Terms of Use

PEERDEAL.COM

(Effective as of March 22, 2010)

TABLE OF CONTENTS

1. Service and Website Use

2. Modifications to Terms of Use, Etc.

3. Modifications to and Suspension of Website

4. Links to Third Party Websites

5. Accounts

6. Provisions Specifically Applicable to You as a Licensor

7. Provisions Specifically Applicable to You as a Licensee

8. Restrictions on Website Use

9. Use of PeerDeal.com Content

10. Posted Licensed Assets

11. Digital Millennium Copyright Act

12. Warranty and Liability Disclaimers

13. Indemnity

14. Assignment

15. Governing Law

16. Severability

17. Reporting Violations

18. Entire Agreement

Welcome to PeerDeal.com! Please read the following carefully before using our site:

1. Service and Website Use

A. By using the PeerDeal.com services and website (collectively, the “Website”) you acknowledge that you have read, understand, and agree to the terms and conditions of these Terms of Use (the “TOU”). In addition, you acknowledge that you have read, understand, and agree to the terms and conditions of any other policies and guidelines documents posted on the Website (including, without limitation, the Privacy Policy and the PeerDeal.com License Agreement), which documents are incorporated herein by this reference. If you do not agree with any aspects of the TOU, you may not use the Website.

B. Capitalized terms used in the TOU and not specifically defined herein will have the meaning ascribed to them in any other policies and guidelines documents posted on the Website (including, without limitation, the Privacy Policy and the PeerDeal.com License Agreement), which documents are incorporated herein by this reference. As used in the TOU, “Licensed Asset” may refer to any media asset posted by you as well as a media asset licensed by you via a PeerDeal.com License Agreement.

C. The TOU apply to all users of the Website, including, without limitation, any individual or entity that is selling rights to Licensed Assets on the Website (a “Licensor”) and any individual or entity that is buying rights to same on the Website (a “Licensee”).

D. You acknowledge and agree that you are 18 years old or older and are fully able to enter into and comply with the terms and conditions set forth in the TOU. You further acknowledge and agree that you will use the Website in compliance with all applicable local, state, and federal laws and regulations. If you are acting on behalf of an entity (such as an employer) in your use of the Website, you represent and warrant that you have the authorized legal power to so use the Website and bind that entity to the TOU.

E. PeerDeal.com hereby grants you non-exclusive and non-transferable permission to access and use the Website in accordance with the TOU. However, the grant hereunder is revocable; PeerDeal.com may, at any time and in its sole discretion, refuse access to and use of the Website to anyone. (Note that the general grant herein to access and use the Website does not extend to any Licensed Asset offered for license by a Licensor; you must negotiate for and purchase the use of such Licensed Asset separately under a PeerDeal.com License Agreement.)

F. PeerDeal.com offers the Website from its facilities in the United States and makes no representations or guarantees that the Website is available for use elsewhere. Users who attempt to use the Website from elsewhere do so at their own risk and responsibility (in terms of, among other things, complying with applicable local laws).

2. Modifications to Terms of Use, Etc.

PeerDeal.com reserves the right to, in its sole discretion, modify the TOU and any other policies and guidelines documents posted on the Website (including, without limitation, the Privacy Policy and the PeerDeal.com License Agreement). Such modifications are effective upon posting. You should, therefore, periodically review the TOU and other policies and guidelines documents posted on the Website to ensure you have read the most recent versions. You agree to be bound by any modifications to the TOU and other policies and guidelines documents posted on the Website (including, without limitation, the Privacy Policy and the PeerDeal.com License Agreement). In particular, your continued use of the Website following the posting of any updates or modifications to the TOU and other policies and guidelines documents posted on the Website (including, without limitation, the Privacy Policy and the PeerDeal.com License Agreement) constitutes your acceptance of such changes. If you object to any provision of the TOU or these other documents or any subsequent modifications to the TOU or these other documents, your exclusive recourse is to immediately terminate use of the Website.

