The following are the terms and conditions for use of the Google Co-op service described herein (the "Service") between Google Inc. ("Google") and you (either an individual or a legal entity that you represent as an authorized employee or agent) ("You" or "Provider"). Please read them carefully. BY SIGNING BELOW, CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICE, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE ("AGREEMENT"). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.

1. DEFINED TERMS. The following capitalized terms will have the meanings set forth below.
   1. "Affiliate" means with respect to either party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. For these purposes, "control" includes control over greater than 50% of the voting rights or equity interests of a party
   2. "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
   3. "End Users" means end users who access or use the Google Services.
   4. "Google Services" means Google's products and services that are accessible through and otherwise provided by various computer and electronic technologies, networks (syndicated and otherwise) and systems, including, without limitation, Internet-based services and products accessible through the Google Sites and any Google syndication partner sites.
   5. "Google Site" means any website located at a domain owned by Google or a Google Affiliate, including all subdomains and directories thereof, and all successor sites thereto.
   6. "Metadata Content" means (a) the metadata provided by You to Google pursuant to Your participation in the Service, including, but not limited to, labels and Your submitted associations between labels and URLs, (b) any text, data, images, and other content provided and/or authored by You in connection with Your profile page to be displayed to End Users, and (c) any Nickname(s) chosen by You, and (d) if You elect to so participate, any ratings, reviews and comments provided by You to Google pursuant to the Service; and any Updates thereto provided to Google by You.
   7. "Nickname(s)" means the name that you may select by which You and Your Metadata Content shall be identified to End Users; and Updates there to.
   8. "Updates" means updates, refreshes, corrections and other modifications.
2. MEMBER ACCOUNT, PASSWORD, AND SECURITY. To register for the Service, You must complete the registration process by providing Google with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username), password, and any Nickname(s). You shall protect your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You agree to notify Google immediately upon learning of any unauthorized use of Your account or any other breach of security. From time to time, Google's (or its wholly-owned subsidiaries') support staff may log in to the Service under Your customer password in order to maintain or improve service, including to provide You assistance with technical issues. You hereby acknowledge and consent to such access. You further acknowledge and agree that any Nickname(s) shall not be deceptive or misleading and that Google reserves the right, at its sole discretion, to prevent Your use of certain Nickname(s).
3. METADATA CONTENT.
   1. License. Subject to the terms and conditions of this Agreement, You hereby grant to Google a irrevocable, perpetual, nonexclusive, worldwide and royalty-free right and license to (i) use, copy, modify, distribute, create derivative works based on and display (publicly or otherwise) the Metadata Content through the Google Services, and (ii) allow End Users to access and use the Metadata Content through the Google Services. Google may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as Google. The license granted hereunder may not be sublicensed by Google, except to its Affiliates, its syndication partners or the syndication partners of any Google Affiliate and End Users in connection with their use of the Google Services. The parties agree that the license granted to Google hereunder shall survive expiration or termination of this Agreement.
   2. Reservation of Your Rights. Except for the license granted hereunder, You retain any right, title and interest in and to the Metadata Content. In addition, You retain all rights to all other content authored or owned by You, to the extent not otherwise licensed or transferred to Google pursuant to other agreements, to which such Metadata Content is attached or associated and used in connection with the Service.
   3. Reservation of Google Rights.Notwithstanding anything to the contrary, You understand and agrees that nothing in this Agreement will prevent or restrict Google from using data Google obtains from a source other than You under this Agreement. You acknowledge and agree that it will not have any right, title or interest in any information, content, or data used by Google in conjunction or association with the Metadata Content, and You shall not make any claim of ownership or interest in any such information, content, or data. Google and/or its licensors retain all right, title and interest in and to the Google Services, the Google Sites and all content or data forming part of or displayed as part of or through the Google Services or Google Sites other than the Metadata Content.
   4. Third Party Relations. You shall be responsible for accepting and responding to any communication, modification or removal requests initiated by a party that is listed in or otherwise has rights in the Metadata Content where such communication arises out of having its information on the Google Services and pertains to the Metadata Content.
4. DISPLAY AND FORMAT OF METADATA CONTENT.

