Terms of Use

1. INTRODUCTION AND ACCEPTANCE

Welcome to richshapero.com. richshapero.com (“Website”) is an interactive online service operated by TooFar Media (“us,” “we,” or “our,”).s PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE. BY ACCESSING AND/OR USING THE WEBSITE (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 18 BELOW. THESE TERMS OF USE REQUIRE YOU TO AGREE TO ARBITRATE DISPUTES RATHER THAN GOING TO COURT, GRANT US CERTAIN RIGHTS AND LICENSES, PROVIDE US CERTAIN INDEMNITIES, WAIVE CERTAIN OF YOUR RIGHTS AND REMEDIES, AND LIMIT OUR LIABILITY AND OBLIGATIONS TO YOU. READ THEM CAREFULLY AND DO NOT USE THE SITE OR PURCHASE OUR PRODUCTS OR SERVICES IF YOU DO NOT AGREE. You agree that these Terms of Use are supported by good and valuable consideration the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your use of the Website and the materials and information available on the same and the possibility of publication or publicity of your User Content (as defined in Section 6). In addition to these Terms of Use, TooFar Media has established a Privacy Policy to explain how user information is collected and used by us. A copy of this Privacy Policy can be found here: Privacy Policy and is incorporated by reference into these Terms of Use. By accessing or using the Website, you are signifying your acknowledgement and agreement to our Privacy Policy.

2. INTELLECTUAL PROPERTY

The Website and included content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the “Website Content”) and all copyrights, trademarks, service marks, trade names, trade dress and all other intellectual property rights to the same are owned by us and/or our licensors and content providers, and are protected by applicable domestic and international copyright laws. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in the Website or any Website Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

3. WEBSITE ACCESS AND USE

(A) Access to the Website including, without limitation, the Website Content is provided for your information and personal, non-commercial use only. When using the Website, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Website Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. In certain instances, we may permit you to download or print Website Content or both. In such a case, you may download or print (as applicable) one copy of Website Content for your personal, non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading or printing Website Content.

(B) Furthermore, except as expressly permitted in these Terms of Use, you may not:

(i) 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 Website, Website Content or Website code, or otherwise use the Website, Website Content or Website code on any other web site, other networked computer environment, or in any medium now known or hereafter developed;

(ii) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or Website Content;

(iii) circumvent, disable or otherwise interfere with security-related features of the Website including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website or Website Content;

(iv) use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website or Website Content for any purpose without the express written permission of TooFar Media. Notwithstanding the foregoing, TooFar Media grants public search engine operators permission to use automatic devices (such as robots or spiders) to copy Website Content from the Website for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Website Content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time;

(v) collect or harvest any personally identifiable information from the Website including, without limitation, user names, passwords, email addresses;

(vi) solicit other users to join or become members of any commercial online service or other organization without our prior written approval;

(vii) attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same;

(viii) decompile, reverse engineer, or disassemble any portion of any the Website; (ix) use network-monitoring software to determine architecture of or extract usage data from the Website;

(x) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity (e.g., using another person’s Membership (as defined in Section 5(B)) without permission, etc.);

(xi) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or

(xii) engage in any conduct that restricts or inhibits any other user from using or enjoying the Website.

(C) You agree to cooperate fully with TooFar Media to investigate any activity that is in breach of these Terms of Use.

(D) TooFar Media makes no representation that the Website and its content and any 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 Website from locations outside of the U.S.A. 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.

(E) As a convenience to its visitors, TooFar Media 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 TooFar Media to you and others subject to the Terms of Use and the Privacy Policy, and other rules that may be published from time to time by TooFar Media.

4. CONDITIONS FOR LINKING TO WEBSITE

We hereby grant you a non-exclusive, limited license, revocable at our discretion, for you to link to the Website home page from any site you own or control that is not commercially competitive with the Website and does not criticize or otherwise injure us, so long as the site where the link resides, and all other locations to which such site links, comply with all applicable laws and do not in any way abuse, defame, stalk, threaten or violate the rights of privacy, publicity, intellectual property or other legal rights of others or, in any way, post, publish, distribute, disseminate or facilitate any inappropriate, infringing, defamatory, profane, indecent, obscene or illegal/unlawful information, topic, name or other material or that violates the spirit of our mission. Such a link is not an endorsement of such other site(s) by us. All of our rights and remedies are expressly reserved.

5. USER REGISTRATION

(A) In order to access or use some features of the Website, you will have to become a registered user. If you are under the age of thirteen, then you are not permitted to register as a user or otherwise submit personal information to TooFar Media.

