Snaptalent Subscriber Agreement

This Agreement was last revised on March 11, 2008.

PLEASE READ THIS SUBSCRIBER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY EWOC, INC. ("SNAPTALENT"). BY CHECKING THE BOX MARKED "I ACCEPT," YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CHECK "I DO NOT ACCEPT" AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY SNAPTALENT. SNAPTALENT'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY SNAPTALENT, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS

Welcome to Snaptalent.com, the website ("Site") and online service of EWOC, Inc. ("Snaptalent" "we," or "us"). This Agreement sets forth the terms by which you ("Subscriber" or "you") may use the Snaptalent services, Site and software provided through or in connection with the service (collectively the "Service").

We reserve the right to amend this Agreement at any time. If we do this, we will notify you as provided in this Agreement. Your continued use of the Service after any such changes constitutes your acceptance of the new Agreement. If you do not agree to any of these terms or any future Agreement, do not use or access (or continue to access) the Service.

Use of Our Service

Subject to the terms and conditions of this Agreement, Snaptalent may offer to provide certain services that relate to facilitating the purchase and sale of Internet advertisements by bringing together Internet advertisers and publishers, as described more fully on the Site, and which are selected by Subscriber through the process provided on the Site. Snaptalent may change, suspend or discontinue the Service (or Subscriber's access thereto) at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability. Snaptalent reserves the right, at its discretion, to refuse to allow access to the Service to any applicant at any time. You certify to Snaptalent that if you are an individual (i.e., not a corporation), you are at least 18 years of age. You also certify that you are legally permitted to use the Service and access the Site, and take full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.

You agree to comply with the technical specifications provided by Snaptalent to enable proper display of the advertisements in connection with the Service, including without limitation by not modifying the JavaScript or other programming provided to you by Snaptalent in any way.

You agree to direct to Snaptalent and not to any advertiser or publisher, as the case may be, all communications regarding any matter arising out of your use of the Service.

Accounts

You may never use another Subscriber's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Snaptalent immediately of any breach of security or unauthorized use of your account. Although Snaptalent will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of Snaptalent or others due to such unauthorized use.

By providing Snaptalent your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. You may not opt out of Service-related e mails. We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by changing the preferences in your Account Settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

Prohibited Activities

You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Service in a manner that sends more request messages to the Snaptalent servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser.

If you are a publisher, you shall not, and shall not authorize or encourage any third party to (i) generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any advertisement, or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from any Web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or intersperse any content between the advertisement and the Advertiser Page; or (iv) display any advertisements on any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable website).

Snaptalent may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Snaptalent's sole determination, you violate any of the Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service. Upon termination for any reason, you continue to be bound by this Agreement.

Advertiser and Publisher Content

If you are an advertiser, the Service allows you to submit content in connection with your advertisement ("Advertiser Content"). You are solely responsible for the Advertiser Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your Advertiser Content.

You agree not to post Advertiser Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You represent and warrant that your Advertiser Content does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. Snaptalent reserves the right, but is not obligated, to reject and/or remove any Advertiser Content that Snaptalent believes, in its sole discretion, violates these provisions.

For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. Snaptalent takes no responsibility and assumes no liability for any Advertiser Content that you or any other Subscriber posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Advertiser Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Snaptalent is not responsible for any public display or misuse of your Advertiser Content.

Further, (i) if you are a publisher, you specifically acknowledge and agree that Snaptalent has no control over (and is merely a passive conduit with respect to) any Advertiser Content that may be submitted or published by any advertiser, and that you are solely responsible (and assume all liability and risk) for determining whether or not such Advertiser Content is appropriate or acceptable to you, and (ii) if you are an advertiser, you specifically acknowledge and agree that Snaptalent has no control over any content that may be available or published on any publisher website (or otherwise), and that you are solely responsible (and assume all liability and risk) for determining whether or not such content is appropriate or acceptable to you. You are solely responsible for your interactions with other Snaptalent Subscribers. We reserve the right, but have no obligation, to monitor disputes between you and other Subscribers.

