AthletixNation, Inc.

Online Services Standard Terms and Conditions

Effective: January 30, 2009

The web site or online service that you are visiting and/or using is operated by AthletixNation, Inc., a Delaware corporation (collectively, with its licensors and affiliates, "AXN"). This is an agreement ("Agreement") between AXN and any person ("User") who visits, registers an account for, accesses or otherwise uses any web site on which these terms are posted and/or any of AXN's web-based or online services, including, without limitation, axninc.com, athletixnation.com, the AXN media player and/or the Men's College Basketball Bracket Challenge (collectively, the "Online Services"). In addition to this Agreement, User shall be bound by and subject to any separate agreements entered into with AXN (or its affiliates, licensors or licensees) by User and any other contest rules, privacy policies or other documents incorporated herein. References to Online Services, as used herein, include any and all accompanying and supporting software, products and services (whether or not provided online), widgets, media players, content and documentation, and any upgrades, modified versions, updates or additions thereto. AXN and User are collectively referred to as the "parties."

NOTICE TO USER: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY VISITING, CLICKING ACCEPTANCE, REGISTERING AN ACCOUNT FOR, LOGGING INTO AN ACCOUNT, ACCESSING OR OTHERWISE USING ANY PART OF THE ONLINE SERVICES, OR BY MANIFESTING YOUR ASSENT TO THESE TERMS IN ANY OTHER MANNER, USER ACCEPTS AND AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, USER MUST INDICATE USER'S NON-ACCEPTANCE AND REFRAIN FROM VISITING, REGISTERING AN ACCOUNT FOR, LOGGING INTO AN ACCOUNT, ACCESSING OR OTHERWISE USING ANY PART OF THE ONLINE SERVICES.

1.     Online Services Terms

a. Description.  The Online Services are proprietary to AXN and its licensors and are protected by intellectual property laws and international intellectual property treaties. User's access to the Online Services is licensed and not sold. AXN hereby reserves all rights not expressly granted to User herein, including, without limitation, the right to alter, modify, update, enhance, improve or create derivative or collective works incorporating the Online Services or any part thereof.

b. Online Services.  Subject to the terms and restrictions set forth in this Agreement and any other document referenced herein, AXN grants User a limited, nonexclusive, nontransferable, revocable license to use the Online Services as provided by AXN and solely for User's own personal, non-commercial use (and not for service bureau, time-sharing or similar services). User is not permitted to use the Online Services in any manner not expressly authorized by this Agreement or applicable law. As between User and AXN, User acknowledges that all ownership of the Online Services belongs to AXN and its licensors. User shall not exceed the scope of User's license to use the Online Services or any part thereof, and User shall not provide User's Account Information (as defined below) to any other person for any reason. If User does not comply with the terms of this Agreement, AXN reserves the right to revoke the aforementioned license(s), limit User's access to the Online Services or terminate this Agreement. User's use of certain Online Services may be subject to additional rules and/or conditions (for example, contest rules and eligibility requirements) as set forth in separate documents corresponding to the specific Online Services and presented to the User in conjunction with such Online Services. The terms and conditions contained in those separate documents shall control to the extent such terms and conditions expressly conflict with any terms and conditions contained herein. Such separate documents and their corresponding terms and conditions are hereby expressly incorporated into and are made a part of this Agreement to the extent User utilizes or accesses such corresponding Online Services. AXN may discontinue or alter any aspect of the Online Services, remove Content from the Online Services, restrict the time the Online Services are available or restrict the amount of use permitted at AXN's sole discretion and without prior notice or liability. User agrees that AXN may, under certain circumstances, immediately suspend and/or terminate User's access to the Online Services or any part thereof. Cause for such measures shall include, without limitation: (i) breaches or violations of this Agreement or other incorporated agreements or guidelines; (ii) discontinuance or material modification to the Online Services; (iii) unexpected technical or security issues or problems; (iv) extended periods of inactivity; and/or (v) engagement by User in fraudulent or illegal activities. User further agrees that such measures shall be taken in AXN's sole discretion and without liability to User or any third party.

c. Accessibility of the Online Services.  User understands and agrees that from time to time that the Online Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment or software malfunctions; (ii) periodic update, maintenance procedures or repairs which AXN may undertake from time to time; or (iii) causes beyond the control of AXN or which are not foreseeable by AXN. User acknowledges that access to the Online Services is provided over various facilities and communications lines, and that information will be transmitted over local exchange and Internet backbone carrier lines and through routers, switches and other devices (collectively, "carrier lines") owned, maintained and serviced by third-party carriers, utilities and Internet service providers, all of whom are beyond AXN's control. Use of the carrier lines to access the Online Services and transmit information is solely at User's risk and is subject to all local, state, federal and international laws.

