MarketFriends Terms of Use Agreement

January 27th, 2009

MarketFriends is a networking service that allows members to create personal profiles online in order to find and communicate with other Members. The services offered by MarketFriends ("MarketFriends.com" collectively, "us", "we" or "the Company") include the MarketFriends.com website (the "MarketFriends Website"), the MarketFriends and any other features, content, or applications offered from time to time by MarketFriends in connection with the MarketFriends website (collectively, the "MarketFriends Services"). The MarketFriends Services are hosted in the U.S.

Terms of Use Agreement ("Agreement")

The following terms sets forth the binding terms for your use of the MarketFriends Services. By use of the MarketFriends Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the MarketFriends Website) or you are a "Member" (which means that you have registered with MarketFriends.com). The term "User" refers to a Visitor or a Member. You are only authorized to use the MarketFriends Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully. If you do not agree, you should leave the MarketFriends Website and discontinue use of the MarketFriends Services immediately. If you wish to become a Member, communicate with other Members and make use of the MarketFriends Services. During the Registration process you will requested to abide by the terms of this Agreement.

This Agreement includes MarketFriends's policy for acceptable use of the MarketFriends Services and Content posted on the MarketFriends Website, your rights, obligations and restrictions regarding your use of the MarketFriends Services and MarketFriends's Privacy Policy. In order to participate in certain MarketFriends Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the MarketFriends Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

Please provide the correct information that you post on the MarketFriends.com website and other Users. Your MarketFriends profile may not include the following items: street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other MarketFriends members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and MarketFriends assumes no responsibility or liability for this material. If you become aware of misuse of the MarketFriends Services by any person, please contact MarketFriends at the report a User page.

MarketFriends may modify this Agreement at all times and said modification(s) shall be effective upon posting by MarketFriends on its Website. You agree to be bound to any changes to this Agreement when you use the MarketFriends Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

MarketFriends reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the MarketFriends Services at any time, for any or no reason, with or without prior notice, and without liability. MarketFriends expressly reserves the right to remove your profile and/or restrict, suspend, or terminate your access to any part of MarketFriends Services if MarketFriends determines, in its sole discretion, that you pose a threat to MarketFriends and/or its Users.

1. Eligibility:

   Use of and Membership in the MarketFriends Services is void where prohibited. By using the MarketFriends Services, you represent and warrant that

   (a) all registration information you submit is truthful and accurate;
   (b) you will maintain the accuracy of such information;
   (d) your use of the MarketFriends Services does not violate any applicable laws or regulations. Your profile may be deleted and your Membership may be terminated without warning.

2. Terms:

   This Agreement shall remain in full force and effect while you use the MarketFriends Services or are a member. You may terminate your membership at any time, for any reason, by following the instructions on the member's My Account settings page. MarketFriends may terminate your membership at any time, without warning. Even after membership is terminated, this Agreement will remain in effect.

3. Password:

   When you sign up to become a member, you will also be asked to choose a password.

   (a) You are entirely responsible for maintaining the confidentiality of your password.
   (b) You agree not to use the account, username, or password of another member at any time or to disclose your password to any third party.
   (c) You agree to notify MarketFriends immediately if you suspect any unauthorized use of your account or access to your password.
   (d) You are solely responsible for any and all use of your account.

4. Personal Use by members:

   The MarketFriends Services are for the personal use of Members only and may not be used in connection with any commercial business except those that are specifically endorsed or approved by MarketFriends. Illegal and/or unauthorized use of the MarketFriends Services, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the MarketFriends website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from member profiles without notice and may result in termination of membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the MarketFriends Services.

5. Proprietary Rights in Content on MarketFriends:

   (a) MarketFriends does not claim any ownership rights in the content supplied by Members, including but not limited to text, files, images, photos, video, sounds, musical works, works of authorship or any other materials that you post to the MarketFriends website. After posting your content to the MarketFriends Services, you continue to retain all ownership rights in such content, and you continue to have the right to use your content in any way you choose. By displaying or publishing ("posting") any content on or through the MarketFriends Services, you hereby grant to MarketFriends a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such content solely on and through the MarketFriends Services.
   
