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Terms & Conditions.

.Welcome to MyAuditions, owned and produced by MyAuditions and its subsidiary and affiliate corporations, successors, and assigns (collectively referred to as "MyAuditions"). MyAuditions provides leading career enhancement tools and Web community services for the performing arts industry. Integrated, these servoces help each individual user locate, retrieve and manage information tailored to his or her personal interests. Unless explicitly stated otherwise, any new Products and Services (as defined below), including the addition of new MyAuditions properties shall be subject to these Terms and Conditions.

MyAuditions makes available a variety of products and services through MyAuditions (collectively, the "Products and Services") subject to these General Terms and Conditions ("Terms and Conditions"). In addition, there are a variety of special products and services offered through MyAuditions that have separate registration procedures and separate terms and conditions, terms of service, user agreements, or similar legal agreement. When you are using any service or product on MyAuditions that does not have a separate legal agreement, the Terms and Conditions set forth here will apply. MyAuditions also may supplement the Terms and Conditions with posted guidelines or rules applicable to specific areas of MyAuditions. In addition, MyAuditions also may offer other services from time to time that are governed by the terms of service of the respective service partners.

Because the Terms and Conditions contain legal obligations, please read them carefully.

Please legal inquiries, please contact us.

The Terms and Conditions contain a variety of provisions that are generally applicable to the Products and Services and some provisions that apply to particular Products and Services. The following is a list of links to the various provisions in the Terms and Conditions. The headings contained in these provisions, and reflected in these links, however, are solely for your convenience and have no legal import. While this list of links may help you locate particular provisions, you should understand that you will be bound by the entire Terms and Conditions.

1. ACCEPTANCE
By using the Products and Services, you are agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other posted guidelines or rules applicable to any individual MyAuditions web site, Product or Service. All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions.

2. CONDITIONS AND RESTRICTIONS ON USE
Use of the Products and Services is subject to compliance with these Terms and Conditions. You acknowledge and agree that MyAuditions may terminate your access to MyAuditions or to any of the Products and Services should you fail to comply with the Terms and Conditions or any other guidelines and rules published by MyAuditions. Any such termination shall be in MyAuditions' sole discretion and may occur without prior notice, or any notice. MyAuditions further reserves the right to terminate any user's access to MyAuditions or to any of the Products and Services for any conduct that MyAuditions, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to MyAuditions or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. MyAuditions further reserves the right to terminate any user's access to MyAuditions or to any of the Products and Services for any reason or for no reason at all, in MyAuditions' sole discretion, without prior notice, or any notice.

In order to use the Products and Services, users must have access to the World Wide Web and must navigate the Internet to www.MyAuditions.com or another of the URLs associated with MyAuditions. Be aware that the majority of MyAuditions is for general audiences, although there are certain areas on MyAuditions that may contain mature content and different areas where content is specifically created for children under 13 years of age. Where there is mature content, individuals who are less than 18 years of age or are not permitted to access such content under the laws of any applicable jurisdiction may not access such content. There are also other (mainly commerce-related) areas of MyAuditions not open to persons under 18 years of age. With respect to general audience content, if MyAuditions learns that anyone under the age of 13 has accessed the Products and Services, MyAuditions will require verified parental consent, in accordance with the Children's Online Privacy Protection Act of 1998 ("COPPA"). Certain areas of MyAuditions, however, may not be available to children under 13 under any circumstances.

MyAuditions does not discriminate on the basis of age, gender, race, ethnicity, nationality, religion, sexual orientation, or any other protected status.

3. REGISTRATION AND PRIVACY
Certain of the Products and Services will require the user to register and provide certain data. In consideration of use of such Products and Services, in registering and providing such data, you represent and warrant that: (a) the information about yourself is true, accurate, current, and complete (apart from optional items) as required by various MyAuditions registration forms ("Registration Data") and (b) you will 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 MyAuditions has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MyAuditions has the right to suspend or terminate your account and refuse any and all current or future use of the Products and Services.

All MyAuditions registrations become the exclusive property of MyAuditions, its affiliates and subsidiaries. MyAuditions reserves the right to use and reuse all registration and other personally identifiable user information subject to MyAuditions Privacy Policy. Users may edit, update, alter or obscure their personally identifiable information at any time by following the instructions located in MyAuditions Privacy Policy and at individual MyAuditions sites.

4. RESPONSIBILITY FOR MINORS
In cases where you have authorized a minor to use the Products and Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of the Products and Services; and (iii) the consequences of any misuse by the minor. YOU ACKNOWLEDGE THAT SOME AREAS OF MYAUDITIONS MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.

5. MEMBER CONDUCT
If you receive a corporate account, you will receive a username and password. You are responsible for maintaining the confidentiality of the username and password, and are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify MyAuditions 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. MyAuditions cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.

You acknowledge and agree that all information, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not MyAuditions, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Services. MyAuditions does not control the user or third party Content posted via the Products and Services, and, as such, does not guarantee the accuracy, integrity or quality of such user or third party Content. You acknowledge and Agree that by using the Products and Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will MyAuditions be liable in any way for any user or third party Content, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, emailed or otherwise transmitted via the Products and Services. As a general matter, MyAuditions does not pre-screen user or third party Content posted on MyAuditions, except for certain areas where MyAuditions employs certain automated screening software, although MyAuditions reserves the right to do so. MyAuditions does not guarantee that any screening will be done to your satisfaction or that any screening will be done at all. MyAuditions reserves the right to monitor some, all, or no areas of the Products and Services for adherence to these Terms and Conditions or any other rules or guidelines posted by MyAuditions.

