1.OWNERSHIP AND YOUR RIGHTS TO USE THE SERVICE AND CONTENT.

a)     Ownership.The Service and all of its content (“Content”), including all copyrights,patents, trademarks, service marks, trade names and all other intellectualproperty rights therein (“Intellectual Property”), are owned or controlled byCompany, our licensors, and certain other third parties. All right, title, andinterest in and to the Content and Intellectual Property available via theService is the property of Company, our licensors or certain other thirdparties, and is protected by U.S. and international copyright, trademark, tradedress, patent and/or other intellectual property and unfair competition rightsand laws to the fullest extent possible. Company owns the copyright in theselection, compilation, assembly, arrangement, and enhancement of the Contenton the Service.

b)     YourRights to Use the Service and Content.Your right to use the Service and content is subject to your strict compliancewith these Terms and the Additional Terms. Your right to access and use theService and the Intellectual Property shall automatically terminate upon anyviolations. These rights are non-exclusive, limited, and revocable by us at anytime in our sole discretion without advance notice or liability. As your rightto access and use the Service and the content is personal to you, you may notassign nor transfer your right; any attempt to do so is void. You may, for yourpersonal, non-commercial, lawful use only (collectively, the following are the“Company Licensed Elements”):

                       i.        Display, view, use, andplay the content on a computer, mobile or other internet enabled or permitteddevice (“Device”) and/or print one copy of the content (excluding source andobject code in raw form or otherwise) as it is displayed to you;

                      ii.        Stream the content usingany of the widgets and/or other digital streaming internet video players, ifany, provided on the Service;    

                    iii.        Subject to any applicableAdditional Terms, if the Service includes a “Send to Friend,” social mediasharing or similar tool that allows you to initiate and send to one of yourfriends a communication that includes content, or to post our content to third-partyservices or your own site or online service, and the tool is operational, usethe tool to do so; provided, however, that you do not do so in any manner thatviolates applicable law or third-party rights or reflects negativity on us, andonly send to recipients who are at least twenty-one (21) years of age and whoyou have permission to contact. In the event you receive anything inconsideration from us related to sending or posting a message (e.g., couponbased on sales related to a cigar collection you posted, sweepstakes entries,etc.) you represent you will disclose the receipt of this consideration as partof the message and will include any specific disclosures otherwise required byus;

                     iv.        If the Service includes a“Download” link next to a piece of content (including, without limitation, animage, an icon, a wallpaper, a music track, a video, a trailer, an RSS feed),you may only download a single copy of such content to a single Device;

                      v.        Download, install and useone copy of any software, including apps, that we make available on or throughthe Service (“Software”) on your Device in machine-executable object code formonly and make one additional copy for back-up purposes; provided, however, thatyou understand and agree that (i) by allowing you to download the Software,Company does not transfer title to the Software to you (i.e., you own themedium on which the Software is recorded, but the Software's owner (which maybe Company and/or its third-party Software licensor) will retain full andcomplete title to such Software); (ii) you may not copy, modify, adapt,translate into any language, distribute, or create derivative works based onthe Software, except as expressly authorized in these Terms or applicableAdditional Terms, without the prior written consent of Company; (iii) you maynot assign, rent, lease, or lend the Software to any person or entity and anyattempt by you to sublicense, transfer, or assign the Software will be void andof no effect; and (iv) you may not decompile, disassemble, reverse engineer, orattempt to reconstruct, identify, or discover any source code, underlyingideas, underlying user interface techniques, or algorithms of the Software byany means whatsoever, except to the extent the foregoing restriction isprohibited by applicable law;

                     vi.        If made available to you,obtain a registered personal account (and/or related username and password) onthe Service and interact with the Service in connection therewith;

                   vii.        Link to the Service froma website or other online service, so long as: (a) the links only incorporatetext, and do not use any Company names, logos, or images, (b) the links and thecontent on your website do not suggest any affiliation with Company or causeany other confusion, and (c) the links and the content on your website do notportray Company or its products or services in a false, misleading, derogatory,or otherwise offensive manner, and do not contain content that is unlawful,offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing,or abusive, or that violate any right of any third-party or are otherwiseobjectionable to Company. Company reserves the right to suspend or prohibitlinking to the Service for any reason, in its sole discretion, without advancenotice or any liability of any kind to you or any third-party; and

                  viii.        Use any otherfunctionality expressly provided by Company on or through the Service for useby users, subject to these Terms (including, without limitation, functionalityto create and/or post User-Generated Content (as defined below)) and anyapplicable Additional Terms.

c)     Rightsof Others. In using the Service, you must respectthe intellectual property and rights of others and Company. Your unauthorizeduse of content may violate the rights of others and applicable laws, and mayresult in your civil and criminal liability. If you believe that your work hasbeen infringed via the Service, see Section 5 below.

