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Terms And Conditions

Terms and Conditions of Use Effective Date: August 16th, 2010

These terms of use, as modified or amended from time to time ("Terms") are a binding contract between improve, ltd. ("Improve.com" or "we" or "our" or "us") and you ("you" or "your"). Before using the Improve.com website (the "Site"), please read these terms relating to your use of the site carefully. By using the site, you agree to be bound by these terms, and you agree to follow the guidelines and policies that Improve.com may post on the site or provide to you from time to time. If you do not agree to these terms, you are not authorized to use the site, in which case you should immediately exit and not use the site. Improve.com makes the site content and information on the site available to you conditioned upon your acceptance, without modification, of the terms. These terms apply to all users, Including visitors to the siteand registered members. If you wish to become a registered user, communicate with other registered users and make use of Improve.com's services, you must read this agreement and also indicate your acceptance during the registration process.

1.   Description of site; Minimum age requirement

Our Site is a popular place to find instructions on how to do a variety of things. You and other users of our Site have access to thousands of articles that are intended to provide directions on Improve. Many of these articles are authored by people from around the world, and represent a diversity of perspectives, experience and approaches to issues that may be of interest to you. Site is also a platform for you to share your ideas with others. In return for our display of your article(s) for any period of time, you grant ownership in such article(s) to Improve.com as described in Section 5 hereof. We invite you to comment on Improve.com articles. This Site is intended for use by persons who are at least 18 years old, or the legal age required to form a binding contract in your jurisdiction if that age is greater than 18. By using the Site, you represent and warrant that you are at least 18 years old and of legal age to form a binding contract, and you hereby ratify any prior grant of rights, consents, agreements, assignments and waivers made by you. If you choose to set up an Account, your Account may be used only by you. If you are not 18 years of age, or the age of majority in your jurisdiction, and you use the site and submit articles, then when you reach the age of majority, you will be deemed to have ratified these terms and conditions automatically, and without further action.

2.   Modifications to terms

You agree that from time to time we may, at our sole discretion, modify, add or remove any or all parts of these Terms and the Privacy Policy. Such modifications will be effective immediately upon posting of the modified Terms to the Site. Your continued use of the Site following the posting of changes to these Terms will mean that you accept those changes. To update the Terms, we will post both the changed version and its effective date on the Site. As such, we encourage you to check back regularly to review these Terms and any updates thereto.

3.   Modifications to site

You may use the Site only when and as available. We reserve the right from time to time to temporarily or permanently modify or discontinue, and restrict or block access to, the Site (or any part thereof) without notice. We may temporarily or permanently modify or remove any part or all content from the Site at any time without any notice to you. We will not be liable to you or any third party for any such modification, suspension, discontinuance or removal and any such action by us will not affect Improve.com's ownership in the Content as stated herein.

4.   Posting comment on/Submitting content to the site; representations and warranties

By displaying or publishing ("posting") any content on the Site or submitting any content to the Site, including without limitation articles, text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and other works of authorship (collectively, "Content"), you warrant and represent that (a) you own all rights in the Content and the performance contained in your Content or, alternatively, you have acquired all necessary rights in the Content to enable you to grant to Improve.com the rights in the Content described herein and for us to exercise the rights with respect to such Content that you grant herein; (b) the Content has not previously appeared on any other website or online medium. (c) you have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of the Content; (d) you are the individual pictured, depicted, and/or heard in the Content, or, alternatively, you have obtained permission (and, if applicable, publicity rights) from each person (including consent from parents or guardians for any individual under the age of eighteen (18)) who appears and/or is heard in the Content to grant the rights to Improve.com described herein; (e) you will make such permissions available to Improve.com upon request; and (f) the Content is not defamatory in nature, does not infringe the intellectual property rights, privacy, rights to publicity or any other legal or moral rights of any third party. You agree to keep all records necessary to establish that the Content does not violate any of the foregoing representations and warranties and to make such records available upon the request of Improve.com all without the violation of any other person's intellectual property or other rights or of any laws or regulations. To post Content on or have Content posted to the Site, you must first complete the Site registration process to create an account with a user name and password (the "Account"). You agree to provide accurate current and complete information during the registration process, when contributing or submitting Content or when otherwise using the Site. You also agree that you will review, maintain, correct and update such information in a timely manner to maintain its accuracy and completeness. You agree to safeguard your user name and password, and you authorize us to accept any use of the Site through your Account as being used by you or someone authorized to act for you. You agree to be liable for any Content posted or submitted using your Account and for any transactions associated with your Account. You agree that we can rely upon the contact and other information that is supplied to us using your Account and that we will rely upon such information. You agree and acknowledge that your Account is non-transferable and non-assignable.