Prohibited Conduct

You agree that you will NOT use MyAuditions Products and Services to:

a. Upload, post, email, otherwise transmit or post links to any Content, or select any member or user name or email address, that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.

b. Upload, post, email, otherwise transmit or post links to any Content that promotes illegal activity, including without limitation the provision of instructions for illegal activity.

c. Upload, post, email, otherwise transmit or post links to any Content that exploits the images of children under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age.

d. Harm minors in any other way.

e. Make any sexual request on behalf of a minor or make any sexual request of a minor.

f. "Stalk" or otherwise harass another.

g. Collect or store personally identifying information about other users for commercial or unlawful purposes.

h. Impersonate any person or entity, including, but not limited to, a MyAuditions official, employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.

i. Employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Products and Services.

j. Upload, post, email, otherwise transmit or post links to any Content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

k. Upload, post, email, or otherwise transmit, or post links to any Content that facilitates hacking.

l. Upload, post, email, otherwise transmit or post links to any Content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights ("Rights") of any party, or contributing to inducing or facilitating such infringement. This prohibition shall include, without limitation, the following forms of software piracy:

i. Making available copyrighted software or other Content that has had the copyright protection removed.

ii. Making available serial numbers for software that can be used to illegally validate or register software.

iii. Making available tools that can be used for no purpose other than for "cracking" software or other copyrighted Content.

iv. Making available any software files for which the user does not own the copyright or have the legal right to make available.

m. Upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose.

n. Upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Products and Services or MyAuditions.

o. Use automated means, including additional computers, software and scripts, to enhance play in MyAuditions games and promotions.

p. Use automated means, including spiders, robots, crawlers, or the like to download data from any MyAuditions database.

q. Conduct your own contests and promotions.

r. Upload, post, email, otherwise transmit or post links to any Content regarding any raffle, contest or game requiring a fee by participants.

s. Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content from any MyAuditions database, including, without limitation, by incorporating data from any MyAuditions database into any e-mail or "white pages" products or serviced, whether browser-based, based on proprietary client-site applications, web-based, or otherwise.

t. Sell, distribute, or make any commercial use of data obtained from any MyAuditions database or make any other use of data from any MyAuditions database in a manner which could be expected to offend the person for whom the data is relevant.

u. Create and maintain a MyAuditions web page as storage for remote loading, or as a door or signpost to another homepage.

v. Create and maintain a MyAuditions web page that contains hyperlinks to content not permitted on MyAuditions.

w. Disrupt the normal flow of dialogue in a chat room, cause a screen to "scroll" faster than other users of the Products and Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.

x. Interfere with or disrupt the Products and Services or servers or networks connected to the Products and Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Products and Services, including without limitation MyAuditions Chat hosts.

y. Intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law.

z. Use the Products or Services to sell, purchase, or offer to sell or purchase any registered or unregistered securities.

aa. Upload, post, email, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market.

bb. Disobey any MyAuditions Chat hosts or other MyAuditions employee or representative or interfere with any action by any MyAuditions Chat host or other MyAuditions employee or representative to redress any violation of these Terms and Conditions.

cc. Access the Products and Services after your account or access has been terminated by MyAuditions.

dd. Fail to complete any transaction after submitting an order to purchase any goods or services from individual Merchants on MyAuditions, subject to the individual Merchant's or seller's terms and conditions governing such transactions.

ee. Submit any order to purchase goods or services from individual Merchants that are sponsors of MyAuditions where you do not intend to complete the transaction.

ff. Purchase any goods or services that you are prohibited from purchasing or possessing by any law applicable to you in your jurisdiction. The responsibility for ensuring compliance with all such laws shall be the user's alone. By submitting an order to purchase goods or services, you represent and warrant that you have the legal right to purchase such goods or services.

gg. Use any software deployed in connection with the Products and Services to process data as a service to other entities without the express written consent of MyAuditions or the party from whom such software may be licensed.

hh. Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Products and Services.

ii. Advertise, offer for sale, or sell any item you are prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law.

jj. Upload, post, email or otherwise transmit or post links to any material, or act in any manner, that is offensive to MyAuditions community or the spirit of these Terms and Conditions.

ll. Advertise, offer for sale, or sell any of the following items:

Any firearms, explosives, or weapons.

Any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants.

Any alcoholic beverages.

Any tobacco products for human consumption, including, without limitation, cigarettes and cigars.

Any items that are indecent or obscene, that contain child pornography, that are otherwise pornographic in nature, or are harmful to minors.

Any controlled substances or pharmaceuticals.

Any items that are counterfeit or stolen.

Any dangerous items.

Any goods or services that do not, in fact, exist.

Any registered or unregistered securities.

Any items that violate or infringe the rights of other parties.

Any items that you do not have the legal right to sell.

Any items where paying MyAuditions any of the required transactional or listing fees would cause MyAuditions to violate any law.

You acknowledge and agree that MyAuditions and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to publish, remove, or block access to any Content that is available via the Products and Services at any time, for any reason, or for no reason at all, with or without notice. Without limitation MyAuditions and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to publish, remove, or block access to any Content that violates the Terms and Conditions or is otherwise objectionable as determined by MyAuditions, in its sole discretion. MyAuditions may also terminate access to, or membership in, MyAuditions, or any portion thereof, for violating these Terms and Conditions. You acknowledge and 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 or obtained through the use of MyAuditions, including without limitation information in Chat, Message Boards, Clubs, and in all other parts of MyAuditions Products and Services.

You expressly acknowledge and agree that MyAuditions may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of MyAuditions, its users and the public. You acknowledge and agree that the technical processing and transmission of the Products and Services, 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 further acknowledge and agree that other data collected and maintained by MyAuditions with regard to its users may be disclosed in accordance with MyAuditions Privacy Policy

MyAuditions also may suspend or terminate any user account for any Product or Service because of user inactivity. For example, a MyAuditions account may be terminated or suspended if a user fails to sign-in to MyAudition for an extended period of time. What is considered "user inactivity" varies depending on the Product or Service. If one of your accounts is suspended or terminated for inactivity, your right to use such Product or Service immediately ceases.

