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Ownza Terms of Use

Date of Last Modification: April 11, 2010

Welcome to Ownza.com!

Ownza.com including its affiliates, successors and assigns, ("Ownza", “us”, “our” or ‘we”) provides the website located at URL: www.Ownza.com and all content and features contained thereon and any and all e-mails, newsletters and other services provided by us (collectively the “Website”) subject to the following terms and conditions, including without limitation, the Privacy Policy (“Agreement”). You may only use the Website pursuant to the following terms and conditions, if you access and/or use the Website, you accept this Agreement. We strongly recommend you read the Agreement carefully. Use of the Website by you is also subject to all additional terms and conditions of third party content and/or service providers ("Third Party Licensors") as stipulated on applicable pages of the Website or through links in this Agreement, which you accept by your use of the Website. Ownza reserves the right to modify or revise the Agreement or its other policies at any time at its sole discretion. Any such modifications to the Agreement shall be effective immediately after being posted on the Website. You are bound by such modifications or revisions, and should therefore visit this page frequently to review the Agreement. You should stop using the Website in the event that you do not agree to any changes or modifications of the Agreement. Your continued use of the Website following Ownza's posting of any changes or modifications to this Agreement of Use and/or Privacy Policy will constitute your acceptance of such changes or modifications.

We reserve the right to refuse to provide our products or services to anyone at any time. We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice. You agree that we will not be liable to you or any third party for taking any of the following actions:

a) Refuse, move, or remove any material or content that is available on the Website or you submit to the Website;
b) Change, suspend, or discontinue all or any part of the Website;
c) Restrict, suspend, or terminate your access to all or any part of Website;
d) Deactivate or delete your accounts and all related information and files; and/or
e) Establish general practices and limits concerning use of the Website.

DISAGREEMENT WITH THIS AGREEMENT IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENTS OF THE WEBSITE, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, WITH Ownza'S PRIVACY POLICY OR ANY OTHER POLICIES OF THE WEBSITE, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE WEBSITE.

USE BY PERSONS UNDER THE AGE OF THIRTEEN

THIS WEBSITE IS NOT INTENDED FOR USE BY PERSONS UNDER THE AGE OF THIRTEEN. INDIVIDUALS WHO ARE UNDER THE AGE OF THIRTEEN ARE EXPRESSLY PROHIBITED FROM POSTING ANY PERSONALLY IDENTIFIABLE INFORMATION ABOUT THEMSELVES.

PRIVACY POLICY

Your access or use of the Website is subject to Ownza's Privacy Policy, which is incorporated by reference and made a part of the Agreement.

ELECTRONIC COMMUNICATIONS

You are communicating with Ownza electronically when you visit the Website or send e-mails to Ownza. Ownza will communicate with you by e-mail or by posting notices on the Website. You hereby acknowledge and consent to receive communications from Ownza electronically. You agree that all agreements, notices, disclosures and other communications that Ownza provides to you electronically satisfy any legal requirement that such communications be in writing. LICENSES AND WEBSITE ACCESS AND RESTRICTIONS Ownza grants you a limited, non-exclusive license to access and use the Website. Other than page caching you are prohibited from downloading or modifying the Website, or any portion of it, except with the express written consent of Ownza. This license does not include and strictly forbids: any resale or commercial use of the Website or its contents; any collection and use for commercial purposes of any Ownza content. The Website, including its operation, interface and contents, are covered by United States laws, including without limitation, copyright laws and by international laws and treaties. The Website or any portion it may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Ownza. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information including images, text, page layout, or form of Ownza.com without express written consent of Ownza. You may not use any meta tags or any other "hidden text" utilizing Ownza's name or trademarks without the express written consent of Ownza. Any unauthorized use terminates the permission or license granted by Ownza. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to certain pages of the Website so long as the link does not portray Ownza, its content or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any Ownza logo or other proprietary graphic or trademark as part of the link without express written permission of Ownza. Ownza does not guarantee continuous, uninterrupted or secure access to its services or the Website.

