Website Terms of Use

AGREEMENT

These Terms of Use (hereinafter, the "Agreement") constitute a legally binding agreement by and between HookUpYourDorm.com (hereinafter, "HUYD.com") and you ("You" or "Your") concerning Your use of HUYD.com's website (the "Website") and the services available through the Website (the "Services"). By using the Website, You represent and warrant that You have read and understood, and agree to be bound by, the Agreement and HUYD.com's Privacy Policy (the "Privacy Policy"), which is incorporated herein by reference and made part of this Agreement. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES.

PRIVACY POLICY

By using the Website, You consent to the collection and use of certain information about You, as specified in the Privacy Policy. HUYD.com encourages users of the Website to frequently check HUYD.com's Privacy Policy for changes.

CHANGES TO AGREEMENT AND PRIVACY POLICY

Internet and the applicable laws, rules, and regulations change frequently. ACCORDINGLY, HUYD.COM RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES. Unless HUYD.com obtains Your express consent, any revised Privacy Policy will apply only to information collected by HUYD.com after such time as the revised Privacy Policy takes effect, and not to information collected under any earlier Privacy Policies.

ELIGIBILITY

BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. This Agreement is void where prohibited.

LICENSE

Subject to Your compliance with the terms and conditions of this Agreement, HUYD.com grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of HUYD.com. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of HUYD.com or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.

USER INFORMATION/PASSWORD PROTECTION

In connection with Your use of certain Services, You will be required to complete a registration form. You represent and warrant that all information You provide on the registration form or otherwise in connection with Your use of the Website and Services will be complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy by visiting Your personal profile. For additional information, see the section concerning User Ability To Access, Update, and Correct Personal Information in HUYD.com's Privacy Policy.

You will also be asked to provide a user name and password in connection with certain Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of someone else at any time. You agree to notify HUYD.com immediately of any unauthorized use of Your account, user name, or password. HUYD.com shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by HUYD.com, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of Your account or password.

PRODUCT & PRICING INFORMATION

HUYD.com attempts to be as accurate as possible with product and pricing information; however, HUYD.com cannot guarantee that product or pricing information is accurate, complete, reliable, current or error-free. Except as otherwise noted, the price displayed for products represents the retail price, suggested by the manufacturer or supplier, or estimated in accordance with industry practice. In the event that product or pricing information is incorrect due to typographical, informational, technical or other errors, HUYD.com will not be liable for any loss or discrepancy with accurate data.

THIRD-PARTY WEBSITES

The Website is linked with the websites of third parties ("Third-Party Websites"), some of whom may have established relationships with HUYD.com and some of whom may not. HUYD.com does not have control over the content and performance of Third-Party Websites. HUYD.COM HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, HUYD.COM DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. HUYD.COM DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.

YOU AGREE THAT, WHEN LINKING TO OR OTHERWISE ACCESSING OR USING A THIRD-PARTY WEBSITE, YOU ARE RESPONSIBLE FOR: (I) TAKING PRECAUTIONS AS NECESSARY TO PROTECT YOU AND YOUR COMPUTER SYSTEMS FROM VIRUSES, WORMS, TROJAN HORSES, MALICIOUS CODE AND OTHER HARMFUL OR DESTRUCTIVE CONTENT; (II) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT IS OBSCENE, INDECENT, OFFENSIVE, OR OTHERWISE OBJECTIONABLE OR UNLAWFUL, OR THAT CONTAINS TECHNICAL INACCURACIES, TYPOGRAPHICAL MISTAKES AND OTHER ERRORS; (III) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT VIOLATES THE PRIVACY OR PUBLICITY RIGHTS, OR INFRINGES THE INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, OR THAT IS SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, STATED OR UNSTATED; (IV) ALL FINANCIAL CHARGES OR OTHER LIABILITIES TO THIRD PARTIES RESULTING FROM TRANSACTIONS OR OTHER ACTIVITIES; AND (V) READING AND UNDERSTANDING ANY TERMS OF USE OR PRIVACY POLICIES THAT APPLY TO THOSE THIRD-PARTY WEBSITES.

CONSENT TO RECEIVE EMAIL

By establishing an account with HUYD.com, You thereby consent to receive periodic email communications from HUYD.com regarding the Services, new product offers, promotions and other matters.

