TERMS TERMS OF SERVICE pALZParc Terms of Service - effective March 8, 2014 pALZParc Corporation ("pALZParc" or "We") provides an internet-based networking service that allows members to manage unique personal information (a "Profile") online in order to find and communicate with other members. The services offered by pALZParc include the pALZParc website, the pALZParc internet message service, and any other features, content, or applications offered from time to time by pALZParc (collectively, the "pALZParc Services"). pALZParc Services are described in further detail in the pALZParc User Reference Guide that is updated as needed. pALZParc Services are delivered over the internet from computer systems residing in the United States. This Terms of Service Agreement ("Agreement") sets forth the legally binding terms for your use of the pALZParc Services. By using the pALZParc Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the pALZParc Website) or you are a "Member" (which means that you have registered with pALZParc and may have provided information in the form of a Profile. The term "User" refers to a Visitor or a Member. You are only authorized to use the pALZParc Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully. If you do not agree with it, you should leave the pALZParc website and discontinue use of the pALZParc Services immediately. If you wish to become a Member, communicate with other Members and make use of the pALZParc Services, you must read this Agreement and indicate your acceptance during the member registration process. This Agreement includes pALZParc's policy for acceptable use of the pALZParc Services and content provided ("Post") on the pALZParc website, your rights, obligations and restrictions regarding your use of the pALZParc Services and pALZParc's Privacy Policy. You may receive a copy of this Agreement or pALZParc's Privacy Policy by emailing us at: privacy@pALZParc.com, and indicating your interest in the subject line. pALZParc may modify this Agreement from time to time and such modification shall be effective upon Posting on the pALZParc website. You agree to be bound to any changes to this Agreement when you use the pALZParc Services after any such modification is Posted. It is your responsibility to regularly review this Agreement to ensure that you are updated as to any changes. Please choose carefully the information you Post on pALZParc, as well as any information you provide to other Users. The pALZParc Profile(s) you complete may not contain nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other pALZParc Members may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services. pALZParc assumes no responsibility or liability for the content of any Profile. If you become aware of misuse of the pALZParc Services by any person, please contact pALZParc using the Report Abuse link provided on the website. pALZParc reserves the right, in its sole discretion, to reject, refuse to Post or remove any Post (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the pALZParc Services at any time, for any or no reason, with or without prior notice, and without liability. pALZParc expressly reserves the right to remove your Profile and/or restrict, suspend, or terminate your access to any part of pALZParc Services if pALZParc determines, in its sole discretion, that you pose a threat to pALZParc and/or Users. Eligibility Use of pALZParc Services is void where prohibited by any law or regulation. By using the pALZParc Services, you represent and warrant that (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the pALZParc Services does not violate any applicable law or regulation. Term This Agreement will remain in full force and effect while you use the pALZParc Services or are a User. You may terminate your membership at any time, for any reason, by following the instructions on the Account Settings page. Even after your membership is terminated by you or pALZParc, this Agreement will remain in effect. Fees You acknowledge that pALZParc reserves the right to charge for some or all of the pALZParc Services and to change fees from time to time at pALZParc's own discretion. If you or pALZParc terminate your membership, you will not be entitled to the refund of any unused portion of subscription fees. Further, you are responsible for assuring all payment arrangements are properly discontinued to pALZParc in the event that you terminate your membership in any of the pALZParc Services requiring payment. Payment If you make a payment for pALZParc Services, you agree to our payments terms. Password When you sign up to become a member, you will be asked to provide a password that meets pALZParc standards. You are solely and entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another User at any time or to disclose your password to any third party. You agree to notify pALZParc immediately if you suspect any unauthorized use of your account or access to your password. You are solely and entirely responsible for any and all use of your account. Non-Commercial Use by Members The pALZParc Services are for Users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by pALZParc. Illegal and/or unauthorized use of the pALZParc Services, including collecting usernames and/or any other User information by electronic or other means for any purpose is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from a member profile without notice and may result in termination of member privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the pALZParc Services. Proprietary Rights in Content on pALZParc pALZParc does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you Post to the pALZParc Services. After Post of your Content to the pALZParc Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. If you display or