1. ACCEPTANCE OF TERMS

XODP provides its services to you subject to your acceptance of the following Terms of Service. These Terms of Service may be modified and/or updated by XODP from time to time with or without notice. You can review the most current version of these Terms of Service at any time by visiting < http://www.xodp.org/terms.html >. Use of any of the XODP Web sites constitutes acceptance of these terms.

2. DESCRIPTION OF SERVICES

XODP provides access to a searchable database of guides to frequently used search terms (the "XODP Web Guides") which are hosted on XODP's Web sites. You understand and agree that the XODP Web Guides include clearly labeled sponsor links and that these sponsor links are necessary for XODP to provide access to the XODP Web Guides.

You are responsible for obtaining access to the XODP Web site and that access may involve third party fees, such as Internet service provider or airtime charges. You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you are responsible for providing all equipment that is necessary for you to access the XODP Web site.

You understand and agree that the XODP Web Guides are provided "AS-IS" and that XODP assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. Unless explicitly stated otherwise, any new features that augment or enhance XODP, including the publication of any new XODP Web Guides, shall be subject to these Terms of Service.

3. CONTENT FOUND ON THE XODP WEB SITE AND INDEXED ON THE XODP WEB GUIDES

You acknowledge and understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person or entity from which such Content originated. You further acknowledge and understand that XODP does not control the Content which is indexed in the XODP Web Guides. As such, XODP does not guarantee the accuracy, integrity, or quality of such Content. Specifically, technical processing and transmission of Content may involve transmissions over various networks and changes to conform and adapt Content to the technical requirements of connecting networks or devices.

By using XODP, you may be exposed to Content that is offensive, indecent or objectionable. Specifically, you understand and acknowledge the fact that XODP has created certain XODP Web Guides that link to adult or mature Content. Even though these XODP Web Guides do not actually contain adult or mature Content, you must be at least 18 years of age to access and view such areas of XODP.

You agree that you must evaluate and bear all risks associated with the use of any Content made available through XODP, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by XODP or submitted to XODP, including without limitation information found on XODP's mailing lists and message boards. Under no circumstances will XODP be liable in any way for any Content made available through XODP, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through XODP.

You acknowledge that XODP and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is made available through XODP. Without limiting the foregoing, XODP and its designees shall have the right to remove any Content from XODP that violates these Terms of Service or is otherwise objectionable. You further acknowledge and agree that XODP may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of XODP, its users, and the public.

4. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON XODP

XODP does not claim ownership of Content that you submit or make available for inclusion on XODP. However, with respect to Content that you submit or make available for inclusion on publicly accessible areas of XODP, you grant XODP the following world-wide, royalty free and non-exclusive license(s), as applicable:

• With respect to Content you submit or make available for inclusion on publicly accessible areas of XODP mailing lists and message board, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on XODP solely for the purposes of providing and promoting the specific XODP service to which such Content was submitted or made available.

• With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible area of XODP other than XODP mailing lists or message boards, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on XODP solely for the purpose for which such Content was submitted or made available.

• With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of XODP other than XODP mailing lists or message boards, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

"Publicly accessible" areas of XODP are those areas of the XODP Web sites that are intended by XODP to be available to the general public. By way of example, publicly accessible areas of the XODP Web sites would include portions of XODP mailing lists and message boards that are open to both members and visitors. However, publicly accessible areas of XODP would not include portions of XODP that are intended for private communication, such as private e-mail or chat.

5. PROHIBITED USER CONDUCT

You agree not to use XODP to engage in any of the following prohibited conduct:

• upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  
  
• harm minors in any way;
  
  
• impersonate any person or entity, including, but not limited to, an authorized representative of XODP, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  
  
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through XODP;
  
  
• upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  
  
• upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
  
  
• upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that may be designated for such purpose;
  
  
• upload, post, email, transmit 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 of any computer software or hardware or telecommunications equipment;
  
  
• disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of XODP are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
  
  
• interfere with or disrupt the XODP Web site or servers or networks connected to XODP, or disobey any requirements, procedures, policies or regulations of networks connected to XODP;
  
  
• intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
  
  
• "stalk" or otherwise harass another; or
  
  
• collect or store personal data about other users.

6. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

7. INDEMNITY

You agree to indemnify and hold XODP, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through XODP, your use of XODP, your connection to XODP, your violation of these Terms of Service, or your violation of any rights of another.

8. NO RESALE OF SERVICE OR CONTENT WITHOUT NOTICE OF INTENT AND EXPRESS PERMISSION

You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any portion of the XODP Web sites, use of the XODP Web GUides, or access to XODP without the express permission of XODP. You also agree to notify XODP of any use that you intend to make of XODP Content.

9. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that XODP may establish general practices and limits concerning use of XODP, including (without limitation) the maximum number of days that email messages, message board postings or other uploaded Content will be retained by XODP, the maximum number of email messages that may be sent from or received by an xODP e-mail account, the maximum size of any email message that may be sent from or received by an XODP e-mail account, the maximum disk space that will be allotted on XODP's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access XODP in a given period of time. You agree that XODP has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by XODP. You acknowledge that XODP reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that XODP reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

10. MODIFICATIONS TO SERVICE

XODP reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the XODP Web site (or any part thereof) with or without notice. You agree that XODP shall not be liable to you or to any third party for any modification, suspension or discontinuance of XODP.

11. TERMINATION

You agree that XODP, in its sole discretion, may terminate your password, account (or any part thereof) or use of XODP, and remove and discard any Content within XODP, for any reason, including, without limitation, for lack of use or if XODP believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. XODP may also in its sole discretion and at any time discontinue providing access to the XODP Web site, or any part thereof, with or without notice. You agree that any termination of your access to XODP under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that XODP may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or XODP. Further, you agree that XODP shall not be liable to you or any third-party for any termination of your access to XODP.

12. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through XODP, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that XODP shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on XODP.

13. LINKS

XODP may provide, or third parties may provide, links to other World Wide Web sites or resources. Because XODP has no control over such sites and resources, you acknowledge and agree that XODP 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 XODP 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.

14. XODP'S PROPRIETARY RIGHTS

You acknowledge and agree that XODP and any necessary software used in connection with XODP ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through XODP or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by XODP or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on XODP or the Software, in whole or in part.

XODP grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to XODP. You agree not to access XODP by any means other than through the interface that is provided by XODP for use in accessing XODP.

15. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.

18. SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS

XODP is provided for informational purposes only, and no Content included in XODP is intended for trading or investing purposes. XODP and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via XODP, and shall not be responsible or liable for any trading or investment decisions made based on such information.

19. NOTICE

Notices to you may be made via either email or regular mail. XODP may also provide notices of changes to these Terms of Service or other matters by displaying notices or links to notices to you generally on XODP.

20. TRADEMARK INFORMATION

"XODP," "The Future of Search," "XODP Web Guides," "XODP Search Engine," and "XODP Search Solutions" are trademarks owned by XODP Search Solutions (the "XODP Marks"). You agree not to display or use the XODP Marks in any manner without the express permission of XODP

21. COPYRIGHTS and COPYRIGHT INFRINGEMENT

XODP respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide XODP with the following information:

XODP can be reached for Notice of claims of copyright or other intellectual property infringement as follows:

• By mail:
  XODP Search Solutions
  P.O. Box 74632
  Davis, CA 95617

• By phone or fax: (530) 678-5997

• By email: < copyright@xodp.org >

22. GENERAL INFORMATION

These Terms of Service constitute the entire agreement between you and XODP and govern your use of XODP, superceding any prior agreements between you and XODP. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party Content or third-party software. The Terms of Service and the relationship between you and XODP shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and XODP agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Yolo, California. The failure of XODP to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service 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 Terms of Service 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 the use of the XODP Web site or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.

23. VIOLATIONS

Please report any suspected violations of these Terms of Service as follows:

• By mail:

  XODP Search Solutions
  P.O. Box 74632
  Davis, CA 95617-5632

• By phone or fax: (530) 678-5997

• By email: < abuse@xodp.org >