eCirkit TERMS & CONDITIONS

eCirkit.com

eCirkit (hereafter "eCirkit", "company", "service", "site", "website", "network", "our", "us" and/or "we") is a social network through which you can connect to other people far and wide. The whole of eCirkit is owned and operated by eCirkit Corp. and its affiliates. By accessing or using eCirkit, via web or mobile device, or by posting a share button, link or direct on your site or any other, you (the "user") signify that you have read, comprehend and agree to be bound by these Terms & Conditions (hereafter "terms", "terms of service", "terms of use", "terms and conditions"), irrespective of eCirkit membership. We reserve the right, at our sole discretion, to change, modify, add to, or delete portions of these Terms of Use at any time without further notice. Should we change, modify, add to, or delete any portions of or parts of these Terms of Use, we will make a note of it at the top of this page. Your continued use of the site after any such changes, or changes not expressly described herein, constitutes your acceptance of these amended and/or new Terms of Use. If you do not agree to, agree to abide by, see any fault in or otherwise disregard these Terms of Use or future Terms & Conditions, do not use, access or access (or continue to use, access or visit) the site. It is your responsibility to regularly check the site to determine if there have been any changes, amendments, additions to and/or deletions from these Terms of Use, and to review such changes, amendments, additions and/or deletions.

IT IS YOUR RESPONSIBILITY TO READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION CONCERNING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility

Membership to eCirkit is void where prohibited. This site is intended solely for users who are eighteen (18) years of age or older, and does not correspond to or align with any other age of consent, regardless of geographic location, government, et al. Any registration by, use of or access of any kind to the site by anyone under 18, regardless of circumstances, is unauthorized, unlicensed, unsolicited, strictly forbidden, and in violation of these Terms of Use. By using, accessing, visiting or otherwise utilizing the site, or any contests, accessories or programs affiliated with, or governed by the site, you acknowledge that you meet all eligibility requirements herein, and that you agree to, and agree to abide by all of the terms, Terms of Use and conditions of this agreement.

Registration Data; Account Security

In consideration of your use of the site, you agree to (a) provide complete, accurate, current and otherwise honest (not misleading in any way) information about yourself or the entity for which your account is being registered, as you may be prompted by any registrations forums on the site ("registration data"); (b) maintain the security of your password and identification; (c) maintain and promptly update any and all registration data, and any other information you provide to the company, to keep it accurate, current and complete and otherwise honest (not misleading in any way); and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Proprietary Rights in Site Content; Limited License

All content on the site and available through the site, its services, programs and contests, including, but not limited to, designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, navigation, features, and their selection and arrangement (the "site content"), are the proprietary property of the company, its users or its licensors with all rights reserved. No site content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the company's prior written permission, except that the foregoing does not apply to your own user content (as defined below) that you legally post on the site. Provided you are eligible for use of the site (see eligibility above), you are granted a limited license to access and use the site and the site content and to download or print a copy of any portion of the site content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright and/or other proprietary notices intact. Except for your own user content, you may not upload or republish any site content on any Internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the site content is strictly prohibited. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the site or the site content other than as specifically authorized herein, without the prior written permission of the company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication or otherwise. This license is revocable at any time, without any notice and with or without clause.

Trademarks

eCirkit, ECIRKIT, E-cirkit, eCirkit Corp., eCirkit.com, CirkitVision, Changing Your Space and all other company names (and variants thereof), graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, reproduced in any form, or use, in whole or in part, without the prior written permission of the company.

User Conduct

You understand that except for advertising programs offered by us on the site, through contests and/or through any other media, the site and its services, programs, utilities, functions and features are for your personal, non-commercial use only. You represent, warrant, affirm and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the site will violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or contain libelous, slanderous, defamatory or otherwise unlawful material.

In addition, you agree not to use the site, or any of its services, programs, utilities, functions, features and contests to:

Harvest or collect e-mail addresses or other contact information of other users from the site by any means, electronic or otherwise.
Use the site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the site in any way.
Use automated scripts to collect information from or otherwise interact with the site.
Upload, post, transmit, share, store or otherwise make available any content infringing on any copyrights or trademarks or that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, illegal, invasive of privacy or publicity rights, hateful or racially, ethnically or otherwise objectionable.
Upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends;
Register for more than one user account, register for a user account on behalf of an individual other than yourself, or register for a user account on behalf of any group or entity;
Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
Upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation;
Upload, post, transmit, share, store or otherwise make publicly available on the site any private information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, social security numbers and credit card numbers;
Solicit personal information from anyone under 18 or solicit passwords or personality identifying information for the commercial or unlawful purposes;
Upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality or any computer software or hardware or telecommunications equipment;
Intimidate or harass any one or any group, person or entity in any way, shape or form;
Upload, post, transmit, share or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, federal, national or international law;
Use or attempt to use another's account, service or system without authorized from the company, or create a false identity on the service or the site;
Upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of company, is objectionable or which restricts or inhibits any other person from using or enjoying the site, or which may expose company or its users to any harm or liability of any type.