d. Equipment.  User shall be solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User's use of the Online Services, including, without limitation, telecommunications and Internet access connections and links, web browsers or other equipment, and software programs and services required to access and use the Online Services.

e. Prohibitions.  Under no circumstances may User, without the advance written consent of AXN or except as expressly allowed under this Agreement, (i) decompile, reverse compile, disassemble or reverse engineer the Online Services, any AXN Intellectual Property or any Confidential Information (as such terms are defined below); (ii) undertake any activity intended to bypass, modify, defeat or circumvent the operation of the Online Services, any delivery methods or any mechanisms operatively linked to either (including, without limitation, those features that prevent or restrict use or copying of any content or enforce limitations on the use thereof); (iii) grant any other person or entity the right or access to do either of (i) or (ii); (iv) reproduce, modify, edit, adapt, publish, translate, reformat, publicly display, distribute, transmit, sell, sublicense, create derivative works or compilations incorporating, sublicense, assign, transfer, display, distribute, rent, lease, unbundle or commercially exploit the Online Services, any AXN Intellectual Property or any Confidential Information; (v) provide access to the Online Services, any AXN Intellectual Property or any Confidential Information or any portion thereof to any third party; or (vi) display the Online Services, AXN Intellectual Property, Confidential Information or any portion thereof via other web sites, any other delivery methods or in any other medium.

2.     Limitations

a. Account Information and Security.  In order to access the Online Services or certain portions thereof, User may be required to register with AXN and select a username and password (collectively, User's "Account Information"). This Account Information shall be used only by User, and User may not share or otherwise disclose User's Account Information to any other party or use any other party's Account Information to access the Online Services. User shall be solely responsible for the security, confidentiality and integrity of all information that User receives, transmits through or stores using or through the Online Services. User shall be solely responsible for the security, confidentiality and integrity of User's Account Information and for any authorized or unauthorized access and use of User's account by any person. User has the affirmative responsibility to monitor and control access to User's Account Information. If at any time User learns or suspects that User's Account Information has been disclosed or otherwise made known to any person other than User, User agrees to immediately notify AXN. AXN may refuse to grant User a particular username for any reason, including, without limitation, in the event AXN determines such username impersonates someone else, is protected by trademark or other proprietary rights law or is vulgar or otherwise offensive. User may not register multiple accounts to access the Online Services or any part thereof.

b. Monitoring.   User acknowledges and agrees that AXN may, but has no affirmative obligation to, monitor any and all transmissions, User Content (defined below), materials and information uploaded, posted or otherwise transferred using the Online Services. AXN may, but has no affirmative obligation to, review, censor, remove or otherwise prohibit the transmission or receipt of, or delete, remove or block access to, any materials which AXN, in its sole discretion, deems inappropriate, objectionable or in violation of any term or condition of this Agreement or applicable law. AXN reserves the right, but has no affirmative obligation, to monitor User accounts to (i) operate the Online Services properly; (ii) administer and manage AXN's business; (iii) provide all Users with the highest quality products and services; (iv) verify compliance with laws or this Agreement; (v) protect AXN and its Users; and/or (vi) satisfy any law, regulation or other government request.

c. Other Users.   User acknowledges that other Users have access to the Online Services and information made available thereby. The actions of such other Users are beyond the control of AXN. Accordingly, AXN does not assume any liability for or relating to any impairment of the privacy, security, confidentiality, integrity, availability or restricted use of the Online Services or any content provided thereby from any other User's actions or omissions.

d. Privacy Policy.   In an effort to address User's privacy concerns, AXN has instituted the following privacy policy, located at www.athletixnation.com/privacy_policy (the "Privacy Policy"), which is incorporated herein by this reference. AXN reserves the right to change the Privacy Policy as set forth therein. User acknowledges that it has read and understands the Privacy Policy and that User has the obligation to periodically review the Privacy Policy. In the event any provisions contained in specific contest rules, eligibility requirements or other documents or privacy policies relating to a specific Online Service conflict with any terms, conditions or clauses contained in the Privacy Policy, the provisions of such Online Service-specific documents shall govern.

