TERMS OF USE Welcome to the Takeout Marketing LLC ("TakeOutLA" or "takeoutla.com" or "We" or "Us") Website (the "Website"). Please review the following terms and conditions concerning your use of the Website. By accessing, using or downloading any materials from the Website, you agree to follow and be bound by these terms and conditions (these "Terms" or this "Agreement"). If you do not agree with these Terms, you may not use the Website. GENERAL USE PROVISIONS All materials provided on the Website, including but not limited to information, documents, products, logos, graphics, sounds, images, compilations, and services ("Materials"), are provided either by TakeOutLA or by its users ("User" or "Users") or respective third party manufacturers, authors, developers and vendors ("Third Party Providers") and are the copyrighted work of TakeOutLA and/or its Users (or is permitted/licensed to be used by the Users) and/or its Third Party Providers. Except as stated herein, none of the Materials may be copied, printed, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of TakeOutLA, the User and/or the Third Party Provider. Also, you may not "mirror" any Materials contained on the Website on any other server without TakeOutLA's prior express written permission. Except where expressly provided otherwise by TakeOutLA, nothing on the Website shall be construed to confer any license under any of TakeOutLA's intellectual property rights, whether by estoppels, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses. See the "Legal Contact Information" section below if you have any questions about obtaining such licenses. Materials provided by Users and Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by TakeOutLA. TakeOutLA does not provide, sell, license, or lease any of the Materials other than those specifically identified as being provided by TakeOutLA. TakeOutLA hereby grants you permission solely to display, copy, print, distribute and download your data (including images) and that to which you have explicitly been granted access by another User, stored, compiled or produced through or on the Website, provided that: (1) the use of such data and images accompanied by TakeOutLA's Materials is solely for use in accordance with these Terms, and (2) the Materials (including but not limited to any output from TakeOutLA and the Third Party Providers) are not modified in any way. This permission terminates automatically without notice if you breach any of these Terms. Upon termination, you shall immediately destroy any downloaded or printed Materials and all copies thereof. Any unauthorized use of any Materials contained on the Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. It is your obligation to comply with all applicable state, federal and international laws. LINKS TO THIRD PARTY SITES The Website may contain links or have references to websites controlled by parties other than TakeOutLA. TakeOutLA is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party websites. TakeOutLA is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by TakeOutLA of the linked website. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature. SUBMISSIONS Except where expressly provided otherwise by TakeOutLA, all comments, feedback, information and data submitted to TakeOutLA through or in association with the Website ("Submissions") shall be considered non-confidential and TakeOutLA's property. This does not include copyright ownership of images which you may upload, but does include an express license to use said images in any method TakeOutLA sees fit and make compilations and derivative works thereof. By providing such Submissions to TakeOutLA, you agree to assign to TakeOutLA, as consideration in exchange for the use of the Website, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions except as enumerated above. TakeOutLA shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Submissions that you provide, and that you, not TakeOutLA, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright. TakeOutLA does not accept Submissions from persons under age 14 ("Child" or "Children"). Furthermore, TakeOutLA does not accept any user who is a Child and does not accept any Submissions from Children. You are ineligible to use this Website if you are under age 14. If you are under age 18, you must have your parent or legal guardian set up your account and have them agree to these terms. All Submissions must be in accordance with the rights of privacy and publicity and all federal, state and international law. You may not upload an image or any likeness of another without their consent. If you do so, TakeOutLA reserves the right to cancel or suspend your account. Furthermore, TakeOutLA reserves the right to cancel or suspend your account, if in its sole discretion, it believes you are using ZC for improper purposes. TakeOutLA will not arbitrate disputes among Users and those Users with disputes are encouraged to deal with the dispute directly with the User they have a dispute with. DISCLAIMER EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY TakeOutLA, THE MATERIALS ON THE WEBSITE ARE PROVIDED "AS IS," AND ARE FOR USE AS CONTRACTED HEREIN. TakeOutLA HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. TakeOutLA MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTIES, OR CONDITIONS AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY OF THE MATERIALS, IMAGES OR DATA CONTAINED ON THE WEBSITE, NOR THE SERVICES OF ANY THIRD PARTY PROVIDERS. LIMITATION OF LIABILITY TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY EXCEED $1,000.00. IN NO EVENT SHALL EITHER PARTY OR THE THIRD PARTY PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE EVENT OF CUSTOMER'S BREACH, OR RELATED TO ITS INDEMNITY OBLIGATIONS. THIS PARAGRAPH SHALL NOT AFFECT THE RIGHTS LISTED BELOW IN THE SECTION TITLED "INDEMNITIES". LICENSES FROM TakeOutLA Subject to these Terms, if you decide to use the TakeOutLA service to upload, download, print, view, reproduce, arrange images and/or data for, or create, a user profile or "zedcard," you will become a customer ("Customer," "You" or "Your") of TakeOutLA. TakeOutLA grants You the nontransferable, nonexclusive worldwide right to use the service ("Service") and any materials provided or disclosed to You by TakeOutLA or its Third Party Providers in the course of performing services solely in connection with the Service, in accordance with these Terms. The rights granted to You in this Agreement are subject to all of the following agreements and restrictions: (i) You shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the Materials available to any third party except with the express, written consent of TakeOutLA; (ii) You shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service or Materials or access the Service or Materials in order to build a similar or competitive product or service or in any way modify the output of the Website, including but not limited to removing or editing any reference to TakeOutLA; (iii) except as expressly stated herein, no part of the Service or Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and (iv) You acknowledge and agree that TakeOutLA and/or its Third Party Providers shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the Service and the Materials and any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service or the Materials. LICENSES FROM CUSTOMER You grant to TakeOutLA and its Third Party Providers the non-exclusive, worldwide right to use, copy, transmit and display any data, information or other materials, provided to TakeOutLA by you in the course of using the Service to the extent necessary to provide the Service and Materials to You. Notwithstanding the foregoing, TakeOutLA's obligations regarding identification and other information concerning You shall be governed by the terms of the Privacy Policy available at http://www.TakeOutLA.com/privacy.html. The Terms of the Privacy Policy are herein expressly incorporated as though set forth in full. BILLING AND PAYMENT You agree to pay for all services ordered from TakeOutLA and its Third Party Providers except as set forth in a writing signed by an authorized representative of TakeOutLA. All fees under this Agreement are nonrefundable. TakeOutLA's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties. You will provide TakeOutLA with valid and updated credit card or approved purchase order information and complete and accurate billing and contact information. If You provide credit card information to TakeOutLA, You authorize TakeOutLA to bill such credit card. If TakeOutLA, in its discretion, permits You to make payment using a method other than a credit card, TakeOutLA will invoice You at the time of the initial request and approximately one month in advance of the start of any renewal or subsequent billing period. All amounts invoiced hereunder shall be due within thirty (30) days of the date of the invoice. REPRESENTATIONS AND WARRANTIES Each party represents and warrants that it has the power and authority to enter into this Agreement. TakeOutLA warrants that (a) it will provide the Service and all Services in a manner consistent with generally accepted industry standards, and (b) the Service will perform substantially in accordance with its online documentation under normal use. DISCLAIMER OF WARRANTIES EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, TakeOutLA AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE SERVICE, THE MATERIALS, AND THE SERVICES INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF SERVICE. TakeOutLA AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICE, THE MATERIALS, OR THE SERVICES OR THE RESULTS YOU MAY OBTAIN BY USING THE SERVICE, THE MATERIALS, OR THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TakeOutLA AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICE OR MATERIALS WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS; OR (C) THE SERVICE, MATERIALS, OR THE SYSTEMS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NEITHER TakeOutLA NOR ITS THIRD PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE AND MATERIALS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. TakeOutLA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY TakeOutLA, THE SERVICE, THE SERVICES, AND THE MATERIALS ARE PROVIDED TO YOU ON AN "AS IS" BASIS. TakeOutLA EXPRESSLY DISCLAIMES ANY WARRANTY RELATED TO THE QUALITY OF SERVICES AND THE PERSONS OR BUSINESSES REFERENCED ON THE WEBSITE. USERS USE THIRD PARTY PROVIDERS AND AFFILIATED SERVICES AT THEIR PERIL AND ASSUME ALL RISKS RELATED TO USE OF SAID THIRD PARTY PROVIDERS AND SERVICES. INDEMNITIES You shall defend and indemnify TakeOutLA and its Third Party Providers against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) finally awarded against TakeOutLA or its Third Party Providers by a court of competent jurisdiction arising out of or in connection with a claim by a third party related to You. TakeOutLA shall have no indemnification obligation or other liability for any claim of infringement arising from (a) use of the Service, the Services, or the Materials other than in accordance with this