JABBERMONKEY
USER AGREEMENT

The Website contains many features, including the capacity to allow uploading of certain photographic and video content, comments, information and other materials, and viewing the foregoing. In order to use such uploading features, you must first register with JabberMonkey. You may register with JabberMonkey and create a personal account (“Account”) by fully and accurately completing the user registration page, and providing to JabberMonkey such fully accurate personal information as JabberMonkey may reasonably require, including without limitation your name, your email address, password (selected by you, subject to JabberMonkey’s security and other requirements), postal code or zip code and gender (collectively, “Personal Information”); you agree to keep all Personal Information updated and correct. Your Account is personal to you, and you may not share it or allow it to be used by anyone other than you. You are solely responsible to ensure that your Account is used only by you and in a manner consistent with this Agreement. JabberMonkey shall allow you to select a user name and password for your Account, subject to JabberMonkey’s rules. You agree to keep such user name and password confidential, and not allow any third party to use such user name or password. You agree to indemnify and defend JabberMonkey from and against any losses or liabilities arising from any disclosure or misuse of your user name or password.

A. Postings. You may use your Account to submit materials, including without limitation photographic, video, text and other materials (collectively, "Postings") to the Website, including without limitation consisting of or as part of Questions and Blogs (both as defined below). You agree that neither you nor any third party has any expectation of privacy or confidentiality as to any Postings. You shall be solely responsible for your own Postings and the consequences of submitting or publishing them. In connection with Postings, you represent and warrant that you have all necessary rights to allow inclusion and use of the Postings on the Website.

B. Questions. You may use your Account to create and post polls and questions (collectively, “Questions”) to the Website. Your Questions may ask for information and opinions from other users of the Website as to matters that you believe in good faith would be appropriate for the Website and fully comply with the terms of this Agreement, including without limitation the provisions of Subsection III. You may create as many Questions as you wish, but JabberMonkey shall have the right to limit, modify or blocks your Questions and associated voting where JabberMonkey believes that your Questions are using an excess volume of JabberMonkey’s information technology resources. You may choose to limit access to your Questions to certain friends or categories of users. You may also designate your Questions as adults-only, and thereby limit access to those over eighteen (18) years of age who are willing to view that content. JabberMonkey may delete, remove access to or archive Questions which have been inactive for an extended period.

C. Blogs. You may use your Account to create and post web logs including your opinions and observations (collectively, “Blogs”) to the Website as to matters that you believe in good faith would be appropriate for the Website and fully comply with the terms of this Agreement, including without limitation the provisions of Subsection III.

D. Groups. You may use your Account to organize and communicate with groups of other users of the Website with similar interests to yours (collectively, “Groups”). As to any Groups you organize, you will be deemed the Group administrator, and as such you may send out updates, post Blog entries, remove unwanted Group members, and determine whether Group members will be allowed to upload Questions, photographs or videos. You may also apply certain privacy settings to the Group. For example, you may designate a Group as “Public,” in which case any other users may view and join the Group. You may also designate a Group as “Private,” in which case other users may view only those portions of your Group as you designate, and you may determine which users you wish to permit to join the Group. You may also designate a Group as “Secret,” in which case other users will not be able to view your Group, and you may contact other users directly to request that such users join the Group, but only such users with whom you have a prior business or personal relationship.

E. Contents. You may use your Account to participate in contests that are available from time to time on the Website (“Contests”). Your participation in Contests will be subject to the rules of each such Contest as made available from time to time by JabberMonkey, and you agree that where you do so participate, you shall do so fairly, honestly and in good faith, and that you shall not attempt to circumvent any rules or procedures of such Contests, or otherwise try to “game the system” in any way.

