Terms of Use

Last Updated: October 20, 2020

PLEASE READ THESE TERMS OF USE CAREFULLY. The following Terms of Use Agreement
("Agreement") between you (sometimes referred to as "you" or "your")
and XYZ Media, Inc. ("we," "our," "us," or "XYZ Media") describes
the terms and conditions on which you may access and use our website and any other website,
blog, page, section, or feature that links to this Agreement (collectively, the "Site"), our
mobile application (the "App"), and all related services, software, or features (the
Site together with the App, collectively, the "Services").

By accessing and using any of the Services, you acknowledge that you have read, understood
and agree to be bound by the terms and conditions of this Agreement. The disclaimers, terms,
and conditions in this Agreement are of general application and may be supplemented by additional
policies, procedures, disclaimers, guidelines, rules, terms, and conditions of specific application
that we disclose.

IMPORTANT: THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION IN SECTION 19 REQUIRING ALL
CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. BY AGREEING TO THIS AGREEMENT, YOU AND XYZ
MEDIA HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

DO NOT ACCESS THE WEBSITE IF YOU DO NOT AGREE TO THESE TERMS OF USE.

REVISIONS TO THIS AGREEMENT
We may revise and update this Agreement from time to time without prior notice to you and
will post the updated Agreement to the Services. ANY CHANGES TO THIS AGREEMENT WILL APPLY
IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes,
any changes to this Agreement will not apply retroactively to events that occurred prior to such
changes. Your continued use of our Services will constitute your agreement to any new provisions
within the revised Agreement.

THE PURPOSE OF THE SERVICES
We offer the Services to you as an informational service only. The design and function of the
Services and the content contained therein, such as text, blog posts, graphics, images, audio and
video files, user help files, user interface, layout and presentation, analytic and demographic
data relating to your use of the Services, and other material contained in the Services are for
informational purposes only.

YOUR USAGE OF THE SERVICES
On the condition that you comply with all of your obligations under this Agreement, and subject
to additional terms of any third-party licenses applicable to third-party software included in
the Services, we hereby grant to you a limited, revocable, non-exclusive, non-transferable,
non-sublicensable right to access and use the Services solely in connection with your personal,
non-commercial, and lawful purposes. We reserve all rights not otherwise expressly granted by
this Agreement. If you do not comply with this Agreement, we reserve the right to revoke any
license granted herein and limit your access to the Services. Any use of the Services that exceeds
the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation
of this Agreement, which may result in the termination of your right to access and use the Services.
Your access to these Services is provided on a temporary basis with no guarantee for future
availability. We reserve the right to withdraw or modify any XYZ Media Content (defined below)
or services we provide on the Services without notice.

XYZ MEDIA INTELLECTUAL PROPERTY
The Services contain copyrighted material, trademarks and other proprietary information, including,
but not limited to, software, text, graphics and images (collectively, the "XYZ Media Content").
We may own the XYZ Media Content, or portions of the XYZ Media Content may be made available to us
through arrangements that we have with third parties. The XYZ Media Content is protected by United
States and foreign intellectual property laws. Unauthorized use of the XYZ Media Content may result
in violation of copyright, trademark or other laws. You have no rights in the XYZ Media Content,
and you may not copy, redistribute, retransmit, publicize or make commercial or non-commercial use
of the XYZ Media Content without our express written permission. The use or posting of any of the
XYZ Media Content on any other website or in a networked computer environment for any purpose is
expressly prohibited. You must retain all copyright and other proprietary notices contained in the
original XYZ Media Content on any copy you make of the XYZ Media Content. For clarity, there is no
prohibition against you maintaining hyperlinks on your own website(s) that lead visitors to a page
on the Services.

The trademarks, service marks, and logos used and displayed on the Services are the registered
and unregistered trademarks or service marks of ours or of our third-party partners (collectively,
the "Mark(s)"). Nothing in this Agreement should be construed as granting any license or
right to use any Marks without our prior written consent specific for each such use. The Marks
may not be used to disparage any party or their respective products or services, or in any manner
that may damage any goodwill in the Marks. All goodwill generated from the use of any Mark shall
inure to the benefit of the Mark owner.

For the avoidance of doubt, as between you and XYZ Media, the Services, including the XYZ Media
Content, Marks, and all intellectual property rights in and to the Services, XYZ Media Content,
and Marks, and any changes, modifications or corrections thereto, are the property of XYZ Media
and its affiliates and licensors, and are protected from unauthorized copying and dissemination
by United States copyright law, trademark law, international conventions and other intellectual
property laws. Nothing shall be construed as granting to you, by implication, estoppel, or
otherwise, any license or right to use the Services or any XYZ Media Content or Marks, through
the use of framing or otherwise, except: (a) as expressly permitted by this Agreement; or (b)
with the prior written permission of XYZ Media or such third party that may own such XYZ Media
Content.