   (b) Without this license, MarketFriends would be unable to provide the MarketFriends Services. For example, without the right to modify member content, MarketFriends would not be able to digitally compress files that Members submit or otherwise format content to satisfy technical requirements, and without the right to publicly perform member content, MarketFriends could not allow Users to watch to video posted by the administrator. The license you grant to MarketFriends is non-exclusive (meaning you are free to license your content to anyone else in addition to MarketFriends), fully-paid and royalty-free (meaning that MarketFriends is not required to pay you for the use on the MarketFriends Services of the Content that you post), sub-licensable (so that MarketFriends is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the MarketFriends Services), and worldwide (because the Internet and the MarketFriends Services are global in reach). This license will terminate at the time you remove your content from the MarketFriends Services. The license does not grant MarketFriends the right to sell your content, nor does the license grant MarketFriends the right to distribute your content outside of the MarketFriends Services.
   
   (c) You represent and warrant that:

   
   (I.) you own the content posted by you on or through the MarketFriends Services or otherwise have the right to grant the license set forth in this section;
   (II.) the posting of your content on or through the MarketFriends Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the MarketFriends Services.

   
   (d) The MarketFriends Services contain content of MarketFriends ("MarketFriends Content"). MarketFriends content is protected by copyright, trademark, patent, trade secret and other laws, and MarketFriends owns and retains all rights in the MarketFriends content and the MarketFriends Services. MarketFriends hereby grants you a limited and revocable, quasi license to reproduce and display the MarketFriends content (excluding any software code and logo) solely for your personal use in connection with viewing the MarketFriends website and using the MarketFriends Services.
   
   (e) The MarketFriends Services contain content of Users and other MarketFriends licensors. Except for content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the MarketFriends Services.

6. Content:

   (a) MarketFriends may delete any content that in the sole judgment of MarketFriends violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. MarketFriends assumes no responsibility for monitoring the MarketFriends Services for inappropriate content or conduct. If at any time MarketFriends chooses, in its sole discretion, to monitor the MarketFriends Services, MarketFriends nonetheless assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content.
   (b) You are solely responsible for the content that you post on or through any of the MarketFriends Services, and any material or information that you transmit to other members and for your interactions with other Users. MarketFriends does not endorse and has no control over the content. Content is not necessarily reviewed by MarketFriends prior to posting and does not necessarily reflect the opinions or policies of MarketFriends. MarketFriends makes no warranties, express or implied, as to the content or to the accuracy and reliability of the content or any material or information that you transmit to other members.

7. Activity and Content Prohibited:

   The following is a brief summary of the kind of content that is illegal or prohibited to post on or through the MarketFriends Services. MarketFriends reserves the right to investigate and take appropriate legal action against anyone who, in MarketFriends's sole discretion, violates this provision, including without limitation, removing the offending communication from the MarketFriends Services and terminating the membership of such violators. Prohibited content includes, but is not limited to content that, in the sole discretion of MarketFriends:

   (a) Is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
   (b) Harasses or advocates harassment of another person;
   (c) Exploits people in a sexual or violent manner;
   (d) Contains nudity, violence, or offensive subject matter or contains a link to an adult website;
   (f) Provides any telephone numbers, street addresses, last names, URLs or email addresses;
   (g) Promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
   (h) Promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
   (i) Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
   (j) Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
   (k) Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
   (l) Solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
   (m) Involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
   (n) Includes a photograph of another person that you have posted without that person's consent; or
   (o) For band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile.

   The following is a partial list of the types of activity that is illegal or prohibited on the MarketFriends website and through your use of the MarketFriends Services. MarketFriends reserves the right to investigate and take appropriate action legal or otherwise against those who, in MarketFriends's sole discretion, violates this provision, including without limitation, reporting you to the applicable law enforcement agencies. Unacceptable activity includes, and not limited to the following:

   (A) Criminal or intolerable activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
   
   (B) Soliciting or Advertising of or to any Member to purchase or sell any products or services through MarketFriends Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the MarketFriends Services in order to contact, advertise to, solicit, or sell to any member without their prior explicit consent. If a member breaches this Agreement and sends unsolicited bulk email, instant messages or other unsolicited communications of any kind through the MarketFriends Services, you acknowledge that you will have caused substantial harm to MarketFriends, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay MarketFriends $100,000 for each such unsolicited email or other unsolicited communication you send through the MarketFriends Services;