COPYRIGHTS AND TRADEMARKS

All content, graphics, format, design, text, the user interface and other copyrighted material on the Website (collectively, "Copyrighted Materials") are protected by copyright law and other intellectual property laws, and are owned by Ownza and/or its licensors (as the case may be). The Copyrighted Materials from the Website are only available for informational and non-commercial offline use, provided that: the Copyrighted Materials are not modified in any way; all copyright and other proprietary notices and markings are retained and reproduced in their entirety on any copy made from any material on the Website; and Ownza has, in its sole discretion, given its prior written approval to such use of the Website's Copyrighted Materials. Any requests to re-use the Website's Copyrighted Materials should be sent to: info@ownza.com.

CONTENT

The Website contains content, graphics, pictures, format, design, text, and other material (collectively “Materials”) that Ownza creates as well as Materials created or provided by third parties including without limitation experts, partners, affiliates, consultants, contributors, and users of the Website. The Website provides a number of different services and Materials to make you aware of products and services that may be suitable for your application or use. The Materials also include information about products and services that is provided by third parties, such as product descriptions, specifications, pricing, and availability. Ownza does not warrant that editorial commentary is accurate, complete, reliable, current, is of a particular quality or is error-free. Content is provided for informational purposes only and does not constitute an endorsement by Ownza without limitation of any product, service, retailers and service providers, or any reviews or comments thereof regardless of the source of such review or comment. You understand and acknowledge that the Materials, including opinions, are highly subjective and may not represent the best product or service for you, or for your intended application. You also understand and acknowledge that the term “experts” or similar phrase or terminology as used herein and on the Website may not meet your expectation or any objective or legal standard or definition for an expert in the field with respect to the applicable subject matter. Ownza is paid by advertisers, partners, retailers and service providers and/or other third parties for listing products and services on the Website or for referring users to other sites. Ownza does not sell, resell or license any of the products or services listed on the Website, nor is Ownza acting as an agent of sale for such third parties. Any questions, complaints or claims related to any product should be directed to the appropriate manufacturers, retailers, and service providers, as applicable.

CONTENT SUBMISSION

By contributing or submitting any Materials (defined above) to the Website whether as an expert, user or in any other capacity, you represent and warrant that you are the author and owner of the intellectual property rights in and to the Material or have the appropriate license or sublicense rights from the applicable rights holder. You agree and acknowledge that your contributions and any Materials you submit are considered “work for hire”. You hereby grant Ownza a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to: use, copy, modify, delete, adapt, display, publish, translate, create derivative works from and/or sell and/or distribute such Materials and/or incorporate such Materials into any form, medium or technology. Further, you also grant the right to Ownza to sublicense any and all of the foregoing rights to third parties, in all cases (unless agreed to by Ownza in writing), without compensation to you. In addition, you represent and warrant that, to the maximum extent permitted by applicable law, all "moral rights" that you may have in Materials worldwide are hereby voluntarily waived by you. None of the Materials shall be subject to any obligation of confidence on the part of Ownza, its agents, subsidiaries, affiliates, Licensors, or other partners and their respective directors, officers, employees, agents and representatives. Ownza reserves the right, in its sole discretion, to change or delete any Materials on the Website that Ownza deems, in its sole discretion, to violate the content guidelines or any other provision of the Agreement.

You also agree that you are solely responsible for all content and Materials, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on the Website or elsewhere. You understand and agree that you may be held liable for any illegal or prohibited Materials that you provide to the Website or to others, including, by way of example only, infringing, defamatory, or offensive Materials.

