Terms of Use Agreement

Date Last Revised: June 1, 2014

THIS ONLINE SERVICE AGREEMENT ("AGREEMENT") IS A BINDING LEGAL CONTRACT BETWEEN YOU AND YOU ARE A CEO, INC. ("WE", "US", OR "2DOLIFE"). BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE, SERVICES, AND ANY OTHER MATERIALS MADE AVAILABLE ON THIS SITE (COLLECTIVELY, THE "SERVICES"), YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE SERVICES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT; AND (C) REPRESENT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS AND ARE OF THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE (AT LEAST EIGHTEEN YEARS OF AGE IN MANY COUNTRIES). IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT. YOU SHOULD PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS BY USING THE PRINT FUNCTIONALITY IN YOUR BROWSER. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THESE SERVICES.

  1. Services.
    1. Subject to the terms and conditions of this Agreement and your payment of all relevant fees, we grant you a non-exclusive, non-transferable, limited license to access and use our hosted software services, content, and other materials provided by 2DOLIFE or its third party vendors through this Web site (the "Services ") for your internal use only or for Resale (as defined in Section 1.3 below), as applicable. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate. You are solely responsible for maintaining the confidentiality of your username and password and for all activity that occurs under your username and password. If you become aware of any unauthorized use of your username or password, please notify 2DOLIFE as soon as possible. Certain third party services and service providers (collectively, “Service Provider”) may have their own terms and conditions, which will be presented to you in your use of the Services. Your use of those third party services will indicate your acceptance of the additional terms and conditions. You are licensing to 2DOLIFE and its Service Provider any information, data, passwords, materials or other content (collectively, “Content”) you provide through or to the Service. 2DOLIFE and Service Provider may use, modify, display, distribute and create new material using such Content to provide the service to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, 2DOLIFE and Service Provider may use the Content for the purposes set out above. As between 2DOLIFE and Service Provider, 2DOLIFE owns your confidential account information. In connection with the Services, we may afford you the ability to interface and interoperate with certain third party software and to upload data from that software. This functionality is dependent on the operation of the third party software and is provided on an entirely as-is basis. You will be solely responsible for connection of your systems to a telecommunications service that provides Internet access for purposes of your access and use of the Services.
    2. Certain features and functions of the Services require that 2DOLIFE and Service Provider access certain third-party systems and services (“Third-Party Services”) on your behalf in order to upload or retrieve information or take other actions requested by you. Accordingly, by using those features and 2 functions of the Services, you authorize 2DOLIFE and Service Provider to access third party sites designated by you, on your behalf, to retrieve information requested by you, to register for accounts requested by you, and to take other actions requested by you. To the extent necessary for 2DOLIFE and Service Provider to access, use and otherwise take actions in association with those Third-Party Services, you hereby grant 2DOLIFE and Service Provider a limited power of attorney, and you hereby appoint 2DOLIFE and Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access those third party internet sites, servers or documents, retrieve information, and use your information, all as described in this Agreement, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN 2DOLIFE OR SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SERVICES, 2DOLIFE AND SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third party account providers accessible through the Services.
    3. If you subscribe to a Service that expressly authorizes you (or if you are expressly authorized by us in a separate writing) to Resell our Services to your customers, you agree and acknowledge that the Services shall not be sold, but only made available to your customers for access as hosted by us pursuant to an agreement between you and your customer(s) fully compliant with the terms of this Agreement. You shall not sell, sublicense, or otherwise distribute any of the Services except to your customers or to your prospective customers pursuant to and in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, “Resale” or “Resell” refers to a sublicensing transaction under this Agreement whereby: (a) we host and provide the Service, (b) you sub-license the Service to your members or customers, (c) you collect revenue directly from your members or customers, and (d) you pay a portion of such revenue to us as a royalty or license fee under this Agreement. Prior to granting any customers access to the Services, you must ensure your customers are bound by an agreement that shall include, at a minimum, a complete disclaimer of liability for 2DoLife, disclaimer of warranties, grant of license, and other protections. If you Resell the Service to your customers or members, 2DoLife may from time to time request that you provide a copy of your standard customer agreements. When the term “agent” is used herein, it shall include without limitation your customers.