YOUR RESPONSIBILITIES
You agree that when using the Services, you will not:
- (a) Delete, modify, hack, or attempt to change or alter any of the XYZ Media Content
  or notices on the Services;
- (b) Use any device, software, or routine intended to damage or otherwise interfere
  with the proper functioning of the Services, servers, or networks connected to the Services
  or take any other action that interferes with any other person's use of Services;
- (c) Use any bot, spider, or other automatic or manual device or process for the purpose
  of harvesting or compiling information on the Services for any reason;
- (d) Copy, modify, create derivative works, reverse engineer, decompile, disassemble,
  or otherwise attempt to learn the source code, structure, or ideas upon which the Services
  is based;
- (e) Introduce into the Services any virus, rogue program, trojan horse, worm or other
  malicious or intentionally destructive code, software routines, or equipment components
  designed to permit unauthorized access to disable, erase, or otherwise harm the Services
  or XYZ Media Content, or perform any such actions;
- (f) Introduce into the Services any back door, time bomb, drop dead device, or other
  software routine designed to disable a computer program automatically with the passage of
  time or under the positive control of an unauthorized person;
- (g) Use any XYZ Media Content made available through the Services in any manner that
  misappropriates any trade secret or infringes any copyright, trademark, patent, rights
  of publicity, or other proprietary right of any party;
- (h) Access or attempt to access any other person's information or content, or collect
  personal or otherwise identifying data about other users for any reason whatsoever;
- (i) Send any chain letters, junk mail, unauthorized e-mail, or advertisements;
- (j) Encourage any illegal activities, or post anything that is obscene, defamatory,
  threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person
  or entity;
- (k) Decrypt, transfer, frame, display, or translate any part of the Services;
- (l) Connect to or access any of our computer systems or networks without authorization;
  or
- (m) Use the information in the Services to create or sell a similar service or similar
  information.

YOUR CONTENT
Any information, comments, postings, text, images, messages, files, and/or other materials you post,
transmit through, or link from the Services (collectively, "Your Content") are your sole
responsibility. We do not pre-screen or approve Your Content and we have no obligation to monitor
Your Content. However, we reserve the right to review, modify, monitor, distribute, remove, or
delete any of Your Content at our sole discretion. We reserve the right at all times and in our
sole discretion to disclose any information as we deem necessary to satisfy any applicable law,
regulation, legal process, or governmental request or to edit, refuse to post, or to remove any
information or materials, in whole or in part. Without limiting the generality of the foregoing,
with respect to Your Content, you may not upload, post, or transmit any:
- (a) Content that is obscene, defamatory, threatening, harassing, abusive, slanderous,
  hateful, unduly repetitious, or embarrassing to any other person or entity;
- (b) Message, data, code, or software that would violate our, or any third party,
  proprietary or intellectual property rights, including unauthorized copyright text,
  images, programs, trade secrets, or other confidential proprietary information, or use
  trademarks or service marks in an infringing fashion;
- (c) Photos or video of any third party without express, written permission, and by
  uploading, transmitting, or posting any photo or video on or through the Services, you
  represent and warrant that you have express, written permission from all persons appearing
  in the media for all of our potential uses of such media;
- (d) Advertisements or solicitations of business, conduct, or services that would in
  any manner constitute threatening, harassing, harmful, or abusive behavior, or chain
  letters, pyramid schemes, or bulk e-mail lists;
- (e) Materials that are fraudulent, involve the sale of counterfeit or stolen items,
  or could cause us to violate any applicable law, statute, ordinance, or regulation.
By uploading, transmitting, or posting Your Content, you grant to us a perpetual, non-exclusive,
worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish,
post, transmit, and distribute Your Content in its entirety or in part.

YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OR ANY ACTIVITIES
ASSOCIATED WITH ANY OF YOUR CONTENT. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON YOUR CONTENT
OR OTHER CONTENT YOU FIND ON THE SERVICES ARE SOLELY YOUR RESPONSIBILITY. UNDER NO CIRCUMSTANCES
WILL WE BE LIABLE IN ANY WAY FOR YOUR CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A
RESULT OF THE USE OF ANY OF YOUR CONTENT MADE AVAILABLE ON THE SERVICES. YOU AGREE TO INDEMNIFY
US AND OUR AFFILIATES AND BUSINESS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR
AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS'
FEES, ARISING FROM ANY SUCH MATERIALS OR ANY FAILURE TO COMPLY WITH THIS SECTION.

