Welcome to the Adoptic, Inc. (“Adoptic”) website – www.adoptic.com – and the blog promotion platform operated by Adoptic (the “Adoptic Service”). These Terms of Use are for the customers, members, users, and others who visit and use the Adoptic Service (collectively or individually “Users”).

BEFORE USING THE ADOPTIC SERVICE, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS OF USE. By accessing, browsing, and/or using THE ADOPTIC SERVICE, you acknowledge that you have read, understood, and agree to be bound by the following terms, including THE GUIDELINES BELOW, AND any FUTURE modifications (collectively, the “TeRMS”). If you do not agree to theSE TermS, THEN please do not use THE ADOPTIC SERVICE.

NOTE TO KIDS under 13 years of age: The ADOPTIC SERVICE is not FOR persons under the age of 13. If you are under 13 years of age, then please do not use the Adoptic Service. Talk to your parents about what sites are appropriate for you.

1. Privacy Policy. Your privacy is important to Adoptic. Adoptic’s Privacy Policy is hereby incorporated into these Terms by reference. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.

2. Individual Features and Services. When using the Adoptic Service, you will be subject to any additional posted guidelines or rules applicable to specific services, offers and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.

3. Modification of the Terms. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. We will notify you of material changes to these Terms via e-mail sent to the e-mail address you provided during the registration process. Your continued use of the Adoptic Service after notice of changes is sent by Adoptic constitutes your binding acceptance of such changes. Please note that additional and/or different conditions and terms of use may apply to media, contests, competitions, or services provided through one or more of our partners or business associates, and you should refer to those before using such services.

4. Ownership; Proprietary Rights. The Adoptic Service is owned and operated by Adoptic, Inc. (“Adoptic”). The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Adoptic Service that are provided by Adoptic (“Adoptic Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. For clarity, Adoptic Materials do not include User Submissions or any other content owned by and submitted by Adoptic Users to the Adoptic Service. All Adoptic Materials contained on the Adoptic Service are the copyrighted property of Adoptic or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Adoptic or its affiliates and/or third-party licensors. Except as expressly authorized by Adoptic, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Adoptic Materials.

5. Blog Promotion. The Adoptic Service allows Users to promote their blog posts within the blogs of other Users via an “ad” that Users create within the Adoptic Service (“Adoptic snippet”). When a User inserts the Adoptic “widget” within such User’s blog in accordance with the instructions within the Adoptic Service, such widget will display Adoptic snippets created by other Users (each such display, an “Impression”), as further described within the Adoptic Service. When your blog delivers Impressions of Adoptic snippets created by other Users, you earn credits that you can use to purchase Impressions of your Adoptic snippet on the blogs of other Users that have correctly inserted the Adoptic widget within their blogs. Such credits have no cash value and cannot be redeemed for anything other than for Impressions of your Adoptic snippets on other User blogs. The number of Impressions your blog must deliver in order to receive credits, and the number of credits required to purchase Impressions of your own Adoptic snippets, shall be as set forth within the Adoptic Service and is subject to change from time to time in the sole discretion of Adoptic. The specific Adoptic snippets that shall be displayed within your blog, and the specific blogs that shall display your Adoptic snippet, shall be determined by the Adoptic Service. Adoptic does not guarantee that use of the Adoptic Service will increase visitor traffic to your blog.

6. Non-Commercial Blogs Only. The Adoptic Service is for use with non-commercial blogs only; accordingly, you agree not to use the Adoptic Service in connection with any blog or blog post that offers any products or services.

7. Monitoring Users and Content. Adoptic does not control the content posted by Users and does not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for all content and material that you submit on the Adoptic Service. If at any time, Adoptic chooses, in its sole discretion, to monitor the content, Adoptic nonetheless assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content.

8. User Submissions.

8.1 The Adoptic Service may permit the submission, sharing and publishing of media, audio and video recordings, or other content by you and other users, including an image that identifies your blog and a portion of your blog posts (“User Submissions”), and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Adoptic does not guarantee any confidentiality with respect to any User Submissions.

8.2 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/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Adoptic to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by Adoptic and these Terms, and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by Adoptic and these Terms.

8.3 For clarity, you shall retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to Adoptic, you hereby grant Adoptic a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit your User Submissions in connection with the Adoptic Service and Adoptic’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Adoptic Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant to each user of the Adoptic Service a non-exclusive license to access your User Submissions through the Adoptic Service, and to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions as permitted by the functionality of the Adoptic Service and these Terms. The aforementioned licenses will terminate when User or Adoptic removes User’s Submission(s) from the Adoptic Service.

8.4 In connection with User Submissions, you further agree that you will not: (i) submit material that is not authorized by the copyright owner, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post and sell the material and to grant Adoptic all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Adoptic or any third party; (iii) submit material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. Adoptic does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Adoptic expressly disclaims any and all liability in connection with User Submissions. If notified by a user or a content owner of a User Submission that allegedly does not conform to these Terms, Adoptic may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Submission, which it reserves the right to do at any time. Additionally, Adoptic may, at any time, remove any User Submission that in the sole judgment of Adoptic violates this Agreement.

