Welcome to MouthShut.com™! An environment that fosters interaction and participation among its members. Members should thus feel free to express themselves. However, members should keep comments and contributions within the community values of the Service and must comply with applicable laws and the terms of service of MouthShut.com. This User Agreement (the "Agreement") describes the terms on which, MouthShut.com, Inc (a Delaware corporation, incorporated in 2000) and its subsidiaries or parents hereby referred to as ("MouthShut.com") offers you an account on the MouthShut.com web site ("MouthShut.com"). BY PRESSING THE "CREATE MY ACCOUNT" BUTTON, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you have any questions about this Agreement, email at . Any opinions expressed by a Member are of those of the Member alone, and are not to be attributed to MouthShut.com. MouthShut.com cannot and does not assume responsibility for the accuracy, completeness, safety, timeliness, legality or applicability of anything said or written by any Member.

1. Amendment and Addenda: MouthShut.com may amend this Agreement at any time by informing you of the amended terms via email to your email address. Such amendments will be effective when MouthShut.com emails a notice of the revisions to you. Alternatively or additionally, MouthShut.com may display amended terms to you when you log in to the site, in which case such terms shall be effective when posted by MouthShut.com.

In addition, MouthShut.com may offer you additional rights or services via addenda to this Agreement, which shall amend this Agreement if you choose to click through such terms.

2. Submission and ownership of Content:

a. Definition: MouthShut.com allows you to provide your content (including without limitation text, data, photos, graphics, music, sounds and videos) to MouthShut.com in a number of forms, such as reviews and opinions about products, services or other decisions ("Opinions"), comments to other people's Opinions ("Comments") and information about yourself (your "Profile") for your profile page. Collectively, the Opinions, Reviews, Comments, Profiles and other content you provide to MouthShut.com (by uploading such Content to the site or otherwise) is defined as your "Content."

b. License: You retain all ownership rights to your Content. However, by submitting Content to MouthShut.com, you automatically grant to MouthShut.com an exclusive, royalty-free, perpetual, irrevocable, worldwide license (a) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, transmit and display such Content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any Rights that may exist in such Content. (b) display your Content online and offline and permit others (including without limitation MouthShut.com' co-brand partners) to do the same, and (c) display portions of your Content online or offline and permit others to do the same. The MS-Points™ program, to the extent it exists and whether or not you are eligible to participate, constitutes your only right to compensation for the foregoing licenses. You are free to use your Content offline in any manner you choose. However, MouthShut.com gets users to come to MouthShut.com and your Opinions by promising users high quality content they cannot get anywhere else. In order to sustain this traffic draw, by submitting Opinions to MouthShut.com, you grant to MouthShut.com (and its sublicensees) the exclusive right to display your Opinions anywhere online, except the following circumstances:

· You may not post your Opinions on any USENET newsgroups or any other web site, besides MouthShut.com. However, you may do so any time after one year of originally posting that Opinion on MouthShut.com, but you must include the following attribution in the post: "You can read this review at [URL of the review page on MouthShut.com] and other reviews on the same topic at [URL of the product page on MouthShut.com]. Check out my profile page at [URL of your MouthShut.com profile page].

· You may also display your Opinions on any site which contains content contributed from 5 individual contributors or less, but you must include the following attribution in the display: "You can read this review at [URL of the review page on MouthShut.com] and other reviews on the same topic at [URL of the product page on MouthShut.com]. Check out my profile page at [URL of your MouthShut.com profile page]."

In all other cases, MouthShut.com's exclusive display rights apply even if you initially post the Opinion somewhere else online and then desire to post it to MouthShut.com and then re-post it on MouthShut.com. If you desire other online rights to your Opinions, you may request permission at , which permission may be granted or withheld in MouthShut.com' sole discretion on a case-by-case basis.
(For purposes of this section, the word "display" covers all copyright and other intellectual property rights necessary to effectuate the foregoing intent.)

c. Pursuit of Violators: If MouthShut.com identifies someone who is displaying your Content online in violation of this Agreement and MouthShut.com wishes to take action against the infringer, MouthShut.com may contact you to seek your help with the action. However, MouthShut.com may also directly enforce your ownership rights in the Content against the infringer, and you authorize MouthShut.com to take any actions on your behalf that MouthShut.com reasonably deems necessary or appropriate to protect the parties' respective rights. If MouthShut.com decides to sue the infringer, (1) MouthShut.com may join you as a co-plaintiff to the action, and (2) any resulting damages or settlements attributable to online uses of your Opinions shall be solely MouthShut.com's.

