ROPEADOPE, LLC (“COMPANY”)

COMPANY WEBSITE: WWW.ROPEADOPE.COM TERMS OF USE

ACCEPTANCE OF TERMS OF USE:

PLEASE READ THESE WEBSITE TERMS OF USE (“TERMS OF USE”) CAREFULLY BEFORE USING THIS WEBSITE. BY USING OR ACCESSING THIS WEBSITE, YOU ACKNOWLEDGE THAT:

YOU HAVE READ AND UNDERSTOOD THE TERMS OF USE;

YOU HAVE READ AND UNDERSTOOD THE RELATED PRIVACY POLICY;

YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND HAVE THE LEGAL AUTHORITY TO ACCEPT THE TERMS OF USE;

AND YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF USE.

IF YOU DO NOT ACCEPT THESE TERMS OF USE AND THE RELATED PRIVACY POLICY, DO NOT USE THIS WEBSITE.

Company Website and its goods and services are offered subject to acceptance without modification of all of the Terms of Use, which also incorporates the Privacy Policy available at <a href="http://www.ropeadope.com/privacy">ropeadope.com/privacy</a>, the Copyright Policy available <a href="http://www.ropeadope.com/dmca">ropeadope.com/dmca</a>and all other operating rules, policies and procedures that may be published from time to time on Company’s Website, each of which is incorporated by reference and each of which may be updated by Company from time to time without notice to you. In addition, some services offered through Company’s Website may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to all of those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer and goods or services offered on Company’s Website to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access Company’s Website is revoked in such jurisdictions.

MODIFICATION OF TERMS OF USE

Company reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue any goods or services offered or rendered by Company (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on Company’s Website or by sending you an email. Company may also impose limits on certain features and services or restrict your access to parts or all of Company’s Website without notice or liability. You are solely responsible for checking the Terms of Use periodically for changes. Your continued use of Company’s Website following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

THIS IS A LEGALLY BINDING AGREEMENT. PLEASE REVIEW THESE TERMS OF USE PERIODICALLY AS THEY MAY BE REVISED FROM TIME TO TIME WITHOUT NOTICE.

THE WORD “COMPANY” AS USED HEREIN INCLUDES: COMPANY’S AFFILIATES, ASSIGNEES, EMPLOYEES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, CONTRACTORS, DIRECTORS, OFFICERS, CONSULTANTS, SUCESSORS, LICENSORS, TRANSFEREES, LICENSEES, SUB-LICENSEES, AND SUPPLIERS.

1. ALL MATERIAL ON COMPANY WEBSITE(S), INCLUDING, BUT NOT LIMITED TO, TEXT, DATA, GRAPHICS, LOGOS, BUTTON ICONS, IMAGES, AUDIO CLIPS, VIDEO CLIPS, LINKS, DIGITAL DOWNLOADS, DATA COMPILATIONS, AND SOFTWARE IS OWNED, CONTROLLED BY, OR LICENSED TO COMPANY AND IS PROTECTED BY COPYRIGHT, TRADEMARK, AND OTHER INTELLECTUAL PROPERTY RIGHTS. EXCEPT WHERE SPECIFICALLY STATED, AND EXCEPT WHERE ALLOWED BY APPLICABLE LAW, MATERIAL ON COMPANY WEBSITE(S) IS MADE AVAILABLE SOLELY FOR YOUR PERSONAL, NON-COMMERCIAL USE AND MAY NOT BE COPIED, REPRODUCED, REPUBLISHED, MODIFIED, UPLOADED, POSTED, TRANSMITTED, OR DISTRIBUTED IN ANY WAY, INCLUDING BY E-MAIL OR OTHER ELECTRONIC MEANS, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF COMPANY IN EACH INSTANCE. YOU MAY ONLY DOWNLOAD MATERIAL INTENTIONALLY MADE AVAILABLE FOR DOWNLOADING FROM COMPANY WEBSITE(S) FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY, PROVIDED THAT YOU KEEP INTACT ANY AND ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES THAT MAY APPEAR ON SUCH MATERIALS.COMPANY WEBSITE(S), INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN COMPANY WEBSITE(S) OR ANY COMPANY-RELATED SERVICE, IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY WEBSITE(S), COMPANY AND COMPANY’S ADVERTISERS AND SPONSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

