Terms of Services

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEB SITE. USE OR ACCESS OF THIS WEB SITE WILL BE AN INDICATION THAT YOU AGREE TO EACH OF THE TERMS AND CONDITIONS PROVIDED (TERMS OF USE). IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE THIS WEB SITE FOR ANY PURPOSE.

1. Acceptance

This is an agreement between MEASUREDUP.COM, INC. (MeasuredUp or our, us or we) and you (collectively, including all content available through the MeasuredUp.com domain name, the MeasuredUp.com Web Site, or Web Site). Use of this Web Site assumes that you fully accept and agree to the Terms of Use set forth in this document. These Terms of Use also state that by submitting your personal information, you are certifying you have read, understand and agree to our Terms of Use as well as our Privacy Policy. Our Privacy Policy can be accessed and reviewed here; and which is incorporated herein by reference. Again, if you do not agree to any of these terms, then please do not use the Web Site.

2. Retention of Rights

MEASUREDUP reserves the right, in its sole discretion, to change its Terms of Use at any time, for any reason, without notice. Please review the Terms of Use regularly so that you will be apprised of any modifications. Modifications to the Terms of Use will be effective upon posting to the Web Site. Your use of the Web Site following any such modification constitutes your agreement to follow and be bound by the Terms of Use as modified. The last date these Terms of Use were revised is set forth below. If you breach any of these Terms of Use, your right to use this Web Site will terminate automatically. If any modification is not acceptable to you, your only recourse is to cease to use the Web Site.

3. Web Site

These Terms of Use apply to all users of the Web Site, including users who are also contributors of reviews and other materials or services on the Web Site, if applicable. The Web Site may contain links to third party websites that are not owned or controlled by MeasuredUp. MeasuredUp has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, MeasuredUp will not and cannot censor or edit the content of any third-party site. By using the Web Site, you expressly relieve MeasuredUp from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Web Site and to read the terms and conditions and privacy policy of each other website that you visit.

4. Web Site Access

A. MeasuredUp hereby grants you permission to use the Web Site as set forth in this Terms of Use, provided that: (i) your use of the Web Site as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Web Site in any medium without our prior written authorization; (iii) you will not alter or modify any part of the Web Site other than as may be reasonably necessary to use the Web Site for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Use.

B. In order to access some features of the Web Site, you will have to create an account. You may never use another users account without permission. When creating your account, you must provide accurate and complete information as requested by us. If you register, you may communicate with MeasuredUp and other Users, post or publish comments or rating features, as may be made available at our complete discretion, a message board, chat area, bulletin board, feedback area, news group, email functionality or other communication feature. All such communications are referred to after this as Comments. You are solely responsible for all Comments. If you have a review featured on the Web Site, you are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We disclaim all liability relating to your Comments. You may not submit any Member Comments that contain any sexually suggestive, pornographic, infringing, hate-related, violent or illegal content. You must notify us immediately of any breach of security or unauthorized use of your account. Although we will not be liable for your losses caused by any unauthorized use of your account, you may be liable for our losses or others due to such unauthorized use.

C. You agree not to collect or harvest any personally identifiable information, including account names, from the Web Site, nor to use the communication systems provided by the Web Site for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Web Site with respect to any submissions made by them.

5. Participation at Your Own Risk.

Your participation is at your own risk. Although the Web Site enables users to connect and share Comments with one another, MeasuredUp has no responsibility to control or monitor any information or exchanges between or among users. We do not control the reviews, advertisements and Comments made available on the Web Site. Some people may find the reviews, advertisements and Comments objectionable, inappropriate or offensive. We do not control or guarantee, nor are we responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any reviews, advertisements and Comments. We assume no responsibility for monitoring any reviews, advertisements and Comments or conduct during use of the Web Site. We are also under no obligation to modify or remove any reviews, advertisements and Comments and assume no responsibility for a User's conduct during his or her use of the Web Site. You agree that we have no responsibility or liability for the deletion or failure to store, maintain or transmit any reviews, advertisements and Comments.

6. Intellectual Property Rights

A. MeasuredUp owns all right, title and interest, including without limitation all worldwide intellectual property rights in the Web Site including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein (collectively Information), and all such rights to all derivative works or enhancements of, in and to, or relating to, the Web Site, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Notwithstanding the foregoing, MeasuredUp shall not own any right, title and interest to the Comments (as defined above). The Information is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. MeasuredUp reserves all rights not expressly granted in and to the Web Site and the Information.

