Welcome to Village Media. Village Media offers you its services, applications and software on the condition that you agree electronically to the following terms.

BY REGISTERING OR USING Village Media, YOU SIGNIFY ELECTRONICALLY THAT YOU AGREE TO THE FOLLOWING TERMS (THE “AGREEMENT”). YOU AGREE THAT ANY DISPUTE THAT YOU MAY HAVE WITH Village Media WILL BE RESOLVED IN DELAWARE.

If you do not agree to these terms, do not use Village Media.

1. This Agreement

This Agreement governs your registration, access and use of Village Media’s software, application code, upgrades, and its free or fee-based services offered by or through Village Media, including without limitation: use and/or ownership of any chat rooms on Village Media, use of Village Media discussion boards, games, text, video, audio messaging applications, communications platforms or other products or services (collectively the “Service”). The term “you” means any person or entity ordering and/or using the Service, as well as any person or entity acting on behalf of such person or entity in relation to ordering and/or using the Service. The terms (a) “User(s)” means subscribers and users of the Service, including all persons or entities you make the Service available to through your site, community, network or system and (b) “User Application(s)” means any product developed by you that is based upon, incorporates, references or interacts with the Service, including without limitation, the Service’s Web sites, online services or application code.

If you are ordering or using this service on behalf of another person or entity, you represent and warrant that you have the power and authority to use the service and to enter into this agreement on behalf of such entity and that your actions have been duly authorized by such entity.

2. About Village Media

The Service provides communication platforms for communities. Village Media acts only as a forum and technical interface between and among Users. Village Media does not verify the qualifications of Users, nor does it evaluate, control or monitor in any ongoing manner exchanges between users. You understand and agree that you use Village Media at your own risk. You must use your own judgment in evaluating the qualifications of and statements made by Users. Any opinions expressed by a User are of those of the User alone, and are not to be attributed to Village Media. Village Media cannot and does not assume responsibility for the accuracy, completeness, safety, timeliness, legality or applicability of anything said or written by any User. There are risks of dealing with underage persons, or persons acting under false pretenses. Authentication on the Internet is difficult and, accordingly, Village Media cannot and does not confirm that each User is whom they claim to be or that they can deliver services or make payments. Village Media cannot control the information provided by Users. Users’ information might be offensive, harmful, untimely, inaccurate and/or deceptive and, accordingly, you agree to exercise caution, discretion and common sense when using the Service.

Information, advice, opinions or comments expressed by any User via the Service are not intended to substitute for informed professional advice. You acknowledge that Village Media does not offer or provide professional services, including without limitation, medical, legal or financial advising. You should not use the Service for emergency purposes or to seek or provide diagnosis or treatment of medical, psychiatric or psychological problems, or as a substitute for face-to-face professional consultation. If you have a medical or psychiatric emergency, call your physician or 911 immediately. Village Media is not a referral service and Village Media does not endorse or recommend the use of any professional services. You must use your judgment to determine when it is necessary to consult with a provider who is local, licensed in your state or country, available in person, or otherwise possesses qualities required to properly diagnose or advise you, especially in areas of expertise such as medicine, law, accounting, psychological counseling, investment, tax or other financial advice, requiring government or regulatory licensing or certification, or for high risk activities.

You understand and agree that Village Media is supported by advertising. Village Media displays advertisements and promotions on or through the Service, including, its software applications and you agree that neither you nor any User shall obscure or obstruct with the placement, display or functionality of such advertisements. The manner, mode and extent of advertising by Village Media on the Service are subject to change at Village Media’s sole discretion.

3. Modifications to Agreement and to the Service

Village Media reserves the right in its sole discretion to modify or discontinue all or any aspects of the Service at any time and without notice to you.

Village Media reserves the right to add new products and offerings, and to change the terms of existing programs at any time, including paid programs. These modifications may include, but are not limited to, changes in the service, product offerings, price or administration of the program. Not all products are available for all platforms, clients or browsers. Village Media will announce any change in the price of the program on its website prior to any such change taking effect.