2. COMPANY AND ITS ADVERTISERS AND SPONSORS DISCLAIM ANY AND ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF ANY COMPANY SERVICE INCLUDING WITHOUT LIMITATION COMPANY WEBSITE(S) WHETHER CURRENTLY OFFERED OR MADE AVAILABLE, OR OFFERED OR MADE AVAILABLE IN THE FUTURE. COMPANY IS UNDER NO OBLIGATION TO OFFER OR CONTINUE TO OFFER ANY COMPANY OR OTHERWISE WEBSITE SERVICES, GOODS, OR ANY PART THEREOF WHATSOEVER, AND MAY, WITHOUT LIABILITY OR OBLIGATION, DISCONTINUE ANY COMPANY WEBSITE SERVICE OR OFFERING OF GOODSS OR ANY PART THEREOF AT ANY TIME.

3. COMPANY AND ITS ADVERTISERS AND SPONSORS DISCLAIM ANY AND ALL WARRANTIES FOR ANY INFORMATION, ADVICE OR MATERIALS OBTAINED OR PERCEIVED THROUGH COMPANY WEBSITE(S). NO OPINION, ADVICE OR STATEMENT OF COMPANY AND ITS ADVERTISERS AND SPONSORS, OR MEMBERS, USERS OR VISITORS, WHETHER MADE ON COMPANY WEBSITE(S) OR OTHERWISE, SHALL CREATE OR GIVE RISE TO ANY WARRANTY.

4. COMPANY AND ITS ADVERTISERS AND SPONSORS DISCLAIM ANY AND ALL WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON COMPANY WEBSITE(S) OR RECEIVED BY YOU THROUGH ANY LINKS APPEARING ANYWHERE ON COMPANY WEBSITE(S), WHETHER SUCH LINKS ARE AUTHORIZED OR NOT, AS WELL AS FOR ANY INFORMATION, ADVICE OR MATERIALS RECEIVED OR PERCEIVED THROUGH ANY LINKS PROVIDED ANYWHERE ON COMPANY WEBSITE(S). 5. COMPANY AND ITS ADVERTISERS AND SPONSORS DO NOT WARRANT OR REPRESENT THAT YOUR USE OF OR PARTICIPATION IN OR MATERIALS POSTED AND/OR OFFERED ON COMPANY WEBSITE(S) WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT COMPANY WEBSITE(S) OR THE SERVER(S) ON WHICH COMPANY WEBSITE(S) IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT OR SOFTWARE NEEDED TO ACCESS AND USE COMPANY WEBSITE(S), AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF, PARTICIPATION IN AND MATERIALS POSTED AND/OR OFFERED ON COMPANY WEBSITE(S) AND ANY SERVICE AND YOUR RELIANCE THEREON. YOU UNDERSTAND AND AGREE THAT YOU USE, DOWNLOAD, UPLOAD OR OTHERWISE OBTAIN OR PERCEIVE MATERIAL, INFORMATION OR DATA THROUGH THE USE OF COMPANY WEBSITE(S) AT YOUR OWN DISCRETION AND SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF SUCH MATERIAL, INFORMATION OR DATA. 6. NEITHER COMPANY NOR ANY OF COMPANY’S ADVERTISERS OR SPONSORS ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO USE OR MISUSE OF OR RELIANCE ON COMPANY WEBSITE(S) OR ANY COMPANY SERVICE OR PART THEREOF OR ANY LINKED COMPANY WEBSITE(S), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL COMPANY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU, IF APPLICABLE, TO ACCESS COMPANY WEBSITE(S) OR USE OR PURCHASE ANY MATERIAL POSTED OR OFFERED ON COMPANY WEBSITE(S). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND/OR RELIANCE ON COMPANY WEBSITE(S) OR ANY COMPANY SERVICE OR ANY PART THEREOF, FROM INABILITY TO USE COMPANY WEBSITE(S) OR ANY COMPANY SERVICE OR ANY PART THEREOF, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF COMPANY WEBSITE(S) OR ANY COMPANY SERVICE OR ANY PART THEREOF (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON COMPANY WEBSITE(S) OR RECEIVED THROUGH ANY LINKS PROVIDED AT, IN OR THROUGH COMPANY WEBSITE(S), AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON COMPANY WEBSITE(S) OR RECEIVED THROUGH ANY LINKS PROVIDED ON COMPANY WEBSITE(S) OR ANY COMPANY SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, AND LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NONPERFORMANCE OF COMPANY WEBSITE(S) OR ANY COMPANY SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, COMPANY WEBSITE(S) OR ANY COMPANY SERVICE OR ANY PART THEREOF. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

7. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. PROVIDED, HOWEVER, THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE LAW LIMITING OR PROHIBITING SUCH EXCLUSIONS OR LIMITATIONS.

8. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL COMPANY BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, EPIDEMIC, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING OR ANY OTHER FORCE MAJEURE EVENT.

9. COMPANY MAKES NO REPRESENTATION THAT PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH COMPANY WEBSITE(S) OR ANY COMPANY SERVICE OR PART THEREOF ARE APPROPRIATE FOR USE IN OTHER LOCATIONS OTHER THAN THE UNITED STATES. USERS WHO CHOOSE TO ACCESS COMPANY WEBSITE(S) OR ANY COMPANY SERVICE OR ANY PART THEREOF FROM OTHER LOCATIONS DO SO ON THEIR OWN INITIATIVE AND AT THEIR OWN RISK, AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, IF AND TO THE EXTENT LOCAL LAWS ARE APPLICABLE.

10. ANY AND ALL PRODUCTS OR SERVICES MADE AVAILABLE THROUGH COMPANY WEBSITE(S) ARE FURTHER SUBJECT TO UNITED STATES EXPORT CONTROLS. YOU AGREE TO COMPLY WITH ALL APPLICABLE LAWS REGARDING THE TRANSMISSION OF TECHNICAL DATA EXPORTED FROM THE UNITED STATES OR THE COUNTRY IN WHICH YOU RESIDE. NO SUCH PRODUCTS MAY BE DOWNLOADED OR OTHERWISE EXPORTED OR RE-EXPORTED (I) INTO (OR TO A NATIONAL OR RESIDENT OF) (i) ANY COUNTRY OR MUNICIPALITY OR OTHERWISE TO WHICH THE U.S. HAS EMBARGOED GOODS; OR (ii) TO ANYONE ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT'S TABLE OF DENY ORDERS. BY DOWNLOADING ANY PRODUCT OR USING ANY SERVICE AVAILABLE THROUGH COMPANY, YOU REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST. COMPANY RESERVES THE RIGHT TO LIMIT THE AVAILABILITY OF COMPANY WEBSITE(S) AND/OR ANY SERVICE OR PRODUCT DESCRIBED THEREON TO ANY PERSON, GEOGRAPHIC AREA OR JURISDICTION, AT ANY TIME AND IN OUR SOLE DISCRETION, AND TO LIMIT THE QUANTITIES OF ANY SUCH SERVICE OR PRODUCT THAT COMPANY PROVIDES ON OR THROUGH COMPANY WEBSITE(S).

11. WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISIONS OF THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS WHATSOEVER ABOUT ANY OTHER WEBSITE THAT YOU MAY ACCESS THROUGH COMPANY WEBSITE(S). WHEN YOU ACCESS ANOTHER WEBSTIE, YOU UNDERSTAND THAT IT IS ENTIRELY INDEPENDENT FROM COMPANY WEBSITE(S), AND THAT COMPANY HAS NO CONTROL OVER THE CONTENT OF SUCH WEBSITE NOR OF ITS POLICIES. IN ADDITION, A HYPERLINK TO ANOTHER WEBSITE DOES NOT MEAN THAT COMPANY ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT, USE OR POLICIES OF THE LINKED WEBSITE OR THAT THE POLICIES OF THAT WEBSITE ARE CONSISTENT WITH OUR POLICIES OR THE TERMS AND CONDITIONS OF THIS AGREEMENT. COMPANY STRONGLY ENCOURAGES YOU TO BECOME FAMILIAR WITH THE TERMS OF USE AND PRACTICES OF ANY LINKED NON-COMPANY WEBSITE(S). FURTHER, IT IS UP TO YOU TO TAKE PRECAUTIONS TO ENSURE THAT WHATEVER LINKS YOU SELECT OR SOFTWARE YOU DOWNLOAD, FROM ANY OTHER SITE WHATEVER, IS FREE OF ANY CORRUPTIBLE OR DESTRUCTIVE OR ILLEGAL MATERIAL, SUCH AS BUT NOT LIMITED TO VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS AND OTHER ITEMS OF A DESTRUCTIVE NATURE.

