FLEXPLAY.COM TERMS AND CONDITIONS

July 2007

Terms and Conditions

Welcome to Flexplay.com. Flexplay Technologies, Inc. (“Flexplay”) and its affiliates provide their services to you subject to the following conditions, which you should read carefully. Various Flexplay features and services may have other terms and conditions to which you will be subject.

Your use of Flexplay.com indicates your acceptance of and agreement to be bound by these terms and all subsequent revisions. We may revise these terms from time to time by updating this Terms and Conditions page.

Nothing on Flexplay.com should be construed as offering legal, medical or other professional advice.

Membership

Generally you do not need to be a member of Flexplay.com to enjoy it, though certain features and services may require registration.

When asked to provide information, you agree to provide true, accurate and complete information. You also agree to maintain and update such information to maintain its completeness and accuracy. We reserve the right to terminate your use of Flexplay.com if we discover that any information you provided is not accurate and complete. We may change or discontinue any feature or service of Flexplay.com, including, but not limited to, content, hours or availability and equipment needed to access or use Flexplay.com.

COPPA Compliance

Users who register with Flexplay must be at least 13 years old. In accordance with the Federal Children’s Online Privacy Protection Act of 1998 (COPPA), Flexplay will never knowingly solicit nor will it accept personally identifiable information from users known to be under thirteen (13) years of age.

Privacy

Please review our Privacy Policy, which also governs your use of Flexplay.com, for information about our privacy practices. In addition, other policies posted on Flexplay.com also govern your use of the site.

Limited License of Use

Flexplay grants you a limited license to access and make personal use of Flexplay.com and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Flexplay. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Flexplay. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Flexplay and our affiliates without express written consent. You may not use any meta tags or any other “hidden text” utilizing any Flexplay name or trademarks without the express written consent of Flexplay. Any unauthorized use terminates the permission or license granted by Flexplay.

Copyright

All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Flexplay or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Flexplay and protected by U.S. and international copyright laws. All software used on this site is the property of Flexplay or its software suppliers and protected by United States and international copyright laws. Except as provided for by law, you may not use any Flexplay copyrighted material without express written permission.

Trademarks

FLEXPLAY, NO RETURN RENTAL, and NO RETURN DVD are registered trademarks of Flexplay in the United States and other countries. Other marks and logos are trademarks of Flexplay, as indicated. Except as provided for by law, you may not use Flexplay’ trademarks or trade dress without express written permission. All rights reserved. All other trademarks appearing on Flexplay.com are the property of their respective owners.

Third Party Content

Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including content providers and users, are those of the respective author(s) or distributor(s) and not of Flexplay. Neither Flexplay nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to “Disclaimer of Warranties” below for the complete provisions.)

In many instances, the content available through Flexplay.com represents the opinions and judgments of the respective information provider or user. It is always your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through Flexplay.com, whether published by a third party or Flexplay. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

Notices

You consent to receiving any necessary notices either as posted on Flexplay.com, sent via electronic mail, or a combination thereof. You agree to and are responsible for checking the Flexplay.com for notices. You will be considered to have received a notice when it is made available by posting on Flexplay.com.

Links

Flexplay.com contains links to other web sites or resources. You acknowledge and agree that Flexplay is not responsible or liable for (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products on or available from such sites or resources.

Correspondence with Merchants, Advertisers and Other Third Parties

Your correspondence with merchants, advertisers, and other third parties found on Flexplay.com, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant or advertiser. You agree not to hold Flexplay, its affiliates, and their respective officers, directors, employees, agents, attorneys, accountants, consultants, advisors and content providers from and against any claims, actions or demands, liable for any loss, damage, cost or expense of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on Flexplay.com.

Disclaimer of Warranties

EVERYTHING ON FLEXPLAY.COM IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF AVAILABILITY, ACCURACY, RELIABILITY, TIMELINESS, SECURITY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

WE ALSO MAKE NO WARRANTY THAT FLEXPLAY.COM WILL MEET YOUR REQUIREMENTS NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM FLEXPLAY.COM. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH FLEXPLAY.COM OR ANY TRANSACTIONS ENTERED INTO THROUGH FLEXPLAY.COM.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM FLEXPLAY OR THROUGH FLEXPLAY.COM SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT FLEXPLAY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.

IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER FLEXPLAY NOR ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS, CONSULTANTS, ADVISORS, AND PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN FLEXPLAY.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. NEITHER FLEXPLAY NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.

Indemnity

You agree to defend, indemnify, and hold harmless Flexplay, its affiliates, and their respective officers, directors, employees, agents, attorneys, accountants, consultants, advisors, and partners from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, made by any third party due to or resulting from use of Flexplay.com or content therein or violation of these Conditions of Use.

Limitation of Liability

OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH FLEXPLAY.COM OR CONTENT THEREIN IS LIMITED TO ONE HUNDRED DOLLARS ($100.00). NEITHER FLEXPLAY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, ATTORNEYS, ACCOUNTANTS, CONSULTANTS, AND ADVISORS AND ITS PUBLISHERS OR CONTENT PROVIDERS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING FLEXPLAY.COM OR CONTENT THEREOF SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE FLEXPLAY.COM AND ITS CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNOW OF THE POSSIBILITY OF SUCH DAMAGE. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation or exclusion may not apply to you.

General Provisions

You are responsible for complying with applicable local laws, keeping in mind that access to Flexplay.com or its content may not be legal by certain persons or in certain countries.

If any part of these Conditions of Use are held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect.

These Conditions of Use are between you and Flexplay and may not be transferred, assigned or delegated to anyone without our express written permission. Any attempt to assign, transfer or delegate these Conditions of Use without our express written permission shall be null and void.

By visiting Flexplay.com, you agree that the laws of the state of Georgia, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Flexplay.com or its affiliates. Venue and jurisdiction shall solely and exclusively be in Fulton County, Georgia, and you consent to exclusive jurisdiction and venue in such courts.

Any dispute you may have with respect to Flexplay must be commenced within one year after it arises, or the cause of action is barred.

Flexplay.com is operated by Flexplay Technologies, Inc. headquartered at:

One Capital City Plaza
3350 Peachtree Road, Suite 1500
Atlanta, GA 30326
www.FlexPlay.com