Village Media may modify this Agreement, its pricing, product offering, and any guidelines and policies posted on the Service at any time. You assume all responsibility in reviewing this Agreement and the pricing and product information periodically at www.thevillage.com so that you will be apprised of any changes.

BY CONTINUING TO USE THE SERVICE AFTER Village Media POST CHANGES TO THIS AGREEMENT, YOU ARE SIGNIFYING YOUR ACCEPTANCE OF THE NEW TERMS. YOU MUST DISCONTINUE YOUR SUBSCRIPTION OR USE OF THE SERVICES IF YOU DISAGREE WITH ANY CHANGES TO THIS AGREEMENT.

4. Additional Terms

Certain features or areas on the Service, and certain subscription or fee-based services, may be subject to additional or separate terms, licenses, guidelines, policies and standards. Any additional terms will be posted or presented with such feature or premium service and be binding on you.

5. Registration

In order to register, you must be legally capable to enter in contracts. In addition, Village Media does not permit membership or use of the Service in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens. Village Media may reject any registration for any reason and in its sole discretion at any time, even if Village Media previously accepted such registration.

Village Media may require or allow you to use a user name and password authorized by Village Media to authenticate your access to the Service (“Screen Name”). You agree to abide by any separate terms and policies that will apply to your registration and use of such Screen Name.

You shall continuously provide to the Service true, accurate, current, and complete information including, without limitation, billing and credit card information and all other personally identifiable information provided by you. You may not share, or transfer paid membership accounts.

6. Privacy 7. Your Responsibility

You and your Users may use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations. You and your Users must comply with all requirements, procedures, policies and regulations posted on Village Media’s website or the Service by Village Media from time to time and/or any networks connected to the Service. You shall supervise and be solely and fully responsible for (I) all activities that occur under your password or account, including, but not limited to, all usage by Users, employees or minors, (ii) all activities and conduct that occur through your User Applications, and (iii) maintaining the confidentiality of your account, password or any personally identifiable information. You agree that you are responsible for your own communications that you make through the Service and those of your Users (either through the Service and any User Application), and for any consequences of such communications. You understand and agree that Village Media reserves the right to use whatever technical and legal remedies available to it to prevent abuses to Village Media’s systems and network or violations or to enforce this Agreement. Village Media reserves the right to investigate or monitor in its own discretion and by any means it deems appropriate (a) your compliance with this Agreement and (b) any activity or conduct that Village Media believes violates the terms of this Agreement. In addition to any other rights that Village Media may have in this section and in the Agreement, Village Media reserves the right to request an audit to investigate compliance with this Agreement. If your User Application is located and operates within a proprietary, nonpublic network, you must grant Village Media access to such User Application for periodic reviews, upon reasonable request by Village Media.

8. Restrictions

YOU SHALL NOT USE THE SERVICE OR USER APPLICATION TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO, OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHTS OF ANY THIRD PARTY. If Village Media has notice that a User has violated this Agreement, Village Media may, in its sole discretion, either (a) warn the You or the User that the User is in violation of this term of the Agreement, (b) remove the material from our site, or (c) terminate the User’s or any User Application’s access to the Service without warning.

You, any User and any User Application shall not:

