iterasi, Inc. ("iterasi", "us" or "we") operates this website (www.iterasi.net) (the "Site") to provide software ("Software") and services ("Services") that enable users to upload certain content to other websites. These Terms of Use ("Terms") are the terms and conditions governing use of the Site, Software and Services by you, the individual identified in the application submitted during the registration process ("User" or "you"). READ THESE TERMS CAREFULLY BEFORE YOUR USE OF THE SERVICES. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT SUBSCRIBE TO THE SERVICES, NOR MAY YOU ACCESS OR OTHERWISE USE THE SITE, THE SOFTWARE OR THE SERVICES.

MODIFICATIONS

iterasi reserves the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, the Software and/or the Services, including, but not limited to, information, data, text, graphics, messages, links, photos or other materials ("Content"), features and/or availability, and iterasi will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site, Software or Services or restrict your access to part, or all, of the Site or Services without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion. iterasi may, upon notice published on the Site, modify these Terms at any time. Your use of the Site, Software or Services after posting of such modification of these Terms will constitute your acceptance of the modifications. Please check these Terms periodically for any changes that have been made. IF YOU ARE DISSATISFIED WITH ANY MODIFICATIONS, YOUR ONLY REMEDY IS TO TERMINATE YOUR USE OF THE SOFTWARE AND THE SERVICES. ELIGIBILITY The Services currently are not available to minors under the age of 18 or to any users suspended or removed from the system by iterasi for any reason. Use of the Services is void where prohibited. REGISTRATION AND PASSWORD In order to use the Services, we require that you register. In registering, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the applicable registration form(s) and (b) maintain and promptly update the information. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to refuse any and all current or future use of the Site or Services (or any part thereof) by you. During the registration process, you will designate a password. You are responsible for maintaining the confidentiality of your password, and are responsible for all activities that occur under your user name and password, whether or not authorized by you. Your account may only be used by one person, and you do not have the right to sell, trade or otherwise transfer your account to anyone else. iterasi will not be liable for any loss or damage arising from your failure to comply with this paragraph.

SOFTWARE LICENSE

Subject to these terms, iterasi grants you a limited, non-transferable, non-exclusive personal license to use the Software available for download from the Site, for your own personal use in uploading User Content (defined below) to iterasi.com and other websites. The Software may be used on a single computer through a browser you own or have licensed from a third party. All right, title and interest, including all intellectual property rights, in and to the Software remains with iterasi. You may not, nor may you allow any third party to, (a) modify, adapt, translate or create derivative works of the Software; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Software (except where such activities are expressly allowed under applicable law notwithstanding this restriction); (c) sublicense, copy, transmit or distribute the Software; or (d) use the Software on a time-sharing or service bureau basis, or otherwise provide services to third parties using the Software.

If you are using the Software on behalf of the United States Government, whether as an employee or contractor, the Software is classified as "commercial computer software" and the documentation is classified as "commercial computer software documentation" or "commercial items," pursuant to DFAR Section 227.7202 or FAR Section 12.212, as applicable. Any use, modification, reproduction, display or disclosure of the Software or any documentation by the United States Government shall be governed by these Terms.

You may obtain updates to the Software through the Site, as iterasi may in its sole discretion make available from time to time. All updates and other new versions of the Software provided by iterasi are covered by these Terms as part of the "Software." iterasi is not obligated to provide any support or other services to you with respect to the Software under these Terms.

PRIVACY POLICY

In the course of your use of the Services, you will be asked to provide certain information to us. iterasi's use of any information you provide or otherwise collected by us through the Site or the Services are governed by our Privacy Policy, currently available at http://www.iterasi.com/privacy. We urge you to read our Privacy Policy.

PROPRIETARY RIGHTS

You acknowledge and agree that the Site, the Software, the Services and the Content featured on the Site or as part of the Services may contain proprietary and/or confidential information that is protected by applicable intellectual property and other laws and, as between you and us, we own all right, title and interest in and to the Site, the Services and the Content (other than User Content as defined below).

Product names, logos, designs, titles, words or phrases may be protected under law as the trademarks, service marks or trade names of iterasi (the "Marks"). Without iterasi's prior written permission, you agree not to display or use any such Marks in any manner. Nothing on the Site is intended or should be construed to grant any license or right to use any Mark without the prior written consent of iterasi.

All other trademarks used on the Site or in connection with the Services are the property of their respective owners.

USER CONTENT

The Software and Services allow you to publish Content ("User Content"). You understand and expressly agree that iterasi assumes no responsibility or liability for any User Content and that User Content is the sole and entire responsibility of the person from which such content originated. Therefore, you are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available via the Site, Software or Services. Since others will have access to User Content, you are advised to consider carefully the Content you post. By posting User Content or making User Content available through the Services, you warrant that: (a) you are the owner of such Content or have been granted by the Content owner all the rights necessary to post such Content; and (b) such Content will not infringe the intellectual property rights or otherwise violate the rights of any third party.

iterasi does not control the Content provided by users and as such assumes no responsibility for the accuracy, integrity or quality of such Content. iterasi is not responsible if any Content provided by users contains errors or omissions; is offensive, objectionable, defamatory or otherwise violate any intellectual property right or any other proprietary right of a third party; or for loss or damage of any kind incurred as a result of such Content. You acknowledge and agree that Content you view or post is at your own discretion and risk, including any reliance on the accuracy, completeness or usefulness of such Content. You further acknowledge and agree that the views expressed by you and other users of the Software or Services do not necessarily reflect the views of iterasi, and iterasi does not support or endorse any Content or other information posted by you or any User.

We have no obligation to monitor the Site or the Services. You acknowledge and agree, however, that we do retain the right to monitor the Site and the Services and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site and Services properly, or to protect ourselves and/or our users. We reserve the right to refuse to post or to remove any information or materials, including any User Content, from any portion of the Site or Services, in whole or in part, that, we determine in our sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms. iterasi will not be liable in any way for any such refusal or removal.

PERMISSIBLE USE; PROHIBITED CONDUCT

iterasi gives you the limited, revocable right to access the Site and use the Software and Services only as expressly allowed in these Terms, and subject to the limitations set forth below. iterasi may terminate services to you if you violate any of these limitations, and may suspend services to you to investigate suspected violations. You acknowledge and agree that use of the Site, the Software and the Services is limited to your personal and non-commercial use only. You may not sell, lease or rent access to or use of the Site, the Software or the Services. THE SERVICES ARE SUBJECT TO LIMITS IN BANDWIDTH AND STORAGE CAPACITY. IF YOU EXCEED THE LIMITS, ITERASI MAY SUSPEND SERVICES TO YOU. IN THE EVENT THAT YOU FAIL TO PAY FOR SERVICES AS REQUIRED, ITERASI WILL PROVIDE NOTICE TO YOU OF THE AMOUNT REQUIRED TO MAINTAIN SERVICES THROUGH YOUR CONTACT EMAIL ADDRESS. IF YOU FAIL TO PAY FOR THE SERVICES PROMPTLY AFTER NOTICE IS PROVIDED, ITERASI MAY TERMINATE SERVICES TO YOU AND DATA YOU HAVE STORED MAY BE LOST.

You agree to comply with all treaties, laws, rules and regulations applicable to your use of the Site, the Software and the Services. You agree that while using the Site, the Software and the Services, you will not:

• upload, post, email or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• harm minors in any way;
• impersonate any person or entity, including, but not limited to, an official of iterasi, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Site, Software or Services;
• upload, post, email or otherwise transmit any User Content that you do not have a right to transmit 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);
• upload, post, email or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• upload, post, email or otherwise transmit 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;
• engage in conduct or encourage conduct that would constitute a criminal offence or give rise to civil liability;
• interfere with or disrupt the Site or Services or servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Service;
• "stalk" or otherwise harass another;
• collect or store personal data about other users; or
• attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Service.

INTERACTION WITH OTHER SITES AND USERS

You are solely responsible for ensuring your compliance with other terms and conditions applicable to your use of (including posting of User Content to) other web sites, and your interactions with other users of the Site, Software and Services.

INTERNET ACCESS

You acknowledge and agree that in connection with your use of the Site and the Services, you must: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access, and (b) provide all equipment, software and other materials necessary for you to access and use the Site and the Services, including without limitation any applicable third party software and authorized access to third party web sites. iterasi shall not be responsible for any malfunctions, errors, crashes or other adverse events that may occur from your use of the Site or the Services.

TERMINATION

iterasi, in its sole discretion, may terminate your access to and/or use of the Software or Services for any reason without prior notice. Without limiting the foregoing, the following will lead to a termination by iterasi of a User's use of the Services: (a) any conduct or activities that we, in our sole discretion, believe violate any of these Terms, violate the rights of iterasi or are otherwise inappropriate for continued access, (b) requests by law enforcement or other government agencies, (c) a request by you to close your account, or (d) unexpected technical issues or problems. You acknowledge and agree that iterasi may immediately deactivate or delete your user account and all related information and files in your user account and/or bar any further access to the Site, Software or Services. iterasi will not be liable to you or any third-party for any termination of your access to the Site, Software or Services.

DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE TO ALL OF THE FOLLOWING:

• YOUR USE OF THE SITE, THE SOFTWARE AND THE SERVICES IS AT YOUR SOLE RISK.
• THE SITE, THE SOFTWARE AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONALITIES, AND MATERIALS, ARE PROVIDED "AS IS," AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
• ITERASI DOES NOT WARRANT THAT THE SITE, THE SOFTWARE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONALITIES, AND MATERIALS, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR- FREE, OR THAT DEFECTS WILL BE CORRECTED. ITERASI MAKES NO WARRANTY THAT THE SITE, SOFTWARE OR THE SERVICES WILL MEET USERS' EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE, SOFTWARE OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SOFTWARE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SOFTWARE AND THE SERVICES.
• ANY MATERIAL OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL OR CONTENT. ITERASI DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OF CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE SITE, THE SOFTWARE OR THE SERVICES.
• ITERASI DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE OR THE SERVICES. THE IN IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Some jurisdictions do not allow the exclusion of certain warranties, so the above exclusions may not apply to you.

DEALINGS WITH THIRD PARTIES

Your dealings with any other entities promoted on or through the Site or Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such other entity. You agree that iterasi shall not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the promotion of such other entities as part of the Site or Services.

THIRD PARTY LINKS

The Site may provide links to other web sites or Internet resources outside of the Site. iterasi has no control over or responsibility for such sites and resources. You agree that iterasi is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. iterasi provides these links to you only as a convenience and inclusion of any link does not imply endorsement of the other site or resource.

LIMITATION OF LIABILITY

IN NO EVENT SHALL ITERASI, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE, THE SOFTWARE, THE SERVICES, OR THE CONTENT, MATERIALS AND FUNCTIONALITIES RELATED THERETO, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL LIABILITY OF ITERASI FROM ANY CAUSE WHATSOEVER (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM OR RELATED TO THE TERMS OR YOUR USE OF THE SITE, SOFTWARE OR SERVICES EXCEED, IN THE AGGREGATE, THE AMOUNTS YOU PAID TO ITERASI FOR THE SOFTWARE OR SERVICES, OR $100, WHICHEVER IS GREATER.

The limitations of damages set forth above are fundamental elements of the basis of the bargain between iterasi and User. This Site, the Software and the Services would not be provided by iterasi without such limitations.

If any jurisdiction does not allow the exclusion or limitation of liability for consequential or incidental damages, liability is limited to the fullest extent permitted by law.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNITY

You agree to defend, indemnify and hold iterasi, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including, without limitation, reasonable attorneys' fees, in any way arising from or related to your violation of these Terms, or your use of the Site, the Software or the Services, including without limitation any third party claim that any User Content (or any part thereof) you upload, post or distribute infringes any copyright, trademark, trade name or patent right of a third party, defames or invades any right of publicity or privacy, or otherwise infringes any other proprietary right.

FEEDBACK

You acknowledge and agree that any and all comments, suggestions or feedback (collectively, "Feedback") you choose to provide to iterasi regarding the Site or Services may be used by iterasi, at its discretion, in any manner, without liability or obligation (including, without limitation, monetary compensation) to you. You agree and hereby assign to iterasi all rights, title and interest, worldwide, including, without limitation, all intellectual property rights, in and to such Feedback. You waive any moral rights in and to any such Feedback.

COPYRIGHT AGENT

If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information in writing to the Copyright Agent named below:

• Information reasonably sufficient to permit us to contact you, such as your name, address, telephone number and email address;
• Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works through the Services are covered by the notice, identify a representative list of such works;
• Identify the material that you claim is infringing, or 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 us to locate the material;
• A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; and
• A statement by you, made under penalty of perjury, that the information provided in the notice is accurate and that you are authorized to act on behalf of the owner of the copyright that is allegedly infringed.

Our Copyright Agent is: [email protected]

Electronic Communications

The information communicated on this Site constitutes an electronic communication. When you communicate with us through the Site or other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically and that such communications, as well as notices, disclosures, agreements and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us. Notices and communications to iterasi must be sent to the applicable address given in these Terms or to [email protected].

INTERNATIONAL USE

We control and operate the Site, and provide the Services, from our offices in the United States of America. We do not represent that materials on the Site or Services are appropriate or available for use in other locations. Persons who choose to access or use the Site or Services from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree to comply with all local rules regarding online conduct and acceptable Content. Without limiting the generality of the foregoing, 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.

CONSENT TO PROCESSING

By providing any personal information to the Site or through the Services, all Users, including without limitation Users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States.

Any inquiries concerning these Terms should be directed to: [email protected]

GENERAL

The Terms constitute the entire agreement between you and iterasi and govern your use of the Site, the Software and the Services, superseding any prior or contemporaneous agreements, written or oral, between you and iterasi with respect to the use of the Site, the Software or Services. The Terms and the relationship between you and iterasi shall be governed by the laws of the State of California, U.S.A., without regard to its conflict of law provisions. You and iterasi agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California. The failure of iterasi to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms 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 Terms remain in full force and effect. You may not assign the Terms or any of your rights or obligations under the Terms without iterasi's express written consent. The Terms inure to the benefit of iterasi's successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect.