1. Acceptance of Terms

The Site and the Service are offered subject to acceptance without modification of all of the Terms of Use contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by the Company. In addition, some services offered through the Site or the Service may be subject to additional terms and conditions promulgated by the Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. The Service is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, you are (i) at least 18 years old or (ii) if you are between the ages of 13 and 18, you have parental permission to enter into this Agreement and to use the Service; that all registration information you submit is accurate and truthful; and that your use of the Service does not violate any applicable law or regulation. The Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

2. Modification of Terms of Use

The Company reserves the right, in its sole and absolute discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Site or the Service (including without limitation, the availability of any feature, Vwall, database, or content) at any time by posting a notice on the Site or by sending you an email. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Site or the Service without notice or liability. Notwithstanding the foregoing, to the extent you have chosen to pay for and receive any of the Paid Services (as such term is defined in Section 6), you may be entitled to a Refund (as such term is defined in Section 8) if the Company modifies or cancels any of such Paid Services. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Site or the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

3. Privacy

The Company’s current privacy policy is located at http://www.vwalls.com/privacy (the “Privacy Policy”) and is incorporated into these Terms of Use. For inquiries in regard to the Privacy Policy, or to report a privacy-related problem, please contact privacy@vwalls.com.

4. Rules and Conduct

As a condition of your use of the Site and the Service, you promise not to use the Site or the Service for any purpose that is prohibited by the Terms of Use. The Site and the Service are provided only for your own personal, non-commercial use (unless you receive the Company’s prior written consent pursuant to this Agreement). You are responsible for all of your activity in connection with the Site and the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (i) take any action or (ii) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Site or the Service, that:

(i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;

(ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;

(iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);

(iv) involves commercial activities and/or sales without the Company’s prior written consent (which consent may be given in conjunction with the Company’s offering of a particular feature or Paid Service (as such term is defined in Section 6), and your agreement to pay for such feature or Paid Service), such as contests, sweepstakes, barter, advertising, or pyramid schemes;

(v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of the Company or any third party; or

(vi) impersonates any person or entity, including any employee or representative of the Company.

Additionally, you shall not:

(i) interfere or attempt to interfere with the proper working of the Site or the Service or any activities conducted on the Site or the Service; (ii) bypass any measures the Company may use to prevent or restrict access to the Site or the Service (or other accounts, computer systems or networks connected to the Site or the Service); (iii) run Maillist, Listserv, any form of auto-responder or spam on the Site or the Service; or (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

5. Registration

As a condition to using certain aspects of the Site or the Service, you will be required to register with the Company and select a password and screen name (the “User ID”). You shall provide the Company with accurate, complete, and updated registration information and failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Company account. You shall not

(i) select or use as a User ID a name of another person with the intent to impersonate that person;

(ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization; or

(iii) use as a User ID a name that is otherwise offensive, vulgar or obscene.

The Company reserves the right to refuse registration of, or cancel a User ID in its sole and absolute discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall never use another user’s account without such other user’s express permission. You will immediately notify the Company via email of any unauthorized use of your account, or other account related security breach of which you are aware by sending an email to security@vwalls.com.

6. Fees and Payment for Services

Types of Services. Certain features of the Service may be provided by the Company free of charge (the “Free Services”). The Company may also require (i) a monthly subscription fee for certain features of Service (the “Subscription Services”) or (ii) a monthly fee for certain premium features of the Service (either as part of the Free Services or the Subscription Services) (the “Premium Services” together with the Subscription Services, the “Paid Services”).

Billing. Should you elect to receive any of the Paid Services, you shall pay all applicable fees, as described on the Site in connection therewith. The Company reserves the right to change the pricing of the Paid Services and to institute new charges at any time for the Paid Services, upon thirty (30) days prior notice to you, which may be sent by email or posted on the Site. Use of the Paid Services by you following such notification constitutes your acceptance of any new or increased charges. By choosing to receive the Paid Services and completing your purchase on the Site, you are authorizing the Company, or any third party payment gateway service provider that the Company may choose from time to time, to immediately bill your credit card or debit card for the first monthly fee and to bill your credit card or debit card thereafter in approximately 30 day intervals, in advance, or as otherwise provided on the Site.

