doFlick, LLC (“DoFlick”) provides its online services to visitors (including contributors of video content and other materials) to our website at www.doflick.com and any derivative, co-branded or successor site as DoFlick may make available from time to time (“DoFlick Website”). This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions that govern your use of the DoFlick Website and incorporates the terms and conditions of DoFlick’s Privacy and Security Policy located at www.doflick.com/privacypolicy.html. By accessing or using the DoFlick Website, you are agreeing that you have read and accept the following terms and conditions. If you do not agree to any of these terms and conditions, please do not use the DoFlick Website.

1. DESCRIPTION OF DOFLICK TECHNOLOGY.

DoFlick provides visitors to the DoFlick Website with access to its online services and the Content (as defined herein) (along with all related intellectual property rights, the “DoFlick Technology”).

2. REGISTRATION AND YOUR OBLIGATIONS.

You may be asked to register or provide certain information in connection with your use of the DoFlick Technology. You agree to provide true, accurate, current and complete information about you as prompted by the DoFlick Technology and other application forms and registration forms (such information being the “Registration Data”). If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or DoFlick has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, DoFlick has the right to suspend or terminate your access to and use of the DoFlick Technology and refuse any and all current or future use of the DoFlick Technology or any portion thereof.

3. PASSWORDS AND YOUR OBLIGATIONS.

To access and use certain online services on the DoFlick Website, you may be required to create an account and to select a unique user name and password in order to be able to access your account. You are solely responsible for the activity that occurs on your account, including any uploads of User Submittals and any purchase facilitated through the use thereof, whether or not in fact authorized by you. You are responsible for maintaining the confidentiality and security of your user name and password. If you have any reason to believe that there has been a breach of security regarding your user name or password, including without limitation, unauthorized use of your username or password, you must promptly notify DoFlick in writing and change your password on the DoFlick Website.

4. ACCESS TO THE DOFLICK TECHNOLOGY.

You shall be responsible for obtaining access to the DoFlick Technology and for all equipment necessary to access the DoFlick Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all charges associated with connecting you to the DoFlick Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges. Notwithstanding the foregoing, DoFlick may, at its sole discretion, provide free of charge access to the DoFlick Technology to its employees and/or independent contractors.

5. USE OF THE DOFLICK TECHNOLOGY.

During the term of this Agreement and subject to the terms and conditions set forth herein, DoFlick grants you a non-transferable, non-exclusive and non-sublicensable right and license to use the DoFlick Technology solely for your immediate personal, non-commercial use. Except as otherwise set forth herein, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access the DoFlick Technology, or any part thereof; (ii) copy, download or save the DoFlick Technology, or any part thereof, in any form, except as explicitly permitted in this Section 5; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the DoFlick Technology, or any part thereof; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; (v) use the DoFlick Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of DoFlick, its third party suppliers or any other third party, or (vi) remove any copyright, trademark, patent or other intellectual property notices in connection with the DoFlick Technology. You agree not to access the DoFlick Technology by any means other than through the interface that is provided by DoFlick for use in accessing the DoFlick Technology. Any other use of the DoFlick Technology other than as expressly set forth herein without DoFlick’s prior written consent, which may be withheld in DoFlick’s sole and absolute discretion, is strictly prohibited and all implied licenses are disclaimed.

6. LINKS TO OTHER SITES.

Visitors to the DoFlick Website should be aware that when they are on the DoFlick Website, they could be directed to other web sites that are beyond our control. There are several links to other web sites from the DoFlick Website pages that take you outside our service. DoFlick has no control over these web sites and is not responsible or liable for the policies, actions or content of such web sites. These web sites are linked only for your convenience and you access them at your own risk. We encourage you to review the terms of service and privacy policies available at these other web sites. DoFlick is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or relating to any use, reference to or reliance on such information and any other dealings with such third parties.

7. USER SUBMITTALS.

In connection with your use of the DoFlick Technology, the DoFlick Website may allow you to submit contributions and submittals to, and feedback and suggestions about, the DoFlick Technology, including without limitation, videos, photos, comments, suggestions, feedback, notes, messages, ideas, suggestions or other communications (collectively, the “User Submittal”), and the hosting, sharing and publishing of such User Submittals. DoFlick does not guarantee any confidentiality with respect to such User Submittals.

You shall be solely responsible for your User Submittals and the consequences of posting or publishing them via the DoFlick Website. In connection with your User Submittals, you represent and warrant that: (i) you own or have the necessary licenses and other rights to use and authorize DoFlick to use the User Submittals, and the associated patent, trademark, copyright, trade secret and other intellectual property and proprietary rights in and to the User Submittals, in connection with the DoFlick Website and this Agreement; and (ii) you have the written consent, release and/or permission of each identifiable individual person in the User Submittal to use the name and likeness of such identifiable individual person to enable the inclusion and use of the User Submittal on the DoFlick Website in accordance with this Agreement.