6. LICENSE TO MEMBER WEB PAGES AND OTHER USER CONTENT
By submitting a web page to MyAuditions or any other web page hosting service on MyAuditions, you grant MyAuditions a world-wide, royalty-free, non-exclusive, worldwide, unrestricted license to use, copy, transmit, publicly display, publicly perform, create compilations including, and distribute such web page, and any associated Content, for the limited purposes of publishing and promoting the user's web page in connection with the particular service with which the user has chosen to have the web page hosted and for publishing and promoting such web page elsewhere within MyAuditions. Such license shall apply with respect to any form, media, or technology now known or later developed. The term of the license will extend only for the duration of the user's membership with the particular MyAuditions service (e.g., MyAuditions.com). In the event that such membership is terminated, MyAuditions will relinquish all rights to the user's Content as described above following the duration of any applicable promotional activities ongoing at the time the membership is terminated. You acknowledge and agree that MyAuditions runs advertisements on the web pages of its users and grant MyAuditions the right to do so. These advertisements may include, without limitation, "banner" advertisements and "pop-up text" advertisements. The manner, mode, and extent of such advertising is subject to change.

With respect to any other Content posted by or in connection with the Products and Services, you grant MyAuditions a world-wide, royalty free, perpetual, license to use, copy, transmit, publicly display, publicly perform, create compilations including, create derivative works of, and distribute such Content to publish and promote such Content in connection with the particular Products and Services and to publish and promote such Content elsewhere within MyAuditions. Such license shall apply with respect to any form, media, or technology now known or later developed.

7. DISCLAIMER OF WARRANTIES
THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, MYAUDITIONS DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS AND SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, MYAUDITIONS DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE PRODUCTS AND SERVICES OR THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES. MYAUDITIONS SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE PRODUCTS AND SERVICES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MYAUDITIONS DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE PRODUCTS AND SERVICES. MYAUDITIONS DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MIS-DELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. MYAUDITIONS DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. MYAUDITIONS MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF MEMBER WEB PAGES OR ANY STORAGE FACILITIES OFFERED BY MYAUDITIONS.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

8. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL MYAUDITIONS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF MYAUDITIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES, FROM INABILITY TO USE THE PRODUCTS AND SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS AND SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS AND SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, MYAUDITIONS. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF MEMBER WEB PAGES OR OTHER CONTENT STORED THROUGHOUT MYAUDITIONS. WITH RESPECT TO PREMIUM MYAUDITIONS MEMBERS, MYAUDITIONS' AND MYAUDITIONS, INC.'S ENTIRE LIABILITY, IF ANY, SHALL NOT EXCEED THE AMOUNT OF THE PREMIUM MEMBER'S MOST RECENT MEMBERSHIP FEE PAYMENT. FOR ALL CLAIMS RELATING TO MYAUDITIONS.COM'S PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, CLAIMS FOR FAILURE OF THE SYSTEM TO OPERATE, IN NO EVENT SHALL THE LIABILITY OF MYAUDITIONS.COM, INC. OR MYAUDITIONS, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE FEE, IF ANY PAID BY THE USER FOR THE SYSTEM.

UNDER NO CIRCUMSTANCES SHALL MYAUDITIONS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.

In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

9. REMOVAL OF LINKS
MyAuditions occasionally receives requests from people to remove links from MyAuditions. Although MyAuditions reserves the right to address such requests individually, the general approach that MyAuditions takes reflects the following principles: The catalogs and databases used in connection with MyAuditions search services consist of information that has been identified, indexed and compiled through an automated process with no advance review by human beings. Given the enormous volume of web site information added, deleted, and changed on a frequent basis, MyAuditions cannot and does not screen anything made available through MyAuditions search services' catalogs and databases. In other instances, MyAuditions makes available directories, indices, and references consisting of content that has been identified, indexed, and compiled by humans. Furthermore, some of the catalogs and databases that can be searched in MyAuditions are compiled by third parties through automated processes. For each web site reflected in MyAuditions search services' catalogs and databases, if either (i) a site owner restricts access to his or her web site or (ii) a site is taken down from the web, then, upon receipt of a request by the site owner in the first instance, and either the site owner or a third party in the second instance, MyAuditions would remove the link to that site the catalogs and databases or will pass the request along to any third party compiler of the catalog or database However, if the operator of the site does not take steps to prevent it, the automatic facilities used to create the catalogs and databases are likely to find it and index it again in a relatively short amount of time.

10. DISCLAIMER REGARDING THIRD PARTY CONTENT
MyAuditions offers access to numerous third party web pages and content available over the Internet. In overwhelming majority instances, including, but not limited to, sites displayed as search results or contained within a directory of links, MyAuditions has no control whatsoever over the content of such sites. In other instances, including, but not limited to, web pages hosted on MyAuditions or provided to MyAuditions by third parties, MyAuditions may set guidelines for what may appear on such web pages and may engage in certain screening, but generally exercises no control over the content of such web pages and is unable to police all such content. Third party content accessible through MyAuditions from such sources is developed by people over whom MyAuditions exercises no control. The search results that appear from the catalogs indexed by MyAuditions spiders or web robots are automated, and MyAuditions cannot and does not screen the sites before including them in the catalogs from which such automated search results are gathered. Similarly, web pages hosted by MyAuditions are posted by third parties, and, with the exception of certain automated screening functions, MyAuditions cannot and does not screen such web pages before they are made accessible to other users of MyAuditions. Accordingly, MyAuditions assumes no responsibility for the content of any site included in any search results or otherwise linked to MyAuditions web sites or in any web page hosted for a third party within MyAuditions. In instances where MyAuditions does review the sites that are displayed in directories, indices, and/or references, or where MyAuditions makes available directories, indices, and/or references of sites compiled by third parties, the content located at such sites was developed third parties, and review of such sites by MyAuditions, if any, is narrowly limited to that which is necessary for compiling the particular set of links.

11. MYAUDITIONS AND MYAUDITIONS MEMBERSHIP
MyAuditions offers MyAuditions members web page hosting and other services. MyAuditions offers two tiers of MyAuditions Membership: (1) Basic MyAuditions services and content which are available FREE OF CHARGE, exclusive of Internet or other telecommunications and computer equipment charges and fees; and (2) content and services designated as part of the Premium Membership package which are available only through the payment of a subscription fee to be determined by MyAuditions in its sole discretion. A Premium Member is responsible for all charges that result from the use of his/her MyAuditions Membership, including any unauthorized charges that result from its use. Premium Members agree to forfeit fees paid if their Membership is terminated for a violation of these Terms and Conditions or for any other reason. If a Premium Member pays any membership fees with a credit card and if the issuer of that credit card fails to pay the amounts authorized by the Premium Member, the Premium Member shall immediately remit full payment to MyAuditions. In addition, if a Premium Member pays any membership fees with a credit card and the issuer of the credit card seeks to recover from MyAuditions any amounts received by MyAuditions from the issuer, the Premium Member shall immediately remit to MyAuditions all amounts necessary to comply with the issuer's request and any costs and expenses incurred by MyAuditions. If a Premium Member does not pay to renew its Premium Membership, the Premium Member's web page will be deleted.

