BLOGGING NETWORK

TERMS AND CONDITIONS OF USE

This is a legal agreement between you and Shaycom Corporation ("Shaycom") regarding Shaycom's Blogging Network (“Blogging Network”) located at http://www.bloggingnetwork.com (the “Web Site”). In order to use Blogging Network, you must first accept without modification all of the terms, conditions, and notices contained in these Terms and Conditions of Use.  If you do not accept these Terms and Conditions of Use in their entirety, you may not access or use Blogging Network.

Portions of Blogging Network may be governed by posted guidelines, rules, or other terms and conditions. All such guidelines, rules, terms and conditions are hereby incorporated by reference into these Terms and Conditions of Use. In the event of a conflict between such other guidelines, rules, terms and conditions and these Terms and Conditions of Use, the Terms and Conditions of Use shall control, except that the Blogging Network Privacy Policy, referenced below, supersedes any conflicting language in these Terms and Conditions of Use and/or any other guidelines, rules, terms and conditions published in connection with Blogging Network with respect to the subject matter covered by such privacy policy.

Modification of These Terms and Conditions of Use

Except as otherwise set forth herein, Shaycom reserves the right at any time to change the terms, conditions, and notices under which Blogging Network is offered. Changes to the these terms and conditions are effective after we provide you with notice of the changes by posting the changes on the news page, however, we may choose to temporarily change certain terms for promotional events (for example, no-fee days) and such changes are effective when we post the temporary promotional event on the news pages.  We will provide you (at your email address on record with us) or by placing a prominent notice on our site with thirty days prior notice of changes to the terms of our Privacy. You are responsible for regularly reviewing all of the terms, conditions and notices related to Blogging Network. Continued use of Blogging Network after any such change shall constitute your consent to such change. Unless explicitly stated otherwise, any new changes or improvements to Blogging Network shall be subject to the Terms and Conditions of Use, as modified or amended from time to time.

Right to Use Blogs

If you provide weblogs, also known as blogs, to Shaycom (each a “Blog”), you hereby grant to Shaycom a nonexclusive worldwide royalty-free license and right to use, market, license, publish, reproduce, copy, distribute, sublicense and display such Blog and to use excerpts thereof in any manner on the Web Site.  You agree that third parties may link to your Blogs and use, in any manner or medium, excerpts from your Blogs.

Financial Terms

Membership Fees.

You shall be financially responsible for your use of Blogging Network at the then-current payment terms. Current fees for use of Blogging Network and payment terms are set forth at http://www.bloggingnetwork.com/Blogs/Help/HelpPage.aspx?page=payments. Blogging Network reserves the right to modify its fees and payment terms at any time by providing at least fourteen days' notice of the changes by posting the changes on the news page.  Your continued use of Blogging Network shall be considered acceptance of the modified terms.   If you agree to pay using a credit card, a PayPal account or any other method of acceptable online payment, you shall provide to Shaycom all information necessary in order for Shaycom to make payment via the Web Site using such payment method. You agree to indemnify and hold harmless Shaycom from all losses and damages arising from or related to payment of fees via the Web Site.  You will be responsible for payment of any sales, use, or other taxes arising from this Agreement, together with any related interest and penalties assessed by a taxing authority.  All fees paid by you are nonrefundable.  Shaycom will assess an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month late charge if your account is past due.  Shaycom may terminate this Agreement or suspend the provision of services for failure of you amounts when due. You will reimburse Shaycom for all reasonable costs incurred by Shaycom in collecting past due amounts.  Such costs may include, but are not limited to, wire transfer fees, collection agency fees, reasonable attorneys' fees, and court costs.

Payments for Blogs

Shaycom pays licensors of Blogs based on the number of times a member views such licensors Blogs.  The amount paid is based on Shaycom’s then-current payment terms set forth at http://www.bloggingnetwork.com/Blogs/Help/HelpPage.aspx?page=earnings.  Blogging Network reserves the right to modify such amounts and payment terms at any time by providing notice to you.  Your continued use of Blogging Network shall be considered acceptance of the modified terms.

Use Limitation

Members of Blogging Network are only entitled to view Blogs as displayed within Blogging Network.  You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, content, software, products or services that are part of the Blogging Network except as expressly provided in these Terms and Conditions of Use.

