socialDragon

TERMS OF SERVICE

Welcome to www.socialDragon.com. This Website is owned and operated by socialDragon, Inc. (“socialDragon,” “we,” or “us”) and provides access to various products and services, including, but not limited to, the socialDragon Advertising Interactions Network Service (“Advertising Interactions Service,” “Network,” or “Service”), subject to the terms and conditions set forth in these Terms of Service (“Agreement,” or “Terms of Service”).

IMPORTANT - PLEASE READ CAREFULLY. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN SOCIALDRAGON AND YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY). THIS AGREEMENT, ALONG WITH ANY GUIDELINES THAT MAY BE POSTED ON THE WEBSITE OR A PARTICULAR ADVERTISING INTERACTIONS NETWORK, SETS FORTH THE TERMS AND CONDITIONS ON WHICH YOU MAY ACCESS AND USE THE WEBSITE AND SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE WEBSITE OR SERVICE.

1. YOUR ACCEPTANCE. You acknowledge and agree that by using the Website or any Advertising Interactions Network, in any way, you consent to these Terms of Service. For clarity, by uploading, posting, publishing, displaying or making available any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials, whether created by or for You, (“Submission(s)”) on or through the Website, or any Advertising Interactions Network, you consent to these Terms of Service and your Submission(s) are subject to the licenses and other terms and conditions set forth in this Agreement. In order to use the Website and Service, You must be at least 18 years of age, or an emancipated minor, or Your account must be created by Your legal guardian and they agree to these Terms of Service on Your behalf. Importantly, by agreeing to these Terms of Service, you also consent to our Privacy Policy.

2. GUIDELINES. Specific Advertising Interactions Networks may be subject to additional guidelines, technical and non-technical specifications, and other rules and policies (“Guidelines”). Such Guidelines will be posted on the Website or the applicable Advertising Interactions Network. All such Guidelines are hereby incorporated by reference into these Terms of Service.

3. MODIFICATIONS. socialDragon may modify this Agreement from time to time, in its sole discretion, or may modify, suspend or discontinue, temporarily or permanently, the Website or any particular Advertising Interactions Network, or any feature thereof, with or without notice, and without liability to You. Modifications to these Terms of Service, including, but not limited to, any Guidelines, will be posted on the relevant area of the Website and will be effective immediately upon posting. You agree to review the Terms of Service from time to time to ensure you are updated as to any modifications. By continuing to use the Website or Service following any such modification, You accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE WEBSITE OR SERVICE.

4. REGISTRATION. In order to use certain features of the Website or applicable Service, You will have to register and create a unique, password-protected account (“Your Account”). You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. socialDragon reserves the right to delete Your Account without warning if you are found to have misrepresented your age or any of the registration information submitted. You are responsible for maintaining the confidentiality of your password and email address. You agree to (a) immediately notify socialDragon 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. You will be solely responsible for safeguarding Your password and also for any actions under Your password and Account, whether authorized by You or not. socialDragon cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

5. ACCESS. Subject to Your acceptance and compliance with these Terms of Service, socialDragon hereby grants You permission to access and use the Website, provided that You shall not (and not allow third party to): (i) modify, adapt, translate, or reverse engineer any portion of the Website and/or Advertising Interactions Service; (ii) remove any copyright, trademark or other proprietary rights notices contained in or on the Website and/or Advertising Interactions Service or in or on any content or other material obtained via the Website and/or Advertising Interactions Service; (iii) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Website and/or Advertising Interactions Service; (iv) access, retrieve or index any portion of the Website and/or Advertising Interactions Service for purposes of constructing or populating a searchable database of business reviews; (v) collect or harvest any information about other users or members (including usernames and/or email addresses) for any purpose; (vi) reformat or frame any portion of the web pages that are part of the Website and/or Advertising Interactions Service; (vii) create user accounts by automated means or under false or fraudulent pretenses; (viii) create or transmit unwanted electronic communications such as “spam” to other users or members of the Website and/or Advertising Interactions Service or otherwise interfere with other users’ or members’ enjoyment of the Website and/or Advertising Interactions Service; (ix) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (x) use the Website or Advertising Interactions Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene; (xi) copy or store any Content offered on the Website for other than your own personal, non-commercial use; (xii) use any device, software or routine that interferes with the proper working of the Website and/or Advertising Interactions Service, or otherwise attempt to interfere with the proper working of the Website and/or Advertising Interactions Service; (xiii) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (xiv) use the Website and/ or Advertising Interactions Service, intentionally or unintentionally, to violate any applicable local, state, national or international law; or (xv) collect or store personal data about other users in connection with the prohibited activities described in this paragraph.