3. Modifications to and Suspension of Website

PeerDeal.com reserves the right to, in its sole discretion, modify the Website at any time, without notice or liability to you. In addition, PeerDeal.com reserves the right to, in its sole discretion, suspend or cease operation of the Website at any time, without notice or liability to you.

4. Links to Third Party Websites

Third party websites that may appear on the Website are not owned, controlled, or monitored by PeerDeal.com. PeerDeal.com assumes no liability whatsoever for any operation and privacy policies of or content contained on such third party websites. By using the Website, you expressly relieve PeerDeal.com from any and all liability arising from your use of any third party websites. Furthermore, PeerDeal.com does not warrant, endorse, or assume any responsibility for any third party products or services which may be advertised on the Website or hyperlinked websites.

5. Accounts

A. In order to participate in certain services and to access certain features of the Website, you must create a PeerDeal.com account. This is accomplished through registering on the Website where indicated. When creating your account, you agree to provide accurate, complete, and current information. You agree to keep your account information current by updating it when necessary. You agree that you have the legal right to use the email address(es) you provide.

B. You should not use another party’s PeerDeal.com account; you should have your own. Furthermore, you should not authorize another party to use your account. You are solely responsible for any and all activity that occurs on your account. Your account, username, and password are non-transferable by you. PeerDeal.com reserves the right to refuse or change any username for any reason whatsoever.

C. It is your responsibility to keep your account password confidential and secure. If you suspect a breach of security or an unauthorized use of your account, you should notify PeerDeal.com immediately without delay at support@peerdeal.com. PeerDeal.com assumes no liability for any losses caused by unauthorized use of your account; you, however, may be liable for PeerDeal.com’s or other’s losses owing to such unauthorized use.

D. To offer a Licensed Asset on the Website, a Licensor will be required to establish a payment account with a vendor approved and designated by PeerDeal.com, following any processes and guidelines dictated by PeerDeal.com. Unless you establish such a payment account, you will not be able to use the Website for transactions.

E. If a user of the Website is, in PeerDeal.com’s sole discretion, determined to violate the TOU, or other applicable PeerDeal.com documents, policies or guidelines, or otherwise engage in infringing behavior or behavior that is inconsistent with the spirit of the TOU, PeerDeal.com may investigate such violations or behavior and may take any action it deems appropriate, including without limitation, suspending or terminating a user’s access to the Website and account and reporting any suspected unlawful activity to law enforcement officials (and disclosing any user information to such officials), and pursuing any other remedy available at law or in equity.

F. PeerDeal.com may charge fees for the use of the Website by a Licensor and Licensee in connection with a PeerDeal.com License Agreement. Such fees may be included in the TOU or other applicable PeerDeal.com documents, policies or guidelines, including, without limitation, the FAQs section on the Website. PeerDeal.com may change these fees, in its sole discretion, by posting such changes, which modified fees will be prospectively put into effect for new (as opposed to existing) PeerDeal.com License Agreements. You agree that PeerDeal.com may obtain these fees from your account with the third party payment service (e.g., PayPal) through which your PeerDeal.com License Agreement has been transacted. If PeerDeal.com cannot so obtain these fees, you agree that PeerDeal.com may use other means to collect them and you will be responsible for any associated costs incurred by PeerDeal.com. Furthermore, in such event, PeerDeal.com may suspend or terminate your PeerDeal.com account in its sole discretion.

G. PeerDeal.com may provide you with notices (or, if applicable, serve process upon you) using any contact information (e.g., email address, postal address, or fax number) supplied by you in your account registration.

6. Provisions Specifically Applicable to You as a Licensor

A. You acknowledge and agree that you will post a Licensed Asset on the Website solely in accordance with the TOU and any other procedures, policies, and guidelines explicated on the Website, including without limitation the PeerDeal.com License Agreement. By posting a Licensed Asset on the Website, you acknowledge that you have read, understand, and agree to the terms and conditions of the PeerDeal.com License Agreement. In addition, by accepting an offer for licensing by a Licensee, you acknowledge that you have read, understand, and agree to the terms and conditions of such offer.