5.   Ownership of rights

By posting on and/or submitting Content to the Site, you grant sole ownership of all copyrights and other intellectual property and proprietary rights in such Content to Improve.com and Improve.com acquires all of the rights that go along with such ownership, including without limitation the sole and exclusive right to publish, perform, reproduce, modify, transmit, distribute, display (including in each case by means of a digital audio transmission), create derivative works of, sublicense (through unlimited levels of sublicense), and sell the Content, in any form, media, or technology now known or later developed throughout the world. You will retain no ownership interest or rights in the Content or in the copyright of the Content. Without our prior written consent, you will have no right to publish or reproduce the Content. You also hereby waive any moral or personal rights you may have in such Content under the laws of any jurisdiction and all rights to any compensation, past or future, that may be generated from the Content. For purposes of any applicable copyright laws, the Content shall be considered work made for hire. Alternatively, by agreeing to these terms, you assign any copyright interest in the Content to Improve.com. Accordingly, all of the rights to the Content shall vest in Improve.com, as the Content's sole and absolute owner. Only Improve.com shall have the right to apply for any copyright with respect to the Content, including the copyright for any renewed or extended terms. You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms. You agree that we may (but are not obligated to) display the Content, and your username or your actual name along with the Content. You acknowledge that the posting of the Content for any period of time is sufficient consideration for the rights granted herein to Improve.com.

6.   Prohibited conduct

You agree not to post on or submit to the Site any Content or any other materials whatsoever that is or could appear to be: (a) untrue, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive to another person's privacy or protected data, hateful, or racially, ethnically or otherwise objectionable; (b) infringing or alleged to be infringing upon a third party's intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any Content that is the subject of any third party claim of infringement; (c) of a type that you do not have a right to transmit under any law or under contractual or fiduciary relationships, such as inside information and proprietary and confidential information; (d) unsolicited, undisclosed or unauthorized advertising; (e) software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (f) data or information obtained through access that was not authorized by the owner of the data or information, or with respect to which such posting would constitute unauthorized use; or (g) in violation of any applicable local, state, national or international law, regulation, or statute (including export laws).

7.   Prohibited conduct

You agree not to do, or attempt to do, any of the following, subject to applicable law: (a) access or use the Site or any service on the Site in any way that violates or is not in full compliance with any applicable local, state, national or international law, regulation, or statute (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with these Terms; (b) access, tamper with, or use services or areas of the Site that you are not authorized to access; (c) alter information on or obtained from the Site; (d) tamper with postings, registration information, profiles, submissions or Content of other users; (e) use any robot, spider, scraper or other automated means or interface not provided by us to access the Site or extract data or gather or use information, such as email addresses, available from the Site or transmit any unsolicited advertising, "junk mail," "spam," or "chain letters"; (f) frame any part of the Site, or link to the Site, or otherwise make it look like you have a relationship to us or that we have endorsed you or your Content for any purpose except as expressly permitted in writing by Improve.com; (g) impersonate or misrepresent your affiliation with any person or entity; (h) reverse engineer any aspect of the Site or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Site (except as otherwise expressly permitted by law); (i) send to or otherwise impact us or the Site (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware," "adware" or other code that could adversely impact the Site or any recipient; or (j) take any action which might impose a significant burden (as determined by us) on the Site's infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Site.

