The iN DEMAND Sites are made available by iN DEMAND L.L.C. (“iND”, “we”, “us”, “our”). Access to the iN DEMAND Sites is available to iND consumers and other users who agree to be bound by the terms of this Agreement (“Users”, “you”, “your”). Complete access to certain iN DEMAND Sites is limited to Users who choose to register and set up a membership account (“Account”). If you choose not to register on an iN DEMAND Site, you may not have access to all web pages, areas or features of the iN DEMAND Site.

This Agreement and any rules and conditions specified on screen on any iN DEMAND Site set forth the terms and conditions that apply to the use of the iN DEMAND Site(s) by User. The right to use an iN DEMAND Site is personal to User and is not transferable to any other person or entity. User is responsible for all use of User’s Account under any screen name or password by any person or entity and for ensuring that User’s Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality and security of User’s password. iND shall have the right at any time to change or discontinue an iN DEMAND Site, and any aspect or feature thereof, including, but not limited to, content, hours of availability, equipment needed for access or use and any other capability(ies) of an iN DEMAND Site.

iND may change or modify the terms and conditions applicable to User’s use of an iN DEMAND Site or any part thereof or to impose new conditions at any time. Such changes, modifications, additions or deletions shall be effective immediately upon posting herein, and any other notice of such which may be given by any means including, but not limited to, electronic mail or by posting at an iN DEMAND Site. Any use of the iN DEMAND Site by User after such change, modification, addition or deletion shall be deemed to constitute acceptance by User thereof. If a User registers for or uses additional features available as a part of an iN DEMAND Site, additional terms and conditions, rules, policies and disclaimers may apply, which are hereby incorporated into and made a part of this Agreement (“Additional Terms”). User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of an iN DEMAND Site and all charges, including telecommunications charges, related thereto.

The iN DEMAND Sites are made available by iND from its offices within the United States. iND makes no representation that the iN DEMAND Sites, including any content available through the iN DEMAND Sites, are appropriate or available for use at locations outside of the United States and access to the iN DEMAND Sites from locations where its contents are or may be deemed illegal is strictly prohibited. If a User accesses an iN DEMAND Site from a location outside of the United States, such User is solely responsible for compliance with all local laws.

For information about iND’s privacy practices, please read the iN DEMAND Websites Privacy Policy at www. indemand.com/privacy (“Privacy Policy”). The Privacy Policy is incorporated into this Agreement and explains how iND collects, uses and shares your personal information in connection with the iN DEMAND Sites. By using an iN DEMAND Site, you agree to the terms of the Privacy Policy.

iND grants to Users a limited, non-exclusive, non-transferable license to access and use the iN DEMAND Sites (including any Materials, as defined below) strictly in accordance with this Agreement and any applicable Additional Terms. iND may terminate this license at any time for any reason. Users may access and use the iN DEMAND Sites for their own personal, non-commercial use. No part of the iN DEMAND Sites may be reproduced in any form or incorporated into any information retrieval system, electronic, mechanical or otherwise. Users may not use any device, software or routine to interfere or attempt to interfere with the proper working of the iN DEMAND Sites and Users may not take any action that imposes an unreasonable or disproportionately large load on the iND network or system.

User shall use the iN DEMAND Sites for lawful purposes only. User agrees to comply with all applicable local, state, national and international laws and regulations (including but not limited to export control laws) that relate to User’s use of the iN DEMAND Sites. User shall not post or transmit through any iN DEMAND Site, any material that violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without iND’s express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that, in iND’s sole discretion, restricts or inhibits any other User from using or enjoying an iN DEMAND Site will not be permitted. Access to view certain content on any iN DEMAND Site may require a login and password, and each User shall have his or her own uniquely identifiable login and password. User agrees to keep his or her login and password confidential and not disclose the same, and further agrees to notify iND promptly if he or she has any reason to believe that any third party has unauthorized access to such information. User shall be responsible for any and all use of the iN DEMAND Sites occurring under his or her logins. iND may, but shall not be required to, monitor any abuse of the foregoing, or any fraud and may take any and all actions necessary in response to such abuse or fraud, including without limitation cancelling a User’s login and terminating User’s access to the applicable iN DEMAND Site in the event of any violation of the foregoing.

User shall not use any iN DEMAND Site to advertise or perform any commercial solicitation online, including (but not limited to) the solicitation of Users to become users of other on-line information services. The iN DEMAND Sites contain copyrighted material, trademarks and other proprietary information, including (but not limited to) text, software, photos, video, graphics, music, and sound, and the entire contents of the iN DEMAND Sites are copyrighted as a collective work under the United States copyright laws (all of the foregoing, collectively, the “Materials”). iND owns a copyright in the selection, coordination, arrangement and enhancement of the Materials, as well as in the Materials original to iND. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the Materials or other content on the iN DEMAND Sites, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or downloading of the Materials or other content is permitted without the express permission of iND and the applicable copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading or storing copyrighted material.