(B) If you become a registered user, you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you may have the opportunity to create a user name and password (a “Membership”), which may permit you access to certain areas of the Website not available to non-registered users. As part of your Membership, 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. We also urge you to memorize your password or keep it in a secure place, as sharing your password with others may lead to unauthorized access to your account and the information therein. TooFar Media will not be liable for any losses caused by any unauthorized use of your account, but you may be liable for the losses of TooFar Media or others due to such use.

(C) You are responsible for safeguarding and maintaining the confidentiality of your Membership. You are solely responsible for the activity that occurs under your Membership, whether or not you have authorized the activity. You agree to notify us immediately at privacy@RichShapero.com of any breach of security or unauthorized use of your Membership.

(D) Users who violate these Terms of Use or the Privacy Policy, or provide inaccurate, false, or non-current registration information may, at TooFar Media’s sole discretion, have their Membership suspended or terminated, and may be permanently banned from using the Website.

6. USER CONTENT

(A) We may now or in the future permit users to post, upload, transmit through, or otherwise make available on the Website (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (“User Content”). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published on the Website. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.

(B) You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third party right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

(C) You represent, warrant, and covenant that you will not submit any User Content that:

(i) violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary, third party proprietary rights, including, without limitation, privacy and publicity rights or other third party right of any person or entity;

(ii) impersonates another or is false, inaccurate, misleading, unlawful, threatening, abusive, hateful, harmful, disruptive, racially or ethnically-motivated, libelous, defamatory, vulgar, obscene, profane, pornographic, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable;

(iii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;

(iv) is an advertisement for goods or services or a solicitation of funds;

(v) includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references;

(vi) contains a formula, instruction, or advice that could cause harm or injury;

(vii) is a chain letter of any kind;

(viii) the licensed use by us hereunder would result in us having any obligation or liability to any party;

(ix) contains viruses or any other technologies that may harm the Website or the interests or property of our users and partners;

(x) harvests or otherwise collects information, including email addresses, about users or third parties whose information is made available on the Website, without their consent;

(xi) comprises a robot, spider, scraper or other automated means to access the Site or the Services for any purpose without our express written permission; or

(xii) intentionally or unintentionally violates 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 Website; Moreover, any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying the Website will not be permitted.

(D) By submitting User Content to us, simultaneously with such posting you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, record, sell, lease, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, publish and otherwise exploit the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (1) in connection with our business; and (2) in connection with the businesses of our successors, parents, subsidiaries, and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, record, sell, lease, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, publish and otherwise exploit your User Content for personal, non-commercial use as permitted by the functionality of the Website and these Terms of Use. The granted rights include the right to configure, host, index, cache, digitize, compress, optimize, modify, edit, adapt, and remove such content and combine same with other materials. Furthermore, we are free to use any ideas, concepts, know-how or techniques contained in any User Content you submit without any remuneration or obligation to you.

(E) By submitting User Content, you also grant us the right, but not the obligation to use your biographical information including, without limitation, your name and geographical location in connection with broadcast, print, online, or other use or publication of your User Content. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User Content.

(F) We have the right, but not the obligation, to monitor User Content. TooFar Media is not responsible for the content or substance of the User Content. TooFar Media reserves the right to delete, move, or edit User Content 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. Please exercise caution and common sense when viewing User Content. We have no obligation to post, maintain or otherwise make use of User Content and do not guarantee distribution of User Content. We may discontinue operation of the Website, or your use of the Website, in either case in whole or in part, in our sole discretion. You have no right to maintain or access your User Content on the Website and we have no obligation to return your User Content or otherwise make it available to you. TooFar Media will have no obligation to pay you any compensation with respect to its use or nonuse of the User Content

(G) The rights granted by you hereunder may not be terminated, revoked or rescinded and are not subject to reversion. If you become aware that User Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof to TooFar Media 500 Stone Pine Road, Box 3169 Half Moon Bay, CA 94019 or privacy@RichShapero.com.

7. WEBSITE CONTENT & THIRD PARTY LINKS

(A) We provide the Website including, without limitation, Website Content for entertainment, educational and promotional purposes only. You may not rely on any information and opinions expressed on any of our Website for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Website Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Website Content.

(B) In some instances now or in the future, Website Content may include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Website by anyone other than authorized employees or spokespersons while acting in their official capacities. TooFar Media denies all liability associated with your use of, and the content on, any third-party website. You are responsible for viewing and abiding by the privacy statements and terms of use posted on such other websites. Your dealings with third parties (including, without limitation, advertisers) on such third-party websites and your participation in promotions, including the delivery of and the payment for completed transactions, and any other terms, conditions, warranties or representations associated with such dealings or promotions on such third-party websites, are solely between you and the advertiser or other third party. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners.