d)     Reservationof all Rights Not Granted as to Content and Service.These Terms and any applicable Additional Terms include only narrow, limitedgrants of rights to use and access the Service and content. No right or licensemay be construed, under any legal theory, by implication, estoppel, industrycustom, or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BYCOMPANY AND ITS LICENSORS AND OTHER THIRD PARTIES. Any unauthorized use of anycontent or the Service for any purpose is prohibited.      

e)     Third-PartyServices. We are not responsible for third partiesor their content, advertisement(s), apps or sites (“Third-Party Services”). Forinstance, portions of the Service may be integrated into or linked tothird-party sites, platforms and apps that we do not control. Similarly, we maymake ads and third-party content or services, which we also may not control,available to you on or via our Service. This may include the ability toregister or sign in to our Services using Facebook Connect or other third-partytools, and to post content on third-party sites and services using theirplug-ins made available on our Services. Use caution when dealing with thirdparties and consult their terms of use and privacy policies. We take noresponsibility for Third-Party Services. If you are accessing or using theService through Apple, Android, or any other platform, these are Third-PartyServices.

2.CONTENT YOU SUBMIT

a)     User-GeneratedContent. You grant us a non-exclusive,unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual,transferable and cost-free right and license to use, copy, record, distribute,reproduce, disclose, sell, re-sell, sublicense (through multiple levels),display, publicly perform, transmit, publish, broadcast, translate, makederivative works of, and otherwise use and exploit in any manner whatsoever,all or any portion of any material or information you post or submit to us (onor via the Service, or by means other than the Service, including withoutlimitation via our social media pages and accounts such as Facebook, Twitterand LinkedIn) (“Submissions”), and derivative works thereof, for any purposewhatsoever in all formats, on or through any means or medium now known orhereafter developed, and with any technology or devices now known or hereafterdeveloped, and to advertise, market, and promote the same, all without anyobligation to you not required by applicable law, or explicit terms of our PrivacyPolicy or applicable Additional Terms. As permitted by applicable law, andsubject to any explicit terms of our Privacy Policy and applicable AdditionalTerms, you also irrevocably consent to our use and association of your name(and, if part of a Submission, your likeness) in connection with yourSubmissions and derivatives thereof. As permitted by applicable law, you herebywaive, and you agree to waive, any moral rights (including attribution andintegrity) that you may have in any Submissions, even if it is altered orchanged in a manner not agreeable to you. To the extent not waivable, youirrevocably agree not to exercise such rights (if any) in a manner thatinterferes with any exercise of the granted rights. You understand that youwill not receive any fees, sums, consideration, or remuneration for any of therights granted in this Section. In addition, we and our successors, assigns andlicensees retain all of the rights held by members of the general public withregard to your Submissions. Our receipt of your Submissions is not an admissionof their novelty, priority, or originality, and it does not impair our right tocontest existing or future Intellectual Property rights relating to yourSubmissions.

b)     AppropriateContent and Alerting Us of Violations.We expect UGC to be appropriate for a general audience, but do not undertake tomonitor it, and you consent to potentially encountering content you findoffensive or inappropriate. We may include venue and content rules asAdditional Terms. If you discover any content that violates these Terms or anyapplicable Additional Terms, then you may report it by emailing us jesse@civilpleasures.com.For alleged infringements of Intellectual Property rights, see Section 5 .

3.SERVICE AND CONTENT USE RESTRICTIONS.

a)     ServiceUse Restrictions. You agree that you will not: (i)use the Service for any political or commercial purpose (including, withoutlimitation, for purposes of advertising, soliciting funds, collecting productprices, and selling products); (ii) use any meta tags or any other “hiddentext” utilizing any Intellectual Property; (iii) engage in any activitiesthrough or in connection with the Service that seek to attempt to or do harmany individuals or entities or are unlawful, offensive, obscene, lewd,lascivious, filthy, violent, threatening, harassing, or abusive, or thatviolate any right of any third-party, or are otherwise objectionable toCompany; (iv) decompile, disassemble, reverse engineer, or attempt toreconstruct, identify, or discover any source code, underlying ideas,underlying user interface techniques, or algorithms of the Service by any meanswhatsoever or modify any Service source or object code or any Software or otherproducts, services, or processes accessible through any portion of the Service;(v) engage in any activity that interferes with a user’s access to the Serviceor the proper operation of the Service, or otherwise causes harm to theService, Company, or other users of the Service; (vi) interfere with orcircumvent any security feature (including any digital rights managementmechanism, device or other content protection or access control measure) of theService or any feature that restricts or enforces limitations on use of oraccess to the Service or the Content; (vii) harvest or otherwise collect orstore any information (including personally identifiable information aboutother users of the Service, including email addresses, without the expressconsent of such users); (viii) attempt to gain unauthorized access to theService, other computer systems or networks connected to the Service, throughpassword mining or any other means; or (ix) otherwise violate these Terms orany applicable Additional Terms.