The components of the Premium Membership package, or of any other aspect of the MyAuditions services may be modified by MyAuditions for any reason or for no reason at all, in MyAuditions' sole discretion, without prior notice, or any notice.

MyAuditions allows one MyAuditions Membership per individual with a legitimate electronic mail address.

MyAuditions offers basic MyAuditions services and content FREE OF CHARGE, exclusive of Internet or other telecommunications and computer equipment charges and fees.

12. STORAGE
Many features of MyAuditions store information on behalf of users. Examples include, but are not limited to, email messages, chat, web pages, message boards, calendar functions, and postings on MyAuditions Auctions. MyAuditions reserves the right, in its sole discretion, to limit the amount of storage space available per user or to delete materials stored for an excessive period while the user's account has been inactive.

13. MYAUDITIONS COMMUNITIES GUIDELINES - DISCUSSION FORUMS
Users of MyAuditions Communities, which includes all MyAuditions discussion forums, are expected to adhere to the guidelines below and are expected not to engage in any of the Prohibited Conduct described above. Any user failing to comply with these Terms and Conditions may be expelled from a chat room, a club or a message board

by a MyAuditions moderator or host, and MyAuditions may terminate or restrict such user's MyAuditions accounts. In addition, MyAuditions may remove any Content that violates these Terms and Conditions or is otherwise objectionable, in MyAuditions' sole discretion. No child under the age of 13 may participate in MyAuditions Communities, including all chat, clubs or message boards offered throughout MyAuditions.

Please read all the Prohibited Conduct described above before using MyAuditions Communities' services, and keep in mind the following when using MyAuditions Communities' services:

All information you submit in registering must be true, accurate, current, and complete (apart from optional items).

Do not rely on any information relating to investments or professional advice without first reading the Investment Information Disclaimer and Professional Information Disclaimer below. Remember that people on the Internet are not always who they say they are and do not always publish truthful statements. MyAuditions cannot and does not ensure the accuracy of such statements.

Do not upload, post, email, otherwise transmit or post links to any Content, or select any member or user name or email address, that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.

Do not stalk or otherwise harass other users.

Do not upload, post, email, otherwise transmit or post links to any Content that promotes illegal activity, including without limitation the provision of instructions for illegal activity.

Do not upload, post, email, otherwise transmit or post links to any Content that exploits the images of children under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age.

Do not impersonate any person or entity, including, but not limited to, a MyAuditions official, employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.

Do not upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose

Do not disrupt the normal flow of dialogue in a chat room, cause a screen to "scroll" faster than other users of the Products and Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.

Do not disobey any MyAuditions Chat hosts, moderators, or other MyAuditions employee or representative or interfere with any action by any MyAuditions Chat host or other MyAuditions employee or representative to redress any violation of these Terms and Conditions.

Do not access any MyAuditions Communities' service after your account or access has been terminated by MyAuditions.

Do not upload, post, email, or otherwise transmit, or post links to any Content that facilitates hacking.

Do not interfere with or disrupt the Products and Services or servers or networks connected to the Products and Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Products and Services, including without limitation MyAuditions Chat hosts.

Violations of these Terms and Conditions in connection with the use of MyAuditions Communities should be reported to: Community Manager

Please read the entire Terms and Conditions as all MyAuditions properties, Products and Services are subject to these Terms and Conditions.

14. MYAUDITIONS SHOP
MyAuditions Shop Service ("MyAuditions Shop") is made available only to those users who are of the legal age of consent in their jurisdiction. You may not use MyAuditions Shop if you have not reached that age or, in any event, if you are less than eighteen (18) years old. You may only use MyAuditions Shop if you are a United States resident and may only use MyAuditions Shop from locations within the United States for transactions to be completed within the United States. By accepting these Terms and Conditions, you represent and warrant that you are a United States resident and are using MyAuditions Shop at a location within the United States for a transaction to be completed within the United States.

Users are obligated to submit information that is true, accurate, current, and complete. By accepting these Terms and Conditions, you represent and warrant that all such information submitted by you is true, accurate, current, and complete. Users are also required to maintain and update all such information in order to ensure that it remains true, accurate, current, and complete. Each time you update such information, you represent and warrant that such information is true, accurate, current, and complete.

By submitting an order to purchase any goods or services from individual Merchants, users are obligated to complete such transactions, subject to the individual Merchant's terms and conditions governing such transactions. Users are prohibited from submitting orders to purchase goods or services where they do not intend to complete such transactions.

Each user may use one password and may not use additional passwords. Each user is required to use his or her password for his or her own use only. Users may not permit others to use their passwords.

Users may not purchase goods or services that they are prohibited from purchasing or possessing by any law applicable to them in their jurisdictions. The responsibility for ensuring compliance with all applicable laws shall be the user's alone. By submitting an order to purchase goods or services, you represent and warrant that you have the legal right to purchase and possess such goods or services.

MyAuditions does not charge users for their use of MyAuditions Shop. MyAuditions, however, does charge Merchants certain fees for operating online stores, including transactional fees. MyAuditions reserves the right to alter these fees from time to time, without notice. Please check the fee schedule regularly for changes in fees.

MyAuditions has no partnership, joint venture, employer-employee, or franchisor-franchisee relationship with any Merchant accessible through MyAuditions Shop or with any user of MyAuditions Shop. MyAuditions cannot confirm that any particular Merchant is who that Merchant claims to be. Nor can MyAuditions confirm the truth or accuracy of any statements made by Merchants or control whether Merchants who post statements through MyAuditions Shop will act in accordance with those statements. MyAuditions will not get involved in any dispute between users of the Service and Merchants accessible through MyAuditions Shop.

