CITIZENGLOBAL - TERMS OF USE

Welcome to the CitizenGlobal platform which includes technologies that facilitate the storage, hosting, delivery and collaborative production of video content for content creators ("CG Service"). The CG Service is owned and operated by CitizenGlobal, Inc. ("CitizenGlobal"). The CG Service also includes the CitizenGlobal website, currently located at www.citizenglobal.com, and any successor sites ("CG Website"), including the CitizenGlobal software-as-a-service video production technology platform located thereon ("CG Platform"), and the CitizenGlobal mobile applications ("CG Mobile Apps"). The following Terms of Use (the "Terms") is a binding agreement between you, an individual or a single entity ("you") and CitizenGlobal ("we" or "us") regarding your use of the CG Service. The term "CG Service" as used herein with regards to specific grants of access to and your use of, or any specific grants of licenses or other rights by CitizenGlobal to, the CG Service shall hereby exclude all aspects of the CG Platform - grants of rights to the CG Platform are not included in these Terms.

BY ACCESSING OR USING THE CG SERVICE AND/OR BY CLICKING "I AGREE", YOU AGREE TO BE BOUND BY THESE TERMS OF USE. YOU HEREBY REPRESENT AND WARRANT TO CITIZENGLOBAL THAT YOU ARE AT LEAST 13 YEARS OF AGE OR AND OTHERWISE CAPABLE OF ENTERING INTO AND PERFORMING LEGAL AGREEMENTS, AND THAT YOU AGREE TO BE BOUND BY THIS TERMS OF USE. IF YOU USE THE CG SERVICE ON BEHALF OF A BUSINESS, YOU HEREBY REPRESENT TO CITIZENGLOBAL THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS AND YOUR ACCEPTANCE OF THESE TERMS OF USE WILL BE TREATED AS ACCEPTANCE BY THAT BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER TO THAT BUSINESS IN THIS TERMS OF USE.

When using the CG Service, you will be subject to any additional posted policies, guidelines or rules applicable to specific services and features which may be posted from time to time (the "Policies"). All such Policies are hereby incorporated by reference into these Terms. In the case of any inconsistency between these Terms and any other document that has been incorporated by reference herein, these Terms shall control.

CitizenGlobal reserves the right, at CitizenGlobal's discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the CG Website. Please check these Terms and any Policies periodically for changes. Your continued use of the CG Service after the posting of changes constitutes your binding acceptance of such changes. Except as stated elsewhere, such amended Terms will automatically be effective thirty (30) days after they are initially posted on the CG Service.

1. Registration

To participate in activities on the CG Service, including the act of submitting any of your video content, you must register for an account on the CG Website. Upon registration and the activation of your account you will be considered a contributing member of the CG Service with user permissions permitting you to upload video content ("Contributor"). You will be responsible for safeguarding your password. You are responsible for keeping your account information accurate and current. You agree to notify CitizenGlobal of any loss of your password or account identifiers and any unauthorized use of your password or account identifiers. You acknowledge and agree that CitizenGlobal will have no responsibility or liability, directly or indirectly, failure to deliver notices or payments that result from inaccurate account information.

2. Contributions

2.1 The CG Service permits Contributors to contribute, upload, submit, license and sell video content on the CG Service (collectively, "Contributions"). By submitting Contributions to CitizenGlobal, you hereby grant CitizenGlobal a worldwide, royalty-free, fully paid-up, sub-licensable, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your Contributions for purposes of indexing, hosting, storing, displaying and caching your Contributions on the CG Website. The license above includes, without limitation, a grant of rights to CitizenGlobal to use all or parts of your Contributions for promotional purposes on the CG Service. The above license granted by you to your Contributions terminates within a commercially reasonable time after you remove or delete your Contributions from the CG Website. You understand and agree, however, that CitizenGlobal may retain, but not display, distribute, or perform, server copies of your Contributions that have been removed or deleted.
You agree that you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize CitizenGlobal to use and distribute your Contributions as necessary to exercise the rights and licenses granted by you in this Agreement and in the manner contemplated by CitizenGlobal.

2.2 CitizenGlobal will permit you to select one or more distribution methods for your Contributions:

(I) Project Studios: CitizenGlobal makes the CG Platform available to organizations and individual producers of video content ("Producers"). Each Producer shall operate a portal containing a virtual studio on the CG Service ("Producer Studio"). Within each Producer Studio, Producers may create various film projects portals ("Producer Projects") and issue calls for certain video content to be submitted to its Producer Projects for purposes of using the Contributions to create original films.