FEES

Access to the Website and use of the Services is free. You acknowledge and agree that HUYD.com reserves the right to charge for access to the Website and use of the Services and to change its fees from time to time in HUYD.com's sole discretion.

USER CONTENT

"User Content" is any content, materials or information, not including Personal Information (as defined in HUYD.com's Privacy Policy), that You upload or post to, or transmit, display, perform or distribute by means of, the Website, whether in connection with Your use of Services or otherwise. YOU HEREBY GRANT HUYD.COM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, ASSIGNS, AND INDUSTRY PROFESSIONALS (COLLECTIVELY, THE "HUYD.COM PARTIES") A PERPETUAL, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU FURTHER AGREE THAT THE HUYD.COM PARTIES MAY PUBLISH OR OTHERWISE DISCLOSE YOUR NAME AND/OR ANY USER NAME OF YOURS IN CONNECTION WITH THEIR EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE HUYD.COM PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION.

You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the HUYD.com Parties under this section.

PUBLIC FORUMS

"Public Forum" is any area, site or feature offered as part of the Website (including without limitation discussion forums, message boards, blogs, or chat rooms) that enables You (a) to upload, submit, post, display, perform, distribute and/or view User Content; and/or (b) to communicate, share, or exchange User Content with other Website members or other Website visitors. You acknowledge that Public Forums, and features contained therein, are for public and not private communications. You further acknowledge that anything You upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum may be viewed on the Internet by the general public, and therefore, You have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Content You upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum and for the consequences of submitting or posting same. HUYD.COM DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR PUBLIC FORUMS AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED THEREON.

OBJECTIONABLE CONTENT

You represent and warrant that You shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) violate any provision of this Agreement or any other HUYD.com agreement or policy; or (h) is generally offensive or in bad taste, as determined by HUYD.com (collectively, "Objectionable Content"). HUYD.COM DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, HUYD.com reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. HUYD.com, in its sole discretion, may delete any Objectionable Content from its servers. HUYD.com intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.

PROHIBITED AND RESTRICTED ITEMS

For Your convenience, HUYD.com has prepared a list of some of the types of prohibited and restricted items that You may not add to Your wish list. Please keep in mind that the following list is intended as a guideline, and not as an exhaustive list of the items that HUYD.com finds inappropriate. HUYD.com reserves the right, in its sole discretion, to reject or delete any gift request for any reason.

Partial list of prohibited and restricted wish list items:

• Obscene material or child pornography.
• Weapons and related items, including but not limited to firearms; disguised, undetectable or switchblade knives; martial arts weapons; scopes; silencers; ammunition; ammunition magazines; BB guns; tear gas or stun guns.
• Controlled substances or illegal drugs; substances and items used to manufacture controlled substances and drug paraphernalia.
• Alcohol or tobacco products.
• Prescription drugs and medical devices, including but not limited to prescription or contact lenses, defibrillators, hypodermic needles or hearing aids.
• Gambling items, including but not limited to lottery tickets, raffle tickets, sweepstakes entries or slot machines.
• Illegal telecommunications equipment, including but not limited to access cards, password sniffers, access card programmers and unloopers, or cable descramblers.
• Household pets of any kind including but not limited to dogs, cats, primates, cage birds, rodents, reptiles, amphibians, fish.
• Fireworks, including but not limited to "safe and sane" fireworks or any destructive devices or explosives.

PROHIBITED USES

HUYD.com imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that You will not: (a) "stalk" or otherwise harass any person, or contact any person who has requested not to be contacted; (b) provide false, misleading or inaccurate information to HUYD.com or any other Website member or visitor; (c) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (d) harvest or otherwise collect information about HUYD.com users, including email addresses and phone numbers; (e) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (f) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (g) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (h) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (i) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (j) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (k) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the HUYD.com Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.

INTELLECTUAL PROPERTY

1. Compliance with Law

   You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. YOU BEAR THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS.

2. Trademarks

   HOOK UP YOUR DORM, HookUpYourDorm.com, and the Hook Up Your Dorm logo (collectively, the "HUYD.com Marks") are trademarks or registered trademarks of HookUpYourDorm.com Ltd. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the HUYD.com Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the HUYD.com Marks generated as a result of Your use of the Website and Services will inure to the benefit of HookUpYourDorm.com Ltd, and You agree to assign, and hereby do assign, all such goodwill to HookUpYourDorm.com Ltd. You shall not at any time, nor shall You assist others to, challenge HookUpYourDorm.com Ltd's right, title, or interest in or to, or the validity of, the HUYD.com Marks.