LIKE OTHER AREAS OF MYAUDITIONS PRODUCTS AND SERVICES, YOUR USE OF MYAUDITIONS SHOPIS SUBJECT TO THE CAPITALIZED LANGUAGE SET FORTH ABOVE REGARDING DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY. PLEASE RE-READ THOSE PROVISIONS CAREFULLY.

As with all other aspects of the Products and Services, by using MyAuditions Shop, you hereby agree that you shall be responsible for all tax obligations and costs that arise from or relate to your use of MyAuditions Shop, including, without limitation, tax obligations and costs for any transactions that arise from or relate to your use of MyAuditions Shop. MyAuditions Shop uses certain software licensed from Taxware International, Inc. ("Taxware") in order to calculate sales, use, and/or other tax obligations ("Taxes") for transactions that users enter into with Merchants. This software is subject to certain limitations. For example, the accuracy of the calculations depends upon the accuracy of data entered by Merchants. In addition, the application of tax laws to particular transactions can be a matter of judgment. MyAuditions Shop may also not reflect particular exemptions or special rules contained in various states' sales and use tax laws which apply to sales or use of certain types of property. Furthermore, Tax laws and applicable Tax rates are subject to change. Taxware has disclaimed any and all responsibility for incorrect Tax rate data of which it does not have actual knowledge. ULTIMATELY, MYAUDITIONS HAS NO CONTROL OVER, AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR, THE TAXWARE SOFTWARE AND ANY TAX CALCULATIONS PERFORMED BY THE TAXWARE SOFTWARE. MyAuditions is not an agent of any Merchant for Tax calculation purposes. Nor is MyAuditions the agent of any Merchant for the collection, withholding, or deposit of any Tax. PLEASE BE ADVISED THAT YOU REMAIN RESPONSIBLE FOR ALL TAX OBLIGATIONS IN CONNECTION WITH YOUR PURCHASES. BY OPERATING THE TAXWARE SOFTWARE IN CONNECTION WITH THE SERVICE, MYAUDITIONS IS NOT PROVIDING TAX ADVICE. YOU ARE ADVISED TO SEEK INDEPENDENT TAX ADVICE FROM A QUALIFIED TAX PROFESSIONAL. THE CAPITALIZED LANGUAGE ABOVE REGARDING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SHALL APPLY TO THE TAXWARE SOFTWARE. PLEASE READ THOSE PROVISIONS CAREFULLY.

15. MYAUDITIONS AUCTIONS
MyAuditions Auctions is made available only to those users who are of the legal age of consent in their jurisdiction. You may not use MyAuditions Auctions if you have not reached that age or, in any event, if you are less than eighteen (18) years old. All users making bids through MyAuditions Auctions are required to honor their bids. Winning bids may not be retracted, except in exceptional situations, such as where the description of the item was false or erroneous, where the seller materially alters the item's description, or where the seller's identity cannot be authenticated. By making a bid you are certifying that you have the legal right to make that bid and the necessary resources to honor that bid. Similarly, when a seller receives a winning bid for the seller's listing, the seller is required to complete the transaction.

Each user is restricted to a single password and may not use additional passwords. Each user is required to use his or her password for his or her own use only. Users may not permit others to use their passwords.

The responsibility for ensuring that any purchase or sale of items complies with all applicable laws shall be the user's alone.

Users may not employ MyAuditions Auctions to make any advertisements, offers for sale, or any other statements that are misleading. For example, and without limitation, users may not make offers that do not include the total price, and users may not make offers that will be filled with products or services other than those identified in the offer.

Items listed for Dutch auctions must be identical in features such as size, color, make, and model. No more than 7 listings may be used to promote identical items, regardless of whether the items are listed for Dutch auctions or other types of auctions.

Users will be given the opportunity to provide feedback regarding items purchased through MyAuditions Auctions. In providing such feedback, users may not submit feedback for themselves, nor may users employ second accounts or third parties to submit positive feedback about themselves. Users may not use second accounts or third parties to submit negative feedback about others.

MyAuditions has the right, in its sole discretion, to limit the size of any postings that users may make through MyAuditions Auctions and to limit the amount of time that such postings will be retained.

MyAuditions charges certain fees for listings and charges fees based on each transaction resulting from MyAuditions Auctions. MyAuditions reserves the right to alter these fees from time to time, without notice. Please check the fee schedule regularly for changes in fees.

By using MyAuditions Auctions, you hereby agree that you shall be solely responsible for all tax obligations and costs that arise from or relate to your use of MyAuditions Auctions, including, without limitation, tax obligations and costs for any transactions that arise from or relate to your purchase or sale of any goods or services through MyAuditions Auctions.

The information made available through MyAuditions Auctions is information that has been created by third parties over whom MyAuditions exercises no control. MyAuditions merely provides a forum in which sellers may make items available and buyers may bid on those items. MyAuditions has no involvement in the actual transactions between sellers and buyers. By using MyAuditions Auctions, you hereby acknowledge and agree that MyAuditions has no agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship with any user of MyAuditions Auctions.

MyAuditions cannot confirm that any particular user is who that user claims to be. Nor can MyAuditions confirm the truth or accuracy of any statements made by users. MyAuditions has provided a feedback mechanism to help users made judgments about other users, but MyAuditions cannot guarantee the truth or accuracy of the statements made available through that feedback mechanism. Nor can MyAuditions guarantee that this feedback mechanism will perform to users' satisfaction. PLEASE EXERCISE CAUTION IN USING MYAUDITIONS AUCTIONS AND IN INTERACTING WITH ANY PERSONS YOU ENCOUNTER THROUGH MYAUDITIONS AUCTIONS. YOU SHOULD TREAT PERSONS YOU ENCOUNTER WITH THE SAME CAUTION THAT WOULD BE PRUDENT WHEN APPROACHING A STRANGER.

LIKE OTHER AREAS OF MYAUDITIONS PRODUCTS AND SERVICES, YOUR USE OF MYAUDITIONS AUCTIONS IS SUBJECT TO THE CAPITALIZED LANGUAGE SET FORTH ABOVE REGARDING DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY. PLEASE RE-READ THOSE PROVISIONS CAREFULLY.

