MOBILE APP TERMS & CONDITIONS

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[WEBSITE URL]
Last updated [month day, year]

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

AGREEMENT TO TERMS
These Terms and Conditions constitute a legally binding agreement made between you,
whether personally or on behalf of an entity (“you”) and [business entity name] (“we,” “us” or
“our”), concerning your access to and use of the [website name.com] website as well as any
other media form, media channel, mobile website or mobile application related, linked, or
otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site,
you have read, understood, and agree to be bound by all of these Terms and Conditions
Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS and CONDITIONS, THEN
YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST
DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time
to time are hereby expressly incorporated herein by reference. We reserve the right, in our
sole discretion, to make changes or modifications to these Terms and Conditions at any time
and for any reason. We will alert you about any changes by updating the “Last updated” date
of these Terms and Conditions and you waive any right to receive specific notice of each
such change. It is your responsibility to periodically review these Terms and Conditions to
stay informed of updates. You will be subject to, and will be deemed to have been made
aware of and to have accepted, the changes in any revised Terms and Conditions by your
continued use of the Site after the date such revised Terms are posted.

The information provided on the Site is not intended for distribution to or use by any person
or entity in any jurisdiction or country where such distribution or use would be contrary to law
or regulation or which would subject us to any registration requirement within such
jurisdiction or country. Accordingly, those persons who choose to access the Site from other
locations do so on their own initiative and are solely responsible for compliance with local
laws, if and to the extent local laws are applicable.

These terms and conditions were created using Termly.

Option 1: The Site is intended for users who are at least 18 years old. Persons under the
age of 13 are not permitted to register for the Site.

Option 2: [The Site is intended for users who are at least 13 years of age.] All users who are
minors in the jurisdiction in which they reside (generally under the age of 18) must have the
permission of, and be directly supervised by, their parent or guardian to use the Site. If you
are a minor, you must have your parent or guardian read and agree to these Terms of Use
prior to you using the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code,
databases, functionality, software, website designs, audio, video, text, photographs, and
graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and
logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and
are protected by copyright and trademark laws and various other intellectual property rights
and unfair competition laws of the United States, foreign jurisdictions, and international
conventions. The Content and the Marks are provided on the Site “AS IS” for your
information and personal use only. Except as expressly provided in these Terms of Use, no
part of the Site and no Content or Marks may be copied, reproduced, aggregated,
republished, uploaded, posted, publicly displayed, encoded, translated, transmitted,
distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever,
without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to which you have
properly gained access solely for your personal, non-commercial use. We reserve all rights
not expressly granted to you in and to the Site, Content and the Marks.

USER REPRESENTATIONS
By using the Site, you represent and warrant that: [(1) all registration information you submit
will be true, accurate, current, and complete; (2) you will maintain the accuracy of such
information and promptly update such registration information as necessary;] (3) you have
the legal capacity and you agree to comply with these Terms of Use; [(4) you are not under
the age of 13;] (5) not a minor in the jurisdiction in which you reside[, or if a minor, you have
received parental permission to use the Site]; (6) you will not access the Site through
automated or non-human means, whether through a bot, script or otherwise; (7) you will not
use the Site for any illegal or unauthorized purpose; and (8) your use of the Site will not
violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have
the right to suspend or terminate your account and refuse any and all current or future use of
the Site (or any portion thereof).

USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential
and will be responsible for all use of your account and password. We reserve the right to
remove, reclaim, or change a username you select if we determine, in our sole discretion,
that such username is inappropriate, obscene, or otherwise objectionable.

PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the
Site available. The Site may not be used in connection with any commercial endeavors
except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. systematically retrieve data or other content from the Site to create or compile, directly
or indirectly, a collection, compilation, database, or directory without written permission
from us.
2. make any unauthorized use of the Site, including collecting usernames and/or email
addresses of users by electronic or other means for the purpose of sending unsolicited
email, or creating user accounts by automated means or under false pretenses.
3. use a buying agent or purchasing agent to make purchases on the Site.
4. use the Site to advertise or offer to sell goods and services.
5. circumvent, disable, or otherwise interfere with security-related features of the Site,
including features that prevent or restrict the use or copying of any Content or enforce
limitations on the use of the Site and/or the Content contained therein.
6. engage in unauthorized framing of or linking to the Site.
7. trick, defraud, or mislead us and other users, especially in any attempt to learn
sensitive account information such as user passwords;
8. make improper use of our support services or submit false reports of abuse or
misconduct.
9. engage in any automated use of the system, such as using scripts to send comments
or messages, or using any data mining, robots, or similar data gathering and extraction
tools.
10. interfere with, disrupt, or create an undue burden on the Site or the networks or
services connected to the Site.
11. attempt to impersonate another user or person or use the username of another user.
12. sell or otherwise transfer your profile.
13. use any information obtained from the Site in order to harass, abuse, or harm another
person.
14. use the Site as part of any effort to compete with us or otherwise use the Site and/or
the Content for any revenue-generating endeavor or commercial enterprise.
15. decipher, decompile, disassemble, or reverse engineer any of the software comprising
or in any way making up a part of the Site.
16. attempt to bypass any measures of the Site designed to prevent or restrict access to
the Site, or any portion of the Site.
17. harass, annoy, intimidate, or threaten any of our employees or agents engaged in
providing any portion of the Site to you.
18. delete the copyright or other proprietary rights notice from any Content.
19. copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,
JavaScript, or other code.
20. upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other
material, including excessive use of capital letters and spamming (continuous posting
of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of
the Site or modifies, impairs, disrupts, alters, or interferes with the use, features,
functions, operation, or maintenance of the Site.
21. upload or transmit (or attempt to upload or to transmit) any material that acts as a
passive or active information collection or transmission mechanism, including without
limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or
 other similar devices (sometimes referred to as “spyware” or “passive collection
mechanisms” or “pcms”).
22. except as may be the result of standard search engine or Internet browser usage, use,
launch, develop, or distribute any automated system, including without limitation, any
spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or
launching any unauthorized script or other software.
23. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
24. use the Site in a manner inconsistent with any applicable laws or regulations.
25. [other]

USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online
forums, and other functionality, and may provide you with the opportunity to create, submit,
post, display, transmit, perform, publish, distribute, or broadcast content and materials to us
or on the Site, including but not limited to text, writings, video, audio, photographs, graphics,
comments, suggestions, or personal information or other material (collectively,
"Contributions"). Contributions may be viewable by other users of the Site and through third-
party websites. As such, any Contributions you transmit may be treated as non-confidential
and non-proprietary. When you create or make available any Contributions, you thereby
represent and warrant that:

1. the creation, distribution, transmission, public display, or performance, and the

accessing, downloading, or copying of your Contributions do not and will not infringe
the proprietary rights, including but not limited to the copyright, patent, trademark, trade
secret, or moral rights of any third party.
2. you are the creator and owner of or have the necessary licenses, rights, consents,
releases, and permissions to use and to authorize us, the Site, and other users of the
Site to use your Contributions in any manner contemplated by the Site and these
Terms of Use.
3. you have the written consent, release, and/or permission of each and every identifiable
individual person in your Contributions to use the name or likeness of each and every
such identifiable individual person to enable inclusion and use of your Contributions in
any manner contemplated by the Site and these Terms of Use.
4. your Contributions are not false, inaccurate, or misleading.
5. your Contributions are not unsolicited or unauthorized advertising, promotional
materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of
solicitation.
6. your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
7. your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. your Contributions do not advocate the violent overthrow of any government or incite,
encourage, or threaten physical harm against another.
9. your Contributions do not violate any applicable law, regulation, or rule.
10. your Contributions do not violate the privacy or publicity rights of any third party.
11. your Contributions do not contain any material that solicits personal information from
anyone under the age of 18 or exploits people under the age of 18 in a sexual or
violent manner.
12. your Contributions do not violate any federal or state law concerning child
 pornography, or otherwise intended to protect the health or well-being of minors;
13. your Contributions do not include any offensive comments that are connected to race,
national origin, gender, sexual preference, or physical handicap.
14. your Contributions do not otherwise violate, or link to material that violates, any
provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result
in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site [or making Contributions accessible to
the Site by linking your account from the Site to any of your social networking accounts], you
automatically grant, and you represent and warrant that you have the right to grant, to us an
unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-
paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell,
publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat,
translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including,
without limitation, your image and voice) for any purpose, commercial, advertising, or
otherwise, and to prepare derivative works of, or incorporate into other works, such
Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution
may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed,
and includes our use of your name, company name, and franchise name, as applicable, and
any of the trademarks, service marks, trade names, logos, and personal and commercial
images you provide. You waive all moral rights in your Contributions, and you warrant that
moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of
your Contributions and any intellectual property rights or other proprietary rights associated
with your Contributions. We are not liable for any statements or representations in your
Contributions provided by you in any area on the Site. You are solely responsible for your
Contributions to the Site and you expressly agree to exonerate us from any and all
responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise
change any Contributions; (2) to re-categorize any Contributions to place them in more
appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any
time and for any reason, without notice. We have no obligation to monitor your Contributions.

