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Crossmedia Terms of Use

These Terms of Use (“the Terms”) govern your access and use of the websites, applications and online services (collectively, the “Service") provided by Crossmedia, Inc. (“Crossmedia”) and any all of its subsidiaries and affiliates (collectively "we," "us," or "our"). Please read these Terms carefully.

BY JOINING OR EACH TIME YOU ACCESS AND USE THE SERVICE, YOU SIGNIFY THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE THE SERVICE. These Terms have the same force and effect as an agreement in writing.

1. Privacy

As a condition to using the Service, you agree to the terms of our Privacy Policy [www.xmedia.com/privacy] which is incorporated into this Agreement by reference, which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. You agree that we may access or disclose your personal information, including the content of your communications, if we are required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided for in these Terms and our Privacy Policy.

2. Your Responsibilities

You are responsible for obtaining and maintaining at your own cost all equipment and services needed for access to and use of the Service. If you elect to register with us, you agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. In addition, you agree not to use the Service to: (a) violate any local, state, national, or international law or regulation; (b) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (d) transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) stalk, harass, or harm another individual, including revealing the real name of any fellow user that has chosen to use an alias on the Service; (f) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (g) use any "robot," 'spider," "rover," 'scraper" or any other data-mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute any data from the Service, our network or databases; or (h) interfere with or disrupt the Service or servers or our networks, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service.

3. Visitor Submissions

We do not claim ownership of any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials you submit for display or distribution to others through the Service (collectively, "Visitor Submissions"). As between you and us, you own all rights to your Visitor Submissions. However, you grant to us and our affiliates, representatives, sublicensees and assigns an irrevocable, perpetual, non-exclusive, fully-paid, license (sublicensable through multiple tiers) throughout the universe to use, distribute, syndicate, license, reproduce, modify, adapt, publish, translate, publicly perform, create derivate works and publicly display your Visitor Submissions (in whole or in part) in any format or medium now known or later developed; provided, however, that our exercise of our rights under the foregoing license shall at all times be subject to the limitations upon disclosure of your Visitor Submissions imposed on us under our Privacy Policy. We reserve the right to display advertisements in connection with Visitor Submissions and to use Visitor Submissions for advertising and promotional purposes without any compensation to you. These advertisements may be targeted to the content or information stored on the Service. In consideration for us granting you access and use of the Service, you agree that we may place such advertisements throughout our Service. We do not pre-screen Visitor Submissions, and you agree that you are solely responsible for all of your Visitor Submissions. We are not required to host, display, or distribute any Visitor Submissions, and may remove at any time or refuse any Visitor Submissions in our sole, complete and absolute discretion. We are not responsible for any loss, theft or damage of any kind to any Visitor Submissions. You represent and warrant that your Visitor Submissions and our authorized use of such submissions do not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights). You, and not we, are responsible for any consequences of sharing personal information about yourself on public areas of the Service, such as your home address or the home address of others. We own all rights, title, and interests in any compilation, collective work or other derivative work created by us using or incorporating your content (but not your original content). When you use a feature on the Service that allows users to share, transform, readapt, modify, or combine user content with other content, you grant us and our users an irrevocable, non-exclusive, royalty free, perpetual, right and license in the universe to use, reproduce, modify, display, remix, perform, distribute, redistribute, adapt, promote, create derivative works, and syndicate your content in any medium and through any form of technology or distribution and to permit any derivative works to be licensed under these same license terms. The rights granted under this Section 3 will survive the termination of these Terms of Use. All content and materials provided on the Service are intended for general information, general discussion, education, and entertainment purposes only. Do not construe that such content is either endorsed or verified by us. THE CONTENT IS PROVIDED "AS IS," AND YOUR USE OR RELIANCE ON SUCH MATERIALS ARE SOLELY AT YOUR OWN RISK.

