SIDE ARTS, LLC WEBSITE TERMS OF USE

1. Preamble

1.1. Welcome, we are glad that you decided to visit or join our community. Please take the time to read and understand this document, which contains important legal information pertaining to your relationship with Side Arts, LLC, a Pennsylvania Limited Liability Company with the following mailing address: 931 South 10th Street, #2, Philadelphia, PA 19147 (“Side Arts”). You should print out a copy of this document for your records.

2. Definitions

2.1. “Materials” includes, but is not limited to, all information, documents, communications, files, text, graphics, software and products available through the Site, whether any of the foregoing was posted by Side Arts or third parties.

2.2. “Nonpaying Member” means any User who receives Services and/or Materials from Side Arts, beyond that which is available to Visitors, for no fee.

2.3. “Paying Member” means any User who pays Side Arts for, without limitation, any of the following: (i) access to Materials and/or Services through the Site, (ii) the right to post Materials and/or Services to the Site, (iii) a combination of any of (i) and (ii), and/or (iv) any other tangible or intangible goods or services provided to such person by Side Arts.

2.4. “Services” includes, but is not limited to, all services provided by Side Arts and third parties through the Site.

2.5. “Site” means the website that Side Arts makes available for your use, which use is governed by this Agreement.

2.6. “Terms of Use” means the latest version of this document, which is effective when Side Arts posts it. Since you are on constructive notice the moment Side Arts posts a revised version of this document to the Site, and you are deemed to have given your assent to the latest terms and conditions contained in such revised version the moment you access the Site in any manner after Side Arts posts it, you should frequently check to see if a new version has been posted. This document was last revised May 17, 2009

2.7. “User” means any person who accesses the Site for any amount of time and for any reason. The term “User” includes “Paying Members,” “Nonpaying Members,” and “Visitors,” as these terms are defined in this section.

2.8. “Visitor” means any User who accesses the Site in any capacity who is not a Paying Member or a Nonpaying Member.

3. Your relationship with Side Arts, LLC

3.1. Side Arts makes the Site, including the Materials and the Services, available for your use subject to the Terms of Use, as this document is revised and posted by Side Arts from time to time, in Side Art’s sole discretion.

3.2. All Users, whether Paying Members, Nonpaying Members or Visitors, agree to be bound by the Terms of Use by either (i) affirmatively agreeing to the Terms of Use by clicking or otherwise signaling their assent according to applicable law, or (ii) by accessing the Site in any manner.

3.3. Side Arts reserves the right, in its sole and absolute discretion, to modify, alter, add to, or delete (in whole or in part) the terms in the Terms of Use. As noted above, the latest version of the Terms of Use are effective when Side Arts posts them to the Site. You should check the Site frequently to make sure that you have read and understood the then-current version of the Terms of Use.

3.4. You are only authorized to use the Site if you agree to abide by all applicable laws along with the Terms of Use. If you do not intend to be bound by the Terms of Use and to follow all applicable laws, you must leave the Site and discontinue all activities associated with your use of the Site and any of the associated Materials and/or Services immediately.

4. Duration of agreement

4.1. The Terms of Use shall remain in full force and effect during any and all times you access the Site. In addition, the Terms of Use continue to govern your conduct while you use any Materials, Services, or anything else you have accessed from the Site.

4.2. You may terminate your use of the Site at any time, for any reason or no reason at all. Paying Members and Nonpaying Members must immediately notify Side Arts in writing in order to effectively terminate their relationship with Side Arts. Visitors may terminate their relationship with Side Arts by navigating away from the Site.

4.3. Paying Members, in order to be entitled to a refund of any paid for but unused fees on termination, must notify Side Arts at least 30 days in advance. Refunds will only be issued for whole months of unused services in the event that a Paying Member unilaterally terminates pursuant to this provision.

4.4. If there is any conflict between a provision in the Terms of Use and another express written agreement governing the relationship between Side Arts and a particular User, the terms of the written agreement shall control.

4.5. The Terms of Use will continue to govern any former User’s use of Materials, Services and/or any other information downloaded from the Site and will survive termination indefinitely.

4.6. Side Arts reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site, the Materials and/or the Services, with or without notice. You agree that except as otherwise expressly provided herein with respect to refund of fees paid to Side Arts, Side Arts shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site, the Materials, and/or the Services. Side Arts may, in its sole discretion, stop providing any or all User(s) access to the Site, the Materials, and/or the Services, either in whole or in part, and for any or no reason or no reason at all. Nonpaying Members and Visitors understand and agree that Side Arts, by providing access to the Site, the Materials and the Services, is not making a promise to provide anything of the same or a similar nature in the future.

