User Agreement

vMagine Terms and Conditions

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY CLICKING ON THE ACCEPT BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED TO SHOW YOUR APPROVAL OF THESE TERMS YOU ACKNOWLEDGE THAT YOU HAVE READ, FULLY UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS OF THIS AGREEMENT. IF AT ANY TIME YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE VMAGINE SERVICES (DEFINED BELOW).

Scope of Agreement
This Terms of Use Agreement (’’Agreement’’) sets forth the legally binding terms for your use of the VMagine Services.

Acceptance of Terms of Use Required
1. By using the VMagine Services, you agree to be bound by this Agreement, whether you are a ’’Visitor’’ (which means that you simply browse the VMagine Website or mobile application) or you are a ’’Member’’ (which means that you have registered with VMagine). The term ’’User’’ refers to a Visitor or a Member.

2. You are only authorized to use the VMagine Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement.

3. If you do not agree with this Agreement, you should discontinue use of the VMagine Services immediately.

4. If you wish to become a Member and/or communicate with other Members and Visitors and make use of the VMagine Services, you must read this Agreement and indicate your acceptance during the Registration process.

5. Although we may attempt to notify you when major changes are made to this Agreement, you should periodically review the most up-to-date version www.vMagine.com VMagine may, in its sole discretion, modify or revise This Agreement and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

VMagine Accounts
1. In order to access some features of the VMagine Services, you will have to create an account with VMagine. You may never use another person’s account, username or password without permission. When creating your account, you must provide accurate and complete information.

2. You are solely responsible for the activity that occurs on your account.

3. You are solely responsible for maintaining the confidentiality of your password and you hereby agree that you must keep your account password secure. You must notify VMagine immediately of any breach of security or unauthorized use of your account.

4. Although VMagine will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses incurred VMagine or others due to such unauthorized use.

5. VMagine 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 VMagine Services at any time, for any or no reason, with or without prior notice, and without liability. VMagine expressly reserves the right to remove your profile and/or restrict, suspend, or terminate your access to any part of VMagine Services if VMagine determines, in its sole discretion, that it is in the best interest of VMagine to do so.

6. Eligibility. Use of and Membership in the VMagine Services is void where prohibited. By using the VMagine 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 VMagine Services does not violate any applicable law or regulation. Your profile may be deleted and your membership may be terminated without warning, if we believe that you are under 13 years of age.

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

General Use of the Website -- Permissions and Restrictions.

1. Overview. You agree to be careful and diligent and respect all laws and the rights of others regarding the information you post to VMagine as well as the information you receive from VMagine. Information you add to VMagine may not include the following items: personal information (such as telephone numbers, street addresses, and last names) of you or others, any materials containing nudity, obscene, lewd, excessively violent, harassing, sexually explicit or otherwise violates contemporary community standards for decency. Despite this prohibition, information provided by other Members may contain inaccurate material, inappropriate, offensive or sexually explicit material, products or services, and VMagine assumes no responsibility or liability for this material. If you become aware of misuse of the VMagine Services by any person, please contact VMagine .

2. Prohibited Commercial Activity. VMagine hereby grants you permission to access and use the Website as set forth in This Agreement, provided that:

2.1. You agree not to distribute in any medium any part of the Website, including but not limited to User Submissions (defined below), without VMagine’s prior written authorization.

2.2. You agree not to alter or modify any part of the Website.

2.3. You agree not to access User Submissions (defined below) or VMagine Content through any technology or means other than the Website itself or the mobile application, other explicitly authorized means VMagine may designate.

2.4. You agree not to use the Website for any commercial use, without the prior written authorization of VMagine. Prohibited commercial uses include any of the following actions taken without VMagine’s express approval:

· sale of access to the Website or its related services on another website;

· use of the Website or its related services for the primary purpose of gaining advertising or subscription revenue;

· the sale of advertising, on the Website or any third-party website, targeted to the content of specific User Submissions or VMagine content; and

· any use of the Website or its related services that VMagine finds, in its sole discretion, to use VMagine’s resources or User Submissions with the effect of competing with or displacing the market for VMagine, VMagine content, or its User Submissions.