You may not, and hereby represent and warrant that you will not, post, transmit, e-mail or otherwise make accessible on or through the Website any Materials that:

a. Violates any law, statute, ordinance or regulation in any applicable jurisdictions (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising and privacy);
b. Is or may reasonably be considered to be unlawful, harmful, threatening, abusive, disparaging, tortious, defamatory, libelous, invasive of another's privacy, obscene, pedophilic, pornographic, hateful, malicious, racially or religiously biased or offensive (including the use of swear words), unlawfully threatening or unlawfully harassing to any individual, organization or entity;
c. Contains hate propaganda or promotes discrimination or violence against any person or group on account of their religion, gender, age, race, national origin, disability, sexual orientation, or any other criteria;
d. Is or could reasonably be harmful to minors;
e. Harasses or advocates harassment of another person or entity;
f. Is not original, previously published in any form, medium or language, and not authored solely by you, unless you possess the requisite rights;
g. Infringes any patent, copyright, trademark, service mark, trade secret, or rights of publicity or privacy or other proprietary right of any other party, including without limitation, Ownza;
h. Is or promotes an illegal or unauthorized copy of another party's work such as links to pirated or unauthorized products;
i. Is not provided in good faith or knowingly or unknowingly promotes information that is false, misleading or inaccurate;
j. Seeks to obtain a commercial advantage for which you were directly or indirectly compensated or granted any consideration (including but not limited to cash, gratuities, gifts of products or services, or anything else of value) by any third party, or facilitates or promotes other commercial activities including without limitation, contests, sweepstakes, barter, or advertising;
k. Generated by you while there is a potential conflict of interest or financial interest on your part (including but not limited to any such relationship with or interest in a producer, distributor or seller of a product or service discussed in the content or Materials, or one of its competitors);
l. Is or promotes illegal activities or conduct, including but not limited to chain letters, pyramid schemes, or encouraging others to engage in these activities;
m. Includes any information that references other web sites, contact information (e.g. addresses, e-mail addresses, phone numbers) or other personal information such as credit card numbers;
n. Contains restricted password only access pages, or hidden pages or images including but not limited to those not linked to or from another accessible page;
o. Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming" or contains a software virus or any other code files or programs that are designed to or have the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment whether owned by Ownza or any other party;
p. Provides instructional information about illegal activities such as making or buying illegal weapons, or providing or creating computer viruses; or
q. Solicits personal information from anyone under 18, or solicits passwords, or personal identifying information for commercial or unlawful purposes from other users;

In contributing or submitting any Materials to the Website whether as an expert, contributor, user or any other entity, you agree not to use a false or misleading e-mail address, impersonate any person or entity (including a Ownza officer or employee), falsely misrepresent your affiliation with any other person or entity, or otherwise provide any misleading information as to, or disguise (through forge headers, manipulated identifiers or any other method) the origin of any Materials that you submit. You agree that: a) you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the ordinary flow and proper operation of the Website, our servers or any activity being conducted through the Website or servers; b) you will not take any action that imposes an unreasonable or disproportionately large load on Ownza's computer systems or communications infrastructure; c) you will not collect or harvest from the Website the names of other users, contributors, Ownza employees or experts for the purpose of transmitting to those other users or experts unsolicited commercial messages; d) you will not use any software robot, spider, other automatic device or manual process to monitor or copy Website pages or the Materials contained therein without Ownza's prior written consent; e) you will not download any file that you know or reasonably should know cannot be legally obtained in such manner; and f) you shall refrain from activities that are illegal, unethical or which might bring Ownza and its affiliates into disrepute, or which might constitute or represent a serious conflict of interest, or which might give the appearance of impropriety.

Ownza does not support, endorse or tolerate any of the foregoing actions, user behavior, or undesired content or Materials. If you discover this kind of content or activity on the Website, please notify us immediately at info@ownza.com. A reported violation may at the sole discretion of Ownza result in Ownza opening a content review inquiry. During the content review inquiry, Ownza may, in its sole discretion, remove the contested content, and/or require additional data or proof from the content provider to determine whether the content should remain or be reinstated on the Website. Failure of the content provider to participate in the content review inquiry will result in the removal of the contested content from the Website. Upon becoming aware of any content that violates the above requirements, Ownza will at its sole discretion omit content that it determines on the face of the review (only) violates any requirements in this Agreement. Ownza will not itself edit or modify the contents; it will only remove the offensive content in whole.