b)     ContentUse Restrictions. You also agree that, in using theService, you: (i) will not monitor, gather, copy, or distribute the Content(except as may be a result of standard search engine activity or use of astandard browser) on the Service by using any robot, rover, “bot”, spider,scraper, crawler, spyware, engine, device, software, extraction tool, or anyother automatic device, utility, or manual process of any kind; (ii) will notframe or utilize framing techniques to enclose any such content (including anyimages, text, or page layout); (iii) will keep intact all Trademark, copyright,and other Intellectual Property and other notices contained in such content;(iv) will not use such content in a manner that suggests an unauthorizedassociation with any of our or our licensors’ products, services, or brands;(v) will not make any modifications to such content (other than to the extentof your specifically permitted use of the Company Licensed Elements, ifapplicable); (vi) will not copy, modify, reproduce, archive, sell, lease, rent,exchange, create derivative works from, publish by hard copy or electronicmeans, publicly perform, display, disseminate, distribute, broadcast,retransmit, circulate or transfer to any third-party or on any third-partyapplication or website, or otherwise use or exploit such content in any way forany purpose except as specifically permitted by these Terms or any applicableAdditional Terms or with the prior written consent of an officer of Company or,in the case of content from a licensor, the owner of the content; and (vii)will not insert any code or product to manipulate such content in any way thatadversely affects any user experience or the Service.

c)     Availabilityof Service and Content. Company, in its solediscretion without advance notice or liability, may immediately suspend orterminate the availability of the Service and/or Content (and any elements andfeatures of them), in whole or in part, for any reason, in Company’s sole discretion,and without advance notice or liability.

4.CREATING AN ACCOUNT.

a)     Ifyou register with us or create an account, you are solely responsible andliable for the security and confidentiality of your access credentials and forrestricting access to your Device and for all activity under your account.Usernames and passwords must be personal and unique that do not violate therights of any person or entity, and is not offensive. We may reject the use ofany password, username, or email address for any reason in our sole discretion.You are solely responsible for your registration information and for updatingand maintaining it. You will immediately notify us here of any unauthorized useof your account, password, or username, or any other breach of security, butwill remain responsible for any unauthorized use thereafter. You will not sell,transfer, or assign your account or any account rights. By creating an account,you consent to receive electronic communications from Company (e.g., via emailor by posting notices to the Service). These communications may include noticesabout your account (e.g., payment authorizations, password changes and othertransactional information) and are part of your relationship with us.

b)     Accountsmay only be set up by an authorized representative of the individual that isthe subject of the account and who is of the age of majority. We do not reviewaccounts for authenticity, and are not responsible for any unauthorizedaccounts that may appear on the Service. Likewise, we do not warrant orguarantee that compliance with these Terms of Service will be sufficient tocomply with your obligations under applicable laws where you reside or whereyou use the Service. For any dispute as to account creation or authenticity, weshall have the sole right, but are not obligated, to resolve such dispute as wedetermine appropriate, without notice.

c)     Youmust be of legal smoking age or older to access this Service. We restrict ourService and marketing contact list to individuals who have certified that: 1.they are at least twenty-one (21) years old, 2. they want to be added to ourcontact list in order to receive content, offers, and advertising from us, and3. they understand that providing false information may constitute a violationof law. We take the prevention of underage use very seriously. Our productsshould never be used by anyone under the legal age.

5.PROCEDURE FOR ALLEGING COPYRIGHT INFRINGMENT.

Ifyou are a copyright owner who would like to send us a notice pursuant to theDigital Millennium Copyright Act (“DMCA”) to identify content or materialposted on the Service that is infringing that you would like removed from ourService, or if you are a user whose work has been removed in response to such anotice of infringement and would like to file a DMCA counter-notice, you maysubmit such notice to us by following the instructions:.

a)     DMCANotice. Company asks our users to respect theintellectual property rights of others. It is our policy to respondappropriately to clear notices of alleged copyright infringement, as set forthmore fully below. In Company’s sole discretion, Company may remove content thatmay be infringing on another person’s intellectual property rights with orwithout notice to the potential infringer. In accordance with the U.S. DigitalMillennium Copyright Act (“DMCA”) and other applicable law, Company has adopteda policy of terminating, in appropriate circumstances, users who are deemed tobe repeat infringers.

b)     Ifwe remove or disable access in response to a DMCA Copyright InfringementNotice, we will make a good faith attempt to contact the owner or administratorof the affected content so that they may make a counter-notification. If youown a copyright in a work (or represent such a copyright owner) and believethat your (or such owner’s) copyright in that work has been infringed by animproper posting or distribution of it via the Service, then you may send us awritten notice that includes all of the following:

                       i.        a legend or subject linethat says: “DMCA Copyright Infringement Notice”;

                      ii.        a description of thecopyrighted work that you claim has been infringed or, if multiple copyrightedworks are covered by a single notification, a representative list of suchworks;

                    iii.        a description of wherethe material that you claim is infringing or is the subject of infringingactivity is located that is reasonably sufficient to permit us to locate thematerial (please include the full URL of the page(s) on the Service on whichthe material appears);

                     iv.        your full name, address,telephone number, and e-mail address;

                      v.        a statement by you thatyou have a good faith belief that use of the material in the manner complainedof is not authorized by the copyright owner, its agent, or the law;

                     vi.        a statement by you, madeunder penalty of perjury, that all the information in your notice is accurate,and that you are the copyright owner (or, if you are not the copyright owner,then your statement must indicate that you are authorized to act on the behalfof the owner of an exclusive right that is allegedly infringed); and

                   vii.        your electronic orphysical signature.

c)     Companywill only respond to DMCA Notices that it receives by mail, e-mail, orfacsimile at the addresses below:

                                              i.     ByMail: 447 Broadway, Fl 2 #17, New York, New York 10013

                                            ii.     ByE-mail: jesse@civilpleasures.com

Itis often difficult to determine if your copyright has been infringed. Companymay elect to not respond to DMCA Notices that do not substantially comply withall of the foregoing requirements, and Company may elect to remove allegedlyinfringing material that comes to its attention via notices that do notsubstantially comply with the DMCA.

Pleasenote that the DMCA provides that any person who knowingly materiallymisrepresents that material or activity is infringing may be subject toliability.

Wemay send the information that you provide in your notice to the person whoprovided the allegedly infringing work. That person may elect to send us a DMCACounter-Notification.

Withoutlimiting Company’s other rights, Company may, in appropriate circumstances,terminate a repeat infringer’s access to the Service and any other websiteowned or operated by Company.

d)     Counter-Notification.If access on the Service to a work that you submitted to Company is disabled orthe work is removed as a result of a DMCA Copyright Infringement Notice, and ifyou believe that the disabled access or removal is the result of mistake ormisidentification, then you may send us a DMCA Counter-Notification to theaddresses above. Your DMCA Counter-Notification should contain the followinginformation:

                       i.        a legend or subject linethat says: “DMCA Counter-Notification”;

                      ii.        a description of thematerial that has been removed or to which access has been disabled and thelocation at which the material appeared before it was removed or access to itwas disabled (please include the full URL of the page(s) on the Service from whichthe material was removed or access to it disabled);

                    iii.        a statement under penaltyof perjury that you have a good faith belief that the material was removed ordisabled as a result of mistake or misidentification of the material to beremoved or disabled;

                     iv.        your full name, address,telephone number, e-mail address, and the username of your Account;

                      v.        a statement that youconsent to the jurisdiction of the Federal District Court for the judicialdistrict in which your address is located (or, if the address is locatedoutside the U.S.A., to the jurisdiction of the United States District Court forthe Middle District of North Carolina), and that you will accept service ofprocess from the person who provided DMCA notification to us or an agent ofsuch person; and

                     vi.        your electronic orphysical signature.

Pleasenote that the DMCA provides that any person who knowingly materiallymisrepresents that material or activity was removed or disabled by mistake ormisidentification may be subject to liability.

Ifwe receive a DMCA Counter-Notification, then we may replace the material thatwe removed (or stop disabling access to it) in not less than ten (10) and notmore than fourteen (14) business days following receipt of the DMCACounter-Notification. However, we will not do this if we first receive noticeat the addresses above that the party who sent us the DMCA CopyrightInfringement Notice has filed a lawsuit asking a court for an order restrainingthe person who provided the material from engaging in infringing activityrelating to the material on the Service. You should also be aware that we mayforward the Counter-Notification to the party who sent us the DMCA CopyrightInfringement Notice.

6.NOTICES, QUESTIONS AND CUSTOMER SERVICE.

Youagree that we may give you notices or otherwise respond to you by mail or toyour email (if we have it on file) or in any other manner reasonably elected byus. All legal notices to us must be sent to: 447 Broadway, FL 2 #17, New York,New York 10013 (Attn: Legal Department). If you have a question regarding theService, you may contact Company Customer Support by sending an email to jesse@civilpleasures.com.You acknowledge that we have no obligation to provide you with customer supportof any kind and that customer service personnel cannot change or waive Terms orapplicable Additional Terms.

7.PRODUCT SPECIFICATIONS; PRICING; TYPOGRAPHICAL ERRORS.

