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1. General Rules and Definitions
   
   § 1.1. This Agreement constitutes the agreement between Minolia.com, Inc. ("Minolia") and you as a user who accesses or establishes a connection to the website and internet service known as MINOLIA.COM ("Service"), which is owned and controlled by Minolia.
   
   § 1.2. If you choose to use the Service, you will be agreeing to abide by all of the terms and conditions of this Agreement. You must agree to abide by all of the provisions in this Agreement in order to remain an authorized user of the Service and your use of the Service constitutes your agreement to abide by those provisions. You are solely responsible for your use of the Service and for ensuring that your use complies fully with the provisions of this Agreement.
   
   § 1.3. Minolia reserves the right, in its sole discretion, to change, add or remove portions of this Agreement at any time, but if it does so, it will post such changes on the Service, or send them to you via e-mail. Any changes to this Agreement will be effective immediately upon notice to you. Your use of the Service after notice of changes to this Agreement will be deemed your acceptance of the changes.
   
   § 1.4. Minolia reserves the right, in its sole discretion, to change, suspend, limit, or discontinue any aspect of the Service at any time. Minolia may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
   
   § 1.5. IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT OR ARE NOT SATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SERVICE.
   
    
2. Minolia Content
   
   § 2.1. The contents of the Service are intended for your personal, noncommercial use. You will use the Service and any content, material, or information found on the Service solely for lawful, non-commercial purposes. All materials published and provided on the Service ("Content") are protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by Minolia or the party credited as the provider of the Content. "Minolia", "Minolia Library", and "Minolia.com" are trademarks of Minolia. You shall abide by all copyright notices, information, or restrictions contained in any Content accessed through the Service.
   
   § 2.2. The Service and its Contents are protected by copyright pursuant to U.S. and international copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Service (including software) in whole or in part.
   
   § 2.3. Minolia reserves the right to collect, to use, and to distribute demographic data about you and your use of the Service in forms that do not identify you individually or reveal your identity.
   
   § 2.4. Minolia may contain links to other related World Wide Web Internet sites, resources, and sponsors of Minolia. Minolia is not responsible for the availability of these outside resources or their contents.
   
    
3. Disclaimer of Warranties & Limitation of Liability
   
   § 3.1. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER MINOLIA, ITS AFFILIATES, NOR ANY OF ITS EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENTS OF ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES FOUND ON THE SERVICE, ANY MERCHANDISE OR SERVICES PROVIDED THROUGH THE SERVICE, OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON THE SERVICE.
   
   § 3.2. THE SERVICE AND ALL CONTENT, MATERIAL, INFORMATION, POSTINGS, OR POSTING RESPONSES FOUND ON THE SERVICE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
   
   § 3.3. IN NO EVENT WILL MINOLIA (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES ON THE SERVICE OR THE SERVICE ITSELF. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT MINOLIA (AND ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.
   
    
4. Indemnification
   
   You agree to defend, indemnify and hold harmless Minolia (and any of its parents, subsidiaries, affiliates, employees, agents, third party content providers, or licensors, and their respective directors, officers, employees, and agents) from and against all claims, liability, and expenses, including attorneys' fees and legal fees and costs, arising out of your use of the Service or your breach of any provision of this Agreement. Minolia reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.
   
    
5. Fees and Payments
   
   Minolia reserves the right, in its sole discretion, at any time to charge fees for access to and use of the Service, or any portions of the Service. If Minolia elects to charge fees, it will post notice on the Service of all provisions pertaining to fees and payments.
   
    
6. Notices between Us
   
   You will contact us by sending electronic mail to services@minolia.com. We will contact you by sending electronic mail to the address you provide to us, or by posting a notice on the Service.
   
    
7. Termination
   
   Minolia may terminate this Agreement and your use of the Service at any time. Minolia shall have the right immediately to terminate your use of the Service in the event of any conduct by you which Minolia, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement.
   
    
8. Law Governing Performance and Disputes
   
   This Agreement, your performance under it, and any disputes arising under it shall be governed exclusively by the laws of the United States of America and the State of New York, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the Courts of the State of New York and the United States District Court for the Southern District of New York in any and all actions, disputes, or controversies relating to this Agreement.
   
    
9. General Terms
   
   This Agreement and any posted rules on the Service established by Minolia constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either Minolia or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of Minolia and its successors, trustees, and permitted assigns. Minolia may assign this Agreement, or any of its rights or obligations under this Agreement, with or without notice to you.



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