Agreement; (b) the combination of the Service, the Services, or the Materials with any other products, services, or materials; or (c) any third party products, services, or materials. CUSTOMER RESPONSIBILITIES You will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which TakeOutLA controls and operates the Service. You will ensure that any use of the Service by Your Users is in accordance with the terms of this Agreement. Furthermore, You expressly agree not to violate any rights of publicity or privacy of any person. NOTICES TakeOutLA may give notice by means of a general notice on the Website, electronic mail to Your e-mail address on record in TakeOutLA's account information, or by written communication sent by first class mail or pre-paid post to Your address on record in TakeOutLA's account information. You may give notice to TakeOutLA at any time by letter sent by confirmed facsimile to TakeOutLA, fax number [(___) ___-____] or by letter delivered by registered mail with return receipt to TakeOutLA at the address set forth above. All notices shall be deemed to have been given two days after mailing or 12 hours after sending by confirmed facsimile, email or posting to the Website. Furthermore, TakeOutLA complies with the Digital Millennium Copyright Act ("DMCA"). Any notices given pursuant to the DMCA shall be given to TakeOutLA's designated agent via email at legal@TakeOutLA.com legal@TakeOutLA.com or via registered US mail sent return receipt to DMCA Compliance Agent, Airtight Media, LLC, [ADDRESS]. GENERAL PROVISIONS Any action related to this Agreement will be governed by California law and controlling U.S. Federal law. No choice of law rules of any jurisdiction will apply. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California and to arbitration as stated herein. At the request of TakeOutLA, any controversy or claim related to this Agreement ("Claim") may be resolved by arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the laws of California. Arbitration proceedings will be determined in accordance with the Act, the rules and procedures for the arbitration of financial services disputes of JAMS/Endispute, LLC, a Delaware limited liability company or any successor thereof ("JAMS"), except that discovery in said arbitration shall be limited in scope to the specifics of liability on the Claim, and any discovery related to damages calculations or any financials shall be withheld until after liability has been decided by the arbitrator(s). In the event of any inconsistency between the JAMS rules and this paragraph, the terms of this paragraph shall control. The arbitration shall be administered by JAMS and conducted in Los Angeles, California. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars, upon the request of either TakeOutLA, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this Agreement. This paragraph does not limit the right of TakeOutLA to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. In the event of any dispute (whether or not arbitrated), the prevailing party shall be entitled to reasonable costs and attorneys' fees. This Agreement, together with any applicable order forms, represents the parties' entire understanding relating to the use of the Service and supersedes any prior or contemporaneous, conflicting or additional, communications. TakeOutLA reserves the right to change these Terms or its policies relating to the Service at any time, and such changes will be effective upon being posted herein. Your continued use of the Website after any such changes shall constitute Your consent to such changes. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between TakeOutLA and You as a result of these Terms or use of the Service. You may not assign this agreement without the prior written approval of TakeOutLA. Any purported assignment in violation of this section shall be void. TakeOutLA reserves the right to use Third Party Providers in the provision of the Service, Materials, or Services hereunder. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any rights not expressly granted herein are reserved by TakeOutLA. This Website may include inaccuracies or typographical errors. TakeOutLA and the Third Party Providers may make improvements and/or changes in the products, services, programs, and prices described in this Website at any time without notice. TakeOutLA may periodically make changes to the Website. Any action related to these Terms will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. These Terms represent the entire understanding relating to the use of the Website and prevail over any prior or contemporaneous, conflicting or additional, communications. TakeOutLA has the right to revise these Terms at any time without notice by updating this posting. Any rights not expressly granted herein are reserved by TakeOutLA. INTELLECTUAL PROPERTY NOTICES Elements of the Website are protected by trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Website may be copied or retransmitted unless expressly permitted by TakeOutLA. TakeOutLA, TakeOutLA.com, the TakeOutLA logo and/or other TakeOutLA identifiers referenced herein are trademarks of Airtight Media, LLC, and may be registered in certain jurisdictions. Other product names, company names, marks, logos, and symbols may be trademarks of their respective owners. Copyright © 2007 Takeout Marketing LLC, [ADDRESS]. All rights reserved. LEGAL CONTACT INFORMATION If you have any questions about these Terms, or if you would like to request permission to use any Materials, please contact TakeOutLA at [(___)___-_____].