TERMS OF USE
LIFE123.COM
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING
THE WWW.LIFE123.COM WEBSITE OR RELATED SERVICES.
YOUR ACCESS OR OTHER USE OF THE LIFE123 SITE OR SERVICES CONSTITUTES YOUR
AGREEMENT TO BE BOUND BY THE TERMS OF SERVICE SET FORTH BELOW.
IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS,
YOU MAY NOT ACCESS OR USE THE LIFE123 SITE OR SERVICES AND SHOULD EXIT IMMEDIATELY.

Last Updated: September 23, 2009
Welcome to www.life123.com, operated by Life123, Inc. ("Life123", "we" or "us"), a Mindspark™ business.  By using the services offered on or through www.life123.com (the "Life123 Site"), you are agreeing to the terms and conditions listed below (the "Terms of Use" or “TOU”). We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms of Use at any time. You can always check out the most current version of these Terms of Use at this page. You can determine when these Terms of Use was last revised by referring to the "Last Updated" legend at the top of these Terms of Use.
In addition to these Terms of Use, your use of the Life123 Site and/or Services (as defined below) is governed by our Privacy Policy. You agree to Life123’s collection, use and sharing of your information as set forth in the Privacy Policy, which may be amended by us from time to time in our discretion.  If you elect to participate in the Life123 Writer’s Community, such participation will also be governed by the Writers’ Community Participation Agreement (the “Participation Agreement”) . When using particular Services, you shall be subject to any posted terms or guidelines applicable to such services, and any other terms or conditions applicable to Services provided by or in conjunction with any of Life123's content and service partners.  The Privacy Policy and any posted terms or guidelines are hereby incorporated by reference into these Terms of Use.
If you do not understand or agree to these Terms of Use, please do not use the Life123 Site or any Services (as defined below), and do not register to be a member of Life123.  If you have any questions or concerns regarding these Terms of Use, please let us know by emailing us at ugcadmin@life123.com. Do not use the Services until these questions and concerns have been answered to your satisfaction, and you agree to abide by the terms and conditions of these Terms of Use.

OVERVIEW
The Life123 Site offers a multi-purpose service which allows you to, among other things, search for and view articles, information and other materials regarding a wide array of topics (collectively, and together with the Life123 Site, the "Services").  For those users who have signed up to contribute articles and agreed to the Participation Agreement, the Services also include the opportunity to contribute user-generated content to the Life123 Site.  For such users, “Services” shall include the Writers’ Community program.  Services may be offered by Life123 itself, or by a third party partner/service provider.  Unless otherwise stated, these Terms of Use apply to all Services. All content and additional or replacement services made available through the Life123 Site that were not made available as of the "Last Updated" date above shall automatically be deemed to be part of the “Services” when first made available through the Life123 Site.
PLEASE NOTE THE FOLLOWING DISCLAIMER:
No Reliance on Life123 Site Content.  The Life123 Site contains advice, opinions, instructions, and other statements on a variety of topics from our staff and third party contributors.  This content is not professional or expert advice on any topic.  Rather, it is intended for general informational and entertainment purposes only.  As such, you use it at your own risk.  The content is provided on an “as is” basis, and we make no representations or guarantees as to its accuracy, completeness, usefulness, or suitability.  Therefore, we strongly urge you to consult a professional or other expert or authority in a field before undertaking any project or task described on the Life123 Site.
Without limiting the foregoing, nothing in on the Life123 Site shall be interpreted to as creating:
•    a financial or tax advisory relationship;
•    a doctor-patient or other medical, health, or nutritional advisory relationship;
•    an attorney-client relationship; or
•    any other relationship in which a duty of care arises.  
Reading content on this Life123 Site is not a suitable substitute for, among other things, consulting with a financial or tax professional about your finances or taxes; consulting with a doctor about any health-related issue; or consulting with an attorney about any legal issue.  You are solely responsible for any decisions you make.  In no event shall Life123, Inc. be liable for any damages whatsoever (whether direct, indirect, general, special, compensatory, consequential, and/or incidental), arising out or relating to any decisions you make based upon reading any content on the Life123 Site.
USE OF THE SERVICES; ELIGIBILITY; GRANT OF LIMITED LICENSE
You may access the Life123 Site and use the Services for personal, non-commercial purposes (except that, participants in the Writers’ Community program, may earn compensation for their contributions to the Life123 Site in accordance with the Participation Agreement).  Use of the Services is void where prohibited.   By accessing or otherwise using the Life123 Site and/or Services, you are acknowledging and agreeing, and representing and warranting that (i) you have read, understand, and agree to be legally bound and to abide by these Terms of Use (and Participation Agreement, if applicable), just as if you had signed a written agreement; (ii) you have the right, authority and capacity to enter into this agreement and to abide by all the terms and conditions of these Terms of Use; and (iii) if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party.