ACCESS THROUGH MOBILE DEVICES
Your contract with your mobile network provider ("Mobile Provider") will continue to apply
when accessing or using the Services on your mobile, handheld device ("Mobile Device"). You
understand that your Mobile Provider may charge you fees for your use of its network connection
services while accessing or using the Services, for data downloading, e-mail, text messages, for
roaming, and other Mobile Provider or third party charges. YOU ACCEPT RESPONSIBILITY FOR ALL
MOBILE PROVIDER FEES.

THIRD PARTY WEBSITES AND ADVERTISING
The Services contain links to third party websites and advertising ("External Sites").
These links are provided only as a convenience to you and not as an endorsement by us of any of
the XYZ Media Content on such External Sites. We do not control the External Sites and are not
responsible for any of their content. You should take precautions when downloading files from
External Sites to protect your computer from viruses and other destructive programs. If you decide
to access any External Sites, you do so at your own risk. You should contact the site administrator
or webmaster for these External Sites with any questions or concerns you have regarding their
content, terms of use, or privacy policies.

YOUR PRIVACY
The XYZ Media Privacy Policy describes how we collect and use
your personally identifiable information generated from the Services. When you use the Services,
information transmitted over the Internet is beyond our control. Although we take reasonable steps,
including the implementation of physical, organizational, and technical controls, to protect your
information, you acknowledge and agree that you provide any information, including personally
identifiable information, to the Services at your own risk.

SYSTEM UNAVAILABILITY
There may be times when the Services are unavailable due to technical errors or for maintenance and
support activities. We do not represent, warrant, or guarantee that the Services will always be
available or are completely free of human or technological errors.

ERRORS
The Services may contain typographical mistakes, inaccuracies, or omissions and some information
may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies,
or omissions and to change or update information at any time without prior notice. We do not make
any representation or warranty concerning errors, omissions, delays, or defects in the Services or
any information supplied to you via the Services, or that files available through Services are free
of viruses, worms, trojan horses, or other code that include or manifest contaminating or
destructive characteristics.

COMPATIBILITY
You must provide the equipment and Internet connections necessary to access the Services at your
own expense. We do not guarantee that the Services will operate with your computer, Mobile Device,
internet service plans, or Mobile Provider service plans or with any particular computer or other
piece of hardware, software, equipment, or device you install on or use with your computer.

NO GUARANTEES
THE SERVICES AND OUR XYZ MEDIA CONTENT (COLLECTIVELY, THE "SYSTEM") ARE PROVIDED "AS IS".
WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY,
AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SYSTEM; (II)
ANY ADVICE YOU GLEAN FROM THE SYSTEM; OR (III) ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE
THROUGH THE SYSTEM. WE DO NOT PROMISE THAT THE SYSTEM WILL BE UNINTERRUPTED, OR WILL BE
ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER
MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY
OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION,
MIS-DELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT.

WE ARE NOT LIABLE TO YOU FOR YOUR USE OF THE SERVICES
We are not responsible for any damages to you or anyone filing suit on your behalf for any reason.

XYZ MEDIA AND ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST (COLLECTIVELY, THE "XYZ
MEDIA PARTIES"), WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS,
DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SYSTEM OR ANY INFORMATION
YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SYSTEM AND YOU VOLUNTARILY AND UNEQUIVOCALLY
WAIVE ANY LIABILITY OF THE XYZ MEDIA PARTIES.

YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING
THE SERVICES. YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES, THAT SUCH USAGE IS AT YOUR SOLE
RISK AND YOU ACCEPT THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT, INCLUDING THE LIMITATION
OF LIABILITY AND DISCLAIMERS SET FORTH HEREIN. IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF XYZ
MEDIA PARTIES FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS
FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR
SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE HUNDRED DOLLARS
($100.00).

IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU
FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS
AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY
HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE
THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY
EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY
JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST
XYZ MEDIA.

INDEMNIFICATION
You agree to defend, indemnify and hold harmless the XYZ Media Parties from and against all claims,
actions, demands and expenses, including, without limitation, reasonable attorneys' and accounting
fees, arising from your access to, use or misuse of the XYZ Media Content or Services. We reserve
the right to assume the exclusive defense and control of any matter which is subject to
indemnification under this section. In such case, you agree to cooperate with any reasonable
requests in assisting our defense of such matter.

YOUR REPRESENTATIONS AND WARRANTIES
You represent, warrant, and covenant that you have the legal right to enter into this Agreement and
to use the Services according to the terms and conditions of this Agreement. If you are accepting
this Agreement and using the Services on behalf of another company or entity, you agree that such
company or entity will be bound by this Agreement. Additionally, you represent, warrant, and
covenant that all information you provide to us in connection with this Agreement or your use
of the Services, including but not limited to personal information, is current and correct.

