Last Updated December 15, 2006

Terms of Service

By clicking through the purchase process, you agree to contract electronically with AGCM. You also agree that this Agreement has the same legal force and effect as a written contract with your written signature and satisfies any laws that require a writing or signature, including any applicable Statute of Frauds. You further agree that you will not challenge the validity, enforceability, or admissibility of this Agreement on the grounds that it was electronically transmitted or authorized. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records. In addition, you acknowledge that you have had the opportunity to print this Agreement.

THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY.

THIS AGREEMENT INCLUDES:

Agreement to Contract Electronically
Services and Products
End User License Agreement
User Submissions
Modifications
Monitoring
Intellectual Property
Links and Advertisements
Contests
International Use
Limitation of Liability
Termination
Indemnification
Privacy Policy
Enforcement
Governing Law
Updates to Terms
Digital Millenium Copyright Notices
Miscellaneous

1. AGREEMENT TO CONTRACT ELECTRONICALLY:

2. SERVICES AND PRODUCTS:

AGCM and its parent and subsidiary companies (collectively referred to as "We", "Us" or "Our") provide Services by creating and distributing downloadable products for use on personal computers, mobile phones, and other electronic devices("Products"). We may allow you to download some of the Products for free, charge for Products, or make Products available for subscribers only, at our discretion.

3. END USER LICENSE AGREEMENT:

3.1 License Grant

Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, revocable, limited license, to download, copy and create derivative works using the Products solely for non-commercial purposes and on an electronic device under your personal full control (for example, a laptop or mobile phone).

3.2 Limitations of License

(A) The products, technology, and processes described or used on the Site are subject to intellectual property rights reserves to AGCM, Inc. or other third parties. Except for the limited license granted above, nothing contained in this Agreement confers to You any license, title, or right of ownership, implied, by estoppel or otherwise, to any of these intellectual property rights.

(B) No use of the design of the Site or the Products in included in the limited license granted above. Any use you make of the Products must include all copyright and other proprietary notices. Framing of the Site or the Products or posting the Products on other websites is strictly prohibited.

3.3 Prohibitions

You may not rent, sell, lease, sublicense, distribute, assign, copy or in any way transfer the Services or Products aside from their intended use in instant messenger applications. You may not use any portion of the Services or Products for the benefit of any third party through any outsourcing or time-sharing arrangement or through the operation of any service bureau. You may not modify, reverse-engineer, decompile, disassemble, or otherwise discover the source code of the Services or Products, or attempt to do so for any reason. Further, you may not access, create or modify our source code in any way. You do not have the right to and may not create derivative works of the Services. All modifications or enhancements to the Services remain the sole property of AGCM. You are forbidden to frame or post the Services or Products on other web sites. AGCM, in its sole discretion, may modify, discontinue or suspend your right to access or use the Services at any time.

3.4 Restrictions

You may not use the Services or Products to:

(A) perform any activity that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(B) engage in commercial activities including, but not limited to, sending spam, offering for sale any part of the Services or Products, soliciting for advertisers or sponsors or selling, licensing or granting public access to the Service;

(C) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(D) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or

(E) violate any applicable local, state, national or international laws.

Violations of these restrictions may result in You being blocked from using the Site or the Products. AGCM RESERVES THE RIGHT TO DISCLOSE RELEVANT INFORMATION ABOUT YOU TO THIRD PARTIES, INCLUDING LAW ENFORCEMENT AUTHORITIES, TO ADDRESS PAST VIOLATIONS AND PREVENT FUTURE VIOLATIONS OF THESE TERMS OF SERVICE.

4. USER SUBMISSIONS:

We may now or in the future allow you and other users to submit videos or other content ("User Submissions"). We do not guarantee confidentiality for User Submissions in any form or in any way.

You are solely responsible for your own User Submissions and the consequences of posting or publishing them. We reserve the right to determine whether a User Submission is appropriate and to remove User Submissions we determine, in our sole discretion, are not appropriate. You may not:

- submit material that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and grant us all the rights granted in this Agreement;

- publish falsehoods or misrepresentations that could damage us or any other third party;

- submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that could form the basis for a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;

- post advertisements or solicitations of business;

- impersonate another person.

You represent and warrant that:

- you own or have the necessary licenses, rights, consents, and permissions to use and to authorize us to use all patent, trademark, trade secret, copyright, or any other proprietary rights in and to any User Submissions to enable use of the User Submissions in the manner contemplated by the website, Products, and Services; and

- you have to written consent, release, or permission of each and every identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the website, Products, and Services.

