Any changes Vindigo makes to this Agreement will be effective immediately upon notice, which Vindigo may provide by means including, without limitation, posting on the Site or via electronic mail. Your use of the Site after such notice will be deemed acceptance of such changes. Be sure to review this Agreement periodically to ensure familiarity with the most current version. Upon Vindigo's request, you agree to execute a non-electronic version of this Agreement.

USER REGISTRATION, PASSWORD, AND SECURITY

The service offered by Vindigo on the Site provides a user with the capability to download or access content provided by Vindigo and its partners through the user's compatible mobile or handheld devices (the "Service").

To use the Service, you must complete the registration process. As part of this registration process, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the relevant forms of instructions; (b) maintain and update your information to keep it accurate, current, and complete; and (c) notify Vindigo immediately of any unauthorized use of your account or any other breach of security. If any information provided by you during the registration process is untrue, inaccurate, not current, or incomplete, Vindigo may terminate your account and refuse any and all current or future use of the Site and the Service. In the event of any termination by Vindigo pursuant to this paragraph, you will not be entitled to any refund of pre-paid Service subscription fees.

As part of the registration process, you will be required to select a password and username (or other applicable account designation). Vindigo may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by Vindigo in Vindigo's sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your account with Vindigo is no longer secure, you must immediately notify Vindigo of the problem by emailing Vindigo at support@vindigo.com, and you must request that your password be changed. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" OR OTHER APPROPRIATE ASSENT BUTTON, YOU ARE STATING THAT YOU ARE AT LEAST 18 YEARS OF AGE AND THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS WELL AS THOSE OF THE END USER LICENSE AGREEMENT GOVERNING USE OF THE SERVICE (THE "LICENSE AGREEMENT").

PRIVACY

It is the policy of Vindigo to respect the privacy of users of the Service and the Site. Please refer to Vindigo's Privacy Policy for more information.

You agree that Vindigo may access and disclose any information, including without limitation user names and other information, if Vindigo believes in good faith that such action is reasonably necessary to comply with applicable laws and lawful government requests, to operate its systems properly, to protect itself, its users, or others, or to enforce this Agreement or the License Agreement. In addition, please be aware that due to the nature of the Internet and other factors, privacy in or the security of your communications cannot be guaranteed, and you should bear this in mind when deciding whether to transmit confidential information or any other information via the Site or through use of the Service.

You hereby agree that any information you provide on or via the Site or through use of the Service may be transferred to Vindigo's affiliates whether or not located in the United States (in all cases, including transfer to any successor to or assignee of all or a substantial portion of the business or assets of Vindigo or an affiliate of Vindigo), as may be reasonably required for, or in connection with, the providing services to you.

CODE OF CONDUCT

You agree to abide by all applicable local, state, national, and international laws, rules and regulations while using the Site and the Service.

While using the Site and/or the Service, you agree not to:

Vindigo encourages you to bring violations of this Agreement to Vindigo's attention, although no action is guaranteed based on such information.

SUBMISSIONS

Please note that, because the Site and/or the Service may allow you to contribute materials (including ratings and reviews) and thereby enable Vindigo to redistribute materials you contribute, Vindigo requires certain rights in those materials. By sending or transmitting to Vindigo any reviews, ratings, creative suggestions, ideas, notes, concepts, information, or any other such materials (collectively, "Materials"), you grant Vindigo and Vindigo's designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale, import and otherwise use such Materials in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you or any other provider of the Materials. None of the Materials shall be subject to any obligation, whether of confidentiality, attribution, payment or otherwise, on Vindigo's part, and Vindigo shall not be liable for any use or disclosure of any Materials.

TERM; TERMINATION

This Agreement shall remain effective until terminated in accordance with its provisions. Either party may terminate this Agreement immediately upon notice to the other party. In addition, Vindigo shall have the right to terminate your account immediately in the event of any misuse of the Site, the Service, any breach of this Agreement, or any breach of the License Agreement and/or any terms and conditions of subscription to the Service that may be required by third-parties processing subscription fees on behalf of Vindigo (the "Third Party Subscription Terms"). In addition, Vindigo reserves the right to immediately terminate this Agreement, and/or your access to and use of the Site or any portion thereof, at any time for cause. Upon termination of this Agreement by either party, your right to use the Site shall immediately cease.

NO RESALE OF SERVICE

You agree not to resell the Service or use of or access to the Site and/or the Service.

INDEMNIFICATION

You agree to indemnify, defend and hold Vindigo and its parents, subsidiaries, affiliates, suppliers and licensors (including their respective licensors, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents and representatives of each of them) free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney's fees, arising out of or in connection with (a) your breach of this Agreement, including without limitation any violation of the Code of Conduct above; (b) any allegation that any Materials that you transmit or provide to Vindigo, or information you transmit to or through the Site, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your use of or conduct on the Site. Vindigo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.

