TERMS

MEDIAPASS TERMS OF USE (Effective Date: These Terms of Use are effective as of March 26, 2010.)
l .
GENERAL

These Terms of Use (also referred to hereafter as the "Agreement"), and our Privacy Policy, as each is amended from time to time, as well as all any other rules and restrictions set forth on this web site, apply to you when you view, access or otherwise use the web site located at www.mediapass.com (the "Website") and our online services provided there through. The Website is owned by MediaPass, LLC ("MediaPass"), with offices at 161 Ashdale Place, Los Angeles, CA 90049, and for the purposes of these Terms of Use, the terms "we," "us," "our," and "MediaPass," refer to MediaPass, LLC. "You" refers to you, as a user of this Website. By accessing or using the Website, you are acknowledging that you are either 18 years of age or have the consent of a legal parent or guardian, and that you have read, understand, and agree without limitation or qualification to be bound by these Terms of Use. If you do not agree with these Terms of Use, you do not have the right to access or otherwise use the Website and, accordingly, you should not do so.

Although we may attempt to notify you if any major changes are made to these Terms of Use, you agree that each visit to the Website shall be subject to the then-current Terms of Use available on the Website. Accordingly, you should check these Terms of Use periodically for changes prior to using the Website. The Website is intended for and directed to residents of the United States and all information, advertising and claims contained on the Website are valid in and applicable only to the United States. Furthermore, this Website is not intended for children under the age of 13 years of age. If you are under 13 years of age, then please do not use the Website.

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PRIVACY POLICY AND ADDITIONAL SOFTWARE TERMS
(a)
Our Privacy Policy. 
(b)
Third Party Software Terms. 
lll .
USE OF THE WEBSITE AND WEBSITE CONTENT
(a)
Your Right to Use the Website. 
(b)
Your Rights to Digital Content. 

MediaPass reserves the right not to post or publish any Digital Content, or to delete, remove or make unavailable any Digital Content on the Website at any time in its sole discretion without notice or liability. It is your responsibility to store and maintain any Digital Content which you have purchased, and MediaPass has no liability for any loss, damage or destruction of any Digital Content after it is initially made available to you for download, including in the event that your MediaPass User Account is suspended or terminated for any reason.

(c)
Limitation on Use of Website Content and Digital Content. 

-your use of the Website and the Website is conditioned upon your prior acceptance of this Agreement;
-you agree not to distribute in any medium any part of the Website (including any Digital Content purchased by you without our prior written consent;
-you agree not to alter or modify any portion of the Website (including any Digital Content purchased by you;
-you agree not to copy, reproduce, distribute, display portions of, or link to this Website or any Website
-Content contained hereon for commercial purposes without our prior express written consent (including,but not limited to, the sale of advertising on the Website, or the use of the Website to generate advertising or subscription revenue) or the consent of the relevant Content Provider, as applicable;
-any copying or exporting capabilities in connection with any Digital Content are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any Digital Content;
-you agree to use the Website and the Website Content (including any Digital Content purchased by you)only for lawful, personal and informational purposes; and

MediaPass reserves the right to suspend or discontinue access to all or any portion of the Website at any time.

Except as otherwise permitted herein, you may not reproduce, distribute, modify, copy, publish, display, transmit, adapt, upload, create derivative works of, post or in any way exploit the Website or the Website Content in any manner or for any purpose.

(d)
Ownership and Copyright Protection. 

In downloading any materials from the Website in accordance with the limited rights granted under this Agreement, you agree to maintain and abide by all copyright, trademark and other notices contained in such Website Content, or if none, you abide by the following copyright and trademark notice with respect to such downloaded materials:

©2010 MediaPass, LLC. The MediaPass logo and all associated trademarks and logos used herein are trademarks of MediaPass, LLC. Other company and product names used herein are properties of their respective owners. All rights reserved.

(e)
Trademarks. 
(f)
Accuracy of Information. 
(g)
Links to Other Websites and/or Materials. 
lV .
WEBSITE ACCOUNTS
(a)
Creating Your MediaPass User Account. 
(b)
Accessing, Editing and Protecting Your MediaPass User Account. 
(c)
Termination of Your MediaPass User Account. 
V .
FEES AND PAYMENTS
(a)
Fees and Payments. 

We currently accept Visa, Mastercard, American Express, Discover, Diners and Paypal. We are unable to accept credit cards issued by banks outside of the United States. Unless we state in writing otherwise, all fees and charges are nonrefundable. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. All transactions conducted via the Website will include all sales tax based on the bill-to address and the sales tax rate in effect at the time your transaction is completed. We will only charge tax in states where digital goods are taxable.

If you want to use a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed Digital Content using your MediaPass User Account without your authorization, you must notify us immediately using our contact information provided on the Website.

