Showchange.com Terms of Use Agreement

April 28, 2008

Showchange a.k.a. showchange.com (the "Site") is an image sharing service that allows Users (as defined in the following paragraph) to store images and share them across the internet and create unique personal profiles online. Showchange.com allows Users to upload images, create a complete webpage and associate them with a unique URL to create online access to the images for themselves and others, on the site. The services offered by chowchange.com include the Site, image sharing, other features (for example, comments, ratings), and any other features, content, mobile services, showchange.com branded URLs or applications offered from time to time by showchange.com in connection with showchange.com's business (collectively, the "Showchange Services") The Showchange Services are hosted in the United States.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Showchange Services. Use of the Site is also governed by the Showchange Privacy Policy, which is incorporated into this Agreement by this reference. By using the Showchange Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse or use the Site, including through a mobile device, or otherwise use the Showchange Services without being registered) or you are a "Member" (which means that you have registered with showchange.com). The term "User" refers to a Visitor or a Member. You are only authorized to access this Site or to use the Showchange Services, including materials and services contained in the Site (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement carefully and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the Site and discontinue use of the Showchange Services immediately. If you wish to make use of the Showchange Services, read this Agreement and reaffirm your acceptance during the registration process.

This Agreement includes Showchange's policy for acceptable use of the Showchange Services and Content (as defined in Section 6.1 below) posted on or through the Showchange Services and your rights, obligations and restrictions regarding your use of the Showchange Services and Content posted on or through the Showchange Services. In order to participate in certain Showchange Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Showchange. Unless otherwise provided by the additional terms and conditions applicable to the Showchange Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

Showchange may modify or amend this Agreement without notice at any time and such modification will be effective upon posting by Showchange on the Site. Your continued use of the Showchange Services after Showchange posts a revised Agreement signifies your acceptance of the revised Agreement. 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 or through the Showchange Services and that you make available directly or indirectly to other Users. Your Showchange profile and any Content that you upload to Showchange may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other Showchange Users (for instance, in their profile or images) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Showchange assumes no responsibility or liability for this material. If you become aware of misuse of the Showchange Services by any person, please click on the "Report this page" link on the image view pages.

Showchange reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including images) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Showchange Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Showchange expressly reserves the right to remove any or all of your images, videos, account and profile and/or to deny, restrict, suspend, or terminate your access to all or any part of the Showchange Services if Showchange determines, in its sole discretion, that you have violated this Agreement or pose a threat to Showchange and/or its Users.

1. Eligibility. Use of the Showchange Services and/or registration to be a Member for the Showchange Services ("Membership") is void where prohibited. By using the Showchange 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 14 years of age or older; and (d) your use of the Showchange Services does not violate any applicable law or regulation.

2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Showchange Services. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Showchange may terminate your Membership at any time, without warning for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership and/or your use of the Showchange Services is terminated, this Agreement will remain in effect in its entirety.

3. Fees. You acknowledge that Showchange reserves the right to charge for any portion of the Showchange Services and to change its fees (if any) from time to time in its discretion. You will have the option to cancel your account before any fees are charged. If Showchange terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

4. Password. When you sign up to become a Member, 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 Member at any time or to disclose your password to any third party. You agree to notify Showchange 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.

5. Use by Users. The Showchange Services are for the personal use of Users and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically endorsed or authorized byShowchange. Showchange reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Showchange Services, including collecting usernames, user id numbers, and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site, or employing third-party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from images, videos and/or Member profiles without notice or explanation and may result in termination of Membership privileges. Showchange reserves the right to take appropriate legal action for any illegal or unauthorized use of the Showchange Services.

6. Proprietary Rights in Content on Showchange.

6.1 Showchange does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the Showchange Services. By displaying or publishing ("posting") any Content on or through the Showchange Services, you hereby grant to Showchange and other users a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such Content, including without limitation distributing part or all of the Site in any media formats through any media channels. Content will be publicly available, and Showchange and other Users may copy or display Content outside of the Showchange Services through the quick link feature or through any other display mechanisms.

6.2 You represent and warrant that: (i) you own the Content posted by you on or through the Showchange Services or otherwise have the right to grant the license set forth in this section, (ii) the posting and use of your Content on or through the Showchange Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and (iii) the posting of your Content on the Site does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of Content you post on or through the Showchange Services.

6.3 The Showchange Services contain Content of Showchange ("Showchange Content"). Showchange Content is protected by copyright, trademark, patent, trade secret and other laws, and Showchange owns and retains all rights in the Showchange Content and the Showchange Services. Showchange hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Showchange Content (excluding any software code) solely for your personal use in connection with viewing the Site and using the Showchange Services.

6.4 The Showchange Services contain Content of Users and other Showchange licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Showchange Services.

6.5 Showchange performs technical functions necessary to offer the Showchange Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Showchange Services.

7. Content Posted.

7.1 Showchange may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of Showchange violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Showchange assumes no responsibility for monitoring the Showchange Services for inappropriate Content or conduct. If at any time Showchange chooses, in its sole discretion, to monitor the Showchange Services, Showchange 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.