B. You will offer Licensed Assets for licensing on an asset-by-asset basis. That is, you will not group Licensed Assets together for licensing; a PeerDeal.com License Agreement covers one (1) Licensed Asset.

C. If you register a Licensed Asset on the Website, you will not register the same Licensed Asset or offer it for license on any other website.

D. While you may remove a Licensed Asset from the Website in accordance with any procedures, policies, and guidelines explicated on the Website, such removal will not affect any PeerDeal.com License Agreement already procured by a Licensee for that Licensed Asset. Similarly, if PeerDeal.com terminates your account or removes a Licensed Asset in accordance with the TOU or any other procedures, policies, and guidelines explicated on the Website, such termination or removal may not affect a PeerDeal.com License Agreement already procured by a Licensee for that Licensed Asset; and your obligations under such PeerDeal.com License Agreement will remain.

E. You will make the Licensed Asset available in any form or format as may be described by PeerDeal.com in any procedures, policies, and guidelines on the Website.

F. You have discretion in determining License Fees for Licensed Assets, so long as such License Fees meet any minimum amounts established by PeerDeal.com.

G. You acknowledge and agree that PeerDeal.com has no obligation to monitor a Licensee’s compliance with a PeerDeal.com License Agreement. PeerDeal.com will have no liability with respect to a Licensee’s compliance or lack thereof or with respect to the use of your Licensed Asset by a Licensee or any other third party.

H. If, as permitted under the TOU, PeerDeal.com removes any Licensed Asset that it determines to be inappropriate or violative and such Licensed Asset is the subject of a purchased PeerDeal.com License Agreement, you agree that Licensee or PeerDeal.com may (in addition to Licensee’s and PeerDeal.com’s other potential remedies) terminate such PeerDeal.com License Agreement and you will refund the License Fee to Licensee. In particular, in such case, you agree to allow PeerDeal.com or its third party payment management vendor to refund the License Fee to Licensee from your account.

I. You will be responsible for any taxes that might be due in respect of your PeerDeal.com License Agreement transactions hereunder.

J. You agree to keep a copy, electronic or otherwise, of any PeerDeal.com License Agreement that you enter into as Licensor. PeerDeal.com will provide you with an electronic copy of such PeerDeal.com License Agreement via email and/or through your PeerDeal.com account.

7. Provisions Specifically Applicable to You as a Licensee

A. You acknowledge and agree that you will purchase a license for a Licensed Asset on the Website solely in accordance with the TOU and any other procedures, policies, and guidelines explicated on the Website, including without limitation the PeerDeal.com License Agreement. By purchasing a license for a Licensed Asset on the Website, you acknowledge that you have read, understand, and agree to the terms and conditions of the PeerDeal.com License Agreement. In addition, by making an offer for purchasing a license, you acknowledge that you have read, understand, and agree to the terms and conditions of such offer. If you or a third party using your PeerDeal.com account use the Licensed Asset in an unauthorized or violative manner, PeerDeal.com may (in addition to Licensor’s and PeerDeal.com’s other potential remedies) suspend or terminate your account, or PeerDeal.com may elect to assist the Licensor in terminating any PeerDeal.com License Agreement to which you and Licensor are a party.

B. Any monies you send to Licensor via a third party payment service (e.g., PayPal) or otherwise are sent at your own risk, and PeerDeal.com shall not be deemed your representative for purposes thereof and shall have no liability in connection therewith. Note that all sales, as far as PeerDeal.com is concerned, are considered final. You may make an offer for a Licensed Asset so long as it meets any minimum License Fee amount, if any, that may from time to time be set by PeerDeal.com.

C. You will be responsible for any sales or other tax that might be due in respect of your License Agreement transactions hereunder.