8.   Monitoring of site content

We are under no obligation to restrict or monitor Site Content in any way. YOU UNDERSTAND AND ACKNOWLEDGE THAT Improve.com DOES NOT REGULARLY MONITOR THE ACCURACY OR RELIABILITY OF CONTENT. Notwithstanding the foregoing, we reserve the right to modify or remove any Content at any time. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third parties, including other users, are those of the respective author(s) or distributor(s) and not of Improve.com. Improve.com neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on this Site by anyone other than authorized Improve.com employees acting in their official capacities.

9.   Protection of site content

Our Site is protected by intellectual property laws and you agree to respect them. Improve.com grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license, under the rights Improve.com has in the Content, to privately display the Content on your computer for your own personal, noncommercial purposes, and to print a reasonable number of copies of the Content as needed for that use. Improve.com reserves all other rights in the Content and Improve.com does not, directly or by implication, by estoppel or otherwise, grant any rights or licenses to you under these Terms. Except as expressly stated in this paragraph, you may not reproduce, distribute, modify, publicly perform or display, or prepare derivative works of any Content without prior written consent from Improve.com. You agree not to reverse engineer any Content consisting of downloadable software, unless specifically authorized by Improve.com or otherwise permitted by law.

10. Privacy policy

Please see our Privacy Policy. Our Privacy Policy is part of and incorporated into these Terms. We reserve the right to contact you in connection with our or your compliance with and performance of these Terms (including without limitation the license rights granted hereunder) or any Content or activities relating to the Site.

11. Termination of cancellation

You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate these Terms, your access to the Site, and/or your Account, or suspend or block your access to the Site. If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Site or by sending a communication to any address (email or otherwise) that we have for you in our records. You will still be liable for any breaches of these Terms and/or obligations incurred before the Terms end. If you use the Site after termination of these Terms, that use will constitute your agreement to the Terms then posted on the Site. The provisions entitled "Posting Content on/Submitting Content to the Site; Representations and Warranties," "Ownership of Rights," "Indemnification," "Disclaimer of Warranties," "Exclusion of Damages; Limitation of Liability," "Additional Terms", the Privacy Policy, and any other terms which by their nature appear to be intended to survive the termination of the terms, will survive termination of these Terms.

12. Dealings with merchants; Links

The Site contains advertisements, offers, or other links to other websites and resources of third parties that we do not control. That information, as well as advertisements, may or may not be or remain wholly accurate. You acknowledge and agree that Improve.com is not responsible or liable for (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products or services on or available from such sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links at your own risk. Improve.com's Privacy Policy is applicable only when you are on our Site. Once you choose to link to another website, you should read and understand that website's privacy statement before disclosing any personal information. Your correspondence or business dealings with, or participation in promotions of, third party merchants or advertisers that are found on or through the Site or which provide links on the Site, including, for example, "click to purchase" and other similar programs, 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 merchant or advertiser. You waive any claim against Improve.com and agree to hold Improve.com harmless from any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such merchants or advertisers on the Site.

13. Indemnification

As a condition of your access to and use of the Site, you agree to hold Improve.com, and their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns, harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including but not limited to attorneys' fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the Site and the content therein; (ii) your violation of these Terms (including terms incorporated into them, e.g., the Privacy Policy and Supplemental Terms), and any applicable law or the rights of another person or party; (iii) any dispute you have or claim to have with one or more users of the Site; (iv) Improve.com's resolution (if any) of any dispute you have or claim to have with one or more users of the Site; (v) your improper authorization for Improve.com to collect, use or disclose any data or Content provided by you; and (vi) any disclosures made with your permission (including, without limitation, your consent that Improve.com disclose your personal information and other information collected as set forth in our Privacy Policy). Furthermore, you fully understand and agree that: (a) Improve.com will have the right but not the obligation to resolve disputes between users relating to the Site and Improve.com's resolution of a particular dispute does not a create an obligation to resolve any other dispute; and (b) Improve.com's resolution of a dispute will be final with respect to the Site.