Post any Content on or through the pALZParc Services, you hereby grant to pALZParc a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through pALZParc Services. Without this license, pALZParc would be unable to provide the pALZParc Services. The license you grant to pALZParc is non-exclusive (meaning you are free to license your Content to anyone else in addition to pALZParc), fully-paid and royalty-free (meaning that pALZParc is not required to pay you for the use on the pALZParc Services of the Content that you Post), sub-licensable (so that pALZParc is able to use its affiliates and subcontractors such as internet content delivery networks to provide the pALZParc Services), and worldwide (because the internet and the pALZParc Services are global in reach). This license will terminate at the time you remove your Content from the pALZParc Services. The license does not grant pALZParc the right to sell your Content, nor does the license grant pALZParc the right to distribute your Content outside of the pALZParc Services. You represent and warrant that: (i) you own the Content Post by you on or through the pALZParc Services or otherwise have the right to grant the license set forth in this section, and (ii) the Posting of your Content on or through the pALZParc Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content Post by you to or through the pALZParc Services. The pALZParc Services contain Content owned by pALZParc ("pALZParc Content"). pALZParc Content is protected by copyright, trademark, patent, trade secret and other laws, and pALZParc owns and retains all rights in the pALZParc Content and the pALZParc Services. pALZParc hereby grants you a limited, revocable, nonsub-licensable license to reproduce and display the pALZParc Content (excluding any software code) solely for your personal use in connection with viewing the pALZParc Website and using the pALZParc Services. Content Post You are solely responsible for the Content that you Post on or through any of the pALZParc Services, and any material or information that you transmit to other Users. pALZParc does not endorse and has no control over the Content. Content is not necessarily reviewed by pALZParc prior to Posting and does not necessarily reflect the opinions or policies of pALZParc. pALZParc makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Users. Content/Activity Prohibited This section includes a partial list of Content that is illegal or prohibited to Post on or through the pALZParc Services. pALZParc reserves the right to investigate and take appropriate legal action against anyone who, in pALZParc's sole discretion, violates this provision, including without limitation, removing the offending communication from the pALZParc Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that in the sole discretion of pALZParc is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, harasses or advocates harassment of another person, exploits people in a sexual or violent manner, contains nudity, violence, or offensive subject matter or contains a link to an adult website, solicits personal information from anyone under 18, promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous, promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files, involves the transmission of junk mail, chain letters, or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page), furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses, solicits passwords or personal identifying information for commercial or unlawful purposes from other Users, involves commercial activities and/or sales without our prior written consent, for example as contests, sweepstakes, barter, advertising, or pyramid schemes, includes a photograph of another person that you have Post without that person's consent, or uses sexually suggestive imagery or any other unfair, misleading or deceptive Content. The following is a partial list of the kind of activity that is illegal or prohibited on the pALZParc website and through your use of the pALZParc Services. pALZParc reserves the right to investigate and take appropriate legal action against anyone who, at pALZParc's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets. You may not transmit any chain letters or junk email to other members. It is also a violation of these rules to use any information obtained from the pALZParc Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. Other activity that is prohibited on the pALZParc website and through the use of pALZParc Services is described in the pALZParc User Reference Guide. Other Rules and Principles for pALZParc Use You will use the pALZParc Services to participate in the pALZParc community, and you will not use pALZParc Services for purposes other than authorized by pALZParc. You will not engage in unlawful marketing schemes, such as a pyramid scheme on pALZParc. You will not upload viruses or malicious code. You will not solicit login information or access an account belonging to someone else. You will not bully, intimidate, or harass any User. You will not Post content that is hateful, threatening, pornographic, or that contains nudity or graphic or gratuitous violence. You will not offer any contest, giveaway, promotion, or sweepstakes without pALZParc's prior written consent. You will not use pALZParc to do anything lawful, misleading, malicious, or violent. You will not do anything that could disable, overburden, or impair the proper working of pALZParc, such as a denial of service attack. You will not facilitate or encourage any violations of this Agreement. You will not provide any false personal information on pALZParc, or create an account for anyone other than yourself. You will keep your contact information accurate and up to date. You will not share your pALZParc password, let