Terms of Service

These Terms of Service govern your use of the MeeHive online service (the "Site") owned and made available by Kosmix Corporation ("Kosmix," "we" or "us"). Please read these Terms of Service carefully before using the Site. By using the Site, you signify your assent to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Site.

1. Ownership

The content on the Site, other than Submissions (defined below), including, without limitation, text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like ("Content") and the MeeHive word marks and MeeHive design marks, as well as certain other of the names, logos, and materials displayed on or through the Site that constitute trademarks ("Marks") are owned by or licensed to Kosmix and are subject to copyright, trademark, and other intellectual property rights under U.S. and international laws.

2. Use of the Site and Content

You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any purposes the Site, or any portion of the Site, including, without limitation, Content and Marks, except as authorized by these Terms of Service or as otherwise authorized in writing by Kosmix and its applicable licensors. The Site is provided for your personal, non-commercial use only. You must abide by all copyright notices, information, or restrictions contained in or associated with any Content. You agree that Kosmix may use any information Kosmix obtains about you in accordance with the provisions of our Privacy Policy.

Prohibited content and activities include, without limitation, the following:

• (a) violating any local, state, national, or international law or regulation;
• (b) transmitting any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
• (c) transmitting any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• (d) knowingly transmitting any material that contains adware, malware, spyware, 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;
• (e) stalking, harassing, or harming another individual;
• (f) impersonating any person or entity, or otherwise misrepresenting your affiliation with a person or entity;
• (g) interfering with or disrupting the Site or servers or networks connected to the Site, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Site; and
• (h) launching any automated system, including, without limitation, "robots," "spiders," "offline readers," etc., that accesses the Site in a manner that sends more request messages to the Site in a given period of time than a human can reasonably produce in the same period by using a conventional Web browser.

3. Submissions

The Site may enable you to submit your personal content to the Site for hosting, display, and distribution to other users of the Site (collectively "Submissions"), such as posting messages and other content to community and interactive areas of the Site. When you provide a Submission on or through the Site, you hereby grant to Kosmix and its affiliates, representatives, and assigns a non-exclusive, worldwide, fully paid, royalty free, transferable, sub-licensable, license and permission to display, publicly perform, distribute, store, transcode, syndicate (including, without limitation, syndication through third party Websites), broadcast, transmit, reproduce, edit, modify, create derivative works, and otherwise use and reuse your Submissions (or any portions or derivative works thereof) in any manner, in any medium, for any purpose. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature with respect to any Submission. Submissions are available to all users of the Site. We reserve the right to display advertisements in connection with your Submissions and to use your Submissions to advertise and promote your Submissions, the Site, and Kosmix. We reserve the right to modify Submissions in our sole and absolute discretion. We are not required to host, display, or distribute any Submissions, and may delete, move, or edit Submissions at any time.

We do not, as part of a regular, established practice, monitor, control, or have knowledge of any Submissions transmitted on or through the Site. You agree that you are solely responsible for all Submissions you transmit and receive on or through the Site.

You represent and warrant that:

• >(a) you own all rights in your Submissions (including, without limitation, all rights to the audio, video, or digital recording, and the performance contained in your Submissions) or, alternatively, you have acquired all necessary rights in your Submissions to enable you to grant to Kosmix the rights in your Submissions described herein;
• (b) you have paid and will pay in full all license fees, clearance fees, and any other financial obligations, of any kind, arising from any use or commercial exploitation of your Submissions;
• (c) you are the individual pictured or heard in your Submissions, or, alternatively, you have obtained permission from each person (including consent from parents or guardians for any individual under the applicable age of majority) who appears or is heard in your Submissions to enable you to grant the rights to Kosmix described herein;
• (d) you will make such permissions available to Kosmix upon request; and
• (e) your Submissions do not infringe the intellectual property rights, privacy rights, publicity rights, or any other legal or moral rights of any third party.

You agree to keep all records necessary to establish that your Submissions do not violate any of the foregoing representations and warranties and to make such records available to Kosmix upon Kosmix.s request.

4. Feedback

You further agree that Kosmix and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback other than Submissions ("Feedback"), whether oral or written, that you may send to Kosmix or its affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Kosmix has no duties to you, with respect to such Feedback.

5. Digital Millennium Copyright Act

We respect the intellectual property rights of others. Upon proper notice, we will remove Submissions or other applicable content that violate copyright law and terminate the accounts of repeat infringers. Pursuant to 17 U.S.C. § 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your work has been copied in a way that constitutes copyright infringement, please send our copyright agent (listed below) a notification of claimed infringement with all of the following information:

• (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site;
• (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
• (d) 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;
• (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
• (f) your physical or electronic signature.

Michelle Sangster
444 Castro Street, Suite 700
Mountain View, CA 94041
fax: 650-938-5959
email: legal@kosmix.com

Please do not send notices or inquiries unrelated to alleged copyright infringement to our designated agent.

6. Links to and from other Websites

We permit linking to the Site from any other website so long as the linking website does not contain libelous, defamatory, obscene, illegal, or otherwise objectionable content in our sole determination. Any link must not frame the Site and must be to the entire Site rather than to a particular page or graphic. We reserve the right to request any linking website to remove such link to the Site for any reason or for no reason. Any linking website agrees to comply with such a request within 24 hours of receipt of such a request from us. The Site may provide, or users of the Site may provide, links to other websites or resources. Because we have no control over such third-party websites and resources, you acknowledge and agree that we are not responsible for the availability of such websites or resources, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that we 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 content, products, or services available on or through any such website or resource.

7. Disclaimer

YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, KOSMIX AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). KOSMIX AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:

• (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
• (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE;
• (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN;
• (d) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE;
• (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; AND
• (f) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SITE.

KOSMIX AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY LINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND KOSMIX AND ITS AFFILIATES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KOSMIX OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

8. Limitation of Liability

YOU UNDERSTAND THAT TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL KOSMIX OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT'S) USE OF THE SITE.

9. Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Kosmix may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Kosmix.s liability shall be the minimum permitted under such applicable law.

10. Indemnity

You agree to indemnify, defend, and hold harmless Kosmix, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and costs) that such parties may incur as a result of or arising from (a) any information (including, without limitation, your Submissions, Feedback, or any other content) you (or anyone using your account) submit, post, or transmit on or through the Site; (b) your (or anyone using your account's) use of the Site; (c) your (or anyone using your account's) violation of these Terms of Service; or (d) your (or anyone using your account's) violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any person or entity. Kosmix reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Kosmix in asserting any available defenses.

11. Force Majeure

Without limiting the foregoing, under no circumstances will Kosmix be held liable for any delay or failure in performance due in whole in or in part to any acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, software bugs, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, earthquakes, 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.

12. Termination

If you violate any of these Terms of Service, your permission to use the Site and the Content automatically terminates.

13. Modification to the Site

We reserve the right to modify or discontinue the Site with or without notice to you. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Site.

14. Other Provisions

These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Service or the Site shall be filed only in the state or federal courts located in Palo Alto, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions. The failure of Kosmix to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision. These Terms of Service, together with our Privacy Policy and any other rules or guidelines posted in connection with the Site, are the entire and exclusive agreement between Kosmix and you regarding the Site, and these Terms of Service supersede and replace any prior agreements between Kosmix and you regarding the Site.

15. Terms of Service Changes

We may, in our sole and absolute discretion, change these Terms of Service from time to time. We will post a copy of the Terms of Service as changed on the Site. Your continued use of the Site constitutes your agreement to abide by the Terms of Service as changed. If you object to any such changes, your sole recourse shall be to cease using the Site.

Effective Date: 3/6/2009