14. Disclaimer of warranties

The site may contain advice, opinions, instructions and statements from improve.com, its users and other content and information providers. This content is intended to be used for informational and entertainment purposes only. You use the site and content at your own risk. We strongly urge you to consult a professional or some other authority in the appropriate field before using any of the content. The site is provided by improve.com on an "as is" and "as available" basis. To the maximum extent permitted by law, improve.com makes no representations, warranties or conditions of any kind, express or implied, as to the operation of the site or the information or content included on the site. Improve.com makes no representations or warranties that the site will be uninterrupted, error-free, virus-free, secure, or timely. to the maximum extent permitted by law, improve.com expressly disclaims all representations, warranties or conditions of any kind, whether express or implied, including but not limited to the implied representations, warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement and those arising from a course of dealing, trade, usage or performance. Some jurisdictions do not allow limitations on implied warranties, and therefore some of the above limitations may not apply to you. We urge you to keep backup copies of content and other material, if any, that you maintain on or use with the site. If your use of the site results in the need for servicing or replacing property, material, equipment or data, we are not responsible for any resulting costs or damages. Without limiting any of the foregoing, Improve.com makes the following specific disclaimers for the following categories of information: INVESTMENT & FINANCIAL INFORMATION: The Content located on the Site should not be interpreted as financial or investment advice nor should it be interpreted as creating any kind of investment advisor or financial advisor relationship. You should NOT rely upon the financial and investment information or opinions provided herein and you should conduct your own independent research and consult with your personal investment advisor before making an investment or financial decision. You are solely responsible for any investment and financial decisions, omissions or actions you take. Neither Improve.com, its affiliates, nor any of their respective agents, employees, information providers or content providers shall have any liability for your financial/investment decisions based upon, or the results obtained from, the Content on the Site. MEDICAL & HEALTH INFORMATION: The Content located on the Site should not be interpreted as medical or health advice. The Content should not be used to diagnose, treat or cure any medical or health condition nor should it be interpreted as creating any kind of doctor-patient or health/medical advisor relationship. You should NOT rely upon the medical, health, dietary, nutritional or other professional information or opinions provided and you should always speak to your personal health care provider before beginning, changing or stopping any medication or any treatment for a health problem. You are solely responsible for any decisions, omissions or actions you take based on choosing to seek or not to seek professional medical care, or choosing or not choosing specific treatments. Neither Improve.com, its affiliates, nor any of their respective agents, employees, information providers or content providers shall have any liability for your medical, health, dietary or nutritional decisions based upon, or the results obtained from, the Content on the Site. LEGAL INFORMATION: The Content located on the Site should not be interpreted as legal advice nor should it be interpreted as creating any kind of attorney-client or legal advisor relationship. You should NOT rely upon the legal information or opinions provided and you should consult with your personal legal advisor; this Site is not a substitute for an in-person consultation with an attorney, as the applicability of the legal principles discussed at this Website may differ substantially in individual situations or in different states or countries. You are solely responsible for any legal decisions or actions you take or omissions you commit. Neither Improve.com, its affiliates, nor any of their respective agents, employees, information providers or content providers shall have any liability for your legal decisions based upon, or the results obtained from, the Content on the Site.

15. Exclusion of damages; Limitation of liability

To the maximum extent permitted by law, you agree that neither improve.com nor affiliates, officers, directors, employees, agents, attorneys and suppliers, nor each of their respective successors and assigns, will be liable to you and/or any other person for direct, indirect, incidental, punitive, exemplary, special or consequential damages, lost profits, lost revenue, loss of data, loss of privacy, loss of goodwill or any other losses, even if advised of the possibility of such damages and even in the event of fault, tort (including negligence) or strict or product liability. without limiting the foregoing, in no event will the aggregate liability to you of improve.com and their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and suppliers and each of their respective successors and assigns exceed, in total, the amounts paid by you to us, if any. you recognize that you will not be entitled to recover any money damages in the event that improve.com has not paid any money to you even if improve.com has violated your rights under this agreement.

16. Copyright infringement

Improve.com respects the intellectual property rights of others and requests that the people who use the Site do the same. If you believe that your work has been reproduced and is accessible on the Site in a way that constitutes an infringement of your copyright interest, you may notify us by providing our copyright agent with the following information in writing:
a. the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
b. identification of the copyrighted work that you claim has been infringed;
c. identification of the material that is claimed to be infringing and information reasonably sufficient to permit Improve.com to locate the material (for example, by providing a URL to the material);
d. your name, address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f. a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf.
Our designated agent to receive notification of claimed infringement can be reached at:
Copyright Agent
In the event that we conclude that your copyright interest has been infringed, we will remove the infringing material from the Site. It is our policy to terminate in appropriate circumstances any Account for repeated infringement of intellectual property rights, including copyrights, and we also reserve the right to terminate an Account for even one instance of infringement.