4.7. If Side Arts discontinues providing Paying Members access to the Site for no reason, then Side Arts will refund to such Paying Members any prepaid portion of membership fees (including any unearned pro rata monthly fees) paid to Side Arts by a Paying Member pursuant to any monthly maintenance agreement. If Side Arts terminates a Paying Member’s use of the Site due to your breach of any of the Terms of Use, or for noncompliance with any applicable law, such breaching or unlawful act shall automatically terminate any such Paying Member’s entitlement to a refund of any unearned membership fees.

5. Posting materials and services to the site

5.1. You are solely responsible for the Materials you upload, publish or display on or through the Site, or transmit to or share with other users and/or the Services you provide or advertise through the Site.

5.2. You may not post, transmit, or share Materials and/or Services on the Site that you did not create or that you do not have permission to post and/or which violate any copyright or any other applicable law.

5.3. You understand and agree that Side Arts may, but is not obligated to, review the Site and may delete or remove (without notice) any Materials and/or Services that, in its sole discretion, may be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others.

5.4. You are solely responsible at your sole cost and expense for creating backup copies and replacing any Materials and/or Services you post or store on the Site or provide to Side Arts.

5.5. When you post Materials and/or Services to the Site, you authorize and direct Side Arts to make any copies that, in our discretion, we determine are necessary to facilitate the posting and storage of such Materials and/or Services on the Site.

5.6. By posting Materials and/or Services to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Side Arts an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Material and/or Services for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Material and/or Services, and to grant and authorize sublicenses of the foregoing.

5.7. You may remove any Materials and/or Services which you have posted from the Site at any time. If you choose to remove such Materials and/or Services, the license granted above to Side Arts will automatically expire, however you acknowledge that Side Arts may retain archived copies of such Materials and/or Services.

5.8. Side Arts does not assert any ownership over any Materials and/or Services that you post to the Site; rather, as between us and you, subject to the rights granted to us in these Terms of Use, you retain full ownership of all of the Materials and/or Services that you post to the Site and any intellectual property rights or other proprietary rights associated with the same.

6. Rights of users

6.1. You are solely responsible for your interactions with other Users. Side Arts reserves the right, but has no obligation, to monitor disputes between Users.

6.2. You understand that by using the Site, you may encounter content that you or others find is offensive, indecent, or objectionable, which content may or may not be identified as having explicit subject matter. Side Arts shall not have any liability to you with respect to any content that you or others find offensive, indecent, or objectionable. You agree to use the Site at your own risk.

6.3. The Site may include various forums, blogs and chat rooms where Users can post their observations and comments. Side Arts cannot guarantee that other Users will not use anything that you share in any of these places. Therefore, if you have anything that you would like to keep confidential and/or do not want others to use, do not post it on the Site. Side Arts is not responsible for any User’s misuse or misappropriation of anything you post in any forums, blogs, and/or chat rooms supported by the Site.

7. Protecting copyright and other intellectual property

7.1. Side Arts respects the intellectual property of others, and requires that all Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Side Arts reserves the right, at its discretion, to permanently exclude any User who may be infringing upon the intellectual property rights of others from accessing the Site, the Materials and/or the Services.

7.2. Anyone who believes that their work has been copied and posted on or through the Site in a way that constitutes copyright infringement and/or violation of any other applicable intellectual property law should send Side Arts a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) 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; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature.

8. EXCLUSION OF WARRANTIES

8.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE “SITE,” THE “MATERIALS,” AND THE “SERVICES” IS AT YOUR SOLE RISK AND THAT ALL OF THE FOREGOING ARE PROVIDED “AS IS” AND “AS AVAILABLE.” “SIDE ARTS” EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

8.2. “SIDE ARTS,” ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO REPRESENTION OR WARRANTY TO YOU THAT: (1) YOUR USE OF THE “SITE,” THE “MATERIALS,” AND/OR THE “SERVICES” WILL MEET YOUR REQUIREMENTS, (2) YOUR USE OF THE “SITE,” THE “MATERIALS,” AND/OR THE “SERVICES” WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (3) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE “SITE,” THE “MATERIALS,” AND/OR THE “SERVICES” WILL BE ACCURATE OR RELIABLE, AND (4) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE “SITE,” THE “MATERIALS,” AND/OR THE “SERVICES” WILL BE CORRECTED.

8.3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE “SITE,” THE “MATERIALS,” AND/OR THE “SERVICES” IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH “MATERIAL” AND/OR “SERVICE.”

