Terms of Use

February 1, 2008

Introduction

shouldi is an instant social advice service that allows Users to quickly and easily ask for and receive advice from friends, experts or other Users in a specific town or geography by using a mobile phone, a web browser, instant messaging, or e-mail. The Services offered by shouldi LLC ("shouldi" or "we") include the shouldi.net website and the shouldi mobile messaging, instant messaging and e-mail services and any other features, content, or applications offered from time to time by shouldi in connection with the shouldi instant social advice service. These services are hosted in the United States.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the shouldi Services. By using the shouldi Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the shouldi.net website) or you are a "User" (which means that you have registered with shouldi.net). The term "User" refers to a Visitor or a User. You are only authorized to use the shouldi Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully. If you do not agree with it, you should leave the shouldi.net website and discontinue use of all shouldi services immediately. If you wish to become a User, communicate with other Users and make use of the shouldi Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes shouldi's policy for acceptable use of the shouldi Services and acceptable Content posted on or communicated by the shouldi Services, as well as your rights, obligations and restrictions regarding your use of the shouldi services and shouldi's Privacy Policy.

Changes to shouldi and the User Agreement

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and we may send registered users an email notifying you of the change. It is therefore important that you review this Agreement regularly to ensure that you are updated as to any changes. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL STOP USING THE SHOULDI SERVICE. YOUR CONTINUED USE OF THE SHOULDI SERVICE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE OR RECEIVING OUR EMAIL NOTIFYING YOU OF THE CHANGE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

Eligibility and Registration

Use of and Membership in the shouldi Services is void where prohibited. You must be 13 years or older to use the shouldi Service. By registering for the shouldi Service, you represent and warrant that you are 13 or older and that you have the capacity to understand, agree to and comply with this User Agreement. Your Public page may be deleted and your Membership may be terminated without warning, if we believe that you are under 13 years of age.

You should provide true, accurate and complete registration information to be a shouldi User. As part of the registration process, you will be asked to select a username and password and you will be responsible for all activities occurring under your username and for keeping your password secure. You agree not to use the account, username, or password of another User at any time or to disclose your password to any third party. You agree to notify shouldi immediately if you suspect any unauthorized use of your account or access to your password. We may refuse to grant you a username that impersonates someone else, is or may be protected by trademark or proprietary rights law, or is vulgar, offensive or otherwise inappropriate, as determined by us in our sole discretion. You are solely responsible for any and all use of your account.

Non-commercial Use by Users and Visitors

The shouldi Services are for the personal use of Users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by shouldi. Illegal and/or unauthorized use of the shouldi Services, including collecting usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the shouldi Services is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from User Public pages without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the shouldi Services.

User Conduct and Appropriate Content

Please choose carefully the information you post or disclose using shouldi Services and that you provide to other Users. Your shouldi Public page may not include the following items: telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other shouldi Users (for instance, in their Public page) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and shouldi assumes no responsibility or liability for this material. If you become aware of misuse of the shouldi Services by any person, please contact shouldi or click on the "Report Inappropriate Content" link on any shouldi.net page.

You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account made by you including the content of your transmissions through the shouldi Service. By way of example, and not as a limitation, you agree NOT to:

