Fifty100.com Terms of Use Agreement

August 1, 2010

Fifty100, LLC ("Fifty" or "we") operates Fifty100.com, which is a social music distribution network that allows Members to create unique personal and artist profiles online in order to discover and communicate with old and new friends and artists. The services offered by Fifty include any Fifty-branded URL (the "Fifty Website"), the Fifty instant messaging service, "Covers" magazine in electronic and hard copy and any other Fifty publication(s), the Fifty Store and other features (for example, music and video embedded players), Fifty mobile services, and any other features, content, or applications offered from time to time by Fifty in connection with Fifty’s business (collectively, the "Fifty Services"). The Fifty Services are hosted in the United States.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Fifty Services. By using the Fifty Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Fifty Website, including through a mobile device, or otherwise use the Fifty Services without being registered) or you are a "Member" (which means that you have registered with Fifty). The term "User" refers to a Visitor or a Member. You are only authorized to use the Fifty Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the Fifty Website and discontinue use of the Fifty Services immediately. If you wish to become a Member, communicate with other Members and/or make use of the Fifty Services, you must read this Agreement and indicate your acceptance during the registration process.

This Agreement includes Fifty's policy for acceptable use of the Fifty Services and Content (as defined in Section 5.1 below) posted on or through the Fifty Services and your rights, obligations and restrictions regarding your use of the Fifty Services and Content posted on or through the Fifty Services. In order to participate in certain Fifty Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Fifty. Unless otherwise provided by the additional terms and conditions applicable to the Fifty Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: privacy@Fifty100.com, Subject: Terms of Use Agreement.

Fifty may, in its sole discretion, add, change, modify or delete portions of this Agreement from time to time and such add, change, modification or deletion shall be effective upon posting by Fifty on the Fifty Website. Your continued use of the Fifty Services after Fifty posts a revised Agreement signifies your acceptance of the revised Agreement. It is your responsibility to regularly check the Fifty Website to determine whether there have been changes to this Agreement and to review such changes.

Please choose the information you post on or through the Fifty Services and that you provide to other Users carefully. Your Fifty profile may not include any form of Prohibited Content, as outlined in Section 7 below. Despite this prohibition, you understand and acknowledge that you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language that may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement. Nevertheless, you agree to use the Fifty Services at your own risk and Fifty shall have no responsibility or liability for this material. If you become aware of misuse of the Fifty Services by any person, please click on the "Contact Fifty100" or the "Report Abuse" link at the bottom of the Fifty Website pages.

Fifty reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Fifty Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Fifty expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Fifty Services if Fifty determines, in its sole discretion, that you have violated this Agreement or pose a threat to Fifty and/or its Users.

1. Eligibility. Use of the Fifty Services and registration to be a Member for the Fifty Services ("Membership") is void where prohibited. By using the Fifty Services, you represent and warrant that (a) all registration information you submit is truthful, complete and accurate; (b) you will maintain the accuracy of such information through the entire duration of your use of the Fifty Services; (c) you are 13 years of age or older; and (d) your use of the Fifty Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18. If you are older than 13 but younger than 18, you should review this Agreement with your parents or guardian to make sure that you and your parent or guardian understand this Agreement.

2. Term and termination. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Fifty Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. In addition to Fifty’s termination rights as stated throughout this Agreement, in the event Fifty suspects that you have failed to comply with any of the provisions of this Agreement Fifty may terminate your Membership and delete any or all of your profile content at any time and without notice or liability to you. Furthermore, Fifty may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect including, without limitation, Sections 4-17. Fifty reserves the right to modify, suspend, or discontinue the Fifty Services or any part thereof at any time without notice and without liability therefore.

3. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Fifty immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

4. Use by Members. The Fifty Services are for the personal use of Members and may be used for promotional and commercial endeavors as well if directly related to the Member’s band or if such endeavor(s) are specifically endorsed or authorized by Fifty in writing. Permitted uses of the Fifty Services are specifically found on the "How to Use" page. Fifty reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Fifty Services, including collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of the Fifty Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. Fifty reserves the right to take appropriate legal action for any illegal or unauthorized use of the Fifty Services.

5. Proprietary Rights in Content on Fifty.

5.1 Fifty does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the Fifty Services. After posting your Content to the Fifty Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting") any Content on or through the Fifty Services, you hereby grant to Fifty an irrevocable, transferable license (with the right to sublicense) to use, copy, publicly perform, publicly display, reproduce and distribute such Content for any purpose solely on or through the Fifty Services, and the promotion thereof, including without limitation distributing part or all of the Fifty Website in any media formats and through any media channels, except Content marked "private" will not be distributed outside the Fifty Website. Fifty does not have the right to sell or otherwise distribute your Content outside of the Fifty Services unless it obtains written authorization from you. Fifty’s license will continue uninterrupted as long as the Content remains on the Fifty Website. After you remove your Content from the Fifty Website, Fifty will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate unless otherwise extended in a writing signed by you and Fifty. If after we have distributed your Content outside the Fifty Website you change the Content’s privacy setting to "private," we will cease distribution of such "private" Content outside the Fifty Website as soon as practicable after you make the change.

5.2 The license you grant to Fifty is non-exclusive (meaning you are free to license your Content to anyone else in addition to Fifty), fully-paid and royalty-free (meaning that Fifty is not required to pay you for the use on the Fifty Services of the Content that you post), sublicensable (so that Fifty is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Fifty Services), and worldwide (because the Internet and the Fifty Services are global in reach).

5.3 You represent and warrant that: (i) you own the Content posted by you on or through the Fifty Services or otherwise have the right to grant the license set forth in this Section 5, and (ii) the posting of your Content on or through the Fifty Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on or through the Fifty Services.

5.4 The Fifty Services contain Content of Fifty ("Fifty Content"). Fifty Content is protected by copyright, trademark, patent, trade secret and other laws, and Fifty owns and retains all rights in the Fifty Content and the Fifty Services. The Fifty Content may not be used in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated or used, in whole or in part, without the prior written consent of Fifty. Fifty hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Fifty Content (excluding any software code) for your personal use and for the promotion of the Fifty Website and Fifty Services in connection with viewing the Fifty Website and using the Fifty Services. You may not use the Fifty trademark or Fifty Content in any manner that violates any applicable law or otherwise disparages or harms Fifty. Your promotion of the Fifty Website and/or Fifty Services outside of the Fifty Website is at your sole risk and without liability to Fifty.

5.5 The Fifty Services contain Content of Users and other Fifty licensors. Except as provided within this Agreement and on the Fifty Website, you may not upload, copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Fifty Services. All use of the Fifty Website, the Fifty Content and the Content of Users other than as specifically authorized herein, without the prior written consent of Fifty, is strictly prohibited and will terminate the license granted herein.

5.6 Fifty performs technical functions necessary to offer the Fifty Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Fifty Services.

6. Content Posted.

6.1 Fifty may, but has no obligation to, reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of Fifty violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Fifty assumes no responsibility for monitoring the Fifty Services for inappropriate Content or conduct. If at any time Fifty chooses, in its sole discretion, to monitor the Fifty Services, Fifty nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

6.2 You are solely responsible for the Content that you post on or through any of the Fifty Services, and any material or information that you transmit to other Members and for your interactions with other Users. You may not post, transmit or share Content that you did not create or you did not receive permission to post.

7. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the Fifty Services. Fifty reserves the right to investigate and take appropriate legal action against anyone who, in Fifty's sole discretion, violates this provision, including without limitation, removing the offending Content from the Fifty Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Fifty:

7.1 is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

7.2 harasses or advocates harassment of another person;

7.3 exploits people in a sexual or violent manner;

7.4 contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;

7.5 solicits personal information from anyone;

7.6 publicly posts information that poses or creates a privacy or security risk to any person;

7.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

7.8 constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music or media files;

7.9 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming" (this provision does not include newsletters or fliers distributed by bands you have added to your page);

7.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

7.11 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

7.12 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

7.13 involves commercial activities and/or sales not specifically authorized under this Agreement including barter or pyramid schemes;

7.14 includes a photograph or video of another person that you have posted without that person's consent;

7.15 for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile;

7.16 violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.

The following are examples of the kind of activity that is illegal or prohibited on the Fifty Website and through your use of the Fifty Services. Fifty reserves the right to investigate and take appropriate legal action against anyone who, in Fifty's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

7.17 criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

7.18 advertising to, or solicitation of, any Member to buy or sell any products or services except as authorized herein. You may not transmit any chain letters or junk email to other Members. In order to protect our Members from such advertising or solicitation, Fifty reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Fifty deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the Fifty Services, you acknowledge that you will have caused substantial harm to Fifty, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Fifty fifty dollars (USD $50) for each such unsolicited email or other unauthorized commercial communication you send through the Fifty Services;

7.19 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Fifty Services;

7.20 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

7.21 covering or obscuring the banner advertisements on your personal profile page, or any Fifty page via HTML/CSS or any other means;

7.22 any automated use of the system, such as, but not limited to, using
scripts to add friends or send comments or messages;

7.23 interfering with, disrupting, or creating an undue burden on the Fifty Services or the networks or services connected to the Fifty Services;

7.24 impersonating or attempting to impersonate another Member, person or entity;

7.25 using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

7.26 selling or otherwise transferring your profile;

7.27 using any information obtained from the Fifty Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;

7.28 displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Fifty Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your top friends, or sending private messages with a commercial purpose; or

7.29 using the Fifty Services in a manner inconsistent with any and all applicable laws, codes and regulations.

