1. MOBILE USE

Your use of the Services through wireless or mobile devices (each a “Mobile Device”) is subject to your continued acceptance of the Terms and Conditions of your wireless carrier or service provider. SMS (text), MMS, and other forms of mobile communication (“Messages”) sent or received from or through the Services are subject to the fees applied by your carrier according to your rate plan (“Fees”). For more information about using the Services through Mobile Devices, text HELP to 627548 for information. Subscription is active until user opts-out. Send STOP to 627548 to cancel service. Message & Data Rates may apply. Charges will appear on your wireless bill. Once opt-in is completed, you will receive alerts as often as you query. You must be authorized by cellphone account holder to opt-in. You warrant to InMarkit that you are authorized to approve and accept Fees for the Mobile Device through which you register and/or access or use the Services. In no event shall InMarkit be responsible for Fees incurred by you, or any user of your Mobile Device, or by any recipient of your Messages.

2. AGREEMENT:

These Terms of Use (“Agreement”) are made by and between Berkley Networks Corporation, doing business as InMarkit (“InMarkit”), and you (“you,” “your” or “User,” provided that if you are under the Age of Majority, as defined below, such terms also include your parent or legal guardian). This Agreement, along with the InMarkit Privacy Policy, contains the terms and conditions that govern your use of the inmarkit.com website (“Site”), as well as all related mobile components, software, and services (each a “Service” and, together with the Site, collectively the “Services”). This Agreement governs your use of our Services, whether accessed through websites or other services controlled directly by us, or through third parties who integrate our Services into their own service offerings (our “Service Partners”)

BY CHECKING THE “I HAVE READ AND AGREE. . . “ BOX OR BY ACCESSING, VISITING, BROWSING, USING OR INTERACTING WITH ANY OF THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY PART OF THE SERVICES. YOU MUST BE 13 TO USE THE SERVICES, AND IF YOU ARE UNDER 18 YEARS OF AGE OR THE AGE OF MAJORITY IN YOUR JURISDICTION, WHICHEVER IS OLDER (THE “AGE OF MAJORITY”), YOU MUST MAKE SURE THAT YOUR PARENT OR LEGAL GUARDIAN READS AND AGREES WITH THIS AGREEMENT ON YOUR BEHALF.

INMARKIT MAY, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, MAKE CHANGES TO THIS AGREEMENT IN INMARKIT’S SOLE DISCRETION. YOUR CONTINUED USE OF ANY PART OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPERLINK LOCATED AT THE BOTTOM OF EVERY PAGE OF THE SITE.

3. ACCESS TO THE SERVICES

By entering your mobile phone number, you certify that you are the account holder for that mobile phone number, or that you have the account holder’s permission to use that account and incur charges on that account. In order to register to use the Services, you must provide certain information. All information you provide must be correct, current, and complete. If InMarkit believes the information you provide is not correct, current, or complete, InMarkit may terminate or suspend your access to the Services at any time. InMarkit’s use of any information you provide in connection with the Services will be governed by the InMarkit Privacy Policy.

4. RESTRICTIONS ON USE

You may only use the Services for purposes expressly permitted by the Services. The Services are for your personal, non-commercial use. You may not use the Services for any other purpose, without InMarkit’s express prior written consent. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, content, software, items or services obtained from or otherwise connected to the Services. You may not use the Services for any purpose that is unlawful or prohibited by this Agreement or other conditions or notices posted in the Services. You may not (and may not authorize any party to) (i) co-brand the Services, or (ii) frame any website used by the Services, or (iii) further distribute the Services or any portion of the Services. You may not use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use and enjoyment of the Services.

5. PROPRIETARY INFORMATION

InMarkit is not an ecommerce platform. The Services allow you to interact with items, services and brands offered by third parties, and to share information about such items, services and brands with other InMarkit users. Although the Services provide a means for you to access third party services in which you can engage in ecommerce transactions, InMarkit is not involved in any actual transaction between buyers and sellers. Offers and promotions made available through the Services from such third parties are subject to the terms and conditions imposed by such third parties and are subject to change from time to time. Such promotions and offers that are made available through the Services may not remain available through the Services.

All material and content accessible through any of the Services, including all trademarks, service marks, logos, and copyrighted works appearing in the Services (the “Content”) is the sole and exclusive property of InMarkit or the third party owners of such Content, such as our Service Partners. InMarkit and such third party owners retain all intellectual property rights embodied in such Content. You may not copy, modify, distribute, republish, upload, post, or transmit the Content in any way other than through the tools provided through the Services. InMarkit has no control over, does not guarantee the quality, authenticity, safety or legality of, and will have no liability whatsoever for, any items advertised on the Services, and/or the truth or accuracy of any Content.

6. USE OF COMMUNICATION SERVICES

The Services include share features, comment forms, tag forms, blogs, badges, widgets, pads, personal web pages, and/or other message or communication facilities that allow you to communicate with others (collectively, “Communications Services”). When you share information to others using the Communications Services, you acknowledge and agree that the Communications Services will transmit your first and last name, mobile number and/or email with the message to your recipient. When using the Communication Services, you may not post, send, submit, publish, or transmit any material that:

i) you do not have the right to post, including proprietary material of any third party;

ii) advocates illegal activity or discusses intent to commit an illegal act;

iii) does not pertain to the Services;

iv) libels, defames, invades privacy, stalks, is vulgar, obscene, profane, pornographic, racist, abusive, harassing, threatening or offensive;

v) harvests or otherwise collects information about others without their consent (such as through use of a robot, scraper, spider or other similar means);

vi) violates any law or may be considered to violate any law;

vii) misrepresents your connection to any other entity or person or disguises the origin of the material;

viii) includes programs that contain viruses, spyware, malware, 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;

ix) interferes with or disrupts the Services;

x) distributes or posts any unsolicited or unauthorized advertising, promotional materials, spam, chain letters, or pyramid schemes; and/or

xi) pertains to alcoholic beverages, tobacco use, illegal use of drugs, or any illegal items or services.

