Acceptance of These Terms of Use   Qoof, LLC, a Delaware limited liability Company (“Qoof,” “We,” or “Us”), is providing You with access to our internet website located at www.qoof.com and its related websites (referred to as “Qoof.com” or the “Service”) free of charge unless otherwise indicated. "You" means you or, if you are entering into this Agreement on behalf of your employer or another entity, then "You" means that employer or entity and affiliates. In Qoof’s sole discretion, Qoof reserves the right to charge fees for, or discontinue any part of the Service at any time. BY USING and/or VISITING THE SERVICE, INCLUDING BUT NOT LIMITED TO THE PRODUCTS, SERVICES, CONTENT, APPLICATIONS OR OTHER FEATURES THAT MAY BE AVAILABLE FROM TIME TO TIME IN CONNECTION WITH THE SERVICE, YOU AGREE TO BE BOUND BY BOTH THIS TERMS OF USE AGREEMENT AND QOOF’S PRIVACY POLICY (available at .qoof.com/corp/privacy.pdf ) WHICH IS INCORPORATED HEREIN BY REFERENCE. THESE TERMS OF USE APPLY TO ALL USERS OF QOOF.COM, WHETHER MEMBER OR VISITOR AND WHETHER OR NOT YOU UPLOAD CONTENT TO QOOF. EACH TIME YOU USE OR ACCESS QOOF.COM YOU ARE RESPONSIBLE FOR BEING FAMILIAR WITH ANY CHANGES OR MODIFICATIONS TO THESE TERMS OF USE, WHICH MAY OCCUR FROM TIME TO TIME. In the event we modify these Terms of Use, we reserve the right, at our sole discretion and without any obligation, to provide You notice of such changes to any e-mail or postal address You have provided to Qoof.com. Our permission for you to use the Service is contingent on your acceptance of these Terms of Use.   Ownership   Other than Submissions (as hereinafter defined) You provide to Qoof.com, all content, software, scripts, images, graphics, audio, video and other materials in any form appearing on the Service (collectively “Qoof Content”) are protected by copyrights, trade or service marks, patents or other proprietary rights and are owned by or licensed to Qoof.com, subject to intellectual property rights under United States and international laws and conventions. You understand and agree that all Qoof Content is provided to You solely on an AS IS basis for Your personal use only and may not be copied, reproduced, distributed, broadcast, displayed, sold, licensed or otherwise used or exploited for any purpose and in any manner without the prior written consent of Qoof or respective owners. Qoof reserves all rights not expressly granted to You. If You download, print or display any Qoof Content for personal use, You must retain all copyright and other proprietary notices found in connection with Qoof Content.   Access to Qoof.com   You are solely responsible to arrange and to pay for any service fees if any, associated with Your ability to access Qoof.com as well as any other equipment necessary to connect to the Service. You are responsible for ensuring that that Your equipment, software and use do not disturb or interfere with our operation of the Service. In the sole discretion of Qoof, any equipment, software or otherwise usage that may cause any interference with the Service, shall result in immediate disconnection from the Service.   Eligibility, Membership and Termination   Eligibility to Use Qoof. As a condition to your use of Qoof.com as a member or a visitor You hereby affirm that (i) You are able to understand and accept these Terms of Use and abide by its terms; (ii) should You decide to register and become a member, all registration information You provide will be accurate and truthful and You agree to timely maintain this information; (iii) You are at least 13 years of age; and (iv) if You are not yet at least 18 years of age You are an emancipated minor or have consent of Your parent or legal guardian. If You are not at least 13 years of age, You cannot use Qoof.com. Please speak to Your parents or guardian about another service that may be appropriate for You. Your Account and Information. You are entirely responsible for maintaining the security and confidentiality of Your information and password. You shall immediately notify Qoof.com should Your password or any of Your information be compromised and of any such unauthorized use. Any information provided by You or gathered by Qoof.com or third parties during any use of Qoof.com shall be subject to the Qoof Privacy Policy. Termination. Should You violate or breach these Terms of Use, or if Qoof otherwise deems appropriate, Qoof reserves the right, at its sole discretion and without notice, to suspend or terminate these Terms of Use, Your membership, any and all content and information You may have provided and Your ability to access any part of Qoof.com. Even after termination of these Terms of Use, provisions 2, 4, 5, 8, 10, 11, 12, 13, 14, 15 and 16 of these Terms of Use shall remain in effect.   Your Content.   After entering into this Agreement, You may designate original content compliant with the terms of this Agreement for hosting and display to end users by uploading such content directly to Qoof. All content so designated by You and contained within or provided by You in association with such content, including but not limited to all video and still images, closed captioning, metadata and music, is referred to collectively as "Submissions." Qoof shall have no obligation whatsoever to return any materials delivered to it for uploading under this Agreement. Your Submission must describe the use of, endorse, or otherwise discuss a named product or service. You may provide Submissions to Qoof.com as text, graphics, images, audio, video, digital files, software or in other electronic format.   