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TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

Spawn Labs, Inc. ("Spawn Labs") welcomes you! Spawn Labs provides its service to you subject to the following Terms of Service. By using the Spawn Labs products and/or website and the services contained therein (collectively, the "Service"), you agree to the following terms and conditions ("Terms"). We may update these Terms from time to time in our discretion. We will use commercially reasonable efforts to notify you of any such updates. However, you should visit Terms of Service to review the current Terms at any time. Your continued use of the Service represents your acceptance of the Terms, as they may be amended.

2. DESCRIPTION OF SERVICE

The Service provides users with access to a rich collection of information and resources, including but not limited to remote access to game consoles and games, gaming social networking, gameplay recording and advertising services through its network of properties which may be accessed through any various medium or device now known or hereafter developed. You understand and agree that the Service may include advertisements and that these advertisements are necessary for Spawn Labs to provide the Service. You also understand and agree that the Service may include certain communications from Spawn Labs, such as service announcements, administrative messages and the Spawn Labs Newsletter, and that these communications are considered part of Spawn Labs membership and you may not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the Terms. You understand and agree that the Service is provided "AS-IS" and that Spawn Labs assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications, information or personalization settings. You are responsible for obtaining access to the Service, and for any third-party fees (such as Internet service provider or airtime charges, or fees associated with the display or delivery of advertisements) related to your use of the Service. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. MEMBER REGISTRATION

By using the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Spawn Labs has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Spawn Labs has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). YOU MUST BE AT LEAST THIRTEEN YEARS OLD IN ORDER TO REGISTER OR USE THE SERVICE.

4. MEMBER ACCOUNT SECURITY

If you register for the Service, you will receive a Spawn Labs account and password. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Spawn Labs of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Spawn Labs cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.

5. PRIVACY POLICY

All personally identifiable information about you is subject to our Privacy Policy. For a complete explanation of our privacy policy, please review our full privacy policy. You understand that through your use of the Service you consent to the collection and use of the information you provide in accordance with our Privacy Policy.

6. MEMBER CONDUCT

You understand that all information, data, text, video, music, sound, photographs, graphics, messages, tags or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Spawn Labs, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. Spawn Labs does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent, inappropriate or objectionable. Under no circumstances will Spawn Labs be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of or access to any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service or attempt to use the Service to:

• upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, adult-oriented or otherwise inappropriate for minors, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  
• harm minors in any way;
  
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
  
• upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  
• upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
  
• upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation, except as may be specifically permitted by Spawn Labs in writing;
  
• upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, network, telecommunications equipment, or data;
  
• interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  
• violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
  
• provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
  
• "stalk" or otherwise harass another;
  
• engage in any activity intended to, or the result of which could or would, defraud Spawn Labs or any third party, including, without limitation, with respect to any advertising activity, taking any action (or authorizing any third party to take any action) to inflate or otherwise manipulate traffic or click-through counts to participating advertisers or merchants, or otherwise attempting, in Spawn Labs's reasonable judgment, to simulate artificially the behavior or activity of an individual user of the Service; and/or
  
• collect or store personal data about other users in connection with the prohibited conduct and activities set forth in this Section 6.
  

You acknowledge that Spawn Labs may or may not pre-screen Content, but that Spawn Labs and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, Spawn Labs and its designees shall have the right to remove any Content that violates the Terms. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Spawn Labs or submitted to Spawn Labs, including without limitation information in all other parts of the Service.

You acknowledge, consent and agree that Spawn Labs may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:

• comply with legal process;
  
• enforce the Terms;
  
• respond to claims that any Content violates the rights of third parties;
  
• respond to your requests for customer service; or
  
• protect the rights, property or personal safety of Spawn Labs, its users and the public.
  

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Spawn Labs and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

7. CONTENT SUBMITTED FOR USE ON THE SERVICE

Spawn Labs does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant Spawn Labs the following perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable license(s), as applicable:

• With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or Spawn Labs removes such Content from the Service.
  
• With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service, the license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.
  

"Publicly accessible" areas of the Service are those areas of the Spawn Labs network of sites and properties that are intended by Spawn Labs to be available to the general public.