e. Circumvention.   User agrees not to access User Content, the Online Services or any other aspect of or information contained on the account-access only portions of the Online Services through any technology or means other than through User's account using User's Account Information. User agrees not to use or launch any automated system, including, without limitation, "robots," "spiders" or "offline readers," that accesses the Online Services in a manner that sends more request messages to AXN or the Online Services in a given period of time than a human can reasonably produce in the same period by using a conventional web browser. Notwithstanding the foregoing, AXN grants the operators of public search engines permission to use spiders to copy materials from the web site portions of the Online Services for the sole purpose of creating publicly available searchable indices of such web sites, but not caches or archives of such materials. AXN reserves the right to revoke these exceptions either generally or in specific cases. User agrees not to collect or harvest any personally identifiable information, including, without limitation, Account Information, from the Online Services or AXN, nor to use the communications systems provided by the Online Services for any commercial solicitation, unless otherwise agreed to in writing by AXN.

3.     User Content and User Conduct

a. User Content.   The Online Services may allow Users to upload, post, provide, transmit, revise, comment and otherwise transfer (collectively, "post") content selected by the applicable User (the "User Content"). User Content may include, without limitation, text, comments, messages, information, communications, data, graphics, articles, photographs, images, illustrations, recordings and audio and video clips posted by Users. Because User Content is selected and posted solely by Users, AXN does not have any control over such User Content. Sole responsibility for the User Content, and the consequences of posting such User Content, remains with the User posting such User Content. AXN does not guarantee any confidentiality or privacy with respect to any User Content. AXN does not endorse any User Content or any opinion, recommendation or advice expressed therein. User shall be solely responsible for the posting of User Content. In connection with the User Content, User affirms, represents and warrants that User owns or has the necessary licenses, rights, consents and permissions to use and authorize AXN to use all proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Online Services. User retains all ownership rights in User Content. By posting User Content to the Online Services, User hereby grants AXN a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, modify, edit, adapt, publish, translate, incorporate, prepare derivative and collective works utilizing, display and perform the User Content in any form, medium or technology now known or later developed throughout the universe. In addition, User hereby waives (or warrants that the owner of such User Content has expressly waived) any and all "moral rights" in the User Content as to any of the foregoing rights and licenses granted to AXN. AXN does not permit infringing activities or infringement of intellectual property rights using its Online Services, and AXN will remove or disable all User Content or other content if properly notified that such User Content or other content infringes on another person's intellectual property rights. AXN reserves the right to remove or disable User Content without prior notice.

b. Inaccurate Content.   All User Content originates from Users, and as such, is beyond the control of AXN. AXN neither initiates the posting of such User Content nor monitors the specific content or accuracy of the User Content being posted. Without limiting the generality of any other provision of this Agreement, AXN shall have no responsibility for or liability related to the accuracy, content, currency, completeness or delivery of the User Content provided by any User. User is responsible for the accuracy, content, currency, completeness and delivery of the User Content posted by such User, and User warrants that the User Content posted by User is accurate, current and complete. User shall indemnify AXN for any and all losses or damages AXN may incur regarding or related to the accuracy, content, currency, completeness or delivery of the User Content pursuant to the indemnification provisions of this Agreement.

c. Community Standards and Conduct.

i.   upload, post, email or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, slanderous, vulgar, obscene, pornographic, profane, indecent, sexually explicit, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or intended to offend any person based on a person's race, ethnic heritage, national origin, sex, sexual orientation or preference, age, physical or mental illness or disability, marital status, employment status, housing status, religion or other characteristics as may be defined by applicable civil rights laws or that is otherwise objectionable to AXN in its sole discretion;

ii.  harm minors in any way;

iii.  impersonate any person or entity, including, but not limited to, an AXN employee or representative, moderator, guide or host or falsely state or otherwise misrepresent its affiliation with a person or entity;

iv.  forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Online Services;

v.  upload, post or otherwise transmit any User Content that User does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

vi.  upload, post or otherwise transmit any User Content that infringes, or otherwise use the Online Services to infringe, any patent, trademark, trade secret, copyright or other proprietary rights of any party;

vii.  upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," multi-level marketing opportunities, franchises or any other form of solicitation;

viii.  upload, post or otherwise transmit any material or User Content that contains software viruses or any other malicious code, files or programs designed to interrupt, disrupt, destroy, damage or limit the functionality of any computer software or hardware or telecommunications equipment or violate the security of any computer network, crack passwords or security encryption codes or otherwise attempt to gain unauthorized access to any other computer system;

