1. ACCEPTANCE OF TERMS

The webpages available at www.earkive.com, and all linked pages ("Site"), are owned and operated by the Telopera, Inc. ("Company"), a Delaware corporation, and is accessed by you under the Terms of Use described below ("Terms of Use").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THIS SITE OR USING ANY PART OF THE SITE OR ANY CONTENT OR SERVICES (AS EACH IS DEFINED BELOW) ON THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

MODIFICATIONS OF TERMS OF USE

The Company reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. If the alterations constitute a material change to the Terms of Use, the Company will notify you via email. What constitutes a "material change" will be determined at the Company's sole discretion, in good faith and using common sense and reasonable judgment. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you following such notification constitutes your acceptance of the terms and conditions of the Terms of Use as modified.

2. DESCRIPTION OF SERVICE

Subject to full compliance with the Terms of Use, the Company may offer to provide certain services and content, as described more fully on the Site, ("Services"). Services shall include, but not be limited to, any service and content the Company performs for you, as well as the offering of any materials displayed or performed on the Site (including, but not limited to text, user comments, messages, information, data, graphics, news articles, photographs, images, illustrations, software, audio clips and video clips, also known as the "Content") on the Site. The Company may change, suspend or discontinue the Services including any Content for any reason, at any time, including the availability of any feature or content. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

3. YOUR REGISTRATION OBLIGATIONS

As a condition to using Services, you are required to register with the Company and select a password and screen name ("Earkive User ID"). You shall provide the Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Earkive account. You may not (i) select or use as a Earkive User ID a name of another person with the intent to impersonate that person; (ii) use as a Earkive User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Earkive User ID a name that is otherwise offensive, vulgar or obscene. Earkive reserves the right to refuse registration of, or cancel a Earkive User ID in its discretion. You shall be responsible for maintaining the confidentiality of your Earkive password.

Services are available only to individuals who are at least 13 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.

4. USER CONDUCT

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by the Company.

By way of example, and not as a limitation, you agree not to use the Services:

• to abuse, harass, threaten, impersonate or intimidate other Earkive users;

• to contribute any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;

• for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content;

• to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Earkive user;

• to create or submit unwanted email ("Spam") to any other Earkive users or any URL;

• to violate any laws in your jurisdiction (including but not limited to copyright laws);

• to submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content;

• additionally, not to: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;

The Company may remove any Content and Earkive accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

5. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

All uploaded, submitted or otherwise disclosed or distributed Content of any kind at or on the Site or otherwise through the Services (including, but not limited to, user generated Content), unless source quoted, hereby falls under the Creative Commons Public Domain License, available at http://creativecommons.org/licenses/publicdomain/

6. COPYRIGHT COMPLAINTS

The Company respects the intellectual property of others. If you believe that your work has been copied in a way that constitues copyright infringement, please email info@earkive.com.

7. PRIVACY POLICY

The Company's current privacy policy is available on our website under “Privacy Policy”, which is incorporated by this reference.

8. INDEMNITY

You will indemnify and hold harmless the Company, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys. fees and cost) from (i) any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, violation of the Terms of Use by you, or the infringement by you, or any third party using your account or Earkive User ID, of any intellectual property or other right of any person or entity.

9. WARRANTY DISCLAIMERS

You acknowledge that the Company has no control over, and no duty to take any action regarding: which users gain access to the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release the Company from all liability for you having acquired or not acquired Content through the Site. The Company makes no representations concerning any content contained in or accessed through the Site, and the Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. THE SERVICE, CONTENT, AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. LINKS

The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company 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. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) WITH RESPECT TO THE SITE, THE SERVICE OR ANY CONTENT FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

12. TERMINATION

The Company may terminate or suspend any and all Services and your Earkive account immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms of Use. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your Earkive account, you may simply discontinue using the Services. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

13. MISCELLANEOUS

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use and you do not have any authority of any kind to bind the Company in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable. The Terms of Use is not assignable, transferable or sublicensable by you except with the Company's prior written consent. The Company may transfer, assign or delegate the Terms of Use and its rights and obligations without consent. The Terms of Use shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction of the Superior Court of San Francisco County and the United States District Court for the Northern District of California. Notwithstanding the foregoing sentence, (but without limiting the Company's right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be referred to an arbitrator affiliated with JAMS. The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties. The arbitration proceeding shall be carried on and heard in San Francisco, California using the English language and pursuant to the rules of JAMS. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. Both parties agree that the Terms of Use is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Use, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.