Your Conduct   Responsibility for Your Conduct. You alone are responsible for Your conduct on Qoof.com and for all the content You provide. Qoof.com does not endorse any Submissions that may appear on or through the Service and makes no warranties, express or implied, as to their accuracy and reliability. Qoof expressly disclaims any and all liability in connection with any and all such Submissions. Member Disputes. You are solely responsible for Your interactions with other Qoof members. Qoof reserves the right, but has no obligation, to monitor disputes between You and other members.   Use of Content   By entering into this Agreement and uploading, sending or otherwise making available Your Submissions to Qoof.com, You are directing and authorizing Qoof to, and granting Qoof a royalty-free, non-exclusive right and license to, host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, facilitate the sale or rental of copies of, analyze, and create algorithms based on the Submissions in order to (i) host the Submissions on Qoof’s servers, (ii) index the Submissions; and (iii) display, perform and distribute the Submissions, in whole or in part, in connection with Qoof products and services now existing or hereafter developed, including without limitation for syndication on third party sites. This license gives Qoof the right to display Your Submissions in whole or in part via streaming and/or downloading technologies, for no fee to the end user. Qoof may in its sole discretion display a link or links to the website You designate (subject to Qoof approval) in connection with any display of Your Submissions, and to display links to third party commercial retailer web sites where purchases of the Submissions may be available, to the extent such third party commercial retailer web site serves as a distributor of the Submissions. You expressly agree that any and all links provided by You shall function properly and effectively to allow end users to transfer immediately to the intended and indicated site(s), and that You are solely responsible for maintaining and updating as necessary any such links. Failure to do so may result in immediate termination without notice. Qoof reserves the right to display advertisements in connection with any display of Your Submissions. Notwithstanding the foregoing, Qoof is not required to host, index, or display any Submissions uploaded or otherwise provided to Qoof, and may remove or refuse to host, index or display any Submissions at Qoof’s sole discretion. Qoof is not responsible for any loss, theft, intellectual property infringement or damage of any kind to the Submissions.   Promotional License, Brand Features, Publicity.   You hereby grant Qoof a non-exclusive, world-wide, royalty-free license to use Your name and logo ("Brand Features"), in connection with Your Submissions, and to use Your Submissions in their entirety or in abbreviated form for advertising or promotional purposes, including, without limitation the right to publicly display, perform, reproduce and distribute such excerpts and Brand Features on the Internet and in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If this Agreement is terminated, Qoof may continue to use such excerpts and Brand Features in printed (versus "online") materials that are in existence as of the date of termination.   Content Submissions and Website Policies   Representations About Content You Provide. When You provide any Submissions to Qoof, You understand and accept complete responsibility for Your Submissions, including any and all consequences that may arise. As such, You represent and warrant that You: own or have secured all necessary licenses, rights, consents, permissions or other intellectual property rights regarding your Submissions and authorize Qoof to make use of these Submissions in the manner contemplated by the Service and these Terms of Use; have explicit permission, including but not limited to, a signed, written consent and/or release of every person that may appear within the Submissions for Qoof to use the Submissions, including the names and likeness of those persons, in the manner contemplated by the Service and these Terms of Use;Prohibited Content Submissions. You may not create a user name, post, upload, email or otherwise transmit to Qoof Submissions of any kind that is, or within the sole discretion of Qoof, determined to be:   - infringing upon the rights of any third party, including but not limited to copyrights, trademarks, patents, trade secret or other third party proprietary rights, including privacy and publicity rights; - promoting infringement of copyright or other third party rights, e.g. providing a list of hyperlinks to websites that contain pirated software or media files, hacking/cracking, etc.; - material that contains software viruses or any other malicious computer code, files or programs designed to interrupt, destroy or alter the functionality of any computer software or hardware or telecommunications equipment owned by another party; - material the subject of a binding confidentiality agreement restricting the dissemination of any information contained in the Submission; - patently offensive, abusive, threatening, harassing, stalking, seditious, promoting violence or hatred or bigotry against any group or individual; - libelous or defamatory or promotes information that You actually or constructively know or reasonably can be expected to know is false or illegal; - material that violates the privacy of others, including but not limited to posting the photograph or moving image, of