MyAuditions shall not be responsible for any of the information made available through MyAuditions Auctions or for whether any particular user acts in accordance with his or her statements posted through MyAuditions Auctions. PLEASE EXERCISE CAUTION IN USING MYAUDITIONS AUCTIONS AND IN INTERACTING WITH ANY PERSONS YOU ENCOUNTER THROUGH MYAUDITIONS AUCTIONS. YOU SHOULD TREAT PERSONS YOU ENCOUNTER THROUGH MYAUDITIONS AUCTIONS WITH THE SAME CAUTION THAT WOULD BE PRUDENT WHEN APPROACHING ANY STRANGER. You may wish to consider using a third party escrow service to provide additional user verification.

MyAuditions will not get involved in any dispute between users of MyAuditions Auctions.

Please read the entire Terms and Conditions as all MyAuditions properties, Products and Services are subject to these Terms and Conditions.

16. MYAUDITIONS CLASSIFIEDS
Use of MyAuditions Classifieds is restricted to users who are at least 18 years of age.

Users may not make duplicate listings, which shall mean that users may not make any listing that contains 60% or more of the same characters of any other listing, without regard to the categories of the respective listings.

MyAuditions Classifieds may not be used to post personal advertisements.

By using MyAuditions Auctions, you hereby agree that you shall be solely responsible for all tax obligations and costs that arise from or relate to your use of MyAuditions Auctions, including, without limitation, tax obligations and costs for any transactions that arise from or relate to your purchase or sale of any goods or services through MyAuditions Auctions.

MyAuditions cannot confirm that any particular user is who that user claims to be. Nor can MyAuditions confirm the truth or accuracy of any statements made by users. MyAuditions has provided a feedback mechanism to help users made judgments about other users, but MyAuditions cannot guarantee the truth or accuracy of the statements made available through that feedback mechanism. Nor can MyAuditions guarantee that this feedback mechanism will perform to users' satisfaction. PLEASE EXERCISE CAUTION IN USING MYAUDITIONS AUCTIONS AND IN INTERACTING WITH ANY PERSONS YOU ENCOUNTER THROUGH MYAUDITIONS AUCTIONS. YOU SHOULD TREAT PERSONS YOU ENCOUNTER WITH THE SAME CAUTION THAT WOULD BE PRUDENT WHEN APPROACHING A STRANGER.

LIKE OTHER AREAS OF MYAUDITIONS PRODUCTS AND SERVICES, YOUR USE OF MYAUDITIONS CLASSIFIEDS IS SUBJECT TO THE CAPITALIZED LANGUAGE SET FORTH ABOVE REGARDING DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY. PLEASE RE-READ THOSE PROVISIONS CAREFULLY.

MyAuditions shall not be responsible for any of the information made available through MyAuditions Classifieds or for whether any particular user acts in accordance with his or her statements posted through MyAuditions Classifieds. PLEASE EXERCISE CAUTION IN USING MYAUDITIONS CLASSIFIEDS AND IN INTERACTING WITH ANY PERSONS YOU ENCOUNTER THROUGH MYAUDITIONS CLASSIFIEDS. YOU SHOULD TREAT PERSONS YOU ENCOUNTER THROUGH MYAUDITIONS CLASSIFIEDS WITH THE SAME CAUTION THAT WOULD BE PRUDENT WHEN APPROACHING ANY STRANGER. You may wish to consider using a third party escrow service to provide additional user verification.

MyAuditions will not get involved in any dispute between users of MyAuditions Classifieds.

Please read the entire Terms and Conditions as all MyAuditions properties, Products and Services are subject to these Terms and Conditions.

17. DISCLAIMER REGARDING MULTIMEDIA SEARCH AND OTHER PICTURES, MOVIES, STREAMS AND SOUNDS LOCATED THROUGH MYAUDITIONS
Pictures, movies, streams, and sounds (the "Multimedia Content") located through MyAuditions are protected by copyright and/or other intellectual property laws. MyAuditions does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside MyAuditions, all of the Multimedia Content contained on such sites is owned and served by entities other than MyAuditions. MyAuditions provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through our site for commercial or noncommercial purposes, we strongly suggest that you contact the server of the Multimedia Content for permission to use the Multimedia Content.

18. MYAUDITIONS IMAGE GALLERY
LIMITED LICENSE: Use of MyAuditions Image Gallery indicates your acceptance of the following terms and conditions and MyAuditions Terms and Conditions. The images made available through MyAuditions Image Gallery are copyrighted images which may also be subject to certain other legal rights. You may only utilize each image for personal, home use or for any of the following purposes: criticism, comment, news reporting, teaching (includes multiple copies for classroom use), scholarship or research. You may not create derivative works from an image, display or distribute copies of it, publish it, use it in a performance, or modify it in any manner except size. You may not distribute or sublicense the images nor use the images in any commercial, advertising, marketing or professional manner whatsoever. Neither MyAuditions nor our photo providers will be responsible or liable to you for any direct, incidental, consequential, indirect, or punitive damages that result from your access to or use or misuse of the images displayed on MyAuditions Image Gallery.

19. MYAUDITIONS COMPUTERS DOWNLOAD AND SHAREWARE
MyAuditions Computers Download and Shareware allows you to search for software that has been made available for downloading by various third parties. All such software is provided by entities other than MyAuditions. MyAuditions makes no warranties regarding such software and disclaims all responsibility for such software. IF YOU INTEND TO DOWNLOAD SUCH SOFTWARE, YOU SHOULD CAREFULLY RE-READ THE CAPITALIZED WORDS SET FORTH ABOVE IN THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. Those provisions will have special importance to you. MyAuditions makes its MyAuditions Computers Download and Shareware available subject to all of these Terms and Conditions, including the Disclaimer of Warranties and Limitation of Liability set forth above. MyAuditions cannot guarantee that any software downloaded through MyAuditions Computers Download and Shareware will meet any user's needs, standards, or desired specifications. Although the software available in MyAuditions Computer Download and Shareware has been screened for recommendations and viruses, MyAuditions cannot guarantee that this screening has been performed to the user's satisfaction. MyAuditions cannot and does not guarantee that such software will be free from viruses or errors. If you download such software, you shall bear all risk of viruses, errors, or damage and all other risks resulting from such downloading.

20. PROFESSIONAL INFORMATION DISCLAIMER
MyAuditions makes available certain information provided by third parties related to various professional fields such music. MyAuditions does not give advice in any such fields and in no way endorses any of the information provided in this manner. IF YOU INTEND TO USE ANY SUCH INFORMATION, YOU SHOULD CAREFULLY RE-READ THE CAPITALIZED WORDS SET FORTH ABOVE IN THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. Those provisions will have special importance for you. All information made available through MyAuditions is made available subject to MyAuditions' Terms and Conditions, including the Disclaimer of Warranties and Limitation of Liability set forth above.

MYAUDITIONS STRONGLY SUGGESTS THAT YOU SEEK ADVICE FROM A COMPETENT PROFESSIONAL REGARDING ISSUES IN ANY PROFESSIONAL FIELD.

21. OPEN DIRECTORY DISCLAIMER
MyAuditions makes available certain content through the Open Directory. The directories, and the underlying content, are created entirely by other parties and are solely the responsibility of such other parties. Consequently, MyAuditions cannot, and does not, represent or warrant the reliability, accuracy, and truthfulness of that content. Although periodically MyAuditions may attempt to verify the accuracy of information in the Open Directory, neither MyAuditions nor its agents shall be held liable for any technical inaccuracies, typographical errors or inaccuracies in the links or any information in the Open Directory. In addition, MyAuditions has no control over whether that content is of a nature that users will find inoffensive, tasteful and otherwise acceptable. MyAuditions has NO responsibility for such content; rather, it is merely providing access to such content as a service to you. Just as when you purchase a product or service in any setting, you should exercise appropriate discretion, good judgment and caution in accessing content on the Open Directory and in taking any actions based upon that content. You bear all risk associated with any content that you access. Your accessing of any content through the Open Directory service is subject to your agreement to these
Terms and Conditions. If you proceed to use the Open Directory, you thereby agree to be bound by these Terms and Conditions. The disclaimer of warranties and limitation of liability set forth in capitalized letters above apply to the Open Directory.

22. ADVERTISERS AND CONTENT LINKED TO MYAUDITIONS
MyAuditions may provide, or third parties may provide, links to other sites or resources located on the World Wide Web. MyAuditions has no control over such sites and resources. You acknowledge and agree that MyAuditions 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 MyAuditions 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.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through MyAuditions Products and Services, 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 MyAuditions 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 Product and Services.

MyAuditions encourages you to exercise discretion while using the Products and Services to browse the Internet. MyAuditions may produce automated search results or otherwise link you to sites containing information that some people may find inappropriate or offensive. MyAuditions makes no representations concerning any effort to review the content of any of the sites listed in automated search results, Web Guides or other directories, or of any of the sites otherwise linked to MyAuditions web sites. MyAuditions shall not be held responsible for the accuracy, copyright or trademark compliance, legality, or decency of material contained in sites listed in MyAuditions' search results or otherwise linked to MyAuditions web sites or provided to MyAuditions by third parties.

23. MYAUDITIONS LOGOS AND SEARCH BOXES
MyAuditions offers a non-assignable, non-transferable, and non-exclusive license to link to MyAuditions' web sites, using MyAuditions logos and search boxes, subject to the following provisions. MyAuditions logos and search boxes may be placed on a Web site for the sole purpose of creating a link to MyAuditions and allowing users of your site to access the Products and Services on MyAuditions. MyAuditions logos and search boxes may not be used for any other purpose, including, among other purposes, to suggest sponsorship by, or affiliation with, or endorsement by MyAuditions. MyAuditions logos and search boxes may not be altered in any manner. MyAuditions logos and search boxes must appear by themselves, with reasonable spacing (at least the height of the logo) between each side of the applicable logo or search box and other graphic or textual elements. MyAuditions logos and search boxes may not be used to disparage MyAuditions, its products or services, or in a manner which, in MyAuditions's reasonable judgment, may diminish or otherwise damage MyAuditions's good will in MyAuditions logos. By using any such MyAuditions logo or search box, you acknowledge that MyAuditions has exclusive rights to the logo or search box, and that all good will generated through your use of the logo or search box will inure to the benefit of MyAuditions. If you use MyAuditions logos or search boxes, you must include appropriate attribution, for example: "MyAuditions® is a registered trademark of Carnegie Mellon University, licensed to MyAuditions, Inc." MyAuditions may terminate this license at any time and for any reason or for no reason, without any notice. MyAuditions reserves the right to revoke this license or to alter its terms from time to time, without any notice. MyAuditions reserves the right to take action against any use that does not conform to these provisions.

24. NO LICENSE; INTELLECTUAL PROPERTY OF MYAUDITIONS AND OTHERS
Except as expressly provided, nothing within any of the Products and Services shall be construed as conferring any license under any of MyAuditions or any third party's intellectual property rights, whether by estoppels, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain Content available through and used to operate MyAuditions and the Products and Services is protected by copyright, trademark, patent, or other proprietary rights of MyAuditions and its affiliates, licensors, and service providers. Except as expressly provided to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by MyAuditions in connection with the Products and Services. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by MyAuditions, any of MyAuditions' affiliates, or any of MyAuditions' service providers. You agree not to use any of the trademarks or service marks or other Content accessible through MyAuditions of any purpose other than the purpose for which such Content is made available to users by MyAuditions. You agree not to defame or disparage MyAuditions, the trademarks or service marks of MyAuditions, or any aspect of the Products and Services. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer the Products and Services or any software or programs used in connection with the Products and Services or MyAuditions.