12. YOU WARRANT AND REPRESENT THAT ANY AND ALL MATERIAL INCLUDED, PRESENTED, OFFERED FOR SALE OR OTHERWISE, DISPLAYED, PUBLICLY PERFORMED OR OTHERWISE ON COMPANY WEBSITE(S) SHALL NOT BE USED BY YOU FOR ANY AND ALL COPYRIGHT INFRINGING ACTIVITIES, INCLUDING WITHOUT LIMITATION REPRODUCTION AND FURTHER DISTRIBUTION, NOT ALLOWED UNDER THE UNITED STATES COPYRIGHT LAW 17 U.S.C. SECTION 101 ET SEQ. OR ANY OTHER ACTIVITIES, RELATED TO INTELLECTUAL PROPERTY OR OTHERWISE, THAT INFRINGE ON COMPANY, COMPANY’S LICENSEES, COMPANY’S ARTISTS OR ANY OTHER THIRD PARTIES, AND SUCH INFRINGEMENT SHOULD IT OCCUR SHALL BE PROSECUTED WITHIN THE FULL EXTENT OF THE THEN-CURRENT LAW. YOU HEREBY INDEMNIFY AND HOLD HARMLESS COMPANY FROM ANY AND ALL LAWSUITS, CLAIMS, LOSSES AND ANY AND ALL DAMAGES THAT MAY OCCUR AS A RESULT OF YOUR BREACH OF THIS WARRANTY AND PRESENTATION.

13. YOU SHALL NOT (DIRECTLY OR INDIRECTLY): (I) DECIPHER, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DERIVE ANY SOURCE CODE OR UNDERLYING IDEAS OR ALGORITHMS OF ANY PART OF COMPANY WEBSITE, EXCEPT TO THE LIMITED EXTENT APPLICABLE LAWS SPECIFICALLY PROHIBIT SUCH RESTRICTION, (II) MODIFY, TRANSLATE, OR OTHERWISE CREATE DERIVATIVE WORKS OF ANY PART OF COMPANY WEBSITE, OR (III) COPY, RENT, LEASE, DISTRIBUTE, OR OTHERWISE TRANSFER ANY OF THE RIGHTS THAT YOU RECEIVE HEREUNDER. YOU SHALL AT ALL TIMES ABIDE BY ALL APPLICABLE LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS AND REGULATIONS.

14. YOU GRANT COMPANY A NONEXCLUSIVE, IRREVOCABLE, WORLDWIDE, PERPETUAL, UNLIMITED, ASSIGNABLE, SUBLICENSEABLE, FULLY PAID UP AND ROYALTY-FREE RIGHT TO US TO COPY, PREPARE DERIVATIVE WORKS OF, IMPROVE, DISTRIBUTE, PUBLISH, REMOVE, RETAIN, ADD, PROCESS, ANALYZE, USE AND COMMERCIALIZE, IN ANY WAY NOW KNOWN OR IN THE FUTURE DISCOVERED, ANY MATERIAL YOU PROVIDE, DIRECTLY OR INDIRECTLY TO COMPANY, INCLUDING, BUT NOT LIMITED TO, ANY USER-GENERATED CONTENT, IDEAS, CONCEPTS, TECHNIQUES OR DATA TO THE SERVICES, YOU MAY SUBMIT TO COMPANY, WITHOUT ANY FURTHER CONSENT, NOTICE AND/OR COMPENSATION TO YOU OR TO ANY THIRD PARTIES. YOU EXPLICITLY AGREE, WARRANT AND REPRESENT THAT ANY AND ALL INFORMATION AND MATERIAL THAT YOU MAY UPLOAD OR POST ONTO COMPANY WEBSITE IS ONE HUNDRED PERCENT OWNED AND/OR CONTROLLED BY YOU AND SHALL NOT INFRINGE UPON ANY OTHER PARTY’S RIGHTS. YOU HEREBY INDEMNIFY AND HOLD HARMLESS COMPANY FROM ANY AND ALL LAWSUITS, CLAIMS, LOSSES AND ANY AND ALL DAMAGES THAT MAY OCCUR AS A RESULT OF YOUR BREACH OR ALLEGED BREACH OF THIS WARRANTY AND PRESENTATION.

15. YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY AND EACH OF COMPANY’S AFFILIATE’S, SUBLICENSEE’S, SUCCESSOR’S AND DISTRIBUTOR’S EMPLOYEES, CONTRACTORS, DIRECTORS, OFFICEERS, LICENSEES, SUB-LICENSEES, SUPPLIERS, ASSIGNEES, AGENTS AND REPRESENTATIVES, FROM ANY AND ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS, THAT ARISE FROM OR RELATE TO YOUR USE OR MISUSE OF, OR ACCESS TO, COMPANY WEBSITE, CONTENT, SERVICES, GOODS OR OTHERWISE, YOUR VIOLATION OF THE TERMS OF USE, OR INFRINGEMENT BY YOU, OR ANY THIRD PARTY USING YOUR COMPANY WEBSITE ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, AND FOR BREACH OF ANY OF YOUR REPRESENTATIONS AND WARRANTIES IN THESE TERMS OF USE. FOR THE AVOIDANCE OF DOUBT, YOU HEREBY AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY FROM ANY AND ALL CLAIMS BY A THIRD PARTY OWNING, CONTROLLING OR CLAIMING ANY RIGHT IN OR TO ANY CLAIMS MADE BY SUCH THIRD PARTY AGAINST YOU IN CONNECTION WITH COMPANY WEBSITE AND/OR YOUR USE THEREOF. COMPANY RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL ASSIST AND COOPERATE WITH COMPANY IN ASSERTING ANY AVAILABLE DEFENSES AT YOUR SOLE EXPENSE.

16. IN NO EVENT SHALL COMPANY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO COMPANY WEBSITE FOR ANY LOST PROFITS, DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

17. THIS DISCLAIMER AND TERMS OF USE DOCUMENT IS AN AGREEMENT BETWEEN COMPANY AND YOU WHEN YOU USE COMPANY WEBSITE(S) IN ANY WAY AND IS ENTERED INTO IN THE UNITED STATES OF AMERICA AND IN THE COMMONWEALTH OF PENNSYLVANIA AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA AND THE COMMONWEALTH OF PENNSYLVANIA, EXCLUSIVE OF ITS CHOICE OF LAW RULES. EACH PARTY TO THIS AGREEMENT SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES OF AMERICA AND/OR THE COMMONWEALTH AND FEDERAL COURTS SITTING IN THE, AND YOU WAIVE ANY JURISDICTIONAL, VENUE, OR INCONVENIENT FORUM OBJECTIONS TO SUCH COURTS. IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT ARE HELD BY A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, SUCH PROVISIONS SHALL BE LIMITED OR ELIMINATED TO THE MINIMUM EXTENT NECESSARY SO THAT THIS AGREEMENT SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT.

18. THE TERMS OF USE ARE THE ENTIRE AGREEMENT BETWEEN YOU AND COMPANY WITH RESPECT TO THE SERVICE AND USE OF COMPANY WEBSITE, AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS COMMUNICATIONS AND PROPOSALS (WHETHER ORAL, WRITTEN OR ELECTRONIC) BETWEEN YOU AND COMPANY WITH RESPECT TO COMPANY WEBSITE. IF ANY PROVISION OF THE TERMS OF USE IS FOUND TO BE UNENFORCEABLE OR INVALID, THAT PROVISION WILL BE LIMITED OR ELIMINATED TO THE MINIMUM EXTENT NECESSARY SO THAT THE TERMS OF USE WILL OTHERWISE REMAIN IN FULL FORCE AND EFFECT AND ENFORCEABLE. THE FAILURE OF EITHER PARTY TO EXERCISE IN ANY RESPECT ANY RIGHT PROVIDED FOR HEREIN SHALL NOT BE DEEMED A WAIVER OF ANY FURTHER RIGHTS HEREUNDER.

DMCA NOTICE GUIDELINES FOR COMPANY SITES (the “Site(s)”)

Company respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website athttp://www.copyright.gov/legislation/dmca.pdf, Company will respond expeditiously to claims of copyright infringement committed using the Site(s) and/or Company services if such claims are reported to Company’s Designated Copyright Agent identified in the sample notice below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site(s) by completing the following DMCA Notice of Alleged Infringement and delivering it to Company’s Designated Copyright Agent. Upon receipt of Notice as described below, Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site(s).

1. Identify the copyrighted work that you claim has been infringed. Or, if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works for which you are claiming infringement.

2. Identify the material or link that you claim is infringing or the subject of infringing activity, if applicable, and to which access is to be disabled, including at a minimum, if applicable, identifying the URL of the link displayed on the Site(s) or the exact location where such material may be found.

3. Provide your Company affiliation, if applicable, mailing address, telephone number and email address (if available).

4. Include BOTH of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

5. Provide your full legal name and your electronic or physical signature on the Notice.

6. Deliver this Notice with all items completed to Company’s Designated Copyright Agent:

Marcy Rauer Wagman, Esq.

P.O. Box 63535

Philadelphia, PA 19147

marcy@wagmandickman.com