  2. Restrictions. You may only use the Services as described in the then current documentation, if any, we make generally available to our customers for use of the Services (the "Documentation"). Any breach of this Agreement by your employees or agents will constitute a breach by you. Except as expressly authorized by this Agreement, you will not (and will not allow any third party to): (i) permit any third party to access and use the Services; (ii) decompile, disassemble, or reverse engineer the Services, except to the extent expressly authorized under the law; (iii) use the Services or any of our Confidential Information to develop a competing product or service; (iv) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Services for the benefit of any third party; (v) use the Services, or allow the transfer, transmission, export, or re-export of the Services, including by way of a "deemed export," in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency; or (vi) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Services or Documentation. Under no circumstances, will we be liable or responsible for any use, or any results obtained by the use, of the Services in conjunction with any other software or third party products. All such use will be at your sole risk.
  3. Availability. We will use commercially reasonable efforts to make the Services available for your access and use, as contemplated under this Agreement, an average of at least ninety-nine (99%) of the time during each month during the Term (the " Availability Requirement "), excluding any period of Permitted Unavailability. " Permitted Unavailability " includes Planned Outages (as defined below) and any unavailability due to causes beyond our reasonable control, including, without limitation: any software, hardware, or telecommunication failures; interruption or failure of telecommunication or digital 3 transmission links; Internet slow-downs or failures; failures or default of third party software, vendors, or products; and unavailability resulting from your actions or inactions or a failure of your communications link or systems. " Planned Outages " means the period of time during which we conduct standard systems maintenance and any instances requiring emergency maintenance. We will use reasonable efforts to schedule Planned Outages during non-peak hours. In the event we fail to achieve the Availability Requirement, we will use commercially reasonable efforts to correct the interruption as promptly as practicable. In the event we fail to achieve the Availability Requirement in two consecutive months during the term of this Agreement, you may terminate this Agreement on written notice to us without further obligation and receive a prorated refund of any pre-paid, unused recurring fees. The refund will be your sole and exclusive remedy and our sole and exclusive liability for failure to achieve the Availability Requirement.
  4. Information Security. Consistent with any law or regulation applicable to the Services and our then current practices and procedures, we will maintain and enforce administrative, technical, and physical safeguards to reasonably protect the confidentiality, availability, and integrity of the Customer Content. Please see our Privacy Policy for additional policies regarding our use of your information.
  5. Beta Services. Consistent with any law or regulation applicable to the Services and our then current practices and procedures, we will maintain and enforce administrative, technical, and physical safeguards to reasonably protect the confidentiality, availability, and integrity of the Customer Content. Please see our Privacy Policy for additional policies regarding our use of your information.
  6. Proprietary Rights. s. You acknowledge that all Services are protected by intellectual property rights, as applicable, of 2DoLife and its vendors/licensors and that you have no rights to transfer or reproduce the Services or prepare any derivative works with respect to, or disclose Confidential Information pertaining to, the Services. Under no circumstances will you be deemed to receive title to any portion of any Services, title to which at all times will vest exclusively in us and our licensors. This is not a "work made for hire" agreement, as that term is defined in Section 101 of Title 17 of the United States Code (the “Copyright Act"). You will preserve all Services from any liens, encumbrances, and claims of any individual or entity. You will not use any of our information or data to contest the validity of any of our intellectual property or our licensors. Any such use of our information and data will constitute a material, non-curable breach of this Agreement. To the extent you provide us with any materials or similar Content (e.g., graphics, logos, artwork, text, data) for use in connection with the Services (collectively, the "Customer Materials"), you grants us a non-exclusive, world-wide, royalty-free license to use the Customer Materials for purposes of performing this Agreement. You are responsible for obtaining all rights, permissions, licenses, and consents required to furnish the Customer Materials to us for use as described above. You are also responsible for preserving and making adequate backups of the Customer Materials and will not rely on us to preserve or make adequate backups of data used in connection with the Services, or to maintain a record of your usage of any part or all of the Services. You are permitted to use content delivered to you through the Service only on the Service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the Service.