• copy, modify, create a derivative work of, reverse engineer, decompile, disassemble, or otherwise attempt to discover any source code or (ii) modify or attempt to modify the Service in any manner or form;
• take any actions, which may undermine the integrity of the user referral system, or the User feedback system used to solicit feedback from Users;
• create obscene, profane, threatening, defamatory, or hateful user screen names, room names, topic names, welcome messages, or comments in any area of the Service;
• solicit credit card numbers for goods or services, nor engage in any commercial activity on the Service which Village Media has not expressly and previously authorized;
• Solicit for advertisers or sponsors.>
• display advertising or sponsorships of any kind on Village Media message boards or in other service areas, including banners that are generated by banner or link exchange services, with the sole exception of those placed there by Village Media or its affiliates;
• interfere with the use and enjoyment of the Service by other Users, or impede the ability of Village Media employees to perform their duties;
• use the Service in a manner that may result in the violation of any law, third party right, or the breach of any Agreement by User with any third party;
• use the Service for the placing of wagers or bets or other gambling activity;
• use the Service in a manner that promotes or contributes to the delinquency of a minor or solicit a minor in any way through the Service;
• attempt to gain unauthorized access to other computer systems or networks connected to the Site;
• transmit “junk mail”, “spam”, “chain letters”, or unsolicited mass distribution of email or bulletin board postings;
• use any information or material on this site for marketing or solicitation;
• transmit broad solicitation for employees, consultants, contractors or for participation on any Web sites;
• use the Service for purposes of multi-level marketing proposals, for example, offering to help participants “get rich quickly”, “lose weight now” or “make money surfing the Web;”
• transmit any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information from Users, Village Media’s employees, the Service, or the system itself; or
• Install, integrate or use the Service on any User Application that would violate any the foregoing restrictions.

9. Feedback to Village Media

You agree that any comments, suggestions, ideas, complaints and other feedback relating to the Service that you provide or disclose to Village Media may be used by Village Media and its licensors, suppliers and licensees in any manner whatsoever, for no compensation and without limitation of any kind. Notwithstanding the foregoing, Village Media shall not be obligated to take action based upon any submission that you provide to Village Media.

10. Posting of Content

You may only post communications and any content (such as text, photographs, video, data, music, video and other materials) on or through the Service that you created or that you have permission to post or transmit. You may not transmit content that violates this Agreement. You may have the opportunity to post content on certain public areas of the Service. Village Media does not claim ownership of any content that you may post on or through the Service; however, by submitting or posting content on public areas of the Service, you grant Village Media the right to use, copy, display, perform, distribute, adapt and promote this content in any medium.

11. User Billing and Payment

You agree to pay for all purchases and subscriptions made from the Service from your account. You must select a payment method to pay Village Media for any subscription fees and all purchases made from Village Media. You must give Village Media accurate billing and payment information and keep this information up-to-date by contacting Village Media’s support services at support@VillageMedia.com. Village Media will bill you through the payment method that is associated with your account. You agree to pay Village Media for all charges incurred under your account, including all applicable taxes, fees and surcharges. You authorize Village Media to charge your designated payment method for these charges and to retain information about the payment method associated with your account. If Village Media does not receive payment from your designated payment method, you agree to pay all amounts due upon demand by Village Media.

Every time you use the Service, you reaffirm that (I) Village Media is authorized to charge your designated payment method; (ii) Village Media may submit charges incurred under your account for payment; and (iii) you will be responsible for such charges, even if your subscription to any Service is canceled or terminated.

After 30 days from the date of any unpaid charges, your account will be deemed delinquent and Village Media may terminate or suspend your account for nonpayment. Village Media reserves the right to assess an additional 1.5 percent (or the highest amount allowed by law, whichever is lower) per month late charge if your payment is more than 30 days past due and to use alternate means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees incurred by Village Media in its efforts to collect any remaining balances from you.

You are responsible for all charges incurred under your account, including applicable taxes, fees, surcharges and purchases made by you or anyone you allow to use your account or the Service.

12. Subscription Refunds

NO refunds shall be granted to any User whose membership or subscription is terminated or revoked by Village Media for violations of this Agreement (including any Village Media guidelines, policies or standards).

13. Billing Disputes

You must notify Village Media about any billing problems or discrepancies within 60 days after they first appear on the statement you receive from your bank or credit card company. If you do not bring such problems or discrepancies to our attention within 60 days, you agree that you waive the right to dispute such problems or discrepancies.

14. Proprietary Rights

Village Media, its licensors and contributors own all right, title and interest in the Service (“Village Media Rights”). The Village Media Rights are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and may have security components that protect digital information. Their respective owners reserve all Village Media Rights. You may only use the Service as authorized by this Agreement.

15. License

You may use the Service for personal or internal business purposes only if you abide by all of the terms of this Agreement. You may use any application code offered by Village Media for the limited purpose of creating and distributing your User Application. The rights granted by Village Media to you us under this Agreement are licensed, not sold. This license is non-exclusive and revocable. You may not transfer or sub-license this right to any other person or entity. You shall not distribute any application or code provided by Village Media in any manner except as expressly authorized by this Agreement and terms that accompany the application code. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the Service. Your license terminates immediately upon cancellation or termination of your Service account or if Village Media believes, you are in violation of this Agreement. You may not (a) resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Web site or otherwise generate income from the Service or use the Service for the development, production or marketing of a service or product substantially similar to the Service or (b) reverse engineer, decompile or disassemble the Service or otherwise attempt to derive the source code from Service (except where expressly permitted by law). Except as expressly authorized by Village Media, you may not modify, adapt or create derivative works from the Service. You may not remove proprietary notices posted on the Service. You may access the Service only through the software, interfaces and protocols provided or authorized by Village Media. You may not authorize or assist any third party to do any of the things prohibited in this paragraph. Unless provided otherwise in a separate license agreement, any software Village Media provides to you may be installed on any single computer or server from which you wish to access and use Service. Village Media may automatically check your version of any Village Media provided software. Village Media may automatically update Village Media software on your computer to improve the performance and capabilities of such software.

Your license will end on the date your Service ends. The Service (including its software) is a “commercial item”, as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the Software with only those rights as set forth herein.

Village Media is under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements to the Service, although Village Media may do so in its sole discretion.

16. User Application

The following terms apply if you incorporate application code or other products, software or services made available by Village Media for use in your User Applications.

• Supplemental Terms. Your use of any application code provided and authorized by Village Media for use in User Applications may be subject to additional terms that supplement this Agreement, which you agree will apply to you. These supplemental terms, which may impose usage rules, will be posted with the applicable application code.
• Attributions; Links. You shall incorporate into your User Applications such disclaimers, terms and attributions that Village Media may request or require for a specific User Application, including any branding elements. You also agree to incorporate links, banners or other content that we may reasonably request or require from time to time to promote certain Village Media features or services.
• Advertisements. Village Media expressly reserves the right to incorporate advertising into the User Applications at any time and without notice. You agree to display such advertisements exactly as served to you by Village Media (or by an affiliate on behalf of Village Media) without any modification. You may not obscure or replace such advertisements with ads that are not authorized by Village Media.
• Disclosures. You shall post and present to Users of your User Applications such consent forms or user acknowledgements that we prepare and/or require for use with a specific applications. You agree that you shall not modify or conceal from view any such consent form or user acknowledgement prepared by Village Media.
• End User Terms. You shall require that Users of your User Applications agree to an enforceable end-user agreement (an “End User Agreement”) that is protective of Village Media and contains at least the following specific, minimum terms: (I) you, and not Village Media, are responsible for the User Application; (ii) the Service (including any application code) is provided as-is, without any warranties, and that Village Media expressly disclaims all implied or express warranties, including the implied warranties of merchantability, accuracy, fitness for a particular purpose and non-infringement; (iii) a prohibition against modifying or creating derivative works of the Service or any portion of Village Media code included as part of your User Application; (iv) a prohibition against decompiling, reverse engineering, disassembling, and otherwise reducing the Service or any portion of Village Media code included as part of your User Application to a human-perceivable form, to the full extent allowed by law; (v) a provision indicating that ownership of the Service resides with Village Media; (vi) a disclaimer of indirect, special, incidental, punitive, and consequential damages; (vii) a complete and accurate disclosure to end users of the privacy practices and policy applicable to your User Applications, and, (viii) such other terms as may be required by Village Media for a specific component of the Service.
• Privacy Policy. You shall develop a privacy policy and incorporate the policy into your End User Agreement for your User Application. The privacy policy must follow generally accepted industry standards relating to, among other things, what privacy practices are disclosed, how those practices are disclosed, and how much detail is provided about a practice. In addition, you shall make the privacy policy easily accessible to your end users during and after installation. You shall, at a minimum, notify the end users of your User Application(s) that: (I) you, and not Village Media, are responsible for any personal or other data collected by your product or on your web site or both; and (ii) that certain components of the Service may also collected and store personal or other data and, accordingly, the end users should check the privacy policy on the applicable web site for more information.
• Usage Data. Village Media’s servers record information when Users visit its websites or when User Applications call or invoke Village Media services. This information may include, without limitation, the URL, IP address, browser type, developer key (if any) and access times and dates. Village Media may use this information to promote, operate, and improve Village Media services and properties and deliver the services that you or the Users of your User Applications have requested through the Service.
• Trademark license. For purposes of this Agreement, the term “Trademarks” means all trademarks, trade names, service marks, logos, domain names, along with any other distinctive brand features of each party. You may use only the Trademarks that Village Media specifically authorize you to use for identifying your User Application’s utilization of the Service and for such other attributions or promotions that Village Media may require for the Service. The rights granted to you under this Agreement constitute a nontransferable, non-sublicense able, nonexclusive license during the term of this Agreement to display such Trademarks solely as set forth expressly in this Agreement or any rules applicable to a User Application. Village Media may terminate or modify your right to use any specific Trademark at any time for any reason. Your license to use such Trademarks expires immediately upon termination of this Agreement, if Village Media modifies or withdraws such license in its discretion, or if you discontinue the use of the Service. You may use Village Media’s Trademarks only in accordance with its guidelines. You hereby grant to Village Media a nontransferable, nonexclusive license during the term of this Agreement to use your Trademarks in Village Media’s promotions or press releases (as determined by us in our sole discretion) regarding any User Application that incorporates the Service and to the extent that it is necessary for Village Media to provide the Service to you.

