DIGITAL ORCHID TERMS AND CONDITIONS OF USE

This entire Site or, if applicable, selected portion of a third party Site is operated by Digital Orchid, Inc. In addition to Digital Orchid owned content and materials, the Site may contain content and materials owned by third parties and posted on the Site by virtue of a license, grant or some other form of agreement between the third party and Digital Orchid.

You are only authorized to access this Site or to use the materials contained in the Site (regardless of whether your access or use is intended) if you agree to abide by i) all applicable laws; ii) to these Terms and Conditions of Use; and iii) to Digital Orchid?s Privacy Policy, all of which constitute an Agreement between you and Digital Orchid. Please read these Terms and Conditions of Use carefully and reread them regularly to ensure you are updated on changes. If you do not agree with these conditions, you should immediately leave this Site. Any questions or comments about this Site should be sent to info@digitalorchid.com. Digital Orchid reserves the right to modify or amend this Agreement without notice at any time. If this Digital Orchid Site is part of, or a microsite of, a third party Site, whether a content provider, distributor, or other entity, these Terms and Conditions of Use are hereby appended to the hosting Site's agreement terms and, in the case of conflict the stricter provision shall apply.

ACCESS AND USE
All materials contained in this Site are protected by international trademark and copyright laws and must only be used for personal, non-commercial purposes. This means that you may only view or download material from this Site for your own use and you must keep all copyright and other proprietary notices attached to the downloaded material. The reproduction, duplication, distribution (including by way of email, facsimile or other electronic means), publication, modification, copying or transmission of material from this Site is STRICTLY PROHIBITED unless you have obtained the prior written consent of Digital Orchid or unless it is expressly permitted by this Site. The material covered by this prohibition includes, without limitation, any text, graphics, logos, photographs, audio, video, and film material or stills from audiovisual material, and any wireless or satellite form of data transmission available on this Site or through a Digital Orchid service. The use of materials from this Site on any other web site, networked computer environment, satellite, or wireless device is similarly prohibited unless expressly permitted as part of a Digital Orchid service. Requests for permission to reproduce or distribute materials found on this Site can be made by contacting Digital Orchid in writing at 12636 High Bluff Dr., Suite 120; San Diego, CA 92130; Fax 1.858.847.9800; info@digitalorchid.com. You are also strictly prohibited from creating works or materials that derive from or are based on any and all materials contained in this Site including, without limitation, fonts, icons, link buttons, wallpaper, desktop themes, videos, film, wireless transmissions, audio files, on-line postcards, greeting cards and unlicensed merchandise. This prohibition applies regardless of whether the derivative materials are sold, bartered or given away.

CONSENT TO MONITORING AND DISCLOSURE
Digital Orchid is under no obligation to monitor the Content and any other information residing on or transmitted to this server. However, anyone using this server agrees that Digital Orchid may monitor the server contents periodically to (1) comply with any necessary laws, regulations or other governmental requests; (2) to operate the server properly or to protect itself and its users. Digital Orchid reserves the right to modify, reject or eliminate any information residing on or transmitted to its server that it, in its sole discretion, believes is unacceptable or in violation of these terms and conditions.

PRODUCT AND SERVICE DESCRIPTIONS AND PRICING
Digital Orchid and third parties offering information, products, or services on the Sites attempt to be as accurate as possible. However, Digital Orchid does not warrant that information, product, and service descriptions or other content of the Sites is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible due to computer or other error or cause that a product or service offered on the Sites may be mispriced or contain an inaccuracy in its description. In the event Digital Orchid determines that a product or service is mispriced or contains an inaccurate description, Digital Orchid reserves the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error, including without limitation canceling your order. You agree to notify Digital Orchid immediately if you become aware of any pricing or descriptive errors or inconsistencies with any products or services you order through the Sites and comply with any corrective action taken by Digital Orchid.

CONTENT/MATERIAL SUBMISSIONS
You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information, provided by you in the form of e-mail, satellite or wireless transmission, submissions to Digital Orchid, or postings to or on the Sites, are non-confidential (provided that personal information provided on non-public areas of the Sites is subject to Digital Orchid's Privacy Policy and you grant Digital Orchid a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such materials throughout the world in any media now known or hereafter developed with or without acknowledgment to you, in Digital Orchid's sole discretion and without compensation to you. You also grant to Digital Orchid the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against Digital Orchid for any alleged or actual infringement or misappropriation of any proprietary right in your submitted materials and that the submission of any such materials to Digital Orchid, including the posting of materials to any forum or interactive area on the Sites, irrevocably waives any and all "moral rights" in such materials, including the rights of paternity and integrity. You represent and warrant that you own or otherwise control all of the rights to the material that you post; that the material is accurate; that use of the material you supply does not violate this Agreement and will not cause injury to any person or entity; and that you will indemnify Digital Orchid for all claims resulting from material you supply.

DISCLAIMER OF ENDORSEMENT
Reference herein to any products, services, processes, hypertext links to third parties or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply its endorsement, sponsorship or recommendation by Digital Orchid. Product and service information is the sole responsibility of each individual vendor.