ix.  attempt to cause the traffic levels of the Online Services or other networks to rise without reason or for malicious purpose, including, without limitation, through transmission of large files to people for malicious purposes, "mailbombing," transmissions intended to raise the costs of another's access through excessive traffic levels, denial of service or similar attacks, repeatedly sending the same content to another person for the purpose of harassment or otherwise causing an unreasonable increase in traffic levels or usage of the Online Services as solely determined by AXN;

x.  disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Online Services are able to type or otherwise act in a manner that negatively affects other Users' ability to engage in meaningful exchanges;

xi.  interfere with or disrupt the servers or networks connected to the Online Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Online Services;

xii.  intentionally or unintentionally violate any applicable local, state, national or international law;

xiii.  "stalk," harass, threaten invade the privacy of or engage in predatory behavior towards another User of the Online Services or any other person; or

xiv.  collect, store or use personal data about other Users.

User's privilege to use the Online Services depends on User's compliance with the guidelines set forth above. AXN may revoke User's privileges or take any other appropriate measures to enforce these guidelines if violations are brought to its attention. User acknowledges that by providing User with the ability to post User Content, AXN and the Online Services are acting as a passive conduit for such distribution, and AXN is not undertaking any obligation or liability relating to any User Content posted or activities undertaken utilizing the Online Services.

4.     Intellectual Property

a. Online Services.   The AXN Intellectual Property (as defined below) is the valuable, confidential property of AXN and its licensors. Such AXN Intellectual Property is protected by international intellectual property laws. User may use the Online Services as permitted herein and may not otherwise modify, adapt, translate, or create derivative or collective works based on the Online Services without the prior written consent of AXN. As between the parties, AXN owns all right, title, and interest in and to the Online Services, with the exception of the User Content, and including, without limitation, all ancillary and interface software, all current and future enhancements, revisions, new releases and updates thereof and any derivative or collective works based thereon and all documentation thereto, all copyrights, trademarks, trade secrets, patents and goodwill therein, and all images, photographs, illustrations, graphics, audio, video and other data and content created by or for AXN therein (collectively, the "AXN Intellectual Property").

b. Trademarks.   "AthletixNation," "AXN," and any other trademarks included in the Online Services and any logos relating to the foregoing are trademarks or service marks of AXN and its licensors (collectively, the "AXN Trademarks"). All other trademarks, service marks and logos used in the Online Services are the trademarks, service marks or logos of their respective owners.

c. Notices.   User may not remove, reproduce, alter, use, display, modify, copy or obscure any copyrighted material, trademark, servicemark, legal or other proprietary notices in or on any portions of the Online Services, the Intellectual Property, the AXN Trademarks, the Confidential Information or any User Content.

5.     Payment and Fees

a. Payment.   User shall pay to AXN (or its affiliates, licensors or licensees, as applicable) for use of the Online Services the price and any other fees or expense charged by AXN for access to the Online Services, if any (collectively, the "Fees").

b. Collection and Taxes.   User shall be responsible for and shall pay AXN all currency conversion charges, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon ("Taxes"), whether imposed now or hereinafter by any governmental entity. User agrees to pay interest at the rate equal to the lesser of 1.5% per month, or the maximum rate allowed by applicable law, on any outstanding balance, together with costs of collection, including attorneys' fees and costs. In the event User fails to pay any amount when due, AXN may immediately suspend User's access to the Online Services or terminate this Agreement.

6.     User Representations

User represents and warrants to AXN that: (a) User is over the age of eighteen (18) or has reached the age of majority in the jurisdiction in which User resides and has the power and authority to enter into and perform User's obligations under this Agreement; (b) User has provided and will maintain accurate, complete and current registration information with AXN, including, without limitation, User's legal name, address, telephone number and email address, and will promptly provide updated information to AXN in the event such information changes; (c) User is an authorized signatory of the credit or charge card, if any, provided to AXN to pay the Fees, Taxes, purchase prices, and other charges related to the purchase of the Online Services; (d) User shall comply with all terms and conditions of this Agreement (including, without limitation, any rules or other agreement between the parties); (e) User's access to and/or use of the Online Services does not and will not constitute a breach or violation of any other agreement, contract, terms of use, or similar policy or understanding to which User is or may be subject; and (f) User will not use the Online Services to violate any statute, law, rule or regulation or to otherwise violate the legal rights of AXN or any other person.

