Terms and Conditions

Terms and Conditions Version 1.0 (October, 2010)

THESE TERMS OF USE GOVERN YOUR USE OF THE WWW.biggestDEALS.COM WEBSITE AND RELATED SERVICES AND PRODUCTS. PLEASE CAREFULLY READ THESE TERMS OF USE, THE PRIVACY POLICY AND ALL OTHER DOCUMENTS REFERENCED HEREIN. BY USING THIS WEBSITE YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LEGALLY ENFORCEABLE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE WEBSITE OR SERVICES FOR ANY PURPOSE. These Terms of Use (the "Terms") constitute an important legal agreement between you ("you" or "your") and LOCAL DIRECTORY INC., a California limited liability company ("Company", "we", "our" or "us"). The Company owns and/or operates the www.biggestDEALS.com website, including any subdomains, and any replacement or successor website(s), and all portions thereof (collectively, the "Site"). We are willing to allow you to use the Site and the services provided thereon as long as you agree to and accept all of these Terms.

1. Modification of these Terms.

We have the right, at our sole discretion, to change, modify or otherwise alter these Terms at any time. Such modifications shall become effective immediately upon the posting thereof at this URL. You must review these Terms on a regular basis to keep yourself apprised of any changes. Further, we have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability and equipment needed for access or use.

2. Description of Site.

The Site provides various information, services and products including, without limitation, promotional vouchers ("Vouchers") which can be purchased through the Site from various merchants ("Merchants"). The Vouchers can be exchanged for discounted goods/services from the Merchants and other third parties. The terms relating to the purchase of Vouchers on or through the Site are set forth in the Section 3 below.

3. Voucher Purchase Terms.

Vouchers shall be purchased through the Company from Merchants subject to the terms and conditions set forth in this Section 3.
You are required to create an account in order to purchase any Voucher. An account is required so that the Company can provide you with easy access to print your orders, view your past purchases, modify your preferences, and to ensure permissible use of the Voucher.
A Voucher is redeemable for the goods or services of the applicable Merchants. The Merchant, not the Company, is the seller of the Voucher and the associated goods and services and is solely responsible for providing such goods and services. The Company sells Vouchers on behalf of Merchants but has no responsibility for providing the applicable good or services and is not liable in any manner for the Voucher.

A. Terms and Conditions for Restaurant-Specific Vouchers.

For this section, "Restaurant" shall be defined as a Merchant who offers food and beverage for sale in its regular business operations, and is making such food and beverages available to purchasers of Vouchers.

Vouchers purchased from Restaurants are subject to the following terms and conditions:

• Redemption frequency is determined by Restaurants, and shall be contained in the Voucher offer on the Site.
• Use of Restaurant-Specific Vouchers for alcoholic beverages is at the sole discretion of the Restaurant and is subject to compliance with applicable law
• Vouchers cannot be combined with any other restaurant vouchers, third party certificates, coupons, or promotions, unless otherwise specified by Restaurant.
• Restaurant-Specific Vouchers cannot be used for taxes, tips or prior balances, unless permitted by the Restaurant.
• Valid for dine in only unless otherwise stated.
• The issuing of restaurant credit is at the sole discretion of the Restaurant unless otherwise required by applicable law.
• Neither the Company nor the Restaurant is responsible for lost or stolen Vouchers or restaurant Voucher reference numbers.
• Reproduction, sale or trade of a Restaurant-Specific Voucher is prohibited unless done so in compliance with applicable law.
• Any attempted redemption not consistent with these Terms will render the Restaurant-Specific Voucher void.
• Void to the extent prohibited by law.
• If you redeem the Voucher for less than its face value, you will only be entitled to a credit or cash from the Restaurant, equal to the difference between the face value and the amount you redeemed, if required by applicable law. You will only be entitled to a continuing redemption value as noted above if the amount that you paid for the Voucher exceeds the amount you redeemed. For example, if you paid $25 for a Voucher which entitles you to purchase $50 of food and beverage by January 1, 2011 and you make a purchase for $40 on December 31, 2010, you will only be entitled to a credit or cash equal to the difference between the $50 face value and the amount you redeemed from the Merchant (i.e., $10) if required by applicable law. You will not have any redemption value either because the amount you redeemed is more than what you paid for the Voucher.
• All purchases of Vouchers for Restaurants may have statutory limitations on the amount of the Voucher value that can be redeemed for alcoholic beverages. Compliance with state statutes or codes is the responsibility of the Merchant. The Company’s sole role in the transaction is as a sales agent for the Merchant’s Voucher, and the applicability and compliance with any relevant statute or code is solely determined and consummated by the Merchant, and the Company has no role in such determination or action on the part of the Merchant.

