TERMS OF SERVICE AGREEMENT

This is a Terms of Services Agreement (“Agreement”) by and between Fanadu, LLC, a Florida limited liability company (“Fanadu”), and the registered Customer (“Customer”). Fanadu is a social networking service that allows members to create unique personal profiles online in order to communicate with old and new friends regarding their interest in sports. The services offered by Fanadu include the Fanadu website at www.fanadu.com (the “Website”) and any features, content or applications offered from time to time by Fanadu in connection with the Fanadu Website (the “Services”).

By using the Fanadu Services, you agree to be bound by this Agreement, whether you are a “Member” who has registered with the Website or you are a “Visitor” who is simply browsing the Website. The term “User” refers to a Member or Visitor. You are authorized to use the Fanadu Services only if you abide by the terms of this Agreement and all applicable law. You should read this Agreement carefully and save a copy of it. If you do not agree to the terms set forth in this Agreement, you should leave the Website site and discontinue use of the Fanadu Services immediately. If you wish to become a Member of Fanadu.com, you must read this Agreement and indicate your acceptance of the terms of this Agreement. Customer will be responsible for obtaining, at Customer's sole expense, all equipment or other software, if any, required to use Fanadu Services.

This Agreement sets forth the legally binding terms for your use of the Website and your membership in the Services and includes Fanadu’s policy for acceptable use of the Services, your rights, obligations and restrictions regarding your use of the Services and Fanadu’s Privacy Policy. Fanadu may modify this Agreement from time to time and such modification shall be effective upon posting by Fanadu on the Website. You agree to be bound by any changes to this Agreement when you use the Services after any such modification is posted. It is important that you review this Agreement regularly to ensure you are aware of any changes. This Agreement shall remain in full force and effect for so long as Customer is a registered user of the Fanadu Services, and may be terminated only in accordance with the termination provisions of this Agreement.

Fanadu reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Fanadu Services at any time, for any or no reason, with or without prior notice, and without liability.

For access to the Services and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer agrees as follows.