2.5. You agree not to use or launch any automated system, including without limitation, ’’robots,’’ ’’spiders,’’ or ’’offline readers,’’ that accesses the VMagine Website in a manner that sends more request messages to the VMagine servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, VMagine grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. VMagine reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the VMagine Website, nor to use the communication systems provided by the VMagine Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the VMagine Website with respect to their User Submissions.

Prohibited Conduct
The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the VMagine Services. VMagine reserves the right to investigate and take appropriate legal action against anyone who, in VMagine’s sole discretion, violates this provision, including without limitation, removing the offending communication from the VMagine Services, terminating the Membership of such violators and notifying the appropriate law enforcement agencies. Prohibited Content includes, but is not limited to Content that, in the sole discretion of VMagine:

· consists of criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, gambling, harassment, stalking, spamming, spimming, or the theft/infringement of intellectual property;

· 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, subject matter which violates contemporary community standards for decency or contains a link to an adult website;

· solicits personal information from anyone under 18;

· provides personal information, pictures, photographs, licenses, biographical information, telephone numbers, street addresses, last names, URLs or email addresses of any individual without that individual’s prior written consent;

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

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

· furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities;

· interferes with, disrupts, or creates an undue burden on the VMagine Services or the networks or services connected to the VMagine Services;

· is an attempt to impersonate another person;

· is an unauthorized use of another person’s account, username or password; and/or

· uses the VMagine Services in a manner inconsistent with any and all applicable laws and regulations.

4. You will otherwise comply with the terms and conditions of this Agreement and all applicable local, national, and international laws and regulations.

5. VMagine reserves the right to discontinue any aspect of the VMagine Website at any time.

Your Use of Content on the Site
1. In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the VMagine Website. The content on the VMagine Website and mobile application, includes all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, works of authorship, interactive features and the like (referred to herein as ’’Content’’). Except for the User Submissions (as defined below) the Content and the trademarks, service marks and logos contained therein (’’Marks’’), are owned by or licensed to VMagine, subject to copyright and other intellectual property rights under the law. VMagine hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the VMagine Services (excluding any software code) solely for your personal use in connection with viewing the VMagine Website and using the VMagine Services.

2. Content on the VMagine Website is provided to you AS IS for your information and personal use only and may 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. VMagine reserves all rights not expressly granted in and to the Website and the Content.

3. The VMagine Services contain Content of Users and others. Except for Content posted by you, or in a manner authorized by VMagine or provided by the VMagine Services, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the VMagine Services. You may access User Submissions solely:

· for your information and personal use;

· as intended through the normal functionality of the VMagine Service; and

· for Streaming. ’’Streaming’’ means a contemporaneous digital transmission of an audiovisual work via the Internet from the VMagine Service to a user’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the user. Accessing User Videos for any purpose or in any manner other than Streaming is expressly prohibited. User Videos are made available ’’as is.’’

4. User Comments are made available to you for your information and personal use solely as intended through the normal functionality of the VMagine Service. User Comments are made available ’’as is’’, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the VMagine Service or otherwise as prohibited under this Agreement.

5. You may access VMagine Content, User Submissions and other content only as permitted under this Agreement. VMagine reserves all rights not expressly granted in and to the VMagine Content and the VMagine Service.

6. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website and/or mobile application for any commercial purposes.

7. You agree not to circumvent, disable or otherwise interfere with security-related features of the VMagine Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the VMagine Website or the Content therein.

8. You understand that when using the VMagine Website, you will be exposed to User Submissions from a variety of sources, and that VMagine is not responsible for the Content including without limitation, the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are 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 VMagine with respect thereto, and agree to indemnify and hold VMagine, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

Your User Submissions and Conduct
1. As a VMagine account holder you may submit audiovisual content (’’User Videos’’), textual content (’’User Comments’’) and other Content submitted by you (’’User Content’’). User Broadcasts, User Videos, User Comments and User Content are collectively referred to as ’’User Submissions.’’ You understand that whether or not such User Submissions are published, VMagine does not guarantee any confidentiality with respect to any User Submissions.