If for any reason any of our charges for the Paid Services are rejected or refused by your credit card or debit issuer, the Company will have the right, in its sole and absolute discretion to immediately terminate this Agreement without notice to you. However, the Company may, in its sole and absolute discretion, alert you of such nonpayment via email or on your My Account Page of the Site. If such unpaid status continues for a period of two (2) days after such notice by the Company, the Company may terminate your account and your use of the related Paid Services. At that point, all of your programming, settings and content in connection with the Paid Services will remain on the Company’s database for approximately ninety (90) days, after which time any hosted content (i.e. graphics, soundtrack files, etc.) will be deleted. In the event you desire to re-instate your account and resume your Paid Services after such ninety (90) day time period, you will be responsible for a re-launch fee of $100.00, in addition to any other fees the Company may charge from to time. However, for the avoidance of doubt, in the event such a reinstatement is requested and paid for by you later than ninety (90) days following termination or expiration, the Company will not be responsible for reinstating any hosted content associated with your account.

It is your sole responsibility to ensure that payment is made and to keep your billing information current, which can be accomplished in the My Account page of the Site. Also, if you cancel or wish to change the credit card or debit card for our billing purposes, you can do so at the My Account page of the Site. You have complete control over your subscription for the Paid Services and may cancel or modify such Paid Services by following the instructions on the Site.

7. Fulfillment

In connection with the Services, you will receive an embed code as soon as you (i) create a verified payment account, if applicable, and (ii) approve the addition of the Services you have requested.

8. Term, Termination and Refunds

Term. For the Paid Services only, the initial term shall commence upon completing your purchase on the Site and shall continue for thirty (30) days thereafter (the “Initial Term”). This Agreement shall automatically continue for thirty (30) day terms thereafter (each, a “Renewal Term”), unless otherwise terminated in accordance with the Agreement.

Free Services. The Company may terminate your access to all or any part of the Site or the Free Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.

Paid Services. In the case of any Paid Services for which you have subscribed, the Company shall provide you with 30 days prior written notice in the event of any modification or termination by the Company of any such Paid Services. If you do not agree to such modification of the Paid Services, then you may terminate such Paid Services starting at your next billing. If you wish to terminate your Paid Services, you may do so by following the instructions on the Site.

Refunds. If you cancel any or all of your Paid Services within the first ten (10) days of the Initial Term or any Renewal Term, then the Company will provide you with a prorated refund for the remainder of the Initial Term or such Renewal Term, as applicable (a “Refund”). If you cancel any or all of your Paid Services after the first ten (10) days of the Initial Term or any Renewal Term, then you will not receive any Refund of any fees paid in connection with the cancelled Paid Services. Notwithstanding anything to the contrary in this paragraph, the Company may immediately terminate any or all of your Paid Services without notice to you, upon a breach by you of this Agreement, in which case you will not be entitled to any Refund whatsoever.

Survival. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9. Third Party Sites

As part of the Service and in connection with your Vwall(s), you may be able to link to other websites or resources on the Internet, and the Site may contain links to third party websites that are not owned or controlled by the Company. When you access third party websites or link to third party websites through your Vwall(s), you do so at your own risk. These other websites are not under the Company’s control, and you acknowledge that the Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by the Company or any association with its operators. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

10. The Company and Site Content

The content on the Site and the Service, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (the “Content”) and the trademarks, service marks and logos contained therein (the “Marks”), are owned by, legally obtained by, or licensed to the Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Site and the Service is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the Company or the respective owners. The Company reserves all rights not expressly granted in and to the Site, the Service and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Site or the Service for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or the Service, or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site, the Service or the Content therein.