A Producer may set terms for the submission of your Contributions to its Producer Project in an applicable Producer video content agreement to be provided by such Producer and agreed to by you. Producers may choose to pay for your Contributions. If you choose to submit Contributions for payment, CitizenGlobal may charge Producers a transaction fee. Under some circumstances Producers may seek ownership of your Contributions; in other circumstances, they may seek license rights. When you choose to designate Contributions for a particular Producer Project, you will be bound by the terms set by the Producer, so please review the terms of any Producer video content agreement closely prior to your submission of any video content to a Producer Project.

When you choose to designate Contributions for a particular Producer Project, if the Producer has not provided an agreement with its own terms, then you hereby grant to such Producer a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sub-licensable transferable license to use, copy, publicly display, publicly perform, digitally perform, syndicate, synchronize, edit, modify, transmit and prepare derivative works of your Contributions (in whole or in part) for purposes of producing and distributing video content for that particular Producer Project in any and all media (whether now existing or hereinafter devised) including but not limited to film, television, cable, mobile transmission and over the internet.

Please note that in the event that you do submit Contributions to a Producer Project in exchange for payment from a Producer, CitizenGlobal will collect such payment on your behalf and any payments due to you will be disbursed on a monthly basis, approximately thirty (30) days following the end of each calendar month. CitizenGlobal will not make a monthly disbursement of less than twenty ($20) dollars to you; funds will carry over to subsequent months until twenty ($20) dollars accrues.

(II) CitizenGlobal Projects: You may also designate your Contributions for use by CitizenGlobal in its own productions. If you choose to do so, the process by which you designate your Contributions to CitizenGlobal will be the same as that outlined above with CitizenGlobal being the Producer.

(III) The CitizenGlobal Marketplace: CitizenGlobal may make available a marketplace for listing your Contributions along side Contributions from other Contributors for sale by you to other organizations or individuals interested in using your Contributions in their own productions ("CitizenGlobal Marketplace"). If you choose to submit Contributions to the CitizenGlobal Marketplace, such Contributions will be subject to the terms of the CitizenGlobal Marketplace Policies.

(IV) Creative Commons: If you would like to make your Contributions generally available to third parties on other terms than those provided in this Agreement, the CG Service permits you to make Contributions available under a Creative Commons license. Creative Commons licenses offer ways for you to let others know what uses they can make of your Contributions and under what conditions. Creative Commons licenses may be customizable based on your preferences and are automatically generated through the use of a form available at http://creativecommons.org/. The form includes questions such as whether your work may be used only for non-commercial purposes and whether the work may be modified.

3. Fees and Services

We do charge fees for the sales of your Contributions in the CitizenGlobal Marketplace. You must have a PayPal account prior to listing Contributions in the CitizenGlobal Marketplace. If you do not have a PayPal account, please register for an account at www.paypal.com. When you list a Contribution in the CitizenGlobal Marketplace, you will have an opportunity to review and accept the fees that you will be charged upon a sale based on our Fees Schedule, which we may change from time to time. Changes to that schedule are effective after CitizenGlobal provides you with at least 14 days' notice by posting the changes on the CG Service. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the sites.

CitizenGlobal may implement other fee-based services on the CG Service. In the event that CitizenGlobal offers such additional services, you will have an opportunity to review the fees associated with the applicable services on our Fee Schedule.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with your use of the CG Service in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your account balance.)

4. Ownership of CG Service; Limited License

4.1 The technology, data and materials on the CG Service, except the Contributions, including, without limitation, the text, graphics, interactive features, logos, photos, audiovisual content, software, applications or downloadable materials, as well as the selection, organization, coordination, compilation and overall look and feel of the CG Service (collectively, the "Materials") are the owned intellectual property of CitizenGlobal, its licensors and its suppliers. The Materials are protected by copyright, trade dress, patent, trademark and other laws, international conventions and proprietary rights and all ownership rights to the Materials remain with CitizenGlobal, its licensors or its suppliers, as the case may be. All trademarks, service marks, and trade names are proprietary to CitizenGlobal or its affiliates and/or third party licensors. Except as expressly authorized by CitizenGlobal, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make use of the Materials. CitizenGlobal reserves all rights not expressly granted in and to the CG Service and the Materials.

4.2 Subject to your compliance with these Terms, CitizenGlobal hereby grants you a personal, limited, non-exclusive, non-transferable, freely revocable license to (i) view, use and access other Contributors' Contributions as made available on the CG Service at any given time, (ii) to view, use, and access any other content made available on the CG Service; and (iii) to participate in any other programs, services, or features of the CG Service currently made available by CitizenGlobal.

