MOBILE WORSHIP NETWORK

Terms of Use Agreement

1. Your Acceptance.
   1. This is an agreement between the Mobile Worship Network ("MWN") and You ("You" or "Your" or "User"). This Agreement includes this Terms of Use Agreement and also any policies, guidelines and amendments that may be incorporated this Agreement or presented to You from time to time. By using and visiting the MWN site (the "Website") and using the products and services provided through or in connection with the Website (the "Services") and by viewing, accessing or making content available on or through the Services, You signify Your assent to this Agreement. If You do not agree to any of the terms, then You must immediately discontinue Your use of the Service.
   2. Please read this Agreement carefully. This Agreement sets forth legally binding terms and conditions for Your use of and participation with the Service. By registering, clicking "I Agree" or “I Accept” or participating in the Service, You represent to MWN that You are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements, and that You agree to be bound by the following terms and conditions. If You register on behalf of a business, You represent to MWN that You have the authority to bind that business and Your acceptance of this Agreement will be treated as acceptance by that business. In that event, "You", "Your" or "User" will refer to that business in this Agreement.
       
2. The MWN Service. MWN develops and maintains a network of audio and video content creators. MWN also owns technologies that facilitate the distribution of the content to the public through one or more channels. These channels include but are not limited to the following:
   1. Online, via the Website and/or via the websites, software applications, plug-ins, blogs, media search engines, tool bars, games, components or downloadable code, and other viral online mediums such as peer-to-peer networks, file sharing, instant messaging and email of MWN and MWN’s partners. All of the channels listed above in this section are referred to as ("Online Distribution");
   2. Distribution via mobile phones, PDA, handheld devices and other mobile devices ("Mobile Distribution"); and
   3. Broadcast, via cable, satellite and digital television, video, laser disc, DVD, CD Rom and motion picture distribution, whether over-the-air, wireless or in the foregoing hard-copy media (collectively, "Broadcast Distribution").
      All distribution channels, including but not limited to the above referenced distribution channels are referred collectively as the "Network".
      
      
3. Use of Service.
   1. MWN hereby grants You permission to use the Service as set forth in this Agreement, provided that: (i) Your use of the Service as permitted is solely for Your personal, noncommercial use; provided however, that MWN may grant users a license for commercial use under a separate agreement; (ii) You will not copy or distribute any part of the Service in any medium without MWN’s prior written authorization; (iii) You will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iv) You will otherwise comply with the terms and conditions of this Agreement.
   2. In order to access some features of the Service, including to submit information for Your profile, You will have to create an account. You may never use another's account without permission. When creating Your account, You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify MWN immediately of any breach of security or unauthorized use of Your account. Although MWN will not be liable for Your losses caused by any unauthorized use of Your account, You shall be liable for the losses of MWN or others due to such unauthorized use.
   3. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Service in a manner that sends more request messages to the MWN servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, MWN grants the operators of public search engines permission to use spiders to copy materials from the Service for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. MWN reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any Users of the Service with respect to their User Submissions.
   4. MWN may permanently or temporarily terminate, suspend, or otherwise refuse to permit Your access to the Service without notice and liability, if, in MWN's sole determination, You violate any of the Agreement, including the following prohibited actions; (i) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) upload invalid data, viruses, worms, or other software agents through the Service; (iv) impersonate another person or otherwise misrepresent Your affiliation with a person or entity, conduct fraud, hide or attempt to hide Your identity; (v) interfere with the proper working of the Service; or, (vi) bypass the measures we may use to prevent or restrict access to the Service.
      
      
4. MWN 's License Grant. Subject to the terms and conditions of this Agreement and provided You have paid any and all amounts owed to MWN, You are hereby granted a non-exclusive, limited, personal license to use the Services solely for Your personal, noncommercial use; provided however, that MWN may grant users a license for commercial use under a separate agreement. MWN reserves all rights not expressly granted herein in the Services and its Content (as defined below). MWN may terminate this license at any time for any reason or no reason, subject to a refund of any amount You have paid to MWN during the thirty (30) days prior to such termination.
   
