The Service (1) gives individual persons ("Members") that open an account ("Member Account") with SOUTHfellini, llc ("Company") (hereinafter, individuals that simply browse the Website ("Visitors") and "Members" shall be collectively referred to as "End User(s)") the ability: (a) to view (i) rich media information about comic books not otherwise available for viewing on the Website and location of area retailers with comic book availability and other information offered by the Service, and (ii) profiles of other Members; and (b) to create pull lists of comic books for area retailers using the Website or downloadable software ("Software"), in accordance with the terms of the end user license agreement ("End User License Agreement" or "EULA"); and (2) gives retailers that subscribe to the Service ("Retailers"): (a) the ability to view certain rich media information about comic books not otherwise available for viewing on the Website and the pull lists that are created by the Members of the Service and receive other information about Member use of the Website and Member requests; and (b) the opportunity to be a contact as an area retailer with comic book availability, in accordance with the terms of a Retailer Subscription Agreement ("Retailer Subscription Agreement").

Please read the following carefully. This Terms of Use Agreement ("Terms of Use") is a legally binding agreement between Company, and its corporate affiliates, and You, whether You are an "End User" or a "Retailer" (hereinafter, each shall be referred to as "You" or "Your"). By accessing or using the Website, You signify that You have read, understand and agree to be bound by these Terms of Use.

These Terms of Use set forth Your rights and obligations with respect to Your use of the Website and are in addition to, and not in lieu of, the EULA or the Retailer Subscription Agreement, as applicable, to which You must also agree in order to use any version of the downloadable Software (as described in the EULA), the Service and/or any information or data of any kind arising from the use of the Software or the Service, as applicable, including, without limitation, any art work, text, video, audio or pictures accessed by You through the Software or the Service, as applicable.

1. Modifications: At any time and at Company's sole discretion, Company may add, delete or modify the Terms of Use. Company will post a notice on the Website of any such addition, deletion, or modification to the Terms of Use ("Change to Terms of Use Notice"). Should You deem any such addition, deletion, or modification to the Terms of Use unacceptable, You shall stop accessing and/or using the Website and the Company Website Materials. ?Unless otherwise specifically set forth in the Change to Terms of Use Notice, all changes to the Terms of Use shall be effective upon the date we post the Change to Terms of Use Notice (the "Effective Date"). Your continued use of the Website following the Effective Date will constitute Your binding acceptance of and agreement to be bound by the changes specified therein. You should check the Website frequently to review the terms and conditions of the Terms of Use so that You are aware of the most current rights and obligations that apply to use of the Website and the Company Website Materials.

2. Other Terms and Conditions: If any new products or services become available at the Website, Your review or use of any such new products or services will be governed by these Terms of Use until you register as a Member, create a Member Account (as described in the End User License Agreement) and accept the terms of the End User License Agreement or You subscribe to a Retailer Subscriber Agreement, as applicable, unless Company notifies You that different terms and conditions shall apply. Additional terms and conditions may apply to purchases of goods and services and to specific portions or features of the Website, including without limitation contests, promotions or other similar features, all of which are incorporated by reference into these Terms of Use. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Website or for any service offered on or through the Website, the latter terms shall control with respect to Your use of that portion of the Website or the specific service. In addition, You agree to comply with any additional terms which apply to third party content, material, information, software or any other services of any kind.

3. Company Website Materials: As between Company and You, except for any End User Content offered by You as a Member pursuant to the terms of the EULA or any Retailer Content offered by You as a Retailer pursuant to the terms of the Retailer Subscription Agreement, all other text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, information and computer code, including, but not limited to, the design, structure, selection, coordination, expression, "look and feel" and arrangement of any other materials and information contained on the Website are owned, controlled or licensed by or to Company and are protected by trade dress, copyright, patent and trademark laws and various other intellectual property rights and unfair competition laws under United States and foreign laws and international conventions (collectively, all of the aforementioned Website materials shall be referred to as the "Company Website Materials"). The Company Website Materials available via this Website are provided to You "AS IS" and for Your personal viewing use only on the Website or via the Software and Service, as applicable, and may not be copied, reproduced, retransmitted, distributed, disseminated, sold, broadcast, performed, made available to third parties or circulated to anyone or exploited for any other commercial or noncommercial purposes without the express prior written consent of Company, except that Your browser may "cache" images on the Website solely for browsing purposes. Except as expressly provided herein, You are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Company Website Materials or any other content on the Website, and Company explicitly reserves any and all rights not expressly granted hereunder. Other than as expressly permitted herein, You agree not to engage in the use, copying, or distribution of any of the Company Website Materials obtained through the Website. You further agree not to circumvent, disable or otherwise interfere with security related features of the Company Website or any other features that prevent or restrict the use or copying of any Company Website Materials.