6. SUBMISSIONS

6.1 Your Ownership Rights. Subject to the licenses You are granting hereunder, You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your Submissions. We shall not acquire any right, title or interest in or to Your Submissions, except as provided herein.

6.2 Licenses.

6.2.1 Commercial License. You hereby grant socialDragon a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sub-licensable and transferable right and license to use, reproduce, store, host, index, cache, distribute (through multiple tiers), publicly perform, publicly display, (each of the foregoing in any form, medium or technology now known or later developed), modify and adapt including without limitation the right to adapt for streaming, downloading, broadcasting, distribution, publicly displaying, publicly performing (each of the foregoing in any form, medium or technology now known or later developed), create derivative works from, and exercise all aforesaid rights with respect to such derivative works, and otherwise exploit in any manner, Your Submissions or any part thereof. You hereby expressly waive any and all so-called moral rights You may have in Your Submissions.

6.2.2 Non-commercial Creative Commons License. Notwithstanding the licenses set forth above or in any applicable Guidelines, You hereby grant to any persons or entities who want to use Your Submissions in a manner not intended for commercial advantage or private monetary compensation, a right to use, reproduce, publicly perform, distribute and display Your Submissions for non-commercial purposes pursuant to the terms and conditions of the Creative Commons Attribution-Noncommercial-Share Alike License, available at: http://creativecommons.org/licenses/by-nc-sa/2.5/. In addition, with respect to the license set forth herein, You hereby expressly waive any and all so-called moral rights You may have in Your Submissions.

6.2.3 Feedback. As part of the Service, socialDragon may provide bulletin boards, blogs, instant messaging, wikis and the like for posting user feedback, comments or other input, including but not limited to, on the Website and Service. You understand and acknowledge that, subject and pursuant to the licenses set forth hereunder, socialDragon may display Your Feedback on the Website and use it for other marketing and business activities. In addition, socialDragon may in its sole discretion decide not to use Your Feedback, delete it from the Website, and even edit Your Feedback for both content and format.

6.3 Pornographic Content. You will not use the Website or Service to display, distribute or make available any material that is sexual, pornographic, erotic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts (hereinafter, “Pornographic Content”) nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Website or Service any Pornographic Content. If socialDragon finds a Submission or other content that it determines, in its sole discretion, contains Pornographic Content, socialDragon may, without notice, remove or block access to such content and terminate Your Account.

6.4 Infringing Content. You will not use the Website or Service for any purpose or in any manner that infringes the intellectual property rights of any third party. You will not upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Website any content that infringes the intellectual property rights of any third party. If socialDragon finds content that it determines, in its sole discretion, contains infringing content, socialDragon may, without notice, remove or block access to such content and terminate Your Account. Without limiting the foregoing, Your use of the Website and Service is governed by the socialDragon Copyright Policy contained in Section 7.

6.5 Authority. You hereby represent and warrant to socialDragon that: (i) You have all the requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct Yourself and Your business and to execute, deliver, and perform all of Your obligations under this Agreement; (ii) You are the owner - or the authorized agent of the owner - of Your Submissions; (iii) You have the right to grant the licenses granted under this Agreement; (iv) Your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which You are currently bound or will become bound in the future; (v) Your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign. In addition, You hereby represent and warrant that Your Submissions and socialDragon’s use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Pornographic Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the Website; (v) do not promote illegal or harmful activities or substances or provide instructional information about activities such as making or buying illegal weapons or substances; (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Submissions are created, displayed or accessed; (vii) do not contain any adware, malware, spyware, computer programming routines, software or viruses that are intended to damage, interfere with or in any way limit the functionality of any computer software or hardware or telecommunications equipment, intercept or expropriate any system data or personal information, permit unauthorized access to the Service or any part thereof or disable, damage or erase any portion of the content or advertisements processed or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.

7. COPYRIGHT POLICY

7.1 DMCA Policy. socialDragon shall: (i) block access to, or remove material that it believes in good faith infringes copyright of a third party; and (ii) remove and discontinue service to repeat infringers.