NOTICE TO USERS:  Portions of the Life123 Site may include user-generated-content.  Life123 assumes no responsibility for filtering or monitoring the content viewed by its members.
We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: (a) modify or discontinue the Services, including, but not limited to (i) restricting the time the Services are available, (ii) restricting the amount of use of the Services permitted (which may vary depending on membership level), and (iii) restricting or terminating any user's right to use the Services, with or without notice; (b) charge fees in connection with the use of all or part of the Services; (c) modify and/or waive any fees charged in connection with the Services; and/or (d) offer opportunities to some or all users of the Services. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Services, in whole or in part, or of any service, content or feature offered through the Services. Your continued use of the Services following the posting of changes to these TOU will constitute your acceptance of such changes
Subject to the above, the terms and conditions set forth herein, and any applicable third party restrictions, Life123 grants you a revocable, non-transferable, non-exclusive and non-sublicensable limited right and license to view, use and access the Services to (a) incidentally view, print and download the images, text, graphics, photographs, audio, video and other content to the extent made available by Life123 for such purposes on the Site, solely for your informational purposes and for your immediate, private, personal and non-commercial use; and (b) make purchases of goods and services through links found on or through the Services.  At all times you must retain all Life123 or third party copyright and proprietary notices contained in the original materials or any copies thereof.  All rights to ownership or use not expressly stated herein are reserved by Life123, Inc. and Life123, Inc. disclaims any and all implied licenses.
LIFE123’S PRIVACY POLICY
Pursuant to Life123's Privacy Policy, we may disclose to third parties certain information contained in your Registration Data or related data unless you choose to opt out from such disclosures.  Please note:  opting out may restrict your ability to utilize certain of the Services.  We may also disclose such information if we have a good faith belief that such action is reasonably necessary to comply with the law, legal process, or to enforce these Terms of Use. For more information, please see our full Privacy Policy.
NON-WRITERS’ COMMUNITY SUBMISSIONS
Except as otherwise provided herein, any and all comments, communications, suggestions, ideas, graphics, videos, content, data and other information that you transmit to Life123 via email, postal mail or through the Services, but excluding any Content (as defined in the Participation Agreement) submitted pursuant to the Participation Agreement (each, a "Submission"), shall remain your sole and exclusive property, and you shall be solely responsible for your Submission and the consequences of posting or publishing it.  By submitting your Submission to Life123, you hereby grant Life123 and its affiliates, successors and assigns a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable (through multiple tiers) and transferable license (with a right to create derivative works) to use, copy, transmit or otherwise distribute, perform, modify, incorporate into other works, publicly perform and display your Submission or any portion thereof, in or through any medium, whether now known or hereafter created.  Life123 shall be entitled to unrestricted use of any Submission for any purpose whatsoever, commercial or otherwise, without compensation to the submitter.  You also grant each user of the Life123 Site and Services a non-exclusive license to access your Submission through the Life123 Site or any other access point authorized by Life123, and to use, copy, transmit or otherwise distribute, perform, publicly perform, create derivative works of, and display your Submission to the extent expressly authorized by Life123 on the Life123 Site and/or in this TOU.  Any Submission you provide Life123 will be deemed public information.  None of the Submissions shall be subject to any obligation of confidence on the part of Life123, and Life123 shall not be liable for any use or disclosure of any Submissions.  All Submissions are subject to the COMMUNITY STANDARDS AND CONDUCT listed below. For more information about Content submissions as part of the Writers’ Community, please see the Participation Agreement [LINK TO PARTICIPATION AGREEMENT].
By submitting a Submission, you waive the right to make any claim against Life123, Inc. or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders related to the Submission, including, but not limited to, unfair competition, intellectual property infringement, invasion of privacy, negligence, breach of implied contract or breach of confidentiality, and you further waive all moral rights, so-called “droits morales” and any right of attribution you may have in any materials uploaded or sent to us by you. You represent and warrant that your Submission: (a) shall be true, accurate, current, complete and not misleading, (b) shall not violate the rights of any third party, including, but not limited to, intellectual property and proprietary rights, (c) shall not be fraudulent or involve counterfeit or stolen information or items, (d) shall not violate any law, statute, ordinance or regulation, and (e) shall not create any liability for Life123, Inc. or any of its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders. You further represent and warrant that (i) you own or have the necessary licenses, rights, consents and permissions to use and authorize Life123 to use all patent, trademark, trade secret, copyright or other proprietary rights in and to your Submission to enable inclusion and use of the Submission in the manner contemplated by this TOU; and (ii) you have any and all necessary written or implied consents, releases, and/or permissions of each and every identifiable individual person in the Submission to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the Submission in the manner contemplated by this Agreement.
