FriendChart ^Beta

Effective March 21, 2008

FriendChart is a social networking service that allows Members to create unique personal profiles online in order to find and communicate with old and new friends. The services offered by FriendChart ("FriendChart" or "we") include the FriendChart website (the "FriendChart Website"), and any features, content, or applications offered from time to time by FriendChart in connection with the FriendChart Website (collectively, the "FriendChart Services"). The FriendChart Services are hosted in the U.S.

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

This Agreement includes FriendChart's policy for acceptable use of the FriendChart Services and Content posted on the FriendChart Website, your rights, obligations and restrictions regarding your use of the FriendChart Services and FriendChart's Privacy Policy. In order to participate in certain FriendChart Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the FriendChart 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@FriendChart, Subject: Terms of Use Agreement.

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

Please choose carefully the information you post on FriendChart and that you provide to other Users. Your FriendChart profile may not include the following items: telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other FriendChart Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and FriendChart assumes no responsibility or liability for this material. If you become aware of misuse of the FriendChart Services by any person, please contact FriendChart or click on the "Contact" link at the bottom of any FriendChart page to submit a complaint.

FriendChart 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 FriendChart Services at any time, for any or no reason, with or without prior notice, and without liability. FriendChart expressly reserves the right to remove your profile and/or restrict, suspend, or terminate your access to any part of FriendChart Services if FriendChart determines, in its sole discretion, that you pose a threat to FriendChart and/or its Users.

Eligibility.
Use of and Membership in the FriendChart Services is void where prohibited. By using the FriendChart 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 FriendChart 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 14 years of age.

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

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

Password.
When you sign up to become a 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 FriendChart immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

Non-commercial Use by Members.
The FriendChart Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by FriendChart. Illegal and/or unauthorized use of the FriendChart Services, including collecting usernames 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 FriendChart Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the FriendChart Services.

Proprietary Rights in Content on FriendChart.
FriendChart does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the FriendChart Services. After posting your Content to the FriendChart Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the FriendChart Services, you hereby grant to FriendChart a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the FriendChart Services.

Without this license, FriendChart would be unable to provide the FriendChart Services. The license you grant to FriendChart is non-exclusive (meaning you are free to license your Content to anyone else in addition to FriendChart), fully-paid and royalty-free (meaning that FriendChart is not required to pay you for the use on the FriendChart Services of the Content that you post), sublicensable (so that FriendChart is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the FriendChart Services), and worldwide (because the Internet and the FriendChart Services are global in reach). This license will terminate at the time you remove your Content from the FriendChart Services. The license does not grant FriendChart the right to sell your Content, nor does the license grant FriendChart the right to distribute your Content outside of the FriendChart Services.

You represent and warrant that: (i) you own the Content posted by you on or through the FriendChart Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the FriendChart Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the FriendChart Services.

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

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

Content Posted.
FriendChart may delete any Content that in the sole judgment of FriendChart violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. FriendChart assumes no responsibility for monitoring the FriendChart Services for inappropriate Content or conduct. If at any time FriendChart chooses, in its sole discretion, to monitor the FriendChart Services, FriendChart nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

You are solely responsible for the Content that you post on or through any of the FriendChart Services, and any material or information that you transmit to other Members and for your interactions with other Users. FriendChart does not endorse and has no control over the Content. Content is not necessarily reviewed by FriendChart prior to posting and does not necessarily reflect the opinions or policies of FriendChart. FriendChart makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

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

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

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

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

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

Member Disputes.
You are solely responsible for your interactions with other FriendChart Members. FriendChart reserves the right, but has no obligation, to monitor disputes between you and other Members.

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

Disclaimers.
FriendChart is not responsible for any incorrect or inaccurate Content posted on the FriendChart Website or in connection with the FriendChart Services, whether caused by Users of the FriendChart Services or by any of the equipment or programming associated with or utilized in the FriendChart Services. Profiles created and posted by Members on the FriendChart Website may contain links to other websites. FriendChart 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 FriendChart. Inclusion of any linked website on the FriendChart Services does not imply approval or endorsement of the linked website by FriendChart. When you access these third-party sites, you do so at your own risk. FriendChart takes no responsibility for third party advertisements which are posted on this FriendChart Website or through the FriendChart Services, nor does it take any responsibility for the goods or services provided by its advertisers. FriendChart is not responsible for the conduct, whether online or offline, of any User of the FriendChart Services. FriendChart 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. FriendChart 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 due to technical problems or traffic congestion on the Internet or on any of the FriendChart 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 FriendChart Services. Under no circumstances shall FriendChart be responsible for any loss or damage, including personal injury or death, resulting from use of the FriendChart Services, attendance at a FriendChart event, from any Content posted on or through the FriendChart Services, or from the conduct of any Users of the FriendChart Services, whether online or offline. The FriendChart Services are provided "AS-IS" and as available and FriendChart expressly disclaims any warranty of fitness for a particular purpose or non-infringement. FriendChart cannot guarantee and does not promise any specific results from use of the FriendChart Services.

Limitation on Liability.
IN NO EVENT SHALL FRIENDCHART 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 SERVICES, EVEN IF FRIENDCHART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FRIENDCHART'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 FRIENDCHART FOR THE FRIENDCHART SERVICES DURING THE TERM OF MEMBERSHIP.

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

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

Indemnity.
You agree to indemnify and hold FriendChart, 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 FriendChart Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the FriendChart Website or through the FriendChart Services causes FriendChart to be liable to another.

Other.
This Agreement is accepted upon your use of the FriendChart Website or any of the FriendChart Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and FriendChart regarding the use of the FriendChart Services. The failure of FriendChart 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 using the tools provided in the Contact link at the bottom of each page on the web site.

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