d. Removal of Opinions: Currently, MouthShut.com allows you to edit your Opinions. At any time, without further notice, MouthShut.com may restrict your ability to edit or delete your Opinions.

e. Standards: You agree not to provide any Content to MouthShut.com that (a) infringes any third-party intellectual property or publicity/privacy rights, (b) violates any applicable law or regulation, (c) is defamatory, obscene, child pornographic or harmful to minors, (d) contains any viruses, Trojan horses, automated computer scripts, worms, time bombs, e-mail bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or (e) is otherwise tortuous or criminal.

f. Content Filtering: MouthShut.com believes that users should decide what content should appear on the site and how it should be displayed. Thus, users have a number of tools (such as the MS-Trust™ and rating and filtering mechanisms) to determine the order in which opinions are presented to them. In general, MouthShut.com does not make editorial determinations about what Content you may or may not display on the site, and of course MouthShut.com DOES NOT ENDORSE OR RECOMMEND any of the opinions or ideas or comments contributed by its users. However, MouthShut.com permits others to make judgments about your Content that may affect the display of your Content. Further, MouthShut.com may choose to use automated software filters that may prevent you from uploading your Content or may affect its display. Finally, MouthShut.com may take any actions that it deems necessary or appropriate to minimize its liability from your Content or to preserve MouthShut.com' relationships with its service providers (such as its Internet access providers).

g. Other Filtering/ Protection for Children: Parental control protections (such as computer hardware, software and filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.

3. Your Honest Identity: The successful functioning of MouthShut.com (including the Trusted Circle™ system) depends, in part, on users telling each other the truth and nothing but the truth about who they are. Thus, you may not (a) establish more than one account (even if the accounts are created using different email addresses or established through co-branded sites), (b) provide incomplete or inaccurate registration information, (c) fail to update your registration information if it changes, (d) select a Member ID deliberately intended to mislead others about your identity or that infringes a third party's intellectual property rights, (e) select a photo to identify yourself that deliberately misleads others about your identity, or (f) You may not share your account (or the associated password) with anyone else. MouthShut.com may assume that all activities made using your Member ID and password are authorized by you; thus, if for any reason you suspect that your password has been compromised, you should contact MouthShut.com at once at

4. Privacy: Because your privacy is very important to MouthShut.com, the site offers you a number of choices to facilitate decisions about how you would like MouthShut.com to use and disclose your personal information. By accepting this Agreement, you expressly consent to MouthShut.com's disclosure and use of your personal information (including using email to communicate with you) as described in the then-current Privacy Statement, which is incorporated herein by reference.

5. Termination: MouthShut.com may terminate your use of the site immediately if (a) you breach any element of this Agreement, (b) you infringe upon the intellectual property rights of a third party, or (c) MouthShut.com is unable to verify any registration information you provide. Alternatively, in such circumstances, MouthShut.com may take some lesser remedies, such as hiding the display of some or all of your Content or suspending your account. If you want to terminate your account, email at . MouthShut.com may choose to assume that you intended to terminate your account if you do not access it for more than 3 months. Following termination, at its sole option, MouthShut.com may remove some or all of your Content from the site or leave it available for public review.

6. No Warranty: THE MOUTHSHUT.COM SITE AND SERVICES ARE PROVIDED "AS IS," AND MOUTHSHUT.COM AND ITS SUPPLIERS AND CO-BRAND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, MouthShut.com does not promise or warrant to you that any aspect of the site and system will work properly or will be available continuously.

7.
a. Liability Limits:
IN NO EVENT SHALL MOUTHSHUT.COM OR ITS SUPPLIERS OR CO-BRAND PARTNERS BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THE MOUTHSHUT.COM SITE, ITS SERVICES OR THIS AGREEMENT. FURTHER, IN NO EVENT SHALL MOUTHSHUT.COM OR ITS SUPPLIERS OR CO-BRAND PARTNERS BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THAT OF FEES, IF ANY, PAID BY YOU TO MOUTHSHUT.COM.

b. Indemnity:
You release and indemnify MouthShut.com and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions of the users of MouthShut.com and specifically waive any claims that you may have in this behalf under any applicable law. Because user authentication on the Internet is difficult, the Company cannot and does not confirm that each user is who they claim to be. Because we do not and cannot be involved in user-to-user dealings or control the behavior of participants on any MouthShut.com Site, in the event that you have a dispute with one or more users, you release the Company (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

8. Access Limits: Without MouthShut.com's CEO's express written consent, you may not (a) use any automated means to access the site or collect any information from the site (including without limitation robots, spiders or scripts), or (b) frame the site, place pop-up windows over its pages, or otherwise affect the display of its pages.

