PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING ANY MEDIAGIANT WEBSITE OR MOBILE APPLICATION (OR ANY CONTENT, PRODUCT, SERVICE, OR FEATURE AVAILABLE THROUGH THE WEBSITE OR MOBILE APPLICATION, INCLUDING THE EMBEDDED VIEWER) (COLLECTIVELY, THE "SITE"), YOU AGREE TO ABIDE BY AND BE BOUND BY THE TERMS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, AS WELL AS ANY ADDITIONAL TERMS AND RESTRICTIONS PRESENTED IN RELATION TO SPECIFIC CONTENT OR A SPECIFIC PRODUCT, SERVICE OR FEATURE (COLLECTIVELY, THE "SITE TERMS"). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SITE.

These Site Terms are not intended to alter the terms or conditions of any content license agreement you may have with MediaGIANT, its subsidiaries or affiliates, and to the extent of any conflict, the terms of your content license agreement will prevail. By using the Site, you represent and warrant that you are over the age of 18 and are lawfully able to accept these Site Terms. If you are using the Site on behalf of any entity, you further represent and warrant that you are authorized to accept these Site Terms on such entity's behalf, and that such entity agrees to indemnify MediaGIANT for violations of these Site Terms.

Privacy Policy

MediaGIANT is committed to protecting your privacy. Please refer to our Privacy policy for information on how we collect, use and disclose personal information.

Ownership of the Site and its Contents

The Site is owned by MediaGIANT. Unless otherwise indicated, all of the content featured or displayed on the Site, including, but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof ("MediaGIANT Content"), is owned by MediaGIANT. All elements of the Site, including the MediaGIANT Content, are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property.

Use of the Site

The Site and the MediaGIANT Content are intended for customers of MediaGIANT. You may not use the Site or the MediaGIANT Content for any purpose not related to your business with MediaGIANT. You are specifically prohibited from: (a) downloading, copying, scrubbing, or re-transmitting any or all of the Site or the MediaGIANT Content without, or in violation of, a written license or agreement with MediaGIANT; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying the Site or the MediaGIANT Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any MediaGIANT product or service if you are not expressly authorized by such party to do so; (e) reverse engineering, altering or modifying any part of the Site or the MediaGIANT Content; (f) circumventing, disabling or otherwise interfering with security-related features of the Site or any system resources, services or networks connected to or accessible through the Site; (g) selling, licensing, leasing, or in any way commercializing the Site or the MediaGIANT Content without specific written authorization from MediaGIANT; and (h) using the Site or the MediaGIANT Content other than for its intended purpose. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.

Copyright Infringement Policy

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, MediaGIANT has adopted a policy of terminating, in appropriate circumstances and at MediaGIANT's sole discretion, account holders who infringe the intellectual property rights of MediaGIANT or any third party.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below:

Copyright Agent

MediaGIANT Legal Department

PO Box 6572

Thousand Oaks, CA 91359

Fax: (800) 832-2321

E-mail: [email protected]

Trademarks

MediaGIANT Trademarks, the MediaGIANT logo, and any other product or service name or slogan contained in the Site are trademarks of MediaGIANT and may not be copied, imitated or used, in whole or in part, without the prior written permission of MediaGIANT or the applicable trademark holder. You may not use metatags or any other "hidden text" utilizing "MediaGIANT" or any other name, trademark or product or service name of MediaGIANT without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of MediaGIANT and may not be copied, imitated or used, in whole or in part, without our prior written permission.

Links

You may not use a MediaGIANT logo or other proprietary graphic of MediaGIANT to link to the Site without the express written permission of MediaGIANT. Further, you may not frame any MediaGIANT trademark, logo or other proprietary information, including the MediaGIANT Content, without MediaGIANT' express written consent.

MediaGIANT makes no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of MediaGIANT and MediaGIANT is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. MediaGIANT provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by MediaGIANT of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that MediaGIANT shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.

Embedded Viewer

Where enabled, you may embed MediaGIANT Content on a website, blog or social media platform using the embedded viewer (the “Embedded Viewer”). Not all MediaGIANT Content will be available for embedded use, and availability may change without notice. MediaGIANT reserves the right in its sole discretion to remove MediaGIANT Content from the Embedded Viewer. Upon request, you agree to take prompt action to stop using the Embedded Viewer and/or MediaGIANT Content. You may only use embedded MediaGIANT Content for it’s intended purpose. Embedded MediaGIANT Content may not be used: (a) in violation of any stated restriction; (b) in a defamatory, pornographic or otherwise unlawful manner; or (c) outside of the context of the Embedded Viewer.

MediaGIANT (or third parties acting on its behalf) may collect data related to use of the Embedded Viewer and embedded MediaGIANT Content, and reserves the right to place advertisements, depending on your license agreement, in the Embedded Viewer or otherwise monetize its use without any compensation to you.

Forums & Other Interactive Services or Areas

The Site may include discussion forums or other interactive areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the Site ("Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through the Site any of the following:

a. Any message, comment, data, information, text, music, sound, photos, graphics, code or other material ("User Content") that is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

b. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;

c. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party. By posting any User Content, you represent and warrant that you have the lawful right to transmit, distribute and reproduce such User Content;

d. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

e. Unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitations;

f. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

g. Viruses, corrupted data or other harmful, disruptive or destructive files; and

h. User Content that, in the sole judgment of MediaGIANT, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all capital letters, or flooding continuous posting of repetitive text), or which may expose MediaGIANT or its users to any harm or liability of any type.

Further, you agree not to delete or revise any User Content posted by any third party. MediaGIANT takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is MediaGIANT liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. As a provider of interactive services, MediaGIANT is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Although MediaGIANT has no obligation to screen, edit or monitor any of the User Content posted in any Interactive Area, MediaGIANT reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice.

You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site. You acknowledge and agree that MediaGIANT may access, use or disclose any information about you or your use of this Site, including without limitation any User Content to comply with the law or any legal process; protect and defend the rights or property of MediaGIANT; or to protect the safety of our company, employees, customers or the public. If you post User Content to the Site, unless we indicate otherwise, you grant MediaGIANT and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant MediaGIANT and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

Registration Data and Account Security

In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify MediaGIANT immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account, including but not limited to, all applicable taxes and any applicable third-party fees (including but not limited to credit card fees, foreign exchange fees and cross border fees); and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Company. 

Financial Disclosures

Forward-Looking Statements. This Site, and any documents issued by MediaGIANT and available through this Site, may contain statements which constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Those statements can be identified by the use of words such as "believe," "expect," "plan," "may," "will," "should," "anticipate" or similar statements or the negative of these words. Forward-looking statements include statements made as to future operations, costs, capital expenditures, cash flow, improvements in infrastructure, distribution and replenishment systems and operating efficiencies, sales and earnings estimates or trends and expansion plans and projections. These forward-looking statements are based on our current expectations. Known and unknown internal and external risks and uncertainties may cause the actual results to be materially different from those expressed in or implied by the forward-looking statements. MediaGIANT undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date the statements were made. 

Press Releases. The information contained within press releases issued by MediaGIANT should not be deemed accurate or current except as of the date the release was posted. MediaGIANT has no intention of updating, and specifically disclaims any duty to update, the information in the press releases. To the extent any information therein is forward-looking, it is intended to fit within the safe harbor for forward-looking statements, and is subject to material risk.

Third-Party Financial Information. MediaGIANT may provide links to third-party websites or services that contain financial or investment information about MediaGIANT. Access to such websites and the information contained therein is provided as service to those interested in the information. MediaGIANT neither regularly monitors nor has control over the content of third parties' statements or websites. Accordingly, MediaGIANT does not endorse or adopt these websites or any information contained therein, including, without limitation, analyst's reports and stock quotes. MediaGIANT makes no representations or warranties whatsoever regarding the accuracy or completeness of the content, information, or opinions of third-party websites or other third-party information that is identified on the Site. Users visit these websites and use the information contained therein at their own risk.

Indemnification

You agree to defend, indemnify and hold harmless MediaGIANT, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content that you post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Site Terms or of any representation or warranty contained herein, your unauthorized use of the MediaGIANT Content, or your violation of any rights of another. 

Disclaimer

THE SITE, INCLUDING WITHOUT LIMITATION THE EMBEDDED VIEWER AND THE MEDIAGIANT CONTENT, ARE PROVIDED "AS IS" AND MEDIAGIANT AND ITS DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. MEDIAGIANT WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR THE MEDIAGIANT CONTENT, OR THE UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT MEDIAGIANT, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SITE OR THE MEDIAGIANT CONTENT. WE MAKE NO WARRANTY THAT THE SITE OR THE MEDIAGIANT CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. MediaGIANT uses reasonable efforts to ensure the accuracy, correctness and reliability of the MediaGIANT Content, but we make no representations or warranties as to the MediaGIANT Content's accuracy, correctness or reliability.

MediaGIANT offers a search feature within the Site. MediaGIANT explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. MediaGIANT also disclaims any responsibility for the completeness or accuracy of any directory or search result.

Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.

Limitation of Liability

IN NO EVENT SHALL MEDIAGIANT, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE MEDIAGIANT CONTENT OR THE MATERIALS CONTAINED IN OR

ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM MEDIAGIANT, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO MEDIAGIANT'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MEDIAGIANT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO MEDIAGIANT FOR ACCESS TO OR USE OF THE SITE.

Applicable Law and Venue

Any dispute relating in any way to your use of the Site or the MediaGIANT Content shall be submitted to confidential arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate MediaGIANT's intellectual property rights, MediaGIANT may seek injunctive or other appropriate relief in any state or federal court in the State of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this provision shall be conducted by a single arbitrator under the rules then prevailing of the American Arbitration Provision. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to the Site Terms, whether through class arbitration proceedings or otherwise. 

Termination

Notwithstanding any of these Site Terms, MediaGIANT reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of the Site.

Miscellaneous Provisions

Any waiver of any provision of the Site Terms will be effective only if in writing and signed by MediaGIANT. If any clause in these Site Terms is found to be unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. Any rights not expressly granted herein are reserved.

Changes to Site Terms

MediaGIANT reserves the right to change any of the terms and conditions contained in the Site Terms or any policy or guideline of the Site, at any time and in its sole discretion. When we make changes, we will revise the "updated" date at the top of the Site Terms. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Site Terms whenever you visit one of our websites.

Questions and Contact Information

Please contact us if you have any questions or comments about the Site or Site Terms.

® MediaGIANT, Inc. All rights reserved. Terms and Conditions of Use.