ONLINE TERMS OF USE

THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THIS SITE LOCATED AT WWW.THEORY11.COM ON THE WORLD WIDE WEB (THE "SITE") OF THEORY11 (“THEORY11”), AND ARE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THE SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.

General Use Restrictions

All information, documents, products, software and services provided on this Site, including trademarks, logos, graphics and images (collectively the "Materials") are provided to you by THEORY11.

THEORY11 grants you the limited right to display the Materials only on your personal computer, and to copy and download the Materials displayed on this Site, provided that: (1) both the THEORY11 copyright notice (© 2007 THEORY11, LLC) and the permission notice, set forth in this paragraph, appear in the Materials so displayed, copied or downloaded, (2) such display, copy or download is solely for your personal or internal informational use (that is, not distributed or otherwise transmitted outside of your home or company, or otherwise broadcast in any media) and (3) your use complies with any other license terms that are provided with respective portions of the Materials. You acknowledge and agree that you have no right to modify, edit, alter, distribute, publicly perform, display or enhance any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded and printed Materials.

Except as stated herein, you acknowledge that you have no right, title or interest in or to the Materials on any legal basis, without the advance written authorization of THEORY11.

Third Party Content

Certain information and content may be provided by third parties to THEORY11 (“Third Party Content”). The Third Party Content is, in each case, the copyrighted work of the creator/licensor, and may be subject to terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding such terms. THEORY11 DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

No Framing

You agree not to “frame” or “mirror” any Materials or Third Party Content contained on or accessible from this Site on any other server or Internet-based device without the advance written authorization of THEORY11 or its licensors, respectively.

Third Party Interaction

In your use of the Site, you may enter into correspondence with, purchase goods and/or services, or participate in promotions of advertisers or members or sponsors showing their goods and/or services on or advertised through the Site. Unless otherwise stated, any such correspondence, purchase or promotion, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. You agree that THEORY11 has no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.

Links to Third Party Sites

This Site may be linked to other sites on the World Wide Web or Internet which are not under the control of or maintained by THEORY11. Such links do not constitute an endorsement by THEORY11 of those sites. You acknowledge that THEORY11 is providing these links to you only as a convenience, and further agree that THEORY11 is not responsible for the content of such sites. Your use of other sites is subject to the terms of use and privacy policies located on the linked sites.

Restricted Areas of the Site

Certain functions of the Site are restricted to authorized users or require you to provide personal information (“Restricted Areas”). If you are an authorized user of the Restricted Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password or your employees’ passwords and account information, if any, and agree to notify THEORY11 if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities which occur under your account, including any fees which may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify THEORY11 of any unauthorized use of your account or any other breach of security in relation to the Site known to you.

Privacy Policy

Your use of the Site it governed by the THEORY11 Privacy Policy which is available at http://www.theory11.com/privacy.php (the “Privacy Policy”) and incorporated by reference into these terms.

Unauthorized Activities

You acknowledge that your unauthorized use of any Materials or Third Party Content contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, certain communications statutes and regulations and other applicable laws and regulations, and agree that you are wholly responsible for your actions or the actions of any person using your screen name and/or password. As such, you agree to hold THEORY11 entirely harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees) incurred by THEORY11 in relation to, arising from or for the purpose of avoiding any claim or demand from a third party that your use of the Site or the use of the Site by any person using your screen name and/or password (including without limitation your participation in any chat rooms) violates any applicable law or regulation, or the rights of any third party.

Trademarks

All THEORY11 trademarks, marks, names, service marks and logos are the property of THEORY11 and their respective owners.

Copyrights and Copyright Agents

All information and screens appearing on this Site including documents, products, software and services, graphics, text elements, Site design, logos, images, and icons, as well as the selection, assembly, and arrangement thereof, are the sole property of THEORY11, Copyright © 2007 THEORY11, unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.

THEORY11 RESPECTS THE INTELLECTUAL PROPERTY OF OTHERS, AND WE ASK OUR USERS TO DO THE SAME. IF YOU BELIEVE THAT YOUR WORK HAS BEEN COPIED ON THE SITE IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND APPEARS ON OUR WEBSITE, PLEASE PROVIDE THEORY11’S COPYRIGHT AGENT THE FOLLOWING INFORMATION:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. 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;
6. 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.