No Unlawful or Prohibited Use

You will not use Blogging Network for any purpose that violates (i) Federal, state or local laws or regulations, (ii) community standards, (iii) International treaties or (iv) these terms, conditions, or notices. You will not use Blogging Network in any manner that violates or infringes upon the rights of others.  You will not use Blogging Network to solicit the performance of any activity that is prohibited by law or to solicit any Shaycom customer to become a customer of any other provider of services competitive with Blogging Network.  You may not use the Blogging Network in any manner that could damage, disable, overburden, or impair Blogging Network or interfere with any other party's use and enjoyment of it. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with Blogging Network. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through Blogging Network.

You agree to use Blogging Network only to create Blogs, add posts and comments to Blogs, and read Blogs.  You may also link to and use excerpts from Blogs found in the Web Site. By way of example, and not as a limitation, you agree that when using Blogging Network, you will not:

·                     Use Blogging Network in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

·                     Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

·                     Publish, transfer, distribute or disseminate any information which may be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be posted only in the Mature Audiences section, distributed only to people legally permitted to receive such content, and subject to the Mature Audiences Terms of Use.

·                     Publish, transfer, distribute or disseminate any information which may include an inappropriate or unlawful topic, name, material or information.

·                     Transfer, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents to do the same.

·                     Use any material or information, including images or photographs, which is made available through Blogging Network in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

·                     Transfer files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.

·                     Advertise or offer to sell or buy any goods or services for any business purpose.

·                     Download any file transferred by another user of Blogging Network that you know, or reasonably should know, cannot be legally distributed in such manner.

·                     Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is transferred.

·                     Restrict or inhibit any other user from using and enjoying Blogging Network.

·                     Violate any code of conduct or other guidelines which may be applicable to Blogging Network.

·                     Harvest or otherwise collect information about others, including e-mail addresses.

·                     Violate any applicable laws or regulations.

·                     Create a false identity for the purpose of misleading others.

·                     Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of Blogging Network or other Blogging Network user or usage information or any portion thereof.

Shaycom has no obligation to monitor Blogging Network. Shaycom reserves the right to terminate your access to Blogging Network at any time, without notice, for any reason whatsoever.

Shaycom reserves the right at all times to disclose any information as Shaycom deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to transfer or to remove any information or materials, in whole or in part, in Shaycom's sole discretion.

You are responsible for all activities that occur in your Blogging Network account. You agree to notify Shaycom immediately of any unauthorized use of your account. Shaycom is not responsible for any loss that you may incur as a result of any unauthorized person using your account.

Privacy of Information

See the Blogging Network Privacy Policy for disclosures relating to the collection and use of your information.

Always use caution when giving out any personally identifiable information about yourself or your children in Blogging Network. Shaycom does not control or endorse the content, messages or information exchanged by means of Blogging Network and, therefore, Shaycom specifically disclaims any liability with regard to Blogging Network and any actions resulting from your participation in Blogging Network.

Blogging Network may allow you to interact with third-party Web sites and Web services ('Link(s)'). The Links are not under the control of Shaycom and Shaycom is not responsible for the contents of any Links, including without limitation any link contained in a Link, or any changes or updates to a Link. Shaycom is not responsible for any form of transmission received from any Link, nor is Shaycom responsible if the Link is not working appropriately. Shaycom is providing these Links to you only as a convenience, and the inclusion of any Link does not imply endorsement by Shaycom of the Link or any association with its operators. You are responsible for viewing and abiding by any privacy statements and terms of use posted in connection with the Links.

You are solely responsible for any dealings with third parties (including advertisers) who support Blogging Network, including the delivery of and payment for goods and services.

Bonuses

From time to time, Blogging Network may award bonuses, including account bonuses, referral bonuses and other bonuses that Blogging Network may award in the future. Receipt of those bonuses is based on the completion of the governing bonus Terms and Conditions, including the Refer-A-Friend Bonus Terms and Conditions. All bonuses awarded through these and other bonus programs, if any, must be withdrawn by the recipient from his or her Blogging Network account within one year. All bonuses which are not claimed within one year of receipt will expire and become property of Blogging Network.

Terms and Conditions of Use for Blogging Network-Enabled Properties

For the terms and conditions governing your use of any Web site or service that enables you to use Shaycom web sites other than Blogging Network itself (' Shaycom-Enabled Properties'), please refer to the applicable Terms and Conditions of Use for such Shaycom-Enabled Properties.

Shaycom's Right to Use Feedback or Suggestions You Submit

By submitting any feedback or suggestions to Shaycom concerning Blogging Network, you warrant and represent that you own or otherwise control the rights necessary to do so and you are granting Shaycom and its affiliated companies permission to:

·                     Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such feedback or suggestions; and

·                     Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the feedback or suggestions.