You agree that you will not: (i) submit viruses, forge TCP/IP packet or other header information, flood, spam or mail bomb in connection with your access to and use of any of the iN DEMAND Sites; (ii) attempt to decipher, decompile, decrypt, reverse engineer, or disassemble any of the software comprising, or any other part of, the iN DEMAND Sites (including, without limitation, any Materials); (iii) impersonate any person or entity or misrepresent your affiliation with any other person or entity (including, without limitation, anyone from or associated with iN DEMAND or a third party content provider); or (iv) frame, link to or embed any of the Materials contained in the iN DEMAND Sites other than as expressly permitted by this Agreement.

USER EXPRESSLY AGREES THAT USE OF THE IN DEMAND SITES IS AT USER’S SOLE RISK. THE IN DEMAND SITES, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS AND CONTENT,), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER IND NOR ITS AFFILIATED ENTITIES, CONTENT OWNERS, OR LICENSORS, NOR ANY OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS OR LICENSORS (COLLECTIVELY, THE “IND PARTIES”) MAKE ANY WARRANTY: (A) THAT IN DEMAND SITES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THAT DEFECTS OR ERRORS IN THE IN DEMAND SITES WILL BE CORRECTED; (C) THAT THE IN DEMAND SITES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS OR VALIDITY OF ANY INFORMATION OR MATERIALS YOU RECEIVE IN CONNECTION WITH THE IN DEMAND SITES; (E) THAT YOUR USE OF THE IN DEMAND SITES WILL MEET YOUR REQUIREMENTS; OR (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE.

USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT USERS ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE IN DEMAND SITES AND THE RESULTS AND PERFORMANCE THEREOF (INCLUDING, WITHOUT LIMITATION, THIRD PARTY APPLICATIONS AND WEBSITES, AND ANY GOODS, SERVICES OR CONTENT YOU MAY RECEIVE IN CONNECTION WITH ANY LINKED SITES OR OTHER LINKS FROM THE IN DEMAND SITE(S)).

IN NO EVENT AND UNDER NO CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL THE IND PARTIES BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING, WITHOUT LIMITATION, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES), HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY ARISING FROM OR IN CONNECTION WITH THE FOLLOWING CIRCUMSTANCES, EVEN IF AN IND PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS OR LOSSES: (A) ANY CLAIM RELATED TO THE IN DEMAND SITES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT; (B) USER’S USE OR INABILITY TO USE THE IN DEMAND SITES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT; (C) ANY MATERIALS AVAILABLE THROUGH THE IN DEMAND SITES, WHETHER PROVIDED BY USER OR ANY THIRD PARTY, OR USER’S USE OF OR RELIANCE UPON ANY SUCH MATERIALS; (D) ANY THIRD PARTY INFORMATION, SITE OR SERVICE USED IN CONNECTION WITH OR AVAILABLE THROUGH THE IN DEMAND SITES; (E) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA OR OTHER INFORMATION THAT IS SENT OR RECEIVED IN CONNECTION WITH THE IN DEMAND SITES; (F) ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR SERVICE INTERRUPTIONS; OR (G) ANY MODIFICATION, DELETION OR ADDITION TO USER SUBMITTED MATERIALS BY AN IND PARTY OR ANOTHER USER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE IND PARTIES’ CUMULATIVE LIABILITY TO USER OR ANY THIRD PARTY ARISING FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY USER FOR USE OF THE IN DEMAND SITES. IF NO AMOUNTS WERE PAID, USER’S SOLE REMEDY UNDER THIS AGREEMENT SHALL BE TO DISCONTINUE ANY USE OF THE IN DEMAND SITES.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO ALL USERS. IN SUCH JURISDICTIONS, THE IND PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

iND shall have the right, but not the obligation, to monitor or prescreen the content and User traffic of the iN DEMAND Sites to determine compliance with this Agreement, any applicable Additional Terms and any operating rules established by iND, and to satisfy any law, regulation or authorized government request.

User agrees to defend, indemnify and hold harmless the iND Parties from and against any and all losses, damages, claims and expenses, including attorneys’ fees, arising in any way out of the use of an iN DEMAND Site by User or User’s Account, a User’s placement or transmission of any message, content, information software or other materials through an iN DEMAND Site, or a User’s breach or violation of applicable law, this Agreement or any applicable Additional Terms. iND reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by a User, and in such case, User agrees to cooperate with iND in the defense of any such claim.

