The Kind Life
UMBRELLA TERMS OF SERVICE

From the team at EQAL...

Thank you so much for checking out Umbrella! After 18 months of research and building, and then more building and the launch of a successful beta program, we are incredibly excited to offer people of all walks of life a software application that empowers you to create, join, or just browse a new breed of social website that will allow you to build, speak to, and aggregate your audience across the greater social web.

Our mission is to offer you a robust white-label social networking solution, superior technical resources and support, at a fair price. You own and control what you publish on Umbrella. You have cross-platform analytic tools and conversion metrics that stretch 3rd party API's to the fullest extent to truly allow you to know your audience. Site Owners and their designated administrators have immediate access to the Member Profile Data uploaded or collected on their Social Website(s) along with the ability to export the Member Data subject to the Privacy Policy.

Terms of Service
These Terms of Service contain general terms that apply to you as a user of Umbrella, along with additional Terms and Regulations (as set forth herein) that may apply to you as an Umbrella site owner. Umbrella is owned and operated by EQAL, Inc. ("EQAL"). When using Umbrella, you will also be subject to EQAL's Privacy Policy and any additional posted Regulations, policies or rules, which may be updated by us from time to time (collectively, the "Regulations"). These Regulations are part of this Agreement and are hereby incorporated by reference.

Please take the time to carefully read and understand these Terms of Service, along with any additional regulations and policies linked to from this page. By registering with us, using, or otherwise browsing Umbrella, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to, and accept these terms for any reason, you can stop using Umbrella at any time.

Umbrella is not directed to children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use Umbrella in any way. Any person who provides their personal information through Umbrella represents to us that they are 13 years of age or older.

If you are using or creating a Social Website on Umbrella as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity.

Your Content. Your Site.
EQAL does not claim any ownership rights in Your Content. After posting Your Content, you continue to retain ownership of Your Content, and you continue to have the right to use and license Your Content in any way you choose. The Content that you upload to any Social Website needs to comply with the terms of this Agreement. At any point, you can take Your Content from Your Social Website and cancel your account and EQAL does not retain any license rights except as provided herein.

Umbrella gives site owners powerful audience building and management tools. With this comes the responsibility to monitor and control your Social Website and own all of Your Code and Your Content. EQAL does not claim any ownership rights in Your Code or any of Your Content and it is expressly your responsibility to maintain the security of your account and social website. You are fully responsible for all activities that occur on the site and any other actions taken in connection with the site. You must not describe or assign keywords to your blog in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of any person, and EQAL may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause EQAL liability or harm. Your Content cannot be pornographic, libelous, or defamatory (please see our Privacy Policy for more information on what this means).

If you own an Umbrella Social Website, comment on a posting, contribute material to any Umbrella Social Website, or otherwise participate in any way with Umbrella including allowing any third party to make material available on your social website ("Content"), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By submitting Content on your social website, you grant EQAL a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free right and license to access, use, reproduce, store, modify, distribute, publicly display, publicly perform and create derivative works of your content solely for the purposes of displaying, promoting, and distributing your website. EQAL may also disclose non-identifying metrics regarding Your Content on an aggregated basis for advertising, marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. Without limiting the foregoing, EQAL reserves the right to retain copies of Content for archival purposes after termination of the Agreement.

As a Site Owner or Site Member you acknowledge that EQAL and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Social Website or Umbrella in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.

If you delete content, EQAL will use reasonable efforts to remove it from the website, but you acknowledge that caching or references to the Content may not be made immediately unavailable and portions of Your Content that may have been incorporated into Member profiles, RSS feeds or other features may not be able to be removed.

If a Social Website is removed from Umbrella, the Content associated with that Social Website may also be deleted at the discretion of the Site Owner or EQAL. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a Social Website. You should be aware that EQAL is not required and may not keep back-up copies of Content (including Your Content) on Umbrella once the Social Website or Content is deleted. Additionally, EQAL makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on Umbrella and you should independently back-up Your Content.

Your Code
You own Your Code. EQAL does not claim any ownership rights in Your Code. If you upload any of Your Code to Umbrella, subject to the licenses granted by you herein, you continue to have the right to use and license Your Code in any way you choose (and you are responsible for protecting those rights as appropriate). You may only upload Your Code, including design code, to Umbrella, for use on Your Social Website, provided that Your Code complies with the terms of this Agreement. At any point, you can take Your Code from Your Social Website and cancel your account and EQAL shall not retain any license rights, except as provided herein.

