April 1, 2008

Welcome to BoxBabble!

The BoxBabble website at www.boxbabble.com (the "Site") and services (the "Services") are owned and operated by BoxBabble, LLC ("BoxBabble"). Each time you access the "Site" or use the "Services", you (the "User") signify that you have read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement"), whether or not you are a registered member of BoxBabble.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility

You must be 18 or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register as a member of BoxBabble or use the Site and Services. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can use the Site and Service only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Use. If you do not qualify, do not use the Service. Membership in the BoxBabble Service is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. You must be 13 or older to use the Site, in compliance with the Children's Online Privacy Protection Act (COPPA). By using the Site or Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use and to abide by all of the terms and conditions set forth herein. The BoxBabble Site is administered in the US and intended for US users; any use outside of the US is at the user's own risk and users are responsible for compliance with any local laws applicable to their use of the Site or the Services.

Changes to the Agreement

BoxBabble may make changes to the Terms of Use from time to time. BoxBabble will post the updated Terms of Use at http://www.boxbabble.com/terms.php. You understand and agree that if you use the Services after the date on which the Terms of Use has changed, BoxBabble will treat your use as acceptance of the updated Terms of Use.

Registration and Security

In order to use or access some of the BoxBabble Services, you may be required to register with BoxBabble and to select a screen name, password and user name, which shall consist of an email address you own and use ("User ID"). If you register, you agree to provide BoxBabble with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, or, (ii) use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization. BoxBabble reserves the right to refuse registration of, or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your User ID and password. Any User ID and password provided to you for your access to the BoxBabble Service shall be for your personal use only. You agree to (a) immediately notify BoxBabble of any unauthorized use of your User ID or password, and (b) ensure that you exit from your account at the end of each session.

User Conduct

You understand that the BoxBabble Site and Services are available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to use the BoxBabble Site or Services to:

• harvest or collect email addresses or other contact information of other users from the Services or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Services or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
• use any spider, robot, or other automated programs or processes to collect information from or otherwise interact with the Services or the Site;
• access, retrieve or index any portion of the BoxBabble Site or Services for purposes of constructing or populating a searchable database of product information;
• upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
• upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
• upload, post, transmit, share 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;
• intimidate or harass another;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another's account, service or system without authorization from BoxBabble, or create a false identity on the Services or the Site.
• upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of BoxBabble, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose BoxBabble or its users to any harm or liability of any type.

User Contributed Content

You are solely responsible for any Content and other material that you submit, publish or display on the BoxBabble Site or Services ("Contributed Content" or "Content").

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You may not submit any Contributed Content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.

You may not provide any Contributed Content that is unlawful or that promotes or encourages illegal activity.

You agree that you will only provide Contributed Content that you believe to be true and you will not purposely provide false or misleading information.

By posting Contributed Content on the BoxBabble Site, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, BoxBabble, its contractors, and the users of the BoxBabble Site an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Contributed Content and to prepare derivative works of, or incorporate into other works, such Contributed Content. This license is non-exclusive, except you agree that BoxBabble shall have the exclusive right to practice this license to the extent of combining your Contributed Content with the Contributed Content of other BoxBabble users for purposes of constructing or populating a searchable database of product information.

The following is a partial list of the kind of Contributed Content and communications that are illegal or prohibited on/through the BoxBabble Site. BoxBabble reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the BoxBabble Service and terminating the membership of such violators or blocking your use of the BoxBabble Service and/or BoxBabble Site. You may not post Content that:

• is false or intentionally misleading;
• is patently offensive to users of the BoxBabble Site, such as Content or messages that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
• harasses or advocates harassment of another person;
• involves the transmission of unsolicited mass mailing or "spamming";
• violates the intellectual property or other rights of any person;
• promotes illegal activities or conduct that is abusive;
• is threatening, obscene, defamatory or libelous;
• is pornographic or sexually explicit in nature; and
• seeks or recommends providers of material that exploits people under the age of 18 in a sexual or violent manner, or seeks or recommends providers that solicit personal information from anyone under 18.

Copyright

BoxBabble respects the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the BoxBabble Site or Services any materials that violate another party's intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement as described below, BoxBabble will promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat offenders.