another person without that person’s consent; - obscene, vulgar or contains profanity (whether or not such is masked, e.g. Q*of); - pornographic, sexually explicit or highly suggestive, or contains nudity; - disparaging to Qoof or any party or product, provided, however, that You may post a Submission including a comparison of products or services. - video media or files that are longer than 5 minutes in duration or audio media are longer than 10 minutes in duration; - unlawful or illegal, criminal or tortious in nature (such as child pornography, fraud, gambling); - otherwise objectionable material or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; or - otherwise inappropriate for Qoof’s audience. - Website Policies. In addition, You must agree to adhere to all of the following guidelines and requirements: - No Data Harvesting or Mining. You may not perform or cause to be performed any automated system, including but not limited to “robots”, “spiders”, “offline browsers” or any other data harvesting activity or screen scraping, nor may You cause more requests to be made of the Service than could reasonably be made by a human manually operating a web browser; - No Unsolicited Mailing or Marketing. You may not post, upload, email or otherwise transmit to or otherwise cause Qoof to email, transmit or otherwise distribute chain letters, surveys or studies, solicitations, junk mail, pyramid schemes, incentives (monetary or click-based), spimming or spamming, or bulk communications of any kind, whether or not for commercial or noncommercial purposes. -No Solicitation or Provision of Personal Information. You may not use the Service to solicit passwords or personal information from any user of the Service under the age of 18. We discourage Your inclusion of telephone numbers, street addresses, last names, or other personal information in Submissions. No Unauthorized Manipulation of the Service. You may not in any way (i) manipulate identifiers or forge headers in order to disguise the origin of any content or digital media transmitted through the Service, or (ii) obscure, cover or otherwise conceal any advertisements served by or for Qoof that may appear on Your personal member page or any page on Qoof via HTML, CSS, Javascript or any other means, or (iii) circumvent, disable or otherwise interfere with any security measures which may limit, restrict or prevent use or copying of any Submissions or enforce limitations on the use of the Service, or (iv) deceptively manipulate content, such as to improve page rank in search engines, include excessive, repetitive, or irrelevant keywords in the content or code of web pages, etc. - No Impersonation or Fictitious Profiles. You may not impersonate any other person or entity (whether actual or fictitious), otherwise create fictitious profiles or falsely represent an association with another person or entity without the explicit authorization of such person or entity. - No Sale or Transfer of Profiles. You are strictly prohibited from selling or otherwise transferring Your profile. - No Unauthorized Linking or Framing. Should You wish to link to Qoof, You agree that You: (i) will not replicate the Service’s content; (ii) will not frame or border environment around any of the Service’s content; (iii) will not misrepresent any relationship with Qoof or imply that Qoof is connected to or endorses Your products, services or other offering; (iv) will not have disparaging content or misinformation about Qoof on the linking website or source; (v) will ensure the linking website will not contain any content that is unlawful, may be reasonably considered defamatory, vulgar, pornographic, or in derogation of Qoof’s own content submissions policy; No Violation of Affiliate Contracts. In the event that You are party to a contract with a reseller, e-commerce website, or other Internet web site which makes goods or services available (an “Affiliate”), and your Submission links, refers, or otherwise directs visitors to such Affiliate web site, You agree to comply with the terms and conditions of your agreement with such Affiliate.   Despite these prohibitions, Submissions and/or websites that link to Qoof that may violate these Terms of Use may be available on the Service and Qoof assumes no responsibility or liability. If You become aware of such Submissions, please contact Qoof by clicking the “Flag as Inappropriate” button on any page on Qoof.   Violations of Copyright and Terms of Use   Provided proper notification, Qoof will remove Submissions that infringe upon the intellectual property rights of another and reserves the right to remove Submissions without prior notice. Qoof assumes no responsibility for monitoring the Service. In the event it chooses to do so at its discretion, Qoof assumes no responsibility for the Submissions or any obligation to remove any inappropriate Submissions or any responsibility for the conduct of a member submitting inappropriate Submissions. At its sole discretion, Qoof may remove any Submission and/or terminate a member’s account for violating any of these Terms of Use at any time and without notice. Qoof will terminate a member’s account who is determined to have been notified of infringing activity more than twice and/or has had a Submission removed from the Service more than twice for infringing activity. Qoof reserves the right, but not the obligation, to take any appropriate legal action for any illegal or unauthorized use of the Service or violation of the Terms of Use.   