DISCLAIMER OF LIABILITY AND WARRANTIES
You agree that you use this Site and rely on material contained in this Site at your own risk. The Site, and all materials in this Site, are provided "as is" and, to the fullest extent permitted by law, are provided without warranties of any kind either express or implied. This means, without limitation, that Digital Orchid DOES NOT WARRANT that the Site is fit for any particular purpose; that the functions contained in the materials in the Site will be uninterrupted; that defects will be corrected; that the Site is free of viruses and other harmful components or that the Site is accurate, error free or reliable. You acknowledge that Digital Orchid, its parents and affiliates together with their respective employees, agents, directors, officers and shareholders, ARE NOT LIABLE for any delays, inaccuracies, failures, errors, omissions, interruptions, deletions, defects, viruses, communication line failures or for the theft, destruction, damage or unauthorized access to your computer system or network. You acknowledge that Digital Orchid is not liable for any defamatory, offensive or illegal conduct or material found in connection with this Site, including such conduct or material transmitted by any means by any other person. You acknowledge that Digital Orchid is not liable for any damages, including, without limitation, direct, incidental, special, consequential or punitive damages, in connection with or arising from your use or from your inability to use the Site.

INDEMNITY
You agree to defend, indemnify and hold harmless Digital Orchid, its parents and affiliates together with their respective employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorney's fees and costs) arising out of your use of this Site; your failure to use the Site; your breach or alleged breach of this Agreement or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties.

TERMINATION
Digital Orchid reserves the right to immediately terminate your use of, or access to, this Site at any time if Digital Orchid decides at its sole discretion that you have breached this Agreement or any relevant law, rule or regulation or you have engaged in conduct that Digital Orchid considers to be inappropriate or unacceptable.

COPYRIGHT INFRINGEMENT
If you believe that any material contained in this Site infringes your copyright, you should notify Digital Orchid of your copyright infringement claim in accordance with the following procedure. Digital Orchid will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. The DMCA requires that notifications of claimed copyright infringement should be sent to this Site's Designated Agent who is:

Mr. Fred Mcgee
Digital Orchid
12636 High Bluff Dr., Suite 120
San Diego, CA 92130
P: 1.858.847.9900
F: 1.858.847.9800
Email: fmcgee@digitalorchid.com

To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. ?512(c)(3)):

1. Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;


2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;


3. Identification of the material that is claimed to be infringing 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 the service provider to locate the material;


4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;


5. A statement that the complaining party has 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;


6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

E-mails sent to fmcgee@digitalorchid.com for purposes other than communication about copyright claims may not be acknowledged or responded to.

OTHER
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. This Agreement is governed by, and construed in accordance with, the laws of the State of California without giving effect to any principles of conflicts of law. You agree to submit to the exclusive jurisdiction of the courts of the State of California or, if appropriate, the United States District Court for the Central District of California for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use or non-use of the Site, and you further irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.

SWEEPSTAKES AND/OR CONTESTS
Sweepstakes, contests, games and other promotions run on Digital Orchid's Web sites may require the visitor to provide some personally identifiable information such as full name, address, e-mail address, and phone number, in order to participate. Digital Orchid may use a reputable third party to manage and administer some or all of its sweepstakes and/or contests. This third party may have access to some or all of the personally identifiable information that is provided by the visitor in order to participate in the sweepstakes and/or contest. In those instances, the third party will be instructed by Digital Orchid to use the personally identifiable information only for the specific sweepstakes and/or contest related purpose for which it was requested, and in compliance with the Digital Orchid?s Privacy Policy. Most often this information is used only to select and contact winners of the sweepstakes and/or contests. Any other use of the personally identifiable information by the third party is strictly prohibited. Our sweepstakes and/or contests are targeted to individuals 18 years of age and older, and individuals under 18 years of age are not eligible to participate. Digital Orchid requires proof of age in order for an individual to collect any prizes awarded. Individuals may only be a prizewinner once in any ninety (90) day period.

MISCELLANEOUS
If any of these terms of use are held to be invalid, illegal or unenforceable, the remaining portions of the terms of use shall continue to be valid and will be performed, construed, and enforced to the fullest extent permitted by law, and the invalid, illegal or unenforceable term will be amended and limited to the extent necessary to permit the maximum enforceability and/or validation of such term or provision under applicable law.

COPYRIGHTS (C) / TRADEMARKS (tm)
All trademarks are owned by Digital Orchid and its related entities or are used under license. All rights reserved. All materials contained in Digital Orchid's Web sites are protected by copyright and trademark and shall not be used for any purpose whatsoever other than private, non-commercial viewing purposes. Reproduction, duplication, distribution, derivative works, and other unauthorized copying or use of stills, audio, video footage, or any other materials contained herein are expressly prohibited.

ENFORCEABILITY AND ADMISSIBILITY
This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (a) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing; (b) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (c) deemed an "original" when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation, or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

MISCELLANEOUS
Digital Orchid's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Digital Orchid may assign its rights and duties under this Agreement to any party at any time without notice to you.