The following additional terms apply to any person or entity (including but not limited to an expert) that submits any Materials to the Website:

I. Delivery and Revision of Material. You will deliver the Materials and any later additions or revisions to your Materials electronically in a format provided by Ownza on the Website. You acknowledge that the Materials delivery methods will change from time to time at the sole discretion of Ownza. Ownza will provide any updates or revisions to acceptable delivery methods in this Agreement. You authorize Ownza to make changes to the Materials, at its sole discretion, to make such Materials compliant. You agree to rewrite or make any changes to your Materials that we request and that are of a reasonable nature before or after it is published or posted. We also have the right to revise, adapt and edit your Materials at any time in our sole editorial discretion . You agree to cooperate with us in a reasonable fashion in any review or modification of the Materials to ensure among other things compliance with the Agreement.
II. Rejection of Materials or Experts. We may at any time with or without any reason reject any expert or Materials that, in our sole judgment, fails to meet our standards (including but not limited to the cases where the Materials or the expert were previously deemed to have been acceptable), or conform to the Agreement. We also reserve the right, at our sole discretion and without notice, to change at any time our standards, methodology, and acceptability criteria regarding experts and Materials, without having to share with you the details of any of the foregoing.
III. Competing Web Sites and Publications. You agree that Materials that you submit to Ownza are the sole property of Ownza and may not be used except in connection with your work on Ownza. Unless we agree otherwise in writing, you agree that you will not write or permit publication or posting of Materials developed for Ownza on any other web site or publication that competes with Ownza.

You should also note your obligations to indemnify Ownza (among others) for the Materials you submit as set forth in the INDEMNITY section below.

IF YOU SUBMIT ANY CONTENT TO THE WEBSITE, YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY MATERIALS, INFORMATION OR CONTENT TO US IS AT YOUR OWN RISK. Ownza DOES NOT ASSUME ANY LIABILITY TO YOU OR ANYONE ELSE WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH CONTENT OR INFORMATION IN ANY WAY.

THIRD PARTY BUSINESSES, SERVICES AND SITES

Ownza contains links to the sites of third-party content providers, partners, blogs, retailers, service providers, affiliated companies, comparison shopping partners, and other parties. Your use of each of the third party sites is subject to the terms and conditions, if any, that each of those sites has posted. Ownza has no control over web sites that it does not own or control, and we are not responsible for any content thereon. The links are provided solely as a convenience to you, and do not constitute an endorsement by Ownza of the content of such third-party sites nor of the business practices of those operating such web sites. Ownza is not responsible or liable in any way, for any content, products or services contained on or accessible through such web sites or the business practices of people and entities controlling, or connected directly or indirectly, with such web sites.

IN THE EVENT OF A DISPUTE BETWEEN YOU AND A CONTENT PROVIDER, EXPERT, RETAILER OR SERVICE PROVIDER OTHER THAN Ownza, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE Ownza, ITS SUBSIDIARIES, AFFILIATES, PARTNERS OR OTHER THIRD PARTIES UNDER CONTRACT WITH Ownza, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LEGAL REPRESENTATIVES FROM AND AGAINST CLAIMS AND DAMAGES OF ANY KIND AND NATURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.

