TODHD and TODHD.com Terms of Use AgreementDecember 1, 2009By using the TODHD community (the "Community") that TODHD Networks, ("TODHD", "us", or "we") operates on its sites (the "Sites"), you agree to be bound by these Terms of Service (this "Agreement"), whether or not you register as a member of the TODHD Community ("Member") or any other Community run by TODHD. The TODHD services (the "Services") consist of the Community and the Sites. If you wish to become a Member of this community, communicate with other Members in this community or any other community run on the TODHD platform, and make use of the Service, read this Agreement and follow all instructions in the registration process. This Agreement sets out the legally binding terms for your membership and may be modified by TODHD from time to time.TODHD, (“TODHD” or “we”) operates this community TODHD.com, and other Branded Social Communities which is a social networking platform that allows Members to create personal profiles online in order to find and communicate with friends and family on Branded Social Television Networks referred to as Channels. The services offered by TODHD include any TODHD-branded URL (the "TODHD Website" and “TODHD” and others), TODHD messaging services (including, without limitation, channel guide, instant messaging, private messaging, chat tv, live streaming, and email services), TODHD music and video services, TODHD developer services, TODHD mobile services, and any other features, content, or applications offered from time to time by TODHD in connection with TODHD’s business (collectively, the "TODHD Services"). The TODHD Services are hosted in the United States and around the world.In addition, when using particular functionalities and features that are part of the Services, you may be subject to additional guidelines, terms, or rules and conditions applicable to such functionalities and features ("Additional Terms"), which may be posted from time to time. All such Additional Terms of TODHD and the TODHD Privacy Policy (www.TODHD.com/PrivacyPolicy) are hereby incorporated by reference into this Agreement.When and if such additional functionalities and features are provided to us by any of our partners (such as, but not limited to, media (audio/video) players for content provided by our licensor's) the additional terms that govern your use of such functionalities and features are not incorporated into this Agreement, but shall govern your use of such functionalities and features and you hereby agree to comply with and be bound by such terms as a condition to your access and use of such functionalities and features.This Terms of Use Agreement, as may be modified from time to time, ("Agreement") constitutes legally binding terms and applies to your use of the TODHD Services. By accessing and/or using the TODHD Services, you agree to be bound by this Agreement, whether you are a "Visitor" of TODHD (which means that you simply browse the TODHD/TODHD Services, including, without limitation, through a mobile or other wireless device, or otherwise use the TODHD Services without being registered) or you are a "Member" (which means that you have registered with TODHD or any other sites/channels operated by TODHD). The term "User" refers to a Visitor or a Member. You are authorized to use the TODHD Services (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations (“Applicable Law”) and the terms of this Agreement. In addition, in consideration for becoming a Member and/or making use of the TODHD Services, you must indicate your acceptance of this Agreement during the registration process.TODHD reserves the right to modify this Agreement at any time and from time to time, and each such modification shall be effective upon posting on the TODHD Services. All material modifications will apply prospectively only. Your continued use of the TODHD Services following any such modification constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue use of the TODHD Services immediately. You may receive a copy of this Agreement by emailing us at: privacy@TODHD.com, Subject: Terms of Use Agreement. 1. ELIGIBILITY. Use of the TODHD Services and registration to be a Member for TODHD and the TODHD Services (“Membership”) is void where prohibited. THE SERVICES ARE INTENDED SOLELY FOR ACCESS AND USE BY INDIVIDUALS THAT ARE THIRTEEN (13) YEARS OF AGE OR OLDER. BY ACCESSING AND USING THE SERVICES, YOU ARE CERTIFYING THAT YOU ARE AT LEAST THIRTEEN (13) YEARS OLD. By using TODHD and the TODHD Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; (d) you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement; and (e) your use of the TODHD Services does not violate any Applicable Law. Your profile may be deleted and your existing Membership may be terminated without warning, if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18. If you are merely surfing or browsing through the Sites and have not yet registered to become a Member, your use of the Sites is still subject to this Agreement; if you do not agree to this Agreement, do not use the Services.2. TERM. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the TODHD site and TODHD Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Settings, Account Settings page. TODHD and TODHD may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Furthermore, TODHD and TODHD reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including, without limitation, private messages, emails and instant messages, videos, video messages [collectively, “messages”]) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the TODHD site or any other TODHD Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. In addition, TODHD and TODHD reserves the right, in its sole discretion, to reassign or rename your profile URL. TODHD and TODHD expressly reserves the right to remove your profile and/or deny, restrict, suspend, modify or terminate your access to all or any part of the TODHD site or TODHD Services if TODHD or TODHD determines, in its sole discretion, that you have violated this Agreement or pose a threat to TODHD or any other sites operated by TODHD, TODHD, its employees, business partners, Users and/or the public. Even after Membership is terminated, this Agreement will remain in effect, including, without limitation, Sections 5,6,7,8,9,10,11,12,13,14,15,16,17,18.3. MEMBER ACCOUNT. When you sign up to become a Member and create a TODHD and TODHD Member account ("Member Account"), you will also be asked to choose and create a username and a password for your Member Account. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Member Account, Member profile, username, or password of another Member or any third party at any time. You agree to notify TODHD and TODHD immediately if you suspect any unauthorized use of your Member Account or Member profile or access to your password. You are solely responsible for any and all use of your Member Account and Member profile.4. FEES. You acknowledge that TODHD and TODHD reserves the right to charge for any portion of the TODHD Services and to change its fees (if any) from time to time in its discretion. If TODHD terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees and/or payments (if any). 5.USE BY MEMBERS. The TODHD and TODHD Services are for the personal use of its Members. Any commercial purposes must be specifically endorsed and/or authorized by TODHD and TODHD. TODHD and TODHD reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the TODHD and TODHD Services, including, without limitation, collecting usernames, user id numbers, 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 TODHD and TODHD Services, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized data collection or solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. TODHD and TODHD reserves the right to take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the TODHD and TODHD Services.6. YOUR MEMBER PROFILE. Any Content used for or photographs posted by you in your Member profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post a photograph of another person without that person's permission.7. CONTENT POSTED ON THE SERVICES. You understand and agree that TODHD and TODHD Services may at its own discretion (but is not obligated to) review any content, communication, information, Intellectual Property, material, messages, photos, videos, URLs, profiles and the like (collectively, "Content") that is uploaded, published or displayed (hereinafter, "posted") on the Services and delete or refuse to take online any such Content, including, without limitation, any Content that in the sole judgment of TODHD and TODHD Services violates this Agreement or which might be offensive, inappropriate, illegal, or that might violate the rights, harm, or threaten the safety of other Members or third parties. You are solely responsible for the Content that you post on the Services, or transmit to other Members or third parties. By posting Content to any area of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to TODHD an irrevocable, perpetual, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform (including by means of a digital audio transmission), and otherwise use Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. In addition, you represent and warrant that you have the right to post the Content and you will not post any illegal or prohibited Content and will not infringe, misappropriate, violate or contravene any third party rights (including, without limitation, any intellectual property rights). The following is a partial list of the kind of Content that is illegal or prohibited on the Sites ("Prohibited Content"). TODHD reserves the right (but is not obligated) to investigate and to take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending Content from the Service and terminating the membership of such violators. Prohibited Content includes but not limited to the following: (a) threatens, harasses or advocates harassment of another person; (b) is offensive to the online community, such as Content that promotes racism, bigotry, hatred, psychological or physical harm of any kind against any group or individual; (c) involves the transmission of "junk mail," or unsolicited mass mailing or "spamming"; (d) promotes information that you know is false, misleading or that promotes illegal activities or conduct that is deemed illegal, abusive, threatening, obscene, defamatory or libelous; (e) promotes an illegal and/or any unauthorized ("pirated") copy of another person's copyrighted work (whether indicated or marked as such, or not), such as, but not limited to, providing pirated computer programs or links to them, providing information to circumvent copy-protection mechanisms, illegal file sharing or providing pirated music, video or other pirated Content, or links to such pirated music, video files, or files that contain such other pirated Content; (f) contains any restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page not authorized by TODHD or TODHD); (g) displays any pornographic or sexually explicit material of any kind and in any form period; (h) provides material that exploits people in any way including but not limited to minors under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18; (i) provides any type of instructional information about illegal activities such as, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses, or any other malicious activities; (j) solicits passwords or personal identifying information of any kind for commercial or unlawful purposes from other users; and engages in commercial activities and/or commercial sales without our prior written consent of TODHD and TODHD, including, without limitation, contests, sweepstakes, barter, advertising, and pyramid schemes; (k) constitutes, promotes, or is used primarily for the purpose of dealing in: counterfeit goods, items subject to US embargo, illegal drugs and paraphernalia, stolen products and items used for theft, unlicensed trade or dealing in stocks or securities, gambling items, professional services regulated by state licensing regimes or non-transferable items; Furthermore you must use the Services in a manner consistent with any and all applicable Federal and Local laws and regulations. You may not engage in advertising to, or solicitation of, other Members to buy or sell any products or services through the Services, except as to the extent expressly allowed by TODHD and TODHD in specific sections of the Services. You may not transmit any chain letters or unsolicited email to other Members or other parties. You may not engage in any automated use of the Services, such as using scripts, bots, or the like, to add friends or send comments or messages; or (l) otherwise violates the terms of this Agreement or creates liability for TODHD or TODHD. Although TODHD and TODHD cannot monitor the conduct of its Members off the Services, it is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any Member, Advertisers, Service providers without their prior explicit consent. In order to protect our Members from such advertising or solicitation, TODHD and TODHD reserves the right to restrict the number of emails and other communications (including sharing of Content) which a Member may send to other Members in any twenty-four (24) hour period to a number which TODHD and TODHD deems appropriate in its sole discretion. TODHD and TODHD reserves the right to limit the storage capacity of Content that you post on, through or in connection with the TODHD Services8. THIRD PARTY SERVICES. Third Party and Linked Services created by third party developers may be available on, through or in connection with the TODHD and TODHD Services. Linked Services include applications, websites, desktop, wireless, mobile and other services available from third parties which can be installed onto your TODHD and TODHD profile or shared with other Users on the TODHD Services or which may link to your TODHD and TODHD account from outside of the TODHD and TODHD Services. Linked Services may use your TODHD and TODHD profile information, friends and/or other profile content on the Linked Service and share activity events between TODHD and TODHD and the Linked Service (depending on the features the Linked Service chooses to make available). NOTICE: When engaging with a third party and/or Linked Service, you are interacting with the third party, not with TODHD or TODHD. TODHD and TODHD does not control the third party, and cannot dictate their actions. If you choose to use a third party and/or Linked Service, the Linked Service may use and share your data in accordance with the privacy policy of and your privacy settings on such service. In addition, the third party providing the Linked Service may use other parties to provide portions of the application or service to you, such as technology, development or payment services. TODHD and TODHD is not responsible for and makes no warranties, express or implied, as to the third party Linked Services or the providers of such Linked Services (including, but not limited to, the privacy practices thereof). TODHD and TODHD encourages you not to provide any personally identifiable information to any third party Linked Service unless you know and are comfortable with the party with whom you are interacting.9. MOBILE SERVICES. You may access and use the Services using certain mobile devices. Unless otherwise specifically stated herein, your access and use of the Services via a mobile device is subject to the terms and conditions of this Agreement and your full compliance with all your obligations hereunder, including, without limitation, the terms and conditions regarding the use and provision of Content. By accessing and using the Services with a mobile device you acknowledge and agree that you may receive certain communications from the Services (such as SMS, MMS, text messages, mobile emails, or other electronic communications means, collectively "Mobile Communications"). Please note that by accessing and using the Services via mobile devices, or by using certain mobile features, such as receiving or sending Mobile Communications via your mobile device, you may incur fees from the provider or carrier of the mobile services that you use ("Carrier") and you are solely responsible for the payment of such fees. If you choose to update your profile with information about your actual location (including location-related information provided by your Carrier or applications), you acknowledge and agree that (a) such information may be made available to every viewer of your Member profile and (b) TODHD and TODHD does merely make this information available upon your request and is not responsible for the correctness of such information and any use of such information by third parties, including other Members. 