For clarity, you retain all of your ownership rights in and to the User Submittals and the associated intellectual property rights therein. However, subject to the terms and conditions set forth herein, you hereby grant to DoFlick a royalty-free, perpetual, irrevocable, world-wide, non-exclusive license to use, reproduce, sub-license through multiple tiers of sublicensees, create derivative works from, modify, publish, edit, translate, distribute, and publicly perform, execute, and display the User Submittal and any related intellectual property rights in any media or medium, or any form, format, or forum now known or hereafter developed for any legal purposes whatsoever. During the period that a User Submittal is posted on the DoFlick Website, you also hereby grant to each user of the DoFlick Website a non-exclusive license to access your User Submittals through the DoFlick Website, and to use, reproduce, create derivative works of, display and perform such User Submittals as permitted through the DoFlick Website and in accordance with this Agreement.

The User Submittal submitted to DoFlick shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by DoFlick for any purpose whatsoever. DoFlick does not endorse any User Submittal or any opinion, recommendation or advice expressed therein. Except as set forth herein, DoFlick is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or related to any User Submittal submitted by you.

8. CONTENT.

You acknowledge and agree that DoFlick is not responsible for pre-screening any data, information, images, video or other content (collectively, the “Content”) that is placed on the DoFlick Website by any party other than DoFlick, and you shall not rely on DoFlick to ensure that such Content is accurate, complete, current, or in compliance with any rule, regulation or law. DoFlick shall have the right, but not the obligation, to refuse, edit or remove any Content that DoFlick, in its sole discretion and without prior notice, considers to be harmful, illegal, misleading, libelous or threatening material, offensive sexual, racial or gender related material, or otherwise offensive, disruptive or inappropriate material, or otherwise in violation of this Agreement.

You acknowledge and agree that DoFlick may preserve any Content and may also disclose any Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of DoFlick, its users and the public.

9. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

You acknowledge and agree that the DoFlick Technology and any necessary technology used in connection with the DoFlick Technology are protected by applicable intellectual property rights and laws, including without limitation, copyrights, trademarks, service marks, patents or other proprietary rights and laws. The compilation of all Content (except all User Submittals) on the DoFlick Website is the exclusive property of DoFlick and is protected by U.S. and international copyright laws. The “look and feel” of the DoFlick Website (except for the User Submittals), meaning, the structure, sequence and layout of the audiovisual components of the DoFlick Website as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, the design for which was dictated by artistic and aesthetic considerations and not by utilitarian or mechanical ones, are also proprietary to DoFlick and fully protected under U.S. and international copyright and trademark laws.

DoFlick’s name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of DoFlick and may not be used or modified in any manner without the prior written consent of DoFlick.

10. TERMINATION.

You agree that DoFlick, at its sole discretion, may terminate your access to and use of the DoFlick Technology, at any time and for any reason whatsoever, including without limitation, for lack of use or if DoFlick believes, in its sole discretion, that you have violated or acted inconsistently with the terms and conditions of this Agreement. DoFlick reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the DoFlick Technology (or any part thereof) with or without notice. You agree that DoFlick shall not be liable to you or to any third party for any modification, suspension or discontinuance of the DoFlick Technology.

11. REPRESENTATIONS.

You represent and warrant to DoFlick that: (i) you are at least 18 years old; (ii) in the event you are an entity, you have the full right, power and authority to enter into this Agreement on behalf of such entity; (iii) the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (iv) the Registration Data and your User Submittals do not infringe the intellectual property or proprietary rights, including without limitation, patents, copyrights, trademarks and trade secrets, of any third party; (v) the Registration Data, your User Submittals and your use of the DoFlick Technology comply in all respects with all applicable laws, statutes, regulations, ordinances and other rules; (vi) you will not submit any material that may disrupt or interfere with the hardware or software operating the DoFlick Technology; and (vii) the Registration Data and the User Submittals are truthful and accurate.

You further represent and warrant that you will not: (i) submit material that is protected by any copyrights, trade secret rights and/or any other intellectual property rights, unless you are the owner of such rights or have the permission from the rightful owner to post the material and to grant all of the license rights under this Agreement; (ii) publish falsehoods or misrepresentations that could damage DoFlick or any third party; (iii) use the DoFlick Website to submit or send offensive or disruptive material, including without limitation, spam, offensive sexual, racial or gender related material, defamatory, libelous or threatening material, or any other material that is unlawful, encourages criminal conduct or is otherwise inappropriate.

12. INDEMNITY.

You agree to indemnify, defend and hold harmless DoFlick, its employees, directors, officers, agents and its affiliates and suppliers from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or resulting from this Agreement or the DoFlick Technology including, but not limited to: (i) your breach of any representations, warranties or covenants set forth herein; (ii) your use of the DoFlick Technology; (iii) damage caused to any third party by your User Submittals, or (iv) your violation of any rights of any third party, including without limitation, any trademark, copyright, patent, trade secret or other intellectual property or proprietary rights. The provisions of this Section shall survive the termination of this Agreement and your access to the DoFlick Website.