8. REVENUE GENERATION

By contributing Content to the Service, including without limitation game play video clips, you agree that Spawn Labs has the exclusive right to establish agreements in its sole discretion to generate revenue from such Content, including without limitation agreements to place advertising and affiliate offers on such Content pages on the Service, and that Spawn Labs has the exclusive right to collect and retain all payments from such agreements.

Spawn Labs presents such Content for the use of the community of users on the Web and works with advertising and affiliate networks to generate payments from the Content ("Revenue") - for example by having ads placed on pages of the Service.

9. INDEMNITY

You agree to indemnify and hold Spawn Labs and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the Terms, or your violation, infringement, or misappropriation of any rights of another.

10. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service except as expressly permitted as part of the intended use of the Service.

11. CONSTRAINTS ON USE OF SERVICE

You acknowledge that Spawn Labs may establish practices and limits concerning use of the Service. You agree that Spawn Labs has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that Spawn Labs reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Spawn Labs reserves the right to modify these general practices and limits from time to time.

12. MODIFICATIONS TO SERVICE

Spawn Labs reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Spawn Labs shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. TERMINATION

You agree that Spawn Labs may, under certain circumstances and without prior notice, immediately terminate your Spawn Labs account and your access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) engagement by you in fraudulent or illegal activities. Termination of your Spawn Labs account will result in (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and Content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in Spawn Labs's sole discretion and that Spawn Labs shall not be liable to you or any third party for any termination of your account, or access to the Service.

14. ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Spawn Labs shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

15. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Spawn Labs has no control over such sites and resources, you acknowledge and agree that Spawn Labs is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Spawn Labs shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

16. SPAWN LABS INTELLECTUAL PROPERTY

You acknowledge and agree that the Service and any software loaded on Spawn Labs hardware or downloaded to your computer and used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Spawn Labs or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Subject to the terms and conditions set forth herein, Spawn Labs grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single Spawn Labs appliance and a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Spawn Labs for use in accessing the Service.

17. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SPAWN LABS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SPAWN LABS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; OR (v) ANY ERRORS IN THE SERVICE OR SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPAWN LABS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

18. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPAWN LABS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SPAWN LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS ARE REASONABLE AND THAT SUCH LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY.

19. EXCLUSIONS AND LIMITATIONS

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 ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU. IN SUCH CASE, SPAWN LABS HEREBY LIMITS ITS WARRANTIES AND LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

20. NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to this agreement.

21. NOTICE

Spawn Labs may provide you with notices, including those regarding changes to the Terms, by email, regular mail or postings on the Service.

22. TRADEMARK INFORMATION

The Spawn Labs trademarks and service marks and other Spawn Labs logos and product and service names are trademarks of Spawn Labs, Inc. (the "Spawn Labs Marks"). Without Spawn Labs' prior written permission, you agree not to display or use in any manner the Spawn Labs Marks.

23. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

Spawn Labs respects the intellectual property of others, and we ask our users to do the same. Spawn Labs may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your intellectual property rights have been violated, please send information describing such violations in detail to Spawn Labs at ip@spawnlabs.com, and we will investigate the matter and notify you of the resolution.

24. GENERAL INFORMATION

Entire Agreement. The Terms constitute the entire agreement between you and Spawn Labs and governs your use of the Service, superseding any prior agreements between you and Spawn Labs with respect to the Service.

Choice of Law and Forum. The Terms and the relationship between you and Spawn Labs shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. You and Spawn Labs agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Travis, Texas.

Compliance with Laws. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. This Service is controlled, operated, and administered by Spawn Labs from within the United States of America. Spawn Labs makes no representation that this Service or the Service are appropriate or available for use at other locations outside the United States, and access to this Service from territories where the Service is illegal is prohibited. If you access this Service or use the Service from a location outside the United States, you are responsible for compliance with all local laws where you reside. You agree to comply with United States law regarding the transmission and/or export of technical data through the use of the Service.

Waiver and Severability of Terms. The failure of Spawn Labs to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Statute of Limitations. 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 Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the Terms are for convenience only and have no legal or contractual effect.

25. VIOLATIONS

Please report any violations of the Terms to our user support group at support@spawnlabs.com.