iTaggit Inc. Terms of Use Agreement - July 2006

iTaggit Inc. is a web-based service that allows subscribers to manage, communicate, research, discover, and connect with others based on items that they value. The services offered by iTaggit Inc. ("iTaggit Inc." or "we") include the iTaggit Inc. website (the "iTaggit Website"), the iTaggit Inc. collection services, the iTaggit Inc. category management services, and any other features, content, or applications offered from time to time by iTaggit Inc. in connection with the iTaggit Website (collectively, the "iTaggit Services"). The iTaggit Services are hosted in the U.S.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the iTaggit Services. By using the iTaggit Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the iTaggit Website) or you are a "Subscriber" (which means that you have registered with iTaggit Inc.). The term "User" refers to a Visitor or a Subscriber. You are only authorized to use the iTaggit Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the iTaggit Website and discontinue use of the iTaggit Services immediately. If you wish to become a Subscriber, communicate with other Subscribers and make use of the iTaggit Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes iTaggit Inc.'s policy for acceptable use of the iTaggit Services and Content (as defined below) posted on the iTaggit Website, your rights, obligations and restrictions regarding your use of the iTaggit Services and iTaggit Inc.'s Privacy Policy. In order to participate in certain iTaggit Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the iTaggit Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at:info@iTaggit.com and reference the Terms of Use Agreement.

iTaggit Inc. may modify this Agreement from time to time and such modification shall be effective upon posting by iTaggit Inc. on the iTaggit Website. You agree to be bound to any changes to this Agreement when you use the iTaggit Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on iTaggit.com and that you provide to other Users. Your iTaggit.com postings may not include the following items: telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other iTaggit.com Subscribers (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and iTaggit.com expressly disclaims any responsibility or liability for this material. If you become aware of misuse of the iTaggit Services by any person, please contact iTaggit at info@iTaggit.com and reference Service Abuse in the subject line.

iTaggit Inc. reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the iTaggit Services at any time, for any or no reason, with or without prior notice, and without liability of any kind.

Eligibility. Use of and Subscribership in the iTaggit Services is void where prohibited. By using the iTaggit Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the iTaggit Services does not violate any applicable law or regulation. Your profile may be deleted and your Subscribership may be terminated at any time without warning and in our sole discretion, if we believe that you are under 13 years of age.

Term. This Agreement shall remain in full force and effect while you use the iTaggit Services or are a Subscriber. You may terminate your Subscribership at any time, for any reason, by following the instructions on the Subscriber's Account Settings page. iTaggit Inc. may terminate your Subscribership at any time, without warning. Even after Subscribership is terminated, this Agreement will remain in effect.

Fees. You acknowledge that iTaggit Inc. reserves the right to charge for the iTaggit Services and to change its fees from time to time in its discretion. If iTaggit Inc. terminates your Subscribership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

Password. When you sign up to become a Subscriber, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Subscriber at any time or to disclose your password to any third party. You agree to notify iTaggit Inc. immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

Non-commercial Use by Subscribers. The iTaggit Services are for the personal use of Subscribers only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by iTaggit Inc.. Illegal and/or unauthorized use of the iTaggit Services, including collecting usernames and/or email addresses of Subscribers by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the iTaggit Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Subscriber profiles without notice and may result in termination of Subscribership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the iTaggit Services.

Proprietary Rights in Content on iTaggit.com.
iTaggit Inc. does not claim any ownership rights in the text, files, images, photos, video, sounds, links, works of authorship, or any other materials (collectively, "Content") that you post to the iTaggit Services. After posting your Content to the iTaggit Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the iTaggit Services, you hereby grant to iTaggit Inc. a non-exclusive, fully-paid, royalty-free, fully sublicensable, worldwide limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content (in whole or in part) solely on and through the iTaggit Services.  You also permit any User to access, display, view, store and reproduce such content for personal use.