2. You represent and warrant that: (i) you own the User Submission posted by you on or through the VMagine Services or otherwise have the right to grant the license set forth in this section, and (ii) the provision of User Content on or through the VMagine Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

3. UPON SUBMITTING A USER SUBMISSION, YOU WILL BE REQUIRED TO REVIEW AN ADDITIONAL AGREEMENT AND PROVIDE VMAGINE WITH CERTAIN PERSONAL INFORMATION. VMAGINE ALSO WILL BE ABLE TO ACCESS CERTAIN PERSONAL INFORMATION ABOUT YOU, SUCH AS YOUR TELEPHONE NUMBER AND/OR THE TELEPHONE NUMBER FROM WHICH A USER SUBMISSION IS BEING PROVIDED. IF YOU ENGAGE IN UNLAWFUL CONDUCT IN CONNECTION WITH THE USER SUBMISSION OR VMAGINE SERVICES, VMAGINE SHALL HAVE THE RIGHT TO PROVIDE SUCH INFORMATION TO ANY LAW ENFORCEMENT AGENCY OR ANY THIRD PARTY.

4. 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 VMagine 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 This Agreement.

5. 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 legal authorization from the rightful owner to post the material and to grant VMagine all of the license rights granted herein.

6. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to VMagine or the VMagine Website, you hereby grant VMagine 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 VMagine Website and VMagine’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the VMagine Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the VMagine Website a non-exclusive license to access your User Submissions through the Website and mobile application, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under This Agreement. The above licenses granted by you in User Comments are perpetual and irrevocable.

7. VMagine does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and VMagine expressly disclaims any and all liability in connection with User Submissions. VMagine does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and VMagine will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another’s intellectual property rights. VMagine reserves the right to remove Content and User Submissions without prior notice. User Submissions are not necessarily reviewed by VMagine prior to posting and do not necessarily reflect the opinions or policies of VMagine. VMagine makes no warranties, express or implied, as to the User Submissions or to the accuracy and reliability of the Content or any material or information that is transmitted.

8. VMagine may delete any User Submission that in the sole judgment of VMagine violates this Agreement or which may be, illegal or violate the rights, harm, or threaten the safety of any person.

9. VMagine assumes no responsibility for monitoring the VMagine Services for inappropriate or unauthorized User Submissions or conduct. If at any time VMagine chooses, in its sole discretion, to monitor the VMagine Services, VMagine nonetheless assumes no responsibility for the User Submissions, no obligation to modify or remove any inappropriate User Submissions, and no responsibility for the conduct of the User submitting any such User Submission.

Account Termination Policy
1. VMagine will terminate a User’s access to the VMagine Website at its discretion, including without limitation if, under appropriate circumstances, they are determined to be a repeat infringer.

2. VMagine reserves the right to decide whether Content or a User Submission is appropriate, authorized and complies with This Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. VMagine may remove such User Submissions and/or terminate a User’s access for adding such material in violation of This Agreement at any time, without prior notice and at its sole discretion.

Intellectual Property Policy 8
1. Intellectual Property Policy. You may not broadcast, 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 VMagine to terminate the account of any member who repeatedly infringes the intellectual property rights of others upon receipt of proper notification to VMagine by the owner of the intellectual property or such owner’s legal agent.

2. All feedback, comments, requests for technical support, and other communications should be directed to VMagine customer service through www.vMagine.com

2.1. 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 vMagine:

* 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.

2.2. If a counter-notice is received, VMagine 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 VMagine’s sole discretion.

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

1. vMagine is allowed to add the user's data, including the user's mobile phone number to vMagine's own data base for direct contact purposes containing marketing content from time to time.

2. The user is aware and approves that the mobile phone number the user calls from to vMagine is saved and identified as the user's phone number and considered as was given by the user to vMagine. vMagine is allowed to save and use the information given by the user and the data collected regarding the using behavior of the user, the call details including the mobile phone number the user calls from. All for improving the service and the product, for contacting the user directly, for forwarding the details to third-party as well as for statistic analysis. In addition, the information will be used for advertising and marketing purposes such as direct mail, automatic call, fax, SMS etc. In case the user wishes not to receive these messages, it is the user's responsibility to contact vMagine (customer service) www.vmagine.com and request removal.