D. You agree that any PeerDeal.com License Agreement that you enter into as a Licensee will become effective only after payment by you of the applicable License Fee and receipt thereof by Licensor via Licensor’s third party payment account or otherwise.

E. You agree to keep a copy, electronic or otherwise, of any PeerDeal.com License Agreement that you enter into as Licensee. PeerDeal.com will provide you with an electronic copy of such PeerDeal.com License Agreement via email and/or through your PeerDeal.com account.

8. Restrictions on Website Use

Your use of the Website is subject to the following:

A. You will not attempt to modify the Website in any manner or interfere with, disrupt, disable, or circumvent its operations, technologies, or security systems and features. Without limiting the foregoing, you will not upload, post, transmit, or otherwise make available any materials that contain viruses or other programs or elements intended to damage, hamper, or abolish the ability of the Website to function; and you will not upload, post, transmit, or otherwise make available any unauthorized “spam” or similar advertising on the Website or try to use the Website to gain advertising revenue – which also means that you will not embed any advertising whatsoever in any Licensed Asset posted by you.

B. You will not use the Website or any of its content for any purposes other than those contemplated in and authorized by the Website. In addition, you will not access or attempt to access any Licensed Asset posted by a Licensor on the Website or other Website content through any means other than as authorized or permitted on the Website.

C. You will not use the Website or any information attained from the Website to contact a Licensor or Licensee to make purchase or sale offers of any Licensed Asset outside of PeerDeal.com. In the event that a Licensor or Licensee contacts you to engage in purchase or sale transactions for Licensed Assets outside of PeerDeal.com, you will report such contact to support@peerdeal.com.

D. You will not upload, post, transmit, or otherwise make available any materials (including, without limitation, any Licensed Asset) on the Website that are infringing (such as, but not limited to, infringing on copyright or trademark rights, or rights of privacy or publicity), defamatory, slanderous, libelous, abusive, harassing, derogatory, discriminatory, obscene, or pornographic or any like manner, and that you will not use the Website in any way that violates any other laws or regulations (local, state, or federal) or rights of others. PeerDeal.com reserves the right to determine in its sole discretion whether content submitted by users (including, without limitation, any Licensed Asset) is appropriate and complies with the TOU. In its sole discretion and without notice, PeerDeal.com may remove such content and/or suspend or terminate a user’s account at any time if PeerDeal.com determines that such content is inappropriate or in violation of the TOU. PeerDeal.com is not liable in any manner whatsoever for content submitted by users that may be inappropriate or violative of the TOU, any law or the rights of others.

E. You will not copy, duplicate, sell, or otherwise similarly reproduce or offer the Website on a third party website or download or replicate the Website’s content. In particular and without limiting the foregoing, you will not engage in such behavior for any commercial purposes.

F. You will not use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the PeerDeal.com servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, PeerDeal.com grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. PeerDeal.com reserves the right to revoke these exceptions either generally or in specific cases.

G. You agree not to collect or harvest any personally identifiable information, including account names and email addresses, from the Website, nor to use the communication systems provided by the Website (e.g., comments, internal email, chat features, if any) for any commercial solicitation purposes. You will not solicit, for commercial purposes, any users of the Website with respect to their Licensed Assets or for any other commercial purpose.

H. You will not inhibit PeerDeal.com’s ability to collect its fees for the use of the Website from any third party payment service or otherwise.

9. Use of PeerDeal.com Content

A. Other than Licensed Assets specifically posted by Licensors or other like parties on the Website, all Website content (including, without limitation, all text, graphics, sounds, photographs, software, interactive features, and the “look and feel” of the Website) and any and all trademarks, service marks, and logos, and other proprietary information or materials contained therein are owned by PeerDeal.com or used by PeerDeal.com under license, subject to copyright and other intellectual property rights under the law. All Website content is provided to you “as is” for your personal and informational use only as authorized and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever (without first obtaining any necessary permissions from the applicable owners). PeerDeal.com reserves all rights not expressly granted in and to the Website and its content.