THEORY11’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows.

By mail:

THEORY11
Attention: Notice of Infringement
1664 Seignious Drive
Charleston, SC 29407

By email: copyright@theory11.com

Media

A. As a THEORY11 account holder you may submit video content ("User Videos") and textual content ("User Comments"). User Videos and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, THEORY11 does not guarantee any confidentiality with respect to any User Submissions.

B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize THEORY11 to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service.

C. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to THEORY11, you hereby grant THEORY11 a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the THEORY11 Website and THEORY11's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the THEORY11 Website (and derivative works thereof) in any media formats and through any media channels.

You also hereby grant each user of the THEORY11 Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by you in User Videos terminate within a commercially reasonable time after you remove or delete your User Videos from the THEORY11 Service. You understand and agree, however, that THEORY11 may retain, but not display, distribute, or perform, server copies of User Submissions that have been removed or deleted. The above licenses granted by you in User Comments are perpetual and irrevocable.

D. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant THEORY11 all of the license rights granted herein.

E. You agree that your conduct on the site will comport with the THEORY11 Media Guidelines, found at http://www.theory11.com/MediaGuidelines.php, which may be updated from time to time.

F. THEORY11 does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and THEORY11 expressly disclaims any and all liability in connection with User Submissions. THEORY11 does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and THEORY11 will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. THEORY11 reserves the right to remove Content and User Submissions without prior notice.

Notice of Claimed Infringement

A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

THEORY11's designated Copyright Agent to receive notifications of claimed infringement is: Jon Raiker, email: copyright@THEORY11.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to THEORY11 customer service through http://www.theory11.com/support/. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, THEORY11 may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at THEORY11's sole discretion.

Disclaimer of Warranty

You acknowledge and agree that this Site may include certain errors, omissions, outdated information which may affect the quality of the Materials and the Third Party Content. You acknowledge that neither the Materials nor the Third Party Content have been independently verified or authenticated in whole or in part by THEORY11, and agree that THEORY11 does not warrant the accuracy or timeliness of the Materials or the Third Party Content, and further agree that THEORY11 has no liability for any errors or omissions in the Materials and the Third Party Content, whether provided by THEORY11 or its licensors.

THEORY11, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS AND THE THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" AND “WHERE-IS” BASIS, AND IS FOR PERSONAL USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEORY11 SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY CLAIMING THROUGH YOU FOR ANY DAMAGES OR LIABILITIES SUFFERED AS A RESULT OF YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY INFORMATION, OR MATERIAL OR THIRD PARTY CONTENT CONTAINED ON THE SITE. IN NO EVENT SHALL THEORY11 BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF THEORY11 HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Additional Rights

Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

Local Laws

THEORY11 controls and operates this Site from its headquarters in the United States of America and makes no representation that the Materials are appropriate or will be available for use in other locations. If you use this Site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Materials and the Third Party Content.

Unless otherwise explicitly stated, all marketing or promotional materials found on this Site are solely directed to individuals, companies or other entities located in the United States.

General

THEORY11 does not monitor your data or transmissions, yet, THEORY11 does actively monitor accounts for system utilization. However, you agree that, in THEORY11’s efforts to promote good citizenship within the Internet community, if THEORY11 becomes aware of inappropriate use of the Site or any THEORY11 service, THEORY11 may respond. You acknowledge that THEORY11 will report to law enforcement authorities any actions which may be considered illegal, as well as any reports it receives of such conduct. When requested, THEORY11 will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity on the Internet.

If you violate these Terms, THEORY11 reserves the right to terminate your ability to use the Site without notice. In addition, you agree to terminate your use of the Site upon request. THEORY11’s preferred course of action is to advise you of your inappropriate behavior and recommend any necessary corrective action.

You agree that THEORY11 can revise these Terms at any time without notice by updating this posting on the Site. You agree that your continued use of the Site after such modifications have been made constitutes your acceptance of such revised Terms.

Any action related to these Terms will be governed by California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to submit to the jurisdiction of the courts located in the State of California, for the resolution of all disputes arising from or related to these Terms and/or your use of the Site.

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of THEORY11 to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by THEORY11 in writing. The Terms comprises the entire agreement between you and THEORY11 and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein.