Terms & Conditions of Use : Foonster Technology

Terms

& Conditions of Use

1. Acceptance of Terms

Foonster Inc. ("Foonster") provides services subject to the following Terms of Service ("TOS"), adopted by reference in the Foonster Client Agreement, which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at www.foonster.com. In addition, when using particular Foonster third-party provided services, Foonster and you shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time.

2. Description of Services

Foonster provides clients with access to various resources, including communications tools, forums, shopping services, search services, personalized content, and branded programming. You also understand and agree that services may include advertisements and that these advertisements are necessary for Foonster to provide the Services. You also understand and agree that the Service may include certain communications from Foonster, such as service announcements and administrative messages. These communications are considered part of the Foonster agreement and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the TOS. You understand and agree that the Service is provided "AS-IS" and that Foonster assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any client communications or personalization settings. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. Payment for Services

In order for Foonster, Inc. to sustain operations and to provide competitive pricing, clients are responsible for prompt payment of invoices. Account balances over 30-days past due are subject to a 1.5% per month late charge, or $10.00, whichever is greater. Foonster, Inc. has the right to suspend service until payment is received. If further action is warranted, the client will be responsible for all collection costs and legal fees.

The preferred method of payment is by credit card. Charges to customer credit cards are made on a secure server. The client may pay directly online, or contact the Accounting department to submit and authorize credit card payments, or establish a recurring charge for monthly payments.

4. Registration Obligations

In consideration of your use of the Service, you represent that you are of legal age and capacity to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Foonster Client Agreement and (b) maintain and promptly update this data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Foonster has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Foonster has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

5. Privacy Policy

The Foonster Privacy Policy is posted on the home page of www.foonster.com.

6. Member Account, Password, and Security

Given the nature of your website, you may receive a password(s) and account designation upon completing the Service's registration process. 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 Foonster 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. Foonster cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

7. Member Conduct

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Foonster, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. Foonster does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Foonster be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

b) harm minors in any way;

c) impersonate any person or entity, including, but not limited to, a Foonster official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

e) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

g) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;

h) upload, post, email, transmit or otherwise make available any material that contains 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;

i) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other clients of the Service are able to type, or otherwise act in a manner that negatively affects other clients' ability to engage in real time exchanges;

j) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

l) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

m) "Stalk" or otherwise harass another; and/or;

n) collect or store personal data about other clients in connection with the prohibited conduct and activities set forth in items ÒaÓ through ÒmÓ above.

You acknowledge that Foonster may or may not pre-screen Content, but that Foonster and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, Foonster and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Foonster or submitted to Foonster, including without limitation information in Foonster Message Boards and in all other parts of the Service.

You acknowledge, consent and agree that Foonster may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Foonster, its clients and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Foonster and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

8. Interstate Nature of Communications

When you register with Foonster, you acknowledge that in using Foonster services to send electronic communications (including but not limited to email, search queries, uploading photos, etc., you will be causing communications to be sent through Foonster's computer networks, portions of which are located in various locations throughout the United States and portions of which are located abroad. As a result, and also as a result of FoonsterÕs network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms of Service, you acknowledge that use of the service results in interstate data transmissions. Further, depending on the content of the clientÕs site, this interstate nature may subject the user to fall under the jurisdiction of another state/locale.

9. Special Attention for International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

10. Ownership & Rights to Content

Foonster does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant Foonster worldwide, royalty-free and non-exclusive license(s) to display the Content on your behalf.

You agree to bear the responsibility of ensuring that all licensing requirements are fulfilled for Content as appropriate.

11. Indemnity

You agree to indemnify and hold Foonster and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

12. No Resale of Service

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your Foonster identification), use of the Service, or access to the Service.

13. General Practice Regarding Use & Storage

You acknowledge that Foonster may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on Foonster's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Foonster has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that Foonster reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Foonster reserves the right to modify these general practices and limits from time to time.

14. Modification of Service

Foonster reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Foonster shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

15. Termination

You agree that Foonster may, under certain circumstances and without prior notice, immediately terminate your Foonster account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your Foonster account includes removal of access to all offerings within the Service. Further, you agree that all terminations for cause shall be made in Foonster's sole discretion and that Foonster shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service.

16. Foonster, Inc.Õs Proprietary Rights

You acknowledge and agree that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Foonster or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

17. Limitations of Liability

You expressly understand and agree that Foonster and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Foonster has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service.

18. Special Attention for Services relating to Financial Matters

If you intend to create or join any service, receive or request information, news, messages, alerts or other information from the Service concerning companies, stock quotes, investments, securities, mortgages rates, etc. the Service and information is provided for informational purposes only and should be labeled as such. No Content included in the Service is intended for trading or investing purposes. Foonster and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions based on such information.

19. No Third-Party Beneficiaries & Assignments

You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement. This contract cannot be assigned to a third-party.

20. Notice

Foonster may provide you with notices, including those regarding changes to the TOS, by email, regular mail or postings on the Service.

21. Trademark Information

The trademarks and service marks and other Foonster logos and product and service names are trademarks of Foonster Inc. Without Foonster's prior permission, you agree not to display or use in any manner the Foonster Marks.

22. Copyright & Intellectual Property

Foonster respects the intellectual property of others. Our Copyright & Intellectual Property Policy is posted on the home page at www.foonster.com

23. General Information

Entire Agreement. The TOS constitutes the entire agreement between you and Foonster and governs your use of the Service, superseding any prior agreements between you and Foonster with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Foonster services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. The TOS and the relationship between you and Foonster shall be governed by the laws of the State of Georgia. You and Foonster agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Jefferson, state of Georgia.

Waiver and Severability of Terms. The failure of Foonster to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

No Right of Survivorship and Non-Transferability. You agree that your Foonster account is non-transferable and any rights to your Foonster identification or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

24. Violations

Please report any violations of the TOS to info@foonster.com.