7.     Confidential Information

By virtue of this Agreement, User may have access to information that is confidential to AXN (and its affiliates, licensors and/or licensees) ("Confidential Information"). AXN's Confidential Information shall include, but not be limited to, any documents, materials or content authored, owned or licensed by AXN and made available by AXN through the Online Services, the Online Services, documentation, any User submissions, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, terms and pricing, and any information clearly identified in writing or which, by its nature, should reasonably be known by User at the time of disclosure to be confidential. In the event Confidential Information is required to be disclosed by law or other governmental authority, User shall not be prohibited from disclosing such information by this Section provided that User shall first give prompt notice to AXN to allow AXN to make a reasonable effort to obtain a protective order restricting or limiting the disclosure of the Confidential Information to the extent possible. User acknowledges that AXN's Confidential Information constitutes valuable trade secrets and agrees that it shall use AXN's Confidential Information solely in accordance with the provisions of this Agreement and shall not use or disclose, or permit to be used or disclosed, the same, directly or indirectly, to any third party without AXN's prior written consent. User shall safeguard AXN's Confidential Information from unauthorized use and disclosure using measures that are equal to the standard of performance used by the institution of which User is an authorized representative to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care.

8.     Links and Display of AXN Media Players

AXN, the Online Services, Users or other third parties may provide links to other Internet web sites or resources. Additionally, AXN's media players and other Online Services may be embedded into web sites operated by parties other than AXN. AXN has no control over such sites and resources, and therefore User acknowledges and agrees that AXN does not endorse and is not responsible for any such external sites or resources, the privacy policies and other practices of such sites or resources or for any content, information, advertising, products or other materials on or available from such sites or resources. User further acknowledges and agrees that AXN 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 such content, information, advertising, products or other material available on or through such site or resource. By using the Online Services, User expressly relieves AXN from any and all liability arising from User's use of any third-party web site. AXN encourages Users to be aware when Users leave the Online Services or otherwise visit external sites and to read the terms and conditions and privacy policy governing each other web site that User visits.

9.     Infringement Notification

a.   Copyright owners or agents thereof may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") if such owners or agents believe that any User Content or other content infringes upon their copyrights by providing AXN's Copyright Agent (as defined below) with the following information in writing:

i.  A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

ii.  Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

iii.  Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

iv.  Information reasonably sufficient to permit the service provider to contact to person making the statement, such as an address, telephone number, and, if available, an electronic mail;

v.  A statement that the copyright owner or agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

vi.  A statement that the information in the notification is accurate, and under penalty of perjury, that the person making the statement is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

b.  AXN's designated Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, c/o AthletixNation, Inc., 8527 Bluejacket St., Lenexa, KS 66214-1656; email: copyright@athletixnation.com; fax: (913) 904-1337. Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the DMCA notice.

c.  Counter-Notice. If User believes that the User Content that was removed (or to which access was disabled) is not infringing, or that User has the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the User Content, User may send a counter-notice containing the following information to the Copyright Agent:

i.  User's physical or electronic signature;

ii.  Identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;

iii.  A statement that User has a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and

iv.  User's name, address, telephone number, and e-mail address, a statement that User consents to the jurisdiction of the federal court in Kansas City, Kansas, and a statement that User will accept service of process from the person who provided notification of the alleged infringement.

d.  If a counter-notice is received by the Copyright Agent, AXN may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the User providing such User Content, the removed User Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at AXN's sole discretion.

10.     Termination

This Agreement is effective upon User's unequivocal acceptance as set forth herein and shall continue in full force until terminated. User agrees that AXN, in its sole discretion, may terminate User's use of the Online Services or any part thereof upon prior notice, and remove and discard any Content, in the event User violates this Agreement. User agrees that AXN may immediately suspend User's account and access to the Online Services or any part thereof in order to conduct an investigation in the event it believes User has violated this Agreement or if it determines that User is a repeat infringer of another's intellectual property or other rights. AXN may also, in its sole discretion and at any time, discontinue providing the Online Services, any part thereof, any User Content or any products or services advertised thereon, with or without notice. In addition to any other method of termination or suspension provided for in this Agreement, Company reserves the right to terminate this Agreement at any time and for any reason upon ten (10) days notice to User. Further, User agrees that AXN shall not be liable to User or any third-party for any termination or suspension of User's access to the Online Services or any part thereof, removal of User Content or sale of any products. User may terminate this Agreement at any time by immediately discontinuing all access to the Online Services and by providing notice to AXN of such discontinuance. Termination or cancellation of this Agreement shall not affect any right or relief to which AXN may be entitled at law or in equity. Upon termination of this Agreement, User shall terminate all use of the Online Services and any content provided thereby. In the event of termination, User will not be entitled to any refund of any Fees or other charges, if any, paid in connection with this Agreement.