If you are a Delaware resident, by using the Website, you explicitly waive the rights granted to you under Delaware Civil Code 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE WEBSITE IS PROVIDED BY Ownza ON AN "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Ownza MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, GRAPHICS, LINKS, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON THE WEBSITE, OR THEIR ACCURACY, RELIABILITY, COMPLETENESS, INTEGRITY, SECURITY, TIMELINESS, OR THAT THE WEBSITE OR ANY CONTENT, SEARCH OR LINK THEREIN WILL PROVIDE SPECIFIC RESULTS. IN ADDITION, THIRD PARTIES INCLUDING BUT NOT LIMITED TO EXPERTS AND PARTNERS PROVIDE SUBSTANTIAL CONTENT AND MATERIALS ON THE WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Ownza SHALL NOT BE RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIALS, CONTENT OR SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE OR ANY DECISION OR TRANSACTION RESULTING THEREFROM IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Ownza OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY OF ANY KIND UNLESS EXPRESSLY STATED IN THE TERMS. DATA AND INFORMATION RELATING TO SECURITIES (IF ANY) OR OTHERWISE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED FOR TRADING PURPOSES. NEITHER Ownza NOR ANY OF ITS DATA OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY ERRORS OR DELAYS IN THE CONTENT, OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON. Ownza DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE OR THE SERVICES. OPERATION OF THE WEBSITE MAY BE INTERFERED BY NUMEROUS FACTORS BOTH OUTSIDE AND WITHIN Ownza'S CONTROL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Ownza, ON BEHALF OF ITSELF, ITS OFFICERS, DIRECTORS AND EMPLOYEES, AFFILIATES AND ITS AND THEIR SUCCESSORS AND ASSIGNS AND ITS AND THEIR THRID PARTY CONTENT PROVIDERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS REGARDING THE WEBSITE OR ANY MATERIAL THEREON. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Ownza ON BEHALF OF ITSELF, ITS OFFICERS, DIRECTORS AND EMPLOYEES, ITS AFFILIATES AND ITS AND THEIR SUCCESSORS AND ASSIGNS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, OR EXEMPLARY (EVEN IF ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), PUNITIVE AND CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES. Ownza'S AGGREGATE LIABILITY TO YOU HEREUNDER (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OF Ownza UNDER THIS AGREEMENT SHALL NOT EXCEED $1000.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Ownza MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES REVIEWED ON THE WEBSITE OR BOUGHT AND/OR SOLD USING THE WEBSITE, OR THAT EXPERTS, RETAILERS AND SERVICE PROVIDERS WILL PERFORM AT A CERTAIN LEVEL OF COMEPTENCE OR AS PROMISED BY THEM, OR THAT THE WEBSITE, ITS SERVERS, DOWNLOADS, OR E-MAIL SENT FROM Ownza ARE FREE OF VIRUSES, TROJAN HORSES, BUGS, CONTAMINATION, DESTRUCTIVE FEATURES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY IN CERTAIN STATES

CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND OUR AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INDEMNITY

To the maximum extent permitted by applicable law, by accessing and using the Website you agree to defend, indemnify and hold Ownza, its subsidiaries, affiliates, partners, agents, licensors, consultants, experts, directors, officers, employees and other parties with which Ownza is under contract, and their respective officers, directors, employees and agents free and harmless from and against any claims, actions and demands, including, without limitation, any legal and accounting fees resulting from: your use of the Website; your breach of the Agreement; any and all Materials you submit to Ownza and/or the Website; any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you; your connection to the Website; and/or your violation of the rights of any other person or entity. Additionally, you shall indemnify, defend and hold harmless Ownza and its affiliates, directors, officers, employees, successors and assigns, from any and all liability, damage, consequences, or expense (including reasonable attorneys' fees) under any claim or suit brought by a third party arising out of any acts, omissions, errors by you or breach, or alleged breach, by you of any of your representations, warranties or obligations contained in this Agreement or otherwise on the Website, including but not limited to (a) any infringement claim asserted by a third party resulting from Ownza's or its affiliate's use of your Intellectual Property and/or Materials provided or submitted by you, (b) a claim by any third party that any Material that you submitted or posted on Website was created, obtained or provided by any party in violation of any federal, state or local law or regulation, (c) any inaccurate, deceptive, or misleading information provided to Ownza by you, including but not limited to, the information contained in the Materials or (d) your refusal to honor terms set forth in this Agreement or otherwise on the Ownza Website.

GOVERNING LAW

This Agreement of Use and Privacy Policy will be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts or choice of law. In addition, the application of the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, is expressly excluded hereby.