8.5 You understand your use of the Adoptic Service will cause your blog to display User Submissions from a variety of sources, and that Adoptic is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that your blog may display User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Adoptic with respect thereto, and agree to indemnify and hold Adoptic, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Adoptic Service.

8.6 You understand that the User Submissions, whether or not linked or embedded into other websites, are provided to you only on an “as-available” basis and Adoptic does not guarantee that their availability will be uninterrupted or bug free. Adoptic reserves the right to discontinue any aspect of the Adoptic Service at any time, including the right to discontinue the display of any User Submissions or linked or embedded content either generally or specifically.

9.Prohibited Uses.

9.1 As a condition of your use of the Adoptic Service, you will not use the Adoptic Service for any purpose that is unlawful or prohibited by these Terms. Access to the Adoptic Materials and the Adoptic Service from territories where their contents are illegal is strictly prohibited. Adoptic Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.

9.2 Any use by User of any of the Adoptic Materials other than for private, non-commercial use is strictly prohibited.

9.3 You may not use the Adoptic Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Adoptic Service. You may not intentionally interfere with or damage the operation of the Adoptic Service or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Adoptic Service, features that prevent or restrict the use or copying of any content accessible through the Adoptic Service, or features that enforce limitations on the use of the Adoptic Service. You may not attempt to gain unauthorized access to the Adoptic Service, or any part of it, other accounts, computer systems or networks connected to the Adoptic Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Adoptic Service or any activities conducted on the Adoptic Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Adoptic Service. You agree neither to modify the Adoptic Service in any manner or form, nor to use modified versions of the Adoptic Service, including (without limitation) for the purpose of obtaining unauthorized access to the Adoptic Service.

9.4 The Adoptic Service may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Adoptic Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Adoptic Service.

9.5 You may not utilize framing techniques to enclose any trademark, logo, or other Adoptic Materials without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Adoptic’s name or trademarks without our express written consent.

9.6 You may not deep-link to the Adoptic Service and will promptly remove any links that Adoptic finds objectionable in its sole discretion. You may not use any Adoptic logos, graphics, or trademarks as part of the link without our express written consent.

9.7 You may not send junk mail to other Users, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.

10. Account Information. You agree that the information you provide to Adoptic upon purchase or member registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.

11. Password. When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password, you will immediately notify Adoptic. You may be liable for the losses incurred by Adoptic or others due to any unauthorized use of your account.

12. User Communications. Under these Terms, you consent to receive communications from Adoptic electronically. We will communicate with you by email or by posting notices on the Adoptic Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

13. User Service; Feedback. Please visit our Contact Us information page for further assistance.

14. Availability of Service. Adoptic may make changes to or discontinue any of the features, products, or services available within the Adoptic Service at any time, and without notice.

15. Notice. Except as explicitly stated otherwise, legal notices shall be sent to the email address you provide to Adoptic during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process. In such case, notice shall be deemed given three days after the date of mailing.

16. Violations; Termination. You agree that Adoptic, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have at the Adoptic Service or your use of the Adoptic Service, and remove and discard all or any part of your account or any User Submission, at any time. Adoptic may also in its sole discretion and at any time discontinue providing access to the Adoptic Service, or any part thereof, with or without notice. You agree that any termination of your access to the Adoptic Service or any account you may have or portion thereof may be effected without prior notice, and you agree that Adoptic shall not be liable to you or any third-party for any such termination. Adoptic does not permit copyright infringing activities on the Adoptic Service, and reserves the right to terminate access to the Adoptic Service, and remove all content submitted, by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Adoptic Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Adoptic may have at law or in equity.

17. Disclaimers; No Warranties. THE ADOPTIC SERVICE AND ANY THIRD-PARTY, MEDIA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ADOPTIC SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADOPTIC, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

AOPDTIC, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FEATURES CONTAINED IN THE ADOPTIC SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ADOPTIC SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ADOPTIC, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ADOPTIC SERVICE IN TERMS OF IT CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT ADOPTIC NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, OR OTHERWISE OBTAIN MEDIA, MATERIAL, OR OTHER DATA THROUGH THE USE OF THE ADOPTIC SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL OR DATA.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

18. Indemnification; Hold Harmless. You agree to indemnify and hold Adoptic, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Adoptic Service, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Adoptic reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

19. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ADOPTIC OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE ADOPTIC MATERIALS ON THE ADOPTIC SERVICE, THE ADOPTIC SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH ADOPTIC, EVEN IF ADOPTIC OR A ADOPTIC AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ADOPTIC’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL ADOPTIC’S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE ADOPTIC SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN ADOPTIC AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE ADOPTIC SERVICE OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE ADOPTIC SERVICE.

Digital Millennium Copyright Act Compliance. If you are a copyright owner or an agent thereof, and believe that any User Submission or other content hosted on the Adoptic Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) in accordance with our DMCA Policy.

20. Miscellaneous.

20.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

20.2 Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or the Adoptic Service shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

20.3 Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.

20.4 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

20.5 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Adoptic without restriction.

20.6 Survival. Sections 1-4, 7-12, and 14-20 will survive any termination of these Terms.

20.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

20.8 Entire Agreement. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by Adoptic as set forth in Section 3 above.

20.9 Claims. YOU AND ADOPTIC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ADOPTIC SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

20.10 Disclosures. The services hereunder are offered by Adoptic, Inc.,. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.