You expressly agree that you will not:

• display any Village Media Trademark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Village Media, other than your use of the User Applications, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Village Media, its parent, officers, directors, employees, agents or affiliates;
• display Village Media Trademarks on your User Applications if it contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age;
• display Village Media Trademarks as the most prominent element on any page of your website or User Application;
• display Village Media Trademarks in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Village Media as determined by Village Media in its sole discretion;
• display Village Media Trademarks on your Village Media Applications in a manner that violates any law or regulation; or
• Remove, distort or alter any element of Village Media Trademarks (this includes squeezing, stretching, inverting, discoloring, etc.).

You understand and agree that Village Media has the sole discretion to determine whether your use of Village Media Trademarks is in accordance with the above restrictions.

Except as set forth in this section, nothing in this Agreement shall grant or shall be deemed to grant you any right, title or interest in or to Village Media Trademarks. All use by you of Village Media Trademarks (including any goodwill associated therewith) shall inure to the benefit of Village Media. At no time during or after the term of this Agreement shall you challenge or assist others to challenge Village Media’s Trademarks (except to the extent such restriction is prohibited by law) or the registration thereof by Village Media or its parent, nor shall you attempt to register any Trademarks (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Village Media.

You hereby grant us permission during the term of this Agreement to use your name and company logo in any materials and media in order to promote Village Media, Village Media products and services, and your participation and affiliation with the Service.

• Publicly Available Software. Your User Application may not incorporate any Publicly Available Software, in whole or in part, in a manner that may subject the Service, in whole or in part, to all or part of the license obligations of any Publicly Available Software. As used herein, the term “Publicly Available Software” means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models.

17. Export Control

You agree to comply fully with all import and export laws, regulations, rules and orders of the United States, or any foreign government agency or authority, and that you will not directly or indirectly export, re-export, transfer and/or release the Software, related technology, or any product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government. You bear responsibility for and assume all expenses relating to your compliance with the described laws, regulations, rules and orders, and for obtaining all necessary authorizations and clearances.