5. Prohibited Uses

YOU HEREBY REPRESENT AND WARRANT THAT YOU WILL NOT:
(I) DO ANYTHING IN CONNECTION WITH THE CG SERVICE THAT VIOLATES ANY LAW, REGULATION, TREATY OR THIRD PARTY RIGHT;
(II) PUBLISH FALSEHOODS OR MISREPRESENTATIONS THAT COULD DAMAGE CITIZENGLOBAL OR ANY THIRD PARTY;
(III) SUBMIT OR CREATE ANY CONTRIBUTIONS THAT ARE UNLAWFUL, OBSCENE, DEFAMATORY, LIBELOUS, THREATENING, PORNOGRAPHIC, VULGAR, HARASSING, HATEFUL, RACIALLY, OR ENCOURAGES CONDUCT THAT WOULD BE CONSIDERED A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY, VIOLATE ANY LAW, OR, IN CITIZENGLOBAL'S SOLE DISCRETION, IS OTHERWISE INAPPROPRIATE;
(IV) IMPERSONATE ANOTHER PERSON OR ENTITY, OR ACCESS THE CG SERVICE ACCOUNTS OF OTHERS WITHOUT PERMISSION, OR MISREPRESENT THE SOURCE, IDENTITY, OR CONTENT OF INFORMATION TRANSMITTED VIA THE CG SERVICE;
(V) CIRCUMVENT OR MANIPULATE OUR FEE STRUCTURE, THE BILLING PROCESS, OR FEES OWED TO CITIZENGLOBAL;
(VI) USE THE CG SERVICE FOR ANY PURPOSE OTHER THAN TO ACCESS THE CG SERVICE AS SUCH SERVICES ARE OFFERED BY CITIZENGLOBAL;
(VII) CIRCUMVENT, DISABLE OR OTHERWISE INTERFERE WITH SECURITY-RELATED FEATURES OF THE CG SERVICE OR FEATURES THAT PREVENT, LIMIT OR RESTRICT USE OR COPYING OF ANY MATERIALS OR ANOTHER CONTRIBUTOR'S CONTRIBUTIONS;
(VIII) RENT, LEASE, LOAN, SELL, RESELL, SUBLICENSE, DISTRIBUTE OR OTHERWISE TRANSFER THE LICENSES GRANTED TO YOU;
(IX) DELETE INDICATIONS OR NOTICES REGARDING THE COPYRIGHT OR OTHER PROPRIETARY RIGHTS ON THE CG SERVICE OR ANY THIRD PARTY CONTENT;
(X) MAKE UNSOLICITED OFFERS, ADVERTISEMENTS, PROPOSALS, OR SEND JUNK MAIL OR SPAM TO OTHER CONTRIBUTORS. THIS INCLUDES, BUT IS NOT LIMITED TO, UNSOLICITED ADVERTISING, PROMOTIONAL MATERIALS, OR OTHER SOLICITATION MATERIAL, BULK MAILING OF COMMERCIAL ADVERTISING, CHAIN MAIL, INFORMATIONAL ANNOUNCEMENTS, CHARITY REQUESTS, AND PETITIONS FOR SIGNATURES;
(XI) USE THE CG SERVICE FOR ANY ILLEGAL PURPOSE, OR IN VIOLATION OF ANY LOCAL, STATE, NATIONAL, OR INTERNATIONAL LAW, INCLUDING, WITHOUT LIMITATION, LAWS GOVERNING INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS, AND DATA PROTECTION AND PRIVACY;
(XII) DEFAME, HARASS, ABUSE, THREATEN OR DEFRAUD CONTRIBUTORS, OR COLLECT, OR ATTEMPT TO COLLECT, PERSONAL INFORMATION ABOUT CONTRIBUTORS OR THIRD PARTIES WITHOUT THEIR CONSENT;
(XIII) REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWISE ATTEMPT TO DISCOVER THE SOURCE CODE OF THE CG SERVICE OR ANY PART THEREOF, EXCEPT AND ONLY TO THE EXTENT THAT SUCH ACTIVITY IS EXPRESSLY PERMITTED BY APPLICABLE LAW NOTWITHSTANDING THIS LIMITATION;
(XIV) INTENTIONALLY INTERFERE WITH OR DAMAGE OPERATION OF THE CG SERVICE OR ANY CONTRIBUTOR'S ENJOYMENT OF THEM, BY ANY MEANS, INCLUDING UPLOADING OR OTHERWISE DISSEMINATING VIRUSES OR OTHER MALICIOUS CODE; AND
(XV) TAKE ANY ACTION THAT IMPOSES OR MAY IMPOSE (IN CITIZENGLOBAL'S SOLE DISCRETION) AN UNREASONABLE OR DISPROPORTIONATELY LARGE LOAD ON CITIZENGLOBAL'S INFRASTRUCTURE.

