TERMS OF USE PLEASE READ. YOUR USE OF THIS SITE IS SUBJECT TO THESE TERMS OF USE AND OUR PRIVACY POLICY. This Web site (the "Site") is owned and operated by A Squared Group or one of its subsidiary companies within the United States (collectively, "A SQUARED GROUP"). These terms of service (the "Terms of Use") apply to and govern your use, and any use by another person, of your User Account, as well as your use of this Site and the Service(s) (as defined below). Your use of the Site and/or any Service signifies your agreement to be bound by these Terms of Use and the A SQUARED GROUP Privacy Policy (the "Privacy Policy"), which is hereby incorporated by reference. For purposes of the Terms of Use and the Privacy Policy, the following defined terms shall have these meanings: (A) "Service(s)" shall mean any and all services on, or provided by, the Site, whether or not such services are also provided or delivered by other means or media such as software or wireless devices; (B) "Site" shall mean this site; (C) "Site Content" shall mean any and all human readable patent audio and/or visual elements of this Site, created or owned by A SQUARED GROUP, or third-parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works (including, for example, without limitation, movie trailers or episodic works), designs, logos, information, and other content made available through the Site; (D) "Site Code" means any and all underlying elements of the Site, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Site; (E) "User Account" means any account created by you, through a registration process for the purpose of accessing or using certain Services. A SQUARED GROUP may change the Terms of Use at any time by posting revisions to the Site, and your continued use of the Site indicates your agreement to the revised terms. Accordingly, A SQUARED GROUP urges you to review the Terms of Use and the Privacy Policy, and if you do not agree to their terms, please exit the Site immediately. LIMITED LICENSE The content and software on this Site is the property of A SQUARED GROUP and is protected by U.S. and international copyright laws. A SQUARED GROUP grants you a limited, non-exclusive, revocable and non-transferable license to access, use and privately display the Site and the Site Content as described herein for your personal use only, by way of one (1) computer connected to the Site over the Internet, provided that you comply fully with these Terms of Use. You may "cache" pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site. Any other copy, download, publishing, modification or use of a portion of the Site is prohibited, unless otherwise specifically authorized by A SQUARED GROUP, and will constitute copyright and Terms of Use violations. You shall not interfere, or attempt to interfere, with the operation of the Site in any way through any means or device, including, but not limited to, spamming, hacking, deep-linking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these Terms of Use or by law. A SQUARED GROUP may change, suspend, or discontinue any aspect of the Site at any time. A SQUARED GROUP may also, without notice or liability, impose limits on certain features and Services or restrict your access to all or portions of the Site. You shall have no rights to the proprietary software and related documentation, if any, provided to you in order to access the Site. Except as provided in these Terms of Use, you shall have no right to directly or indirectly own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve, or create any new or derivative works from, or display, distribute, perform, or in any way exploit the Site, or any of its contents (including software) in whole or in part. CHANGES IN SITE OWNERSHIP You will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of the Site, of any information about you contained in the applicable A SQUARED GROUP database, to the extent A SQUARED GROUP assigns its rights and obligations regarding such information in connection with a bankruptcy filing/proceeding, merger, acquisition, or sale of all or substantially all of A SQUARED GROUP's assets, or in connection with a bankruptcy filing/proceeding, merger, acquisition or sale of all or substantially all of the assets related to this particular Site to a subsequent owner or operator. In the event of such a bankruptcy filing/proceeding, merger, acquisition, or sale, your continued use of the Site signifies your agreement to be bound by the Terms of Use and Privacy Policy of the Site's subsequent owner or operator. OWNERSHIP OF TRADEMARKS, COPYRIGHTS, INTELLECTUAL PROPERTY You acknowledge that the Site, Site Content, Site Code, and all copyrights, trademarks, service marks, trade names and all other intellectual property or property rights therein are proprietary to A SQUARED GROUP and are owned by A SQUARED GROUP and/or its licensors and content providers, and are protected by applicable domestic and international copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how or other proprietary rights and laws. Unless expressly permitted in writing by A SQUARED GROUP, you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part the Site, the Site Content or Site Code, or otherwise use the Site, Site Content or Site Code on any other web site, other networked computer environment, or in any medium now known or hereafter developed (each, an "Unauthorized Use"). Furthermore, any systematic retrieval of data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory without A SQUARED GROUP’s permission is prohibited (also an “Unauthorized Use”). You may only use the Site or its contents as expressly permitted in this Terms of Use and for no other purpose. A SQUARED GROUP, its licensors or associates retain exclusive ownership of all data, material and other information regarding your use of the Site. Unless otherwise indicated, all logos, names, and marks on the Site are trademarks or service marks or used under license by A SQUARED GROUP. The use or misuse of any of these materials is strictly prohibited. Any Unauthorized Use constitutes an infringement of the copyrights and other proprietary rights of A SQUARED GROUP and/or its licensors and content providers and constitutes a violation of these Terms of Use. Any violation of copyright laws may be subject to severe civil and criminal penalties. VIOLATION OF THE TERMS OF USE You understand and agree that in A SQUARED GROUP’s sole discretion, and without prior notice, A SQUARED GROUP may terminate your access to the Site, or exercise any other remedy available and remove any unauthorized user information, if A SQUARED GROUP believes that the information you provide has violated or is inconsistent with these Terms of Use, or violates the rights of A SQUARED GROUP, or any third-party, or violates the law. You agree that monetary damages may not provide a sufficient remedy to A SQUARE GROUP for violations of these Terms of Use, and you consent to injunctive or other equitable relief for such violations. A SQUARED GROUP may release user information about you if required by law or subpoena. SOFTWARE From time to time, and at its sole discretion, A SQUARED GROUP may make available to users certain software that may be accessible or downloaded from this Site. In the event that you access or download software from this 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 A SQUARED GROUP or A SQUARED GROUP-approved third-party software provider ("Third-Party Provider"). A SQUARED GROUP does not transfer title to the Software to you. You own the medium on which the Software is recorded, but A SQUARED GROUP and/or the Third-Party Provider retain full and complete title to their respective Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Furthermore, your use of any Software of a Third-Party Provider shall be subject to the terms and conditions set forth by such Third-Party Provider and any applicable license agreement for its Software. Software from this Site is further subject to United States of America export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the United States of America has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. ADVERTISING The Site may contain advertisements and/or sponsorships. The advertisers and/or sponsors that provide these advertisements and sponsorships are solely responsible for insuring that the materials submitted for inclusion on the Site are accurate and comply with all applicable laws. A SQUARED GROUP is not responsible for the acts or omissions of any advertiser or sponsor. NO COMMERCIAL USE This Site may not be used by you for any commercial purpose such as to conduct sales of merchandise or services of any kind. You must obtain A SQUARED GROUP’s prior written consent to make commercial offers of any kind on the Site, whether by advertising, solicitations, links, or any other form of communication. A SQUARED GROUP will investigate and take appropriate legal action against anyone who violates this provision, including without limitation, removing the offending communication from the Site and barring such violators from use of the Site. SUBMISSIONS A SQUARED GROUP is pleased to hear from its customers and welcomes your comments regarding A SQUARED GROUP products and services, including this Site. Unfortunately, however, A SQUARED GROUP's company policy does not allow it to accept or consider creative ideas (including stories, character ideas, screenplays, and original artwork, etc.), suggestions, or materials other than those it has specifically requested as set forth below. While we value your feedback, we request that you be specific in your comments regarding our services and products, and that you not submit any creative ideas, suggestions, or materials. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by A SQUARED GROUP's or its affiliates' professional staff might seem to others to be similar to their own creative work. If, at our request, you send or post (e.g., via message boards or contests) certain specific submissions, or, despite our request that you not send us any creative ideas, suggestions or other materials, you do so (collectively, the "Submissions"), you represent and warrant that you or the owner of all rights to such content or materials has expressly granted A SQUARED GROUP an irrevocable world-wide right in all languages and in perpetuity to use and exploit all or any part of the Submissions provided by you. The Submissions shall be deemed, and shall remain, the exclusive property of A SQUARED GROUP. None of the Submissions shall be subject to any obligation of confidence on the part of A SQUARED GROUP, and A SQUARED GROUP shall not be liable for any use or disclosure of any Submissions. A SQUARED GROUP shall be entitled to use, reproduce, modify, adapt, publish, translate, license, create derivative works from and distribute such materials or incorporate such Submissions into any form, medium, or technology now known or later developed throughout the universe, for any purpose whatsoever, commercial or otherwise, without compensation to those who provide the Submissions. You agree that you shall waive all claims and have no recourse against A SQUARED GROUP for any alleged or actual infringement or misappropriation of any proprietary rights in any communication, content or material submitted to us. In addition, you warrant that your Submissions do not violate any person's so-called "moral rights" or other similar or analogous rights under any applicable laws in any country or region of the world. Applicable law may restrict or limit the foregoing provisions of this paragraph. If so, without limitation of the foregoing, you agree that, in no event, shall A SQUARED GROUP's total liability exceed US US$5,000.00. If you submit information or content to the Site, you also warrant that the information or content does not infringe the copyrights or other rights of third-parties. Moreover, you agree to indemnify A SQUARED GROUP for any and all claims, damages, losses, and causes of action arising as a result of your Submissions or your failure to comply with the Terms of Use. A SQUARED GROUP does not and cannot review all Submissions and is not responsible for the content or substance of these Submissions. However, A SQUARED GROUP reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person's rights of privacy or publicity, or otherwise unacceptable. Furthermore, A SQUARED GROUP reserves the right to terminate the privileges of any user who makes such Submissions. Please refer to the GUIDELINES FOR USE OF THE SERVICES below for additional information concerning Submissions. DMCA POLICY If you are notifying A SQUARED GROUP of alleged copyright infringement, please provide the following information in the form required by 17 U.S.C. § 512: Information reasonably sufficient to permit us to contact you, such as your name, address, telephone number, and email address; A description of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by single notification, a representative list of such works; The exact URL or a description reasonably sufficient to for us to locate the alleged infringing material; A statement by you that you have a good faith belief that the disputed use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. By this notice, A SQUARED GROUP seeks to preserve any and all exemptions from liability that may be available under the copyright law, but does not necessarily stipulate that it is a service provider as defined in 17 U.S.C. § 512(c) or elsewhere in the law of the United States of America or any state or territory within the United States of America. Please provide this notice to the following Designated Agent for Notification of Claimed Copyright Infringement: NAME:     FOLEY & LARDNER LLP, Attn: Jason E. Lavender ADDRESS:     555 S. Flower Street, Suite 3500, Los Angeles, CA 90071 EMAIL:     jlavender@foley.com TEL.:     (213) 972-4500 FAX:     (213) 486-0065 A SQUARED GROUP SERVICES AND RULES FOR USE As a convenience to its visitors, A SQUARED GROUP may provide, from time to time and at its sole discretion, one or more Services, such as chat areas, message boards, e-mail functions, instant messaging service, voice-mail, file communities, polls, surveys, and other services. These Services are provided by A SQUARED GROUP to you and others subject to the Terms of Use, the Guidelines set forth below, the Privacy Policy, and other rules that may be published from time to time (collectively, the "Rules") by A SQUARED GROUP. A SQUARED GROUP currently provides the Services free of charge to users who agree to be bound and abide by the Rules. A SQUARED GROUP reserves the right to change the nature of this relationship at any time. REGISTRATION AND ACCEPTANCE OF TERMS In consideration for your use of the Services, you agree to (i) comply with the Rules, (ii) provide accurate, complete and true information about yourself as may be required on any registration form for Services (your "Registration Information") in order to create your User Account, and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate the Rules, or provide inaccurate, false, or non-current Registration Information may, at A SQUARED GROUP’s sole discretion, have their User Accounts suspended or terminated, and may be permanently banned from using any current or future Services. As part of your User Account, you will be responsible for creating, and maintaining the confidentiality of, your user name and password. We ask that you select a user name other than your real name or the real name of any other person. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under the user name and password. To that end, we urge you to memorize your password or keep it in a secure place, away from the rest of your User Account information, as sharing your password with others may lead to unauthorized access to your User Account and the information therein. By logging into the Site, you represent and warrant that: (i) you are the user who registered for the Services; (ii) that you are using the Services only for permitted purposes; (iii) you are not a competitor of A SQUARED GROUP, or agent thereof; (iv) you will immediately notify us of any unauthorized use of the password or account or any other breach of security; and (v) ensure that you properly exit all Services at the completion of your usage session. You also represent and warrant that: (i) you will not select or utilize a user name of another person with intent to impersonate that person; (ii) you will not select or utilize a user name in which another person has rights, if you do not have that person’s authorization to use such name; and (iii) you will not select or utilize a user name that A SQUARED GROUP in its sole discretion deems offensive. A SQUARED GROUP shall have no liability for any loss or damage arising from your use of a User Account, the Site or any Service, or your failure to comply with these requirements. GUIDELINES FOR USE OF THE SERVICES You are entirely responsible and liable for all activities conducted by you, and/or any other user of your User Account and of the Services, including the transmission, posting, or other provision of text, files, links, software, photographs, video, sound, music or other information or material ("Posted Content") to any portion of the Services. Listed below are some, though not all, violations that may result in A SQUARED GROUP terminating or suspending your User Account and/or access to A SQUARED GROUP Services. You agree not to do any of the following actions while using any A SQUARED GROUP Service: Harass, threaten, embarrass or cause distress or discomfort upon another Service participant, user, or other individual or entity; Transmit, in connection with any Service, any Posted Content that A SQUARED GROUP, in its sole discretion, considers to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially or ethnically-motivated, or otherwise objectionable; Cause any chat room screen in any chat room to "scroll" faster than other users are able to type to it or any action of a similar disruptive effect; Impersonate in any Service, any person including, but not limited to, A SQUARED GROUP official or representative, chat or message board leader, guide or host; Disrupt the normal flow of dialogue in a chat room or otherwise act in a manner that negatively affects other participants; Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation in the Services; Intentionally or unintentionally violate any applicable local, state, national or international law including, but not limited to, any regulations having the force of law while using or accessing any Services; Invade the privacy or violate any personal or proprietary right of any person or entity; or Infringe the intellectual property rights or similar rights including, but not limited to, copyrights and trademarks of any person or entity. You understand that any content that you upload and/or post on the Site or any Service shall constitute a Submission for all purposes of these Terms of Use. LINKED SITES A SQUARED GROUP sites may frame, and/or contain links to or advertisements about non-A SQUARED GROUP Web sites. Other sites may also reference, advertise, or link to A SQUARED GROUP sites. A SQUARED GROUP does not endorse or sponsor other Web sites and is not responsible for the content of such sites. A SQUARED GROUP expressly disclaims any statements or assertions made on non-A SQUARED GROUP Web sites, and denies all liability associated with your use of, and the content on, such other sites and advertisements. By using the Site to search for or link to another site, you agree and understand that you may not make any claim against A SQUARED GROUP for any damages or losses, whatsoever, resulting from your use of the Site to obtain search results or to link to another site. NON-UNITED STATES RESIDENTS A SQUARED GROUP makes no representation that the Site Content, including merchandise offered for sale on the Site, and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States of America. Those who choose to access the Site from locations outside of the United States of America do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. With respect to shipments of merchandise to consumers, wherever they may reside, title to the merchandise and risk of loss shall pass to the buyer