9. General: You shall comply with all laws and regulations applicable to your access and use of the site and your publication of your Content. If any portion of this Agreement is deemed unenforceable, that portion shall be enforced to the maximum extent possible and the remaining portions of the Agreement shall be given full effect. MouthShut.com's failure to act in a particular circumstance does not waive the ability to act with respect to that circumstance or similar circumstances. MouthShut.com shall be excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. No agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement. MouthShut.com may change, remove, or require registration or payment to continue use of, any aspect of the site and service at any time without further notice to you. MouthShut.com's suppliers and co-brand partners are third-party beneficiaries of this Agreement. Except as provided in Section 1, this Agreement may be amended only by writing, physically signed by both MouthShut.com and you.

10. Entire Agreement: This Agreement (and any addenda or statements expressly incorporated into this Agreement that you enter into) constitute the entire agreement, and supersede the provisions of any other agreements or understandings (oral or written), between the parties with respect to the subject matter of such documents. In the event of any conflict between the terms of this Agreement and an addendum, the provisions of the addendum shall control.

11. Fees and Taxes: At present, MouthShut.com does not charge you any fees to use its services (although this may change at any time). However, any expenses (such as hardware, software and Internet access costs) or taxes you incur to access the site shall be your sole responsibility.

12. Governing Law and Arbitration: This Agreement is governed in all respects by the laws of the State of Delaware as such laws are applied to agreements entered into and to be performed entirely within Delaware between Delaware residents. Any controversy or claim arising out of or relating to this Agreement or the MouthShut.com site shall be settled by binding arbitration in accordance with the American Arbitration Association's commercial arbitration rules. 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 Delaware and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review. Notwithstanding the foregoing, MouthShut.com may seek any interim or preliminary relief from a court of competent jurisdiction in Delaware. MouthShut.com at its option, may bypass arbitration in cases of fraud or other crimes against itself, interference with its technical operations or violations of its rights or property.

13. Eligibility: The MS-Points program (the "Program"), operated by MouthShut.com, rewards you for writing high-quality Opinions. To participate in the Program, you must be (a) an individual 18 years old or older, (b) a registered member of the MouthShut.com web site in good standing. MouthShut.com employees are encouraged to submit Content. However, they are not eligible to participate in the MS-Points Program, i.e. they cannot redeem their MS-Points.

14. How to Accrue MS-Points Credits: You accrue MS-Points credits by writing and submitting Opinions to the site and having members and other users of MouthShut.com visit your Opinions. The exact formula(s) for accruing MS-Points credits may change from time to time, but conceptually, the more Opinions you write, and the more other users like them and use them to make buying decisions, the more MS-Points credits you will accrue. MS-Points credits for a particular Opinion may, at MouthShut.com' discretion, may cease to accrue 1 year following the last day of the calendar year in which the Opinion was written (the "Expiration Date").

15. Fraud: No compensation or reward system is immune from manipulation by users who are intent on getting something for nothing. Such behavior is detrimental to the entire community and, in particular, MouthShut.com's most valued users who play by the rules. MouthShut.com does not tolerate such fraudulent behavior. Thus, you may not engage in any behavior that artificially or fraudulently inflates your impression count or reputation on the site. Without limiting the foregoing, you may not use robots, scripts, or other automated processes to access any portion of the site without MouthShut.com' express written permission.

16. MS-Points Redemption Policy: [MouthShut.com has suspended redemption of MS-Points from Jan 1, 2002 until further notice]

a. Your account page displays the amount of MS-Points credits you have accrued that have not yet been redeemed (although, depending on the schedule for updating information, this information may not always be current, and you may only redeem the amount listed on the site even if it is temporarily behind). MouthShut.com may, at any time, in its sole discretion: (1) establish a minimum threshold for the amount of accrued MS-Points credits you can redeem at a time, and (2) deduct redemption fee from your redemption points to cover processing expenses in the form of points or cash.

b. You may request to redeem your MS-Points credits after 6 months of registering your account, by following the procedures on the site, which include a request for your Member ID and password. If you fail to provide information verifying your identity when we request, MouthShut.com may disallow and refuse to redeem some or all of your accrued MS-Points credits.

c. Note that if your password has been compromised, someone may request redemption on your behalf. Therefore, if your password has been compromised, you should contact MouthShut.com at once. MouthShut.com will not owe you any payments if it issues redemption to someone who presents your Member ID and password, even if they did so fraudulently. However, it is fraudulent to try to redeem someone else's MS-Points credits, and MouthShut.com intends to refer such cases to local authorities for criminal prosecution.