8.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM “SIDE ARTS” OR THROUGH OR FROM THE “SITE,” THE “MATERIALS,” AND/OR THE “SERVICES” SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE “TERMS OF USE.”

9. LIMITATION OF LIABILITY

9.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT “SIDE ARTS,” ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTIAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL OR BUSINESS REPUTATION, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM ANY MATTER RELATING TO THE “SITE”, THE “MATERIALS” AND/OR THE “SERVICE” INCLUDING BUT NOT LIMITED TO (I) USE OR INABILITY TO USE THE “SITE”, “MATERIALS” AND/OR THE “SERVICES”; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE “SITE” OR THE “SERVICES”; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE “SITE,” THE “MATERIALS,” AND/OR THE “SERVICES,”; (IV) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE “SITE,” THE “MATERIALS,” AND/OR THE “SERVICES,” (V) ANY CHANGES WHICH “SIDE ARTS” MAY MAKE TO THE “SITE,” THE “MATERIALS,” AND/OR THE “SERVICES” OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF ANY OF THE FOREGOING (OR ANY FEATURES WITHIN ANY OF THE FOREGOING), (VI) YOUR FAILURE TO PROVIDE “SIDE ARTS” WITH ACCURATE ACCOUNT INFORMATION, AND (V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

9.2. THE LIMITATIONS ON “SIDE ART’S” LIABILITY TO YOU DESCRIBED IN THE PARAGRAPH ABOVE SHALL APPLY WHETHER OR NOT “SIDE ARTS” HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

9.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF SECTIONS 8 AND 9 MAY NOT APPLY TO YOU.

10. No liability for actions of third parties

10.1. Materials and Services posted to the Site by Users may contain links to other websites. Side Arts is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Side Arts.

10.2. Inclusion of any linked website on or through the Site does not imply approval or endorsement of the linked website by Side Arts. When you access these third party sites, you do so at your own risk. Side Arts is not responsible for third party advertisements and/or applications that are posted on or through the Site, nor does it take any responsibility for the goods or services provided by its advertisers.

10.3. Side Arts is not responsible for the online or offline conduct of any User.

10.4. Side Arts 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.

10.5. Side Arts 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 Site, the Materials or the Services, including any injury or damage to Users or to any User’s or other person’s computer related to or resulting from participation or downloading data, information, or anything similar to each of the foregoing in connection with any of the foregoing.

10.6. Under no circumstances shall Side Arts be responsible for any loss or damage, including personal injury or death, resulting from use of the Site, Materials and/or Services, attendance at a Side Arts event, from any Material and/or Service posted by a User to the Site, or from the conduct of any User, whether online or offline.

10.7. Side Arts cannot guarantee and does not promise any specific results from use of the Site, Materials and/or Services.

11. Indemnity

11.1. You agree to indemnify and hold Side Arts, 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 Site, the Materials and/or the Services in violation of the Terms of Use and/or arising from a breach of the Terms of Use and/or any breach of your representations and warranties set forth in the Terms of Use and/or any Material and/or Service that you post on or through the Site.

12. Miscellaneous

12.1. These Terms of Use shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors, and assigns and shall be governed by and construed in accordance with the laws of the State of Pennsylvania without regard to its choice of law provisions. You and Side Arts agree to submit to the exclusive jurisdiction of the courts located within the county of Philadelphia, Pennsylvania to resolve any legal matter arising from the Terms of Use. Notwithstanding this, you agree that Side Arts shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

12.2. Whenever the context requires, references in these Terms of Use to the singular number shall include the plural, the words denoting gender shall include the masculine, feminine and neuter.

12.3. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of these Terms of Use shall not prevent a subsequent act, that would have originally constituted a violation, from having the effect of an original violation.

12.4. The rights and remedies provided by these Terms of Use are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise.

12.5. If any provision of these Terms of Use or its application to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and its application shall not be affected and shall be enforceable to the fullest extent permitted by law.

12.6. The Terms of Use constitute the entire agreement pertaining to the subject matter covered by the Terms of Use and supersedes all earlier agreements and understandings, whether written or oral.

12.7. Side Arts, LLC recognizes the privacy interests of children and we encourage parents and guardians to take an active role in their children’s online activities and interests. This Site is not intended for children under the age of 13; any user under the age of 13 must cease using the Site. Side Arts, LLC does not target its services or this Site to children under 13. Side Arts, LLC does not knowingly collect personally identifiable information from children under the age of 13.