YOUR COMPLIANCE WITH APPLICABLE LAWS
We make no claims concerning whether the XYZ Media Content may be downloaded or viewed, or is
appropriate for use outside of the United States. If you access the Services or the XYZ Media
Content from outside of the United States, you do so at your own risk. Whether inside or outside
of the United States, you are solely responsible for ensuring compliance with the laws of your
specific jurisdiction.

The United States controls the export of products and information. You expressly agree to comply
with such restrictions and not to export or re-export any of the XYZ Media Content to countries
or persons prohibited under the export control laws. By downloading the XYZ Media Content,
you are expressly agreeing that you are not in a country where such export is prohibited or
are a person or entity for which such export is prohibited. You are solely responsible for
compliance with the laws of your specific jurisdiction regarding the import, export, or re-export
of the XYZ Media Content.

AGREEMENT TO ARBITRATE
All disputes arising out of, or relating to, this Agreement (including formation, performance,
breach, enforceability, and validity of this Agreement) or our operation of the Services shall
be resolved by final and binding arbitration to be held in the English language in the City of
Bellingham, Washington, pursuant to the rules of the American Arbitration Association. The
arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority
to resolve any dispute relating to the interpretation, applicability, enforceability, or formation
of this Agreement, including, but not limited to, any claim that all or any part, of this Agreement
is void or voidable. Further, if you are located outside of the United States, we retain the
right to bring proceedings against you for breach of this Agreement in your country of residence
or any other appropriate country.

Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the
previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in
the Whatcom County District Court, for the purpose of enforcing any of the terms of this Agreement
pending a final determination in arbitration or permanent relief for the purpose of enforcing
arbitral awards.

The parties expressly waive any ability to maintain any class action in any forum. Any arbitration
claim or other proceedings by or between you and XYZ Media shall be conducted on an individual
basis and not in any class action, mass action, or on a consolidated or representative basis.
You further agree that the arbitrator shall have no authority to award class-wide relief or to
combine or aggregate similar claims or unrelated transactions. You acknowledge and agree that
this Agreement specifically prohibits you from commencing arbitration proceedings as a
representative of others. If for any reason a claim proceeds in court rather than in arbitration,
we each waive any right to a jury trial. Any claim that all or part of this class action waiver
is unenforceable, unconscionable, void, or voidable may be determined only by a court of
competent jurisdiction and not by an arbitrator.

COPYRIGHT INFRINGEMENT
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners
who believe that material appearing on the Internet infringes their rights under U.S. copyright
law. If you believe in good faith that materials on the Services infringe your copyright, and
that the use of such materials is not fair use, you (or your agent) may send us a notice requesting
that the material be removed, or access to it blocked. Notices and counter-notices must meet the
then current statutory requirements imposed by the DMCA (see www.copyright.gov for details).
Notices and counter notices with respect to the Services should be sent to the Contact information
listed at the bottom of this Agreement.

MISCELLANEOUS
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement
and your access to all or any part of the Services or the XYZ Media Content at any time and for
any reason without prior notice or liability. We reserve the right to change, suspend, or
discontinue all or any part of the Services or the XYZ Media Content at any time without prior
notice or liability.

As we develop our business, we might sell or buy businesses or assets. In connection with a
corporate sale, merger, reorganization, dissolution or similar event, we may assign or transfer
this Agreement to the person or entity acquiring the applicable assets or succeeding to the
applicable business. In the event of any such transaction, this Agreement shall remain in full
force and effect and shall be binding on you and any such successor and/or assign.

The provisions of this Agreement will be deemed severable, and the unenforceability of any one
or more provisions will not affect the enforceability of any other provisions. In addition,
if any provision of the Agreement, for any reason, is declared to be unenforceable, the parties
will substitute an enforceable provision that, to the maximum extent possible under applicable
law, accomplishes the intentions of the original provision. Our failure to act on or enforce
any provision of the Agreement shall not be construed as a waiver of that provision or any
other provision in this Agreement. No waiver of any breach or default hereunder shall be effective
against us unless made in writing, nor shall any such waiver be deemed to be a waiver of any
preceding or subsequent breach or default. This Agreement shall be governed by the laws of
the State of Washington without regard to conflicts of law principles. Any disputes regarding
this Agreement must be brought in the state or federal courts located in Washington, and the
parties hereby irrevocably consent to the jurisdiction and venue of any such court in any such
action or proceeding. This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof and supersedes all previous written or oral agreements between the
parties with respect to such subject matter. This Agreement will inure to the benefit of our
successors, assigns, licensees, and sublicensees.

CONTACT
If you have any questions concerning this agreement, please contact us using one of the
methods specified below.

[email protected]/early

XYZ Media, Inc
11 Bellwether Way #107
Bellingham, WA 98225