B. Any user comments, chat content, or the like are provided to you for personal and informational use only on an “as is” basis. PeerDeal.com is not liable in any manner whatsoever for the accuracy, usefulness, appropriateness, or intellectual property rights relating to such comments, chat content, or the like, and your use thereof is at your own risk.

C. When using the Website, you will be exposed to content from a variety of sources submitted by users. PeerDeal.com is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such submissions. You further understand and acknowledge that you may be exposed to user submissions that are inaccurate, offensive, indecent, or objectionable, and you hereby agree to and do waive any legal or equitable claims, rights, or remedies you have or may have against PeerDeal.com with respect thereto, and agree to indemnify and hold PeerDeal.com harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.

10. Posted Licensed Assets

A. You retain ownership rights in Licensed Assets posted by you on the Website. Notwithstanding that, you grant PeerDeal.com a royalty-free, perpetual, worldwide, irrevocable, non-exclusive, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, adapt, perform, and otherwise like exploit the Licensed Assets (and metadata or other information you provide linked thereto) posted by you in connection with the Website and any and all promotion and redistribution of all or part of the Website in any media formats and through any media channels. In addition, you grant each user of the Website a non-exclusive license to access your Licensed Assets through the Website and to use, reproduce, distribute, display, perform, and otherwise exploit the Licensed Assets as permitted through the functionality of the Website and under the TOU. You represent and warrant that you have any and all necessary rights to grant the licenses granted hereunder and that the use of the Licensed Assets as contemplated herein will not violate any applicable laws or third party rights.

B. While the licenses in paragraph 10.A. above granted by you in Licensed Assets terminate within a reasonable time after the removal of such Licensed Assets from the Website, you acknowledge and agree that PeerDeal.com may retain and store server copies of Licensed Assets that may have been removed, even after your use of the Website is terminated.

C. PeerDeal.com does not guarantee any confidentiality with respect to any Licensed Assets or any other content or information you post. You acknowledge and agree that PeerDeal.com has no liability with respect to any infringement (or alleged infringement) or other such misappropriation of any proprietary right in any Licensed Asset or other content or information you post or in any of your correspondences or other communications with PeerDeal.com.

D. You are solely responsible for any consequences of posting your Licensed Assets. You represent and warrant that you own or have the necessary rights, licenses, consents, permissions, and any other like authority to use and authorize the use of (by, without limitation, PeerDeal.com and Licensees) all copyright, trademark, patent, trade secret, publicity, or other proprietary rights in and to any and all Licensed Assets to permit inclusion and use of the Licensed Assets as contemplated by the TOU and the Website.

E. PeerDeal.com expressly disclaims any and all liability in connection with Licensed Assets. PeerDeal.com reserves the right to block, refuse to accept, or remove any Licensed Assets that PeerDeal.com deems, in its sole discretion, inappropriate or violative of the TOU or any law or the rights of others. In addition to these actions, PeerDeal.com may (at any time and without notice) terminate your account for posting such violative material. In particular and without limiting the foregoing, if PeerDeal.com is notified that a Licensed Asset infringes on another’s intellectual property rights, PeerDeal.com reserves the right to remove such Licensed Asset without notice.

11. Digital Millennium Copyright Act

Notice

A. PeerDeal.com will not tolerate infringement of intellectual property rights on the Website. It is PeerDeal.com’s policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If you are a copyright owner (or agent thereof) that believes that a Licensed Asset posted on the Website infringes your copyrights, you may submit a notification pursuant to the DMCA by providing PeerDeal.com’s designated agent with the following information in writing:

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 on the Website are covered by a single notification, a representative list of such works at that site.

3. 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 PeerDeal.com to locate the material. Providing URLs in the body of your correspondence is the best way to assist PeerDeal.com in locating content promptly.

4. Information reasonably sufficient to permit PeerDeal.com to contact the complaining party, such as an address, telephone number, and, if available, an email address.

