Terms Of Use

The following are terms of a legal agreement ("Agreement") between you and Exusia, Inc. ("Exusia"). By accessing, browsing and/or using www.exusia.com and additional Exusia produced and managed websites (together, the "Site") you acknowledge that you have read, understood and agree to be bound by these terms and to comply with all applicable laws and regulations. If you do not agree to these terms, do not use this Site. This Site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this Site may contain technical inaccuracies or typographical errors.

Exusia reserves the right, at its sole discretion, to alter and update the Terms of Use from time to time; therefore, we urge visitors to our Site to review the current version of the Terms of Use each time they return to our Site. The date of the most recent update is reflected at the bottom of this document.

Hyperlinking

Exusia makes no representations whatsoever about any other web site which you may access through this one. When you access a non-Exusia web site, please understand that it is independent from Exusia, and that Exusia has no control over the content on that web site, even if Exusia provides information or services to the owner of that web site. In addition, a link to a non-Exusia web site does not mean that Exusia endorses or accepts any responsibility for the content or the use of such web site. Exusia disclaims any and all liability and responsibility for such content.

Copyrights and Use of Site Content

The copyright in all materials provided on this Site is held by Exusia or by the original creator of the material. Except as stated herein, none of the 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 otherwise, without the prior written permission of Exusia or the copyright owner. Permission is granted to download one copy of the materials on this Site on a single computer for your personal or internal business use only provided that you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates immediately if you breach this Agreement. You may not "mirror" any material contained on this Site without Exusia's express written permission. Any unauthorized use of the materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes. All content and functionality on this Site, including text, graphics, logos, icons, and images and the selection and arrangement thereof, are the exclusive property of Exusia or its licensors and is protected by U.S. and international copyright laws. All rights not expressly granted are reserved.

© 2012-2014 Exusia, Inc.
140 Broadway, 46th Floor
New York, NY 10005
USA
Telephone: + 1 1 212 537 4434
Facsimile: + 1 646 390 2417
All rights reserved.

Exusia prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on this Site infringes your copyright or other intellectual property rights, you should notify Exusia of your copyright infringement claim to:

Exusia, Inc.
140 Broadway, 46th Floor
New York, NY 10005
USA
Telephone: + 1 1 212 537 4434
Facsimile: + 1 646 390 2417
All rights reserved.

Exusia will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act ("DMCA"). To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):

  1. Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. 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;
  3. 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;
  4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  5. A statement that the complaining party 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;
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Trademarks

The trademarks, service marks and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Exusia. Other trademarks, service marks and trade names may be owned by others. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other Exusia intellectual property displayed on this Site. Exusia aggressively enforces its intellectual property rights to the fullest extent of the law. The name Exusia and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission from Exusia. Exusia also prohibits use of Exusia and any other Trademarks as part of a link to or from any site unless establishment of such a link is approved in advance by Exusia in writing.

User Postings

You acknowledge and agree that Exusia shall own and have the unrestricted right to use, publish, in electronic form and otherwise, distribute and exploit any and all information that you post or otherwise publish on this Site ("Submissions"). You hereby waive any and all claims against Exusia for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution or any other intellectual property rights in connection with Exusia's use and publication of such Submissions. This means that anything submitted by you to this Site will be owned by Exusia and may be used by Exusia for any purpose, now or in the future, without any payment to, or further authorization by, you. In the event Exusia's ownership of such Submissions is successfully contested, you automatically grant Exusia a perpetual, royalty-free, non-exclusive, sublicensable, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such Submissions, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes. Exusia does not represent or endorse the accuracy or reliability of any Submissions displayed, uploaded, posted on any message board, or otherwise distributed through this Site by any user of this Site, information provider or any other third party. Exusia expressly disclaims any and all liability related to Submissions, and you acknowledge that any reliance upon such Submissions shall be at your sole option, liability and risk. You covenant that you shall not post or otherwise publish on the Site any materials that: (i) are threatening, libelous, defamatory, or obscene; (ii) would constitute, or that encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate law; (iii) infringe the intellectual property, privacy, or other rights of any third parties; (iv) contain a computer virus or other destructive element; (v) contain advertising; or (vi) constitute or contain false or misleading statements. Exusia in its sole discretion reserves the right to refuse to post and the right to remove any information or Submission from this Site, in whole or in part, for any reason.