You retain all ownership of your User Submissions. However, by submitting the User Submission to us, you grant us a worldwide, non-exclusive, royalty-free, sublicenseable, and transferable license to use, distribute, reproduce, prepare derivative works of, display, and perform the User Submissions in connection with the website, Products, Services, and any subsequent businesses, including promoting our Products and Services in any media format and through any media channel.

We may also use User Submissions in the course of performing testing, training or archiving of our and our affiliates' systems and hereby expressly reserve the right to do so.

We do not endorse and User Submission, or any opinion, advice, or recommendations contained in any User Submission. We expressly disclaim any liability in connection with User Submissions.

We do not permit copyright infringing activities or other infringement of intellectual property rights. We reserve the right to remove User Submissions without prior notice. We also reserve the right to terminate your account without prior notice.

5. MODIFICATIONS:

We may discontinue, add to, modify, upgrade, or replace all aspects of the Services in our sole discretion and without notice. In particular, we reserve the right to modify, supplement, delete, discontinue, or remove any Product, software, file, publications, information, communication, or other content appearing on or transmitted through the Services.

6. MONITORING:

We have no obligation to monitor the Services or any use thereof or to retain the content of any user session. We reserve the right at all times to monitor, review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request or to cooperate with law enforcement and other authorities in investigating a claim of illegal activity. We may use IP addresses to identify a user when we feel it is necessary to enforce compliance with this Agreement or to protect our Services users or others. For further information about what information we collect and how we use that information, please see our Privacy Policy.

7. INTELLECTUAL PROPERTY:

The Services include copyrights, trademarks, trade dress, service marks, logos, and other proprietary materials, including but not limited to text, information, data, artwork, video, audio, images, graphics and software (collectively, "Content"). We and our partners and third party Content providers own all right, title and interest in and to the Content. The Content, the Products and the Services are protected by all relevant local, state, federal and international intellectual property laws. Except for the license granted above, nothing contained in this Agreement confers any license, title or ownership of the Services, Products or Content to you.

8. LINKS AND ADVERTISEMENTS:

8.1 Links to Third Party Sites.

The Services may contain links to third party web sites ("Third Party Sites"). We do not, either expressly or by implication, endorse the content on these Third Party Sites. We provide those links for your convenience only. We have no control over such Third Party Sites, nor do we review the content on those Third Party Sites; therefore, we are not responsible or liable for any content, advertising, services, products, or other materials on or available from such Third Party Sites. Further, we are not responsible or liable, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such Third Party Site or resource.

8.2 Links from Third Party Sites.

Third Party Sites may provide access to this Site through links. Neither AGCM nor its affiliates makes any representations or give any warranties with respect to any information contained in or at these other sites and neither AGCM nor its affiliates shall be liable for any damages or injury arising from the content of these other sites. Neither AGCM nor its affiliates endorses the individuals, companies, or other similar entities, or any products or materials associated with such individuals, companies, or other similar entities, that provide a link to this Site.

9. CONTESTS:

From time to time, we may sponsor contests and sweepstakes on the Site. Participation in the contests is entirely voluntary. We do not condition access to any goods or services on participation in any contest. If you elect to enter any such contest, your participation will be governed exclusively by the contest rules available through the entry forms or in these Terms of Service. You agree to strictly abide by any and all contest rules. Any personally identifiable information you provide in conjunction with any contest shall become the property of AGCM and you hereby consent to receive special promotions and offers from AGCM and its advertisers, consistent with our Privacy Policy. In the event that you are awarded any prizes or other consideration, you give AGCM permission to use your name, likeness, portrait, recorded voice, and biographical information to advertise, publicize, or promote AGCM, its products and services, without any additional consideration for such rights.

10. INTERNATIONAL USE:

Accessing the Site or the Products from territories where the content is illegal is prohibited. Those who choose to access the Site or the Products are responsible for compliance with all local laws.

DISCLAIMERS:

10.1 YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER AGCM NOR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR SUPPLIERS WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT YOU MAY OBTAIN FROM USE OF THE SERVICE OR AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENT OF ANY INFORMATION, MERCHANDISE OR PRODUCTS PROVIDED THROUGH THE SERVICE.

10.2 ALL CONTENT, PRODUCTS, MERCHANDISE, CUSTOMIZATION, AND MATERIALS OBTAINED THROUGH THE SERVICE INCLUDING ALL TEXT, FILES, GRAPHICS, LINKS, ANIMATION AND JAVA SCRIPT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OTHER THAN THOSE WARRANTIES THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAW.

10.3 THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, AND ALL CAUSES OF ACTION, WHETHER BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR OTHERWISE.