CivilPleasures, Inc. and its companies market our products and services to tobaccoconsumers age twenty-one (21) or older only. We strive to accurately describeour products or services offered on the Service; however, we do not warrantthat such specifications, pricing, or other content on the Service is complete,accurate, reliable, current, or error-free. As permitted by applicable law,Company shall have the right to refuse or cancel any orders in its solediscretion. Your orders are offers to purchase subject to our acceptance, whichwe may reject or cancel subject to refund. If we charged your credit or otheraccount prior to rejection or cancellation, we will reissue credit to youraccount. Additional Terms may apply. If a product you purchased or acceptedfrom Company is not as described, as permitted by applicable law, your soleremedy is to return it, to cancel the purchase and receive a credit for thepurchase price.

8.ARBITRATION AND DISPUTE TERMS.

a)     ForumSelection/Jurisdiction. Jurisdiction and venuefor any controversy, allegation, or claim arising out of or relating to theService, the Content, your UGC, these Terms, or any applicable AdditionalTerms, (collectively, “Dispute”) shall take place before the Supreme Court ofNew York County or the District Court for the Southern District of New York.Each party submits to personal jurisdiction and venue in New York, New York forany and all purposes.

b)     Pre-ArbitrationNotification. Company and you agree that it wouldbe advantageous to discuss and hopefully resolve any Disputes before formalproceedings are initiated; provided, however, that Company need not do so incircumstances where its claims of Intellectual Property rights are concerned(“IP Disputes,” with all other disputes referred to as “General Disputes”). Theparty making a claim – whether you or Company – shall send a letter to theother side briefly summarizing the claim and the request for relief. If Companyis making a claim, the letter shall be sent, via email, to the email addresslisted in your Company account, if applicable. If no such information exists orif such information is not current, then we have no notification or delayobligations under this Section 8.B. If you are making a claim, the letter shallbe sent to 447 Broadway, FL 2 #17, New York, New York 10013 (Attn: LegalDepartment). If the Dispute is not resolved within sixty (60) days afternotification, the claimant may proceed to initiate proceedings as set forth inthis Section 8. Either you or Company, however, may seek provisional remedies(such as preliminary injunctive relief, subject to Section 8.D) before theexpiration of this sixty (60)-day period.

c)     Arbitrationof Claims.

                       i.        Forums for Arbitration. Unlessyou give us notice of opt-out within five (5) business days of your first useof the Service, addressed to: 447 Broadway, FL 2 #17, New York, New York 10013 (Attn:Legal Department), and upon expiration of the applicable sixty-day period andto the fullest extent not prohibited by applicable law, all Disputes shall besubmitted to JAMS (www.jamsadr.com) for final and binding arbitration under itsComprehensive Arbitration Rules and Procedures if the matter in dispute is over$250,000 or under its Streamlined Arbitration Rules and Procedures if thematter in dispute is $250,000 or less, to be held in New York, New York beforea single arbitrator. If the matter in dispute is between Company and aconsumer, the matter shall be submitted to JAMS in accordance with its Policyon Consumer Arbitration Pursuant to Pre-Dispute Clauses Minimum Standards ofProcedural Fairness. The arbitrator shall be selected by mutual agreement ofthe parties or, if the parties cannot agree, then by striking from a list ofarbitrators supplied by JAMS. We may have the right to pay the JAMS fees ifrequired for arbitration to be enforceable. The arbitration shall be aconfidential proceeding, closed to the general public; provided, however, thata party may disclose information relating to the arbitration proceedings to itsand its affiliates’ lawyers, insurance providers, auditors and otherprofessional advisers. The fact that there is a dispute between the partiesthat is the subject of arbitration shall be confidential to the same extent.The arbitrator shall issue a written opinion stating the essential findings andconclusions upon which the arbitrator’s award is based. Neither party shall beentitled or permitted to commence or maintain any action in a court of law withrespect to any matter in dispute until such matter shall have been submitted toarbitration as herein provided and then only for the enforcement of thearbitrator’s award; provided, however, that prior to the appointment of thearbitrator or for remedies beyond the jurisdiction of an arbitrator, at anytime, either party may seek pendente lite relief (subject to the provisions ofthese Terms waiving or limiting that relief) in a court of competentjurisdiction in New York, New York, or, if sought by Company, such other courtthat may have jurisdiction over you, without thereby waiving its right toarbitration of the dispute or controversy under this Section; provided further,however, that the losing party shall have fifteen (15) business days after theissuance of the arbitrator’s decision to fully comply with such decision, afterwhich the prevailing party may enforce such decision by a petition to theBroward County Clerk of Superior Court or, in the case of you, such other courthaving jurisdiction over you, which may be made ex parte, for confirmation andenforcement of the award.

                      ii.        Nature, Limitations, andLocation of Alternative Dispute Resolution. In arbitration, as with a court,the arbitrator must honor the terms of these Terms (and any Additional Terms)and can award the prevailing party damages and other relief. HOWEVER, WITHARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS ANDARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C)JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to thearbitration will have the right, at their own expense, to be represented by anattorney or other advocate of their choosing. If an in-person arbitrationhearing is required, then it will be conducted in the “metropolitan statisticalarea” (as defined by the U.S. Census Bureau) where you are a resident at thetime the Dispute is submitted to arbitration. You and we will pay theadministrative and arbitrator’s fees and other costs in accordance with theapplicable arbitration rules; but if applicable arbitration rules or lawsrequire Company to pay a greater portion or all of such fees and costs in orderfor this Section to be enforceable, then Company will have the right to electto pay the fees and costs and proceed to arbitration. Discovery will bepermitted pursuant to the applicable arbitration rules. The arbitrator’sdecision must consist of a written statement stating the disposition of eachclaim of the Dispute, and must provide a statement of the essential findingsand conclusions on which the decision and any award (if any) is based. Judgmenton the arbitration decision and award (if any) may be entered in or by anycourt that has jurisdiction over the parties pursuant to Section 9 of theFederal Arbitration Act. This arbitration provision shall survive terminationof these Terms or the Service.

d)     Limitationon Injunctive Relief. AS PERMITTED BYAPPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, ORINJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES,AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO ANINJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUTLIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOTSEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTIONTHAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANYWEBSITE, APPLICATION, CONTENT, UGC, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTYOWNED, LICENSED, USED, OR CONTROLLED BY ANY COMPANY PARTY (DEFINED BELOW)(INCLUDING YOUR LICENSED UGC) OR A LICENSOR OF ANY COMPANY PARTY.

e)     GoverningLaw. These Terms and any applicableAdditional Terms, General Disputes and IP Disputes, and any other claim broughtby you against Company or by Company against you pursuant to this Section 9, orotherwise related to the Service, Content, Company Licensed Elements, UGC orother Company products or services, will be governed by, construed, andresolved in accordance with, the laws of the State of New York, U.S.A., withoutregard to its conflicts of law provisions that might apply the laws of anotherjurisdiction. This Section 8 shall be governed solely by the FederalArbitration Act, 9 U.S.C. § 1, et seq., and not by the law of any state, and isenforceable pursuant to its terms on a self-executing basis. You and Companyagree that we intend that this Section 8 satisfies the “writing” requirement ofthe Federal Arbitration Act. This Section 8 can only be amended by mutualagreement. Either party may seek enforcement of this Section 8 in any court ofcompetent jurisdiction. The arbitrator shall determine any and all challengesto the arbitrability of a claim.

f)      ClassAction Waiver. As permitted by applicable law,both you and Company waive the right to bring any Dispute as a class,consolidated, representative, collective, or private attorney general action,or to participate in a class, consolidated, representative, collective, orprivate attorney general action regarding any Dispute brought by anyone else.Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules andProcedures to the contrary, the arbitrator shall not have the authority or anyjurisdiction to hear the arbitration as a class, consolidated, representative,or private attorney general action or to consolidate, join, or otherwisecombine the Disputes of different persons into one proceeding. Notwithstandingthe arbitration provision set forth above, if the provision regarding waiver ofclass, collective, representative, and private attorney general claims of thisSection 8 is found to be void or otherwise unenforceable, any such class,collective, representative, or private attorney general claims must be heardand determined through an appropriate court proceeding, and not in arbitration.

g)     JuryWaiver. AS PERMITTED BY APPLICABLE LAW, THEPARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS ANDISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESETERMS, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION,WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENTINDUCEMENT THEREOF.

h)     SmallClaims Matters. Notwithstanding the foregoing,either of us may bring qualifying claims of General Dispute (but not IPDisputes) in small claims court, subject to Section 8.F.

Theprovisions of this Section 8 shall supersede any inconsistent provisions of anyprior agreement between the parties. This Section 8 shall remain in full forceand effect notwithstanding any termination of your use of the Service or theseTerms.

9.DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

a)     ASPERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOURSOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITHALL FAULTS” BASIS. To the fullest extent permissible by applicable law, Companyand their direct and indirect parents, subsidiaries, affiliates, and each oftheir respective employees, directors, members, managers, shareholders, agents,vendors, licensors, licensees, contractors, customers, successors, and assigns(collectively, “Company Parties”) hereby disclaim and make no representations,warranties, endorsements, or promises, express or implied, in connection with,or otherwise directly or indirectly related to, without limitation, theService, Content, Company Licensed Elements, UGC or other Company products orservices, except as set forth in subsection C, below.

b)     EXCEPTFOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS,OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, COMPANY PARTIES HEREBY FURTHERDISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT ORMISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE,CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTERVIRUS, OR THAT INFORMATION ON THE WEBSITE WILL BE COMPLETE, ACCURATE OR TIMELY.IF YOU DOWNLOAD ANY MATERIAL FROM THIS WEBSITE, YOU DO SO AT YOUR OWNDISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOURCOMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCHMATERIAL.