You hereby grant EQAL a non-exclusive, worldwide, perpetual, transferable, irrevocable, royalty-free right and license to access, use, reproduce, store, modify, distribute, publicly display, publicly perform and create derivative works of Your Code (a) for the purpose of operating, and making Your Social Website available on Umbrella and in all current and future media in which Umbrella may now or hereafter be distributed or transmitted; or (b) for promotional purposes. Additionally, you hereby grant EQAL a non-exclusive, world-wide, transferable, irrevocable, royalty-free right and license to continue using, reproducing, archiving, caching, creating derivative works, publicly displaying and performing in perpetuity, any of Your Code that is incorporated into Umbrella, provided that EQAL shall not use or distribute Your Code on a stand alone basis. The foregoing license does not limit EQAL's rights under any third party or open source license in which Your Code is licensed.

You are responsible for making sure that you have all rights in Your Code you upload or use and all rights that are necessary for you to grant the foregoing licenses to Your Code. You are solely responsible for ensuring that Your Code is compatible with any EQAL Technology. EQAL disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users of Your Social Website and is not responsible for protecting Your Code.

Payment
Umbrella cost $24.99USD per month and comes with a 30-day 100% satisfaction guarantee free trial.

You are responsible for paying all fees and applicable taxes associated with the services signed up for in a timely manner with a valid payment method. You authorize EQAL to charge your credit card, charge card, debit card, PayPal, Amazon, or financial institution account ("Payment Method") for all charges to your accounts with EQAL. Your Payment Method will be charged the current fee of $24.99 for the first month service you choose 30 days from the date that you click on the "Purchase" button in the ordering process. Currently, we offer monthly, and annual recurring payments. You agree that EQAL may automatically charge the fee to your Payment Method at the beginning of each recurring period. For example, if you choose a monthly payment plan, you will be billed every month on the anniversary date of the date you clicked the "Purchase" button. Additionally, we may offer a pre-pay payment option for payment of Premium Services ("Pre-Payment Plan"). If you opt for a Pre-Payment plan, your Payment Method will be charged the then-current fee for that Premium Service at the commencement of each renewal period.

You acknowledge and agree that any credit card and related billing and payment information that you provide to EQAL may be shared by EQAL with companies who work on EQAL's behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to EQAL and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. You agree to pay EQAL all charges incurred under your account for any Premium Service in which you or anyone else who uses your account (including children, family and friends) enroll in accordance with this Agreement and any applicable services policies and regulations. If your Payment Method fails or your account is deemed past due, (a) you agree to pay all amounts due on your account upon demand, (b) EQAL may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (c) EQAL reserves the right to either suspend or terminate your Premium Services or your account with EQAL, including deletion of your Social Website from Umbrella.

Except as may be set forth in the Termination section of this document, any fees charged to your account are non-refundable. You agree to submit any disputes regarding any charge to your account in writing to EQAL within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. Refunds (if any) made pursuant to such dispute, are at the discretion of EQAL.

You are responsible for paying any governmental taxes imposed on your use of Umbrella, including, but not limited to, sales, use, or value added taxes. If requested, you will promptly furnish to EQAL the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that EQAL is obligated to collect such taxes, the applicable tax will be added to your billing account.

EQAL may temporarily lower the fees for its services, promotional and new services, and such changes are immediately effective when EQAL posts the temporary promotional event or new service on Umbrella or EQAL.com. Any changes to fees related to site ownership that are not temporary or promotional will be effective fifteen (15) days after we provide you with notice by posting such changes on Umbrella. The changes shall only apply prospectively to the services you've purchased. All fees are quoted in U.S. Dollars.



EQAL Licenses
During and subject to the terms and conditions of this Agreement, EQAL hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to access and use Umbrella solely to enable your use of any EQAL services. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Network Code. You agree that, as between you and EQAL, all the intellectual property rights in Umbrella, which does not include Your Content or Your Code, are owned by EQAL or its licensors. EQAL makes specialized HTML tags ("Umbrella Template Tags") for the design and layout of social websites available for use with Umbrella ("Themes"). You are able to customize Template Tags to create your own derivative theme ("Customized Theme"). EQAL hereby grants and agrees to grant you an exclusive, non-transferable, non-sublicensable right and license to access, use, copy, adapt and create derivative works of Umbrella Template Tags only as needed to create additional Custom Themes for use with Umbrella. In return, you hereby grant and agree to grand EQAL an exclusive, perpetual, sublicensable and otherwise irrevocable, royalty-free right and license to use, copy, modify and create derivative works of any Custom Theme created by you, including any HTML code and media assets. The foregoing license shall terminate immediately upon expiration or termination of this Agreement or removal of Your Social Website from Umbrella by EQAL or you.