5. A statement that the complaining party has 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.

6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Note that under U.S. copyright law, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

B. PeerDeal.com’s designated copyright agent to receive notifications and counter-notifications of claimed infringement is: Attention: Copyright Agent, PeerDeal.com, 23951 Arroyo Park Drive, Suite 166, Valencia, California, 91355, or by email at copyright@peerdeal.com. For clarity, only DMCA notices should go to the PeerDeal.com copyright agent. Other feedback, comments, or other communications should go to email address info@peerdeal.com, and requests for technical support and any other support should be directed to PeerDeal.com’s customer service at email address support@peerdeal.com . You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

C. If you have any questions or concerns regarding the requirements of the DMCA, please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) for more detail.

D. PeerDeal.com’s response to notices of infringement may include removing or disabling access to the allegedly infringing content and/or suspending or terminating the account of an infringing user. In addition, PeerDeal.com may record notices of alleged infringement on which it acts. PeerDeal.com will promptly terminate without notice the account of any user determined to be a repeat infringer.

Counter-Notice

If you believe that your Licensed Asset that was removed or to which access was disabled is not infringing, or that you have authority granted by the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your Licensed Asset, you may send a written counter-notice that includes the following to PeerDeal.com’s copyright agent:

1. Your physical or electronic signature.

2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or access to it was disabled.

3. A statement under penalty of perjury that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content. Note that under U.S. copyright law, you may be subject to liability if you materially misrepresent that content was removed or disabled by mistake or misidentification.

4. Your name, address, telephone number, and email address, and a statement that you consent to the jurisdiction of the judicial district in which PeerDeal.com may be found, and that you will accept service of process from the person who provided notification of the alleged infringement or an agent of such person.

12. Warranty and Liability Disclaimers

A. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PEERDEAL.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, ASSOCIATES, AFFILIATES, AND AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. PEERDEAL.COM MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE AVAILABILITY, RELIABILITY, SECURITY, ACCURACY OR COMPLETENESS OF THE WEBSITE OR THE CONTENT OF THE WEBSITE OR THE CONTENT OF ANY SITES LINKED TO IT. PEERDEAL.COM ASSUMES NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY (I) ERRORS, MISTAKES, RELIABILITIES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR USE OF THE WEBSITE, (III) ANY UNAUTHORIZED USE OF PEERDEAL.COM’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE.

B. PEERDEAL.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, ASSOCIATES, AFFILIATES, AND AGENTS ARE NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE WEBSITE, (III) ANY UNAUTHORIZED USE OF PEERDEAL.COM’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

C. YOU ACKNOWLEDGE AND AGREE THAT PEERDEAL.COM SHALL NOT BE LIABLE FOR USER SUBMISSIONS, LICENSED ASSETS, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM ANY OR ALL OF THESE RESTS SOLELY WITH YOU.

D. PeerDeal.com is not a party to any license agreement (i.e., a PeerDeal.com License Agreement or otherwise) between a Licensor and Licensee, makes no warranty of any kind in connection with any such license or Licensed Asset, and does not provide legal advice or services. (Website users, Licensors, and Licensees should always seek the advice of a qualified attorney or appropriate professional with any questions or concerns they might have regarding a legal matter.) PeerDeal.com simply serves to facilitate transactions between a Licensor and Licensee. PEERDEAL.COM HAS NO LIABILITY IN CONNECTION WITH A LICENSOR, LICENSEE, OR ANY PARTY ON ANY LEGAL THEORY FOR ANY DAMAGES OF ANY KIND ARISING IN CONNECTION WITH A LICENSE AGREEMENT (A PEERDEAL.COM LICENSE AGREEMENT OR OTHERWISE). CORRESPONDENCES, TRANSACTIONS, AND DEALINGS BETWEEN A LICENSOR AND LICENSEE, OR OTHER USERS OR ON THE WEBSITE, ARE SOLELY BETWEEN THESE PARTIES, AND PEERDEAL.COM IS NOT LIABLE FOR ANY DAMAGES OR LOSSES RESULTING FROM SAME. WITHOUT LIMITING ANY OF THE FOREGOING, AND FOR PURPOSES OF INFORMATION AND CLARIFICATION, PEERDEAL.COM IS NOT LIABLE IN ANY MANNER FOR ANY MATTERS IN RESPECT OF A LICENSOR’S AUTHORITY TO GRANT RIGHTS UNDER A PEERDEAL.COM LICENSE AGREEMENT, A LICENSEE’S AGREEMENT TO PAY A LICENSE FEE UNDER SUCH LICENSE AGREEMENT, OR A LICENSOR’S OR LICENSEE’S COMPLIANCE WITH SUCH LICENSE AGREEMENT; AND PEERDEAL.COM HAS NO LIABILTY FOR OR OBLIGATION TO INTERVENE WITH ANY DISPUTE THAT MAY ARISE BETWEEN LICENSOR AND LICENSEE OR ANY OTHER USERS OF THE WEBSITE.

