OffsetX.com Terms of Use Agreement

    August, 2008

    Offset Ventures, LLC, d/b/a, OffsetX.com (“OffsetX.com” or “we”) operates OffsetX.com, which is a social networking service that allows users to “offset” the actions and support provided by enthusiasts of opposing interests and opinions through actions of their own.  This Terms of Use Agreement (this “Agreement”) sets forth the legally binding terms for your use of the OffsetX.com website, including all content, products, software, services and functionality available through the OffsetX.com domain name (collectively the “Website”). By using the Website as either a Visitor or a Member, you agree to be bound by (i) this Agreement and (ii) the terms of OffsetX.com’s Privacy Policy, the terms of which are hereby expressly incorporated by reference. The term “Visitor” as used herein means that you simply browse the Website or use its services without being registered Member of OffsetX.com. The term “Member” as used herein means that you have registered with OffsetX.com. If you do not agree to be bound by these terms and abide by all applicable laws, you are not authorized to use the Website.  If you wish to become a Member you must read this Agreement and indicate your acceptance during the registration process.

    You should periodically review these Terms of Use for any major changes thereto, regardless of whether or not we attempt to notify you of such changes.  OffsetX.com may modify this Agreement from time to time and such modification shall be effective upon posting by OffsetX.com on the Website.  Your continued use of the Website after OffsetX.com 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.
  
    In order to participate in certain OffsetX.com services provided through the Website, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from OffsetX.com.  Unless otherwise provided by the additional terms and conditions applicable to the OffsetX.com 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: privacy@OffsetX.com, Subject: Terms of Use Agreement.

    1.   Eligibility. Use of the Website and registration to be a Member of the Website      (“Membership”) is void where prohibited.  By using the Website, you represent and warrant that (a) all Membership account registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement; and (d) your use of the Website does not violate any applicable law or regulation. 

    2.     Membership Accounts.  In order to access some features of the Website, you will have to register to obtain a Membership account. You may never use another's account without express permission. You are solely responsible for the activity that occurs on your Membership account, and you must keep your Membership account password secure. You must notify OffsetX.com immediately of any breach of security or unauthorized use of your Membership account. Although OffsetX.com will not be liable for your losses caused by any unauthorized use of your Membership account, you may be liable for the losses of OffsetX.com or others due to such unauthorized use.

    3.   Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Website or are a Member of the Website.  You may terminate your Membership at any time, for any reason.  OffsetX.com may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. 

    4.   Use. The use of the Website is for the for the personal use of Members and Visitors and may be used for promotional purposes as well, but direct commercial endeavors may only be used if they are specifically authorized in writing by OffsetX.com. OffsetX.com reserves the right to remove commercial content in its sole discretion.  Prohibited commercial uses include, but are not limited to, the following actions taken without OffsetX.com’s express written authorization: sale of access to the Website or its related services on another website, use of the Website or any of its services in order to gain advertising or subscription revenue, the sale of advertising on any website targeting the Content (as defined below) of the Website, and any use of the Website or its services that OffsetX.com determines in its sole and absolute discretion to use the Content to compete with or displace the Website, or any of its Content or services. Any illegal or unauthorized use of the Website, including, but not limited to, collecting usernames, user account numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the OffsetX.com Website, 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 Member profiles without notice or explanation and may result in termination of Membership privileges.  You further agree not to take any of the following actions without the express written authorization of OffsetX.com: distribute any part of the Website in any medium, alter or modify any part of the Website, access the Website or any of its content or services through any means or technology other than is expressly authorized by OffsetX.com, or circumvent, disable or otherwise interfere with security-related features of the Website. OffsetX.com reserves the right to take appropriate legal action for any illegal or unauthorized use of the OffsetX.com Services.

    5.   Ownership and Licensing of Content on OffsetX.com.

    A.  The content on the Website, except all User Consent (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“OffsetX.com Content”) and the trademarks, service marks and logos contained therein are owned by or licensed to OffsetX.com, subject to copyright and other intellectual property rights under law. OffsetX.com Content is provided to you AS IS for your information and personal use only and shall not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. OffsetX.com reserves all rights not expressly granted in and to the Website and the OffsetX.com Content. You may access the OffsetX.com Content and others’ User Content (as defined below) only as permitted under this Agreement.

    B.  As a OffsetX.com Member, you shall be permitted to submit text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, “User Content”) to the Website.  OffsetX.com does not claim any ownership rights in User Content that you post on or through the Website. You shall retain all of your ownership rights in your User Content. However, by submitting User Consent to the Website, you hereby grant OffsetX.com a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Consent in connection with the Website and OffsetX.com’s (and its successors' and affiliates') business in any media formats and through any media channels now existing or hereafter developed; provided, however, User Content marked “private” will not be distributed outside the OffsetX.com Website. You also hereby grant each user of the Website a non-exclusive license to access your User Content through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under this Agreement. After you remove your User Content from the OffsetX.com Website we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate.You understand and agree, however, that OffsetX.com may retain, but not display, distribute, or perform, server copies of User Content that has been removed or deleted.