   
5. MWN Proprietary Rights.
   1. Except for User Submissions, The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "Content"), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of MWN and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service; provided however, that Users may embed their own profile web pages in their home pages or blog pages. Use of the content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
   2. For the purposes of this Agreement, ("Intellectual Property Rights") means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
      
      
6. Your License Grant.
   1. By submitting, posting, emailing, transmitting, or otherwise making available any User Submission over or to the Service and/or Network and in order to allow MWN to distribute Your submissions throughout the Network including, but not limited to, Online Distribution, Mobile Distribution and Broadband Distribution, You expressly grant (or warrant that the owner of such rights has expressly granted) to MWN a royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, edit, adapt (to permit MWN, among other things, to conform and adapt the User Submissions to technical requirements, including, but not limited to, the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail scanning or other technologies), translate, distribute, perform, store, host, cache, display, and make derivative works of each such User Submission and Your name, voice, and/or likeness as contained in Your User Submission, in whole or in part, and in any form, media or technology, whether now known or hereafter developed for use in connection with the Service and distribution over the Network. This license gives MWN the right to display and distribute, or have displayed and distributed, Your User Content via Broadcast Distribution and Mobile Distribution for no fee to the end user. MWN reserves the right to display ads in connection with any Broadcast Distribution and Mobile Distribution of Your User Submissions.
   2. All User Submissions are deemed non-confidential and MWN shall be under no obligation to maintain the confidentiality of any information and content, in whatever form, contained in any User Submission provided that MWN shall use its reasonable commercial efforts to prevent the general public from accessing media in on Your profile page which You have marked private.
   3. You will be responsible for establishing Your usage preferences, including accessibility to Your User Submissions, ("Usage Preferences") with respect to all User Submissions, and MWN will use its commercially reasonable efforts to accommodate such Usage Preferences. However, MWN does not guarantee that any such Usage Preferences will always be applied, or that Your User Submissions will be kept secure. MWN takes no responsibility and assumes no liability for any User Submissions that You or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Submissions that You send, upload, download, stream, post, transmit, display, or otherwise make available or access through Your use of the Service, is solely Your responsibility.
   4. If You want MWN to remove Your User Submissions from the Service, please delete it as specified in the Service. However, we cannot guarantee that Your User Submissions will be completely removed from all User devices or from their web pages, nor that other Users will not misuse any content that You supply. In addition, the other Users may have already copies and forwarded Your User Submissions to others, making recovery impossible. MWN is not responsible for any public display or misuse of Your User Submissions. You acknowledge that You are aware that MWN has limited practical ability to control or monitor possible infringement of Your Intellectual Property Rights by other parties and that MWN assumes no responsibility for controlling or monitoring such Intellectual Property Rights. In addition, MWN is not responsible for enforcing Your Intellectual Property Rights or for suing or taking other legal action against infringers who fail to cease using Your User Submissions after any revocation. You or a third party licensor, as appropriate, are responsible for enforcing Your Intellectual Property Rights. MWN may, at its discretion, choose to assisting You in connection with protecting or enforcing Your Intellectual Property Rights in a particular instance; in such event, this does not mean that MWN has an obligation to do so in any other instance and this does not mean MWN has an obligation to effectively protect or enforce Your Intellectual Property Rights.
      
      
7. Copyrights, Trademarks and Service Marks of Third Parties. Content is or may be protected under United States and worldwide copyrights or other Intellectual Property Rights which are owned or licensed, in whole or in part, by us. Content may not be manipulated, edited, reproduced, performed, republished, posted, transmitted, sold, transferred or otherwise distributed, exploited in any manner whatsoever, or used on any other service, website or other networked computer environment without our prior written consent or as provided for in the restrictions applicable to the relevant User Submission. If You download, print, or otherwise reproduce a copy of the Content for personal use, You must retain all copyright and other proprietary notices contained therein.
   
   
8. DMCA Notice.
   1. If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify MWN's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For Your complaint to be valid under the DMCA, You must provide the following information in writing:
      1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
      2. Identification of the copyrighted work that You claim has been infringed;
      3. Identification of the material that is claimed to be infringing and where it is located on the Service;
      4. Information reasonably sufficient to permit MWN to contact You, such as Your address, telephone number, and, e-mail address;
      5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
      6. A statement, made under penalty of perjury, that the above information is accurate, and that You are the copyright owner or are authorized to act on behalf of the owner.
   2. The above information must be submitted to the following DMCA Agent:

3. UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
4. Please note that this procedure is exclusively for notifying MWN and its affiliates that Your copyrighted material has been infringed. The preceding requirements are intended to comply with MWN's rights and obligations under the DMCA, including 17 U.S.C. § 512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding Your rights and obligations under the DMCA and other applicable laws.
   