• Defame, abuse, harass, stalk, threaten or otherwise violate the rights (such as rights of privacy and publicity) of others.
• Publish, distribute and/ or disseminate any harmful, obscene, indecent, unlawful, libelous, profane, defamatory, infringing, inappropriate, hateful, or racially, ethnically or otherwise objectionable material or information.
• Use other Users' personal data for purposes other than establishing contact that is reasonably expected to be welcomed by such other Users
• Submit Materials that are unlawful or promote or encourage illegal activity or that would violate the property rights of others.
• Submit Materials of any third party without such third party's prior written consent, or Materials that falsely express or imply that such Materials are sponsored or endorsed by shouldi.
• Create a false or misleading identity of, including, but not limited to, a shouldi employee, or falsely state or otherwise misrepresent your affiliation with a person or entity, for the purpose of misleading others as to the identity of the sender or the origin of a message or to harvest or otherwise collect information about others.
• Transmit, email or post any material that contains in any form software viruses or such programs as including but not limited to, Trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• Use the shouldi Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service.
• Attempt to gain unauthorized access to the shouldi Service, other accounts, computer systems or networks connected to the shouldi Service, through password mining or any other means.
• Modify, adapt, translate, or reverse engineer any portion of the shouldi Service.
• Reformat or frame any portion of the web pages that are part of the shouldi Service.
• Disseminate content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary right of any party or infringes any intellectual property law or any other applicable law.
• Remove any copyright, trademark or other proprietary rights notices contained in or on the shouldi Service.
• Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
• Interfere with another User's use and enjoyment of the shouldi Service.
• Harvest or collect email addresses or other contact information of Users, including usernames, from the shouldi Service by electronic or other means.

shouldi may filter, reject or substitute for the use of certain profane or otherwise inappropriate words in a user's profile pages, advice requests, advice postings, or any other content that the user communicates to or posts on the shouldi service.

Copyright Policy

It is shouldi's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) by terminating the accounts of repeat infringers.

You may not post, modify, distribute, or reproduce in any way any copyright material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. shouldi respects the intellectual property rights of others and will terminate any user's access to the shouldi Services according to these terms of use if shouldi is notified that such user's activities infringe the rights of third parties on more than one occasion. If you believe that your work (or the work of a third party on whose behalf you are entitled to act) has been copied in a way that constitutes copyright infringement, please file a copyright infringement notification (Notice) with us, by sending a written communication which should include the following information, in the same order as is set out in (i) to (x) below:

(i) statement that you have identified material on the shouldi Services which infringes your copyright (or infringes the copyright of a third party on whose behalf you are entitled to act, if applicable); (ii) a description of the copyrighted work that you claim has been infringed, which should include the type of work (such as a book or a sound recording) and any relevant further details (such as the title and date of publication, as applicable); (iii) the country or countries to which your copyright applies; (iv) a description of the way in which the copyright material has been infringed; (v) a description of where the material that you claim is infringing is located on the shouldi Services (including a URL and/or screen shot); (vi) your address, telephone number, and email address so that we may get in contact with you; (vii) the contact details that you would like us to provide to the alleged infringer so that they may contact you directly, in order to attempt to resolve the complaint; (viii) a statement by you that you have a good faith belief that the disputed use of the copyright work is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law; (ix) a statement by you, made under penalty of perjury, that the above information in the Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf and (x) an electronic or physical signature (which may be a scanned copy) of the copyright owner.

Once you have completed the Notice, having included all of the information set out above, please send it to:

[Attn: shouldi Copyright Agent, shouldi LLC, 538 Sullivan Drive, Mountain View, CA 94041

Email: copyright@shouldi.net

Proprietary Rights in Content on shouldi Services

shouldi does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the shouldi Services. After posting your Content to the shouldi Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying, communicating, or publishing ("posting") any Content on or through the shouldi Services, you hereby grant shouldi a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the shouldi Services.

Without this license, shouldi would be unable to provide the shouldi Services. For example, without the right to modify User Content, shouldi would not be able to digitally resize certain photos that Users submit or otherwise format Content to satisfy technical requirements, and without the right to publicly perform User Content, shouldi could not allow Users to view to photos posted by Users. The license you grant to shouldi is non-exclusive (meaning you are free to license your Content to anyone else in addition to shouldi), fully-paid and royalty-free (meaning that shouldi is not required to pay you for the use on the shouldi Services of the Content that you post), sublicensable (so that shouldi is able to use its affiliates and subcontractors such as Internet content delivery networks or wireless telecommunications service providers to provide the shouldi Services), and worldwide (because the Internet and the shouldi Services are global in reach). This license will terminate at the time you relinquish your Usership in or use of the shouldi Services. The license does not grant shouldi the right to sell your Content, nor does the license grant shouldi the right to distribute your Content outside of the shouldi Services.