(b)
Subscriptions. 

he billing period ends at the end of each subscription term. If MediaPass does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon demand by MediaPass. Your card issuer agreement governs your use of your designated card in connection with the purchase of Digital Content, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT MEDIAPASS, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY THAT WERE NOT AUTHORIZED BY YOU.

You may terminate your subscription to Digital Content at any time. When you terminate a subscription to any type of Digital Content, such subscription will not be automatically renewed and your access to the applicable Digital Content will be terminated on the expiration date. If you terminate your subscription and you have paid in advance for the receipt of Digital Content, subject to the terms of this Agreement and your compliance therewith, you will continue to have access to such Digital Content through the expiration date of your subscription, but you will not be entitled to any refund of fees paid in advance for your subscription.

(c)
Delivery of Products; Refunds. 
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DISCLAIMERS AND LIMITATION OF LIABILITY
(a)
Disclaimers of Liability; No Warranty. 

USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, OTHER COMMUNICATIONS, CONTENT (INCLUDING, WITHOUT LIMITATION, DIGITAL CONTENT) OR SERVICES ACCESSED THROUGH OR OBTAINED BY MEANS OF THE WEBSITE.

MEDIAPASS IS SOLELY ACTING AS A RESELLER OF DIGITAL CONTENT, AND AS SUCH, DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY DIGITAL CONTENT. YOUR SOLE REMEDY WITH RESPECT TO ANY DIGITAL CONTENT PURCHASED FROM MEDIAPASS THROUGH THE WEBSITE IS WITH THE APPLICABLE CONTENT PROVIDER OF SUCH DIGITAL CONTENT.

FURTHERMORE, MEDIAPASS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY LINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MEDIAPASS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

(b)
Limitation of Liability. 

YOU SPECIFICALLY ACKNOWLEDGE THAT MEDIAPASS SHALL NOT BE LIABLE FOR ANY DIGITAL CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

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 ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, MEDIAPASS' LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING MEDIAPASS' LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

(c)
Indemnification. 
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GOVERNING LAW; DISPUTE RESOLUTION

In order to expedite and control the cost of disputes, you and MediaPass agree that any legal or equitable claim relating to these Terms of Use (referred to as "Claim") will be resolved as follows:

(a)
Informal Resolution. 
(b)
Formal Resolution. 
(c)
Governing Law and Jurisdictional Issues. 
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PROHIBITED ACTIONS

You agree that you will not: (i) take any actions with respect to your use of the Website that are unlawful, false, misleading, harmful, threatening, embarrassing, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another's privacy, hateful, or contains explicit or graphic descriptions or accounts of sexual or violent acts; (ii) transmit any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of any impermissible classification; (iii) transmit any content that infringes any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; (iv) transmit any content that you do not have a right to transmit under any law or under any contractual or fiduciary relationship; (v) transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website; (vi) interfere with or disrupt the Website or servers or networks linked to the Website, or disobey any requirements, procedures, policies, or regulations of networks linked to the Website; (vii) violate any applicable local, state, national, or international law; (viii) transmit any content, or take any other actions with respect to your use of the Website, that would constitute, or would otherwise encourage, criminal conduct or conduct that could give rise to civil liability; (ix) use the Website for commercial purposes without our prior written consent; or (x) solicit other guests of the Website to become members of any commercial on-line service or other group or organization without first obtaining our express written consent.

lX .
CLAIMS OF INFRINGEMENT
(a)
Termination of Repeat Infringer Accounts. 
(b)
DMCA Take-Down Notices. 

The date of your notification;
-A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
-A description 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;
-A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
-Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
-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
-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.

Our designated copyright agent for receipt of notifications of claimed infringement is Matt Mitchell, General Manager, 161 Ashdale Place, Los Angeles, CA 90049, telephone: 650-245-3649, e-mail address: mitchellmatt@gmail.com. Only DMCA notifications in accordance with this Section should be submitted to our copyright agent. If you require customer assistance or need to contact MediaPass for any other purpose, please contact us using the information specified in Section IX(c) below.

(c)
Counter-Notices. 

-Your physical or electronic signature;
-A description of the content that has been removed and the location at which the content appeared before it was removed;
-A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
-Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in the State of California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, MediaPass may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in MediaPass' discretion) be reinstated on the Website in 10 to 14 business days or more after receipt of the counter-notice.

X .
MISCELLANEOUS
(a)
Suggestions and Feedback. 
(b)
Interpretation, Assignment and Entire Agreement. 
(c)
Consumer Rights Notice. 
(d)
Contact Us. 

However, please note that communications made through the Website's e-mail and messaging system shall in no way be deemed to constitute legal notice to MediaPass or any of its officers, employees, agents or representatives, such as where notice to MediaPass is required by contract, or any federal, state or local laws, rules or regulations. You may provide notice to MediaPass at:

MediaMogul, LLC,

161 Ashdale Place

Los Angeles, CA 90049