B. Terms and Conditions for Non-Restaurant Merchant Vouchers

Vouchers purchased from Merchants other than Restaurants are subject to the following terms and conditions:

• The Voucher may be applied only to merchandise sold by Merchant, and may not be applied to shipping or handling charges.
• Limit one (1) Voucher per redemption. Only one Voucher can be used per order unless otherwise specified by Merchant.
• The issuing of credit is at the sole discretion of the Merchant unless otherwise required by law.
• Neither the Company nor the Merchant is responsible for lost or stolen Vouchers or Voucher’s reference number.
• The Voucher cannot be combined with any other vouchers, third party certificates, coupons, or promotions, unless otherwise specified by Merchant.
• Reproduction, sale or trade of the Voucher is prohibited unless done so in compliance with applicable law.
• Any attempted redemption not consistent with these terms and conditions will render the Voucher null and void.
• Void to the extent prohibited by law.
• If you redeem the Voucher for less than its face value, you will only be entitled to a credit or cash equal to the difference between the face value and the amount you redeemed from the Merchant if required by law. You will only be entitled to a continuing redemption value as noted above if the amount that you paid for the Voucher exceeds the amount you redeemed. For example, if you paid $25 for a Voucher which entitles you to purchase $50 of product by January 1, 2011 and you make a purchase for $40 on December 31, 2010, you will only be entitled to a credit or cash equal to the difference between the $50 face value and the amount you redeemed from the Merchant (i.e., $10) if required by applicable law. You will not have any redemption value either because the amount you redeemed is more than what you paid for the Voucher.

C. Additional Terms and Conditions for Vouchers.

All Vouchers shall be subject to the terms and conditions of the applicable Merchants. The Merchants are the sellers of the goods or services which you are purchasing.
As a holder and issuer of the Voucher, the Merchant shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the Merchant, as well as for any unclaimed property liability arising from unredeemed Vouchers or portions thereof. You waive, and release the Company and its officers, managers, members, employees and agents from, any claim, liabilities, damages, or injury arising from or related to any act or omission of a Merchant in connection with a Voucher or the services/goods provided in connection therewith and/or as it relates to compliance with applicable unclaimed property and other laws relating to the redemption of the Vouchers or any portion thereof.
Pursuant to applicable law, the Merchant may be required to allow you to redeem your Voucher for the cash value based on the money you actually paid for your Voucher (i.e. if you paid $20 for a Voucher which gives you $50 of value to the Merchant, the cash value that you paid is $20, not $50), for a period of time that extends beyond the expiration date on the Voucher. While the expiration date on the Voucher dictates the last date that you can use your Voucher at Merchant for the promotional offer stated on the Site or Voucher, applicable law may provide that the Merchant is responsible for honoring the cash value that you paid for your Voucher for a period of time beyond the expiration date stated on the Voucher. In other words, you should be allowed to redeem the cash value (or purchase price) of your Voucher up until the greater of: (1) the Voucher’s expiration date; or (2) the minimum length of time allowed by applicable law for a Voucher to expire. In the event that you have an expired Voucher and would like to redeem it for the price you paid to acquire it, please contact the Merchant. Once again, the Merchant should allow such

4. Limited License; Prohibited Uses of Site.

Subject to these Terms, the Company grants you a limited, non-transferable license to make personal, informational, non-commercial use of this Site. You may view and electronically copy and print to hard copy portions of this Site for the sole purpose of using materials it contains for personal, informational, non-commercial use only. Any other use of this Site or the materials contained herein without the prior written permission of the Company is strictly prohibited, including, without limitation: (a) any resale or commercial use of this Site; (b) the retransmission, rebroadcasting or other distribution, display or publication of any information contained in this Site; (c) making derivative uses of this Site and its contents; (d) use of any data mining, robots or similar data-gathering or data extraction methods; (e) downloading (other than the page caching) of any portion of this Site or any information contained on this Site, except as expressly permitted on this Site; or (f) any use of this Site other than for its intended purpose.
Without limiting the generality of the foregoing, you shall not use the Site for any of the following:

• For fraudulent purposes, or in connection with a criminal offense or other unlawful activity;
• To send, use, re-use, upload, post, email or otherwise transmit any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of any law or third party rights; or is otherwise injurious to third parties; objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailing or spam;
• To forge headers or otherwise manipulate identifiers in order to disguise the origin of any postings or other materials transmitted to or through this Site;
• To upload, post, email or otherwise transmit any postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• To upload, post, email or otherwise transmit any postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;
• Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;
• To upload, post, email or otherwise transmit any postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• To interfere with or disrupt this Site or servers or networks connected to this Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
• To intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;
• To "stalk" or otherwise harass another user of this Site or any person affiliated with the Company; or
• To collect or store personal data or attempt to collect or store personal data about other users of the Site.