7.2 You are solely responsible for the Content that you post on or through any of the Showchange Services, and any material or information that you transmit to other Users and for your interactions with other Users.

8. Content/Activity Prohibited. You must use the Showchange Services in a manner consistent with any and all applicable laws and regulations. The following are examples of the kind of Content that is illegal or prohibited to post on or through the Showchange Services. Showchange reserves the right to investigate and take appropriate legal action against anyone who, in Showchange's sole discretion, violates this provision, including without limitation, removing the offending Content from the Showchange Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Showchange:

8.1 is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

8.2 harasses or advocates harassment of another person;

8.3 exploits people in a sexual or violent manner;

8.4 contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;

8.5 solicits personal information from anyone under 18;

8.6 publicly posts information that poses or creates a privacy or security risk to any person;

8.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

8.8 constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work;

8.9 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

8.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

8.11 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;

8.12 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

8.13 involves commercial activities and/or sales without prior written consent from Showchange such as contests, sweepstakes, barter, advertising, or pyramid schemes;

8.14 includes a photograph or video of another person that you have posted without that person's consent; or

8.15 violates the privacy rights, publicity rights, defamation rights, copyrights, trademark rights, contract rights or any other rights of any person.

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

8.16 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;

8.17 advertising to, or solicitation of, any User to buy or sell any products or services through the unauthorized or impermissible use of the Showchange Services. You may not transmit any chain letters or junk email to other Users.

8.18 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Showchange Services;

8.19 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

8.20 covering or obscuring the banner advertisements on your personal profile page, or any Showchange page via HTML/CSS or any other means;

8.21 including any HTML, CSS or other coding on your personal profile page;

8.22 any automated use of the system, such as, but not limited to, using scripts to send images or videos;

8.23 interfering with, disrupting, or creating an undue burden on the Showchange Services or the networks or services connected to the Showchange Services;

8.24 impersonating or attempting to impersonate another User, person or entity;

8.25 using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

8.26 selling or otherwise transferring your profile;

8.27 using any information obtained from the Showchange Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;

8.28 displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Showchange Services on behalf of that person or

8.29 using the Showchange Services in a manner inconsistent with any and all applicable laws and regulations.

9. Member Disputes. You are solely responsible for your interactions with other Members. Showchange reserves the right, but has no obligation, to resolve or arbitrate disputes between you and other Members.

10. Disclaimers. Showchange is not responsible for and makes no warranties, express or implied, as to the Content or the accuracy and reliability of the Content posted on or through the Showchange Services, whether caused by Users of the Showchange Services or by any of the equipment or programming associated with or utilized in the Showchange Services and such Content does not necessarily reflect the opinions or policies of Showchange. Profiles and third-party applications created and posted by Users on the Site may contain links to other websites. Showchange 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 Showchange. Inclusion of any linked website on the ShowchangeServices does not imply approval or endorsement of the linked website by Showchange. When you access these third-party sites, you do so at your own risk. Showchange takes no responsibility for third-party advertisements or third-party applications that are posted on or through the Showchange Services, nor does it take any responsibility for the goods or services provided by its advertisers. Showchange is not responsible for the conduct, whether online or offline, of any User of the Showchange Services. Showchange 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 communication. Showchange 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 Showchange 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 Showchange Services. Under no circumstances shall Showchange be responsible for any loss or damage, including personal injury or death, resulting from use of the Showchange Services, from any Content posted on or through the Showchange Services, or from the conduct of any Users of the Showchange Services, whether online or offline. The Showchange Services are provided "AS-IS" and as available and Showchange expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Showchange cannot guarantee and does not promise any specific results from use of the Showchange Services.

13. Limitation on Liability. IN NO EVENT SHALL SHOWCHANGE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SHOWCHANGE SERVICES, EVEN IF SHOWCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SHOWCHANGE'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 SHOWCHANGE FOR THE SHOWCHANGE SERVICES DURING THE TERM OF MEMBERSHIP.

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

15. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. You and Showchange agree to submit to the exclusive jurisdiction of the courts located within the State of New York to resolve any dispute arising out of the Agreement or the Showchange Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

15. Indemnity. You agree to indemnify and hold Showchange, 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 Showchange 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 in this Agreement and/or if any Content that you post on or through the Showchange Services causes Showchange to be liable to another.

16. Protecting Copyrights and Other Intellectual Property. Showchange respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Showchange has the right to terminate the Membership of infringers.

If you believe your work has been copied and posted on or through the Showchange Services in a way that constitutes copyright infringement, please send Showchange's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Showchange Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a 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; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Showchange's Copyright Agent for notification of claimed infringement can be reached as follows: admin@showchange.com Showchange provides certain tools and technologies to help facilitate copyright owners'; control over their copyrighted works.

17. Other. This Agreement is accepted upon your use of the Site or any of the Showchange Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Showchange regarding the use of the Showchange Services. The failure of Showchange 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. 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: support@showchange.com with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.