Operation Restrictions
Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:

Advertising
Umbrella site owners are permitted to advertise on their social websites. EQAL will not place advertisements on your social website. EQAL will not be responsible or liable for any loss or damage of any sort incurred as the result of any interactions or dealings with advertisers or as the result of the presence of such advertisers on your social website.

Independent Development
You agree that EQAL may be independently developing software, content and other products or Site Owner Services or other features or improvements to Umbrella that may be similar to Your Code and Your Content and nothing in the Agreement will be construed as restricting or preventing EQAL from creating or fully exploiting such software, content and other items, without any obligation to you.

Feedback
You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to Your Social Website or Umbrella (including the Network Code and Platform Code), including, on the EQAL blog, Site Owners Private GetSatisfaction Forum, or other venues dedicated to feedback discussion of Umbrella ("Feedback"). If you elect to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant EQAL a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use and otherwise exploit Feedback.

Support
If you are a Site Owner, EQAL provides online documentation and may offer direct customer support services to assist you in creating, maintaining, and enhancing Your Social Website(s). You are responsible for implementing and maintaining all support for Your Social Website(s), including answering questions from Your Network Users. This includes, if you've customized the Network Code yourself (only as authorized by EQAL), fixing bugs that Network Users might find and tell you about. EQAL will periodically update Umbrella and upgrade your site. EQAL will notify you in writing with a description of these changes to Umbrella to assist you.

Third Party Websites
Content from other Members or advertisers, including, information about third party products and services and any Third Party Applications, is made available to you through Social Websites ("Connected Services") on Umbrella. The inclusion of Third Party Content, and features on Umbrella does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and EQAL has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, EQAL or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Social Website) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using Umbrella you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use Umbrella at your own risk.

Representations and Warranties.
You hereby represent and warrant to EQAL that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of Umbrella including your promotional or other activities off Umbrella that relate to Your Social Website; (b) you have the right to grant to EQAL the rights granted herein and you own or have all necessary rights, title and interest in and to Your Code and Your Content; (c) Your Code and Your Content does not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content or Your Social Website contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with Umbrella, or intercept or expropriate any system data or personal information from Umbrella. In addition, all users agree not to do any of the following under any circumstances:

You agree not to authorize or encourage any third party to use Umbrella or any of Your Social Websites (and Your Social Websites will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify EQAL in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.

Copyright Infringement
It is EQAL's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). EQAL may remove any allegedly infringing Network Code or Content without any liability to you.

EQAL will promptly terminate without notice any Member's (including, for clarity, Site Member's or Site Owner's) access to Umbrella, including access to any Social Website, in appropriate circumstances where the Member is a "repeat infringer" of copyrights. Generally, EQAL will consider a Member a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content or Network Code posted by that Member anywhere on Umbrella. EQAL, however, reserves the right to identify and terminate Members under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that Member. Additionally, if a Site Owner continues to allow its Site Member's to post Content that is subject to notices of alleged copyright infringement, the Network may (at EQAL's sole discretion) be disabled.

Additionally, if you are a Site Owner, you agree to: promptly (and in any event in no more than 24 hours) address (including removing or disabling access to the allegedly infringing content for valid DMCA take down notices) any copyright owner's written notice (including any notices forwarded to you by EQAL) that specified Content or Network Code posted on Your Social Website infringes that third-party's rights (including copyrights), provided that the notice substantially complies with the requirements in the DMCA. If you receive a counter-notice from the applicable Member that substantially complies with the requirements of the DMCA instructing you to replace the allegedly infringing Content or Network Code, you agree to replace or cease disabling access to the Content or Network Code not less than ten (10) and no more than fourteen (14) days after receiving the counter notice, provided that the complaining party has not notified you that it has filed an action against the Member regarding the alleged infringement. You also agree to forward a copy of the counter notice to EQAL. EQAL strongly recommends that you consult with a legal professional to confirm your obligations under the DMCA. EQAL is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Social Website.

