ATTENTION: Please read this Terms and Conditions of Use Agreement (these "Terms") carefully before using the videoprotectionalliance.com web site (the "Site") or downloading any content from the Site or using any other service or application provided by the Site (the Site services, including, but not limited, the Online Settlement Service, are collectively referred to as the "Services"). By going beyond the Site's homepage or this page or participating in the Services, you (hereinafter "You" or "User") are deemed to have agreed to and accepted these Terms. If You do not accept these Terms, do not use the Site or otherwise utilize the Services. This is an important document which you must consider carefully when choosing whether to access the Site and/or use the Services at any time.

1. Venue; No Representations or Warranties. You understand that the Site and related Services are Internet-based and provide information to users and allows users to download program files and other content previously developed by Video Protection Alliance Services, LLC ("VPA") for users. The Site was created by and is owned by VPA. VPA is acting solely as a payment service provider. VPA helps you make payments to VPA on behalf of third parties. VPA is an independent contractor for all purposes. VPA has no obligation to screen any users utilizing the Services, verify any information supplied by any users of the Site, or involve itself with communications between users. Accordingly, you hereby acknowledges and agrees that VPA makes no representations, guarantees or warranties (express or implied) as to: (i) the truth, accuracy, integrity, reliability, completeness or timeliness of any data, messages, e-mails, communications, advice or other content of the Site whether posted by a user, VPA, or by any other party or (ii) the accuracy, reliability, completeness or timeliness of the Site or the Site Materials (as defined in Section 2).

2. Site Material; Copyright and Proprietary Rights. The Site, its contents, and its arrangement are (i) provided for your information and sole use, (ii) the property of VPA and (iii) protected by United States and international copyright and other intellectual property laws. All copyright, trademark, and other proprietary rights in the Site and in the software, text, graphics, design elements, code and all other materials originated or used by VPA at or in or available through the Site (collectively, the "Site Material") are reserved to VPA. All other trademarks or domain names not owned by VPA that appear on the Site are the property of their respective owners. You shall not modify, reproduce, upload, post, transmit, download or distribute any part of the Site Material, or decompile, reverse engineer, or disassemble the Site Material, other than printing out or downloading portions of the program files for your sole use provided you keep intact all copyright, trademark and other proprietary notices on such Site Material. This limited authorization is not a transfer of title in the Site Material and by use of the Site. You hereby acknowledge that you do not acquire any license, ownership or other rights to the Site Material.

VPA's Rights. Notwithstanding anything to the contrary herein, VPA reserves the right (in its sole discretion) to (i) monitor any Posts or other communication on or with the Site at any time, (ii) disclose any information as necessary to satisfy any applicable policy, law, regulation, legal process, government request, or similar request, (iii) edit, refuse to post, prevent you from downloading material or remove any information or material, in whole or in part, that does not conform to these Terms without notice or liability to you, or (iv) prevent you, in the event you engage in prohibited conduct under these Terms, from further access to the Services, without notice or liability to you.

4. Claims of Copyright Infringement; Policy. VPA respects the intellectual property of others, and asks you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Designated Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the holder of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where the material that you claim is infringing is located on the Site; (4) your address, telephone number, and e-mail address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright holder, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright holder or authorized to act on the copyright holder's behalf.

The Designated Copyright Agent may be contacted as follows:

5. Online Settlement Service. The Site offers an Online Settlement service (the "Settlement Service") that provides a fast, secure and convenient way to settle copyright violations online. When you elect to make a payment by instant transfer or eCheck, you are requesting an electronic transfer from your bank account. For these transactions, VPA will make electronic transfers via the Automated Clearing House network ("ACH") from your bank account in the amount you specify. You agree that such requests constitute your authorization to VPA to make the transfers, and once you have provided your authorization for the transfer, you will not be able cancel the electronic transfer. You give VPA the right to resubmit any ACH debit you authorized that is returned for insufficient or uncollected funds.