3. Copyrighted Materials; Copyright Notice

   All content and other materials, with the exception of User Content, available through the Website and Services, including without limitation the Hook Up Your Dorm logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by HookUpYourDorm.com Ltd or are the property of HUYD.com's licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2009 to the present, HookUpYourDorm.com Ltd. ALL RIGHTS RESERVED.

4. DMCA Policy

   As HUYD.com asks others to respect HUYD.com's intellectual property rights, HUYD.com respects the intellectual property rights of others. If You have evidence, know, or have a good faith belief that Your rights or the rights of a third party have been violated and You want HUYD.com to delete, edit, or disable the material in question, You must provide HUYD.com with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed 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 HUYD.com to locate the material; (d) information reasonably sufficient to permit HUYD.com to contact You, such as an address, telephone number, and if available, an electronic mail address at which You may be contacted; (e) a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, You must provide it to HUYD.com's designated agent at:

   Attn: Copyright Agent
   1197 St. Andrews Lane
   West Chester, PA 19382
   copyrightagent@hookupyourdorm.com

DISCLAIMERS; LIMITATION OF LIABILITY

1. NO WARRANTIES.

   HUYD.COM, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, HUYD.COM, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER HUYD.COM NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER HUYD.COM NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.

2. YOUR RESPONSIBILITY FOR DAMAGE

   YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD HUYD.COM OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.

3. LIMITATION OF LIABILITY

   THE LIABILITY OF HUYD.COM AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HUYD.COM OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO HUYD.COM OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF HUYD.COM AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE $25. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN HUYD.COM AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

4. APPLICATION

   THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND HUYD.COM OR BETWEEN YOU AND ANY OF HUYD.COM'S ITS LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. HUYD.COM'S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.

YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other HUYD.com policies, and with any applicable laws or regulations.

INDEMNITY BY YOU

Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless HUYD.com and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; or (iii) Your provision to HUYD.com or any of the Indemnified Parties of information or other data.

The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.

GOVERNING LAW; JURISDICTION AND VENUE

The Website, Services, and this Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in West Chester, Pennsylvania and shall be governed by and construed in accordance with the laws of the State of Pennsylvania without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.

1. Requirement of Arbitration.

   You agree that any dispute, of any nature whatsoever, between You and HUYD.com arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of JAMS in Philadelphia, Pennsylvania unless You and HUYD.com mutually agree to a different arbitrator, who shall render an award in accordance with the substantive laws of Pennsylvania and JAMS' Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS' fee and reasonable attorney's fees) to the prevailing party.

2. Remedies in Aid of Arbitration; Equitable Relief.

   This agreement to arbitrate will not preclude You or HUYD.com from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or HUYD.com from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING "EQUITABLE RELIEF" WILL BE THE FEDERAL AND STATE COURTS LOCATED IN PHILADELPHIA, PENNSYLVANIA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.

TERMINATION

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, HUYD.COM RESERVES THE RIGHT TO, IN HUYD.COM'S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION. This Agreement shall automatically terminate in the event that You breach any of this Agreement's representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by HUYD.com. You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to HUYD.com notice of Your intention to do so, in the manner required by this Agreement.

NOTICES

All notices required or permitted to be given under this Agreement must be in writing. HUYD.com shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to HUYD.com. You agree that any notice received from HUYD.com electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH HUYD.COM IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY HUYD.COM OF AN EMAIL TO THAT ADDRESS. You shall give any notice to HUYD.com by means of: (1) fax at: 484.200.2142; or U.S. mail, postage prepaid, to 1197 St. Andrews Lane, West Chester, PA 19382.

GENERAL

This Agreement constitutes the entire agreement between HUYD.com and You concerning Your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of HUYD.com or by the unilateral amendment of this Agreement by HUYD.com and by the posting by HUYD.com of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of HUYD.com. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and HUYD.com are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the HUYD.com Parties and the Indemnified Parties as and to the extent set forth in Sections 11, 15, 19 and 20(b), and HUYD.com's licensors and suppliers as and to the extent expressly set forth in Section 17, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to HUYD.com and HUYD.com's licensors and suppliers, and would therefore entitle HUYD.com or HUYD.com's licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.