License Grant

By submitting any Advertiser Content on the Service, you expressly grant, and you represent and warrant that you have a right to grant, to Snaptalent a royalty-free, sublicensable, transferable, non-exclusive, worldwide license to use, reproduce, publish, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Advertiser Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, and to allow others to do so, in connection with the Service.

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. Snaptalent reserves all rights not expressly granted herein in the Service and the Snaptalent Content (as defined below). Snaptalent may terminate this license at any time for any reason or no reason.

Our Proprietary Rights

The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, any advertising or other content made available or submitted by any advertiser and any website or other content published by or associated with any publisher, and Advertiser Content (the "Snaptalent Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Snaptalent and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. You further agree to abide by all copyright notices, information, and restrictions contained in any Snaptalent Content accessed in connection with the Services. Use of the Snaptalent Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Snaptalent under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, Snaptalent does not waive any rights to use similar or related ideas previously known to Snaptalent, or developed by its employees, or obtained from sources other than you.

Fees and Payment

Some of the Services require payment of fees. You shall pay all applicable fees, as described on the Site in connection with such Services selected by you. Snaptalent reserves the right to change its price list and to institute new charges at any time, upon prior notice to you as provided in this Agreement. If you are a publisher, you shall receive as payment a percentage of the sale price of advertisements displayed in connection with your website as determined by Snaptalent for your use of the Service. Your payable revenue shall be determined on the first day of each month, on which day those revenues accrued to your account sixty (60) or more days earlier shall become eligible to be paid. Payments to you shall be sent by Snaptalent within approximately ten (10) days of the previous calendar month end, if your earned balance is greater than or equal to your minimum check amount. If your earned balance is less than your minimum check amount, no check shall be sent and the Snaptalent shall make the aforesaid determination anew on the first day of the following month.

In addition, if you are a publisher, you agree that (i) any payments that may become due to you (as described on the Site) are specifically conditioned upon Snaptalent's receipt of full payment from the applicable advertiser, and that any such payments do not become due to you until 60 days after Snaptalent's receipt of full payment from the applicable advertiser, and (ii) if Snaptalent does not receive the applicable payment in full from any such advertiser, or Snaptalent's payment from advertiser is later reversed at any time, Snaptalent shall have no liability or responsibility to you (and you hereby release Snaptalent) with respect thereto. If you dispute any payment made in connection with the Service, you must notify Snaptalent in writing within thirty (30) days of any such payment. Failure to so notify Snaptalent shall result in the waiver by you of any claims related to such disputed payment. Payment shall be calculated solely based on records maintained by Snaptalent. No other measurements or statistics of any kind shall be accepted by Snaptalent or have any effect under this Agreement. Snaptalent shall not be liable for any payment based on (i) any fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any advertisements, as reasonably determined by Snaptalent; (ii) advertisements delivered to end users whose browsers have JavaScript disabled; or (iii) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above, or as a result of another breach of this Agreement by you for any applicable pay period. Snaptalent reserves the right to withhold payment or charge back your account due to any of the foregoing or any breach of this Agreement by you. In addition, if you are past due on any payment to Snaptalent in connection with the Services, Snaptalent reserves the right to withhold payment until all outstanding payments have been made. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the Services. Snaptalent may debit any account to setoff a negative balance in another account of the same Subscriber, or to pay any amounts that are past due for a period of 180 days.

Confidentiality

You agree not to disclose Snaptalent Confidential Information (as defined below) without Snaptalent's prior written consent. "Snaptalent Confidential Information" includes without limitation: (i) all Snaptalent software, technology, programming, technical specifications, materials, guidelines and documentation you learn, develop or obtain that relate to the Service or the Site; (ii) click-through rates or other statistics relating to Site performance in the Services provided to you by Snaptalent; and (iii) any other information designated in writing by Snaptalent as "confidential" or any designation to the same effect. "Snaptalent Confidential Information" does not include information that has become publicly known through no breach by you or Snaptalent, or information that has been (a) independently developed without access to Snaptalent Confidential Information as evidenced in writing; (b) rightfully received by you from a third party; or (c) required to be disclosed by law or by a governmental authority.