4. Other Permitted Uses and Restrictions of the Company Website:

4.1 In addition to any other obligations set forth in this Agreement, You hereby agree not to use or launch any automated system, including without limitation, any "deeplink", "page-scrape", "robot," "spider," "offline readers," or other automatic device, program, algorithm or methodology, that accesses, acquires, copies or monitors any portion of the Website or the Service (or any content of the same) in a manner that sends more request messages to the Company servers in a given period of time than a human can reasonably produce in the same period via a conventional on-line web browser, or in any way reproduce or circumvent the navigational structure or presentation of the Website or the Service (or any content of the same), to obtain or attempt to obtain any materials, documents or information through any means not purposefully made available through the Website. Company reserves the right to prevent any such activity. Notwithstanding the foregoing, Company grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials, and Company reserves the right to revoke these exceptions either generally or in specific cases.

4.2 You agree that You will not attempt to gain unauthorized access to any portion or feature of the Website or the Service or any other systems or networks connected to the Website or the Service or to any Company server or the server of any End User or Retailer, or to any of the services offered on or through the Website by hacking, password mining or any other illegitimate means.

4.3 You agree that You may not use, nor allow others to use the Website or the Service (either directly or indirectly): (i) to attempt to or actually disrupt, impair or interfere with, alter or modify the Website or the Service or any information, data or materials posted and/or displayed by Company or anyone else; (ii) to act in a way that affects or reflects negatively on Company, the Website or the Service, or anyone else; or (iii) to harvest, collect or attempt to collect any information from others including, without limitation, personally identifiable information such as account names and numbers, without such party's prior consent.

4.4 You agree that You are prohibited from violating or attempting to violate the security of the Website or the Service, including, without limitation: (i) accessing data not intended for You or logging onto a processor, communications or access device or account which You are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of the Website or the Service or to breach any implemented security or authentication measures, regardless of Your motives or intent; or (iii) attempting to interfere with or disrupt the Website or the Service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse. Any such violations of system or network security by You may result in civil or criminal liability to You. Company reserves the right to investigate occurrences, which may involve such violations and Company may involve, provide information to and cooperate with, law enforcement authorities in prosecuting any party who is involved in any such violations.

4.5 You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal that You send to Company on or through the Website or any service offered through the Website. You may not pretend that You are, or that you represent, someone else or impersonate any other individual or entity.

4.6 You may not use the Website for any purpose that is unlawful or prohibited by these Terms of Use, or solicit the performance of any illegal activity or other activity which infringes the rights of Company or others (specifically including, without limitation, copyright infringement).

5. Enforcement of Intellectual Property Rights: You acknowledge that Company will aggressively enforce its intellectual property rights as stated herein to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution, as applicable.

6. Children's Privacy: We are committed to protecting the privacy of children. You should be aware that this Website is not intended or designed to attract children under the age of 13. Memberships and participation in the Company Service are void where prohibited. Due to the Children's Online Privacy Protection Act of 1998 (online at http://www.ftc.gov/ogc/coppa1.htm), all End Users must be at least thirteen (13) years of age to use the Service. The Service is intended solely for End Users who are thirteen (13) years of age or older, and any registration by, use of, or access to the Service by anyone under the age of thirteen (13) is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service, You represent and warrant that You are thirteen (13) or older and that You agree to abide by all of the terms and conditions of the EULA. Company may terminate Your membership, delete Your Member Account and any content or information that You have posted on the Website and/or prohibit You from registering for or using or accessing the Service or the Website or the Company Website Materials (or any portion, aspect or feature of the Service or the Website or the Company Website Materials) for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under the age of thirteen (13).

7. Company Privacy Policy: Company respects Your privacy and has established certain policies and procedures relating to the collection and use of Your personally identifiable information, and any other personal information disclosed to Company in connection with Your use of the Website and the Software and Service, including any pull lists.

8. Company Website Availability: Company will make reasonable efforts to keep the Website operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of Company may, from time to time, result in temporary interruptions to the Website. In addition, Company reserves the right at any time and from time to time to modify or discontinue (on a temporary or permanent basis) certain functions of the Website, with or without notice. You agree that Company shall not be liable to You or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Website.

9. Third-Party Links: This Website (or the Service) may be linked to other sites on the World Wide Web that are not under the control of or maintained by Company. Such links do not constitute an endorsement by Company of any such sites. You acknowledge that Company is providing these links to You solely as a convenience to You, and You agree that Company is not responsible for the content or links displayed on such sites to which You may be linked. Company does not endorse or make any representations about these websites, or any information, materials, or products found thereon. If You access any of the third-party websites linked on this Website, You do so at Your own risk.

10. Third-Party Materials on the Website: This Website may contain materials submitted by third-parties. Any such materials are provided solely as a convenience to You. Company has not tested or evaluated these materials and does not endorse or make any representations about these materials or Your use thereof. If You use any of the third-party materials, You do so at Your own risk. In no event shall Company be liable for any loss, claim, damages, or costs that may arise in connection with Your use of these materials.