anyone else access your account, or do anything else that might jeopardize your account. If you select a username for your account, we reserve the right to remove or reclaim it if we believe the username is inappropriate, including where a trademark owner complains about a username that infringes on their trademark rights. We respect the rights of others, and will remove any content or information that you Post on pALZParc if we believe it violates this Agreement. You may not cover or obscure any pALZParc information on your personal Profile pages, or any pALZParc page via HTML/CSS or any other means. You may not interfere with, disrupt, or create an undue burden on the pALZParc Services or the networks or services connected to the pALZParc Services; You may not attempt to impersonate another User or person in using any pALZParc Services. You may not use the pALZParc copyrights or trademarks, or any confusingly similar marks, without our written permission. If you collect information from other Users you must obtain their consent. You will not Post anyone else's identification documents or sensitive information on pALZParc. You will not misrepresent your relationship with pALZParc, including issuing any press release or any public statement with pALZParc's written permission. pALZParc may make changes for legal or administrative reasons upon notice without opportunity to comment. You will not sell or otherwise transfer any Profile. You will not use the pALZParc Services in a manner inconsistent with any and all applicable laws and regulations. Copyright Policy You will not Post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. Member Disputes You are solely responsible for your interactions with other pALZParc Members. pALZParc reserves the right, but has no obligation, to monitor disputes between you and other Members. Privacy Use of the pALZParc Services is also governed by the pALZParc Privacy Policy, which is incorporated into this Agreement by this reference. Disclaimers pALZParc is not responsible for any incorrect or inaccurate Content Post on the pALZParc Website or in connection with the pALZParc Services, whether caused by Users of the pALZParc Services or by any of the equipment or programming associated with or utilized in the pALZParc Services. A Profile created and Post by Members on the pALZParc Website may contain links to other websites. pALZParc is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by pALZParc. Inclusion of any linked website on the pALZParc Services does not imply approval or endorsement of the linked website by pALZParc. When you access these third-party sites, you do so at your own risk. pALZParc takes no responsibility for third party advertisements which are Post on this pALZParc website or through the pALZParc Services, nor does it take any responsibility for the goods or services provided by its advertisers. pALZParc is not responsible for the conduct, whether online or offline, of any User of the pALZParc Services. pALZParc 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. pALZParc 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 pALZParc Services or combination thereof, including 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 pALZParc Services. Under no circumstances shall pALZParc be responsible for any loss or damage, including personal injury or death, resulting from use of the pALZParc Services, attendance at an pALZParc event, from any Content Post on or through the pALZParc Services, or from the conduct of any Users of the pALZParc Services, whether online or offline. The pALZParc Services are provided "AS-IS" and as available and pALZParc expressly disclaims any warranty of fitness for a particular purpose or non-infringement. pALZParc cannot guarantee and does not promise any specific results from use of the pALZParc Services. Limitation on Liability IN NO EVENT SHALL pALZParc BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF pALZParc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, pALZParc'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 pALZParc FOR THE pALZParc SERVICES DURING THE TERM OF MEMBERSHIP. U.S. Export Controls You consent to having your data processed in the United States. If you operate in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on pALZParc. Disputes If there is any dispute about or involving the pALZParc Services, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of San Diego. Either pALZParc or you may demand that any dispute between pALZParc and you about or involving the pALZParc Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in San Diego, California, USA, provided that the foregoing shall not prevent pALZParc from seeking injunctive relief in a court of competent jurisdiction. Indemnity If anyone brings a claim against pALZParc related to your actions, content or information on pALZParc Services, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. WE ARE PROVIDING pALZParc Services "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. WE DO NOT GUARANTEE THAT pALZParc Services WILL BE SAFE OR SECURE. pALZParc IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR pALZParc, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR pALZParc WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, pALZParc's LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Other This Agreement is accepted upon your use of the pALZParc website or any of the pALZParc Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and pALZParc regarding the use of the pALZParc Services. The failure of pALZParc 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. pALZParc is a trademark of pALZParc Corporation. 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: feedback@pALZParc.com with any questions regarding this Agreement.