These terms and conditions may be changed in the future without further notice. Your continued use of the MMI Site after any such changes constitutes your acceptance of the new terms and conditions.

Copyright and Proprietary Rights

Unless otherwise stated, the MMI Site and all software, text, images, graphics, page layout, design elements, audio, video, music, multi-media exhibition and all other information and materials originated or used by MMI in connection with the MMI Site (the "Proprietary Elements”) are the property of MMI and/or its affiliates, licensors, suppliers, or business partners and are protected by United States copyright, trade secret, and trademark law, as well as other state, federal, and international laws and regulations. Except as expressly provided herein, MMI does not grant any express or implied rights to you under any patent(s), copyright(s), trademark(s), or trade secret information. Accordingly, unauthorized use of the MMI Site, the Proprietary Elements, or any other information or material available on or through the MMI Site may violate patent laws, copyright laws, trademark laws, trade secret laws, laws pertaining to privacy and publicity rights, or other laws or regulations. Please be aware that MMI actively and aggressively enforces its intellectual property rights to the fullest extent of the law.

Copyright ©2006-2007 Marshall Media Inc. All Rights Reserved. MMI also owns a copyright in the MMI Site as a collective work and/or compilation, and in the selection, coordination, arrangement and enhancement of the Proprietary Elements.

“Marshall Media” and the stylized MMI logo are the trademarks and/or service marks or the registered trademarks and/or service marks of MMI. All other trademarks, registered trademarks, product names, and company names or logos displayed on the MMI Site are the property of their respective owners.

Site License

MMI grants you a limited license to make personal use only of the MMI Site and the Proprietary Elements, conditioned on your continued compliance with these terms and conditions. You may not reproduce, upload, post, transmit, download, distribute, sell, sublicense, transfer, mirror or frame any part of the MMI Site or the Proprietary Elements, except as expressly permitted by MMI in writing. You may not modify or create derivative works of the MMI Site or the Proprietary Elements without MMI's prior written consent. Further, you may not use any metatags or any other “hidden text” utilizing a MMI name or Proprietary Element without MMI's prior written consent.

Customer Content

By uploading, storing, or transmitting images, audio, video and/or multi-media content or any other information or materials on the MMI Site that you intend for access by the public (“Customer Content”), you grant to MMI and its affiliates and suppliers a royalty-free, world-wide, perpetual, irrevocable, transferable, unrestricted, non-exclusive right and license to use, reproduce, transmit, publicly perform or display, translate, or otherwise communicate to the public such Customer Content.

MMI is not responsible in any manner for, and does not undertake to screen, police, review, edit, or monitor any Customer Content. MMI is not a publisher of any Customer Content. Nevertheless, MMI reserves the right to block, remove temporarily or to delete any Customer Content for any reason or for no reason at all. In addition, if you violate any of the following rules, MMI may, in its sole discretion, issue a warning to you or prohibit you from using the MMI Site without warning.

You may not link, upload, store, or transmit any of the following materials on or through the MMI Site:

• unauthorized copyrighted material or any other material that infringes on the intellectual property rights, trade secrets, or privacy rights of another;
• materials that encourage criminal conduct, could give rise to civil liability or otherwise violate any law or regulation in any jurisdiction;
• materials that defame, harass, abuse, stalk, threaten, or in any way violate any law or regulation in any jurisdiction;
• materials that are bigoted, hateful, or racially offensive;
• materials that contain vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate;
• materials pertaining to pyramid schemes or to investment opportunities or advice not permitted under law; or
• materials that constitute anti-competitive collaboration and/or antitrust violations.

You must use your best judgment and reasonable caution in evaluating all Customer Content. MMI does not make any representations with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of, any advise, opinions, statements, or other information contained in any Customer Content. Any advice, opinions, statements, and other information contained in any Customer Content are the sole responsibility of the author thereof, and MMI expressly disclaims all responsibility and liability for such advice, opinions, statements, and other information.

MMI respects the rights (including the intellectual property rights) of others and asks its users to do the same. MMI may, under appropriate circumstances and in its sole discretion, deny access to the MMI Site to users that infringe or otherwise violate the rights of others. If you believe that any Customer Content should be deleted because it violates any of the above rules, please notify MMI at legal@marshallmediainc.com. MMI does not have any obligation, however, to review any Customer Content, or to delete or modify any Customer Content, even after being notified of a potential violation.