6. CG Mobile Applications

CitizenGlobal provides certain CG Service functionality and interoperability on mobile platform - the CG Mobile Apps. Your use of the CG Mobile Apps shall be subject to the terms and conditions of this Terms of Use (including this Section 6), and the end user license agreement ("EULA") accompanying your download and install of the CG Mobile Apps. Please be aware that in addition to any applicable CitizenGlobal fees and charges, your carrier's normal rates and fees, such as text messaging fees and data transfer, will still apply.

7. Termination; Terms of Use Violations

7.1 CitizenGlobal.
You agree that CitizenGlobal may, and without penalty, suspend or terminate any account (or any part thereof) you may have on the CG Service and remove and discard all or any part of your account, Contributor profile, and any Contributions, at any time. CitizenGlobal may also in its sole discretion and at any time discontinue providing access to the CG Service, or any part thereof (including without limitation all Materials), with or without notice. You agree that any termination or suspension of your access to the CG Service or any account you may have or portion thereof may be effected without prior notice, and you agree that CitizenGlobal will not be liable to you or any third party for any such termination. As discussed herein, CitizenGlobal does not permit copyright infringing activities on the CG Service, and shall be permitted to terminate access to the CG Service, and remove any Contributions or other video content submitted by any Contributors who are found to be repeat infringers.

7.2 You.
Your only remedy with respect to any dissatisfaction with (i) the CG Service, (ii) any term of these Terms of Use, (iii) any policy or practice of CitizenGlobal in operating the CG Service, or (iv) any content or information transmitted through the CG Service, is to terminate this Terms of Use and your account. You may terminate this Terms of Use at any time by discontinuing use of any and all parts of the CG Service and providing CitizenGlobal written notice at the postal or email address in Section 19, below. For clarity, no fees payable by you hereunder are refundable upon termination of this Terms of Use by you.

7.3 Survival.
Upon termination or expiration of these Terms, Sections 1, 4-5, 7-8, and 10-19 shall survive.

8. Copyright Infringement Notification

8.1 If you are a copyright owner or an agent thereof (the "Copyright Owner") and believe that any content on the CG Service infringes your copyrights, you may submit a notification pursuant to Title 17, United States Code, Section 512(c)(3), the Digital Millennium Copyright Act ("DMCA"). This notification of claimed infringement must be a written communication provided to the designated agent of CitizenGlobal that includes the following information:

(i) A physical or electronic signature of a person authorized to act on behalf of the Copyright Owner of an exclusive right that is allegedly infringed.
(ii) 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.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CitizenGlobal to locate the material.
(iv) Information reasonably sufficient to permit CitizenGlobal to contact the Copyright Owner, such as an address, telephone number, and, if available, an electronic mail address at which the Copyright Owner may be contacted.
(v) A statement that the Copyright Owner has a good faith belief that use of the material in the manner complained of is not authorized by the Copyright Owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the Copyright Owner of an exclusive right that is allegedly infringed.

8.2 CitizenGlobal's registered designated copyright agent to receive notifications of claimed infringement is: as follow:
Steven Starr, Copyright Agent
CitizenGlobal, Inc.
608 Hampton Dr.
Venice, CA 90291
copyright@citizenglobal.com


8.3 Only DMCA notices should go to the designated copyright agent; any other comments, requests, or other communications should be directed to CitizenGlobal customer service at CitizenGlobal, Inc., Customer Service, 608 Hampton Dr., Venice, CA, 90291. Under applicable law, any notification of claimed infringement that does not comply with the DMCA's requirements is invalid.

8.4 If you receive notice from CitizenGlobal that your content has been taken down pursuant to a notification of alleged infringement and believe that this takedown is improper or incorrect, you may provide CitizenGlobal with a counter notification. To be valid, a counter notification must be a written communication provided to CitizenGlobal's designated agent as mentioned in section 8.2 that includes substantially the following:
(i) Your physical or electronic signature.
(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
(iii) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
(iv) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, the jurisdiction of the Federal District Court for the Southern District of New York, and that you will accept service of process from the Copyright Owner who provided notification as mentioned in section 8.1 or an agent of such person.

8.5 CitizenGlobal reserves the right to terminate without notice any Contributor's access to the CG Service if that Contributor is determined by CitizenGlobal to be a "repeat infringer." In addition, CitizenGlobal accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

9. Third Party Websites

The CG Service may contain links to websites or services operated by other people or companies, (collectively "Third-party Services"). Third Party Services may have their own terms or use and privacy policy or no terms of use or privacy policy at all. CitizenGlobal does not endorse any such Third-party Services or the information, materials, products, or services contained on or accessible through Third-party Services. Your access, and use, of Third-party Services, including the information, materials, products, and services on or available through Third-party Services is solely at your own risk.