Without limiting any of the foregoing, you also agree to abide by our eCirkit Code of Conduct that provides further information regarding the authorized conduct of users on eCirkit.

User Content Posted on the Site

You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, advertisements, listings and other content that you upload, publish or display (herein after "post") on or through the service or the site, or transmit to or share with other users (collectively the "users", "user base", "user content"). You may not post, transmit, or share user content on the site or service that you did not create or that you do not have permission to post. You understand and agree that the company may, but is not obligated to, review the site and may delete or remove (without notice or liability) any site content or user content in its sole discretion, for any reason or no reason, including without limitation user content that in the sole judgment or the company violates this agreement or the eCirkit Code of Conduct, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any user content you post or store on the site or provide to the company.

When you post user content to the site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage or the user content on the site. By posting user content to any part of the site, you automatically grant, and you represent and warrant that you have the right to grant, to the company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such user content from the site at any time. If you chose to remove your user content, the license granted above will automatically expire, however you acknowledge that the company may retain archived copies of your user content.

eCirkit Mobile Services

The service includes certain services that are available via your mobile phone, including (i) the ability to upload content to eCirkit via your mobile device (mobile uploads), (ii) the ability to receive and reply to eCirkit messages, (iii) the ability to browse eCirkit from your mobile device (mobile web), and (iv) the ability to access certain eCirkit features through a mobile application you have downloaded and installed on your mobile device (mobile client) (collectively the "mobile services"). We do not charge for these mobile services. However, your carrier's normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain mobile services may be prohibited or restricted by your carrier, and not all mobile services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the mobile services are available for your mobile devices, and what restrictions, if any, may applicable to your use of such mobile services. By using the mobile services, you agree that we may communicate with you regarding eCirkit and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the mobile services may be communicated to us.

Copyright Complaints

We respect the intellectual property rights or others and we prohibit users from uploading, posting or otherwise transmitting on the eCirkit website or service any materials that violate another party's intellectual property rights. When we receive proper notification of alleged copyright infringement as described in our eCirkit Copyright Policy, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act. If you believe that any material on the site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our designated agent. Please see our eCirkit Copyright Policy for more information on how to report infringement or your or others' copyright.

Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, company has adopted a policy of terminating, in appropriate circumstances and at company's sole discretion, members who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the site and/or terminate the memberships of any users who infringe any intellectual property rights or other, whether or not there is any repeat infringement.

Third Party Websites and Content

The site contains (or you may be sent through the site or the service) links to other websites ("third party sites") as well as articles, photographs, text, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to our originating from third parties (the "third party applications, software or content"). Such third party sites and third party applications, software or content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any third party sites accessed through the site or any third party applications, software or content posted on, available through or installed from the site, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the installation of any third party site or any third party applications, software or content does not imply approval or endorsement thereof by us. If you decide to leave the site and access the third party site or to use or install any third party applications, software or content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data-gathering practices or any site to which you navigate from the site or relating to any applications you use or install from the site.

Share Service

Company offers a feature whereby users of the site can share with others or post to their own members profile, videos, articles and other third party applications, software or content from, and/or links to, third party sites through the service (the "share service"). You acknowledge and agree that your use of the share services and all links, user content or third party applications, software or content shared through the share service is subject to, and will fully comply with the user conduct rules set forth above and the other terms and conditions set forth in these Terms of Use.

Use of Share Links by Online Content Providers

Subject to the terms and conditions or these Terms of Use, third party sites that meet the requirements set forth below may place a share link (as described below), in the form approved by the company, on pages or their websites to facilitate use of the share service. A third party site that posts a share link on its website is referred to herein as an "online content provider" and shall abide and be subject to the applicable sections of these Terms of Use. A "share link" is a button and/or a text link appearing on an online content provider's web page that, upon being clicked by a user, enables us to launch a sharing mechanism through which users can share with others or post to their own members profile, links and content from that page.