upon delivery of the merchandise to the common carrier. JURISDICTIONAL ISSUES The Site is controlled and operated by A SQUARED GROUP from its offices within the State of California, United States of America. Use of this Site constitutes your consent and submission to service of process under applicable United States or California law and to personal jurisdiction in a court of competent jurisdiction in the State of California for the purposes of any legal action or claim pertaining to these Terms of Use, or arising from the use of your User Account and/or any A SQUARED GROUP Site or Service. DISCLAIMER OF WARRANTIES THE SITE, SITE CONTENT, SITE CODE, SERVICES, AND THE SOFTWARE, IF APPLICABLE, ARE PROVIDED "AS IS" "WITH ALL FAULTS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, A SQUARED GROUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. A SQUARED GROUP DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE, SITE CONTENT, SITE CODE, SERVICES OR SOFTWARE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, SITE CONTENT, SITE CODE, THE SERVER THAT MAKES THEM AVAILABLE, OR THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SITE CONTENT, SITE CODE, SOFTWARE OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. A SQUARED GROUP DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE SITE CONTENT, THE SITE CODE, THE SERVICES OR THE SOFTWARE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT A SQUARED GROUP) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, SITE CONTENT, SITE CODE, SERVICES, AND SOFTWARE, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL A SQUARED GROUP BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE THE SITE, SITE CONTENT, SITE CODE OR THE SOFTWARE, EVEN IF A SQUARED GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHILE A SQUARED GROUP TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, A SQUARED GROUP SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL A SQUARED GROUP'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE AND/OR STRICT LIABILITY), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO A SQUARED GROUP, IF ANY, FOR ACCESSING THIS SITE. OTHER INDEMNIFICATION You agree to defend, indemnify, and hold A SQUARED GROUP, its subsidiaries and other affiliated companies, and their employees, contractors, officers and directors harmless from all liabilities, claims and expenses, including attorneys’ fees, that arise from your use or misuse of the Site or the content therein. A SQUARED GROUP reserves its right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with A SQUARED GROUP in asserting any available defenses. GOVERNING LAW; ARBITRATION These Terms of Use shall be construed and enforced in accordance with the laws of the State of California without regard to the choice of law principles thereof. You agree that any and all disputes or controversies of any nature between them arising at any time shall exclusively be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a single neutral arbitrator ("Arbitrator"). The Arbitrator shall be an attorney or retired judge with at least ten (10) years experience in the software industry and shall be mutually agreed upon by you and A SQUARED GROUP (collectively, "the parties"). If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the AAA in accordance with its rules. The fees of the Arbitrator shall be borne equally by the parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitrator must authorize such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeals reviewing a judgment of the California Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be held in Los Angeles County, California, be closed to the public and confidential, and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The provisions of this paragraph shall supersede any inconsistent provisions of any prior agreement between the parties. Nothing in this paragraph shall prevent either party from seeking interlocutory and/or injunctive relief from a court of competent jurisdiction pursuant to the preceding paragraph. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF. COMPLIANCE WITH LAWS You agree to comply with all applicable laws, rules and regulations in connection with your activities under this Terms of Use, including without limitation the applicable regulations of the U.S. Department of Commerce and the United States Export Administration Act, as amended to assure that the Site Content, Site Code, and the Software are not exported in violation of the United States laws. INTEGRATION AND SEVERABILITY These Terms of Use constitute the entire agreement between A SQUARED GROUP and you with respect to the Site and supersede all prior or contemporaneous communications and proposals between us with respect to the Site. If any provision of the Terms of Use shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. HEADINGS Section titles in the Terms of Use are for convenience only and do not define, limit, or extend any provisions of the Terms of Use. Effective Date: February 28, 2008 © 2008 Brand About Town | Privacy Policy | Legal | Contact Us