18. High Risk Activities

The Service is not fault-tolerant and is not designed, manufactured or intended for use in environments in which its failure could lead directly to death, personal injury, or severe physical or environmental damage, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems (“High Risk Activities”). ACCORDINGLY, Village Media AND ITS RESELLERS AND DISTRIBUTORS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU AGREE THAT Village Media WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF THE SERVICE.

19. Open Source

Portions of some of the software that may be provided with the Service may have been created using source code available through various open source projects. In such cases, the licenses and availability of source code for such components are specified in a copyright notice document delivered with or linked from such software.

20. Warranty Disclaimer

THE SERVICE AND ALL RELATED SITES, SERVICES OR GOODS OBTAINED THROUGH THE SERVICE ARE PROVIDED “AS IS”, WITH ALL FAULTS AND WITH NO WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, Village Media, ITS PARENT, AFFILIATES, AGENTS, RESELLERS AND DISTRIBUTORS (THE “Village Media GROUP”) DISCLAIM IMPLIED WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. THE Village Media GROUP DOES NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE, MEET YOUR TASTES OR MEET YOUR REQUIREMENTS. THE Village Media GROUP DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Village Media REPRESENTATIVES SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this contract cannot change. You use the Service at your own risk.

21. Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE SERVICE OR Village Media IS TO DISCONTINUE YOUR USE OF THE SERVICE OR TO CANCEL ANY SUBSCRIPTION THAT YOU MAY HAVE WITH THE SERVICE. IN NO EVENT SHALL THE Village Media GROUP’S CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICE EXCEED THE TOTAL AMOUNT OF SERVICE FEES THAT YOU PAID DURING THE LAST SIX MONTHS FOR THE SPECIFIC SERVICE AT ISSUE.

THE Village Media GROUP SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF THEY KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE Village Media GROUP’S LIABILITY IN SUCH STATE OR JURISDICTION IS LIMITED TO THE EXTENT PERMITTED BY LAW.

22. Indemnification

YOU AGREE TO DEFEND, HOLD HARMLESS AND INDEMNIFY THE Village Media GROUP, AND ITS EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR AND YOUR USERS’ USE OF THE SERVICE (INCLUDING ACCESS AND USE OF THE SERVICE THROUGH YOUR USER APPLICATIONS), INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEY’S FEES, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED.

23. Release and Waiver

To the maximum extent permitted by applicable law, you hereby release, and waive all claims against the Village Media Group and its employees, agents, and representatives from all liability for claims, damages (actual and consequential). Costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with use of the Service. If you are a California resident, you waive your rights under California Civil Code 1542, which states “A general release does not extend to claims which the creditor does not know or suspect to existing his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes or regulations.

24. Injunctive Relief

You acknowledge and agree that, notwithstanding any other provisions of this Agreement, your breach or threatened breach of this Agreement shall cause us irreparable damage for which recovery of money damages would be inadequate and that Village Media, therefore, may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

25. Third Party Services

If ordering merchandise and/or services from anyone other than Village Media, through any commercial service offered via an official Village Media partnership or affiliate, via Village Media, all transaction terms including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance, and delivery, are solely between you and the seller of the merchandise or services. Village Media makes no warranties or representations whatsoever with regard to any goods or services provided by the seller of the merchandise or services and shall not be liable for the costs or damages arising, either directly or indirectly, from the products or services or from the actions or inactions of the Seller.

If you access Village Media applications on third party sites, you understand and agree that Village Media does not control or endorse such sites or services and that Village Media is not responsible or liable for any activities on those third party sites. In addition, your use of Village Media applications offered on these third party sites are subject to the privacy policies that apply to such third party sites.

26. Links to Other Web Sites

The Service may provide links to Web sites other than Village Media.com, including links provided as automated search results. Some of these sites may contain materials that are objectionable, unlawful or inaccurate. Village Media neither controls such sites or services nor endorses any of the materials or policies on such sites or Services, including but not limited to their privacy policies, or any association with their operators. You acknowledge and agree that Village Media is not responsible or liable for any content or other materials on these third party sites. Any dealings that you have with advertisers found on the Service are between you and the advertiser and you acknowledge and agree that we are not liable for any loss or claim you may have against an advertiser.