  7. Feedback. You may provide us with suggestions, comments or other feedback (collectively, "Feedback") with respect to our products and services, including the Services. Feedback is voluntary and 4 we are not required to hold it in confidence. We may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant us an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with our business, products, and services, including the enhancement of the Services.
  8. Aggregated Data. You may provide us with suggestions, comments or other feedback (collectively, "Feedback") with respect to our products and services, including the Services. Feedback is voluntary and 4 we are not required to hold it in confidence. We may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant us an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with our business, products, and services, including the enhancement of the Services.
  9. Fees. You will promptly pay 2DoLife the fees and, as described below or specified in a separate writing, taxes associated with the Services. Except as expressly provided in this Agreement, all fees are non-refundable. Payments not made within such time period will be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. You are responsible for paying all personal property, sales, use and other taxes (excluding taxes based upon our net income) and license and registration fees and other assessments or charges levied or imposed by any governmental body or agency as a result of the execution or performance of this Agreement, including your receipt of the Services. On notice of not less than sixty (60) days, we may, in our discretion, adjust any or all fees for the Services. You may terminate this Agreement on written notice to us within thirty (30) days of its receipt of our notice to adjust the fees; provided , however , that if you fail to object to the adjustment in writing within the foregoing thirty (30) day period then you will be deemed to have agreed to the adjustment.
  10. Your Warranties. You represent and warrant that (i) you have full power, capacity, and authority to enter into this Agreement and to grant the license in Section 4 (Proprietary Rights); (ii) your use of the Services will be in compliance with all applicable local, state, and federal laws and regulations, and (iii) your use of the Services will comply with our Acceptable Use Policies, as such may be updated and made available to you from time to time.
  11. Indemnification. You will defend and indemnify 2DoLife and hold it and its affiliates, officers, directors, employees, and agents harmless from any and all claims, actions, proceedings, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees and all related costs and expenses) incurred by them as a result of any claim, judgment, or adjudication related to or arising from any or all of the following: (i) your use of the Services; (ii) breach of any of your obligations, representations, or warranties in this Agreement; (iii) your failure to comply with applicable laws and regulations, or (iv) the use of the Services by your customers, or any act or omission by your customers causing a breach of subparagraphs (ii) or (iii) above.
  12. Suspension or Termination of Services and Removal of Customer Content. We may, in our sole discretion, suspend your access to the Services for any of the following reasons (i) to prevent disruption of or damages to, or degradation of, the Services and our systems; (ii) to comply with any law, regulation, court order, or other governmental request; (iii) to otherwise protect us from potential legal liability; (iv) to remove Customer Content that is illegal, offensive, or otherwise inappropriate, in our sole discretion, (iv) your violation of the Acceptable Use Policy, or (v) in the event an invoice remains unpaid for thirty (30) or more days from the invoice date. We will restore access to the Services as soon as the event giving rise to suspension has been resolved. This Section will not be construed as imposing any obligation or duty 5 on us to monitor use of the Services.
  13. Confidentiality.
    1. "Confidential Information" means all information or material which (i) gives a party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of that party; or (ii) which from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. Each party’s Confidential Information will remain the sole and exclusive property of that party. Confidential Information includes, but is not limited to, the Services. Neither party will have any obligation with respect to confidential information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) subject to disclosure under court order or other lawful process.