F. License. By submitting Postings to JabberMonkey, you hereby grant JabberMonkey a worldwide, non-exclusive, royalty-free, paid up, sublicensable, perpetual, irrevocable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform such Postings in connection with the Website and JabberMonkey's (and its successors' and affiliates') businesses, including without limitation for promoting and redistributing part or all of the Website in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your Postings through the Website, and to use, reproduce, distribute, display and perform such Postings through the functionality of the Website. You understand and agree that JabberMonkey may retain indefinitely copies of Postings that have been removed by JabberMonkey from the Website.

G. Restrictions. In connection with Postings, you agree that you will not submit material that is illegal, inaccurate, hateful, racist, offensive, vulgar, obscene, disgusting, indecent or objectionable. In connection with Postings, you also agree that you will not submit material that is copyrighted by, protected by trade secrets of or otherwise subject to the proprietary rights (including without limitation privacy and publicity rights) of, any third party, unless you have permission from that third party to do so and to grant JabberMonkey all of the license rights granted herein. JabberMonkey agrees that you may use your Account and the Website to promote a business, or personal or political issue, with which you are personally affiliated, but only so long as your use of your Account and the Website does not consume excessive JabberMonkey resources, is tasteful and reasonable, and otherwise complies with all other requirements of this Agreement. You agree that JabberMonkey shall be the sole arbiter of whether any Postings are in breach of any and all of the foregoing obligations.

H. Removal. JabberMonkey does not endorse any Postings or any opinion, recommendation, or advice expressed therein, and JabberMonkey expressly disclaims any and all liability in connection with Postings. JabberMonkey does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and JabberMonkey reserves the right to remove any and all Postings without notice.

Limitations.

Any use of the Website through your Account or otherwise must conform to the following:

G. You agree that JabberMonkey may add to, delete from or modify the Website at any time without notice and without permission from you or any third party.

H. You agree that the content on the Website (other than Postings) and the trademarks and service marks on the Website are owned by or licensed to JabberMonkey. There are no implied rights or licenses in this Agreement.

J. You agree not to circumvent, disable or otherwise interfere with security-related features of the Website, and you will not impersonate any third party or interfere with any third party’s use of the Website.

K.You understand and agree that when using the Website you may be exposed to Postings from a variety of sources, and that JabberMonkey is not responsible for the accuracy, content, usefulness, safety, or intellectual property rights of or relating to such Postings. You further understand and acknowledge that you may be exposed to Postings that are illegal, inaccurate, hateful, racist, offensive, vulgar, obscene, disgusting, 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 JabberMonkey with respect thereto. You agree to defend, indemnify and hold harmless JabberMonkey, its parent, officers, directors, employees and agents, from and against any and all claims, damages, threats, suits, proceedings, losses and liabilities (including attorneys’ fees) arising from or related to: (i) your use of and access to the Website; (ii) your violation 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 Postings caused damage to a third party. This defense and indemnification obligation will survive the expiration or termination of this Agreement.

1. Notices.If you are a copyright owner or an agent thereof and believe that any Postings infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing JabberMonkey’s Copyright Agent (identified below) with the following information in writing:
   

   (a) A physical or electronic signature of a person authorized to act on behalf of the owner of the work that is allegedly infringed;
   (b) 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;
   (c) 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 JabberMonkey to locate the material;
   (d) Information reasonably sufficient to permit JabberMonkey to contact you, such as an address, telephone number or email address;
   (e) 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

   (f) 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.

2. Copyright Agent. JabberMonkey's designated Copyright Agent to receive notifications of claimed infringement is: Mr. Michael Brande, email: copyright@jabbermonkey.com, fax: (602) 778-7569. Only claimed infringement notifications may be sent to the Copyright Agent.
3. Counter Notices. If you believe that your Posting that was removed or 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 Posting, you may send a counter-notice containing the following information to the Copyright Agent:
   

   (a) Your physical or electronic signature;

   (b) Identification of the Posting that has been removed or to which access has been disabled and the location at which the Posting appeared before it was removed or disabled;

   (c) A statement that you have a good faith belief that the Posting was removed or disabled as a result of mistake or a misidentification of the Posting; and