Disclaimer of Third Parties Content and Conduct
1. The VMagine Website may contain links to third party websites that are not owned or controlled by VMagine. VMagine has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, VMagine will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve VMagine from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the VMagine Website and to read the terms and conditions and privacy policy of each other website that you visit.

2. VMagine takes no responsibility for third party advertisements which are posted on the VMagine Website or through the VMagine Services, nor does it take any responsibility for the goods or services provided by its advertisers.

3. VMagine is not responsible for the conduct, whether online or offline, of any User of the VMagine Services.

4. VMagine 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 Member communication.

5. VMagine 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 VMagine 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 VMagine Services.

6. The VMagine Services are provided ’’AS-IS’’ and as available and VMagine expressly disclaims any warranty of fitness for a particular purpose or non-infringement. VMagine cannot guarantee and does not promise any specific results from use of the VMagine Services.

Warranty Disclaimer
1. YOU AGREE THAT YOUR USE OF THE VMAGINE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, VMAGINE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. VMAGINE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE 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 OUR 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 OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (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 VMAGINE WEBSITE.

2. VMAGINE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE VMAGINE WEBSITE OP MOBILE APPLICATION OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VMAGINE 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.

Limitation of Liability
1. IN NO EVENT SHALL VMAGINE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE VMAGINE SERVICES, INCLUDING WITHOUT LIMITATION: (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 OUR 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 OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE VMAGINE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

2. YOU SPECIFICALLY ACKNOWLEDGE THAT VMAGINE SHALL NOT BE LIABLE FOR USER SUBMISSIONS 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.

Indemnity
You agree to defend, indemnify and hold harmless VMagine, its parent corporation, subsidiaries and affiliates and all of their respective 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 VMagine 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 Submissions caused damage to a third party. This defense and indemnification obligation will survive This Agreement and your use of the VMagine Website.

Ability to Accept Terms This Agreement
You affirm that you are either more than 13 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. In any case, you affirm that you are over the age of 13, as the VMagine Website is not intended for children under 13. If you are under 13 years of age, then please do not use the VMagine Website. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.

Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by VMagine without restriction.

General
1. You agree that the VMagine Website shall be deemed a passive website that does not give rise to personal jurisdiction over VMagine, either specific or general, in jurisdictions other than where its servers are located.

2. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and VMagine that arises in whole or in part from the VMagine Website, the VMagine Services or this Agreement shall be decided exclusively by a court of competent jurisdiction.

3. This Agreement, together with the Privacy Notice at http://www.vMagine.com and any other legal notices published by VMagine on the VMagine Website, shall constitute the entire agreement between you and VMagine concerning the VMagine Website and the VMagine Services.

4.Titles and Captions. The title of the various articles of this Agreement are used for convenience of reference only and are not intended to and shall not in any way enlarge or diminish the rights or obligations of the parties or affect the meaning or construction of this document.

5. If You are using or opening an account with VMagine on behalf of a company, entity, or organization then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to these terms; (ii) have read the terms; (iii) fully understand these terms, and (iv) agree to these terms on behalf of such entity.

6. If any provision of This Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of This Agreement, which shall remain in full force and effect.

7. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and VMagine’s failure to assert any right or provision under This Agreement shall not constitute a waiver of such right or provision.

8. VMagine reserves the right to amend This Agreement at any time and without notice, and it is your responsibility to review This Agreement for any changes. Your use of the VMagine Website following any amendment of This Agreement will signify your assent to and acceptance of its revised terms.

9. You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

10. This Agreement is accepted upon your use of the VMagine Website or any of the VMagine Services and is further affirmed by you becoming a Member.

11.Force Majeure
VMagine will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to the infrastructure of the VMagine Services or other VMagine servers, or connectivity to the Internet, (each a ’’Force Majeure Event’’). Upon the occurrence of a Force Majeure Event, VMagine will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

12.Agreed Abbreviation of Statute of Limitations. YOU AND VMAGINE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE VMAGINE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.