c)     NOTWITHSTANDINGTHE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANY EXPRESS, WRITTENPRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY COMPANY PARTIES ORTHEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY COMPANY PARTIES TOYOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLELAW; (II) COMPANY PARTIES’ LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BYCOMPANY PARTIES TO THE EXTENT NOT WAIVABLE OR THAT CANNOT BE LIMITED UNDERAPPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST COMPANYPARTIES THAT IS NOT WAIVABLE OR THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. C.NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANYEXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BYCOMPANY PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BYCOMPANY PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENTREQUIRED BY APPLICABLE LAW; (II) COMPANY PARTIES’ LIABILITY FOR PERSONAL INJURYTO YOU CAUSED BY COMPANY PARTIES TO THE EXTENT NOT WAIVABLE OR THAT CANNOT BELIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINSTCOMPANY PARTIES THAT IS NOT WAIVABLE OR THAT CANNOT BE LIMITED UNDER APPLICABLELAW.

10.LIMITATIONS OF OUR LIABILITY.

a)     ASPERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BERESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personalinjury or death or for any direct, indirect, economic, exemplary, special,punitive, incidental, or consequential losses or damages of any kind, includingwithout limitation loss of profits, in connection with, or otherwise directlyor indirectly related to, without limitation, the Service, Content, CompanyLicensed Elements, UGC or other Company products or services, except, to theextent not waivable under applicable law, for direct damages for personalinjury caused by a physical product manufactured, sold or provided by Company.

b)     Theforegoing limitations of liability will apply even if any of the events orcircumstances were foreseeable and even if Company Parties were advised of orshould have known of the possibility of such losses or damages, regardless ofwhether you bring an action based in contract, negligence, strict liability, ortort (including whether caused, in whole or in part, by negligence, acts ofgod, telecommunications failure, or destruction of the Service).

c)     ASPERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES’ TOTAL LIABILITYTO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTIONWITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS,EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID COMPANY IN CONNECTION WITHTHE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).

d)     NOTWITHSTANDINGTHE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANY EXPRESS, WRITTENPRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY COMPANY PARTIES ORTHEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY COMPANY PARTIES TOYOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLELAW; (II) COMPANY PARTIES’ LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BYCOMPANY PARTIES TO THE EXTENT NOT WAIVABLE OR THAT CANNOT BE LIMITED UNDERAPPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST COMPANYPARTIES THAT IS NOT WAIVABLE OR THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

11.UPDATES TO TERMS. It is your responsibility to review the postedTerms and any applicable Additional Terms each time you use the Service (atleast prior to each transaction or submission). EACH TIME YOU SIGN IN TO OROTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THETHEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OFNEW TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OFNOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICECONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE NEW TERMS FOR YOUR NEW USE ANDTRANSACTIONS. Any new Terms or Additional Terms will be effective as to new useand transactions as of the time that we post them, or such later date as may bespecified in them or in other notice to you. In the event any notice to you ofnew, revised, or additional terms is determined by a tribunal to beinsufficient, the prior agreement shall continue until sufficient notice toestablish a new agreement occurs. You can reject any new, revised or additionalterms by discontinuing use of the Service.

12.GENERAL PROVISIONS.

a)     Company’sConsent or Approval. As to any provision inthese Terms or any applicable Additional Terms that grants Company a right ofconsent or approval, or permits Company to exercise a right in its “solediscretion,” Company may exercise that right in its sole and absolutediscretion. No Company consent or approval may be deemed to have been grantedby Company without being in writing and signed by an officer of Company.

b)     Indemnity.As permitted by applicable law, you agree to, and you hereby, defend (ifrequested by Company), indemnify, and hold Company Parties harmless from andagainst any and all claims, damages, losses, costs, investigations,liabilities, judgments, fines, penalties, settlements, interest, and expenses(including attorneys’ fees) that directly or indirectly arise from or arerelated to any claim, suit, action, demand, or proceeding made or broughtagainst any Company Party, or on account of the investigation, defense, orsettlement thereof, arising out of or in connection with: (i) your UGC; (ii)your use of the Service and your activities in connection with the Service;(iii) your breach or alleged breach of these Terms or any applicable AdditionalTerms; (iv) your violation or alleged violation of any laws, rules,regulations, codes, statutes, ordinances, or orders of any governmental orquasi-governmental authorities in connection with your use of the Service oryour activities in connection with the Service; (v) information or materialtransmitted through your Device, even if not submitted by you, that infringes,violates, or misappropriates any copyright, trademark, trade secret, tradedress, patent, publicity, privacy, or other right of any person or entity; (vi)any misrepresentation made by you; and (vii) Company Parties’ use of theinformation that you submit to us (including your UGC) subject to our PrivacyPolicy(all of the foregoing, “Claims and Losses”). You will cooperate as fullyrequired by Company Parties, in the defense of any Claim and Losses.Notwithstanding the foregoing, Company Parties retain the exclusive right tosettle, compromise, and pay any and all Claims and Losses. Company Partiesreserve the right to assume the exclusive defense and control of any Claims andLosses. You will not settle any Claims and Losses without, in each instance,the prior written consent of an officer of a Company Party. This section is notintended to limit any causes of action against us that you may have but are notwaivable under applicable law.