COMMUNITY STANDARDS AND CONDUCT
You acknowledge that each Submission and any Content submitted as part of the Writers’ Community, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Submission or Content originated. This means that you are entirely responsible for any Submission or Content that you post, email or otherwise transmit to or via the Life123 Site or Services.
You agree to not use the Services (including, without limitation, the Life123 Site) to:
•    upload, post, email or otherwise transmit any Submission that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
•    harm minors in any way;
•    impersonate any person or entity, including, but not limited to, an Life123 official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
•    forge headers or otherwise manipulate identifiers in order to disguise the origin of any Submission transmitted through the Service;
•    solicit other users of the Life123 Site to join or become members of any online or other service;
•    upload, post, email or otherwise transmit any Submission or Content that you do 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);
•    upload, post, email or otherwise transmit any Submission or Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
•    upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
•    upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
•    disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services or an Life123 Forum are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
•    interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks or third party providers connected to, or providing the Services;
•    intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
•    "stalk" or otherwise harass another member or user of the Services; or
•    collect or store personal data about other users, or members.
LINKS/EXTERNAL SITES AND RESOURCES
The Services and certain Submissions or Content may contain, and other users or third parties may provide, advertisements for or links to other World Wide Web sites or resources. These sites and resources are not controlled by Life123, and the mere existence of the link on the Life123 Site does not imply an endorsement by Life123.  External Web sites and resources are not subject to these Terms and Conditions or the Life123 Privacy Policy, and may be subject to other terms and conditions or policies posted therein.  Because Life123 has no control over such sites and resources, you acknowledge and agree that Life123 is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Submission, Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Life123 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 Submission, Content, goods or services available on or through any external site or resource.  Your use of external sites or resources is at your own risk.
DISCLAIMER
Life123 and its service providers utilize diligent efforts to maintain the Services, but Life123 and its service providers are not responsible for any defects or failures associated with the Services, including, without limitation, the email service, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. In addition, Life123 and its service providers make no guarantees as to the sites and information located worldwide throughout the Internet to which you may access as a result of the use of the Services, including as to: (i) the accuracy, currency, content, completeness, non-infringement or quality of any such sites and information, or (ii) whether any search using the Services may locate unintended and objectionable content.
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU USE THEM AT YOUR SOLE RISK. LIFE123 EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY ARISING UNDER THE UNIFORM COMMERCIAL CODE, USAGE OF TRADE, COURSE OF CONDUCT OR OTHERWISE.
WITHOUT LIMITATION, LIFE123 MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING EMAILS, SUBMISSIONS, CONTENT OR OTHER MATERIALS OR COMMUNICATIONS SENT VIA THE SERVICES, IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU FROM LIFE123 PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF SERVICE.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT LIFE123 SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LIFE123 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE LIFE123 SITE OR SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES OR OPERATION OF THE LIFE123 SITE. IN NO EVENT SHALL LIFE123’S 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 THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE LIFE123 SITE.
You acknowledge and agree that Life123 and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be responsible or liable for (i) any unauthorized access to or alteration of your Submission; (ii) any Submission or Content sent or received or not sent or received and (iii) any Submission or Content stored on storage devices owned, operated or controlled by Life123. You acknowledge and agree that Life123 and its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be responsible or liable for any Submission or conduct of any third party, including, but not limited to, content sent using and/or included within the Services provided by any other user of the Life123 Site or any third party licensors or suppliers of Life123.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL SUCH EXPRESS, IMPLIED AND STATUTORY WARRANTIES SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST ACCESS THE SERVICES, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
INDEMNIFICATION
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS LIFE123, INC., ITS PARENTS, AFFILIATES AND SUBSIDIARY COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES) ARISING FROM YOUR USE OF THE LIFE123 SITE OR SERVICES, YOUR VIOLATION OF THESE TERMS OF SERVICE OR YOUR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. YOU AGREE TO IMMEDIATELY NOTIFY LIFE123 OF ANY BREACH OF SECURITY KNOWN TO YOU.
TERMINATION AND MODIFICATION
You agree that Life123, in its sole and absolute discretion, may terminate your use of the Services, and remove and discard any Submission(s) or other content within the Services, for any reason, including, without limitation, for lack of use or if Life123 believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Use. Life123 may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Terms of Use may be effected without prior notice, and acknowledge and agree that Life123 may bar any further access to the Services. Further, you agree that Life123 shall not be liable to you or any third-party for any termination of your access to the Services.
The provisions of these Terms of Use pertaining to disclaimers, exclusion of damages, limitations of liability and indemnification shall survive termination.
INTELLECTUAL PROPERTY
You acknowledge that the Life123 Site and Services contain information, software, photos, video, text, graphics, music, sounds or other material (collectively, "Materials") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Life123-generated Materials and Materials provided to Life123 by its partners and licensors is copyrighted individually and/or as a collective work under the U.S. copyright laws; further, Life123 owns a copyright in the selection, coordination, arrangement and enhancement of all Materials and in the Life123 Site as a whole.  Subject to your compliance with the TOU, and solely for so long as you are permitted by us to access and use the Services, you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices, and are in compliance with these Terms of Use.  Unless otherwise specified, modification of the Materials or use of the Materials for any other purpose, including use of any such Materials on any other Web site or networked computer environment is strictly prohibited. In the event you download software provided by the Life123 Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by us. We do not transfer title to the Software to you. Except as otherwise expressly authorized in writing in advance by us, you agree not to reproduce, redistribute, sell, modify, rent, lease, loan, adapt, translate, create derivative works based (whether in whole or in part) on, decompile, reverse engineer, disassemble, or otherwise reduce all or any part of the Services, including the Life123 Site, the Materials or the Software.
The Life123 name and logo(s) are the exclusive property of Life123, Inc. or its affiliates.  All other trademarks appearing on the Services are trademarks of their respective owners. Our partners or service providers may also have additional proprietary rights in the content which they make available through the Services. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.
THIRD PARTY INTELLECTUAL PROPERTY; COPYRIGHT NOTIFICATIONS
Life123 respects the intellectual property of others, and we ask our users to do the same. Life123 may, in appropriate circumstances and at its discretion, terminate the accounts of users who infringe the intellectual property rights of others. Life123 will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that content infringes copyright.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Life123's Copyright Agent with a written notification containing at least the following information (please confirm these requirements with your legal counsel, or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
•    an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
•    a description of the copyrighted work that you claim has been infringed;
•    a description of where the material that you claim is infringing is located on the Life123 Site, sufficient for Life123 to locate the material;
•    your address, telephone number, and email address;
•    a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
•    a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
 
If you believe that your work has been removed or disabled by mistake or misidentification, please provide the Life123’s Copyright Agent with a written counter-notification containing at least the following information (please confirm these requirements with your legal counsel or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
•    a physical or electronic signature of the subscriber/user of the Services;
•    identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
•    a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
•    the subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
You acknowledge that if you fail to comply with all of the aforementioned notice requirements, your notification or counter-notification may not be valid and that Life123 may ignore such incomplete or inaccurate notices without liability of any kind.
Under Section 512(f) of the Copyright Act, 17 U.S.C. §512(f), any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
Please contact Life123's Copyright Agent for copyright/intellectual property infringement notifications or counter-notifications at:
Life123, Inc.
c/o Mindspark Interactive Network, Inc.
1 North Lexington, 9th Floor
White Plains, NY, 10601
Attn: Legal Dept. – Copyright Agent
Email: dmca@life123.com
ELECTRONIC DELIVERY/NOTICE POLICY AND YOUR CONSENT
By using the Services, you consent to receive from Life123 all communications including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, "Contract Notices") electronically. Life123 may provide such electronic Contract Notices by posting them on the Life123 Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Life123 Site and Services.
GOVERNING LAW AND OTHER MISCELLANEOUS TERMS
These Terms of Use (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods.  You agree that the Life123 Site (and all Services) is deemed a passive website that does not give rise to personal jurisdiction over Life123 or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of New York.   You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in New York County in the State of New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
These Terms of Use (and any further policies or documents incorporated by reference herein) constitute the entire understanding between Life123 and users of the Life123 Site and Services concerning the subject matter hereof and may not be modified except by revised Terms of Use posted by Life123.  These Terms of Use, which may be modified or amended by Life123 from time to time, in its sole discretion, supersedes all prior understandings and agreements, whether written or verbal with respect to the subject matter hereof.  If any of the provisions of these Terms of Use will contravene, or be invalid under, the laws of the particular jurisdiction where performed, such contravention or invalidity will not invalidate the whole agreement, rather these Terms of Use will be construed as if not containing the particular provision or provisions held invalid, and the rights and obligations of the parties will be construed and enforced accordingly.  Notwithstanding the foregoing, the TOU does not modify, alter or amend any other specific agreement you have entered or will enter into with Life123.  To the extent that any provision of the TOU, or other  agreement offered as any part of any registration for additional services on the Life123 Site or within the Services, conflicts with any provision of your other agreements with Life123, the terms and conditions of such other agreement shall, take precedence over the conflicting term(s) and conditions of this TOU, unless otherwise expressly provided in such other agreement.
No failure or delay by Life123 in exercising any right, power or privilege under these Terms of Use will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms of Use.  If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.
These Terms of Use are binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns.  Users may not assign their rights or obligations hereunder without Life123’s prior written consent.
END OF DOCUMENT.
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