27. Copyrights and Copyright Agent

Village Media respects the intellectual property of others. If you believe that your work has been copied and is accessible on the Service in a way that constitutes copyright infringement, please review Village Media’s Affiliate Procedures for Making Claims of Copyright Infringement for instructions on how to contact us to report possible copyright infringement.

28. Electronic Contracting; Notices

Your affirmative act of registering for the Service constitutes your electronic signature to this Agreement and your consent to enter into agreements with Village Media electronically. You agree that Village Media may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Service (collectively, “Notices”). Village Media can send you electronic Notices (1) to the e-mail address that you provided during registration, (2) to any e-mail account you open with a Service, or (3) by posting the Notice on the applicable Service. The delivery of any Notice from Village Media is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery.

29. Termination and Cancellation

Without limiting other remedies, Village Media may immediately issue a warning, temporarily suspend, indefinitely suspend your use of the Service (including access to the Service through your User Applications) and refuse to provide the Service to you for any reason, including without limitation, violation of any one or more of Village Media’s guidelines, policies or standards or (1) if you breach this Agreement or the documents it incorporates by reference; (2) if Village Media is unable to verify or authenticate any information you provide to Village Media; or (3) if Village Media believes that your actions may cause legal liability for you, our users, or to Village Media. Such termination or suspension of services may be without refund, at Village Media’s sole discretion. Unless you are on a commitment plan, you may cancel your subscription to any service by going to www.thevillage.com or by calling (310) 979-4100.

30. Assignment

Village Media may assign this contract at any time without notice to you. You may not assign this contract to any one else unless otherwise expressly consented to by Village Media at its sole and absolute discretion.

31. Relationship of the Parties

Notwithstanding any provision hereof, for all purposes of this Agreement, each party shall be and act as an independent contractor and not as partner, venture, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any other contract.

32. Jurisdiction and Venue

You agree that the law of the Commonwealth of Delaware governs this contract and any claim or dispute that you may have against Village Media, its affiliates and parent, without regard to Delaware’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the Commonwealth of Delaware.

PLEASE NOTE THAT BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST Village Media BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF DELAWARE OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF DELAWARE FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

33. Sections that Survive

Sections 7, 9 through 14 and 20 through 36 shall survive expiration or termination of this Agreement. Village Media shall not be liable to you for damages of any sort resulting from terminating this Agreement.

34. Non Assert.

In consideration of the licenses granted herein, and other consideration provided by Village Media to you under this Agreement, you covenant not to sue or otherwise assert any patent rights against Village Media, its parent or any of its affiliates or licensees for any alleged patent infringement during the term of this Agreement by any product or service that uses any Service.

35. User Submissions

In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Village Media all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Village Media or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person . Village Media does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Village Media expressly disclaims any and all liability in connection with User Submissions. Village Media does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Village Media will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Village Media reserves the right to remove Content and User Submissions without prior notice. Village Media will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. Village Media also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Village Media may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

D. In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii) 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 the service provider to locate the material;

(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

(v) A statement that you have 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

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

36. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. Village Media’s failure to act with respect to a breach by you or others does not waive Village Media’s right to act with respect to subsequent or similar breaches. The failure of Village Media to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. The section headings and subheadings contained in this Agreement are for convenience only and shall not limit or otherwise affect the terms of this Agreement. This Agreement constitutes the entire agreement between Village Media and User with respect to the subject matter hereof.

Village Media’s Affiliate Procedures for Making Claims of Copyright Infringement

To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
• 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 the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
• 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.
• 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.

Such written notice should be sent to our designated agent as follows:

The Village.com Complaints
1563 Solano Ave #226
Berkeley, CA 94707
Email: support@thevillage.com

 Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter-Notification

If you elect to send us a counter notice, please contact support to access the instructions.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.

Last Updated 09-01-2007