c)     Operationof Service; Availability of Products and Services; International Issues.Company controls and operates the Service from the U.S.A., and makes norepresentation that the Service is appropriate or available for use beyond theU.S.A. If you use the Service from other locations, you are doing so on yourown initiative and responsible for compliance with applicable local lawsregarding your online conduct and acceptable content, if and to the extentlocal laws apply.

d)     ExportControls. You are responsible for complying withall applicable trade regulations and laws both foreign and domestic. Except asauthorized by U.S. law, you agree and warrant not to export or re-export thesoftware to any country, or to any person, entity, or end-user subject to U.S.export controls or sanctions.

e)     Severability;Interpretation. If any provision of these Terms, orany applicable Additional Terms, is for any reason deemed invalid, unlawful,void, or unenforceable by a court or arbitrator of competent jurisdiction, thenthat provision will be deemed severable from these Terms or the applicableAdditional Terms, and the invalidity of the provision will not affect thevalidity or enforceability of the remainder of these Terms or the applicableAdditional Terms. To the extent permitted by applicable law, you agree to waiveand will waive, any applicable statutory and common law that may permit acontract to be construed against its drafter.

f)      Investigations;Cooperation with Law Enforcement; Termination; Survival.As permitted by applicable law, Company reserves the right, without limitation,to: (i) investigate any suspected breaches of its Service security or itsinformation technology or other systems or networks, (ii) investigate anysuspected breaches of these Terms and any applicable Additional Terms, (iii)use any information obtained by Company in accordance with its Privacy Policy inconnection with reviewing law enforcement databases or complying withapplicable laws and use and/or disclose any information obtained by Company tocomply with law enforcement or regulatory (e.g., federal Food and DrugAdministration) requests or legal requirements in accordance with our PrivacyPolicy, (iv) involve and cooperate with law enforcement authorities ininvestigating any of the foregoing matters, (v) prosecute violators of theseTerms and any applicable Additional Terms, and (vi) discontinue the Service, inwhole or in part, or, suspend or terminate your access to it, in whole or inpart, including any user accounts or registrations, at any time, withoutnotice, for any reason and without any obligation to you or any third party.Any suspension or termination will not affect your obligations to Company underthese Terms or any applicable Additional Terms. Upon suspension or terminationof your access to the Service, or upon notice from Company, all rights grantedto you under these Terms or any applicable Additional Terms will ceaseimmediately, and you agree that you will immediately discontinue use of theService. The provisions of these Terms and any applicable Additional Terms,which by their nature should survive your suspension or termination willsurvive, including the rights and licenses you grant to Company in these Terms,as well as the indemnities, releases, disclaimers, and limitations on liabilityand the provisions regarding jurisdiction, choice of law, no class action, andmandatory arbitration.

g)     Assignment.Company may assign its rights and obligations under these Terms and anyapplicable Additional Terms, in whole or in part, to any party at any timewithout any notice. These Terms and any applicable Additional Terms may not beassigned by you, and you may not delegate your duties under them, without theprior written consent of an officer of Company.

h)     CompleteAgreement; No Waiver. These Terms, and anyapplicable Additional Terms, reflect our complete agreement regarding theService and supersede any prior agreements, representations, warranties,assurances or discussion related to the Service. Except as expressly set forthin these Terms or any applicable Additional Terms, (i) no failure or delay byyou or Company in exercising any of rights, powers, or remedies under willoperate as a waiver of that or any other right, power, or remedy, and (ii) nowaiver or modification of any term of these Terms or any applicable AdditionalTerms will be effective unless in writing and signed by the party against whomthe waiver or modification is sought to be enforced.

i)      CaliforniaConsumer Rights and Notices. California residentscan obtain information on our privacy practices, including how we comply withthe California Online Privacy Protection Act and the California Shine the LightAct in our Privacy Policy Residents of California are entitled to the followingspecific consumer rights information: you may contact the Complaint AssistanceUnit of the Division of Consumer Services of the Department of Consumer Affairsby mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California,95834, or by telephone at (916) 445-1254. Hearing-impaired users can reach theComplaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700. Theirwebsite is located at: http://www.dca.ca.gov.

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