10.4 WE ARE NOT RESPONSIBLE FOR ANY CONTENT DISTRIBUTED BY YOU OR TO YOU IN CONNECTION WITH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY:

11.1 IN NO EVENT WILL AGCM OR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, CONTENT PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF $100. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGCM OR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, CONTENT PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS), WHETHER IN AN ACTION IN WARRANTY, CONTRACT, OR TORT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) THE USE OR PERFORMANCE OF THE SERVICE; (b) THE DELAY OR INABILITY TO USE THE SERVICE; (c) THE PROVISION OF OR FAILURE TO PROVIDE ANY INFORMATION AND RELATED GRAPHICS CONTAINED ON OR MADE AVAILABLE THROUGH THE SERVICE; OR (d) THE FAILURE TO PROVIDE THE SERVICE.

11.2 YOU ACKNOWLEDGE AND AGREE THAT PAYMENT BY AGCM OR RETENTION BY YOU OF DIRECT DAMAGES AS LIMITED BY THE FOREGOING PARAGRAPH IS YOUR SOLE AND EXCLUSIVE REMEDY IN EXHAUSTION OF ALL OTHER REMEDIES UNDER THIS AGREEMENT, AT LAW OR IN EQUITY. IN NO EVENT WILL AGCM BE LIABLE FOR ANY DAMAGES CAUSED BY THE ACTS OR OMISSIONS OF YOU OR ANY THIRD PARTY.

11.3 SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. TERMINATION:

12.1 You may terminate this Agreement at any time for any reason whatsoever and without any obligation to specify the reasons for such termination. We are not responsible to you or any third party for any termination of your access to the Services. We may terminate your access to the Services and Products at any time, with or without refund, for any reason including, without limitation:

(A) breach of this Agreement;

(B) requests by law enforcement or a governmental agency;

(D) non-payment of fees;

(E) unexpected technical or security issues or problems;

(F) use of the Service for illegal, unlawful, or abusive purposes.

12.2 You may cancel the Service at any time by visiting the "My Account" page.

12.3 We will not provide refunds for any reason. If you terminate your account, you will continue to have access to the Services and Products for the rest of the time that you have paid for; your access to the Service will stop on your next scheduled billing date. For example, if you are a subscriber who pays on the fifth of every month and you cancel on the sixth of February, you would have access to the Services until the fifth of March, your next billing date.

13. INDEMNIFICATION

You will indemnify and defend AGCM, and its affiliates, and all officers, directors, owners, agents, Content providers, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, that the Indemnified Parties incur in connection with any claim arising out of any breach by you or any user of your account of this Agreement. You must cooperate as fully as reasonably required in defense of any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

14.PRIVACY POLICY

Our Privacy Policy is available on the front page of the Services, the Help page and at the bottom of every page.

15. ENFORCEMENT

In the event we determine, in our sole discretion, that you have violated this Agreement, we have the right to immediately terminate your account (without refund), refuse membership, or block the sending or receipt of Products, and pursue any other remedies available to us under applicable law.

16. GOVERNING LAW

We operate the Services from its offices in Cleveland, Ohio, U.S.A. The laws of the State of Ohio, excluding Ohio's conflict of laws principles, govern this Agreement, and the respective rights and obligations of the parties under the Agreement. Any dispute arising between you and us will be submitted to binding arbitration in Cleveland, Ohio in accordance with the American Arbitration Association's standard rules then in effect for arbitration of commercial disputes.

17. UPDATES TO TERMS

We have the right to revise this Agreement at any time. By using the Services, you are bound by any revisions and should, therefore, periodically visit this Agreement to determine the then-current terms to which you are bound.

18. DIGITAL MILLENIUM COPYRIGHT NOTICES

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to AGCM's Designated Agent.

THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES (for example, REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OF EMAIL ABUSE, AND PIRACY REPORTS), WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.


		Name of Agent Designated to Receive Notification Of Claimed Infringement:	AG Interactive

		Full Address of Designated Agent to Which Notification Should be Sent:	One American Road Cleveland, Ohio 44144

		Telephone Number of Designated Agent:	(800) 305-6766

		Facsimile Number of Designated Agent:	(216) 889-5971

		Email Address of Designated Agent:	dmca@ag.com

19. MISCELLANEOUS:

This Agreement represents the complete agreement between you and us concerning the Services and supersedes any prior agreements and representations. If any provision of this Agreement is held to be unenforceable for any reason, that provision will be reformed to the extent necessary to make it enforceable to the highest extent. AGCM may transfer, assign, sublicense, or pledge, in any manner whatsoever, any of its rights and obligations under this Agreement to any third party whatsoever, without notice and without the need to receive your consent. You may not transfer, assign, sublicense or pledge in any manner whatsoever, any of your rights or obligations under this Agreement.

Thank you for your cooperation.