The foregoing grants shall include the right to exploit any proprietary rights in such feedback or suggestions, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. No compensation will be paid with respect to Shaycom's use of the materials contained within such feedback or suggestions. Shaycom is under no obligation to post or use any materials you may provide and may remove such materials at any time in Shaycom's sole discretion.

This section is inapplicable to any personally identifiable information that you provide in connection with your registration for Blogging Network. For terms and conditions governing use of such information, please refer to the Blogging Network Privacy Policy.

This section also is inapplicable to any documents, information, or other data that you transmit or otherwise submit to any Blogging Network-Enabled Properties. Please refer to the terms and conditions for such Blogging Network-Enabled Properties to determine the rights of the Web site or service provider to such documents, information and/or data.

Limitation of Liability

SHAYCOM AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON OR OBTAINED THROUGH BLOGGING NETWORK FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND. SHAYCOM AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL SHAYCOM AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF BLOGGING NETWORK, WITH THE DELAY OR INABILITY TO USE BLOGGING NETWORK, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES OBTAINED THROUGH BLOGGING NETWORK, OR OTHERWISE ARISING OUT OF THE USE OF BLOGGING NETWORK, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SHAYCOM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF BLOGGING NETWORK, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING BLOGGING NETWORK.

Indemnification

You agree to indemnify and hold Shaycom and its directors, officers, employees, agents, representatives, and affiliates ("Shaycom Indemnities") harmless from any demand, claim, suit, loss, liability or damage, including reasonable attorneys' fees, whether in tort or in contract, that Shaycom Indemnities may incur by reason of or arising out of any claim that is made with respect to your use of the Services, including without limitation (i) with respect to any breach of this Agreement by you, (ii) with respect to any act or omission of you, or (iii) with respect to any claim of defamation, invasion of privacy, right of publicity, unfair competition, infringement of a third person's intellectual property or other proprietary rights or obscenity relating to your use of Blogging Network.

Customer Support

Shaycom provides information about how to use Blogging Network as part of Blogging Network.  Shaycom does not provide support for any software or services provided by any third party.

Termination/Access Restriction

Shaycom reserves the right, in its sole discretion, to terminate your access to and use of Blogging Network or any portion thereof at any time, without notice.

This Agreement is governed by the laws of the State of California, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in San Francisco, California, U.S.A. in all disputes arising out of or relating to the use of Blogging Network. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Shaycom as a result of this agreement or use of Blogging Network. Shaycom may assign this agreement, in whole or in part, at any time. Shaycom's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Shaycom's right to comply with governmental, court and law enforcement requests or requirements relating to your use of Blogging Network or information provided to or gathered by Shaycom with respect to such use. You agree to indemnify and hold Shaycom, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on Blogging Network. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, 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. This agreement, including the documents expressly incorporated by reference above, constitute the entire agreement between the user and Shaycom with respect to Blogging Network and such agreements supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Shaycom with respect to Blogging Network. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Shaycom may also terminate or suspend your access to Blogging Network for inactivity, which is defined as failing to log onto Blogging Network for an extended period of time, as determined by Shaycom.

Accuracy of Information

You acknowledge and agree that any information provided by you to Shaycom, including, but not limited to account registration information and billing information is accurate, complete and current, and you agree to update that information promptly if there is any change.

No Assignment or Transfer

You shall not resell the Services provided by Shaycom or any third party hereunder or assign, transfer or otherwise dispose of the Services or this Agreement or any interest herein, whether voluntary, by operation of law or otherwise, without the prior express written consent of Shaycom.  Any purported assignment in violation of this section shall be void.

Intellectual Property

All contents of any Shaycom Web site related to Blogging Network are: Copyright © 2002 Shaycom Corporation and/or its suppliers, c/o Shaycom Corporation, 2261 Market Street, PMB #61, San Francisco, CA 94114, U.S.A. All rights reserved.

TRADEMARKS. Shaycom, Blogging Network, and BloggingNet are unregistered trademarks of Shaycom Corporation. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Shaycom may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in any Web pages that are part of Blogging Network. Except as expressly provided in these Terms and Conditions of Use, the furnishing of such Web pages to you does not give you any license to these patents, trademarks, copyrights, or other intellectual property. Any rights not expressly granted herein are reserved.

Notices and Procedure for Making Claims of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Shaycom's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.  See the Notice and Procedure for Making Claims of Copyright Infringement.

Revised August 14, 2002

© 2002 Shaycom Corporation. All rights reserved.