8. Usage Rules for Fifty downloads. You shall be entitled to export, burn (if applicable) or copy (if applicable) products solely for personal, noncommercial use and display authorized tracks on the Fifty Player. Any burning (if applicable) or exporting capabilities 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 audio or video content, sound recording, underlying musical composition, or artwork embodied in any product. The delivery of products does not transfer to you any commercial or promotional use rights in the Products.

9. Protecting Copyrights and Other Intellectual Property. Fifty respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Fifty has the right to terminate the Membership of infringers.

If you believe your work has been copied and posted on or through the Fifty Services in a way that constitutes copyright infringement, please send Fifty's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Fifty Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Fifty's Copyright Agent for notification of claimed infringement can be reached as follows: Copyright Agent, Fifty100, LLC., 8665 Burton Way., Suite 302, Los Angeles, CA 90048; Facsimile: (323) 798-1750; Phone: (310) 347-7915; Attn: Copyright Agent. Fifty's Copyright Agent for notification of claimed infringement can also be reached electronically by clicking here. Fifty provides certain tools and technologies to help facilitate copyright owners’ control over their copyrighted works.

10. Refund Policy. All sales are final.

11. Fees. You acknowledge that Fifty reserves the right to charge for any portion of the Fifty Services and to change its fees (if any) from time to time in its discretion. If Fifty terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

12. Agreement to Pay. You agree to pay for all products you purchase or rent (as applicable) through the Fifty Service, and that Fifty may charge your credit card or PayPal account for any products purchased or rented (as applicable), and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING FIFTY WITH A VALID CREDIT CARD OR PAYPAL ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card, or the PayPal account, you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card or PayPal account status, you must change your credit card or PayPal account information online at the Account Info section of the Fifty Service. (There may be a temporary disruption of your access to the Fifty Service until Fifty can verify the validity of the new credit card or PayPal account information.)

Right to Change Prices and Availability of Products. Prices and availability of any products are subject to change at any time. On occasion, technical problems may delay or prevent delivery of your product. Your exclusive and sole remedy with respect to the product that is not delivered within a reasonable period will be either replacement of such product, or refund of the price paid for such Product, as determined by Fifty, in its sole discretion.

Electronic Signatures and Contracts. Your use of the Fifty Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

13. Payment Method. The Fifty Service accepts credit cards, payment through your PayPal account, Fifty100 Cards, Fifty100 Gift Certificates, Content Codes, and Allowance Account balances as forms of payment. If a credit card company, or your PayPal account, is being used for a transaction, Fifty may obtain a pre-approval from the credit card company or from PayPal (as the case may be) for an amount up to the amount of the order. Billing to your credit card or to your PayPal account occurs at the time of purchase or rental (as applicable) or shortly thereafter. If the balance from an Fifty100 Card, Fifty100 Gift Certificate or Allowance Account is used for a Fifty100 Store transaction, the amount is deducted from your account or your Fifty100 Card (as the case may be) at the time of purchase or rental (as applicable.) If the total amount of the transaction is greater than the balance available in your Fifty Card, Gift Certificate or Allowance Account, your credit card, or PayPal account, will be charged for the balance.

The Fifty Store accepts the following credit cards: Visa, MasterCard, American Express, and Discover.

PLEASE NOTE

We are unable to accept prepaid gift cards issued by credit card companies. Debit cards and check cards have daily spending limits that may prevent the processing of your order.

If a transaction has been declined online due to credit card issues, or issues with your PayPal account, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card or your PayPal account (as the case may be) for your transaction and should use another credit card.

14. Sales Tax. All transactions on the Fifty Service will include sales tax based on the bill-to address and the sales tax rate in effect at the time your transaction is completed. If the sales tax rate for the billing address changes before the purchased or rented (as applicable) digital content is downloaded, the new tax rate in effect at the time of download will apply. We will only charge tax in states where digital goods are taxable. No customers are eligible for tax exemptions for transactions made on the Fifty Service.

15. Content Availability. The Fifty Service makes reasonable efforts to provide a broad content offering. For this reason, Fifty reserves the right to change content options without notice. Fifty and its licensors reserve the right to change, suspend, remove, or disable access to any products, content, or other materials comprising a part of the Fifty Service at any time without notice. In no event will Fifty be liable for the removal of or disabling of access to any such products, content or materials under this Agreement. Fifty may also impose limits on the use of or access to certain features or portions of the Fifty Service, in any case and without notice or liability. On occasion, a product may become unavailable following a transaction but prior to download. Your sole remedy in such cases is a refund of the price paid for the unavailable product. Please contact Fifty Store Customer Service for assistance in such cases.

