TERMS OF USE

1.         Acceptance of Terms.  WhereExactly provides certain online services (Services) which are accessible under WhereExactly’s web site (Web Site).  Any and all use of the Services shall be subject to these Terms of Use (TOU).  WhereExactly reserves the right to update the TOU from time to time without notice.  The most current version of the TOU can be reviewed by clicking on the “Terms of Use” hypertext link located at the bottom of the Web Site.  By using the Services in any way, you are agreeing to the TOU and further agree to any applicable posted guidelines for the Services, which may change from time to time at the sole discretion of WhereExactly.  If you do not agree to the TOU and/or the guidelines, or any subsequent modifications or additions thereof, your sole recourse is to immediately discontinue use of the Services.

2.         Content.

2.1       Any and all advertisements, postings, messages, text, files, images, photos, video, sounds, or other materials posted on, transmitted through, or linked from the Services (Content), are the sole responsibility of the person or entity from whom such Content originated (Content Provider).  WhereExactly does not control and is not responsible for any Content made available through the Services.  Any use of or access to Services may expose you to Content that may be inaccurate, offensive, indecent, misleading, or otherwise objectionable.  The use, posting, distribution, or publication of any Content also does not constitute or imply an endorsement, recommendation, advice, opinion or comment by WhereExactly, nor is an assurance of legality, quality or safety by WhereExactly.  WhereExactly shall not be responsible for any offer, sale, purchase, transaction or other communications made by any Content Provider and under no circumstances shall WhereExactly be liable in any way for any loss or damage of any kind incurred as a result of any Content made available through the Services.  Any and all access to or use of the Content shall be at your own risk.

2.2       WhereExactly does not screen, monitor or approve any Content but WhereExactly, in its sole discretion, shall have the right (but not the obligation) to refuse, delete or move any Content for any reason, including violation of the TOU.  WhereExactly will also disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request.

2.3       The Web Site and Content available through the Services may contain links to other web sites, which are completely independent of WhereExactly.  WhereExactly makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such web site and any linking to any other web site shall be at your own risk.

3.         Notice and Procedure for Claims of Copyright Infringement.

3.1       If you believe that any Content infringes your copyrighted material, you must notify WhereExactly’s designated agent of such claim at:

legal@WhereExactly.com

3.2       In order to have an effective notification, you must provide our designated agent with the following:

(a)        Identify the copyrighted work or other intellectual property that you claim has been infringed;

(b)        Identify the material on the Web Site that you claim is infringing, with enough detail so that we may locate it on the Web Site;

(c)        A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(d)        A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

(e)        Your address, telephone number, and email address; and

(f)         Your physical or electronic signature.

3.3       Upon receipt of an effective notice, WhereExactly will take appropriate action pursuant to the procedures outlined in the Digital Millenium Copyright Act (DMCA).

4.         Privacy and Information Disclosure.  See WhereExactly’s Privacy Statement disclosures regarding the collection and use of your information.  The most current version of the Privacy Statement can be reviewed by clicking on the “Privacy Statement” hypertext link located at the bottom of the Web Site.  Your use of this Web Site and/or the Services signifies acknowledgment of and agreement to WhereExactly’s Privacy Statement.

5.         Conduct.  You agree not to make available Content that:

·                     is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, libelous, invasive of another's privacy, or harms minors in any way;

·                     harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

·                     impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;

·                     includes personal or identifying information about another person without that person's explicit consent;

·                     is false, deceptive, misleading, deceitful or constitutes "bait and switch";

·                     infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

·                     advertises any illegal services or the sale of any items which are prohibited or restricted by applicable law;

·                     employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Services; or

·                     violates any applicable laws or regulations.

Additionally, you agree not to:

·                     contact anyone who has asked not to be contacted;

·                     "stalk" or otherwise harrass anyone;

·                     collect personal data about other users for commercial or unlawful purposes;

·                     use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Services - exception is made for internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file;

·                     use, download or otherwise copy, or provide (whether or not for a fee) to any person or entity, the Content, or other Web Site information or any portion thereof;

·                     attempt to gain unauthorized access to WhereExactly’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Services or the Web Site;

·                     copy or reproduce the Web Site or any portion thereof to any other server or location for further reproduction or redistribution; or

·                     decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Web Site or the Services.

6.         Linking to this Web Site.  You may create links to this Web Site from other sites, but only in accordance with the terms below.  If you link to this Web Site, you:

·                    may link to but not replicate this Web Site’s Content;

·                    should not create a browser or border environment around the Content;

·                    should not imply that WhereExactly is endorsing it or its products or services;

·                    should not misrepresent its relationship with WhereExactly;

·                    should not present false information about WhereExactly or its Services; or

·                    should not use any WhereExactly proprietary mark without permission.

7.         DISCLAIMER OF WARRANTIES.  YOU AGREE THAT YOUR USE OF THE WEB SITE AND SERVICES ARE ENTIRELY AT YOUR OWN RISK AND PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS ONLY.  WHEREEXACTLY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS.  WHEREEXACTLY DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE WEB SITE OR SERVICES.  WHEREEXACTLY FURTHER DISCLAIMS ANY AND ALL WARRANTIES FOR OTHER SERVICES OR GOODS ADVERTISED ON THE WEB SITE, OR ACCESSED THROUGH ANY LINKS ON THE WEB SITE.

8.         LIMITATIONS OF LIABILITY.  IN NO EVENT SHALL WHEREEXACTLY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SUCH LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY INFORMATION, SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEB SITE OR THE SERVICES.  This limitation of liability shall apply regardless of the form of action, whether in contract or in tort including negligence or any other basis.

9.         General.  The TOU constitutes the entire agreement between you and WhereExactly and governs your use of the Services.  The TOU and any and all disputes in connection with the TOU shall be governed by the laws of the State of Oregon without regard to its conflict of law provisions.  The failure of WhereExactly to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision.  If any provision of the TOU 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 TOU 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 use of the Service or the TOU must be filed within one (1) year after such claim or cause of action arose.

10.       Contacting the Web Site.  If you have any questions about the TOU, Services, practices of the Web Site, or your dealings with the Web Site, please send your questions to info@WhereExactly.com.