Either iND or User may terminate this Agreement at any time. In addition, iND may terminate any User’s access to, or terminate in general, any content, features, and/or services on any iN DEMAND Site, in whole or in part, at any time. Without limitation of the foregoing, iND may immediately terminate User’s Account and use of the iN DEMAND Sites in the event of any conduct by User which iND, in its sole and absolute discretion, considers to be unacceptable or in breach of this Agreement or any applicable law or regulation or which does or may tend to expose any iND Party to any liability. Notwithstanding any termination of this Agreement or User’s access to and use of any iN DEMAND Site, Users’ obligations with respect to Sections 5, 7 and 14 shall survive.

User shall have no rights to use any names, marks, logos, copyright titles, trademarks or service marks of any iND Party or otherwise appearing on any iN DEMAND Site except as expressly provided herein. All rights not granted herein are hereby expressly reserved.

iND is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, iND has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other user of the iN DEMAND Sites, are those of the respective author or distributor and not of iND. Neither iND nor any third-party provider of information guarantees the accuracy, completeness or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 5 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)

In many instances, the content available through the iN DEMAND Sites represents the opinions and judgments of the respective information provider. iND neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on any iN DEMAND Site by anyone other than authorized iND employee spokespersons while acting in their official capacities. Under no circumstances will iND be liable for any loss or damage caused by a User’s reliance on information obtained through any iN DEMAND Site. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the iN DEMAND Sites. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

An iND Site may, from time to time, provide links and pointers to Internet sites maintained by third parties (“Linked Sites”). iND does not operate or control in any respect any information, content, products or services on Linked Sites. iND neither endorses, nor is iND responsible for the accuracy or reliability of, any Linked Site or any opinion, advice, statement or information made or provided on or through any Linked Site.

You may be able to: (a) upload content to an iN DEMAND Site via your mobile Device, (b) receive and reply to messages, or to access or make posts using text messaging, (c) browse an iN DEMAND Site from your mobile Device and/or (d) access certain features or content you have downloaded and installed on your mobile Device. You are solely responsible for paying any service fees associated with any such access (including text messaging and data charges for each text message and any data you send and receive on your mobile Device, as applicable). You must provide all equipment and software necessary to connect to the iN DEMAND Sites, including, but not limited to, a mobile Device that is in working order and suitable for use in connection with the iN DEMAND Sites. You must ensure that your Device and/or software does not disturb or interfere with the iN DEMAND Sites, including their operations. Any Device, equipment or software causing interference will be immediately disconnected from the iN DEMAND Sites, and iND may immediately suspend or terminate a User’s further use of the iN DEMAND Sites. If any upgrade to the iN DEMAND Sites requires changes in your equipment or software, you must make these changes at your own expense. Unless explicitly stated otherwise, any additional features that augment or enhance the current iN DEMAND Sites will be subject to the terms and conditions of this Agreement.

This Agreement, the Privacy Policy and any applicable Additional Terms posted on the iN DEMAND Sites, and any operating rules established by iND constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. Each User hereby submits to the exclusive jurisdiction of the state and federal courts residing within New York, New York, and waives any jurisdictional venue or inconvenient forum objections to such courts. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the court shall endeavor to give effect to the intent reflected in that provision, and the remaining provisions shall retain their full force and effect. The provisions herein are for the benefit of iND, its affiliates, third party content providers and licensors and each of such shall have the right to assert and enforce such provisions directly on its own behalf.

If you believe that any of the materials on the iN DEMAND Sites infringe your copyright, you should notify us of your copyright infringement claim in accordance with the procedures described below. We will process claims of alleged infringement and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. Any claimed copyright infringement notifications should be sent to our designated agent:

Michael Berman, Executive Vice President, Programming and General Counsel

Email: legal@indemand.com

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
   

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
   

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
   

4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
   

5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
   

6. A statement, made under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Any sweepstakes, contests and/or games accessible on an iN DEMAND Site are governed by specific rules and/or terms and conditions (which are hereby incorporated into this Agreement by this reference). By entering such sweepstakes or contests or participating in such games, User will become subject to those rules and/or terms and conditions. iND urges all Users to read the applicable rules and/or or terms and conditions, which are linked from the particular activity. Users are not permitted to post or provide links to any sweepstakes, contests or other promotions at the iN DEMAND Sites.

If you have any questions, comments, criticisms or complaints about the iN DEMAND Sites, please feel free to email us at webmaster@indemand.com