Use of Information Contained on this Site

There may be delays, omissions or inaccuracies in information obtained through your use of this Site. The information on the site is provided to you with the understanding that Exusia's provision of this information to you does not constitute the rendering of investment, consulting, legal, accounting, tax, career or other advice or services.

Information on this Site should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with professional advisors. Moreover, Exusia does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded or distributed through this Site by Exusia, any user, information provider or any other person or entity. You acknowledge that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole option, liability and risk. Moreover, Exusia does not grant any license or other authorization to you to use this Site in any manner if such use in whole or in part suggests that Exusia promotes or endorses a third party's causes, ideas, political campaigns, political views, web sites, products or services.

Access to This Site

Exusia may alter, suspend or discontinue this Site and your access to use this Site at any time for any reason without notice or liability to you or any third party. This Site may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damages to the user's systems or operations. The user shall be solely responsible for ensuring that any information or content obtained from this Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage the user's systems, software or data.

Disclaimer of Warranties and Limitation of Liability

THIS SITE AND ALL MATERIALS THEREON ARE DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXUSIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, EXUSIA DOES NOT WARRANT THAT: (1) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

UNDER NO CIRCUMSTANCES SHALL EXUSIA OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE INFORMATION CONTAINED ON THIS SITE OR OBTAINED FROM YOUR USE OF THIS SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, EVEN IF EXUSIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EXUSIA'S OR ANY OF ITS PREDECESSORS', SUCCESSORS', PARENTS', SUBSIDIARIES', AFFILIATES', OFFICERS', DIRECTORS', SHAREHOLDERS', INVESTORS', EMPLOYEES', AGENTS', REPRESENTATIVES' AND ATTORNEYS' AND THEIR RESPECTIVE HEIRS', SUCCESSORS' AND ASSIGNS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED $1.

Indemnification

You hereby indemnify, defend, and hold harmless Exusia and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of or relating to any breach by you of this Agreement or the representations, warranties, and covenants you have made by agreeing to the terms of this Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim. Exusia reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of New York without reference to conflict of laws principles. You expressly agree that exclusive jurisdiction resides in the courts of the state of New York. You further agree and expressly consent to the exercise of personal jurisdiction in the state of New York in connection with any dispute or claim involving Exusia.

Severability

If a court of competent jurisdiction declares any provision of this Agreement to be invalid, unlawful or unenforceable as drafted, such provision shall be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law. If such provision cannot be so amended and construed, the provision shall be severed, and the remaining provisions shall remain unimpaired and in full effect to the fullest extent permitted by law.

Assignment

Exusia may assign this Agreement or any of its rights or interests hereunder, or delegate any of its obligations hereunder, to (i) an affiliate, (ii) Exusia's successor pursuant to a merger, reorganization, consolidation or sale, or (iii) an entity that acquires all or a substantial portion of Exusia’s assets or business.

Waiver

No course of dealing, failure by Exusia to require the strict performance of any obligation assumed by you hereunder, or failure by Exusia to exercise any right or remedy to which it is entitled, shall constitute a waiver or cause a diminution of the rights or obligations provided under this Agreement. No provision of this Agreement shall be deemed to have been waived by any act or knowledge of Exusia except by a written instrument signed by a duly authorized representative of Exusia. Waiver by Exusia of any default by you shall not constitute a waiver of any other or subsequent default by you.

Entire Agreement

This Agreement constitutes the entire agreement between you and Exusia with respect to the subject matter of this Agreement and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding that subject matter.

Last Updated: February 4, 2014

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