VINDIGO'S PROPRIETARY RIGHTS

The Site is owned and operated by Vindigo in conjunction with others pursuant to contractual arrangements. You acknowledge and agree that, as between you and Vindigo, all content, including but not limited to text, software, graphics, video, page layout, and design or other material displayed or provided by the Site or Service is protected by Vindigo's (or its licensors') copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Vindigo in writing, you agree not to modify, copy, reproduce, republish, upload, post, transmit, sell, or distribute in any way content available on or through the Site. "Vindigo.com," the Vindigo logo, and "Vindigo" are trademarks and/or service marks of Vindigo, Inc. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. The following copyright notice apply to certain content and services and shall not be altered, removed or deleted: ©1999 - 2002 Vindigo, Inc. All Rights Reserved.

EXTERNAL LINKS

The Site may contain links to other Internet sites and resources (such sites and resources, "Other Resources"). Vindigo is not responsible for the availability or accuracy of Other Resources or their contents, and Vindigo does not endorse (and cannot and is not responsible for) any of the contents, advertising, products, services or other materials provided by such Other Resources. You acknowledge and agree that under no circumstances shall Vindigo be held responsible or liable, directly or indirectly, for the legality, accuracy, availability or inappropriate nature of or any other claim, demand or action relating to any content, advertising, products, services or materials located on or through any Other Resource, nor for any liability, loss or damages caused or alleged to have been caused by use of or reliance on any content, advertising, products, services or materials available on or through such Other Resource. Any concerns regarding any external link should be directed to its respective Web site administrator or Webmaster.

JURISDICTIONAL ISSUES

The Site is solely directed to individuals residing in the United States, Canada and England. Vindigo makes no representation that materials provided on or by the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Vindigo reserves the right to limit the availability of the Site and/or the provision of any service, program or other product described or available thereon to any person, geographic area, or jurisdiction, at any time and in Vindigo's sole discretion, and to limit the quantities of any such service, program or other product that Vindigo provides.

DISCLAIMER OF WARRANTIES

THE SITE AND THE MATERIAL ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VINDIGO AND ITS AFFILIATES, SUPPLIERS, LICENSORS, ADVERTISERS, SPONSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you.

VINDIGO AND ITS AFFILIATES, SUPPLIERS, LICENSORS, ADVERTISERS, SPONSORS AND AGENTS MAKE NO REPRESENTATION OR WARRANTY THAT (A) THE SITE WILL MEET YOUR REQUIREMENTS, (B) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF VINDIGO OR ITS AFFILIATES, SUPPLIERS, LICENSORS, AGENTS, SITE USERS OR VISITORS, WHETHER MADE ON THE SITE OR THE SERVICE, OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY MATERIALS ON THE SITE ARE ENTIRELY AT YOUR OWN RISK.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL VINDIGO, ITS AFFILIATES, SUPPLIERS, ADVERTISERS, SPONSORS OR AGENTS BE RESPONSIBLE OR LIABLE TO YOU FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (WHETHER ARISING UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY), ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE (INCLUDING WITHOUT LIMITATION ANY CONTENT CONTAINED ON THE SITE) OR ANY PRODUCT OR SERVICE PURCHASED THROUGH OR PROVIDED BY THE SITE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF VINDIGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU SPECIFICALLY AGREE THAT VINDIGO, ITS AFFILIATES, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS ARE NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU FURTHER AGREE THAT VINDIGO IS NOT RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM VINDIGO'S DELETION OF ANY CONTENT FROM THE SITE, FROM NETWORK OR SYSTEM OUTAGES, FROM FILE CORRUPTION, OR ANY OTHER REASON. IF YOU ARE DISSATISFIED WITH THE SITE OR THE CONTENT AVAILABLE ON OR THROUGH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO VINDIGO, ITS AFFILIATES, SUPPLIERS, LICENSORS, ADVERTISERS, SPONSORS AND AGENTS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE) SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE AND/OR THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, CONDITIONS, AND/OR LIABILITY FOR SOME TYPES OF DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

CLAIMS OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Vindigo infringe your copyright, you (or your agent) may send Vindigo a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Vindigo to locate the material on the Site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party 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; and (f) 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 owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Vindigo a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to Vindigo, Inc., ATTN: Legal Department, 500 7th Ave. - Floor 17A, New York, NY 10001. Vindigo suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

MISCELLANEOUS

This Agreement constitutes the complete and exclusive agreement between Vindigo and you with respect to your use of the Site, and supersedes all prior oral or written understandings, communications, or agreements not specifically incorporated herein. Notwithstanding the foregoing, to the extent that you use the Service, you also agree to be bound by the License Agreement and any applicable Third Party Subscription Terms, and that the License Agreement and such Third Party Subscription Terms govern your use of the Service and the software and other related materials, as described therein. This Agreement and the relationship between you and Vindigo shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law provisions. You agree to personal jurisdiction by the federal and state courts located in the County of New York, located in New York City, New York, United States of America, and hereby irrevocably waive any jurisdictional, venue, or inconvenient forum objections to such courts.

The failure of Vindigo to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement is not assignable, transferable or sublicensable by you except with Vindigo's prior written consent. Any assignment in derogation of the foregoing shall be null and void.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or to this Agreement must be commenced within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in this Agreement are for convenience only and have no legal or contractual effect or significance.

LANGUAGE

It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. C'est la volenté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.