10. Privacy Policy

CitizenGlobal is committed to protecting the privacy of Contributors on the CG Service. For information regarding how CitizenGlobal collects, uses and discloses your personal information, please see the CitizenGlobal Privacy Policy.

11. Disclaimer

CONTENT ON THE CG SERVICE, INCLUDING WITHOUT LIMITATION, MATERIALS, AND CONTRIBUTIONS, ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY.
CITIZENGLOBAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE CG SERVICE AND DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CITIZENGLOBAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE CG SERVICE, OR ANY PART THEREOF; (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE CG SERVICE; (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA ON THE CG SERVICE; AND (VI) OTHER WARRANTIES RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS OF CITIZENGLOBAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SUPPLIERS .

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CITIZENGLOBAL OR THROUGH THE CG SERVICE WILL CREATE ANY WARRANTY. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE CG SERVICE OR ANY THIRD-PARTY SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CITIZENGLOBAL'S, AND ITS OFFICERS', DIRECTORS', EMPLOYEES', AFFILIATES', AGENTS', LICENSORS', AND SUPPLIERS' LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Limitation of Liability

IN NO EVENT WILL CITIZENGLOBAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS CG SERVICE BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY SPECIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF: (I) THIS CG SERVICE, YOUR ACCESS, USE OR INABILITY TO USE THIS CG SERVICE; (II) ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE (INCLUDING LOSS PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE CG SERVICE); (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE CG SERVICE, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL IDENTIFIABLE INFORMATION STORED THEREIN, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE CG SERVICE BY ANY THIRD PARTY.

IN NO EVENT WILL CITIZENGLOBAL OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE CG SERVICE OR YOUR INTERACTION WITH OTHER CG SERVICE CONTRIBUTORS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED (I) THE AMOUNT PAID BY YOU, IF ANY, TO CITIZENGLOBAL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM AND (II) ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF CITIZENGLOBAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, CITIZENGLOBAL'S, ITS OFFICERS', DIRECTORS', EMPLOYEES', AFFILIATES', AGENTS', LICENSORS' AND SUPPLIERS' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

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."

13. Indemnification

You agree to indemnify, defend and hold harmless CitizenGlobal, its officers, directors, employees, affiliates, agents, licensors, suppliers, successors, assigns, and their past and present officers, directors and employees, representatives and agents from and against any losses, claims, damages, liabilities, including legal fees and expenses, arising out of: (i) any claim due to or arising out of your violation of these Terms of Use, including but not limited to a claim arising out of a breach of your representations or warranties made hereunder; (ii) your use or misuse of or access to the CG Service; and (iii) any claim that you or your Contributions caused damage to a third party.

CitizenGlobal reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify CitizenGlobal, and you agree to cooperate with CitizenGlobal's defense of these claims.

14. Release for Disputes Between Users of CG Service

CitizenGlobal does not control the actions of Contributors or Producers. If you have a dispute with one or more Contributors or Producers, you hereby release CitizenGlobal (and CitizenGlobal's officers, directors, agents, subsidiaries, joint ventures and employees) 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 such disputes.

15. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CitizenGlobal without restriction to an entity that succeeds to all or substantially all of the business or assets to which these Terms relate.

16. Waiver and Severability

The failure to require performance of any provision shall not affect CitizenGlobal's right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of these Terms is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.

17. Notice

CitizenGlobal may provide you with notices, including those regarding changes to CitizenGlobal's terms and conditions, by email, regular mail or postings on the CG Service. Notice will be deemed given twenty-four hours after email is sent, unless CitizenGlobal is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the CG Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the CG Service is deemed given 30 days following the initial posting.

18. Choice of Law and Forum

These Terms of Use shall be governed and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. Any dispute arising out of or relating to these Terms of Use or your access or use of the CG Service will be subject to the exclusive jurisdiction of the state and federal courts located within Santa Clara County in the State of California, and you hereby submit to the personal jurisdiction of such courts. YOU AND CITIZENGLOBAL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CG WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

19. Miscellaneous.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof. This is the entire agreement between you and CitizenGlobal relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by CitizenGlobal as set forth above. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. The parties specifically disavow any desire or intention to created a "third party" beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof. The services are offered by CitizenGlobal, Inc., located at 608 Hampton Dr., Venice, CA, 90291 and email: feedback@citizenglobal.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

Last Modified: September 23, 2009

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