   (a) Covering or obscuring the banner advertisements on your personal profile page, or any MarketFriends page via HTML/CSS or any other means;
   (b) Any automated use of the system, such as using scripts to add friends or send comments or messages;
   (c) Interfering with, disrupting, or creating an undue burden on the MarketFriends Services or the networks or services connected to the MarketFriends Services;
   (d) Attempting to impersonate another Member or person;
   (e) Using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
   (f) Selling or otherwise transferring your profile;
   (g) Using any information obtained from the MarketFriends Services in order to harass, abuse, or harm another person;
   (h) Displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the MarketFriends Services on behalf of that person, such as placing commercial content on your profile, posting messages or bulletins with a commercial purpose, posting questions and/or answers, or sending private messages with a commercial purpose;
   (i) Using the MarketFriends Services in a manner inconsistent with any and all applicable laws and regulations.

8. Copyright Policy:

   You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of MarketFriends to terminate membership privileges of any member who repeatedly infringes the copyright rights of others upon receipt of proper notification to MarketFriends by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the MarketFriends Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

   (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
   (b) A description of the copyrighted work that you claim has been infringed;
   (c) A description of where the material that you claim is infringing is located on the MarketFriends Services;
   (d) Your address, telephone number, and email address;
   (e) A written 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;
   (f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

9. Member Disputes:

   You are solely responsible for your communications/contact with other MarketFriends members. MarketFriends reserves the right, but has no obligation, to monitor disputes between you and other members.

10. Privacy:

    Use of the MarketFriends Services is also governed by our Privacy Policy, which is incorporated into this Agreement.

11. Disclaimers:

    MarketFriends is not responsible for any incorrect or inaccurate Content posted on the MarketFriends website or in connection with the MarketFriends Services, whether caused by Users of the MarketFriends Services or by any of the equipment or programming associated with or utilized in the MarketFriends Services. Profiles created and posted by members on the MarketFriends website may contain links to other websites. MarketFriends is not responsible for the content; accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by MarketFriends. Inclusion of any linked website on the MarketFriends Services does not imply approval or endorsement of the linked website by MarketFriends.com. When you access these third-party sites, you do so at your own risk. MarketFriends takes no responsibility for third party advertisements which are posted on this MarketFriends Website or through the MarketFriends Services, nor does it take any responsibility for the goods or services provided by its advertisers. MarketFriends is not responsible for the conduct, whether online or offline, of any User of the MarketFriends Services. MarketFriends assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. MarketFriends is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the MarketFriends Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the MarketFriends Services. Under no circumstances shall MarketFriends be responsible for any loss or damage, including personal injury or death, resulting from use of the MarketFriends Services, attendance at a MarketFriends event, from any Content posted on or through the MarketFriends Services, or from the conduct of any Users of the MarketFriends Services, whether online or offline. The MarketFriends Services are provided "AS-IS" and as available and MarketFriends expressly disclaims any warranty of fitness for a particular purpose or non-infringement. MarketFriends cannot guarantee and does not promise any specific results from use of the MarketFriends Services.

12. Limitation on Liability:

    IN NO EVENT SHALL MarketFriends BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF MarketFriends HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MarketFriends'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MarketFriends FOR THE MarketFriends SERVICES DURING THE TERM OF MEMBERSHIP.

13. U.S. Export Controls:

    Software available in connection with the MarketFriends Services (the "Software") is further subject to United States export controls. No Software may be downloaded and/or posted for sale from the MarketFriends Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

14. Disputes:

    If there is any dispute about or involving the MarketFriends Services, you agree that the dispute shall be governed by the laws of the State of Illinois, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Illinois, City of Chicago. Either MarketFriends or you may demand that any dispute between MarketFriends and you about or involving the MarketFriends Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Chicago, Illinois, USA, provided that the foregoing shall not prevent MarketFriends from seeking injunctive relief in a court of competent jurisdiction.

15. Indemnity:

    You agree to indemnify and hold MarketFriends, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the MarketFriends Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the MarketFriends website or through the MarketFriends Services causes MarketFriends to be liable to another.

16. Other:

    This Agreement is accepted upon your use of the MarketFriends website or any of the MarketFriends Services and is further affirmed by you becoming a member. This Agreement constitutes the entire agreement between you and MarketFriends regarding the use of the MarketFriends Services. The failure of MarketFriends to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. MarketFriends is a trademark of MarketFriends, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE