TERMS OF SERVICE| AMEBA.NET

TERMS OF SERVICE (Facebook Applications)

(Effective Date: August 2011)

CyberAgent America, Inc. ("Company", "we", "our" or "us") maintains these Terms of Service ("TOS") that describes the terms and conditions applicable to the use of our various Facebook game applications (each, an "Application") and related products and services made available solely through the Facebook social networking service (collectively, the "Service"). Your use of the Service is subject at all times to this TOS and the CyberAgent America Privacy Policy (the "Privacy Policy"). Any inconsistencies between this TOS and the Privacy Policy shall be resolved by the Company in its sole and absolute discretion.

USE OF THE SERVICE IS VOID WHERE PROHIBITED. THE SERVICE IS INTENDED FOR USE BY PERSONS OVER THE AGE OF 13. BY USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU ARE 13 OR OLDER. IF YOU DO NOT UNDERSTAND OR AGREE TO BE BOUND BY (OR CANNOT COMPLY WITH) THIS TOS, DO NOT USE OR ACCESS THE SERVICE. YOUR CONTINUED ACCESS OR USE OF THE SERVICE SHALL BE DEEMED TO CONSTITUTE YOUR AGREEMENT TO BE LEGALLY BOUND BY THIS TOS, AS THEY MAY BE AMENDED FROM TIME TO TIME. ANY REFERENCES HEREIN TO "YOU" AND "YOUR" REFER TO YOU AS THE USER OF ANY APPLICATION.

In some instances, both this TOS and separate terms of service, rules, policies or guidelines set forth additional conditions that may apply to the Service, including, without limitation, the Facebook Terms of Service and Facebook Privacy Policy (collectively, "Additional Terms"). To the extent this TOS or the Privacy Policy conflict with any Additional Terms, the terms contained in this TOS and in the Privacy Policy shall govern unless the Company determines otherwise, in its sole and absolute discretion.

1. LICENSE AND USE

(a) Grant. Subject to your agreement and continued compliance with the terms and conditions of this TOS, the Privacy Policy and any Additional Terms, the Company hereby grants to you a limited, non-exclusive, non-transferable and revocable limited right and license to access and use the Service, and download, install and use the Application on your personal computer or mobile device, as applicable, solely for non-commercial personal entertainment use. You agree not to use the Service for any other purpose.

(b) Restrictions. The license granted to you and your use of the Service is subject to the following restrictions.

(i) You shall not, in whole or in part, (1) modify or create any derivative work of the Service, including Company Materials (defined below) or Application, or (2) copy, photocopy, reproduce, translate, disassemble, reverse engineer, decompile, or otherwise attempt to derive source code, underlying ideas, algorithms, structure, or organization of the Application;

(ii) You shall not modify or remove any copyright, patent, confidentiality, and other notices, labels or legends in any Company Materials or Application;

(iii) You shall not sell, grant a security interest in or transfer reproductions of any Company Materials or Application to other parties in any way not expressly authorized herein;

(iv) You shall not assign, rent, lease or license any Company Materials or Application to any person nor trade, gift, bequeath or otherwise transfer your Account or any Service Items to any person;

(v) You shall not exploit the Service, including any Company Materials or Application, or any of its parts for any commercial purpose (including using your Account to advertise, or solicit, or transmit advertisements to anyone);

(vi) You shall not use any third-party software to modify the Application to change game play, including, but not limited to, cheats and/or hackers;

(viii)You shall not create or maintain, under any circumstance, any unauthorized connections to the Service. All connections to the Service may only be made through methods and means expressly approved by the Company. Under no circumstances may you connect, or create tools that allow you or others to connect, to the proprietary interface or interfaces other than those expressly provided by the Company for public use;

(ix) You shall not create an Account or access the Service if you are under the age of 13;

(x) You shall monitor your Account and ensure that no minors under the age of 13 access the Service through your Account. You accept full responsibility for any unauthorized use of the Service by minors, including any purchases made by minors using your Account;

(xi) You shall not create an Account or access the Service if you have been previously removed by us or banned by us from playing the Application;

(xii) You shall not have more than one Account at any given time, per platform or SNS;

(xiii) You shall not use your Account or the Service to engage in any illegal conduct; and

(xiv) If you access the Service from an SNS you shall comply with all terms of service, policies, rules and code of conduct applicable to such SNS.