   The rights granted to Google herein include the right to display portions of the Metadata Content on Google Services, Google Sites and Google syndication partner sites, and display any links to web page(s) on which such portions of the Metadata Content reside, all as determined by Google in its sole discretion; provided that, notwithstanding anything to the contrary, nothing in this Agreement obligates Google to make available to End Users any or all of the Metadata Content. Google will have the sole right to determine the placement and location of the selected Metadata Content through the Google Services. For the sake of clarity, each party retains sole discretion with respect to the look-and-feel, display and operation of its respective services and websites.

5. WARRANTIES AND DISCLAIMER.

   You represent and warrant to Google: (a) that You are the owner of or are licensed to use and provide the Metadata Content to Google for use with the Service; (b) that the Metadata Content does not violate the rights of any third parties, including without limitation infringement or misappropriation of any applicable copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, invasion of rights of privacy, publicity or personality; (c) that the Metadata Content will not contain any material that is fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, or racially or ethnically objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, result in civil liability, or otherwise violate any applicable local, state, national or international law; and (d) that You shall comply with applicable laws, rules and regulations in all jurisdictions to which You are subject. Except as expressly provided for herein, NEITHER YOU NOR GOOGLE MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

6. THIRD PARTY CLAIMS.

   Except to the extent prohibited by applicable law, You will defend and hold harmless Google, its Affiliates or syndication partners, and any of their respective officers, directors, employees and agents for any losses suffered as a result of any third party lawsuit or proceeding based upon or otherwise arising out of: (1) a claim alleging facts that would constitute a breach of Your warranties in Subsections 5(a) and (b), and (2) Google's use of any Metadata Content, provided that such use complies with the requirements of the Agreement. Google will: (i) promptly notify You of such claim, (ii) provide You with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give You full control and sole authority over the defense and settlement of such claim, subject to Google's approval of any such settlement, which approval will not be unreasonably withheld or delayed.

7. LIMITATION OF LIABILITY.

   EXCEPT FOR YOUR OBLIGATIONS UNDER SECTION 6 (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN, AND (B) IN NO EVENT SHALL EITHER PARTY'S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED FIVE THOUSAND DOLLARS ($5,000). The parties agree that (i) the mutual agreements made in this Section reflect a reasonable allocation of risk, and (ii) that each party would not enter into the Agreement without these limitations on liability.

8. PR.

   To the extent applicable, Google may include Your Brand Features in presentations, marketing materials, and customer lists (which includes, without limitation, customer lists posted on Google's websites and screen shots of the Services). Upon Your request, Google will furnish You with a sample of such usage. Without Google's prior approval, You shall not issue a press release, or any public announcement involving Google Brand Features, concerning Your participation in the Service pursuant to this Agreement.

9. TERM AND TERMINATION.
   1. Term and Termination. Either party to this Agreement may terminate it at any time and for any reason.
   2. Effects of Termination. Upon the termination of this Agreement for any reason, Google may continue to use the Metadata Content as described in Section 3 hereof.
10. MISCELLANEOUS.

    Each party will comply with all laws, rules and regulations, if any, applicable to it in connection with the performance of its obligations under the Agreement. All notices will be in English and in writing and (a) if sent to You: to the address You may have previously indicated and (b) if sent to Google to: Google Inc., Attn: Legal Department, 1600 Amphitheatre Parkway, Mountain View, CA 94043. Notice will be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail. You will not assign or otherwise transfer Your rights or delegate Your obligations under the Agreement, in whole or in part, without the prior written consent of Google; and any attempt to do so will be null and void. Any assignment or other transfer of rights or delegation by You shall not operate to relieve You of Your responsibilities under this Agreement. You will require Your assignees, transferees, or delegates to agree, in writing, to the terms and conditions of this Agreement. This Agreement and any claim or dispute of whatever nature arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of California and applicable federal U.S laws, without giving effect to any choice of law principles that would require the application of the laws of a different state. Each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof. Any amendments or modifications to the Agreement must (i) be in writing; (ii) refer to the Agreement; and (iii) be executed by an authorized representative of each party. The failure to require performance of any provision will not affect a party's right to require performance at any time thereafter; nor will waiver of a breach of any provision constitute a waiver of the provision itself. If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions will remain in full force and effect. The parties hereto are and will remain independent contractors and nothing herein will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party. Neither party will be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. The Agreement is not intended to benefit, nor will it be deemed to give rise to, any rights in any third party. The Agreement will be binding on and inure to the benefit of each of the parties and their respective successors and assigns.