17. Customer support

You acknowledge that we have no obligation to provide you with customer support of any kind. However, we may provide you with customer support from time to time, at our sole discretion, provided that you have created an Account and that you submit your customer support inquiries using such Account.

18. Notices and contact information

Except as otherwise provided in these Terms, Improve.com will give you any notices by posting them on the Site. You authorize Improve.com to send notices (including without limitation notice of subpoenas or other legal process, if any) via electronic mail as well if Improve.com decides, in its sole discretion, to do so. You agree to check the Site for notices, and that you will be considered to have received a notice when it is made available to you by posting on the Site. Improve.com may provide notice to any e-mail or other address that you provide during registration. You agree to keep your address current and that notice provided by Improve.com to the address that you have most recently provided will constitute effective notice. We receive many emails and not all of our employees are trained to deal with every kind of communication. Therefore, with the exception of notices related to copyright infringement and removal of licensed material described in Sections 17 and 5 above, respectively, you agree to send us any notice by mailing it to our address for Legal Notices which is: 433 Airport Blvd, Suite 550, Burlingame, CA 94010, U.S.A., Attn: Improve.com Legal Department.

19. Additional terms

a. Agreement to Conduct Transactions Electronically. You agree that all of your transactions with or through the Site may, at our option, be conducted electronically from start to finish. If we decide to proceed non-electronically, those services will still be governed by the remainder of these Terms unless you enter into different terms on a form provided by us. If the law allows you to withdraw this consent or if we are ever required to deal with you non-electronically, we reserve the right to charge or increase fees and you agree to print or make an electronic copy of the Terms and any other contract or disclosure that we are required to provide to you.
b. Compliance with Laws. You are responsible for compliance with applicable local laws, keeping in mind that access to the Site Content by certain persons or in certain countries may not be legal.
c. No Agency; No Third Party Beneficiary. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms. Neither of us intends that any third party will be a beneficiary of or entitled to rely on any part of these Terms.
d. Severance. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible.
e. No Assignment. These Terms (including terms incorporated into them, e.g., the Privacy Policy and Supplemental Terms) are personal to you and you may not transfer, assign or delegate them to anyone without the express written permission of Improve.com. Any attempt by you to assign, transfer or delegate these Terms without the express written permission of Improve.com will be null and void. Improve.com shall have the right to transfer, assign and/or delegate these Terms to one or more third parties without your permission.
f. Jurisdiction; Choice of Law; Export Limitations. This Site is controlled by us from our offices within the United States of America and is directed to U.S. users. If you choose to access this Site from locations outside the U.S., you do so at your own risk and you are responsible for compliance with applicable local laws. You may not use or export anything from the Site in violation of U.S. export laws and regulations or the Terms. These Terms and all performances and claims of every nature (including without limitation, contract, tort and strict liability) relating in any way to any aspect of the Site will be governed by the laws of the State of California, U.S.A., without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. You and Improve.com agree to submit to the personal and exclusive jurisdiction of the courts located within San Mateo County, California. Any disputes regarding such claims or arising under or related in any way to these Terms or the Site shall be heard exclusively in the appropriate forum in California. You hereby consent to jurisdiction in a state or federal court sitting in San Francisco, California, and waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by California or federal law.
g. Limitations on Actions. Any action concerning any dispute you may have with respect to this Site must be commenced within one year after the cause of the dispute arises, or the cause of action is barred.
h. Paragraph Headings. The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect.
i. Entire Agreement. These Terms (including terms incorporated into them, e.g., the Privacy Policy and Supplemental Terms) comprise the entire agreement (the "Entire Agreement") between you and Improve.com with respect to the use of the Site and supersedes all contemporaneous and prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement.
j. No Waiver. The failure of Improve.com to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or Improve.com's right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.