Your failure to comply with the restrictions and limitations listed above and elsewhere in this TOS shall result in immediate, automatic termination of the license granted hereunder and may subject you to civil and/or criminal liability. Only those licenses expressly set forth in this TOS are granted. No other licenses are granted under this TOS, whether by implication, estoppel, course of conduct, or otherwise. Nothing in this TOS is intended to transfer any of the right, title and interest (including all intellectual property rights) from the Company and/or its licensors to you or any third party. If you are ever inadvertently or erroneous held or deemed to be the owner of any such rights, you agree to assign and hereby irrevocably assign to the Company or its licensors, as the case may be, all such rights as of the effective date of this TOS, and agree to execute all documents to implement and confirm the letter and intent of the foregoing.

2. IP OWNERSHIP

(a) Service. The Company and/or its licensors retain exclusive right, title and interest (including all intellectual property rights) in and to all materials that are part of the Service (including past, present and future versions), including, without limitation: graphics; layout; text; images; audio and/or video; designs; advertising copy; logos; domain names; trade names and marks; and service marks; any and all copyrightable material; the "look and feel" of the Service; the compilation, assembly and arrangement of the materials of the Service; and all other materials or content made available on the Service (excluding Member Content) (collectively, the "Company Materials") and such Company Materials are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties.

(b) Trademark Notice. All words and logos in an Application marked by the ™ or ® symbols are trademarks and service marks of the Company and/or its licensor(s). All rights are reserved. All other trademarks and service marks appearing as part of the Service are the property of their respective owners. All rights are reserved. Use of any of our trademarks, service marks or names as "metatags" for any purpose other than as expressly authorized in this TOS is strictly prohibited.

(c) Application. The Company and/or its licensors retain exclusive right, title and interest (including all intellectual property rights) in and to the entire content of the Service, including, without limitation, the Application, copies thereof, and all error corrections, bug-fixes, patches, updates, derivative works, improvements, modifications thereto (whether made by the Company, its licensors, you, or otherwise), any titles, computer code, themes, objects, characters, character names, stories, dialog, catch phrases, locations, concepts, artwork, character inventories, structural or landscape designs, animations, sounds, musical compositions, audio-visual effects, storylines, character likenesses, methods of operation, moral rights, in-game currency, in-game accessories or incentive points, any related documentation, and "applets" incorporated into the Application. The rights described in the foregoing sentence are the copyrighted work of the Company and/or its licensors and are protected by the copyright laws of the United States, international copyright treaties and conventions, and/or other applicable laws. The Application may contain certain licensed materials, and the licensors of those materials may enforce their rights in the event of any violation of this TOS.

(d) In-Game Items. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ARE ONLY LICENSING THE RIGHTS TO USE YOUR ACCOUNT AND THE SERVICE, AND AS THE COMPANY EITHER OWNS, OR HAS LICENSED, ALL OF THE COMPANY MATERIALS, APPLICATION AND OTHER CONTENT WHICH APPEAR IN THE SERVICE, THE COMPANY DOES NOT RECOGNIZE ANY PROPERTY CLAIMS OUTSIDE OF THE SERVICE, OR THE PURPORTED SALE, GIFT OR TRADE IN THE "REAL WORLD" OF ANYTHING RELATED TO THE SERVICE. SPECIFICALLY, ALTHOUGH YOU MAY ACQUIRE, CREATE, DESIGN, OR MODIFY IN-GAME CURRENCY OR IN-GAME ACCESSORIES OR INCENTIVE POINTS, YOU AGREE THAT YOU WILL NOT GAIN ANY OWNERSHIP INTEREST WHATSOEVER IN ANY SUCH ITEMS. ACCORDINGLY, YOU MAY NOT SELL SUCH IN-GAME ITEMS OR ACCOUNT FOR "REAL" MONEY OR EXCHANGE IN-GAME ITEMS OF THE SERVICE, AND DOING SO MAY LEAD TO THE IMMEDIATE TERMINATION OF YOUR ACCOUNT AND/OR THE ACCOUNT OF THE MEMBER WHO HAS ACQUIRED SUCH IN-GAME ITEMS OR ACCOUNT.

IMPORTANT NOTICE: The Company does not recognize or condone any outside service that may be used for the exchange of points, assets or attributes that you may accumulate as a result of participating in the Service. This includes the exchange of any in-game virtual currency, Account, or in-game accessories or incentive points on services including eBay™ or Yahoo!™ Auctions. We do not assume any responsibility for, and won't support, such transactions.

(e) ANY PURCHASES OF IN-GAME CARDS, IN-GAME ITEMS, IN-GAME VIRTUAL CURRENCY OR ANY OTHER IN-GAME OR ACCOUNT COMPONENTS DO NOT ENTITLE YOU TO SERVICE IN THE EVENT THAT THE COMPANY CEASES TO OPERATE THE SERVICE FOR ANY REASON, IS PURCHASED, OR FILES A NOTICE OF BANKRUPTCY WITH ANY COURT.

3. ACCOUNT INFORMATION

(a) Registration. By completing the registration process for the Service, obtain a valid account on Facebook and/or have an account with the applications provider for your mobile device, you may establish a membership account ("Account"), become a registered member ("Member"), and access the Service. To create an Account, you may be asked to provide your first and last name, email address, password, gender, birthday, your state/country, payment information and/or such other information as may be requested during the registration process. You must provide truthful and accurate information during the Account registration process, and update such information promptly after it changes. If you are between the ages of 13 and 17, you represent that your legal guardian has reviewed and agreed to this TOS.

Notwithstanding anything to the contrary, Company may approve or reject your Account registration application for any reason or no reason in its sole and absolute discretion. All such decisions shall be final and under no circumstance shall Company be obligated to provide any information regarding its decision-making process.

You are solely responsible for all activity on your Account (including purchases) and for the security of your personal computer and mobile device. You may not reveal your Account password to other Members or permit others to access your Account. The Company will not ask you to reveal your password or ever initiate any contact with you by asking for your personal information. If you forget your password, we will send it to you after we confirm your identity. If you become aware of or reasonably suspect any breach of security, you must immediately notify us and modify your Account log-in information.

You must provide all equipment, software and other technologies necessary to access the Service, including, a personal computer or mobile device suitable to connect with the Service and an Internet connection. You are solely responsible for any fees and charges arising from your use of such equipment, software, technologies and Internet connectivity.

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and shall be owned solely and exclusively by the Company. No rights conferred to you in connection with the Service (including any Company Materials) may be transferred or assigned by you (by operation of law or otherwise including at the time of cancellation of your Account) to any third party without the prior written consent of the Company. We reserve the right to remove or reclaim any user ID at any time and for any reason.

(b) Fees and Purchases. In the Service, you may purchase using "real world" currency, a limited license to use virtual in-game currency (i.e., coins, cash, tokens, points, etc.), in-game accessories or other goods or services for use in the Applications (collectively, "Service Items"). You may also redeem Facebook Credits (purchased directly from Facebook) to purchase a limited license to use the Service Items.

You can order Service Items by visiting the purchase page in the Application, provide your credit card, PayPal or other billing method information or Facebook Credit payment information, and place your order. Your order will represent an offer to us to purchase the applicable Service Item(s) which will be accepted by us when (whichever comes first) we make such items available to you in your Account for use in the Application or either: (i) debit your credit card, PayPal or other payment source, or (ii) apply your Facebook Credits.