GUIDELINES FOR REVIEWS

We may provide you areas on the Site to leave reviews or ratings. When posting a review,
you must comply with the following criteria: (1) you should have firsthand experience with the
person/entity being reviewed; (2) your reviews should not contain offensive profanity, or
abusive, racist, offensive, or hate language; (3) your reviews should not contain
discriminatory references based on religion, race, gender, national origin, age, marital status,
sexual orientation, or disability; (4) your reviews should not contain references to illegal
activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you
should not make any conclusions as to the legality of conduct; (7) you may not post any
false or misleading statements; and (8) you may not organize a campaign encouraging
others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no
obligation to screen reviews or to delete reviews, even if anyone considers reviews
objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily
represent our opinions or the views of any of our affiliates or partners. We do not assume
liability for any review or for any claims, liabilities, or losses resulting from any review. By
posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free,
fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate,
transmit by any means, display, perform, and/or distribute all content relating to reviews.

MOBILE APPLICATION LICENSE

Use License
If you access the Site via a mobile application, then we grant you a revocable, non-
exclusive, non-transferable, limited right to install and use the mobile application on wireless
electronic devices owned or controlled by you, and to access and use the mobile application
on such devices strictly in accordance with the terms and conditions of this mobile
application license contained in these Terms of Use. You shall not: (1) decompile, reverse
engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2)
make any modification, adaptation, improvement, enhancement, translation, or derivative
work from the application; (3) violate any applicable laws, rules, or regulations in connection
with your access or use of the application; (4) remove, alter, or obscure any proprietary
notice (including any notice of copyright or trademark) posted by us or the licensors of the
application; (5) use the application for any revenue generating endeavor, commercial
enterprise, or other purpose for which it is not designed or intended; (6) make the application
available over a network or other environment permitting access or use by multiple devices
or users at the same time; (7) use the application for creating a product, service, or software
that is, directly or indirectly, competitive with or in any way a substitute for the application; (8)
use the application to send automated queries to any website or to send any unsolicited
commercial e-mail; or (9) use any proprietary information or any of our interfaces or our
other intellectual property in the design, development, manufacture, licensing, or distribution
of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple
Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted
to you for our mobile application is limited to a non-transferable license to use the application
on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in
accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
(2) we are responsible for providing any maintenance and support services with respect to
the mobile application as specified in the terms and conditions of this mobile application
license contained in these Terms of Use or as otherwise required under applicable law, and
you acknowledge that each App Distributor has no obligation whatsoever to furnish any
maintenance and support services with respect to the mobile application; (3) in the event of
any failure of the mobile application to conform to any applicable warranty, you may notify
the applicable App Distributor, and the App Distributor, in accordance with its terms and
policies, may refund the purchase price, if any, paid for the mobile application, and to the
maximum extent permitted by applicable law, the App Distributor will have no other warranty
obligation whatsoever with respect to the mobile application; (4) you represent and warrant
that (i) you are not located in a country that is subject to a U.S. government embargo, or that
has been designated by the U.S. government as a “terrorist supporting” country and (ii) you
are not listed on any U.S. government list of prohibited or restricted parties; (5) you must
comply with applicable third-party terms of agreement when using the mobile application,
e.g., if you have a VoIP application, then you must not be in violation of their wireless data
service agreement when using the mobile application; and (6) you acknowledge and agree
that the App Distributors are third-party beneficiaries of the terms and conditions in this
mobile application license contained in these Terms of Use, and that each App Distributor
will have the right (and will be deemed to have accepted the right) to enforce the terms and
conditions in this mobile application license contained in these Terms of Use against you as
a third-party beneficiary thereof.

SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online accounts you
have with third-party service providers (each such account, a “Third-Party Account”) by
either: (1) providing your Third-Party Account login information through the Site; or (2)
allowing us to access your Third-Party Account, as is permitted under the applicable terms
and conditions that govern your use of each Third-Party Account. You represent and warrant
that you are entitled to disclose your Third-Party Account login information to us and/or grant
us access to your Third-Party Account, without breach by you of any of the terms and
conditions that govern your use of the applicable Third-Party Account, and without obligating
us to pay any fees or making us subject to any usage limitations imposed by the third-party
service provider of the Third-Party Account. By granting us access to any Third-Party
Accounts, you understand that (1) we may access, make available, and store (if applicable)
any content that you have provided to and stored in your Third-Party Account (the “Social
Network Content”) so that it is available on and through the Site via your account, including
without limitation any friend lists and (2) we may submit to and receive from your Third-Party
Account additional information to the extent you are notified when you link your account with
the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to
the privacy settings that you have set in such Third-Party Accounts, personally identifiable
information that you post to your Third-Party Accounts may be available on and through your
account on the Site. Please note that if a Third-Party Account or associated service
becomes unavailable or our access to such Third-Party Account is terminated by the third-
party service provider, then Social Network Content may no longer be available on and
through the Site. You will have the ability to disable the connection between your account on
the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR
RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH
YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S)
WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any
Social Network Content for any purpose, including but not limited to, for accuracy, legality, or
non-infringement, and we are not responsible for any Social Network Content. You
acknowledge and agree that we may access your email address book associated with a
Third-Party Account and your contacts list stored on your mobile device or tablet computer
solely for purposes of identifying and informing you of those contacts who have also
registered to use the Site. You can deactivate the connection between the Site and your
Third-Party Account by contacting us using the contact information below or through your
account settings (if applicable). We will attempt to delete any information stored on our
servers that was obtained through such Third-Party Account, except the username and
profile picture that become associated with your account.

SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback,
or other information regarding the Site ("Submissions") provided by you to us are non-
confidential and shall become our sole property. We shall own exclusive rights, including all
intellectual property rights, and shall be entitled to the unrestricted use and dissemination of
these Submissions for any lawful purpose, commercial or otherwise, without
acknowledgment or compensation to you. You hereby waive all moral rights to any such
Submissions, and you hereby warrant that any such Submissions are original with you or
that you have the right to submit such Submissions. You agree there shall be no recourse
against us for any alleged or actual infringement or misappropriation of any proprietary right
in your Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party
Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound,
video, information, applications, software, and other content or items belonging to or
originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-
Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or
completeness by us, and we are not responsible for any Third-Party Websites accessed
through the Site or any Third-Party Content posted on, available through, or installed from
the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy
practices, or other policies of or contained in the Third-Party Websites or the Third-Party
Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party
Websites or any Third-Party Content does not imply approval or endorsement thereof by us.
If you decide to leave the Site and access the Third-Party Websites or to use or install any
Third-Party Content, you do so at your own risk, and you should be aware these Terms of
Use no longer govern. You should review the applicable terms and policies, including privacy
and data gathering practices, of any website to which you navigate from the Site or relating
to any applications you use or install from the Site. Any purchases you make through Third-
Party Websites will be through other websites and from other companies, and we take no
responsibility whatsoever in relation to such purchases which are exclusively between you
and the applicable third party. You agree and acknowledge that we do not endorse the
products or services offered on Third-Party Websites and you shall hold us harmless from
any harm caused by your purchase of such products or services. Additionally, you shall hold
us harmless from any losses sustained by you or harm caused to you relating to or resulting
in any way from any Third-Party Content or any contact with Third-Party Websites.
ADVERTISERS
We allow advertisers to display their advertisements and other information in certain areas of
the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser,
you shall take full responsibility for any advertisements you place on the Site and any
services provided on the Site or products sold through those advertisements. Further, as an
advertiser, you warrant and represent that you possess all rights and authority to place
advertisements on the Site, including, but not limited to, intellectual property rights, publicity
rights, and contractual rights. [As an advertiser, you agree that such advertisements are
subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as
described below, and you understand and agree there will be no refund or other
compensation for DMCA takedown-related issues.] We simply provide the space to place
such advertisements, and we have no other relationship with advertisers.

SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these
Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion,
violates the law or these Terms of Use, including without limitation, reporting such user to
law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict
access to, limit the availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof; (4) in our sole discretion and without limitation,
notice, or liability, to remove from the Site or otherwise disable all files and content that are
excessive in size or are in any way burdensome to our systems; and (5) otherwise manage
the Site in a manner designed to protect our rights and property and to facilitate the proper
functioning of the Site.

PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy [CLICK HERE].
By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into
these Terms of Use. Please be advised the Site is hosted in the United States. If you access
the Site from the European Union, Asia, or any other region of the world with laws or other
requirements governing personal data collection, use, or disclosure that differ from
applicable laws in the United States, then through your continued use of the Site or Services,
you are transferring your data to the United States, and you expressly consent to have your
data transferred to and processed in the United States. [Further, we do not knowingly
accept, request, or solicit information from children or knowingly market to children.
Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we
receive actual knowledge that anyone under the age of 13 has provided personal information
to us without the requisite and verifiable parental consent, we will delete that information
from the Site as quickly as is reasonably practical.]

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE

AND POLICY
Notifications
We respect the intellectual property rights of others. If you believe that any material available
on or through the Site infringes upon any copyright you own or control, please immediately
notify our Designated Copyright Agent using the contact information provided below (a
“Notification”). A copy of your Notification will be sent to the person who posted or stored the
material addressed in the Notification. Please be advised that pursuant to federal law you
may be held liable for damages if you make material misrepresentations in a Notification.
Thus, if you are not sure that material located on or linked to by the Site infringes your
copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include
the following information: (1) A physical or electronic signature of a person authorized to act
on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the
copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the
Site are covered by the Notification, a representative list of such works on the Site; (3)
identification of the material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled, and information
reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient
to permit us to contact the complaining party, such as an address, telephone number, and, if
available, an email address at which the complaining party may be contacted; (5) a
statement that the complaining party has a good faith belief that use of the material in the
manner complained of is not authorized by the copyright owner, its agent, or the law; and (6)
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 upon.

Counter Notification
If you believe your own copyrighted material has been removed from the Site as a result of a
mistake or misidentification, you may submit a written counter notification to [us/our
Designated Copyright Agent] using the contact information provided below (a “Counter
Notification”). To be an effective Counter Notification under the DMCA, your Counter
Notification must include substantially the following: (1) identification of the material that has
been removed or disabled and the location at which the material appeared before it was
removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal
District Court in which your address is located, or if your address is outside the United
States, for any judicial district in which we are located; (3) a statement that you will accept
service of process from the party that filed the Notification or the party's agent; (4) your
name, address, and telephone number; (5) a statement under penalty of perjury that you
have a good faith belief that the material in question was removed or disabled as a result of
a mistake or misidentification of the material to be removed or disabled; and (6) your
physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described
above, we will restore your removed or disabled material, unless we first receive notice from
the party filing the Notification informing us that such party has filed a court action to restrain
you from engaging in infringing activity related to the material in question. Please note that if
you materially misrepresent that the disabled or removed content was removed by mistake
or misidentification, you may be liable for damages, including costs and attorney's fees.
Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

[Name]
Attn: Copyright Agent
[Address]
[City, State Zip]
[email]

[COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available
on or through the Site infringes upon any copyright you own or control, please immediately
notify us using the contact information provided below (a “Notification”). A copy of your
Notification will be sent to the person who posted or stored the material addressed in the
Notification. Please be advised that pursuant to federal law you may be held liable for
damages if you make material misrepresentations in a Notification. Thus, if you are not sure
that material located on or linked to by the Site infringes your copyright, you should consider
first contacting an attorney.]