d. It is fraudulent to try to redeem MS-Points credits you have accrued through behavior described in Section 3. If MouthShut.com determines or suspects, in its sole discretion, that you have engaged in such behavior, MouthShut.com may decide to do any or all of the following: (1) terminate or suspend your account, (2) disallow and refuse to redeem some or all of your accrued MS-Points credits, and (3) refer your case to local authorities for criminal prosecution. MouthShut.com may delay payment to investigate if you have engaged in fraud. Any decision MouthShut.com makes about the validity of your accrual of MS-Points credits is final and binding on you.

e. MouthShut.com may disallow and refuse to redeem some or all of your accrued MS-Points if (1) you breach the Agreement or this Addendum, or (2) it has terminated your account (for any reason, including inactivity). Also, if all of your Opinions have reached their Expiration Date, then you must redeem all accrued MS-Points within 6 months following your last Expiration Date or you forfeit all accrued but unredeemed MS-Points.

f. MouthShut.com and its affiliates, agencies, co-brand partners and sponsors may introduce fictional gifts ("Virtual Gifts") from time-to-time on the MouthShut.com website or related sites. These virtual gifts are mere graphical representation or photos or animation of products or services or animate/inanimate objects.

MouthShut.com may allow you to "buy" virtual gifts using your MS-Points and gift it to another MouthShut.com member. These virtual gifts or MS-Points are not redeemable for any sum of money or monetary value from MouthShut.com at anytime. You agree that MouthShut.com has the absolute right to manage, regulate, control, modify and or eliminate such MS-Points and/or Virtual Gifts as it sees fit in its sole discretion, in any general or specific case and that MouthShut.com will have no liability to you based on its exercise of such rights.

17. Taxes: MS-Points rewards may be taxable. You are solely responsible for reporting such payments on your tax returns and paying any associated tax liability.

18. Non-transferability: You may not assign or transfer your accrued MS-Points credits or the right to redeem them. Accrued but unredeemed MS-Points credits are not your property, and thus are not transferable: (1) upon death; (2) as part of a domestic relations matter; or (3) otherwise by operation of law.

19. Program Cessation: MouthShut.com may terminate the overall Program or any specific component of the Program (such as a bonus payment program) at any time for any reason by notifying you (by email or otherwise). If the overall Program is terminated, you will have 30 days from the date of such notice to redeem any then-existing MS-Points credits in your account pursuant to the terms of this Addendum (including, without limitation, the requirement that redemptions meet the minimum threshold amount).

20. MouthShut.com may invite existing and new users/members to participate in online and offline contests from time to time. By participating, entrant (or his/her parent or legal guardian, if entrant is a minor) agrees (a) to the Official Rules and the judges' decisions, which are final and binding; (b) to release and hold harmless MouthShut.com, its affiliates, co-MouthShut.com's and co-brand partners and their respective parents, affiliates, subsidiaries, agencies and the officers, directors, shareholders, representatives and employees of any of the above organizations from any and all liability whatsoever arising from his/her participation in such contests or acceptance, receipt, possession or use/misuse of prize, or anything related thereto.

21. All unspecified expenses (including taxes) are the sole responsibility of winner. Prize is not transferable. No prize substitution except at MouthShut.com’s sole discretion. MouthShut.com reserves the right to substitute a prize of equal value, due to prize unavailability. One prize per email address/family/household. Prize will be awarded provided properly claimed. All taxes on prizes are sole responsibility of winner.

22. MouthShut.com and its agencies, co-brand partners and sponsors are not responsible for any incorrect or inaccurate information, whether caused by web site users or by any of the equipment or programming associated with or utilized in the contests and assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the web site. MouthShut.com and its agencies are not responsible for injury or damage to entrants' or to any other person's computer related to or resulting from participating in such contests or downloading materials from or use of the web site. .

23. Governing Law and Arbitration: This Agreement is governed in all respects by the laws of the State of Delaware as such laws are applied to agreements entered into and to be performed entirely within Delaware between Delaware residents. Any controversy or claim arising out of or relating to this Agreement or the MouthShut.com site shall be settled by binding arbitration in accordance with the American Arbitration Association's commercial arbitration rules. 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 Delaware and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review. Notwithstanding the foregoing, MouthShut.com may seek any interim or preliminary relief from a court of competent jurisdiction in Delaware. MouthShut.com at its option, may bypass arbitration in cases of fraud or other crimes against itself, interference with its technical operations or violations of its rights or property.