The provision of Service Items for use in an Application is a service provided by us that commences immediately upon acceptance by us of your purchase. By ordering Service Items you agree and accept that we will provide them to you immediately following completion of your purchase.

In addition to the foregoing, you hereby acknowledge and agree that you shall solely be responsible for and bear all telecommunication expenses, including, telephone charges, Internet connection charges and electricity charges, arising out of your use of the Services.

When you provide Facebook Credit payment information to the Company, you represent to the Company that you are the authorized user of such Facebook Credits that are used to pay the fees and charges applicable to the subject Account. As the Account holder, you are responsible for all fees and charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account.

When you purchase Facebook Credits from Facebook, you are agreeing to Facebook's Payment Terms and we are not a party to that transaction. Any dispute arising between you and Facebook regarding the purchase and use of Facebook Credits shall be resolved directly between you and Facebook. Under no circumstances shall Company be liable for any obligations incurred by you to Facebook in connection with the use of the Service. You agree to indemnify, defend and hold harmless the Company and its licensors, affiliates, employees, officers, directors, contractors, agents, third party suppliers, licensors and third party partners from all claims for liabilities, losses and expenses, including legal fees and costs, from Facebook arising from such dispute.

We may, from time to time, modify, amend, or supplement the Service pricing terms and payment methods, and post those changes on the Service. Such modifications, amendments or supplements shall be effective immediately upon posting on the Service. If any change is unacceptable to you, you may cancel your Account as your sole remedy.

ALL PURCHASES OF SERVICE ITEMS, INCLUDING THROUGH THE REDEMPTIONS OF FACEBOOK CREDITS MADE THROUGH THE SERVICE ARE NON-REFUNDABLE. MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT REQUIRED TO PROVIDE A REFUND TO YOU FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE ANY MONEY OR OTHER COMPENSATION FOR UNUSED SERVICE ITEMS WHEN AN ACCOUNT IS TERMINATED FOR ANY REASON.

You have the right to terminate or cancel your Account at any time. You understand and agree that unless otherwise expressly provided for in this TOS, the cancellation of your Account is your sole right and remedy with respect to any dispute, including, but not limited to, any related to, or arising out of: (i) any term of this TOS or the Company’s enforcement or application of this TOS, (ii) the Company Materials and other content available through the Service, (iii) your ability to access and/or use the Service and/or (iv) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods.

You may cancel your Account by following the instructions described in the Application. The Account cancellation shall become effective upon Company’s receipt of the authorized cancellation request. Company reserves the right to collect accrued fees and charges and costs incurred by Company (if any) before Account the cancellation becomes effective.

Without limiting any other remedies, we limit, suspend, terminate, modify or delete your Account or access to the Service (or any portion thereof) at any time if you are, or we suspect that you are, failing to comply with any of this TOS, with or without notice to you. If the Company terminates your Account, you may lose your user ID as well as any benefits, privileges, earned items, Member Content, and purchased items associated with your Account, and we are under no obligation to compensate you for any such losses or results.

Moreover, no online time or other credits will be provided to you or converted to cash or other form of reimbursement, and you will have no further access to your Account or anything within Services associated with it (including all in-game virtual currency or in-game accessories or points). Moreover, you will not have the right to transfer, sell, or assign any in-game currency, accessories or points to anyone else. Under no circumstances shall Company be responsible for storing any such Account, Member Content and other information following suspension, termination, modification or deletion of your Account or access to the Service. Moreover, you may not re-register to obtain a new Account without Company’s express permission.

We reserve the right to stop offering and/or supporting the Service or an Application or part of the Service at any time, at which time your license to use the Service or the specific Application will automatically be terminated without further action. In such event, we shall not be required to provide refunds, benefits or other compensation to you.

4. MEMBER CONTENT

The Company does not solicit submissions, creative materials, ideas or suggestions other than those the Company may specifically request. Any communications or materials you transmit to the Company by e-mail or otherwise including, without limitation, data, questions, feedback, comments, ideas, images, writings, music, sounds, audiovisual effects, artwork, design elements, graphics, suggestions, concepts, biographical information, notes or chat or message postings, will be treated as non-confidential and non-proprietary except as otherwise described in the Privacy Policy. The Service may invite you to participate in blogs, message boards, contests, sweepstakes, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to the Company and/or to or via the Service, including, without limitation, text, writings, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively, excluding Company Materials not created by you, "Member Content").

By transmitting or submitting any Member Content, you agree that your Member Content is: (a) accurate and not confidential; (b) wholly original with you and you exclusively own the rights to your Member Content, including the right to grant all of the rights and licenses in this TOS without the Company incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you; (c) free of viruses, adware, spyware, worms and other malicious code; and (d) not in violation of any applicable laws, rules and regulations, or contractual restrictions.

You hereby grant to the Company the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual fully-paid and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, delete, make derivative works from, retitle, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your Member Content to which you have contributed, for any purpose whatsoever, in any and all formats; on or through any and all media, software, formula or medium now known or hereafter known; and with any technology or devices now known or hereafter developed and to advertise, market and promote same. You further agree that the Company is free to use any ideas, information, concepts, know-how or techniques contained in any Member Content you send to the Service or the Company, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such Member Content, and without remuneration of any kind. You further perpetually and irrevocably grant the Company the unconditional right to use and exploit your name, persona and likeness included in any Member Content and in connection with any Member Content, without any obligations to you. Except as prohibited by law, you waive any rights of attribution and/or any so-called moral rights you may have in any Member Content you submit, even if such Member Content is altered or changed in a manner not agreeable to you.

The Company has no obligation to monitor, screening or enforce your intellectual property rights to your Member Content but has the right to protect and enforce its and its licensees' licensed rights to your Member Content, including, without limitation, by bringing and controlling actions in your name and on your behalf (at the Company’s cost and expense, to which you hereby consent and irrevocably appoint the Company as your attorney-in-fact, with the power of substitution and delegations, which appointment is coupled with an interest). You also agree and understand that the Company is not obligated to use Member Content and that you will not receive any additional consideration or compensation for your Member Content or for any exploitation thereof. Moreover, we may reject, refuse to post or delete any Member Content for any or no reason and limit the storage capacity of Member Content that you post on, through or in connection with the Service.

You acknowledge and agree that your communications with other users via any channel of communication on the Service are public and not private, and that you have no expectation of privacy concerning your use of the Service. You acknowledge that personal information that you communicate on the Service may be seen and used by others and result in unsolicited communications, therefore we strongly encourage you not to disclose any personal information about yourself in your public communications on the Service. You are solely responsible for these communications and their legality under all applicable laws and regulations. Company is not responsible for information that you choose to communicate to other users on the Service, or for the actions of other users. We are not responsible for any Member’s misuse or misappropriation of any content (including Member Content) or information you post in any forums, blogs and chat rooms. For information regarding Company’s use of information collected in connection with the Services, please refer to the Company's Privacy Policy.

We assume no responsibility for the conduct of any Member submitting any Member Content, and assume no responsibility for monitoring the Service for inappropriate content or conduct.

5. ONLINE CONDUCT

You agree that you will be personally responsible for your use of the Service and for all of your Member Content and online activity in connection with the Service, and that you will indemnify and hold harmless the Company, its licensors, affiliates, employees, officers, and directors from all claims for liabilities, losses and expenses, including reasonable attorneys’ fees, from third parties arising from such use, Member Content and activity. Specifically, you agree to comply with all applicable laws, rules and regulations governing the disclosure and use of third party property, including, without limitation, any and all intellectual property rights. Moreover, you agree not to engage in any of the following:

(a) Post, transmit, promote, or distribute illegal content.

(b) Harass, threaten, abuse, disparage, libel, slander, embarrass, or engage in any other disruptive behavior involving another member or Company or affiliate's employee or agent.

(c) Transmit or facilitate distribution of content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person's view, objectionable.

(d) Infringe upon the intellectual property rights of Company or any third party.

(e) Alter, delete or cancel another member’s Account, any Member profile information or Member Content.

(f) Disrupt the flow of chat in chat rooms with vulgar language, abusiveness, hitting the return key repeatedly or inputting large images so the screen goes by too fast to read, use of excessive shouting [all caps] in an attempt to disturb other members, "spamming" or flooding [posting repetitive text].

(g) Impersonate another person, indicate that you are a Company or affiliate employee or agent, or attempt to mislead members by indicating that you represent Company or any of Company’s licensors or affiliates.

(h) Attempt to get a Member I.D., password, or other Account information, or any other private information from a member or any other member of the Services. Company employees will NEVER ask for your password. Don't give your password, secret answers, or billing information out to anyone.

(i) Upload any content that you do not own or have the right to freely distribute.

(j) Engage in or promote or encourage any illegal or fraudulent activity including hacking, cracking or distribution of counterfeit software, or identity theft.

(k) Upload files or display URLs that contain a virus or corrupted data.

(l) Post messages for any purpose other than personal communication, including, without limitation, advertising, promotional materials, chain letters, pyramid schemes.

(m) Make any commercial use of the Service, including using the Service as an Internet dating service website, use at a cyber café, computer gaming center or any other location-based site without the express written consent of Company.

(n) Improperly use in game support or complaint buttons or make false reports to Company.

(o) Use or distribute "auto" software programs, "macro" software programs or other "cheat utility" software program or applications.

(p) Modify, reproduce, distribute, delete or create derivative works of the Service, Application. Company Materials or any Member Content displayed therein, or any component thereof.

(q) Attempt (or authorize, encourage or support others' attempts) to circumvent, reverse engineer, decrypt, break or otherwise alter or interfere with the Service or any component thereto.

(r) Solicit or attempt to solicit, and post or communicate any Members' personal information.

(s) Interfere with, hack into or decipher any transmissions to or from the servers running the Service.

(t) Exploit any bug in the Service or in any Company product to gain unfair advantage in a game or exploit it for commercial purposes. You agree not to communicate the existence of any such bug (either directly or through the public posting) to any other member or third party.

(u) Attempt to play any game on or through any service that is not controlled or authorized by Company. You will not participate in any online service that provides online features or game play for a game that is not authorized by Company.

(v) Do anything that interferes with the ability of other Members to enjoy playing a game and using the Service or that materially increases the expense or difficulty of Company in maintaining the Service for the enjoyment of all its Members.

(w) Sell, purchase, gift or exchange Service-related items (including Company Materials, in-game virtual currency, Facebook Credits™ or Account) for "real" money.

(x) Copy, sell, assign, lease, license or grant a security interest in the Services or any part thereof (including Company Materials, in-game virtual currency or Account).

(y) Modify or remove any copyright, patent, confidentiality, and other notices, labels or legends in the Service.

(z) Host, provide or develop matchmaking services for a game or intercept, emulate or redirect the communication protocols used by Company or its licensors in any way, including, without limitation, through protocol emulation, tunneling, packet sniffing, modifying or adding components to a game, use of a utility program or any other techniques now known or hereafter developed, for any purpose, including, but not limited to, unauthorized network play over the Internet, network play utilizing commercial or non-commercial gaming networks or as part of content aggregation networks.

(aa) Attempt to gain and maintain any unauthorized connections to an Application or the Service. All connections to a game and/or the Service may only be made through methods and means expressly approved by Company. Under no circumstances may you connect, or create tools that allow you or others to connect, to a game’s proprietary interface or interfaces other than those expressly provided by Company for public use.

(bb) Interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service or the Application in any way not expressly permitted by this TOS.

(cc) Use the Service in connection with any violation of any applicable laws, rules or regulations, or do anything that promotes the violation of any applicable laws, rules or regulations.

If you encounter another Member who is violating any of the items described in the Online Conduct list above, please report them to support@cyberagentamerica.com.

6. MODIFICATIONS

(a) Terms of Service. The Company may, from time to time, modify, amend, or supplement this TOS and post those changes on the Service. Except as otherwise stated in this TOS, such modifications or supplements shall be effective immediately upon posting on the Service. You are responsible for periodically checking the Service for changes to this TOS. If you do not agree to be bound by (or cannot comply with) the TOS as modified or supplemented, your license to use the Service shall immediately terminate and you agree that your sole remedy is to cease using the Services. Your continued use of the Services constitutes your agreement to be bound by the modified TOS. This TOS may not be otherwise amended except in writing signed by you and us.

(b) Service. The Company reserves the exclusive right and may, at any time and without notice and liability to you, modify, supplement, suspend or discontinue (collectively, "Changes") the Service (including applicable policies, codes or rules) and/or delete the Member Content that you provide, whether temporarily or permanently. Any such Change shall be effective immediately upon notice by posting on the Service or this TOS, or by any other method of notice the Company deems appropriate. Any access or use of the Service after such notice of Change, constitutes acceptance by you of such Change. Temporary interruptions in the availability of the Service may occur from time to time as normal events. You agree that neither the Company nor any of its affiliates, licensors, agents, or employees is liable to you or any third party for any revision, supplement, suspension, or discontinuation of the Service, and termination of any license. The Service may include technical inaccuracies, typographical errors or may enable you to access or download harmful or malicious code introduced onto the Internet by third parties. The Service are made available internationally and may contain references to products, programs and services of the Company /or its licensors that are not available in your location. Such references do not imply that the Company or its licensors intend to make available such products, programs or services in your location.

(c) Application. The Company and/or its licensors may deploy or provide patches, updates, error corrections, bug-fixes, and modifications to the Application that must be installed for you to continue accessing the Service. The Company and/or its licensors may update the Application remotely, including, without limitation, the Application residing on the Member’s personal computer or mobile device, without your knowledge or consent, and you hereby grant to the Company and its licensors your consent to deploy and apply such patches, updates, error corrections, bug-fixes, and modifications to the Application. Moreover, you may need to update third party software from time-to-time in order to receive the Service and to access the Application.

7. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE, APPLICATION AND THE INTERNET IS AT YOUR SOLE RISK. THE SERVICE, APPLICATION, THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE COMPANY WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.

8. LIMITATIONS OF LIABILITIES

YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY OR ITS LICENSORS IS TO STOP USING THE SERVICE, AND TO CANCEL YOUR ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE COMPANY, ITS LICENSORS OR ITS AFFILIATES BE LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE SERVICE OR USE OF THE APPLICATION. MOREOVER, IN NO CASE SHALL THE COMPANY’S OR ITS LICENSORS', AFFILIATES’, EMPLOYEES', OFFICERS', OR DIRECTORS' (COLLECTIVELY, "COMPANY AFFILIATES") LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO THE COMPANY FOR THE SERVICE. FURTHERMORE, IN NO CASE SHALL THE COMPANY, ITS LICENSORS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF PROFITS, DATA, USE, GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSS) ARISING FROM YOUR USE OF THE SERVICE, THE APPLICATION, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF OR MEMBERSHIP, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT THE COMPANY OR ANY COMPANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 COMPANY’S AND COMPANY AFFILIATES' LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. THE COMPANY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE AND 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.

9. LINKS WITH OTHER SITES AND ONLINE SERVICES

For the convenience of our members, the Service may provide certain links to websites and online services offered by third parties. The Company is not responsible for the content of any other website or online service linked to or from the Service. If you link to another website or online service, you leave the Service and you do so entirely at your own risk. Specifically, any charges or obligations you incur in your dealings with these third parties are solely your responsibility. The Company provides links from the Service to other sites solely as a convenience to you and in no way should this be interpreted as a referral or endorsement of any content, sponsor or owner of any other website. THE COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS OR OTHER TERMS EXPRESS OR IMPLIED AS TO ANY SUCH LINKED WEBSITE OR ONLINE SERVICE, INCLUDING, WITHOUT LIMITATION, AS TO ACCURACY, OWNERSHIP, VALIDITY OR LEGALITY OF ANY CONTENT OF A LINKED WEBSITE OR ONLINE SERVICE.

10. INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company and its licensors, affiliates, employees, officers, directors, contractors, agents, third party suppliers, licensors and third party partners arising from your breach of this TOS and/or in connection with your use of the Service or Application, or transmission of any Member Content. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the Company's defense of the subject claims. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. The obligations set forth herein shall survive termination of this TOS.

11. DISPUTES AND GOVERNING LAW

The Service is operated and controlled from CyberAgent America, Inc. in the State of California, U.S.A. It can be accessed from various countries of the world. The laws of the State of California, without regard to conflicts of law provisions, will apply to all matters arising out of or in connection with the Service and your connection to and use of the Service. By accessing or using the Service, you submit and consent to the exclusive jurisdiction of state and federal courts in San Francisco County, California with respect to any dispute or cause of action arising out of or in connection with this TOS and/or your use of the Service.

You are solely responsible for your interactions with other users of the Service. If you have a dispute with one or more users of the Service, you release us (and its licensors, affiliates, employees, officers, directors, contractors, agents, third party suppliers, licensors and third party partners) from claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in connection with such disputes. If you are a California resident, you waive the rights afforded to you under California Civil Code §1542.

12. INJUNCTIVE RELIEF

You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone so that the Company shall be entitled to injunctive or other equitably relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for money damages (if any).

13. VOID WHERE PROHIBITED

The information provided through the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. The Company makes no representation or warranty that any material on the Service is lawful in every jurisdiction from which such content can be accessed, or is available for use in all jurisdictions. If you access or use the Service from a jurisdiction outside the State of California you are responsible for compliance with all applicable local laws. In addition, the Application may be subject to United States export controls.

14. MISCELLANEOUS

If any provision of this TOS is held to be invalid or unenforceable, that provision will be deemed to be restated to reflect as nearly as possible the original intention in accordance with applicable law, and the remainder of the TOS will remain in full force and effect. The TOS and any documents expressly incorporated by reference herein (including the Privacy Policy) constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the TOS will be effective only if in writing and signed by the Company. The failure of party to assert any right under this TOS shall not be considered a waiver of that party's right will remain in full force and effect. In addition, the TOS, any Additional Terms and the Privacy Policy, including the Company’s enforcement of those policies, are not intended to confer, and do not confer, any rights or remedies upon any person. This TOS and all related documents are written and shall be interpreted in the English language. We may publish additional policies related to specific services such as forums, contests or loyalty programs. Your right to use such services is subject to those specific policies and these Terms of Service. We may assign or delegate this TOS and/or the Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under this TOS or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you shall be null and void.

15. COMPLAINTS, NOTICE AND CONTACT INFORMATION

The Company takes claims of infringement of intellectual property rights, defamation and violation of rights of privacy or publicity very seriously. If you believe that any of the material that is or was on our Service infringes or has infringed any rights, including copyrights or trademarks, owned by you, or by an owner for which you are authorized to act, please contact us at support@cyberagentamerica.com.

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If you have any questions, inquiries, requests, complaints, or comments regarding this Terms of Service, or have other questions or suggestions about our Service, please contact us via e-mail at support@cyberagentamerica.com.