10.MEMBER DISPUTES. You are solely responsible for your interactions with other TODHD and TODHD Users, third party developers or any other parties with whom you interact through the TODHD and TODHD Services and/or Linked Services. You agree that TODHD and TODHD will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other Member's use or disclosure of your personally identifiable information. If there is a dispute between you and any third party (including, without limitation, any Member, Services or Linked Services), TODHD and TODHD is under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and other Members.11.COPYRIGHT POLICY. You may not post, distribute, or reproduce any copyrighted material, trademarks, or other proprietary information in any way without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your personal work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Sites; your address, telephone number, and email address; (d) a written statement by you that you (in good faith) believe that the disputed use is not authorized by the copyright owner, its agent, or the law; 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. TODHD and TODHD's Copyright Agent for notice of claims of copyright infringement can be reached by writing the following: TODHD obo TODHD.com Attn: Copyright Agent 13101 Washington Blvd. #241 Los Angeles, California 90066 copyrightdept@TODHD.com11. PRIVACY. Use of the TODHD and TODHD Services is also governed by our stated privacy policy, which is incorporated into this Agreement by this reference. 12. Disclaimers. TODHD is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted through or in connection with the TODHD Services or Linked Services, by Users of the TODHD Services or Linked Services, and such User Content does not necessarily reflect the opinions or policies of TODHD. In addition, TODHD is not responsible for any damage, injury or loss caused by Users of the TODHD Services or by any of the equipment or programming associated with or utilized in the TODHD Services or Linked Services. Profiles and Linked Services created and posted by Members on, though or in connection with the TODHD Services may contain links to other websites or services. TODHD is not responsible for the Content, accuracy or opinions expressed on such websites and services, and such websites and services are not necessarily investigated, monitored or checked for accuracy or completeness by TODHD. Inclusion of any linked website or service on the TODHD Services does not imply approval or endorsement of the linked website or service by TODHD. When you access these third party sites and services, you do so at your own risk. TODHD takes no responsibility for third party advertisements or Linked Services that are posted on, through or in connection with the TODHD Services or Linked Services, nor does it take any responsibility for the goods or services provided by these third parties. TODHD is not responsible for the conduct, whether online or offline, of any User of the TODHD Services or Linked Services. TODHD 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. TODHD is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the TODHD Services or Linked Services or combination thereof, including, without limitation, 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 TODHD Services or Linked Services. Under no circumstances shall TODHD be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from use of the TODHD Services or Linked Services, attendance at a TODHD event, from any User Content posted on or through the TODHD Services or Linked Services, or from the conduct of any Users of the TODHD Services, whether online or offline. The TODHD Services and Linked Services are provided "AS-IS" and as available and TODHD expressly disclaims any warranty of fitness for a particular purpose or non-infringement. TODHD cannot guarantee and does not promise any specific results from use of the TODHD Services or Linked Services. 14. Limitation on Liability. IN NO EVENT SHALL TODHD BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE TODHD SERVICES OR LINKED SERVICES, EVEN IF TODHD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TODHD'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 TODHD FOR THE TODHD SERVICES DURING THE TERM OF MEMBERSHIP. 15. U.S. Export Controls. Software available in connection with the TODHD Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the TODHD Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. 16. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. You and TODHD agree to submit to the exclusive jurisdiction of the courts located within the State of New York to resolve any dispute arising out of the Agreement or the TODHD Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT. 17. Indemnity. You agree to indemnify and hold TODHD, its subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of your use of the TODHD 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 in this Agreement and/or any Content that you post on, through or in connection with the TODHD Services. 18. Other. This Agreement is accepted upon your use of the TODHD Website or any of the TODHD Services and is further affirmed by you becoming a Member. Your agreement with TODHD will always include this Agreement at a minimum. Your access and use of certain TODHD Services will require you to accept additional terms and conditions applicable to such certain TODHD Services, in addition to this Agreement, and may require you to download Software or Content. The failure of TODHD 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. TODHD is a trademark of TODHD, Inc. 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 at: Contact TODHD with any questions regarding this Agreement. I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.