E. PEERDEAL.COM PROVIDES THE WEBSITE AND ANY MATERIALS OR INFORMATION ON THE WEBSITE ON AN “AS IS, AS AVAILABLE, AND WITH ALL FAULTS” BASIS WITH NO WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SECURITY, RELIABILITY, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WHATSOEVER FOR DAMAGES RESULTING FROM ITS USE. YOUR USE OF THE WEBSITE, ITS CONTENT, OR ANY MATERIALS OR INFORMATION LINKED TO FROM THE WEBSITE IS SOLELY AT YOUR OWN RISK.

13. Indemnity

You agree to defend, indemnify, and hold harmless PeerDeal.com, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) resulting or arising from: (i) your access to, use of, and/or reliance on the Website; (ii) your violation of any provisions of the TOU; (iii) your violation of any third party right, including but not limited to, any copyright, trademark, property, or privacy right; (iv) any claim that your Licensed Asset(s) caused damage to a third party; and (v) communications, correspondences, or dealings between you and a third party found through the Website, including, without limitation, any transaction or licensing agreement (including, without limitation, a PeerDeal.com License Agreement) between you and a Licensor or Licensee. This indemnification obligation, along with any representations and warranties made by you and your payment obligations (and any other provisions which by their nature should survive termination) will survive the termination of the TOU, a PeerDeal.com License Agreement, and your use of the Website.

14. Assignment

You have no right to assign or transfer the TOU or any rights or licenses granted or any obligations hereunder. PeerDeal.com, in its sole discretion, may assign same without restriction.

15. Governing Law

The Website will be deemed to be based solely in California. The TOU will be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. You agree that any claim or dispute between you and PeerDeal.com that arises in whole or in part from your use of the Website will be decided exclusively by a court of competent jurisdiction located in Los Angeles, California. You and PeerDeal.com agree that any cause of action arising out of or related to the TOU must commence within one (1) year after such cause of action accrues. Otherwise, such cause of action is permanently barred.

16. Severability

If all or part of any provision of the TOU is deemed to be invalid, void, or for any reason unenforceable, such part(s) will be deemed severable and will not affect the validity and enforceability of the remaining provisions, which will remain in full force and effect. No waiver of any term of the TOU will be deemed a further or continuing waiver of such term or any other term, and PeerDeal.com’s failure to assert any right or provision under the TOU will not constitute a waiver of such right or provision.

17. Reporting Violations

Any violations of the TOU may be reported to PeerDeal.com at info@peerdeal.com.

18. Entire Agreement

The TOU (along with the Privacy Policy and any other legal notices posted on the Website and any terms incorporated herein by reference) will constitute the entire agreement between you and PeerDeal.com concerning the Website.

NOTE: PeerDeal.com provides the contents of this section for informational purposes only. PeerDeal.com does not provide legal advice or services. Please seek the advice of a qualified attorney with any questions or concerns regarding legal matters.