    2. Treatment of Confidential Information. Each party recognizes the importance of the other’s Confidential Information. In particular, each party recognizes and agrees that the Confidential Information of the other is critical to their respective businesses and that neither party would enter into this Agreement without assurance that the information will be protected as provided in this Section 13.1 and elsewhere in this Agreement. Accordingly, each party agrees as follows: (a) Each party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely as permitted under this Agreement; and (b) Each party may disclose or provide access to its responsible employees and agents or as otherwise permitted under this Agreement (e.g., Section 18), and may make copies, of Confidential Information only to the extent permitted under this Agreement.
    3. Non-Exclusive Equitable Remedy. Each party acknowledges and agrees that due to the unique nature of the Confidential Information there can be no adequate remedy at law for any breach of its obligations hereunder, and therefore, that upon any such breach or any threat thereof, each party will be entitled to appropriate equitable relief from a court of competent jurisdiction in addition to whatever remedies either of them might have at law or equity.
  14. Limited Warranty Exclusive Remedy. During the Term, 2DoLife warrants the Services will materially comply with the requirements of this Agreement and Documentation. In the event of a breach of the foregoing warranty, 2DoLife’s sole and exclusive liability and your sole and exclusive remedy will be to use reasonable efforts to correct the non-conformity. In the event 2DoLife is unable through reasonable efforts to correct the defective Service, you may elect to terminate this Agreement and receive a prorated refund of any pre-paid, unused recurring fees.
  15. Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 14 (LIMITED WARRANTY), THE SERVICES ARE PROVIDED "AS IS" AND "AS-AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. 2DOLIFE AND ITS SERVICE PROVIDER, VENDORS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF SERVICES, IS AT YOUR SOLE RISK. 2DOLIFE AND SERVICE PROVIDER MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. 2DOLIFE IS NOT AN ACTING LIFE COACH OR FINANCIAL SERVICE PROVIDER AND THE SERVICES SHALL NOT BE SEEN AS A REPLACEMENT OR USED IN LIEU OF SUCH PROFESSIONAL ADVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY 2DOLIFE OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF 6 2DOLIFE’S OR ANY SERVICE PROVIDER’S OBLIGATIONS HEREUNDER. THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT 2DOLIFE AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE CUSTOMER CONTENT, WEB-SITES, COMPUTERS, OR NETWORKS. WE WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. ANY MATERIAL OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR CONTENT.
  16. Limitation of Liability and Damages. EXCEPT AS PROVIDED IN SECTION 14 (LIMITED WARRANTY), THE SERVICES ARE PROVIDED "AS IS" AND "AS-AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. 2DOLIFE AND ITS SERVICE PROVIDER, VENDORS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF SERVICES, IS AT YOUR SOLE RISK. 2DOLIFE AND SERVICE PROVIDER MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. 2DOLIFE IS NOT AN ACTING LIFE COACH OR FINANCIAL SERVICE PROVIDER AND THE SERVICES SHALL NOT BE SEEN AS A REPLACEMENT OR USED IN LIEU OF SUCH PROFESSIONAL ADVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY 2DOLIFE OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF 6 2DOLIFE’S OR ANY SERVICE PROVIDER’S OBLIGATIONS HEREUNDER. THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT 2DOLIFE AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE CUSTOMER CONTENT, WEB-SITES, COMPUTERS, OR NETWORKS. WE WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. ANY MATERIAL OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR CONTENT.
  17. Term and Termination. Unless otherwise agreed by the parties, this is a month-to-month agreement (the " Term "), terminable by either party at any time. In the event you elect not to renew or terminate the agreement before the end of the month, any prepaid fees for the final month will be refunded on a pro rated basis based on the number of days that the Service are not available to you in such final month relative to the total number of days in such month.
  18. Government Restrictions; USA Patriot Act Notice . Any software or other programming provided by us in connection with this Agreement is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of the United States Department of Defense or any component thereof, the United States Government acquires this commercial computer software and commercial computer software documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the United States Government acquires this commercial computer software and commercial computer software documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software. The U.S. federal USA Patriot Act (" USA Patriot Act ") provides generally for the operator of a communication host and law enforcement to be able to monitor any content, upon request of the operator. We anticipate fully complying with our obligations, and availing ourselves of all rights under the USA Patriot Act.
  19. DMCA. If you have a claim of copyright infringement, you should send proper written notification 7 under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(3) to the following Designated Agent:

    DMCA Agent, Legal Department
    2DoLife, Inc.
    3260 Blume Drive, Suite 140
    San Pablo, CA 94806

    United States law requires your DMCA Notice to include the following information:

    (a) Identification of the copyrighted work that you claim has been infringed;
    (b) Identification of the material that you claim is infringing, with enough detail so that we may locate it (e.g., the URL);
    (c) Your address, telephone number, and e-mail address;
    (d) A statement declaring under penalty of perjury that (i) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (ii) the above information in your notice is accurate, and (iii) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
    (e) Your physical or electronic signature.

  20. General. Except for the payment of fees, as described in Section 9 (Fees) of this Agreement, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, Internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions. This Agreement provides the entire agreement between the parties with regard to its subject matter. We may, at any time and from time-to-time, change the terms of this Agreement. Any changes will be posted on our Web site. In addition, we may also send you a notice about the amended terms via email. You are obligated to keep your email address correct and current by updating it through the Service, and you acknowledge that this is the method of communication that 2DoLife may use for this notification purpose. Failure to keep your email address correct and current may result in email not reaching you, but you will still be bound by any changes if you continue to use the Services. If you do not accept the terms of any modification, your only recourse is to terminate this Agreement by sending a termination notice us before the effective date of the amendments. The termination will be effective on the date we receive the notice. The most current version of the Agreement will be available on our Web site and will supersede all previous versions of the Agreement. Your continued use of the Services will constitute your acceptance of the changes. This Agreement will be construed according to, and the rights of the parties will be governed by, the law of the State of California, without reference to its conflict of laws rules. Any action at law or in equity arising out of or directly or indirectly relating to this Agreement may be instituted only in the Federal or state courts located in San Francisco, California. You consent and submit to the personal jurisdiction of those courts for the purposes of any action related to this Agreement, and to extra-territorial service of process. No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen. You may not assign this Agreement without the prior written consent of 2DoLife. If any of the provisions of this Agreement are found or deemed by a court to be invalid or unenforceable, they will be severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement. Neither party will by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. You agree that Service Provider is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Service Provider were a party to this Agreement. The following provisions will survive termination or expiration of this Agreement:6 (Proprietary Rights),11 (Indemnification),13 (Confidentiality), 15 (Disclaimer of Warranties), 16 (Limitation of Liability and Damages), 17 (Termination), and 20 (General Provisions). This Agreement may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and your acceptance will be deemed binding between us. Neither of us will contest the validity or enforceability of this Agreement and any related documents, including under any applicable statute of frauds, because they were accepted or signed in electronic form.

Acceptable Use Policy

This Acceptable Use Policy (“AUP”) describes uses of the Services that are prohibited by 2DoLife. As used in this AUP, “you” refers to anyone who accesses or uses the Services. By accessing or using the Services, you agree to the most recent version of this AUP. This policy may be changed from time to time by 2DoLife.

Prohibited Uses

You will not access or use, or enable or authorize a third party to access or use, the Services

  • for any unlawful, immoral, invasive, infringing, defamatory, fraudulent, or obscene purpose;
  • to send unsolicited email of any kind, regardless of the content or nature of such messages or post the same or similar message to one or more newsgroups;
  • to send any virus, worm, Trojan horse or harmful code or attachment;
  • to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network;
  • so as to interfere with the use of the 2DoLife network by other customers or authorized users;
  • in a manner that is inconsistent with 2DoLife routing policies;
  • in violation of the acceptable use policies of 2DoLife’s Internet service providers, subcontractors, or backbone providers; or
  • in a manner which, in 2DoLife’s opinion, is inconsistent with the generally accepted rules of Internet etiquette and conduct.

You further agree that you shall not, nor permit others to:

  • alter, tamper with, adjust, repair or circumvent any aspect of the Services; or
  • resell, pass-through, sublicense, rent, lease, timeshare or rebrand the Services or otherwise provide the Services to any party not related to or associated with you.

Enforcement

If you violate this AUP or enable or authorize a third party to do so, 2DoLife has a right but not an obligation to suspend or terminate your access to the Services and to delete your content without prior notice to you. 2DoLife may report to law enforcement officials or other appropriate parties any activity that it believes violates applicable law and may also provide such parties with information pertaining to that activity. If you are aware that someone is violating this AUP, please contact 2DoLife.