13. DISCLAIMER OF WARRANTIES.

THE DOFLICK TECHNOLOGY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU AGREE THAT YOUR USE OF THE DOFLICK TECHNOLOGY SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOFLICK, ITS AFFILIATES AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DOFLICK, ITS AFFILIATES AND ITS SUPPLIERS MAKE NO WARRANTY THAT (I) THE DOFLICK TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (II) THE DOFLICK TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE CONTENT AND THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DOFLICK TECHNOLOGY WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE DOFLICK TECHNOLOGY WILL MEET YOUR EXPECTATIONS, (V) ANY ERRORS IN THE DOFLICK TECHNOLOGY WILL BE CORRECTED, AND (VI) THE DOFLICK TECHNOLOGY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE USE OF THE DOFLICK TECHNOLOGY IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR PERSONAL INJURY OR PROPERTY DAMAGE THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH MATERIAL.

14. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT FOR THE CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, DOFLICK, ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, PERSONAL INJURY, PROPERTY DAMAGE, USE, DATA, CONTENT, USER SUBMITTALS OR OTHER INTANGIBLE LOSSES, EVEN IF DOFLICK, ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES AND/OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT FOR THE CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, DOFLICK’S, ITS OFFICERS’, EMPLOYEES’, AGENTS’, AFFILIATES’ AND/OR ITS SUPPLIERS’ CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED ($500.00 U.S.) DOLLARS.

15. COPYRIGHTS.

If you believe that you have any right, title or interest in or to any materials or other information, including without limitation, User Submittals, Content, data, images, video or any other information, and/or any intellectual property rights thereof (the “IP”), that is located within the DoFlick Technology without your prior consent, please provide to DoFlick the following: (i) a description of such IP; (ii) details of where such IP is located within the DoFlick Technology; (iii) your name, address, telephone number and email address; and (iv) a statement executed by you that the information provided regarding such IP is truthful and accurate, that you have right, title or interest in or to such IP, and that you have a good faith belief that such IP is located within the DoFlick Technology without your prior consent.

16. DEEP LINKS; SPIDERING.

You shall not “deep-link” to the DoFlick Website, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the DoFlick Website, for any purpose, unless specifically authorized in writing by DoFlick. Notwithstanding the foregoing, DoFlick permits you to link to materials on the DoFlick website for your personal, non-commercial purposes only. The use of any tools, programs, robotic algorithms or products to automatically download or “spider” the DoFlick Website or any of the pages of the DoFlick Website is expressly prohibited and infringes on DoFlick’s intellectual property rights.

17. EXPORT RESTRICTIONS.

This Agreement is expressly made subject to any applicable laws, regulations, orders, or other restrictions on the export of the technology or information about the DoFlick Technology which may be imposed from time to time. You shall not export the DoFlick Technology, information about the DoFlick Technology or any product containing the DoFlick Technology without complying with such laws, regulations, orders, or other restrictions. You agree to indemnify and hold harmless DoFlick against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, to the extent such claims arise out of any breach of this Section.

18. GOVERNING LAW.

THE DOFLICK TECHNOLOGY IS CONTROLLED BY DOFLICK FROM WITHIN THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, ALTHOUGH THE DOFLICK TECHNOLOGY MAY BE ACCESSED AND USED THROUGHOUT THE WORLD. BY ACCESSING THE DOFLICK TECHNOLOGY, YOU AND DOFLICK EACH AGREE THAT THIS AGREEMENT AND THE RELATIONSHIP BETWEEN YOU AND DOFLICK SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. YOU AND DOFLICK AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED WITHIN THE STATE OF MARYLAND WITH RESPECT TO ANY DISPUTE RELATED TO THIS AGREEMENT.

19. ORDER OF PRECEDENCE.

This Agreement governs your use of the DoFlick Website and access to the DoFlick Technology. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with DoFlick or any of its related or affiliated entities. To the extent that any provision of this Agreement or any supplemental agreement offered as any part of any registration for use of additional DoFlick Technology, conflicts with any provision of your other agreements with DoFlick or any of its related or affiliated entities, the terms of such other agreement shall, as to the subject matter of that other agreement, take precedence over the conflicting term(s) of this Agreement.

20. GENERAL INFORMATION.

This Agreement, together with DoFlick’s Privacy and Security Policy, constitutes the entire agreement between you and DoFlick with respect to the subject matter herein and governs your use of the DoFlick Technology, superseding any prior agreements between you and DoFlick, but this Agreement may be supplemented by any other agreement you enter into with DoFlick pursuant to your participation in other features of the DoFlick Website. You further acknowledge and agree that you may not assign any part of this Agreement without DoFlick’s prior written consent, but DoFlick may assign any part of this Agreement without restriction. This Agreement shall inure to the benefit of each party’s successors and assigns. DoFlick shall not be deemed to be in breach of the Agreement and thereby liable to you or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, bandwidth limitations, Internet connectivity, or act or any other cause beyond the reasonable control of DoFlick. The failure of DoFlick to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the DoFlick Technology or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. DoFlick reserves the right, at any time and at its sole discretion, to update, revise or otherwise modify the terms and conditions of the Agreement without notice to you.

21. CONTACTING US.

If you have any questions about this Agreement, the Privacy and Security Policy, or any question or problem regarding the DoFlick Technology, please contact us by sending an email to legal @doflick.com.com or by mail at doFlick, LLC, PO Box 8633, Elkridge, Maryland 21075, USA.

Effective Date: April 4, 2007.