11.     Disclaimer of Warranties

THE ONLINE SERVICES ARE PROVIDED "AS IS," "WHERE IS," AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE ONLINE SERVICES IS AT USER'S SOLE RISK. AXN DOES NOT WARRANT THAT USER'S USE OF THE ONLINE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES AXN MAKE ANY WARRANTY AS TO THE ACCURACY OF ANY USER CONTENT OR AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE ONLINE SERVICES. AXN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION, TITLE, NON-INFRINGEMENT, ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING, OR TIMELINESS, IN RELATION TO THE ONLINE SERVICES. USER IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN IN RELIANCE ON THE ONLINE SERVICES OR ANY INFORMATION, USER CONTENT OR CONTENT THEREIN, INCLUDING, WITHOUT LIMITATION, INACCURATE OR INCOMPLETE INFORMATION. ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY, AND OTHER LEGAL RIGHTS MAY BE GRANTED IN SUCH JURISDICTIONS. PLEASE NOT THAT NO ADVICE OR INFORMATION OBTAINED BY USER THROUGH THE ONLINE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THIS AGREEMENT.

12.     Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AXN NOR ANY OF ITS AFFILIATES OR SUBSIDIARIES SHALL BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE ONLINE SERVICES OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USER'S USE OR INABILITY TO USE THE ONLINE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE ONLINE SERVICES, ANY INACCURACY OR INCOMPLETENESS OF THE USER CONTENT OR INFORMATION CONTAINED IN THE ONLINE SERVICES, ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE ONLINE SERVICES OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE ONLINE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AXN'S NOR ANY OF ITS AFFILIATES OR SUBSIDIARIES' TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL PURCHASE PRICE AND/OR FEES PAID, IF ANY, BY USER TO AXN HEREUNDER. IF USER IS DISSATISFIED WITH THE ONLINE SERVICES, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE ONLINE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 10.

AXN IS NOT AN INSURER WITH REGARD TO PERFORMANCE OF THE ONLINE SERVICES. THE DISCLAIMER OF WARRANTIES AND THE LIMITATION OF LIABILITY AND REMEDY ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES. USER AGREES TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY AXN CONTAINED HEREIN; AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT, IF ANY, OF THE LIMITED REMEDY PROVIDED HEREUNDER.

USER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT AXN SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING IS BORNE SOLELY BY USER.

THIS SECTION DOES NOT LIMIT LIABILITY FOR BODILY INJURY OF A PERSON OR FOR DAMAGES CAUSED BY AXN'S GROSS NEGLIGENCE OR WILLFUL OR INTENTIONAL MISCONDUCT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY, AND OTHER LEGAL RIGHTS MAY BE GRANTED IN SUCH JURISDICTIONS.

13.     Indemnification

User agrees to indemnify, hold harmless and defend AXN, any of its affiliates or subsidiaries and any members, officers, employees and agents of the foregoing, from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person or entity, arising out of or relating to: (a) User's breach or alleged breach of any User representations, warranties, covenants or obligations under this Agreement; (b) User's use of the Online Services, including any data, User Content, communication or work transmitted or received by User; (c) any unacceptable use of the Online Services by User or through User's account, including, without limitation, any statement, data or User Content posted, made, transmitted or republished by User which is prohibited as unacceptable under this Agreement; (d) any intentional or negligent act or omission of User; (e) User's violation of any third party rights, including, without limitation, any intellectual property or privacy right; (f) any claim that any User Content posted by User caused damage to a third party; and/or (g) any other claim related to User's use of the Online Services or relating to User's performance under this Agreement.