Account Maintenance and Responsibility

If you wish to create, schedule or deploy a multi-media transmission on the MMI Site, you must become a registered customer ("Registered Customer"). By registering with MMI to become a Registered Customer, you represent, warrant, and covenant that: (a) you are above the age of 18 or that you are at least 13 years old and have your parents' or guardians' permission to register with MMI; (b) you are using your actual identity; and (c) you have provided only accurate, complete and up-to-date information about yourself during the registration process and at all other times thereafter. By logging onto the MMI Site using any member name and password, you represent, warrant, and covenant that you are use such member name and password and to engage in the activities and communications that you conduct thereunder. You agree to be solely responsible for the confidentiality and use of your member name and password, as well as for any activities or communications conducted through the MMI Site using your member name and password. If you wish to cancel a member name or password, or if you become aware of any loss, theft, or unauthorized use of a member name or password, please notify MMI immediately. MMI reserves the right to delete or change any username or password at any time and for any reason.

Fees

MMI charges fees in connection with certain services and products available on the MMI Site. If you request such services or products, you are responsible for paying all such fees and any and all taxes applicable thereto. All fees payable in connection with such services and products are as stated at the time you place your order and are in U.S. dollars unless otherwise stated.

Privacy

MMI believes strongly in protecting customer privacy. Therefore, MMI has adopted a privacy policy. Customers of the MMI Site should refer to MMI's Privacy Policy for information about how MMI uses and collects personal information.

Advertisements

MMI, in its sole discretion, may post the advertisements of third parties on the MMI Site. Your correspondence or any other dealings with advertisers found on the MMI Site are solely between you and such advertiser. You agree that MMI shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such advertisements on the MMI Site. Moreover, MMI shall not be responsible or liable for the statements or conduct of any such advertisers on the MMI Site.

Links

MMI makes no claim or representation regarding the quality, content, nature, or reliability of sites accessible by hyperlink from the MMI Site or sites linking to the MMI Site, and MMI accepts no responsibility in connection therewith. Any linked sites are not under the control of MMI, and MMI is not responsible for the content of any linked site or any link contained in a linked site, or for any review, changes, or updates to any such sites. MMI is providing these links to you only as a convenience. The inclusion of any link does not imply affiliation, endorsement, or adoption by MMI of the linked site or any information contained therein. When leaving the MMI Site, you should be aware that MMI's terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of each linked site.

Term and Termination

These terms and conditions will take effect at the time of your first use of the MMI Site (thereby indicating your acceptance of these terms and conditions). MMI reserves the right to deny you access to the MMI Site and/or to terminate your registration with the MMI Site at any time and for any reason, including without limitation if MMI, in its sole discretion, believes that you have violated these terms and conditions or the Privacy Policy or otherwise have engaged in unacceptable or illegal conduct. MMI reserves the right to change, suspend or discontinue all or any aspect of the MMI Site at any time, including the availability of any features, services, or products, without prior notice. These terms and conditions shall survive any termination of you use of the MMI Site.

Disclaimers

THE MMI SITE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE MMI SITE AND ANY INFORMATION OR OTHER MATERIALS AVAILABLE ON OR THROUGH THE MMI SITE IS AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MMI AND ITS AFFILIATES, SUPPLIERS, AND BUSINESS PARTNERS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER MMI NOR ITS AFFILIATES, SUPPLIERS, OR BUSINESS PARTNERS WARRANT THAT THE MMI SITE OR ANY INFORMATION OR OTHER MATERIALS AVAILABLE ON OR THROUGH THE MMI SITE WILL MEET YOUR REQUIREMENTS OR WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.

MMI DOES NOT CONTROL, IN ANY RESPECT, ANY CUSTOMER CONTENT. NEITHER MMI NOR ITS AFFILIATES, SUPPLIERS, OR BUSINESS PARTNERS ASSUME ANY RESPONSIBILITY FOR OR MAKE ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENCY, AVAILABILITY, OR USEFULNESS OF ANY CUSTOMER CONTENT. MMI AND ITS AFFILIATES, SUPPLIERS, AND BUSINESS PARTNERS EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY CUSTOMER CONTENT, INCLUDING BUT NOT LIMITED TO ANY CUSTOMER CONTENT THAT IS DEFAMATORY, ILLEGAL, DISCRIMINATORY, OR OTHERWISE IN VIOLATION OF THESE TERMS AND CONDITIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MMI EXPRESSLY DISCLAIMS ANY LIABILITY FOR FAILURE TO MONITOR OR REVIEW ANY CUSTOMER CONTENT.

