WordNetworks Inc.

TERMS OF SERVICE

Welcome to WordNetworks.com (the “WebSite”). WordNetworks, Inc., its subsidiaries and affiliates (“WordNetworks,” “we,” “us” or “our”) provides the software and services on the WebSite to you subject to the following terms and conditions (“Terms of Use”). By accessing or using the WebSite, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms of Use. We reserve the right to update and change the Terms of Service at any time without notice. The current version of the Terms of Service may be reviewed at any time at: http://www.wordnetworks.com/terms

USE OF SERVICES

We offer our software and services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. For access to certain services, you will provide current and accurate identification, contact, and other information as part of the registration process and/or continued use of our services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. We shall not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure. If you are accessing and using the WebSite on someone else’s behalf, you represent that you have the authority to bind that person as a principal to all the Terms of Use provided herein, and you agree to accept liability for harm caused by any wrongful use of the WebSite resulting from such access or use. We reserve the right to refuse service, terminate accounts, or remove or edit content, for any reason, in our sole discretion without prior notice.

APPROPRIATE CONDUCT

You agree that you are responsible for establishing and maintaining you own account. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, files, attachments or other materials ("Content") are the sole responsibility of the account from which such Content originated. We reserve the right, but assume no responsibility, to monitor or review any Content on our WebSite or services. You agree that you are responsible for the conduct of all users of your account and any Content that is created, transmitted, stored, or displayed by, from, or within your account while using our services and for any consequences thereof. You agree to use our WebSite and services only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable WordNetworks’ policies or guidelines. You agree that you will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). You agree that you will not engage in any activity that interferes with or disrupts our services or servers or networks connected to our services.

NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of our services, use of our services, or access to our WebSite or services.

SUSPENSION TERMINATION

We may terminate or suspend your access to our WebSite and services at any time and for any reason without notice. Upon termination or suspension, your right to use the service will stop immediately. You may not have access to data that you stored on the service after we suspend or terminate the service. You are responsible for backing-up your data that you use with the service. If we cancel your service in its entirety without cause, we will refund to you on a pro-rata basis the amount of your payment corresponding to the portion of your service remaining right before we terminated your service.

You may terminate the service at any time by following the instructions at http://WordNetworks.com/cancel. Upon cancellation, your right to use any of our services ends. Access to data that you stored on the service will not be provided after you terminate the service.

INTELLECTUAL PROPERTY RIGHTS; PATENTS, TRADEMARKS AND COPYRIGHTS

We grant you a limited, revocable, and nonexclusive license to access and make personal use of the WebSite. You may not frame or utilize framing techniques to enclose the WebSite or any portion thereof without our prior written consent. However, you acknowledge that we owns all right, title and interest in and to our WebSite and services, including without limitation all intellectual property rights (our "Rights"), and such Rights are protected by U.S. and international intellectual property laws. Our Rights include rights to: (a) the WebSite and services developed and provided by us and all patents, trademarks, copyrights and other intellectual property associated therewith; and (b) all software associated with the WebSite and services. You agree that the limited license set forth in this section does not include the right to: (v) modify or download the WebSite or its contents (except caching or as necessary to view content); (w) make any use of the WebSite or its content other than for our intended uses; (x) copy, reproduce, alter, modify, or create derivative works from our WebSite or services or any Content placed on our WebSite or any related third party; (y) use any meta tags or any other “hidden text” utilizing our name or our Rights without our express written consent; or (z) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure. Any unauthorized use by you terminates the limited license set forth in this section without prejudice to any other remedy provided by applicable law.

INDEMNITY

You agree to hold harmless and indemnify WordNetworks, and its subsidiaries, affiliates, officers, agents, and employees, advertisers and partners, from and against any third party claim arising from or in any way related to your use of our WebSite or services, violation of this Terms of Service or any other actions connected with use of our WebSite or services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

DISCLAIMERS OF WARRANTIES

THE WEBSITE IS PRESENTED “AS IS” AND “AS AVAILABLE.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OF USE, THE WEBSITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY: (1) INTERRUPTION OF BUSINESS; (2) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEBSITE OR SERVICES; (3) DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (4) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE WEBSITE; (5) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEB SITES; OR (6) EVENTS BEYOND OUR REASONABLE CONTROL.

We attempt to be as accurate as possible when describing our products on the WebSite; HOWEVER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT WARRANT THAT THE PRODUCT DESCRIPTIONS, PRICES OR OTHER CONTENT AVAILABLE ON THE WEBSITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE.

FURTHER, WE DO NOT WARRANT THAT (I) OUR SERVICES WILL MEET YOUR REQUIREMENTS, (II) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR WEBSITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE WEBSITE OR SERVICES REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100).

TERMS OF USE

You acknowledge and agree that these Terms of Use, together with our Privacy Policy (include link), constitute the complete and exclusive agreement between us concerning your use of the WebSite, and supersede and govern all prior proposals, agreements, or other communications.

We reserve the right, in our sole discretion, to change these Terms of Use at any time by posting the changes on the Website. Any changes are effective immediately upon posting to the WebSite. Your continued use of the WebSite constitutes your agreement to all such terms and conditions. We may, with or without prior notice, terminate any of the rights granted by these Terms of Use. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the WebSite.

GENERAL INFORMATION

THESE TERMS OF SERVICE SHALL BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR OUR WEBSITE SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN CALIFORNIA, EXCEPT THAT, TO THE EXTENT YOU ARE SUSPECTED IN ANY MANNER TO HAVE VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN CALIFORNIA, AND YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN SUCH COURTS. ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED UNDER THE RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR’S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE.

The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in agreeing to these Terms of Use except as expressly set forth herein, and any conflicting or additional terms and conditions contained in any other documents or oral discussions are void. Our waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision. Customer may not assign any of its rights hereunder and any such attempt is void. WordNetworks and you are not legal partners or agents, but are independent contractors. Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise between us.