25. INDEMNITY AND RELEASE
By using MyAuditions web sites you agree to indemnify MyAuditions, and its parents, subsidiaries, affiliates, officers, and employees and hold them harmless from any and all claims and expenses, including attorney's fees, arising from your use of MyAuditions web site, your use of the Products and Services, or your submission of ideas and/or related materials to MyAuditions or from any person's use of any account or password you maintain with any portion of MyAuditions, regardless of whether such use is authorized by you. By using MyAuditions, using the Products and Services, or submitting any ideas and/or related materials to MyAuditions, you are hereby agreeing to release MyAuditions and its parents, subsidiaries, affiliates, officers, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to the Products and Services or to any disputes regarding use of ideas and/or related materials submitted to MyAuditions. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT HE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES "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 IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

26. LIMITATION OF ACTIONS
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of MyAuditions or the Products and Services must be filed within one (1) year after such claim or cause of action arises, or forever be barred.

27. COPYRIGHT, TRADEMARK, AND PATENT NOTICES
MyAuditions and MyAuditions.com ® are registered trademarks of MyAuditions. All other marks that appear throughout the Products and Services belong to MyAuditions, members of MyAuditions, or the respective owners of such marks, and are protected by U.S. and international copyright and trademark laws. Any use of any of the marks appearing throughout the Products and Services without the express written consent of MyAuditions or the owner of the mark, as appropriate, is strictly prohibited.

28. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
It is the policy of MyAuditions to respond expeditiously to claims of intellectual property infringement. MyAuditions will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, MyAuditions will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. MyAuditions will terminate access for subscribers and account holders who are repeat infringers. Notices of claimed infringement should be directed to the community manager.

Please put "Notice of Infringement" in the subject line of all such notifications. When MyAuditions removes or disables access to any material claimed to be infringing, MyAuditions may attempt to contact the user who has posted such material in order to give that user an opportunity to respond to the notification, although MyAuditions makes no promise to do so. Any and all counter notifications submitted by the user will be furnished to the complaining party. MyAuditions will give the complaining party an opportunity to seek judicial relief in accordance with the DMCA before MyAuditions replaces or restores access to any material as a result of any counter notification.

29. ARBITRATION, GOVERNING LAW AND FORUM FOR DISPUTES
Unless expressly stated to the contrary elsewhere within the Products and Services, all legal issues arising from or related to the use of the Products and Services shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the Commonwealth of Massachusetts applicable to contracts entered into and wholly to be performed within said state. Any controversy or claim arising out of or relating to these Terms and Conditions or any user's use of the Products and Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Fort Lauderdale, Florida and judgment on the arbitration award may be entered into in any state or federal court in Florida having jurisdiction thereof. Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in Florida having jurisdiction thereof. Except as set forth above, the state and federal courts of
Florida shall be the exclusive forum and venue to resolve disputes arising out of or relating to these Terms and Conditions or any user's use of the Products and Services. By using the Products and Services and thereby agreeing to these Terms and Conditions, users consent to personal jurisdiction and venue in the state and federal courts in Florida with respect to all such disputes.

30. CHANGES IN TERMS AND CONDITIONS AND CHANGES IN PRODUCTS AND SERVICES
MyAuditions reserves the right to modify the Products and Services from time to time, for any reason, and without notice, including the right to terminate the Products and Services. MyAuditions reserves the right to modify these Terms and Conditions from time to time, without notice. Please review these Terms and Conditions from time to time so you will be apprised of any changes.

31. MERGER
These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other agreement, proposals and communications, written or oral, between MyAuditions' representations and you with respect to the subject matter hereof; except that any other terms and conditions located on any individual MyAuditions web site or in connection with the Products and Services are incorporated herein by reference to the extent they do not conflict with these Terms and Conditions. To the extent that any other terms and conditions or terms of service conflict with these Terms and Conditions, those other provisions shall control with respect to the use of the particular web site and any Products or Services available on or through the web site or the respective Product or Service at which those other provisions may be found.

32. NON-WAIVER AND SEPARABILITY
MyAuditions' failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions 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 agree that the other provisions of these Terms and Conditions remain in full force and effect.

33. RELATIONSHIP OF PARTIES
You acknowledge and agree that you and MyAuditions are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other.

34. NO RESALE, ASSIGNMENT, OR SUBLICENSING
You agree not to resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under these Terms and Conditions without prior express written authorization of MyAuditions.

35. SUCCESSORS AND ASSIGNS
Without in any way limiting the prohibition on your resale, assignment, sublicensing, or other transfer of rights or obligations, these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

36. TERMINATION; SURVIVAL
These Terms and Conditions shall continue in effect for as long as you use the Products and Services, unless specifically terminated earlier by MyAuditions. All provisions of these Terms and Conditions which impose obligations continuing in their nature shall survive termination of these Terms and Conditions.

37. COMMUNICATIONS WITH USERS
MyAuditions reserves the right to communicate with you regarding your use of the Products and Services.

38. SUBMISSIONS OF IDEAS
MyAuditions is always improving its Products and Services and developing new features. If you have ideas regarding improvements or additions to MyAuditions, we would like to hear them -- but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO MYAUDITIONS BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO MYAUDITIONS, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO MYAUDITIONS THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT MYAUDITIONS IS FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY MYAUDITIONS, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

39. EXPORT CONTROLS
Certain software, and related documentation or technical information, available through MyAuditions is subject to applicable laws and regulations of the United States pertaining to export controls. By using such software or related documentation or technical information, you represent and warrant that you are not located in, or under the control of, or a national or resident of any embargoed country or any country on the U.S. Department of Commerce's Table of Denial Orders. You agree not to export or re-export such software or related documentation or technical information directly or indirectly to any countries that are subject to United States export restrictions.

40. VIOLATIONS OF TERMS AND CONDITIONS
Should you violate these Terms and Conditions or any other rights of MyAuditions and MyAuditions, MyAuditions reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all user accounts on MyAuditions web site.

If you are aware of any violations of these Terms and Conditions, please contact us.

We hope your enjoyment of MyAuditions' Products and Services will be enhanced by the application of these Terms and Conditions. It is our belief that your understanding of the guidelines we have set forth will allow MyAuditions to continue to be a place where each of us can prosper, grow, and enjoy ourselves within an open and non-threatening environment. Thank you for taking the time to read these Terms and Conditions and we hope you enjoy our the Products and Services of MyAuditions.

 

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