALL MATERIALS CONTAINED ON IT ARE PROVIDED, DISTRIBUTED AND TRANSMITTED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, HAIRY ENTERTAINMENTDISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HAIRY ENTERTAINMENTDOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THIS SITE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. HAIRY ENTERTAINMENTDOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO THE SITE, INCLUDING, WITHOUT LIMITATION, POSTED CONTENT, OR ANY THIRD PARTY WEBSITES LINKED TO THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. HAIRY ENTERTAINMENTIS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE SITE. YOU USE THIS SITE AT YOUR OWN RISK. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

We cannot ensure that you will be satisfied with any products or services that you purchase from any third-party website that links to or from the Site or third-party information, content or materials contained on the Site (including, without limitation, Posted Content contained in Public Forums). We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy, completeness or reliability of any of the information, content or materials, contained on any third-party website. We do not make any representations or warranties as to the security of any information, content or materials (including, without limitation, credit card and other personal information) you might be requested to give to any third party. You hereby irrevocably waive any claim against us with respect to information, content and materials contained on the Site (including, without limitation, Posted Content), on any third party website, and any information, content and materials you provide to such third party website (including, without limitation, credit card and other personal information). We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

The Site may contain the opinions and views of other users. Given the interactive nature of the Site, we cannot endorse, guarantee, or be responsible for the accuracy, efficacy, or veracity of any content generated by our users. The Posted Content of the Site is intended for educational and entertainment purposes only and nothing in this Site, including, without limitation, any Posted Content, constitutes, or should be viewed as, legal, medical, business, or any other form of professional advice.

INDEMNIFICATION

You hereby agree to indemnify, defend, and hold us, our licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities' respective resellers, distributors, service providers and suppliers, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the "Indemnified Parties") harmless from and against any and all losses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use or claims arising from your account(s). You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THE SITE OR CONTENT, MATERIALS OR FUNCTIONS ON THE SITE, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $1,000 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SITE.

MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR ANY REASONS BEYOND THE REASONABLE CONTROL OF US OR OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND SUPPLIERS.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER WE, OUR LICENSORS AND LICENSEES, NOR ANY OF THE FOREGOING ENTITIES' RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND SUPPLIERS ARE RESPONSIBLE OR LIABLE FOR (A) ANY INCOMPATIBILITY BETWEEN THE SITE AND ANY WEBSITE, SERVICE, SOFTWARE OR HARDWARE OR (B) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE WITH ANY TRANSMISSIONS OR TRANSACTIONS RELATING TO THE SITE IN AN ACCURATE OR TIMELY MANNER.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR THE EXCLUSION, LIMITATION, OR DISCLAIMER LIABILITY FOR THE CERTAIN PROVISIONS SET FORTH IN THESE TERMS OF USE, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.

JURISDICTIONAL AND VENUE ISSUES

You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed, and that venue properly lies, only in state or federal courts located in Atlanta, Georgia, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. We make no representation that information, content or materials on the Site are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with all applicable laws including, but not limited to, any applicable local laws.

AMENDMENT

We reserve the right, in our sole discretion, to change, modify, add or delete portions of these Terms of Use at any time without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Site following any amendment of these Terms of Use will signify and constitute your assent to and acceptance of such revised Terms of Use.

WE MAY CHANGE THE SITE OR DELETE CONTENT OR FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON.

Notices

We may be required by state or federal law to notify you of certain events. You agree that such notices will be effective upon our posting them on the Site or delivering them to you through email or postal mail. If you do not provide us with accurate information, we will not be held liable if we fail to notify you. In addition, we may provide you with administrative and service announcements which you cannot opt out of receiving.

TERMINATION

These Terms of Use are effective until terminated by either you or us. You may terminate these Terms of Use at any time by discontinuing use of the Site and destroying all materials obtained from the Site and all related documentation and all copies and installations thereof, whether made under these Terms of Use or otherwise.

We may immediately terminate these Terms of Use with respect to you (including your access to the Site) without cause and without notice to you in our sole discretion. Upon termination, you must cease use of the Site and destroy all materials obtained from the Site and all copies thereof, whether made under these Terms of Use or otherwise.

The provisions of these Terms of Use, which by their nature should survive the termination of these Terms of Use, shall survive such termination.

GENERAL PROVISIONS

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Georgia and the laws of the United States, without giving effect to any principles of conflicts of law. If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms of Use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.