14.     Miscellaneous

a. Independent Contractors.   The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

b. Amendment.   AXN shall have the right, at any time and without notice, to add to or modify the terms of this Agreement concerning the use of the Online Services, simply by delivering such amended terms to User by email at the address provided to AXN by User or by posting such amended terms via the Online Services. User's access to or use of the Online Services after the date such amended terms are delivered to User shall be deemed to constitute acceptance of such amended terms. User acknowledges that User has a responsibility to periodically review this Agreement for updates, modifications and amendments that govern User's use of the Online Services.

c. Assignment.   User shall not assign any of its rights, duties or obligations under this Agreement without the prior written consent of AXN, and any attempted assignment or delegation without such consent shall be void and of no effect.

d. Waiver.   No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

e. Severability.   If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

f. Notice.   Unless otherwise provided in this Agreement, all notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or e-mail to either party's last known post office, facsimile or e-mail address, respectively. User hereby consents to notice by email. Unless otherwise provided in this Agreement, all notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, provide to the other party.

g. Law.   This Agreement shall be treated as though it were executed and were to be performed in Johnson County, Kansas, USA. User agrees that the Online Services shall be deemed solely based in Kansas, and that the Online Services, including the AXN web site through which access is provided, shall be deemed passive and does not give rise to personal jurisdiction over AXN, either specific or general, in jurisdictions other than Kansas. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts or the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which are expressly excluded. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Kansas, USA, without regard to its internal provisions governing conflicts or choice of law.

h. Forum; Jurisdiction; Arbitration for Non-United States Users.   

i.  Non-United States Users. In the event User is not a citizen or resident of the United States, all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement (except for claims by AXN for injunctive or other equitable relief, which shall be governed by the provisions of Section 14(h)(ii)) shall be settled by arbitration in accordance with UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the International Chamber of Commerce ("ICC") acting in accordance with the rules adopted by the ICC for this purpose, and the place of arbitration shall be in the Kansas City, Missouri, U.S.A metropolitan area. There shall be only one arbitrator. The award shall be in law and not in equity and shall be final and binding on both parties. The parties hereto irrevocably agree to submit all matters and disputes arising in connection with this Agreement to arbitration in the Kansas City, Missouri, U.S.A. metropolitan area. The language of arbitration shall be English. The decision of the arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in any country or region.

ii.  United States Users. In the event that User is a citizen or resident of the United States (or if AXN seeks an injunction or other equitable relief), all actions, claims or disputes arising under or relating to this Agreement shall be brought exclusively in the federal or state courts located in or serving Johnson County, Kansas, USA. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts located in or serving Johnson County, Kansas, USA. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts located in or serving Johnson County, Kansas, USA and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court located in or serving Johnson County, Kansas, USA.

iii.  Exceptions; Claims by AXN for Injunctive Relief. In the event the foregoing arbitration provision does not apply, is found inapplicable or otherwise not given full force and effect, the parties agree that the provisions of Section 14(h)(ii) shall apply.

i. Process.  The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court or arbitrator, including, without limitation, service by certified or registered mail, return receipt requested. No provision of this section shall affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions or proceedings to enforce in any lawful manner a judgment issued by the state or federal courts located in or serving Johnson County, Kansas, USA.

j. Action.  . No action arising under this Agreement may be brought by User more than one (1) year after the cause of action has accrued.

k. Equitable Relief.   The parties agree that breach of the provisions of this Agreement, including, without limitation, the unauthorized use or duplication of the Online Services, would cause irreparable harm and significant injury to AXN which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that AXN has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies AXN may have for User's breach of this Agreement.

l. Attorney's Fees.  If any action in law or in equity or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

m. Headings  The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.

n. Force Majeure  Neither party shall be responsible or liable for failure to fulfill its obligations under this Agreement (except for payment of any fees) due to any major unforeseeable event beyond the control of, and not caused by the fault or negligence of, such party or its agents, including, without limitation, an act of God, fire, earthquake, flood, explosion, action of the elements, war invasion, terrorism, insurrection, riot, mob violence, sabotage, inability to procure equipment, facilities, materials or supplies in the open market, failure of power, failure of transportation, failure of telecommunications systems or infrastructure, strike, lockout, action of labor unions, condemnation, requisition, law or order of government, civil or military authorities; provided that the party failing to perform in such event shall promptly resume or remedy, as the case may be, the performance of its obligations hereunder as soon as practicable.

o. Survival  The terms and provisions of Sections 3-4, 6-8 and 11-14, inclusive, shall survive any termination or expiration of this Agreement.

p. Entire Agreement  This Agreement, in conjunction with any documents referenced herein, constitutes the complete and exclusive statement of the agreement between the parties with respect to the Online Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Online Services.

q. Controlling Language  The controlling language of this Agreement is English. Any translations or this Agreement that may have been provided by AXN have been provided for convenience only and shall have no binding effect.