Member Profile Data
Through our EQAL Member and Site Owner Services, EQAL collects EQAL Member Data and Member Profile Data from Your Network Users and general information about a User's use of Your Social Website(s). If you are a Site Owner or Administrator, you agree that your access to this EQAL Member Data (including the email addresses provided by Network Users during the EQAL ACCOUNT registration process) as part of the management controls of Your Social Website(s) is subject to the EQAL Privacy Policy. In addition, subject to this Agreement, you may collect Member Profile Data from Your Social Website Users; if you do so, you hereby agree that such Member Profile Data shall not be used in a manner inconsistent with, or that causes EQAL to violate EQAL's Privacy Policy.

Member privacy is important to us. Therefore, if you are a Site Owner or an Administrator, you hereby agree that your use and disclosure of Member Profile Data and any EQAL Member Data shall: (a) comply with all Regulations; and (b) be reasonably protective of each Site Member's rights and in no event shall you observe standards of privacy and confidentiality in connection with the use and disclosure of EQAL Member Data or Member Profile Data that are less stringent than the standards set forth in the EQAL Privacy Policy.

You must clearly communicate on Your Social Website that Your Social Website uses EQAL ACCOUNT authentication (including, on each page on Your Social Website on which information is collected for purposes of EQAL ACCOUNT authentication) and that each of Your Network Users will be sharing the data they provide to you with EQAL. This is for clarity and to ensure Your Network Users are aware of this relationship.

Subject to this Agreement and each Site Member's rights, all Member Profile Data shall be the property of the applicable Site Owners. That being said, EQAL needs to run Your Social Website on Umbrella. To this end, as a Site Owner, you hereby grant EQAL a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicenseable, fully paid-up, royalty-free right and license to (i) use, reproduce, store, create derivative works of, distribute, publicly perform and display the Member Profile Data on or through Umbrella and in all current and future media in which Umbrella may be distributed; (ii) use and disclose the Member Profile Data and related metrics in an aggregate or other non-identifying manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with Umbrella; and (iii) use Member Profile Data for other purposes permitted by the EQAL Privacy Policy.

You acknowledge that EQAL may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Social Website. Accordingly, you agree that, within 24 hours of any email request by EQAL, you will: (a) delete all Member Profile Data and other personally identifiable information in your possession or control relating to a particular User as specified by EQAL; and (b) confirm such deletion in email notice to EQAL.

EQAL is not required to keep back-up copies of Member Profile Data on Umbrella once the Social Website or Member Profile Data is deleted. EQAL makes no guarantee that Member Profile Data will be safely stored on Umbrella. To be safe, you should independently back-up Member Profile Data.

Your Account
You need to register and create an EQAL ACCOUNT in order to become an Umbrella User, Site Member or Site Owner. You are responsible for keeping your EQAL ACCOUNT password secure. Your EQAL LOGIN is non-transferable. You will be solely responsible and liable for any activity that occurs under your EQAL ACCOUNT. EQAL reserves the right to log off, deactivate, cancel, or otherwise ban Member accounts that are inactive for an extended period of time.

When you create Your Social Website, EQAL gives you the ability to choose your own subdomain for Your Social Website (e.g.," music" in the example: http://music.EQAL.com) ("Network Subdomain"). You will be solely responsible and liable for any activity that occurs under Your Social Website's Subdomain. EQAL maintains ownership of your Network Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Network Subdomain on Umbrella. You may also choose to use your own domain for your Social Website at no additional cost and EQAL will provide you with documentation to properly point your domain to our servers.

You may not use anyone else's account, EQAL ACCOUNT, Network Subdomain, or personal domain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. EQAL will not be liable for any loss that you may incur as a result of someone else using your EQAL ACCOUNT, Network Subdomain, personal domain, or password, either with or without your knowledge. However, you may be held liable for losses incurred by EQAL or another party due to someone else using your EQAL ACCOUNT, Network Subdomain, or password. In other words, please be careful with your identity and passwords.

Disclaimer of Warranties
YOUR USE OF UMBRELLA, AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-EQAL CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. UMBRELLA AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-EQAL CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVACCOUNTED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EQAL AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. EQAL AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT UMBRELLA, OR ANY NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-EQAL CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT UMBRELLA OR THE SERVER THAT MAKES UMBRELLA AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EQAL MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON UMBRELLA OR YOUR SOCIAL WEBSITE (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR SOCIAL WEBSITE OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY NON-EQAL CODE WITH ANY EQAL TECHNOLOGY. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF UMBRELLA IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EQAL OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM UMBRELLA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Indemnity
You agree to indemnify, defend, and hold harmless EQAL, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to:

EQAL reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of EQAL. EQAL will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Interactions with Users and Members
Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Site Member or Site Owner), EQAL is under no obligation to become involved.