   
8. Additional Representations and Warranties. You shall be solely responsible for Your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, You affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
   1. By Your use of the Service, You affirm that You are either are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, You affirm that You are over the age of 13, as the Service is not intended for children under 13. If You are under 13 years of age, then please do not use the Service.
   2. You have the written consent of each and every identifiable natural person in the User Submission to use such person's name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released You from any liability that may arise in relation to such use.
   3. The User Submission and MWN's use thereof as contemplated by this Agreement and the Service and the distribution of the User Submission via Online Distribution, Mobile Distribution or Broadcast Distribution will not (i) infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity, (ii) do not contain any sexual, erotic or pornographic material; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or abusive; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party's use of the MWN Service; (v) do not promote illegal or harmful activities or substances; (vi) are no illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your User Submissions are created, displayed or accessed; (vii) do not contain any computer programming routines or viruses (including, but not limited to, time bombs, Trojan Horses, worms, Easter Eggs, drop dead services or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or participation in the MWN Services or disable, damage or erase any portion of the User Submissions or other content processed or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.
   4. You will not, and will not authorize or encourage any third party to, directly or indirectly: (i) obtain any information or materials relating to the MWN Service through any means not intentionally made available by MWN to You, or attempt to gain unauthorized access to MWN's database, technology, computer systems or networks associated with the MWN Services; or (ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the MWN Service.
   5. You are not, nor is any other person who appears in Your User Submission, a current member of the Screen Actors' Guild ("SAG") or of the American Federation of Television and Radio Actors ("AFTRA").
      
      
9. Disclaimer. MWN does not endorse any User Submission or the views, opinions, recommendation or advice expressed therein. MWN does not review, nor is it responsible for any User Submission content or the accuracy, usefulness or safety thereof, no matter the source. MWN is not obligated to review the User Submissions for any reason. You may be exposed to User Submissions that are inaccurate, offensive, indecent, objectionable, infringing, and You hereby agree to waive any legal rights and remedies You may have against MWN.
   
   
10. Confidential Information.
    1. During the term of this Agreement, You may receive confidential information from MWN related to Your participation with the MWN Service. Except as expressly authorized by this Agreement or absolutely necessary for performance under this Agreement, You will use reasonable efforts to maintain the confidentiality of all such information and You will not disclose such information without the prior written consent of MWN. In no event will You use less effort to maintain the confidentiality of such information than You ordinarily use with respect to Your own confidential information. The foregoing will not restrict You from disclosing confidential information of MWN: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that if You are required to make such a disclosure, You give reasonable and timely notice to MWN to contest such order or requirement; and (ii) on a confidential basis to Your legal or financial advisors, or prospective acquirers or investors. Examples of MWN confidential information include without limitation: (A) all software, technology, services, algorithms, search engines and search indices, programming, specifications, materials, guidelines and documentation relating to the MWN Service; (B) click-through or advertising rates, conversion rates and other statistics relating to the MWN Service; and (C) trial features or any other information designated in writing by MWN as "Confidential" or an equivalent designation. Confidential information does not include information that: (w) is or becomes generally known to the public through no fault of or breach of this Agreement by You; (x) is rightfully known by You at the time of disclosure without a confidentiality obligation; (y) is independently developed by You without use of MWN's confidential information; or (z) You rightfully obtain from a third party without disclosure restrictions. You understand and agree that any violation or threatened violation of these provisions will cause irreparable injury to MWN, entitling MWN to obtain injunctive relief in addition to having the ability to terminate Your use of the service and other remedies available at law. Without limiting the generality of the foregoing, Your participation in MWN's beta trial offering ("Beta Trial") or any other trial feature shall also be subject to the terms and limitations set forth below. You understand and agree that the existence of the Beta Trial, the MWN service and the timing of the MWN release and anything related thereto are confidential information of MWN. You agree not to disclose to any third party, including, without limitation, competitors of MWN, the media or other potential customers, MWN's confidential information, including, without limitation, the existence of this Beta Trial, the MWN service and the timing of the MWN release.
       