6. Disclaimer of Warranties and Limitation of Liability. You understand that all users accept responsibility for their own acts, and you agree that an act by another user that injures you cannot be blamed on VPA. Further, you understand the inherent risks associated with operating an internet based Site, and that VPA would not be able to make the Site or the Services offered to you if either, singly or jointly, would be liable for such inherent risks as usability problems, system failure or similar errors. Accordingly, in addition to the disclaimers herein, VPA must make the following disclaimers and ensure that our liability for any problems connected with the Site or the Services is strictly limited, indemnified and released.

7. Modification. VPA may, at any time without notice, and in our sole discretion, amend or modify the Site or these Terms by updating the Site or this web page. Therefore, you should review the Site and this page from time to time so that you will be aware of any such modifications. VPA is under no obligation to update the Site or the Terms. You agree that VPA may also make changes in the Services, programs, and prices described in the Site at any time without notice. Your continued use of the Site after any modification to the Site will be considered acceptance of those modifications.

8. Linking to the Site; Linked Sites. Any person or entity linking to the Site shall not (i) "frame," "deep link," alter the appearance of the Site or otherwise fail to comply with all applicable law, (ii) state or imply that VPA endorses, sponsors or otherwise approves of your Site or any other Site, or (iii) use any copyrights, trademarks or logos of VPA or the Site. Links to third party sites made at the website (collectively, "linked sites") are not under our control, and we are not responsible for the contents of those sites. Linked sites are provided to you only as a convenience, and inclusion of a link does not imply endorsement or representation of the linked site or any information, materials, goods or services located on that site or any sponsorship, affiliation or association with its operators. You acknowledge and agree that VPA will not be responsible or liable for any damage or loss caused by or in connection with use of or reliance on any content, goods or services available on or through any linked site. Domain names and trademarks of linked sites, or contained in information accessed at linked sites, are the sole property of their respective owners.

9. Privacy Policy. The treatment of personally identifiable information that we collect when you are on the Site is subject to our Privacy Policy.

10. Termination. These terms shall remain in force and effect while you are using the Site. In addition to any causes of termination provided herein, VPA reserves the right, in our sole discretion and without any liability to you, to terminate your access to and use of the Site or any part thereof (including, but not limited to your Profile and account), and to remove and discard any material posted by you thereon, for any reason whatsoever, including, without limitation, for lack of use, or if VPA believes that you have violated or acted inconsistently with these Terms. VPA may also, in our sole discretion and at any time, discontinue operation of the Site or any part thereof. Any such termination may be effected without any prior notice. Upon any such termination, VPA may immediately deactivate or delete your Profile and account and all information and files relating thereto. VPA shall not be liable to you or any third-party for any termination of your access to the Site or the Services.

11. Disputes Subject to Arbitration. Except with respect to any dispute that involves intellectual property rights (which may, at the election of the party seeking remedy, be resolved under this paragraph), any dispute arising out of, or relating to, the Terms or the breach, termination or validity hereof must be settled by arbitration in accordance with the then-current American Arbitration Association (AAA) rules for arbitration of business disputes. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The place of arbitration must be Clarksburg, New Jersey. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate. The arbitrator must follow the applicable law as set forth in the governing law section of the Terms. The decision of any such arbitrator will be final and non-appealable.

12. Entire Agreement; Governing Law; Severability. These Terms, together with the Privacy Policy, constitutes the entire agreement between VPA and you with respect to your use of the Site and the services offered in connection therewith. We operate this Site within the United States of America. The Terms are and will be governed by and construed in accordance with the substantive laws of the United States of America and the State of New Jersey, which may differ from laws in your city, state and country. You agree that any dispute arising from or relating in any way to the Site or the Services not resolved in accordance with the section "Disputes Subject to Arbitration" will be brought exclusively in the Federal or State courts located in Monmouth County, State of New Jersey and you irrevocably agree to submit to the jurisdiction of such courts. Further, you agree to indemnify, defend and hold harmless VPA and its agents and affiliates against any claim, liability, expense or damages arising from or relating to your use of the Site and/or the Services. If any provision of these Terms is deemed unlawful, void, or for any other reason unenforceable, then that provision will be deemed severable from these Terms and will not effect the validity and enforceability of any remaining provisions.