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT
LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE
RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY
ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP
ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING
WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR
DELETE [YOUR ACCOUNT AND] ANY CONTENT OR INFORMATION THAT YOU
POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering
and creating a new account under your name, a fake or borrowed name, or the name of any
third party, even if you may be acting on behalf of the third party. In addition to terminating or
suspending your account, we reserve the right to take appropriate legal action, including
without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for
any reason at our sole discretion without notice. However, we have no obligation to update
any information on our Site. We also reserve the right to modify or discontinue all or part of
the Site without notice at any time. We will not be liable to you or any third party for any
modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware,
software, or other problems or need to perform maintenance related to the Site, resulting in
interruptions, delays, or errors. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Site at any time or for any reason without notice to you.
You agree that we have no liability whatsoever for any loss, damage, or inconvenience
caused by your inability to access or use the Site during any downtime or discontinuance of
the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and
support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW
These Terms of Use and your use of the Site are governed by and construed in accordance
with the laws of the State of [name of state] applicable to agreements made and to be
entirely performed within the State/Commonwealth of [name of state], without regard to its
conflict of law principles.

DISPUTE RESOLUTION
Option 1: Any legal action of whatever nature brought by either you or us (collectively, the
“Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and
federal courts located in [name of county] County, [name of state], and the Parties hereby
consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens
with respect to venue and jurisdiction in such state and federal courts. Application of the
United Nations Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. In no
event shall any claim, action, or proceeding brought by either Party related in any way to the
Site be commenced more than ______ years after the cause of action arose.

Option 2: Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to
these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you
or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt
to negotiate any Dispute (except those Disputes expressly provided below) informally for at
least ______ days before initiating arbitration. Such informal negotiations commence upon
written notice from one Party to the other Party.

Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
(except those Disputes expressly excluded below) will be finally and exclusively resolved by
binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD
HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary
Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are
available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator
compensation shall be governed by the AAA Consumer Rules and, where appropriate,
limited by the AAA Consumer Rules. [If such costs are determined to by the arbitrator to be
excessive, we will pay all arbitration fees and expenses.] The arbitration may be conducted
in person, through the submission of documents, by phone, or online. The arbitrator will
make a decision in writing, but need not provide a statement of reasons unless requested by
either Party. The arbitrator must follow applicable law, and any award may be challenged if
the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or
applicable law, the arbitration will take place in [name of county] County, [name of state].
Except as otherwise provided herein, the Parties may litigate in court to compel arbitration,
stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the
award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be
commenced or prosecuted in the state and federal courts located in [name of county]
County, [name of state], and the Parties hereby consent to, and waive all defenses of lack of
personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in
such state and federal courts. Application of the United Nations Convention on Contracts for
the International Sale of Goods and the the Uniform Computer Information Transaction Act
(UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be
commenced more than _____ years after the cause of action arose. If this provision is found
to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling
within that portion of this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction
above, and the Parties agree to submit to the personal jurisdiction of that court.