You release EQAL, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California resident, you waive 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." And, if you are not a California resident, you waive any applicable state statutes of a similar effect.

Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL EQAL OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCACCOUNTENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF EQAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE UMBRELLA; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) $100 AND (ii) THE TOTAL AMOUNTS PAACCOUNT TO EQAL BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVACCOUNTED ON ANY THIRD PARTY SITES OR OTHERWISE PROVACCOUNTED BY ANY THIRD PARTIES OTHER THAN EQAL (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON UMBRELLA OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESACCOUNTE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

Amendments
We may amend, modify, change, add or remove portions of this Agreement or any Regulations at any time without notice to you by posting a revised version on www.EQAL.com or elsewhere on Umbrella. The revised version will be effective at the time we post it. Please check this Agreement and any Regulations periodically for changes. Your continued use of Umbrella after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above. However, if the revised version includes a material change, it will be effective for an existing User (including EQAL Member, Site Member or Site Owner) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted to www.EQAL.com or elsewhere on Umbrella. The revised version will apply to you immediately if you are a User who registers or first uses Umbrella on or after the posting of the revised version.

Termination
You acknowledge that EQAL may terminate your account (which is separate from a Site Owner's right to terminate your account), and remove your EQAL ACCOUNT, Content and Member Profile Data, as well as disable your access to any and all Social Websites and Umbrella, in accordance with the terms of this Agreement. If you are a Site Member or user, you acknowledge that nothing in any agreement (or related policies) you may be subject to with any Site Owner or other party will alter, impair, supersede, amend or otherwise affect in any way any terms of this Agreement, any Regulations or EQAL's Privacy Policy.

This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your membership within any Social Website on Umbrella at any time and for any or no reason by following the instructions on the "Account" page while logged in to a Social Website. Additionally, you may terminate your EQAL ACCOUNT and end your use of Umbrella at any time and for any reason by contacting us at support@EQAL.com or at the address set forth herein in the "Contacting EQAL" Section.

EQAL has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of Umbrella or any Social Website, (ii) remove and discard any Network Code or Content within any Social Website or anywhere on Umbrella or (iii) shut down a Social Website, with or without notice, and with no liability of any kind to you. If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.

Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Code, Your Content, Your Member Profile Data or Your Social Website(s). EQAL will not have any obligation to assist you in migrating your data, Your Content, Your Member Profile Data, Your Code or Your Social Website(s) off of Umbrella and EQAL does not keep any back up of any of Your Content or Your Member Profile Data. EQAL is not responsible for deleting Your Code, Network Code or Content on your behalf. Note that, even if Your Code, Network Code or Content is deleted from EQAL's active servers, it may remain in our archives (but we have no obligation to archive or back-up Your Code or such Network Code or Content), and subject to the licenses set forth in this Agreement.



Governing Law
This Agreement shall be governed by the laws of the State of California without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.

Relationship of the Parties
The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that EQAL has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

United States Export Controls
You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, you agree that you shall not -- directly or indirectly -- sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from EQAL under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, EQAL from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.

Waivers
The failure of EQAL to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

You may not delegate your duties under this Agreement or assign this Agreement or your EQAL accounts or EQAL IDs, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. EQAL may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.

This Agreement, which incorporates the EQAL Privacy Policy and the Regulations, constitutes the entire agreement between you and EQAL and governs your use of Umbrella, superseding any prior agreements (whether written or oral) between you and EQAL regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.

The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.

EQAL may provide you with notices, including those regarding changes to this Agreement or any of EQAL's terms and conditions, by email, regular mail, or postings on Umbrella. Notice will be deemed given twenty-four (24) hours after email is sent, unless EQAL has previously been notified that the email address is invalid. Notices not pertaining to any amendments to this Agreement or any Regulations (such as notices relating to technical changes to Umbrella) are deemed given two (2) days following the initial posting.

33. Contacting EQAL
You may contact EQAL in the following ways:

E-Mail:
support@EQAL.com
Postal:
EQAL, Inc.
15260 Ventura Boulevard, Suite 800
Sherman Oaks, CA 91403