    You represent and warrant that: (i) you own the User Content posted by you on or through the Website or otherwise have the right to grant the license set forth in this Section 5, and (ii) the posting of your User Content on or through the Website 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 User Content posted by you on or through the Website.

    The Website contains OffsetX.com Content, User Content and the content of other OffsetX.com licensors (collectively “Content”). 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 Website.

    OffsetX.com performs technical functions necessary to operate the Website and offer its related services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Website.

    The Website may contain links to third party websites that are not owned or controlled by OffsetX.com. OffsetX.com has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, OffsetX.com will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve OffsetX.com from any and all liability arising from your use of any third-party website.

    6.   Content Posted.  OffsetX.com may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of OffsetX.com 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. OffsetX.com assumes no responsibility for monitoring the Website for inappropriate Content or conduct.  If at any time OffsetX.com chooses, in its sole discretion, to monitor the Website, OffsetX.com 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 User Content that you post on or through the Website, and any material or information that you transmit to other Members and for your interactions with other users.

    You understand that when using the Website, you will be exposed to User Content from a variety of sources, and that OffsetX.com is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against OffsetX.com with respect thereto, and agree to indemnify and hold OffsetX.com, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.

    7.    Prohibited Content and Activity.  OffsetX.com hereby reserves the right to investigate and take appropriate legal action against anyone who, as determined in OffsetX.com's sole and absolute discretion, posts illegal or prohibited Content, or participates in illegal or prohibited activity, on or through the Website, including without limitation, removing Content from the Website and denying, restricting, suspending, or terminating the Membership of such violators.  Examples of such Content and activities include, but are not limited to, Content which is: patently offensive; harassing or advocates harassment; sexually exploitive; incites, furthers or promotes violence or any criminal activity or enterprise; involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person; 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; interferes with, disrupts, or creates an undue burden on the Website or the networks or services connected to the Website; or uses the Website in a manner inconsistent with any and all applicable laws and regulations.

    8.   Copyrights and Other Intellectual Property Infringement Claims. If you believe your work has been copied and posted on or through the Website in a way that constitutes copyright infringement, please send OffsetX.com's Copyright Agent a written 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 OffsetX.com 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 a authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.  OffsetX.com's Copyright Agent for notification of claimed infringement can be reached as follows: Copyright Agent, OffsetX.com, Inc., 3605 Sandy Plains Rd, Suite 240-272 Marietta, GA 30066; Facsimile: (800) 561-4021; Attn: Copyright Agent.  OffsetX.com's Copyright Agent for notification of claimed infringement can also be reached electronically by emailing privacy@offsetx.com.

    9.     Warranty Disclaimer. YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, OFFSETX.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. OFFSETX.COM MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT, WHETHER CAUSED BY USERS OR OFFSETX.COM, OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE , (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, AND/OR (VI) 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 THE WEBSITE or A 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 WEBSITE. OFFSETX.COM DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND OFFSETX.COM WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

            The Website is controlled and offered by OffsetX.com from its facilities in the United States of America. OffsetX.com makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

    10.   Limitation on Liability. IN NO EVENT SHALL OFFSETX.COM 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 WEBSITE, EVEN IF OFFSETX.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OFFSETX.COM'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 OFFSETX.COM FOR ACCESS TO THE WEBSITE AND ITS RELATED SERVICES DURING THE TERM OF MEMBERSHIP. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

    YOU SPECIFICALLY ACKNOWLEDGE THAT OFFSETX.COM SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

    11.   Indemnity.  You agree to defend, indemnify and hold harmless OffsetX.com, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Website.      

    12.   Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, without regard to its conflict of law provisions.  You and OffsetX.com agree to submit to the exclusive jurisdiction of the courts located in Cobb County, Georgia to resolve any dispute arising out of the Agreement or the OffsetX.com 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.    

    13.  Fees. You acknowledge that OffsetX.com reserves the right to charge for any portion of the services offered through the Website and to change its fees (if any) from time to time in its sole and absolute discretion.  If OffsetX.com 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).

    14.   Other. This Agreement is accepted upon your access and use of the Website and any of its related services. This Agreement constitutes the entire agreement between you and OffsetX.com regarding the access and use of the Website.  The failure of OffsetX.com 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. OffsetX.com is a trademark of Offset Ventures, LLC.  This Agreement operates to the fullest extent permissible by law. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by OffsetX.com without restriction. Any terms or provisions of this Agreement which by their nature should survive the termination or expiration of this Agreement or your use of the Website shall so survive any termination or expiration of this Agreement or your use of the Website. In the event that any term or provision of this Agreement is deemed by a court of competent jurisdiction to be overly broad in scope, duration or area of applicability, the court considering the same will have the power and is hereby authorized and directed to limit such scope, duration or area of applicability, or all of them, so that such term or provision is no longer overly broad and to enforce the same as so limited.  Subject to the foregoing sentence, in the event any provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will attach only to such provision and will not affect or render invalid or unenforceable any other provision of this Agreement.