You represent and warrant that: (i) you own the Content posted by you on or through the shouldi Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the shouldi Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the shouldi Services.

The shouldi Services contain Content of shouldi ("shouldi Content"). shouldi Content is protected by copyright, trademark, patent, trade secret and other laws, and shouldi owns and retains all rights in the shouldi Content and the shouldi Services. shouldi hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the shouldi Content (excluding any software code) solely for your personal use in connection with viewing and using the shouldiServices.

The shouldi Services contain Content of Users and other shouldi licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the shouldi Services.

Shouldi may delete any Content that in the sole judgment of shouldi violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. shouldi assumes no responsibility for monitoring the shouldi Services for inappropriate Content or conduct. If at any time shouldi chooses, in its sole discretion, to monitor the shouldi Services, shouldi nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

You are solely responsible for the Content that you post on or through any of the shouldi Services, and any material or information that you transmit to other Users and for your interactions with other Users. shouldi does not endorse and has no control over the Content. Content is not normally reviewed by shouldi prior to posting and does not necessarily reflect the opinions or policies of shoudli. shouldi makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Users.

Other Terms

User Disputes. You are solely responsible for your interactions with other shouldi Users. shouldi reserves the right, but has no obligation, to monitor disputes between you and other Users.

Privacy. Use of the shouldi Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

Term. This Agreement shall remain in full force and effect while you use the shouldi Services or are a User. You may terminate your Usership at any time, for any reason, by following the instructions on the User's Account Settings page. shouldi may terminate your Usership at any time, without warning.

Disclaimers. shouldi is not responsible for any incorrect or inaccurate Content in connection with the shouldi Services, whether caused by Users of the shouldi Services or by any of the equipment or programming associated with or utilized in the shouldi Services. Public pages created and posted by Users on the shouldi Website may contain links to other websites. shouldi is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by shouldi. Inclusion of any linked website on the shouldi Services does not imply approval or endorsement of the linked website by shouldi. When you access these third-party sites, you do so at your own risk. shouldi takes no responsibility for third party advertisements which are posted through the shouldi Services, nor does it take any responsibility for the goods or services provided by its advertisers. shouldi is not responsible for the conduct, whether online or offline, of any User of the shouldi Services. shouldi assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication. shouldi is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the shouldi Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the shouldi Services. Under no circumstances shall shouldi be responsible for any loss or damage, including personal injury or death, resulting from use of the shouldi Services, attendance at a shouldi event, from any Content posted on or through the shouldi Services, or from the conduct of any Users of the shouldi Services, whether online or offline. The shouldi Services are provided "AS-IS" and as available and shouldi expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Shouldi cannot guarantee and does not promise any specific results from use of the Shouldi Services.

Limitation on Liability. IN NO EVENT SHALL SHOULDI 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 SHOULDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SHOULDI'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SHOULDI FOR THE SHOULDI SERVICES DURING THE TERM OF USERSHIP.

U.S. Export Controls. Software available in connection with the shouldi Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the shouldi Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

Disputes. If there is any dispute about or involving the shouldi Services, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of San Jose. Either shouldi or you may demand that any dispute between shouldi and you about or involving the shouldi Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in San Jose, California, USA, provided that the foregoing shall not prevent shouldi from seeking injunctive relief in a court of competent jurisdiction.

Indemnity. You agree to indemnify and hold shouldi, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the shouldi Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post through the shouldi Services causes shouldi to be liable to another.

Other. This Agreement is accepted upon your use of any of the shouldi Services and is further affirmed by you becoming a User. This Agreement constitutes the entire agreement between you and shouldi regarding the use of the shouldi Services. The failure of shoudli to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. shouldi is a trademark of shouldi LLC. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: Contact shouldi with any questions regarding this Agreement.

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