Without this license, iTaggit Inc. would be unable to provide the iTaggit Services. For example, without the right to modify Subscriber Content, iTaggit Inc. would not be able to digitally compress uploaded files that Subscribers submit or otherwise format Content to satisfy technical requirements, and without the right to publicly perform Subscriber Content, iTaggit Inc. could not allow Users to access files posted by Subscribers. The license you grant to iTaggit Inc. is non-exclusive (meaning you are free to license your Content to anyone else in addition to iTaggit Inc.), fully-paid and royalty-free (meaning that iTaggit Inc. is not required to pay you for the use on the iTaggit Services of the Content that you post), sublicensable (so that iTaggit Inc. is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the iTaggit Services), and worldwide (because the Internet and the iTaggit Services are global in reach). This license will terminate at the time you remove your Content from the iTaggit Services. The license does not grant iTaggit Inc. the right to sell your Content, nor does the license grant iTaggit Inc. the right to distribute your Content outside of the iTaggit Services.

You represent and warrant that: (i) you own the Content posted by you on or through the iTaggit Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the iTaggit Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you to or through the iTaggit Services.
The iTaggit Services contain Content of iTaggit Inc. ("iTaggit Inc. Content"). iTaggit Inc. Content is protected by copyright, trademark, patent, trade secret and other laws, and iTaggit Inc. owns and retains all rights in the iTaggit Inc. Content and the iTaggit Services. iTaggit Inc. hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the iTaggit Inc. Content (excluding any software code) solely for your personal use in connection with viewing the iTaggit Website and using the iTaggit Services.  iTaggit Inc. does not grant you any licenses, express or implied, to the intellectual property of iTaggit Inc. or its licensors except as expressly stated in this Agreement.

The iTaggit Services contain Content of Users and other iTaggit Inc. licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the iTaggit Services.

Use Restrictions.  You agree that you will use the iTaggit Website and iTaggit Services in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the iTaggit Website to upload, transmit or otherwise distribute any content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as determined by iTaggit Inc.; (ii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the iTaggit Website; or (iv) use the iTaggit Website for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. iTaggit Inc. reserves the right, but shall have no obligation, to investigate your use of the iTaggit Website in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

Content Posted.
iTaggit Inc. may delete any Content that in the sole judgment of iTaggit Inc. violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. iTaggit Inc. assumes no responsibility for monitoring the iTaggit Services for inappropriate Content or conduct. If at any time iTaggit Inc. chooses, in its sole discretion, to monitor the iTaggit Services, iTaggit Inc. nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. You are solely responsible for the Content that you post on or through any of the iTaggit Services, any material or information that you transmit to other Subscribers, and for your interactions with other Users. iTaggit Inc. does not endorse and has no control over the Content. Content is not necessarily reviewed by iTaggit Inc. prior to posting and does not necessarily reflect the opinions or policies of iTaggit Inc. iTaggit Inc. makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Users or that is transmitted by other Users to you.

Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the iTaggit Services. iTaggit Inc. reserves the right to investigate and take appropriate legal action against anyone who, in iTaggit Inc.'s sole discretion, violates this provision, including without limitation, removing the offending communication from the iTaggit Services and terminating the Subscribership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of iTaggit Inc.: is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person; exploits people in a sexual or violent manner; contains nudity, violence, or offensive subject matter or contains a link to an adult website; solicits personal information from anyone under 18;
provides any telephone numbers, street addresses, last names, URLs or email addresses; promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music, video, photos or links to pirated files; involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; includes a photograph of another person that you have posted without that person's consent.

The following is a partial list of the kind of activity that is illegal or prohibited on the iTaggit Website and through your use of the iTaggit Services. iTaggit Inc. reserves the right to investigate and take appropriate legal action against anyone who, in iTaggit Inc.'s sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
advertising to, or solicitation of, any Subscriber to buy or sell any products or services through the iTaggit Services. You may not transmit any chain letters or junk email to other Subscribers. It is also a violation of these rules to use any information obtained from the iTaggit Services in order to contact, advertise to, solicit, or sell to any Subscriber without their prior explicit consent. In order to protect our Subscribers from such advertising or solicitation, iTaggit Inc. reserves the right to restrict the number of emails which a Subscriber may send to other Subscribers in any 24-hour period to a number which iTaggit Inc. deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the iTaggit Services, you acknowledge that you will have caused substantial harm to iTaggit Inc., but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay iTaggit Inc. $50 for each such unsolicited email or other unsolicited communication you send through the iTaggit Services;
covering or obscuring the banner advertisements on your personal profile page, or any iTaggit Inc. page via HTML/CSS or any other means;
any automated use of the system, such as using scripts to add friends or send comments or messages;
interfering with, disrupting, or creating an undue burden on the iTaggit Services or the networks or services connected to the iTaggit Services;
attempting to impersonate another Subscriber or person;
using the account, username, or password of another Subscriber at any time or disclosing your password to any third party or permitting any third party to access your account;
selling or otherwise transferring your profile;
using any information obtained from the iTaggit Services in order to harass, abuse, or harm another person;
displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the iTaggit Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your "Top 8" friends, or sending private messages with a commercial purpose; or
using the iTaggit Services in a manner inconsistent with any and all applicable laws and regulations.

Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of iTaggit Inc. to terminate Subscribership privileges of any Subscriber who repeatedly infringes the copyright rights of others upon receipt of prompt notification to iTaggit Inc. by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the iTaggit Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the iTaggit Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Send any notices of suspected Copyright Infringement issues to info@itaggit.com and reference Copyright Issues in the subject line.

Subscriber Disputes. You are solely responsible for your interactions with other iTaggit Inc. Subscribers. iTaggit Inc. reserves the right, but has no obligation, to monitor disputes between you and other Subscribers.

Privacy. Use of the iTaggit Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

Disclaimers. iTaggit Inc. is not responsible for any incorrect or inaccurate Content posted on the iTaggit Website or in connection with the iTaggit Services, whether caused by Users of the iTaggit Services or by any of the equipment or programming associated with or utilized in the iTaggit Services. Profiles created and posted by Subscribers on the iTaggit Website may contain links to other websites. iTaggit Inc. is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by iTaggit Inc. Inclusion of any linked website on the iTaggit Services does not imply approval or endorsement of the linked website by iTaggit Inc. When you access these third-party sites, you do so at your own risk. iTaggit Inc. takes no responsibility for third party advertisements which are posted on this iTaggit Website or through the iTaggit Services, nor does it take any responsibility for the goods or services provided by its advertisers. iTaggit Inc. is not responsible for the conduct, whether online or offline, of any User of the iTaggit Services. iTaggit Inc. assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Subscriber communication. iTaggit Inc. is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the iTaggit Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the iTaggit Services. Under no circumstances shall iTaggit Inc. be responsible for any loss or damage, including personal injury or death, resulting from use of the iTaggit Services, attendance at a iTaggit Inc. event, from any Content posted on or through the iTaggit Services, or from the conduct of any Users of the iTaggit Services, whether online or offline. The iTaggit Services are provided "AS-IS" and as available and iTaggit Inc. expressly disclaims any warranty of MERCHANTABILITY, fitness for a particular purpose, NON-INTERFERENCE or non-infringement. iTaggit Inc. cannot guarantee and does not promise any specific results from use of the iTaggit Services.  

Limitation on Liability. IN NO EVENT SHALL ITAGGIT INC. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF ITAGGIT INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ITAGGIT INC.'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ITAGGIT INC. FOR THE ITAGGIT SERVICES DURING THE TERM OF MEMBERSHIP.

U.S. Export Controls. Software available in connection with the iTaggit Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the iTaggit Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

Disputes. If there is any dispute about or involving the iTaggit Services, you agree that the dispute shall be governed by the laws of the State of Texas, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Texas, City of Austin. Either iTaggit Inc. or you may demand that any dispute between iTaggit Inc. and you about or involving the iTaggit Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Austin, Texas, USA, provided that the foregoing shall not prevent iTaggit Inc. from seeking injunctive relief in a court of competent jurisdiction.

Indemnity. You agree to indemnify and hold iTaggit Inc., its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the iTaggit Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the iTaggit Website or through the iTaggit Services causes iTaggit Inc. to be liable to another.

Other. This Agreement is accepted by you upon your use of the iTaggit Website or any of the iTaggit Services and is further affirmed by you becoming a Subscriber. This Agreement constitutes the entire agreement between you and iTaggit Inc. regarding the use of the iTaggit Services. The failure of iTaggit Inc. to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. iTaggit Inc. is a trademark of iTaggit, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: info@iTaggit.com with any questions regarding this Agreement.