If you believe that material or content residing on or accessible through the BoxBabble Site or Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below ("Notification of Alleged Copyright Infringement"):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that BoxBabble is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, email address;
5. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

If the content provider, member or user believes that the material that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below ("Counter-Notification"):

1. A physical or electronic signature of the content provider, member or user;
2. Identification of the material that has been removed or to which access to has been disabled and the location at which the material appeared before it was removed or disabled;
3. A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
4. The content provider's, member's or user's name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the content provider's, member's or user's address is located outside the United States, for any judicial district in which the service provider is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a Counter-Notification is received by the Designated Agent, BoxBabble may send a copy of the Counter-Notification to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the Counter-Notification, at BoxBabble's discretion.

Address for Designated Agent: Please contact BoxBabble's Designated Agent to receive Notification of Alleged Copyright Infringement and Counter-Notification at the following address: boxbabble@gmail.com

Privacy

Use of the BoxBabble Site or Services is also governed by our Privacy Policy, a copy of which is currently located at http://www.boxbabble.com/privacy.php. This policy explains how BoxBabble treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with BoxBabble’s privacy policies.

Ownership

The BoxBabble Site and Services (including, but not limited to, text, photographs, graphics, video and audio content) are protected by copyright as collective works or compilations under the copyright laws of the United States and other countries. All individual articles, content and other elements comprising the BoxBabble Site and Services are also copyrighted works. Except for the content submitted by members or users, the BoxBabble Service and all aspects thereof, including all copyrights, trademarks, and other intellectual property or proprietary rights therein, is owned by BoxBabble or its licensors. You acknowledge that the BoxBabble Service and any underlying technology or software used in connection with the BoxBabble Service contain BoxBabble's proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the content, software, and/or materials available on the BoxBabble Site, or BoxBabble Services in whole or in part except as expressly provided in BoxBabble's policies and procedures made available via the BoxBabble Service. Except as expressly and unambiguously provided herein, BoxBabble and its suppliers do not grant you any express or implied rights, and all rights in the BoxBabble Service not expressly granted by BoxBabble to you are retained by BoxBabble.

Trademarks

BOXBABBLE and other BoxBabble graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks or trademarks of BoxBabble in the U.S. and/or other countries. BoxBabble's trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of BoxBabble.

Disclaimer

THE BOXBABBLE SITE AND SERVICES ARE PROVIDED BY BOXBABBLE ON AN "AS IS" BASIS. BOXBABBLE AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO THE OPERATION OF THE BOXBABBLE SITE, BOXBABBLE SERVICE OR SOFTWARE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE BOXBABBLE SITE OR IN ASSOCIATION WITH THE BOXBABBLE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BOXBABBLE AND ITS LICENSORS AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BOXBABBLE AND ITS LICENSORS AND AFFILIATES FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE BOXBABBLE SITE OR ACCESSIBLE THROUGH THE BOXBABBLE SERVICES. BOXBABBLE IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE BOXBABBLE SITE.

BoxBabble does not warrant or covenant that the BoxBabble Service will be available at any time or from any particular location, will be secure or error-free, that defects will be corrected, or that the BoxBabble Service is free of viruses or other potentially harmful components. Any material or Content downloaded or otherwise obtained through the use of the BoxBabble Service is accessed at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM BOXBABBLE, THE BOXBABBLE SITE OR THROUGH OR FROM THE BOXBABBLE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Limitation on Liability

BoxBabble shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond BoxBabble's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. WITHOUT LIMITING THE FOREGOING, BOXBABBLE AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BOXBABBLE'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO BOXBABBLE FOR THE BOXBABBLE SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) $100. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "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."

Indemnity

You agree to indemnify and hold BoxBabble, its affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your access to the BoxBabble Site, (ii) your use of the BoxBabble Services, (iii) the violation of these Terms of Use by you, or (iv) the infringement by you, or any third party using your account or User ID or password, of any intellectual property or other right of any person or entity.

Miscellaneous

If there is any dispute about or involving the BoxBabble Site and/or the BoxBabble Services, by using the BoxBabble Site, you agree that the dispute will be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of California. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use and you do not have any authority of any kind to bind BoxBabble in any respect whatsoever. BoxBabble may provide you with notices, including those regarding changes to the Terms of Use by email or postings on the BoxBabble Site or Service. These Terms of Use, accepted upon use of the BoxBabble Site, and all terms, guidelines and rules referenced herein contain the entire agreement between you and BoxBabble regarding the use of the BoxBabble Site and/or the BoxBabble Service. The failure of BoxBabble to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. 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. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by you except with BoxBabble's prior written consent.

Contact and Violations

Please contact us with any questions regarding these Terms of Use. Please report any violations of the Terms of Use to boxbabble@gmail.com.