ARBITRATION

Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, for which action may be taken in any court of competent jurisdiction, in New York, New York, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in force. Any controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party, unless agreed to by Ownza at it sole discretion. The arbitration hearings and all meetings pursuant to this section shall be held in New York, New York, USA, and shall be conducted in English. If the parties cannot agree upon a single arbitrator within twenty (20) calendar days after demand by either of them, each party shall select one arbitrator knowledgeable about Internet commerce in New York, and notify the other of its selection, and such two arbitrators shall select a third from a list of arbitrators (with knowledge of the Internet industry) qualified by the American Arbitration Association in New York. If this procedure for selecting arbitrators fails, then a neutral arbitrator based in New York with knowledge of Internet commerce in New York and the USA generally shall be selected by the American Arbitration Association to resolve the dispute. The arbitrator(s) shall conduct a hearing within sixty (60) days after their selection. A majority of the arbitrators (if there is more than one pursuant to this clause) shall determine the decision/award, which shall be rendered within ten (10) days after the completion of the hearing. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys' fees or arbitrators' fees under this section.

IP OWNERSHIP AND COPYRIGHT INFRINGEMENT

Ownza will respond to notices of alleged infringement regarding third party Materials sent pursuant to, and in accordance with, the Digital Millennium Copyright Act ("DMCA"), which may include Ownza removing or disabling access to third party Materials claimed to be the subject of infringement or other activity. Written notification must be submitted to the Designated Agent at the address indentified in Address for Notice section below. All notices sent to Ownza regarding matters other than informing Ownza that a party's copyrighted material may have been infringed as a result of third party Materials will not receive a response through this process.

INFRINGEMENT NOTIFICATION

To be effective, your infringement notification must include the following:
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 web site are covered by a single notification, a representative list of such works at that web site;
3. Identification of the material (i.e., the third party Materials) 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 Ownza to locate the material;
4. Information reasonably sufficient to permit Ownza 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, as follows: "I 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
6. A statement, as follows: "The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

Upon receipt of the written notification containing the information as outlined in 1 through 6 above:

1. Ownza shall remove or disable access to the Third Party Content that is alleged to be infringing;
2. Ownza shall forward the written notification to the alleged infringer (the "Subscriber");
3. Ownza shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the Third Party Content.

COUNTER NOTIFICATION

To be effective, a Counter Notification must be a written communication provided to Ownza's Designated Agent that includes substantially the following:

1. A physical or electronic signature of the Subscriber;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement, as follows: "I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled";
4. The Subscriber's name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the Subscriber's address is located, or if the Subscriber's address is outside of the United States, for any judicial district in which Ownza may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and Ownza will comply with this requirement within a reasonable time (or as otherwise required by law), provided Ownza's Designated Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Ownza's network or system.

MISCELLANOUS PROVISIONS

All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective. You agree that this Agreement and Privacy Policy and all agreements and notices incorporated herein or with Ownza may be automatically assigned by Ownza, in our sole discretion, to a third party. You may not assign your obligations to any other entity.

Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our affiliates). You understand and acknowledge that we are not certifying nor endorsing, and have no obligation to certify or endorse, any of your work, contributions, content or Material developed or submitted by you.

If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, you shall be deemed to have taken the action yourself.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. No waiver of any breach of any provision of this agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an officer of Ownza.

NOTICE ADDRESSES

Infringement notices to Ownza Designated Agent for Digital Millennium Copyright Act (DMCA) shall be sent to:

Ownza, Inc.
PMB# 360
2711 Centerville Road
Suite 400
Wilmington, DE 19808
By E-mail: info@ownza.com (Subject: DMCA Notification)
Notices to Ownza for other than DMCA infringement notices shall be sent to:
Ownza, Inc.
2711 Centerville Road
Suite 400
Wilmington, DE 19808
By E-mail: info@ownza.com
This Agreement, including all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and Ownza and govern your use of the Website, superseding any prior agreements that you may have with us.
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