7.2 DMCA Notice. Copyright owners or any agents thereof who believe that any Content infringes upon their copyrights may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing ( see 17 U.S.C 512(c)(3) for further detail):

i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

ii. 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;

iii. 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 the service provider to locate the material;

iv. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

v. 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

vi. 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.

vii. Such written notice should be sent to our designated agent as follows:

socialDragon, Inc

27702 Crown Valley Parkway

Suite #D-4, #285

Ladera Ranch, CA 92694.

Email: info@socialDragon.com

Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

7.3 Counter-Notification. If You elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

i. A physical or electronic signature of the subscriber.

ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

iii. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

iv. The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

8. OWNERSHIP. You acknowledge and agree that the Website and Service use and contain proprietary and confidential technology and information owned by or licensed to socialDragon, and protected by applicable intellectual property and other laws and international treaties. The content displayed on or through the Website and Service, including without limitation all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively, “socialDragon Content”) is copyrighted by socialDragon and its licensors under United States and international copyright laws. Other than with respect to Your Submissions, and as expressly set forth in this Agreement, the socialDragon Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of socialDragon. You must abide by all copyright notices, information, or restrictions contained in or attached to any socialDragon Content. socialDragon and the socialDragon logo, as well as certain other of the words and logos displayed on the Website, constitute trademarks, trade names, or service marks (“Marks”) of socialDragon or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with socialDragon or those other entities.

9. INDEMNITY. You will indemnify, defend and hold socialDragon and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and relevant third parties including advertisers, distribution partners, referral partners, service providers, licensors, licensees, consultants and contractors (collectively the “socialDragon Entities”) harmless from and against any claims, liabilities, losses, costs, damages or expenses including reasonable attorneys’ fees and costs, directly or indirectly, arising out of or in any way relating to: (i) Your negligence or misconduct; (ii) Your Submissions or any other information or material You submit; (iii) Your conduct, including Your use of the Website and Service; (iv) any violation or breach of this Agreement; or (v) any violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of Your use of the Website or the Advertising Interactions Service (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the socialDragon Entities. socialDragon shall have the right, in its sole discretion, to select its own legal counsel to defend socialDragon from any Claims (but by doing so shall not excuse Your indemnity obligations) and You shall be solely responsible for the payment of all socialDragon’s reasonable attorneys’ fees incurred in connection therewith. You shall notify socialDragon immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or socialDragon’s ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of socialDragon, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for socialDragon.

10. WARRANTY DISCLAIMER

10.1 Your use of the Website and the Advertising Interactions Service is at Your sole discretion and risk. The Website, Advertising Interactions Service and all materials, information, products and services included therein, are provide on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. SOCIALDRAGON AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE WEBSITE AND SERVICE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE.

10.2 socialDragon and its licensors expressly disclaim any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Website or Service; (ii) regarding the goods, services, advice, information or links provided by any third party; (iii) that the Website or Service will meet Your requirements; or (iv) that the Website or Service will be error-free or uninterrupted. No advice or information, whether oral or written, obtained by You from socialDragon or from Your use of the Website or Service, shall create any warranty not expressly stated in this Agreement.

10.3 Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to You.

11. LIMITATION OF LIABILITY

11.1 THE SOCIALDRAGON ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE WEBSITE AND/ OR THE ADVERTISING INTERACTIONS SERVICE, ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SOCIALDRAGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOCIALDRAGON'S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SOCIALDRAGON FOR THE WEBSITE AND/ OR THE ADVERTISING INTERACTIONS SERVICE.

11.2 You acknowledge that the limitations set forth above are an essential basis of the bargain and of the allocation of risks between the parties. Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.

12. GENERAL

12.1 Governing Law: The Terms of Service shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded and does not apply to this Agreement.

12.2 Assignment: You may not assign or transfer this Agreement, in whole or in part, without the prior written consent of socialDragon. Any attempted assignment in violation of this Section will be null and void and of no force or effect. socialDragon may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

12.3 Waiver: The failure to require performance of any provision shall not affect socialDragon’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

12.4 Severability: If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.

12.5 Entire Agreement: This Agreement constitutes the entire and exclusive understanding and agreement between You and socialDragon regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between You and socialDragon relating to this subject matter.