Option 3: Binding Arbitration

To expedite resolution and control the cost of any dispute, controversy or claim related to
these Terms of Use (each a "Dispute" and collectively, “Disputes”), any Dispute brought by
either you or us (individually, a “Party” and collectively, the “Parties”) shall be finally and
exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS
PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY
TRIAL. The arbitration shall be commenced and conducted under the Commercial
Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate,
the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer
Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees
and your share of arbitrator compensation shall be governed by the AAA Consumer Rules
and, where appropriate, limited by the AAA Consumer Rules. [If such costs are determined
to by the arbitrator to be excessive, we will pay all arbitration fees and expenses.] The
arbitration may be conducted in person, through the submission of documents, by phone, or
online. The arbitrator will make a decision in writing, but need not provide a statement of
reasons unless requested by either Party. The arbitrator must follow applicable law, and any
award may be challenged if the arbitrator fails to do so. Except where otherwise required by
the applicable AAA rules or applicable law, the arbitration will take place in [name of county]
County, [name of state]. Except as otherwise provided herein, the Parties may litigate in
court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify,
vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be
commenced or prosecuted in the state and federal courts located in [name of county]
County, [name of state], and the Parties hereby consent to, and waive all defenses of lack
of, personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in
such state and federal courts. Application of the United Nations Convention on Contracts for
the International Sale of Goods and the Uniform Computer Information Transaction Act
(UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site or
Services be commenced more than ______ years after the cause of action arose. If this
provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any
Dispute falling within that portion of this provision found to be illegal or unenforceable and
such Dispute shall be decided by a court of competent jurisdiction within the courts listed for
jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Option 2/Option 3: Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties
individually. To the full extent permitted by law, (a) no arbitration shall be joined with any
other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-
action basis or to utilize class action procedures; and (c) there is no right or authority for any
Dispute to be brought in a purported representative capacity on behalf of the general public
or any other persons.

Option 2/Option 3: Exceptions to [Informal Negotiations and] Arbitration

The Parties agree that the following Disputes are not subject to the above provisions
concerning [informal negotiations and] binding arbitration: (a) any Disputes seeking to
enforce or protect, or concerning the validity of, any of the intellectual property rights of a
Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of
privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found
to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling
within that portion of this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction
above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or
omissions that may relate to the Site, including descriptions, pricing, availability, and various
other information. We reserve the right to correct any errors, inaccuracies, or omissions and
to change or update the information on the Site at any time, without prior notice.

DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT
YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO
WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS
OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS
SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1)
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY
UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND
ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED
THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM
THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR
DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT
POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO
NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH
THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL
NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS
OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH
ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT
AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE
TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST
PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM
YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. [NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS
OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO [THE LESSER OF]
[THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE [_________] MONTH
PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING [OR] [$_________]. CERTAIN
STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO
YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY
TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.]

INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates,
and all of our respective officers, agents, partners, and employees, from and against any
loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses,
made by any third party due to or arising out of: (1) [your Contributions]; (2) use of the Site;
(3) breach of these Terms of Use; (4) any breach of your representations and warranties set
forth in these Terms of Use; (5) your violation of the rights of a third party, including but not
limited to intellectual property rights; or (6) any overt harmful act toward any other user of the
Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense and control of any matter for which
you are required to indemnify us, and you agree to cooperate, at your expense, with our
defense of such claims. We will use reasonable efforts to notify you of any such claim,
action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the
Site, as well as data relating to your use of the Site. Although we perform regular routine
backups of data, you are solely responsible for all data that you transmit or that relates to
any activity you have undertaken using the Site. You agree that we shall have no liability to
you for any loss or corruption of any such data, and you hereby waive any right of action
against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND

SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree that all
agreements, notices, disclosures, and other communications we provide to you
electronically, via email and on the Site, satisfy any legal requirement that such
communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC
SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC
DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED
OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements
under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which
require an original signature or delivery or retention of non-electronic records, or to
payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California Department of
Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California
95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site constitute
the entire agreement and understanding between you and us. Our failure to exercise or
enforce any right or provision of these Terms of Use shall not operate as a waiver of such
right or provision. These Terms of Use operate to the fullest extent permissible by law. We
may assign any or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by any cause
beyond our reasonable control. If any provision or part of a provision of these Terms of Use
is determined to be unlawful, void, or unenforceable, that provision or part of the provision is
deemed severable from these Terms of Use and does not affect the validity and
enforceability of any remaining provisions. There is no joint venture, partnership,
employment or agency relationship created between you and us as a result of these Terms
of Use or use of the Site. You agree that these Terms of Use will not be construed against
us by virtue of having drafted them. You hereby waive any and all defenses you may have
based on the electronic form of these Terms of Use and the lack of signing by the parties
hereto to execute these Terms of Use.

CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding
use of the Site, please contact us at:

[Corporate Name]
[Corporate Address]
[Corporate Phone Number]
[Corporate Fax Number]
[Email Address]