In the event that the share link is a button that contains any icons or other graphic images, trademarks or other proprietary materials or the company, online content provider is granted permission to use such images, trademarks or other materials solely for the purpose or placing the share link on online content provider's site and solely in the current form provided by the company. In the event that the share link is a text link, it must include the word "eCirkit" as part of the link. The rights granted in this paragraph may be revoked by company at any time with or without cause, notice, or prior notice in its sole discretion, and upon such termination, online content provider agrees to immediately remove all share links from its site.

In order for an online content provider to include a share link on its pages, the third party site must not contain any web content that if shared or posted by a user would be a violation of the user conduct rules set forth above. Without limiting the forgoing, online content provider agrees not to post a share link on any website that contains, and represent and warrants that such website does not and will not contain, any content that is infringing, harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, lewd, fraudulent, or invasive or privacy or publicity rights or that may expose company or its users to any harm or liability of any type. Upon including of a share link, online content provider agrees to defend, indemnify and hold the company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable and unreasonable attorney's (or attorneys') fees, arising out of or in connection with such share link, any links, content or other items or materials which may be shared or posted through such share link, or any breach or alleged breach of the foregoing representation and warranties.

By including a share link, online content provider automatically grants, and represents and warrants that is has the right to grant, to the company an irrevocably, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use the share service in order to link to, use, copy, publish, stream, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), summarize, and distribute the content, links and other materials of any kind of residing on any web pages on which online content providers places the share link.

eCirkit Marketplace

All listings posted on or through the eCirkit marketplace service (also "For Sale") and all transactions conducted in connection therewith are subject to an governed by the eCirkit Marketplace guidelines (the "guidelines") as well as these Terms of Use. When you use eCirkit marketplace in any manner you are agreeing to abide by and be subject to the guidelines and the other applicable rules set forth in these Terms of Use. The guidelines are subject to change without prior notice at any time, in the company's sole discretion, so you should review the guidelines each time you use eCirkit marketplace. Parties o a transaction are solely responsible for all interactions with each other, for arranging for payment and the exchange of the goods or services purchased if applicable, and for the results and performance of any transaction or relationship entered into through eCirkit marketplace. You acknowledge that eCirkit is not responsible or liable for any action or inaction of any party to a transaction, for any failure to perform, to pay any amounts due, or to deliver any merchandise or services as promised, or for any other aspect of the transaction. Any fees or payments collected by eCirkit applicable to eCirkit marketplace are set forth on the site, and all terms and conditions applicable to such fees are set forth in the eCirkit Terms of Sale. However, please note that the Terms of Sale do not apply to your purchase of products or services from third parties through eCirkit marketplace, as those transactions are strictly between you and the other party to the transaction. ALL USE OF ECIRKIT MARKETPLACE IS PROVIDED "AS IS" AND AT YOUR OWN RISK.

eCirkit Platform Applications

The eCirkit platform is a set of APIs and services provided by eCirkit that enable third party developers ("platform developers") to create websites and applications that retrieve data made available by eCirkit and its users and/or that retrieve authorized data from third party sites for use on the eCirkit site ("platform applications").

Platform developers may use the eCirkit platform and create platform applications only in accordance with the terms and conditions set forth in an agreement entered into between eCirkit and the platform developer ("developer terms"). Our standard developer terms consist of the eCirkit developer terms of service and the related eCirkit platform application guidelines. We may from time to time enter into separate agreements with certain third party platform developers that contain different or additional terms, provided however, that each such separate agreement will require the third party platform developer to only display your information in accordance with your eCirkit privacy settings. The standard developer terms are subject to change without prior notice at any time, in the company's sole discretion, so you should review these terms from time to time. ALL USE OF THE ECIRKIT PLATFORM IS PROVIDED "AS IS" AND AT YOUR OWN RISK.

Users who install platform applications must agree to the terms and conditions set forth in the platform applications terms or use ("application user terms") and in these Terms of Use. The application user terms are subksct to change without prior notice at any time, in the company's sole discretion, so you should review these terms each time you install an application and from time to time. Platform developers may require you to agree to their own terms of service, privacy policies and/or other policies as a condition of using platform applications. Platform applications have not been approved, endorsed, or reviewed in any manner by eCirkit, and we are not responsible for your use of or liability to use any platform applications, including without limitation the content, accuracy, or reliability of such application and the privacy practices or other policies of developers. YOU USE SUCH PLATFORM APPLICATIONS AT YOUR OWN RISK.

If you, your friends or members of your network use any platform applications, such platform applications may access and share certain information about you with others in accordance with your privacy settings as further described in our privacy policy. Platform developers are required to agree to restrictions on access, storage and use of such information. However, while we have undertaken contractual and technical steps to restrict possible misuse of such information by such platform developers, we do not screen or approve developers, and we cannot and do not guarantee that all platform developers will abide by such restrictions and agreements. Certain actions you take through the platform applications may be displayed to your friends in your profile, mini-feed and news feed, and you may opt out of displaying your platform application actions on the privacy settings page. Please report any suspected misuse of information through the eCirkit platform as described in our privacy policy.