5. Site Content; Intellectual Property.

The Site and included content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, video clips, testimonials, software, scripts, graphics, photos, sounds, ideas, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the "Content") and all intellectual property rights to the same are owned by the Company, its licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Site are owned by the Company, its licensors, or both. Except for the limited use rights granted to you in these Terms, you shall not acquire any right, title or interest in the Site or any Content. Any rights not expressly granted in these Terms and Conditions are expressly reserved for the Company and its licensors.
You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Content, the Site, or any related software.
Any use of the Content not expressly permitted by these Terms is a material breach of these Terms and may violate copyright, trademark, and other laws. Content and features are subject to change or termination without notice in the editorial discretion of the Company.

6. Copyright Policy.

The Company respects the intellectual property of others, and we ask our users to do the same. The Company may, in appropriate circumstances and in its sole discretion, limit access to this Site and/or terminate the accounts of any users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide the Company’s designated copyright agent the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on this Site; (d) your name, address, telephone number and email address; (e) 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; and (f) a statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Failure to include all of this information may result in a delay of the processing of your notification.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c) ("DMCA"), our designated agent for notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated. Designated Agent for Claimed Infringement:

LOCAL DIRECTORY INC
DMCA Designated Agent

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials may be referred to the United States Copyright Office for adjudication as provided in the DMCA.

7. User Content; Forums and Interactive Areas.

This Site may include discussion forums or other interactive areas, including chat rooms, bulletin boards, content classification areas, or areas where you may post materials for other users to see ("Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Area, you agree not to post, upload, input, provide, submit, transmit, distribute or otherwise publish through this Site any of the following:

1. Any message, data, information, text, graphics or other material ("Content") that is false, misleading, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, hateful, racially or ethnically offensive, or otherwise objectionable;
2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law, including without limitation, the regulations of the U.S. Securities and Exchange Commission, or any rules of any securities exchange such as the New York Stock Exchange, the American Stock Exchange, or the NASDAQ;
3. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any Content, you represent and warrant that you own all necessary rights, or have permission from the rightful owner(s) of the Content, to grant the Company all of the license rights granted in these Terms;
4. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity or is fraudulent;
5. Unsolicited promotions, advertising or solicitations for funds, goods or services, including junk mail and spam, without the express written permission of the Company;
6. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
7. Content that advertises products or services competitive with the Company’s products and services;
8. Viruses, corrupted data or other harmful, disruptive or destructive files; and
9. Content that, in the sole judgment of the Company, is objectionable or that restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or that may expose the Company or its users to any harm or liability of any type.

The Company takes no responsibility and assumes no liability for any Content posted or uploaded by you or any third party, or (without limitation) for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of the Interactive Areas is at your own risk. Information posted in any Interactive Area should not be considered authoritative and cannot be guaranteed as to accuracy. As a provider of interactive services, the Company is not liable for any statements, representations, or Content provided by its users in any public forum, personal home page or other Interactive Area. You understand that during your use of any Site, you may be exposed to content that is offensive, indecent, or objectionable, and you hereby waive any legal or equitable rights or remedies you have or may have against the Company arising out of your use of any Site. Although the Company has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, the Company reserves the right, and has absolute and sole discretion, to remove, screen or edit any Content that violates these provisions or is otherwise objectionable. Any use of the Interactive Areas or the Site in violation of the foregoing is in violation of these terms and may result in, among other things, the termination or suspension of your rights to use the Interactive Areas and/or the Site.

8. License Grant.

By posting comments, messages or other information ("Postings") on the Site, you grant the Company a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Postings alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensee.

9. Privacy Policy.

We believe strongly in providing you notice of how we collect and use data, including personally identifiable information, from the Site. Therefore, we have adopted a Privacy Policy that you should refer to in order to fully understand how we collect and use information. You understand that through your use of this Site, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to or from the United States for storage, processing and use by the Company.

10. Third-Party Content.

The Site provides links to web pages and content of Merchants and other third parties ("Third Party Content") as a service to those interested in this information. The Company does not monitor nor does it have any control over any Third Party Content or third party websites. The Company does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. Licensor does not represent or warrant the accuracy of any information contained therein, and undertakes no responsibility to update or review any Third Party Content. Users use these links and Third Party Content contained therein at their own risk.

11. Account, Password and Security.

This Section applies if you register for an account on this Site. If you do, you will receive a password and account designation. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify the Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this section or relating to passwords or account designations generally.
and complete information about yourself on the membership application form and to maintain and promptly update such account information. If you provide any untrue or inaccurate information, or if we have reasonable grounds to suspect that such information is untrue or inaccurate, we may suspend or terminate your account and refuse all current and future use by you of our Site.

12. Parental or Guardian Permission.

Some of the Content on this Site may not be appropriate for children. CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THIS SITE. We strongly recommend that children between the ages of 13 and 18 ask for their parent's or guardian's permission before viewing our Site.

13. Disclaimers.

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND PRODUCTS AND SERVICES ASSOCIATED WITH THE SITE (THE "SERVICES") IS AT YOUR SOLE RISK. THE SITE AND SERVICES ARE PROVIDED, AND SERVICES ARE PURCHASED AND SOLD, ON AN "AS IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (EXCEPT FOR ANY WARANTIES THAT MAY PROVIDED BY MERCHANTS OR OTHER THIRD PARTIES FROM WHOM THE SERVICES ARE PURCHASED). WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE SITE WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SITE OR CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS PURCHASED OR RECEIVED THROUGH OR ADVERTISED ON THE SITE OR ACCESSED THROUGH THE SITE; AND (5) WARRANTIES THAT YOUR USE OF THE SITE WILL BE SECURE OR UNINTERRUPTED.
ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.

14. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE, THE PURCHASE OF PRODUCTS OR SERVICES ON OR THOUGH THE SITE, OR THESE TERMS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR ANY LINKS ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR ANY LINKS ON THE SITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE COMPANY AND ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF $100.00 OR THE AGGREGATE AMOUNT PAID BY YOU TO THE COMPANY DURING THE FOUR (3) MONTH PERIOD PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM IS BROUGHT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

15. Indemnification/Release.

You agree to defend, indemnify and hold harmless the Company, its affiliates and their respective officers, managers, members, employees and agents from and against all claims, losses, damages, liabilities, costs and expenses (including attorneys’ fees and other legal expenses)(collectively, "Losses"), arising directly or indirectly from or connection with: (a) your purchase of Vouchers or other products or services on or through the Site from a Merchant or other third party; (b) any breach by you of these Terms; (c) your violation of any law; (d) infringement of a third party’s rights as a result of your Postings. You are solely responsible for all interactions with Merchants and other users of the Site. To the fullest extent permitted under applicable laws, you hereby release the Company, its affiliates and their respective officers, managers, members, employees and agent from any and all Losses you may suffer in connection with the purchase of Vouchers from, and/or any product or service of, a Merchant (including, without limitation, Losses arising from a Merchant’s failure to honor a Voucher or any product or services purchased from a Merchant). In connection with the foregoing release, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

16. Termination.

These Terms are effective until terminated by either party. If you no longer agree to be bound by these Terms, you must cease your use of the Site (but will be liable for any prior breaches of these Terms). The Company reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the Site, with or without notice. You agree that any termination of your access to the Site may be effected without prior notice, and acknowledge and agree that the Company may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files on the Site. Further, you agree that we shall not be liable to you or any third-party for any such termination.

17. Choice of Law and Venue.

These Terms shall be construed as if both parties jointly wrote them. These Terms shall be construed, controlled and governed by the laws of the State of California, without regard to conflicts of law principles or provisions. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURT OF ORANGE COUNTY IN THE STATE OF CALIFORNIA AND THE COMPANY AND YOU CONSENT TO JURISDICTION IN THOSE COURTS.

18. Miscellaneous.

These Terms, the Privacy Policy and any other policies or rules of the Company posted on the Site, constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by the Company, whether express or implied, of any provision of these Terms shall constitute a continuing waiver of such provision or a waiver of any other provision of these Terms; nor shall the Company be stopped from enforcing any provision of these Terms, except by written instrument executed by the Company. The Company will have no liability hereunder by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, internet outages, computer virus, acts of god, war, governmental action, or any other cause that is beyond the Company’s reasonable control. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of these Terms is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions of these Terms shall continue in full force and effect. No modification, amendment, discharge or change of these Terms shall be valid unless the same is agreed to in writing by the Company in its sole discretion. Any amendment to the Terms will be posted on the Site and will become effective immediately upon posting. These Terms shall be binding upon and inure to the benefit and/or burden of and be enforceable by the parties hereto and their respective legal representatives, successors and permitted assigns. You may not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, without the prior written consent of the Company. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. The Company may assign these Terms or any rights hereunder without your consent and without notice.