Materials uploaded to a Communication Service may be subject to posted limits on use, reproduction, and/or dissemination. InMarkit reserves the right to edit, delete or modify any materials you may upload through the Communication Services. You are responsible for abiding by such limitations. InMarkit may remove any materials posted through a Communications Service at its sole discretion. You are solely responsible for any material you submit through the Communications Services. InMarkit does not control or endorse the content, messages, or information found in any Communication Service. InMarkit specifically disclaims any liability with respect to materials transmitted through the Communication Services and any actions resulting from your participation in any Communication Service. Without limiting the generality of the foregoing, InMarkit (i) will have no liability whatsoever to you or any third party for any failure to transmit any materials uploaded using the Communication Services and (ii) will have no obligation to retain any such materials on its servers or to return any such materials before deleting them from InMarkit’s servers.

7. SUBMISSIONS

You hereby grant to InMarkit the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, sublicense, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated by you to InMarkit or through the Services (together, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. InMarkit will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for items or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future InMarkit operations.

You hereby represent and warrant that you will not post or provide any Submission that infringes someone else’s rights or otherwise violates the law.

8. DISCLAIMER

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. INMARKIT DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. INMARKIT DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SERVICES WILL BE COMPLETE, CURRENT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INMARKIT DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. INMARKIT MAKES NO WARRANTIES THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE SERVICES. INMARKIT DISCLAIMS ALL RESPONSIBILITY FOR THE CONTENT OR SERVICES PROVIDED BY ANY THIRD PARTIES, INCLUDING SERVICE PROVIDERS, WHETHER SUCH CONTENT OR SERVICES ARE AVAILABLE THROUGH THE SERVICES OR ON OTHER WEB SITES OR LOCATIONS THAT MAY BE ACCESSED THROUGH THE SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

9. LIMITATION ON LIABILITY

INMARKIT, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, SERVICE PARTNERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF INMARKIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF INMARKIT AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, SERVICE PARTNERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT YOU HAVE PAID TO INMARKIT FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE, OR $100. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF INMARKIT, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, SERVICE PARTNERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

10. TERMINATION OR RESTRICTION OF ACCESS

InMarkit may monitor your compliance with this Agreement. InMarkit reserves the right, in its sole discretion, to terminate your access to any or all of the Services including InMarkit’s websites and the related services or any portion thereof at any time, without notice.

11. INDEMNITY

You agree to indemnify and hold InMarkit, its subsidiaries, affiliates, licensors, content providers, Service Partners, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of this Agreement by you, including any use of the Services other than as expressly authorized in this Agreement, and from any claim that any of your Submissions infringe the intellectual property rights of any third party or parties. You agree that the Indemnified Parties will have no liability in connection with any such breach or infringement, and you shall indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed through the Services.

Furthermore, you release the Indemnified Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you may have with any other user of the Services. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction in which any other statute or common law principles of similar effect applies, you waive the application of such statute or common law with respect to the claims, demands and damages (actual and consequential) released under this paragraph.

12. DIGITAL MILLENNIUM COPYRIGHT ACT

If you believe any Content on the Services violates your copyrights, please notify InMarkit's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.

InMarkit's Designated Agent for the receipt of any Notification of Claimed Infringement which may be given under the Digital Millennium Copyright Act is as follows:

Berkley Networks Corporation

d/b/a InMarkit

Attn: President

Address: P.O. Box 4247

East Hampton, NY 11937

phone: 1-800-280-9604

fax: 646-365-3422

e-mail: dmca@inmarkit.com

Your notice must include (i) a description of the copyrighted work that has been infringed and the specific location on our Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

13. SECURITY

Your password(s) for the Services is for your individual use only. You are responsible for the security of your password, and for all use of the Services made under your password. InMarkit may, at its discretion, require you to change your password. You may not take any actions intended to compromise or tamper with the security of the Services or tamper with system resources and/or accounts.

InMarkit reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing InMarkit to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate this Agreement. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS INMARKIT FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY INMARKIT DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER INMARKIT OR LAW ENFORCEMENT AUTHORITIES.

14. MODIFICATIONS TO THE SERVICES

InMarkit reserves the right, at any time and its sole discretion, to modify suspend, or discontinue the Services or any part thereof with or without notice. You agree that InMarkit will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

15. MISCELLANEOUS

This Agreement will be governed and interpreted pursuant to the laws of New York, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in New York in connection with any dispute between you and InMarkit arising out of this Agreement or pertaining to the subject matter hereof. You and InMarkit each agrees that the exclusive venue for any dispute between the parties arising out of this Agreement will be in the state and federal courts in New York City, New York and each submits to the exclusive personal jurisdiction of such courts for such purpose. If any part of this Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement between you and InMarkit relating to the subject matter of this Agreement and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and InMarkit with respect to the Services. Notwithstanding the foregoing, any additional terms and conditions on the Services will govern the items to which they pertain. The failure of InMarkit to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.