You may set your preferences for your news feed and mini feed here.

Terms of Sale

Please refer to our Terms of Sale for the terms, conditions and policies applicable to your purchase of products or services from company. By ordering products or services from company through the site, you agree to be bound by and accept the Terms of Sale. The Terms of Sale are subject to change without prior notice at any time, in company's sole discretion so you should review the Terms of Sale each time you make a purchase.

User Disputes

You are solely responsible for your interactions with other eCirkit users. We reserve the right, but have no obligation to monitor disputes between you and other users.

Privacy

We care about the privacy or our users. Click here to view eCirkit's privacy policy. By using the site or the service, you are consenting to have your personal data transferred to and processed in the United States and abroad.

Disclaimers

The company is not responsible or liable in any manner for any user content or third party applications. Software or content posted on the site or in connection with the service, whether posted or caused by users of the site, by eCirkit, by third parties or by any of the equipment or programming associated with or utilized in the site of the service. Although we provide rules for user conduct and postings, we do not control and are not responsible for wha users post, transmit or share on the site and nor responsible for any offensive, in appropriate, obscene, unlawful or otherwise objectionable content you may encounter on the site or in connection with any user content or third party content or third party application, software or content. The company is not responsible for the conduct, whether online or offline, of any user of the site or service.

The site and the service may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. The company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile device equipment, software, failure of e-mail or players on account of technical problems or traffic congestion on the Internet or any site or combination thereof, including injury or damage to user's or to any other person's computer, mobile device, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the service, including without limitation any mobile client software. Under no circumstances will the company be responsible for any loss or damage, including any loss or damage to any user content or personal injury or death, resulting from anyone's use of the site or the service, any user content or third party applications, software or content posted on or through the site or the service or transmitted to users, or any interactions between users of the site, whether online or offline.

THE SITE, THE SERVICE (INCLUDING THE MOBILE SERVICES, THE SHARE SERVICE AND THE MARKETPLACE SERVICE), ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED "AS IS" AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OR TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATORM APPLICATIONS ARE ACCURATE, COMPLETE, REPLIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE, ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES, WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The company reserves the right to change any and all content, software and other items used or contained in the site and any services and platform applications offered through the site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by company.

Limitation on Liability

IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS NBE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY'S LIABILITY TO YOU EXCEED ZERO DOLLARS. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Termination

The company may terminate your membership, delete your profile and any content or information that you have posted on the site or through any platform application and/or prohibit you from using or accessing the service or the site or any platform application (or any portion, aspect or feature of the service or the site or any platform application) for any reason, or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18. When we are notified that a user has died, we will generally, but are not obligated to, keep the user's account active under a special memorialized status for a period of time determined by us to allow other users to post and view comments.

Governing Law; Venue and Jurisdiction

By visiting or using the site and/or the service, you agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and form non conveniens with respect to, venue and jurisdiction in the state and federal courts of New York.

Arbitration

YOU AND COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE AIN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEMDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above or in the Code of Conduct then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through the eCirkit marketplace may be arbitrated.

Arbitration under this agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes (the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the site and/or the service (including your visit to or use of the site and/or the service) be instituted more than three (3) years after the cause of action arose.

Indemnity

You agree to indemnify and hold the company, its subsidiaries ad affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's (or attorneys') fees, arising out of or in connection with any user content, any third party applications, software or conent you post or share on or through the site (including without limitation through the share service) your use of the service of the site, your conduct in connection with the service or the site or with other users or the service or the site, or any violation of this agreement or of any law or the rights of any third party.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the site of the service ("submissions"), provided by you to company are non-confidential and shall become the sole property of company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

Contests

All contests held by eCirkit or any of its subsidiaries and/or affiliates in direct relation to eCirkit or any of its subsidiaries and/or affiliates are governed by the Terms of Use (and all subsequent rules, regulations, Code of Conduct and laws) set forth herein. eCirkit reserves the right to stop, end, cut short, postpone, alter, modify, change, remove, delete, or otherwise affect any contest, in any way, at any time, with or without any notice of any kind, for any reason or no reason at all.

Other

These Terms of Use constitute the entire agreement between you and company regarding the use of the site and/or the service, superseding any prior agreements between you and company relating to your use of the site or the service. The failure of company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this agreement is held invalid, the remainder of this agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.