11. Inaccuracies on the Website: Your use of the Website is at Your own risk. The Website may include inaccuracies or errors that may affect the quality of the information provided on the Website and a possibility exists that unauthorized additions, deletions and alterations have been made to the Website by unauthorized third-parties. The information has not been independently verified or authenticated in whole or in part by Company. Although Company attempts to ensure the integrity of the Website, it makes no guarantees whatsoever as to the completeness, correctness or accuracy of the Website. More specifically, Company does not warrant the accuracy or timeliness of the Company Website Materials and Company has no liability for any errors or omissions in the information provided. Furthermore, the prices and availability of products and/or the services available via the Website may at any time change without notice to You. In the event that such an inaccuracy arises, please inform us so that it may be corrected.

12. Articles and Commentary: In addition, this Website or the Service may post articles and commentary containing information in the form of news and/or opinions that, unless otherwise stated therein, should not be construed as specific advice or instruction from Company or official expressions of Company. ?Company does not warrant, either expressly or by implication, the factual accuracy of the articles posted, nor does it adopt any statement as its own, or warrant any news or opinions offered by the author of said articles. Although Company believes all statements made in the articles to be reliable and accurate based upon representations made by the authors themselves, Company cannot guarantee that such statements are reliable and accurate and Company accepts no fault or liability for any error or omission with respect to such articles.

13. DISCLAIMER OF WARRANTIES: YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE AND THE SERVICE IS AT YOUR SOLE RISK. THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE AND THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE AND THE SERVICE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. COMPANY ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY, ITS OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES AND/OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOSS OF DATA (EVEN IF ADVISED OF THE POSSIBILITY THEREOF), ARISING IN ANY WAY FROM THE CONTENT OR INFORMATION OFFERED THROUGH THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE. DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN ONE HUNDRED DOLLARS ($100.00).

15. Indemnity: You agree to defend, indemnify and hold Company (including its officers, employees, licensors, suppliers, partners, affiliates, and/or third party service providers) harmless against any losses, expenses, costs or damages (including their reasonable attorneys' fees, expert's fees and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (i) Your breach of, or failure to comply with, the Terms of Use, or (ii) Your use of the Website. Company may, in its discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect Company's rights or obligations shall be made without Company's prior written approval. Company reserves the right, at its own expense and upon rendering notice to You, to assume exclusive defense and control of any such claim or action, and then Your corresponding indemnification obligation will end.

16. Local Laws; Export Control: By entering this Website, You acknowledge and agree that Company controls and operates this Website from its headquarters in the United States of America and that this Website is intended for viewing in the United States and Company makes no representation that the materials are appropriate or will be available for use in other locations outside of the United States. Unless otherwise explicitly stated, all marketing or promotional materials found on this Website are solely directed to individuals, companies or other entities located in the United States. Company reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Website is void where prohibited. If You use this Website from outside the United States of America, You are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use this Website in violation of United States export laws and regulations.

17. Applicable Law; Venue: Any action related to these Terms of Use will be governed by the laws of the State of New York, without regard to the choice or conflicts of law provisions of any jurisdiction. If Company brings a claim against You for any reason under these Terms of Use and/or Your use of the Website, You agree to submit to the jurisdiction of the federal and state courts located in the State of New York.

18. Dispute Resolution: Company intends to resolve any and all disputes that may arise between it and its participants in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, You agree to the following dispute resolution procedure. If You are unable to resolve any dispute in the ordinary course of business, You shall send a written notice to Company in which You outline the issues in dispute, enclose any relevant documents and state the requested relief. Company shall respond within ten (10) business days with identical information from its or their perspective. You and a representative of Company shall meet or communicate electronically within ten (10) business days of the delivery of the response(s), and as often as you and Company deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, You and Company fail to resolve the matter, You shall then proceed to litigation in the forum described in Section 17 of these Terms of Use.

19. Violation of these Terms of Use; Termination: You acknowledge and agree that Company may preserve any transmittal or communication by You with Company through the Website or any service offered on or through the Website, and may also disclose such data if required to do so by law or Company determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Company, its employees, users of or visitors to the Company Website, and the public. You agree that Company may, in its sole discretion and without prior notice, terminate Your access to the Website, the Company Website Materials, the Software and the Service and/or block Your future access to the Website, the Company Website Materials, the Software and the Service if we determine that You have violated these Terms of Use or other agreements or guidelines which may be associated with Your use of the Website, the Company Website Materials, the Software or the Service. You also agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Company, for which monetary damages would be inadequate, and You consent to Company obtaining any injunctive or equitable relief that Company deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Company may have at law or in equity. You agree that Company may, in its sole discretion and without prior notice, terminate Your access to the Website at any time and for any reason, with or without cause.

20. General:

20.1 Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 20.

20.2 If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

20.3 No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with these Terms of Use.

20.4 Any provision which must survive in order to allow Company to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or Your use of the Website, the Company Website Materials, the Software and the Service, regardless of form or the basis of the claim, may be brought by You more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and You hereby waives any longer statute of limitations that may be permitted by law.

20.5 If Company does take any legal action against You as a result of your violation of these Terms of Use, Company will be entitled to recover from You, and You agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to Company. You agree that Company will not be liable to You or to any third party for termination of Your access to the Website as a result of any violation of these Terms of Use.

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