   (d) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Phoenix, Arizona, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

C. Links. This Website may provide links to other websites or resources over which JabberMonkey does not have control (“External Websites”). Such links do not constitute an endorsement by JabberMonkey of those External Websites. You acknowledge that JabberMonkey is providing these links to you only as a convenience, and further agree that JabberMonkey is not responsible for the content of such External Websites or any business dealings you may have with such External Websites. Your use of External Websites is subject to the terms of use and privacy policies (if any) located on the linked to External Web sites, and is at your own risk. Certain other websites may link to this Website. You may provide links to this Website from your own website as long as you do not use any JabberMonkey trademarks, and do not link to this Website by any means that gives visitors to your own website the impression that you are linking to pages that are within your own website, or that JabberMonkey endorses your website, sponsors your website, or is in any way affiliated with your website. You shall not attribute a link on your website to this Website and then link somewhere else. You may not ”frame” any portion of the Website or present any portion of the Website as belonging to you or any third party.

Your Conduct.

You understand and agree that perfect security does not exist anywhere, and you will therefore protect your Personal Information in a reasonable way at all times. Accordingly, you will not recklessly disclose or publish your Personal Information to those that would reasonably be expected to improperly use or disclose that Personal Information.

Term.

The term of this Agreement will continue until terminated by you or JabberMonkey. You or JabberMonkey may suspend access to your Account or terminate this Agreement at any time with or without notice and with or without cause.

Privacy Policy.

JabberMonkey’s privacy policy is hereby incorporated by reference into this Agreement. You should read the privacy policy and stay familiar with its terms.

Limitation of Liability.

IN NO EVENT SHALL JABBERMONKEY BE LIABLE TO YOU OR ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER AND WHEREVER ARISING. IN NO EVENT SHALL THE TOTAL LIABILITY OF JABBERMONKEY UNDER THIS AGREEMENT OR REGARDING THE WEBSITE EXCEED ONE THOUSAND DOLLARS ($1000). Some jurisdictions do not allow certain limitations of damages so the foregoing may not apply to you.

Jurisdiction and Venue.

This Agreement shall be subject to the laws of the State of Arizona as apply to contracts entered into and performed in Arizona between Arizona residents and without regard to conflicts of laws principles. The State and Federal courts located in Maricopa County, Arizona, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.

Disclaimer.

JABBERMONKEY PROVIDES THE WEBSITE AND ALL GOODS AND SERVICES ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY. JABBERMONKEY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, ARISING FROM COURSE OF DEAL, USAGE OR TRADE, AND INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR TITLE.

General.

Neither this Agreement, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by you without the prior, written permission of JabberMonkey. Any purported assignment without such permission shall be void. This Agreement may be assigned by JabberMonkey in whole or in part without notice. Any waiver of any rights of JabberMonkey under this Agreement must be in writing, signed by JabberMonkey, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. Your use of the Website shall at all times comply with all applicable laws, rules and regulations. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes any and all prior or contemporaneous or additional communications, negotiations or agreements with respect thereto. You will indemnify and hold JabberMonkey (and JabberMonkey’s officers, directors, agents, subsidiaries, joint ventures, licensees and employees), harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or regulation, or the rights of any third party. You agree that: (i) the Website shall be deemed solely located in Arizona; and (ii) the Website is and shall be deemed a passive website that does not give rise to personal jurisdiction over JabberMonkey, either specific or general, in jurisdictions other than Arizona. YOU AND JABBERMONKEY AGREE THAT ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Copyright © 2009
Calibrus, Inc.
All Rights Reserved.

If you have any questions or comments about JabberMonkey or this Agreement, you may contact JabberMonkey at:

JabberMonkey
C/O Calibrus, Inc.
1225 W. Washington St., Suite 213
Tempe, AZ 85281
Fax: 602.778.7569

JABBERMONKEY and the JabberMonkey logo are trademarks of Calibrus, Inc., and may not be used without prior written permission.