B. By your use of this Web Site, you will not acquire any intellectual property or similar rights in the Web Site or related products and services. You agree you will not (i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Web Site or related products and services; or (ii) use MeasuredUp's name, logo, trademark, trade names or service marks except as expressly permitted in the Terms of Use without MeasuredUp's prior written consent. You agree to not engage in the use, copying, or distribution of any of the Information other than expressly permitted herein, including any use, copying, or distribution of Comments obtained through the Web Site for any commercial purposes. If you download or print a copy of the Information for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Web Site or features that prevent or restrict use or copying of any Information or enforce limitations on use of the Web Site or the Information therein.

7. Disclaimer

A. Your use of the Web Site is at your sole discretion and risk. The Web Site, and all materials, information, products and services included therein, are provide on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind.

B. MEASUREDUP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE WEB SITE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.

C. MeasuredUp expressly disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Web Site; (ii) regarding the goods, services, advise, information or links provided by any third parties or users; (iii) that the Web Site will meet your requirements; or (iv) that the Web Site will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by you from the Web Site shall create any warranty not expressly stated in this Agreement.

D. MeasuredUp assumes no responsibility for: (i) 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 communication; and (ii) 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 Web Site, including any injury or damage to you or to any person's computer related to or resulting from use of the Web Site.

E. Under no circumstances shall MeasuredUp be responsible for any loss or damage, including personal injury or death, resulting from use of the Web Site, from any reviews, advertisements or Comments posted on or through the Web Site, or from the conduct of any users of the Web Site, whether online or offline.

F. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

8. Limitation of Liability

A. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, MEASUREDUP WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY USE OR INABILITY TO USE THE WEB SITE OR THE INFORMATION. YOU UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL MEASUREDUP BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO: (i) ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEB SITE OR THE INFORMATION, (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE WEB SITE OR THE INFORMATION, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEB SITE OR THE SERVICE, OR (v) ANY OTHER MATTER RELATING TO THE WEB SITE OR THE CONTENT, EVEN IF MEASUREDUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. MeasuredUp shall assume no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to MeasuredUp's infrastructure or connectivity to the Internet, or failure of any third party distribution partner, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, MeasuredUp will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues. IF YOU ARE DISSATISFIED WITH THE WEB SITE, THE INFORMATION, OR THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEB SITE.

9. User Conduct.

You agree to use the Web Site only for lawful purposes. You agree not to take any action that might compromise the security of the Web Site, render the Web Site inaccessible to others or otherwise cause damage to the Web Site or the Information. You agree not to add to, subtract from, or otherwise modify the Information. You agree not to use the Web Site in any manner that might interfere with the rights of MeasuredUp or any third party

10. Indemnity

You agree to defend, indemnify and hold harmless MeasuredUp, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Web Site; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Comments caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Web Site.

11. Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you affirm that you are over the age of 18, as the Web Site is not intended for children under 18. If you are under 18 years of age, then please do not use the Web Site, there are lots of other great web sites for you. Speak to your parents about what sites are appropriate for you.

12. Governing Law.

A. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of laws principles. In any dispute arising out of this Agreement, you and MeasuredUp consent to the jurisdiction of both the state and federal courts of New York County, New York and agree to bring any actions arising out of this Agreement in such court.

B. Injunctive Relief. Notwithstanding Section A above, you agree that certain breaches by you would cause irreparable injury to MeasuredUp, for which there are no adequate remedies at law, and nothing in this Section shall be deemed to prevent or delay MeasuredUp's attempt to seek a temporary restraining order, preliminary injunction, specific performance or other interim or conservatory relief from any court having jurisdiction for your breach of these Terms of Use.

13. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MeasuredUp without restriction.

14. Waiver; Severability

The failure to require performance of any provision shall not affect MeasuredUp's right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of these Terms of Use is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of these Terms of Use will remain in full force and effect.

15. Entire Agreement

These Terms of Use constitute the entire and exclusive understanding and agreement between you and MeasuredUp regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between you and MeasuredUp relating to this subject matter. You may be subject to additional terms and conditions that may apply when you use or access certain features of the Web Site.

16. Independent Relationship

You and MeasuredUp are independent contractors, and these Terms of Use, including but not limited to submission or distribution of any reviews or advertisements, will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between the you and MeasuredUp. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Agreement. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Agreement. Moreover, each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder or in connection with the transactions contemplated hereby.

YOU AND MEASUREDUP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEB SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Last Updated: November 1, 2007.

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