Claims of Copyright Infringement   If You believe in good faith that any material provided through the Service infringes upon Your copyright, You may send notice to Qoof requesting that the material or access to the material be removed, pursuant to the Digital Millennium Copyright Act ("DMCA"), by providing us with the following information in writing (see 17 U.S.C 512(c)(3) and http://www.loc.gov/copyright for further details). The notice must include all of the following: (i) an electronic or physical signature of the copyright owner or person authorized to act on behalf of the copyright owner; (ii) sufficient identification of the allegedly infringing material; (iii) sufficient information as to the location of the allegedly infringing material so that it may be found and identified;. (iv) the complainant’s name, address, telephone number and, if possible, Your email address; (v) a written statement by the complainant of 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 (vi) a statement by the complainant, under the penalty of perjury, that the information in the notification is accurate, and under penalty of perjury, that the complainant is the owner or is authorized to act on behalf of the owner of the copyright that is allegedly infringed. If You believe in good faith that a notice of copyright infringement has been wrongly filed against You, You may send Qoof a counter-notice. All notices with respect to Qoof should be sent to copyrights@qoof.com. Qoof suggests that You consult Your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA   Disclaimer Of Warranties.   YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. QOOF AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (HEREINAFTER “QOOF GROUP”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. QOOF GROUP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED ON OR VIA THE SERVICE AND QOOF GROUP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, OMISSIONS OR INACCURACIES OF CONTENT OR SUBMISSIONS, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION THAT MAY BE CONTAINED THEREIN, (IV) ANY DELETION OF DATA OR INTERRUPTION OR DISCONTINUENCE OF TRANSMISSION TO OR FROM OR THROUGH THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, MALICIOUS CODE OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY USER OR THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR SUBMISSIONS THAT MAY BE UPLOADED TO OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE. QOOF GROUP IS NOT RESPONSIBLE FOR ANY CONTENT OR TRANSACTIONS THAT IS CONTAINED OR MAY BE AVAILABLE OUTSIDE THE SERVICE. QOOF GROUP MAKES NO REPRESENTATIONS, WARRANTEES, GUARANTEES OR ANY ENDORSEMENTS AS TO THE QUALITY, SUITABILITY, FUNCTIONALITY OR LEGALITY OF ANY PRODUCTS, SERVICES OR OTHER OFFERINGS THAT MAY BE ADVERTISED OR MADE AVAILABLE BY A THIRD PARTY THROUGH THE SERVICE OR WHICH MAY BE LINKED TO THE SERVICE SUCH AS IN ADVERTISING OR A SUBMISSION. ACCORDINGLY, QOOF GROUP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR ANY TRANSACTION THAT MAY OCCUR BETWEEN YOU AND SUCH THIRD PARTIES AND YOU SHOULD ALWAYS USE PRUDENT JUDGMENT AND READ THE PRIVACY POLICIES ON WEBSITES OF SUCH THIRD PARTIES.   Limitation of Liability   IN NO EVENT SHALL QOOF GROUP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICE IN ANY MANNER, EVEN IF QOOF GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND, REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO QOOF GROUP FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. YOU SPECFICALLY AGREE AND UNDERSTAND THAT QOOF GROUP IS NOT LIABLE TO YOU FOR ANY SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT YOU ALONE ACCEPT SUCH RISK OF HARM. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.   Indemnification.   You agree to defend, indemnify and hold harmless Qoof, its shareholders, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access to the Service; (ii) Your violation of any term of these Terms of Use; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of Your Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and Your use of the Service.   Dispute Resolution.   Qoof may elect to resolve any controversy or claim arising out of or relating to these Terms or our sites in the United States federal courts located in the Southern District of New York. By accessing Qoof you submit to jurisdiction in such courts. All disputes arising from Your relationship with Qoof shall be governed by the law of the State of New York, regardless of conflict of law provisions that could otherwise apply.   General and Miscellaneous   You agree that the Service provided by Qoof shall be deemed solely based in State of New York, USA and that the Service shall be deemed a passive online site that does not give rise to personal jurisdiction over Qoof, either specific or general, in jurisdictions other than the State of New York. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Qoof without restriction. Should any provision of these Terms of Use be invalidated by any court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No presumptions shall be made against the drafter of this agreement. These Terms of Use, together with the Privacy Notice at http://beta.qoof.com/CORP/Privacy.aspx and any other legal notices published by Qoof on the Service, shall constitute the entire agreement between You and Qoof regarding the Service. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Qoof's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. YOU AND QOOF AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.   Please contact us at questions@qoof.comshould You have any questions regarding these Terms of Use.