1. Eligibility. Use of and membership in the Fanadu Services is void where prohibited. By using the Fanadu Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information by using the update tools provided by Fanadu; (c) you are 18 years of age or older; and (d) your use of the Fanadu Services does not violate any applicable law or regulation. Your profile may be deleted and your membership may be terminated without warning, if we believe that you are under 18 years of age. FAILURE OF CUSTOMER TO UPDATE CONTACT INFORMATION MAY DELAY OR PREVENT CUSTOMER FROM RECEIVING IMPORTANT NOTICES AND AMENDMENTS TO THIS AGREEMENT. NOTICE SHALL BE DEEMED DELIVERED WHEN FANADU SENDS AN EMAIL TRANSMISSION, FAX TRANSMISSION, OR MAIL USING THE CONTACT INFORMATION PROVIDED IN THE CURRENT CONTACT INFORMATION, WHICHEVER METHOD IS CHOSEN BY FANADU, AT FANADU’S SOLE DISCRETION.
2. Password. You will be asked to choose a password when you sign up to become a Member. You are responsible for maintaining the privacy of your password. You agree not to use the membership account, username or password of another Member at any time or disclose your password to any other person. You agree to notify Fanadu immediately if you suspect unauthorized use of your membership account or password. You are solely responsible for all use of your membership account.
3. Term. This Agreement shall remain in full force and effect while you use the Fanadu Services or are a Member. You may terminate your membership at any time, for any reason, by contacting us at support@fanadu.com. Fanadu, in its sole discretion, may restrict, suspend, or terminate your access to all or any part of the Fanadu Services at any time, for any or no reason, with or without prior notice, and without liability. Following termination, this Agreement will remain in effect.
4. Fees. You acknowledge that Fanadu reserves the right to charge for the Services and to change its fees from time to time in its discretion although currently it is a free service. If your membership is terminated due to breach of this Agreement, you will not be entitled to the refund of any unused portion of membership fees. Failure to pay any fees imposed or to authorize payment of such fees from a Customer account or bank within thirty (30) days of the imposition or increase in such fees gives Fanadu the right to terminate access, and to delete Customer content, immediately. Customer is not entitled to any refund for denial of access for any reason. Fanadu will take commercially reasonable measures to restore service; however, Customer’s sole remedy is to terminate the Fanadu services, according to the termination provisions of this Agreement.
5. Termination Provisions. Fanadu reserves the right, in its sole discretion, to restrict, suspend, or terminate access to all or any part of the Fanadu Services at any time, for any or no reason, with or without prior notice, and without liability. Provisions of this Agreement will remain in effect for two (2) years after access to Fanadu Services is terminated. Fanadu reserves the right to deny or revoke access to the Fanadu Services without notice if Fanadu reasonably believes Customer is in breach of this Agreement. Customer agrees to terminate the Fanadu services by contacting Fanadu at support@fanadu.com.
6. Customer License. By displaying or publishing ("posting") any customer content including, without limitation, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials (collectively, "Customer Content") on or through the Services, you hereby grant Fanadu a non-exclusive, fully-paid-up and royalty-free license (with the right to sublicense through unlimited levels of sub licensees) for worldwide use by Fanadu in relation to its Fanadu Services of any and all rights enjoyed by Customer. This license will not terminate even if you terminate your access to the Services or are denied access to the Services under this Agreement.
7. Content Posted. You are solely responsible for the Customer Content that you post on or through any of the Services, and any material or information that you transmit to other Members. Fanadu neither endorses nor controls any Customer Content. Fanadu does not have the resources or responsibility to review any Customer Content prior to posting. Customer Content does not necessarily reflect the opinions or policies of Fanadu. Fanadu makes no warranties or representation about any content found on Fanadu, and Customer acknowledges that content on Fanadu should not be relied on for any purpose including, without limitation, medical diagnosis, wagering and investment decisions. Information posted by other Fanadu members may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services. You should report any such misuse of the Services directly to Fanadu at abuse@fanadu.com. Fanadu may delete any Customer Content that, in its sole judgment and discretion, violates this Agreement or which may be offensive, illegal or violate the rights, harm or threaten the safety of any person. Fanadu assumes no responsibility to monitor the Services for inappropriate Customer content or conduct. If at any time Fanadu chooses, in its sole discretion, to monitor the Services, Fanadu nonetheless assumes no responsibility for the Customer Content, no obligation to modify or remove any inappropriate Customer Content, and no responsibility for the conduct of the Customer submitting any such Customer Content.
8. Activity Prohibited. The following is a partial list of the type of Customer Content that is illegal or prohibited for posting on or through the Services. Fanadu reserves the right to investigate and take appropriate legal action against anyone who, in Fanadu’s sole discretion, violates this provision including, without limitation, removing the offending communication from the Services and terminating the membership of the violator. Prohibited Content includes, but is not limited to, Customer Content that, in the sole discretion of Fanadu:
   
   1. is patently offensive, such as Customer Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
   2. harasses or advocates harassment of another person;
   3. contains nudity, violence or offensive subject matter or contains a link to an adult website;
   4. solicits personal information from anyone under the age of 18 or provides material that exploits anyone under the age of 18 in a sexual or violent manner;
   5. provides telephone numbers, streets addresses, last names, URLs or email addresses;
   6. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
   7. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer installed copy-protected devices or providing pirated music or links to pirated music files;
   8. transmits “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
   9. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
   10. promotes or furthers any criminal activity or enterprise or provides instructional information about illegal activities including, without limited, making or buying illegal weapons, violating someone’s privacy or providing or creating computer viruses;
   11. solicits personal identification information or passwords for commercial or unlawful purposes from other customers;
   12. involves commercial activities or sales without the prior written consent of Fanadu such as contests, sweepstakes, barter, advertising, pyramid schemes or lotteries; or
   13. includes a photograph of another person that has been posted without that person’s consent.
9. Representations and Warranties Customer represents and warrants the following: (i) Customer owns the Customer Content or has a written license granting Customer the right to post Customer Content to the Website and to grant the rights provided to Fanadu in this Agreement; (ii) posting of Customer Content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person; (iii) Customer agrees to pay any amount owed to any person or organization for Customer Content posted using the Customer password, whether or not posted by Customer; and (iv) Customer is not permitted to post any material that is illegal, libelous, tortuous, indecent or is likely to directly or indirectly cause harm to Fanadu.