       
11. Third-Party Websites or Services. The Service may contain links to third-party websites or services that are not owned or controlled by MWN. MWN has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. In addition, MWN will not and cannot censor or edit the content of any third-party website or service. By using the Service, You expressly relieve MWN from any and all liability arising from Your use of any third-party website or services. Accordingly, we encourage You to be aware of when You leave the Service, and to read the terms and conditions of any third-party website or service that You visit.
    
    
12. Indemnity. You agree to defend, indemnify and hold harmless MWN and its parent, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) Your use of and access to the Service, including any data or work transmitted or received by You; (b) Your violation of any term of this Agreement, including without limitation, Your breach of any of the representations and warranties above; (c) Your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) Your violation of any law, rule or regulation of the United States or any other country; (e) any claim or damages that arise as a result of any of Your User Submissions or any that are submitted via Your account; or (f) any other party's access and use of the Service with Your unique username, password or other appropriate security code.
    
    
13. No Warranty.
    1. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MWN, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
    2. MWN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MWN SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MWN WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
       
       
14. Limitation of Liability.
    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MWN, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL MWN BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MWN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
    3. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
    4. The Service is controlled from its facilities in the United States. MWN makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
       
       
15. Sole Remedy. IN ANY EVENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT.
    
    
16. Term and Termination. MWN reserves the right to terminate this Agreement for any reason at any time. You may terminate this Agreement at any time by disabling Your account or providing notice to MWN of Your intent to terminate. Upon termination, Your right to participate in the Service will automatically terminate. In the event of termination, Your account will be disabled and You may not be granted access to Your account or any files or other content contained in Your account although residual copies of information may remain in the MWN's systems. Upon termination: (a) all licenses granted to You hereunder will immediately terminate; and (b) You will promptly destroy all copies of MWN content in Your possession or control. Upon termination, MWN may continue to use any user analytics collected hereunder for solely internal (including archival) purposes, and all related license You have granted to MWN for that purpose shall remain in effect for this purpose only. In the event that this Agreement terminates or expires, MWN shall not be obligated to return any materials to You. Although MWN will use commercially reasonable efforts to remove User Submissions within seventy-two (72) hours following termination, MWN shall have no obligation to remove any of Your User Submissions that are otherwise publicly available through the Internet or other publicly accessible medium. In the event that MWN does not remove Your User Submissions from the Website within seventy-two (72) hours through inadvertence or other error, MWN shall not be liable to You for damages or charges of any kind. The provisions of Sections 5, 7(c), 8-19 shall survive any termination or expiration of this Agreement.
    
    
17. General.
    1. Governing Law. You agree that: (i) the Service shall be deemed solely based in Colorado; and (ii) the Service shall be deemed a passive that does not give rise to personal jurisdiction over MWN, either specific or general, in jurisdictions other than Colorado. This Agreement shall be governed by the internal substantive laws of the State of Colorado, without respect to its conflict of laws principles. Any claim or dispute between You and MWN that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Denver, Colorado.
    2. Injunctive Relief. You understand that certain breaches by You will cause irreparable injury to MWN, for which there are no adequate remedies at law, and nothing in this Section shall be deemed to prevent or delay MWN's attempt to seek a temporary restraining order, preliminary injunction, specific performance or other interim or conservatory relief from any court having jurisdiction.
    3. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by MWN without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
    4. Entire Agreement/Severability. This Agreement, together with any other legal notices published by MWN on the Service, shall constitute the entire agreement between You and MWN concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. MWN reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of the MWN Service following any amendment of this Agreement will signify your assent to and acceptance of its revised terms. YOU AND MWN AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MWN SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
    5. Export Restrictions. You agree to comply with all United States and other applicable export laws and related restrictions and regulations, and not to directly or indirectly export, provide or otherwise make available the services and products of MWN in violation of any such export laws, unless any required prior authorizations or necessary approvals are obtained by You, at Your expense, from the applicable United States or foreign authority.
    6. Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and MWN's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. MWN reserves the right to amend this Agreement at any time and without notice, and it is Your responsibility to review this Agreement for any changes. Your use of the Service following any amendment of this Agreement will signify Your assent to and acceptance of its revised terms.
    7. Relationship. You and MWN are independent contractors, and this Agreement, including but not limited to submission or distribution of any Video Content or Ads, will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between the You and MWN. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Agreement. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Agreement.
    8. Effective Date. This Agreement was last revised on January 1, 2008.