Limitations of Liability

YOUR SOLE REMEDY WITH RESPECT TO ANY PROBLEMS WITH THE MMI SITE OR ANY INFORMATION OR OTHER MATERIALS AVAILABLE ON OT THROUGH THE MMI SITE SHALL BE TO DISCONTINUE YOUR USE THEREOF.

UNDER NO CIRCUMSTANCES SHALL MMI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, OR BUSINESS PARTNERS, OR ANY OTHER PARTY INVOLVED IN CREATING, HOSTING, TRANSMITTING, OR DISTRIBUTING THE MMI SITE BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE MMI SITE OR ANY INFORMATION OR OTHER MATERIALS AVAILABLE ON OR THROUGH THE MMI SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to indemnify, defend, and hold harmless MMI and its officers, directors, employees, agents, affiliates, suppliers, business partners, and any other party involved in creating, hosting, transmitting, or distributing the MMI Site from any claim, action, demand, loss, or damages (including reasonable court costs and attorneys' fees) arising out of or related to any Customer Content, your use of the MMI Site, any violation of these terms and conditions by you, or any violation of any intellectual property right or other right of any person or entity by you.

Events Beyond the Control of MMI

You absolve and release MMI from any claim of harm resulting from any cause beyond MMI's control, including but not limited to failure of electronic or mechanical equipment or communication lines, telecommunications or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.

Submissions

All concepts, ideas, comments, manuscripts, illustrations, and/or other materials that you disclose or offer to MMI on or in connection with the MMI Site are submitted without any restrictions or expectation of confidentiality. MMI shall have no financial or other obligations to you when you submit such information, nor shall you assert any proprietary or moral right of any kind with respect to such submissions. MMI shall have the right to use, reproduce, publish, transmit, publicly perform or display, translate, create derivative works from, or otherwise communicate to the public, such submissions (except for submissions of personal information which shall be subject to the terms of the MMI Privacy Policy), in whole or in part, in any form or media now know or hereafter invented, including the right to incorporate such submissions in other works, without notice or compensation to you. MMI shall have the right to sublicense any such submissions to third parties, and to otherwise exploit any proprietary rights in such submissions, including copyright, trademark, service mark, and patent rights.

Confidentiality on Internet

Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. Neither MMI nor its affiliates, suppliers, or business partners are responsible for the security of any information transmitted via the Internet. You assume all risks involved in transmitting material to or from the MMI Site and must make your own determination as to these matters.

Notices

Except as expressly stated otherwise, all notices to MMI shall be sent to the following email address: legal@marshallmediainc.com. MMI's street address is 655 N. Central Ave., 17th Floor, Glendale, California 91203, U.S.A. All notices to you shall be sent to the email address you provided to MMI during the registration process. Such notice shall be deemed given one business day after the email is sent.

Miscellaneous

These terms and conditions constitute the entire agreement between you and MMI relating to your use of the MMI Site. Any of these terms and conditions which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable any of the remaining terms and conditions or affecting the validity or enforceability of such terms and conditions in any other jurisdiction. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MMI without restriction.

Failure to insist on strict performance of any of these terms and conditions will not operate as a waiver of any subsequent default. No waiver by MMI of any right under these terms and conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

Your use of the MMI Site must comply with all applicable laws, rules, and regulations that govern the export of technical data. Any action or claim against MMI must be brought within one year following the date on which the claim first accrued or shall be deemed forever waived. Any rights not expressly granted herein are reserved to MMI.

A printed version of these terms and conditions and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These terms and conditions shall be governed by a construed in accordance with the laws of the State of California, U.S.A., without giving effect to its conflict of laws principles. Except for allegations that you have infringed or have threatened to infringe MMI's intellectual property rights, any dispute or controversy between you and MMI, or arising under or concerning performance or breach of these term and conditions, shall be settled by a single arbitrator in binding arbitration, to be held in Los Angeles, California, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in a court of competent jurisdiction. In the event that MMI alleged that you have infringed or threatened to infringe MMI's intellectual property rights, then, in addition to any other rights and remedies MMI may have, MMI may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you consent to the exclusive personal jurisdiction and venue of the federal and state courts in and for Los Angeles, California, U.S.A.

YOU AND MMI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MMI WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

Contact Information

Any questions regarding the MMI Site and any requests for additional information concerning MMI may be directed to MMI at info@marshallmediainc.com.