You may not modify, reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Service, or copy or reproduce the Service in any way in whole or in part or create any derivative work based on the Service. The Service is copyrighted and any unauthorized use of it is prohibited. If you breach any of these terms, this Agreement will automatically terminate without notice to you and your ability to use the Site or the Service will immediately terminate.

To the extent applicable, you must retain all patent, copyright notices and other proprietary legends in or on the Site or the Service and you may not remove from the Site or the Service, or alter, any of the Company’s trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Site or the Service.

11. User Submissions

The Site or the Service may now or in the future permit the submission of text, data, information, text, music, sound, photos, graphics, or other content by you and other third parties (collectively, the “User Submissions”) and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, the Company does not guarantee any confidentiality with respect to any such User Submissions.

You shall be solely responsible for the consequences of posting, publishing or distributing (i) your own User Submissions and (ii) any User Submissions that may be posted on your Vwall(s) by third parties.

In connection with your User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize the Company to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Site, the Service and these Terms of Use; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Site, the Service and these Terms of Use.

By submitting the User Submissions to the Site or the Service, you hereby grant the Company a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions, including any ideas or suggestions you make, with or without attribution to you, in connection with the Site, the Service, and any other businesses owned, controlled and/or licensed by the Company.

As part of the Service, your Vwall(s) may be embedded in third party websites owned or controlled by a viewer of your Vwall(s). To the extent any of your Vwall(s) are embedded in such a manner, you hereby acknowledge and agree that you will remain responsible for the consequences of the posting, publishing or distributing of the User Submissions posted on your Vwall(s) on such third party website.

The Company does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with the User Submissions. The Company does not permit copyright infringing activities and infringement of intellectual property rights on the Site or the Service, and the Company will remove all User Submissions if properly notified that such Content or User Submission infringes on another’s intellectual property rights. The Company reserves the right to remove User Submissions without prior notice. The Company will also terminate a user’s access to the Service, if they are determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had any User Submission removed from the Site or the Service more than twice. The Company also reserves the right to decide whether a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. The Company may remove such User Submissions and/or terminate a user’s access for uploading such material, or for allowing such material to be uploaded to their Vwall(s), in violation of these Terms of Use at any time, without prior notice and at its sole discretion.

12. Copyright Complaint Policy-Infringement Notification

If you are a copyright owner or an agent thereof and believe that any User Submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (the “DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

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

(ii) 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;

(iii) 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;

(iv) Information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, and, if available, an electronic mail;

(v) A statement that you have 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 that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Company’s designated Copyright Agent to receive notifications of claimed infringement is: [_________________]. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to the Company customer service through http://www.vwalls.com/support. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

You understand that when using the Site or the Service, you may be exposed to User Submissions from a variety of sources, and that the Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Company with respect thereto, and agree to indemnify and hold the Company, its officers, directors, employees, agents, suppliers and/or partners, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site or the Service.

13. Warranty Disclaimer

THE SITE AND THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND/OR PARTNERS DO NOT WARRANT THAT: (i) THE SITE OR THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (ii) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (iii) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (iv) THE RESULTS OF USING THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SITE OR THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You shall defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, suppliers and/or partners from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Site, the Service, the Content or otherwise from your User Submissions, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

15. Limitation of Liability

IN NO EVENT SHALL THE COMPANY, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND/OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (i) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (ii) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (iii) FOR YOUR RELIANCE ON THE SITE OR THE SERVICE OR (iv) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

16. Dispute Resolution/Choice of Law

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and the Company agree that any cause of action arising out of or related to the Site or the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising under this Agreement shall be resolved exclusively by the state and/or federal courts of the State of California, County of Los Angeles and/or the Central District of California.

17. Integration and Severability

The Terms of Use are the entire agreement between you and the Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service and use of the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

18. Assignment

These Terms of Use, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.

Vwalls.com Terms of Use