4. Intellectual Property Infringement

We respect the intellectual property rights of others. Accordingly, we have a policy of removing Visitor Submissions that violate copyright law, suspending access to the Service (or any portion thereof) to any user who uses the Service in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the Service in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe a user of the Services is infringing your copyright, please provide written notice to our agent listed below for notice of claims of copyright infringement: Crossmedia, Inc., 22 West 23rd Street, New York, New York 10010, 212-206-0888 Attn: Legal Department [legal@crossmedia.com]. Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material; (d) contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner's agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please do not send notices or inquiries unrelated to alleged copyright infringement to our designated copyright agent. If you believe that your trademark is being used somewhere on the Service in a way that constitutes trademark infringement, the owner or an agent of the owner may notify us at legal@crossmedia.com. We ask that any complaints provide the accurate identity of the owner, how we may contact you, and the specific nature of the complaint.

5. Service Modifications

We reserve the right to modify or discontinue, temporarily or permanently, the Service, with or without notice and liability to anyone. We reserve the right to terminate your online account, or use of the Service, and remove and discard any information from our platform.

6. No Resale of Service

Except as permitted under a written Media Services Agreement with us, you may not copy, make derivate works, resell, distribute, exploit or make any commercial use of any content, materials, or databases from our network or systems. You may not sell, sublicense or redistribute our software applications or incorporate them (or any portion of them) into another product. You may not reverse engineer, decompile or disassemble the software or otherwise attempt to derive the source code (except where expressly permitted by law) or the communications protocol for accessing the Service or out networks. You may not modify, adapt or create derivative works from the software or remove proprietary notices in the software.

7. Termination

We may terminate your online account or suspend your access to all or part of the Service, without notice, if you violate these Terms or you engage in any conduct that we, in our sole, complete and absolute discretion, believe is in violation of any applicable law or regulation or is otherwise harmful to the interests of us, any other user of the Service, or any third party. YOU AGREE THAT CROSSMEDIA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR REMOVING VISITOR SUBMISSIONS OR FOR SUSPENDING OR TERMINATING YOUR ACCESS TO THE SERVICE (OR ANY PORTION THEREOF). You may discontinue your participation in and access to the Service at any time. We reserve the right to investigate your use of the Service in the event we, in our sole and absolute discretion, believe you have violated these Terms. Upon termination, we have no obligation to retain, store, or provide you with any data, information or other content that you uploaded, stored, or transferred on or through the Service, except as otherwise agreed to in writing.

8. Modifications To Terms

We may, in our sole and absolute discretion, change these Terms from time to time. We will post notice of such changes in the Service at this website. If you object to any such changes, your sole recourse shall be to stop using the Service. Your continued use of the Service following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

9. Fees

We reserve the right at any time to charge fees for access to the Service or to any specific new feature or content that we may introduce from time to time. In no event will you be charged for access to any Service unless we obtain your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or services. Details regarding the content or services you will receive in exchange for fees, as well as the payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. You agree to pay such fees if you sign up for any fee-based service. Any such terms and conditions shall be deemed to be a part of (and are hereby incorporated by reference into) these Terms.

10. Password and Security

You are responsible for maintaining the confidentiality of your password to access the Service, and you are solely responsible for all activities that occur under your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security related to the Service. We reserve the right to require you to alter your password if we believe that your password is no longer secure. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD.

11. Links

We may provide links to other Web sites or Internet resources for your convenience only, and such links do not signify or imply our endorsement of such other Web site or resource or its contents. YOU AGREE THAT WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, OR MATERIALS FOUND AT ANY OTHER WEB SITE OR INTERNET RESOURCE.

12. Applications

We may offer software applications to help you gain access to our Service. In such circumstances, we grant you a personal, non-exclusive, non-transferable, limited license to install such software applications solely on the devices you will use to access the Service. You agree that we may provide you from time to time with automatic upgrades of these applications, which you will accept for installation. Use of the software applications must comply with all applicable import and export control laws and regulations of the United States and other countries.

13. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. WE PROVIDE THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). CROSSMEDIA MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, DOCUMENTS, PHOTOGRAPHS, AND SOFTWARE FILES) STORED BY YOU OR OTHERS ON THE SERVICE IS NOT GUARANTEED AND THAT WE SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE SERVICE OR THEIR UNAVAILABILITY. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CROSSMEDIA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

14. Limitation of Liability

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ONLINE ACCOUNTS) USE OF THE SERVICE. UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED THE AMOUNT OF FEES YOU PAID US (IF APPLICABLE) FOR A PERIOD OF THREE MONTHS PRIOR TO THE DATE YOU SUBMIT A CLAIM.

15. Exclusions And Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.

16. Indemnification

You agree to indemnify, defend, and hold harmless us, our parents, subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys" fees) that such parties may incur as a result of or arising from your (or anyone using your online accounts) violation of these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

17. Trademarks and Patents

"Crossmedia", our site names and logos, as well as certain other of the names, logos, and materials displayed in the Service constitute trademarks, trade names, service marks or logos ("Marks") of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

18. Copyrights; Restrictions on Use

The content on the Service (the "Content"), including without limitation, video, text, photos, and graphics, is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by us or our licensors. Other than with respect to your own Visitor Submissions: (a) the Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and that of our applicable licensors; and (b) you must abide by all copyright notices, information, or restrictions contained in or attached to any Content. We give you a personal, revocable, non-assignable, non-sublicensable and non-exclusive right to access and use the Service in the manner permitted by these Terms.

19. Electronic Notices

You agree to transact with us electronically. Your affirmative act of registering, using or logging into the Service constitutes your acceptance signature to these Terms. WE MAY PROVIDE NOTICES TO YOU ELECTRONICALLY (1) VIA E-MAIL IF YOU HAVE PROVIDED US WITH A VALID EMAIL ADDRESS OR (2) BY POSTING THE NOTICE ON A WEBSITE DESIGNATED BY US FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by us, regardless of whether you read the Notice or actually receive delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Service.

20. Compliance with Local Laws

The Service is based in the United States. It is not designed or customized for any other country. You may use them only if they comply with the laws of the country from which you are accessing the Service.

21. Age Requirement

You represent and warrant that you are at least [18] years of age or, as applicable, the age of majority in the country, state and/or province in which you reside, and that you possess the legal right and ability to enter into this Agreement. You agree to be financially responsible for your use of Service (as well as for use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement.

22. Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the state of New York without regard to the conflicts of law provisions thereof. You and Crossmedia hereby submit to the exclusive jurisdiction of (I) the United States District Court for the Southern District of New York and (II) any New York State Court sitting in the City of New York, in each case for purposes of all legal proceedings arising out of or relating to these Terms or the transactions contemplated hereby. Each party hereto waives any claim that such jurisdiction is not a convenient forum for any such action, suit or proceeding and the defense of lack of personal jurisdiction. Each party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail at its address listed on this website or in your online account shall be effective service of process for any action, suit or proceeding brought against it in any such court. If you do not have an online account with us, then you hereby agree to electronic notice as per Section 19 herein.

23. Miscellenous

These Terms, together with the terms of any end user license agreement to which you agree when downloading any software that we makes available through the Service and any additional terms to which you agree when using particular elements of the Service (e.g., terms specific to a site within the network of this website or relating to the payment of fees for certain Service content or services, including any applicable Media Services Agreement), constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the Service, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of us and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. The terms of Sections 2 through 4 and Sections 13 through 23 of these Terms, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Service. Both parties are independent contractors of each other. These Terms are freely assignable by Crossmedia. These Terms are binding upon and inures to the benefit of the parties and their respective heirs, successors, licensees and assigns. Neither party shall be deemed an employee, agent, partner, joint venture or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other, solely as a result of these Terms. In no event shall you be deemed under these Terms as being one of our employees or entitled to any of our employee benefits.