The following terms and conditions (the “Agreement”) govern all use of the Context Optional Social Marketing Suite application (“Application”). The Application is provided by Context Optional, Inc. (“Context Optional”). The Application is subject to your (the “User”) acceptance without modification of all of the terms and conditions contained herein. BY USING OR ACCESSING ANY PART OF THE APPLICATION, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.

Context Optional reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is User’s responsibility to check this Agreement periodically for changes. User’s continued use of the Application following the posting of any changes to this Agreement constitutes acceptance of those changes.

This Agreement is void where prohibited by law, and the right to access and use the Application is revoked in such jurisdictions.

1. AGE RESTRICTION.

User hereby certifies to Context Optional that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that it is legally permitted to use the Application.

2. LICENSE.

Subject to the terms and conditions of this Agreement, User shall have a non-exclusive, non-transferrable, non-sublicensable to access the Application solely for the purposes for which the Application is provided. This license is personal to User and User will not use the Application for any commercial purpose.

3. RESTRICTIONS.

User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Application (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Application; (iii) rent, lease, or use the Application for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Application. As between the parties, Context Optional shall own all title, ownership rights, and intellectual property rights in and to the Application, and any copies or portions thereof. User shall not (i) submit false information to the Application, (ii) use the Application to libel, defame, threaten, harass, or otherwise harm and third party, or (iii) use the Application for any purpose that is unlawful or prohibited by this Agreement. In the event User submits any information to the Application, User represents and warrants that User the full right and authority to do so (without any infringement of, or conflict with, the rights of any third party).

4. MEMBER DISPUTES.

User is solely responsible for your interactions with other Application users. Context Optional reserves the right, but has no obligation, to monitor disputes between User and other Application users. If User has a dispute with one or more users of the Application, User shall and hereby does release Context Optional (and its officers, directors, agents, subsidiaries, partners, licensors, vendors, suppliers, 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. If User is a California resident, User waives California Civil Code §1542, which states: "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."

5. REGISTRATION; SECURITY.

As a condition to using certain products and services of the Application, User may be required to register with Context Optional and select a password and User name (“User ID”). User shall provide Context Optional with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account. User may not (i) select or use as a Context Optional User ID a name of another person with the intent to impersonate that person; or (ii) use as a Context Optional User ID a name subject to any rights of a person other than User without appropriate authorization. Context Optional reserves the right to refuse registration of, or cancel a Context Optional User ID in its discretion. User shall be responsible for maintaining the confidentiality of User’s Context Optional password and other account information.

6. INDEMNIFICATION.

User is responsible for all of its activity in connection with the Application. User shall defend, indemnify, and hold harmless Context Optional, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from User’s (i) access to or use of any of the Applications, or (ii) violation of this Agreement.

7. WARRANTY DISCLAIMER.

THE APPLICATION IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CONTEXT OPTIONAL MAKES NO WARRANTY THAT (I) THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE APPLICATION WILL MEET USER’S REQUIREMENTS. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. LIMITATION OF LIABILITY.

IN NO EVENT SHALL CONTEXT OPTIONAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE APPLICATION: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. TERMINATION.

Context Optional may terminate User’s access to the Application at any time, with or without cause. Upon termination, User will no longer access (or attempt to access) the Application. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.

10. PRIVACY.

Please see the privacy statement associated with the Application and located at http://www.contextoptional.com/privacy.

11. MISCELLANEOUS.

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Context Optional shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Context Optional’ reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Context Optional’ prior written consent. Context Optional may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Context Optional in any respect whatsoever.