Fifty reserves the right to enhance products purchased or rented (as applicable) from the Fifty Service, including the Fifty Store, including products purchased but not yet downloaded. Among other things, such enhancements may result in larger file sizes (requiring, for example, longer download times and additional disk space for storage).

In the event that a technical problem occurs during the download of a song from the Fifty Store, the Fifty Website will prompt you to download the song again once the site is operable. Your sole remedy in this event is to download the song once the site is operable; no refund for the song will be given.

16. Member Disputes. You are solely responsible for your interactions with other Fifty Members. Fifty reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members.

17. Privacy. Use of the Fifty Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

18. Disclaimers. Fifty is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the Fifty Services, whether caused by Users of the Fifty Services or by any of the equipment or programming associated with or utilized in the Fifty Services and such User Content does not necessarily reflect the opinions or policies of Fifty. Profiles and third party applications created and posted by Members on the Fifty Website may contain links to other websites. Fifty is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy, appropriateness or completeness by Fifty. Inclusion of any linked website on the Fifty Services does not imply approval or endorsement of the linked website by Fifty. When you access these third party sites, you do so at your own risk, as Fifty’s terms and policies no longer govern. Fifty takes no responsibility for third party advertisements or third party applications that are posted on or through the Fifty Services, nor does it take any responsibility for the goods or services provided by its advertisers. Fifty is not responsible for the conduct, whether online or offline, of any User of the Fifty Services. Fifty assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Fifty is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Fifty Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Fifty Services. Under no circumstances shall Fifty be responsible for any loss or damage, including personal injury or death, resulting from use of the Fifty Services, attendance at a Fifty event, from any User Content posted on or through the Fifty Services, or from the conduct of any Users of the Fifty Services, whether online or offline. The Fifty Services are provided "AS-IS" and as available and Fifty expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Fifty cannot guarantee and does not promise any specific results from use of the Fifty Services.

19. Limitation on Liability. IN NO EVENT SHALL FIFTY OR ITS DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE FIFTY SERVICES, EVEN IF FIFTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FIFTY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FIFTY FOR THE FIFTY SERVICES DURING THE TERM OF MEMBERSHIP. YOU ACKNOLWEDGE THAT IF NO FEES ARE PAID TO FIFTY, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM FIFTY, REGARDLESS OF THE CAUSE OF ACTION.

20. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. You and Fifty agree to submit to the exclusive jurisdiction of the courts located within the State of California to resolve any dispute arising out of the Agreement or the Fifty Services. You agree that Fifty has the right, without liability to you, to disclose any of your registration data and/or account information to law enforcement, government officials and/or third parties as Fifty believes is reasonably necessary or appropriate to enforce and/or verify compliance with this Agreement (including but not limited to Fifty's right to cooperate with any legal process relating to your use of the Fifty Service and/or products, and/or a third party claim that your use of the Fifty Service and/or products is unlawful and/or infringes such third party's rights).

EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

21. Indemnity. You agree to indemnify and hold Fifty, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless with respect to any loss, liability, claim, suit and/or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement and/or use of the Fifty Services and/or any breach of your representations and warranties set forth in this Agreement and/or promotion of the Fifty Services beyond the Fifty Website and/or if any Content that you post on or through the Fifty Services causes Fifty to be liable to another or any action taken by Fifty as part of its investigation or a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred. This means that you cannot sue or recover from Fifty, its directors, officers, employees, affiliates, agents, contractors and licensors as a result of its decision to remove or reuse to process any information or content, to warn you, to suspend or terminate your access to the Fifty Services or to take any other action during the investigation of a suspected violation or as a result of Fifty’s conclusion that a violation of this Agreement has occurred. This waiver and indemnity provision applies to all violations described or contemplated by this Agreement.

22. Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Fifty Website or the Fifty Services ("Feedback") provided by you to Fifty are non-confidential and shall become the sole property of Fifty. Fifty shall own exclusive rights, including all intellectual property rights and shall be entitled to the unrestricted use and dissemination of this Feedback for any purposes, commercial or otherwise, without acknowledgement or compensation to you.

23. Assistance with orders - Fifty Store Customer Service. For assistance with billing questions or other order inquiries, please refer to our email support by clicking here: feedback@fifty100.com. If you cannot find the answers you are seeking in our robust knowledge base, you can contact us by emailing the following address feedback@fifty100.com, clicking on the appropriate Customer Service topic, then using the contact button or email form at the bottom of the page. Responses to emails will be provided as soon as possible.

24. Content types. Content types (including genres and sub-genres, and the like) and descriptions are provided for convenience and you acknowledge and agree that Fifty does not guarantee their accuracy.

25. Other. This Agreement is accepted upon your use of the Fifty Website or any of the Fifty Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Fifty regarding the use of the Fifty Services. The failure of Fifty to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Fifty is a trademark of Fifty100, LLC. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: info@fifty100.com with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND UNDERSTAND AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.