Information Rights

Snaptalent may retain and use for its own purposes all information you provide, including but not limited to Site demographics and contact and billing information. You agree that Snaptalent may transfer and disclose to third parties personally identifiable information about you for the purpose of approving and enabling your participation in the Service, including to third parties that reside in jurisdictions with less restrictive data laws than your own jurisdiction. Snaptalent disclaims all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party. Snaptalent may share aggregate (i.e., not personally identifiable) information about you with advertisers, publishers, business partners, sponsors, and other third parties. In addition, you grant Snaptalent the right to access, index, and cache your website, or any portion thereof, including by automated means including Web spiders or crawlers.

Privacy

We care about the privacy of our Subscribers. Click here to view our Privacy Policy. By using the Service, you are consenting to have your personal data transferred to and processed in the United States.

Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

DMCA Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Snaptalent's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Snaptalent to contact you, such as your address, telephone number, and, e-mail address;
5. 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 law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. The above information must be submitted to the following DMCA Agent:

Name: Jamie Quint
Attn: DMCA Notice
Company: EWOC, Inc.
Address: 417 Mountain View Ave
Telephone: 415.738.8848
Fax: 413.778.8848
Email: copyright@snaptalent.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying Snaptalent and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Snaptalent's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Snaptalent has adopted a policy of terminating, in appropriate circumstances and at Snaptalent's sole discretion, Subcribers who are deemed to be repeat infringers. Snaptalent may also at its sole discretion limit access to the Service and/or terminate the accounts of any Subcribers who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Additional Representations and Warranties

You represent and warrant that (i) you are the owner of each website you designate in connection with the use of Service or that you are legally authorized to act on behalf of the owner of such website for the purposes of this Agreement, and (ii) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder. You further represent and warrant that each of your websites and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content.

Indemnity

You agree to defend, indemnify and hold harmless Snaptalent and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your Advertiser Content, website content, or any other content that is submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code.

Termination

Either party may terminate the Service at any time by notifying the other party by any means. Snaptalent may also terminate or suspend any and all services and access to the Site immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of your account, your right to use the Service will immediately cease and you will remove all Snaptalent HTML code from your websites. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, indemnity, warranty disclaimers, and limitations of liability.

No Warranty

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SNAPTALENT, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE OR THE RESULTS OF ANY ADVERTISING CAMPAIGN WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SNAPTALENT MAKES NO GUARANTEE REGARDING THE LEVEL OF IMPRESSIONS OF OR CLICKS ON ANY ADVERTISEMENT, THE TIMING OF DELIVERY OF SUCH IMPRESSIONS AND/OR CLICKS, OR THE AMOUNT OF ANY PAYMENT TO BE MADE TO YOU IN CONNECTION WITH THE SERVICES. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. SNAPTALENT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SNAPTALENT SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SNAPTALENT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU OR ANYONE ELSE AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SNAPTALENT, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL SNAPTALENT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SNAPTALENT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) SUBSCRIBER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SNAPTALENT, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SNAPTALENT HEREUNDER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SNAPTALENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from its facilities in the United States. Snaptalent makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Snaptalent without restriction.

General

A. Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Snaptalent, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Snaptalent that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California.

B. Notification Procedures. Snaptalent may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on the Site, as determined by Snaptalent in our sole discretion. Snaptalent reserves the right to determine the form and means of providing notifications to our Subscribers, provided that you may opt out of certain means of notification as described in this Agreement.

C. Entire Agreement/Severability. This Agreement, together with any other legal notices and agreements published by Snaptalent via the Service, shall constitute the entire agreement between you and Snaptalent concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

D. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Snaptalent's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Please contact us at support@snaptalent.com with any questions regarding this Agreement.