   Customer agrees that Customer shall not do the following: sell, lease, license or sublicense the Fanadu Services; modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Fanadu Services; disclose or make available the Fanadu Services to any third party; transmit unsolicited commercial or bulk email; copy any part of the Fanadu Services; engage in spamming, mailbombing, spoofing or any other illegal or unauthorized use of the Fanadu Services; knowingly introduce into or transmit through the Fanadu Services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Fanadu Services; transmit any fraudulent, malicious, harassing, false or misleading electronic communications including, without limitation, chain letters, pyramid schemes, or e-mails with forged headers; or engage in or permit any action involving the Fanadu Services that is inconsistent with the terms and conditions of this Agreement.

   Except for Customer Content, Customer will not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Services.

   Customer further represents and warrants the following

   1. Customer agrees not to post any private information of any third party;
   2. Customer will not promote illegal or unauthorized copying of another person's copyrighted work, such as providing pirated computer programs, music, video or links to any of them, or provide information to circumvent manufacture-installed copy-protect devices;
   3. Customer content will not contain any restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
   4. Customer will not further or promote any criminal or illegal activity or enterprise or provide instructional information about illegal activities including, without limitation, instructions for making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
   5. Customer will not solicit passwords or personal identifying information for commercial or unlawful purposes from any other person; and
   6. Customer will not post a photograph of another person without that person's consent.
   Customer agrees that any violation of the foregoing Customer representations and warranties is a material breach of this Agreement and allows Fanadu to immediately block or terminate access to Customer and Customer Content.
10. Confidentiality. The term "Confidential Information" includes any and all software and other proprietary information provided by Fanadu including, without limitation, logon identifiers and password provided to Customer, and information provided to Customer by Fanadu that is not publicly available, not already in the other party's possession without being subject to a confidentiality obligation, not independently developed, or not disclosed by order of a court or other governmental entity. Customer acknowledges and agrees that: (a) the Confidential Information constitutes valuable trade secrets; and (b) it will not disclose, or permit to be disclosed, the Confidential Information without prior written consent. Customer will safeguard the confidentiality of the Confidential Information including keeping passwords secret and preventing unauthorized access. Customer consents to Fanadu use of Customer Content including, without limitation, name and/or likeness and/or postings in press releases, advertisements, online databases, searches and otherwise, and Customer Content will be viewable to other users of the Fanadu services.

11. Intellectual Property of Fanadu. The marks, tradenames, logos, slogans, trade dress, designs, artwork, works of authorship, trade secrets and domain names of Fanadu are the sole and exclusive property of Fanadu, and Customer shall not use any of the foregoing in any advertising, publicity or in any other commercial manner, except with express written permission of Fanadu.
    Any and all feedback, data, questions, survey responses, ideas or other types of suggestion and the like (collectively “Suggestions”) that are made by Customer to Fanadu, whether solicited or unsolicited, shall be the sole property of Fanadu Services, and Fanadu shall not be obligated to pay Customer anything in return for the Suggestions, even if Fanadu decides to use the Suggestions to improve the services offered to other customers.
12. Disclaimers and Limitation of Liability. Customer acknowledges and agrees to the following warnings, limitations and disclaimers of Fanadu.
    

    FANADU MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO CONTENT OR TO THE ACCURACY AND RELIABILITY OF CONTENT INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

    IN NO EVENT SHALL FANADU BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES, ARISING FROM YOUR USE OF THE SERVICES, EVEN IF FANADU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FANADU’S LIABILITY TO YOU FOR ANY CAUSE OF ACTION WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FANADU FOR THE SERVICES DURING THE TERM OF THE MEMBERSHIP.

    FANADU SHALL NOT BE LIABLE FOR ANY LOST OR CORRUPTED DATA OR CUSTOMER CONTENT, AND CUSTOMER AGREES TO BACK UP DATA TO PREVENT LOSS OR DAMAGE TO CUSTOMER CONTENT.

    Fanadu has a right to monitor content posted using the Fanadu Services. Even if Fanadu monitors some Customer Content, Fanadu assumes no responsibility for the Customer Content. Fanadu has no obligation to modify or remove any inappropriate Customer Content and no responsibility for the conduct of any person accessing the Fanadu services. However, upon notice by any person, Fanadu will take commercially reasonable measures to remove or block any content that violates any of the policies and rules established by Fanadu agreements with Customers of Fanadu.

    WARNING: Information provided by other users of the Fanadu services may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services. Sexual predators and other criminals may attempt to use the Services to mislead, harm or take advantage of Customer. Fanadu does not condone criminal activity, and Fanadu has the right, but no obligation, to inform authorities of any suspicious or illegal activity by Customer. Customer completely absolves and holds harmless Fanadu for any torts of other users of the Services and the actions of law enforcement, whether reasonable, unreasonable, tortious, intentional, wanton, reckless, malicious or otherwise.
13. Copyright Policy. Fanadu provides a neighborhood for people to socialize and communicate. While Fanadu respects free speech and dialog, Fanadu provides a service included in the safe harbor provisions of the Digital Millenium Copyright Act and will take any and all reasonable measures to comply with the provisions of the Digital Millenium Copyright Act that protect Fanadu from lawsuits by third parties. Compliance of Fanadu with provisions of the Digital Millenium Copyright Act is necessary for Fanadu to continue providing service to Customer and others.

    Customer agrees to not post, distribute, or reproduce in any way any copyrighted material or derivative works of copyrighted materials, or trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. Fanadu has the right to immediately terminate access and block Customer Content of any Customer repeatedly violating the provisions of this Agreement. Customers repeatedly infringing the copyright rights of others may be banned from any further access to Fanadu services. Upon receipt of notification by a purported owner of a copyright, or agent thereof, it is Fanadu policy to block access to any infringing materials, and Customer agrees to have Customer Content blocked or removed, until Fanadu determines if the Customer Content is owned by Customer. Customer will cooperate and provide proof of ownership or license in the disputed Customer Content. Any person is permitted to access Fanadu Services for the sole purpose of determining if any works of authorship of the person are being infringed, provided the person complies with the terms and conditions of this Agreement.

14. Copyright Dispute Resolution.
    Any claim of copyright infringement by Customer should comply with the following:

    1. identify the copyrighted work that is alleged to be infringing by location and description;
    2. provide name, address, telephone and email address of the copyright owner and agent, if any;
    3. state in writing that the undersigned has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law and explain why, if possible;
    4. state under the penalty of perjury, that the information provided is accurate;
    5. state under the penalty of perjury that the undersigned is the true and current copyright owner or is authorized to act on behalf of the true and current copyright owner; and
    6. provide the name and title of the person authorized to sign on behalf of the copyright holder together with an electronic or physical signature of the copyright owner or authorized agent.
    Forward any claim complying with the above requirements to Fanadu at abuse@fanadu.com.
15. Member Disputes. You are solely responsible for your interactions with other Fanadu Members. Fanadu reserves the right, but has no obligation, to monitor disputes between you and other Members.
16. Arbitration. Either Fanadu or Customer may demand arbitration of any dispute arising from any dispute between Fanadu and Customer relating to this Agreement or the services provided by Fanadu. In the event of a demand for arbitration, Customer agrees that the arbitration will be settled according to the dispute resolution procedures of the American Arbitration Association (AAA) in Tampa, Florida.
17. Fees, Taxes and Liability for Commercial Use. Customer shall not use the Fanadu services for commercial use. In the event that Customer uses Fanadu services for commercial use in breach of this provision, then Customer is responsible for all sales, use, transfer, privilege, excise and all other taxes and duties relating to this Agreement, and Customer indemnifies and holds Fanadu harmless from any and all liability. Fanadu may, without notice, suspend access to Fanadu Services or terminate this Agreement upon a reasonably suspicion that Customer’s use is commercial in nature. Any such suspension or termination will not relieve Customer from paying any obligations, interest and late charges.
18. Indemnity. Any Customer using Fanadu Services for commercial use or otherwise in material breach of the provisions of this Agreement will be responsible for any loss, liability, claim, or demand, including reasonable attorneys' fees and court costs, and any costs associated with collecting any and all fees due to Fanadu.
19. No Agency. There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship established between Fanadu and Customer.
20. No Waiver. Any failure or delay of Fanadu to exercise or enforce any right granted or provision provide by this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The section titles in this Agreement are solely for convenience and have no legal or contractual effect, whatsoever.
21. Governing Law. This Agreement is governed by the laws of the State of Florida, as if this Agreement was executed and fully performed within the State of Florida. Customer acknowledges that entering into this Agreement in the State of Florida gives rise to jurisdiction in the State of Florida, consents to the jurisdiction and venue of Florida, and agrees to bring any action against Fanadu related in any way to the services provided by Fanadu or this Agreement solely within the state and federal courts located within the State of Florida, subject to the provisions of this Agreement.

You may contact us at support@Fanadu.com with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.