(C) If there is a dispute between persons accessing the Website or between persons accessing the Website and any third party, you understand and agree that we are under no obligation to become involved. If there is such a dispute, you hereby release TooFar Media and its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries, and their related companies from claims, demands, and damages of every kind or nature arising out of, relating to, or in any way connected with such dispute.

(D) The Website now or in the future may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

8. MOBILE

The Website may include certain services that may be available via your mobile phone, including without limitation (a) the ability to upload to the Website via your mobile phone (Mobile Uploads), (b) the ability to receive and reply to messages and to send content and messages using text messaging (Mobile Texts), and (c) the ability to access the Website from your mobile phone (Mobile Web) (collectively, the “Mobile Services”). Your carrier’s normal messaging, data and other rates and fees will apply. You should check with your carrier to find out what plans are available and how much they cost. By using the Mobile Services you agree that we may communicate with you regarding the Website by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services will be communicated to us.

9. INDEMNIFICATION

You agree to indemnify and hold harmless TooFar Media and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (i) your access to or use of the Website; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

10. DISCLAIMERS

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, TooFar Media AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE WEBSITE OR WEBSITE CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY WORKMANLIKE EFFORT, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR WEBSITE OR ACCESSED THROUGH THE WEBSITE; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE; (6) WARRANTIES THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE WEBSITE, WEBSITE CONTENT OR WEBSITE CODE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, WEBSITE CONTENT, WEBSITE CODE, THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, WEBSITE CONTENT, WEBSITE CODE, OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON; AND (7) WARRANTIES OR REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE, WEBSITE CONTENT, OR WEBSITE CODE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT TooFar Media) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE, WEBSITE CONTENT AND WEBSITE CODE, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TooFar Media OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

11. LIMITATION ON LIABILITY

(A) UNDER NO CIRCUMSTANCES SHALL TooFar Media OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, BUSINESS OR PROFITS THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE (EVEN IF TooFar Media HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE OR THESE TERMS OF USE OR THE PRIVACY POLICY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT, IS TO STOP USING THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH THE WEBSITE OR ANY LINKS ON THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD PARTY OR CONDUCT OF A THIRD PARTY ON THE WEBSITE. WHILE WE TAKE PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, TooFar Media OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR.

(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF TooFar Media AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY TooFar Media DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $50. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF THE WEBSITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

12. TERMINATION

(A) We reserve the right in our sole discretion and at any time to terminate or suspend your Membership, discard and remove any and all user submitted content, and/or block your access to the Website for any reason including, without limitation if you have failed to comply with the letter and spirit of these Terms of Use. You agree that TooFar Media shall not be liable to you or any third party for any termination or suspension of your Membership or for blocking your access to the Website. We may also, in our sole discretion and at any time, discontinue any portion of or all of the Website or limit or restrict any user access thereto, for any reason. We also reserve the right, in our sole discretion and at any time, to cancel unconfirmed accounts or accounts that have been inactive for a long time. You understand and agree that we may take any one or more of these actions without any notice to you, prior or otherwise. Should we take any of these actions, we may, in our sole discretion, immediately deactivate and/or delete any or all information about and concerning your Membership. You understand and agree that we shall not have any liability to you or any other person for any termination of your access to the Website and/or the removal of information concerning your Membership.

(B) If you become a registered user, you may terminate your Membership at any time by sending an e-mail to privacy@RichShapero.com.

(C) Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your Membership or these Terms of Use shall survive including, but not limited to, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, no class action, no trial by jury and all of the miscellaneous provisions in Section 20.

13. COPYRIGHT POLICY

(A) TooFar Media respects the intellectual property rights of others and expects its users to do the same. In appropriate circumstances and at its sole discretion, TooFar Media may terminate and/or disable the Membership of users who it suspects to be infringers of the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in its sole discretion, TooFar Media may remove or disable access to material on any of its websites or hosted on its systems that may be infringing or the subject of infringing activity.

(B) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to: TooFar Media, Attn: Copyright, 500 Stone Pine Road, Box 3169 Half Moon Bay, CA 94019

(C) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing a written notification of claimed infringement that includes substantially the following:

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

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

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. ?We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

14. CHOICE OF LAW; JURISDICTION AND VENUE

These Terms of Use shall be construed in accordance with the laws of the State of California without regard to its conflict of laws rules. Any legal proceedings against TooFar Media that may arise out of, relate to, or be in any way connected with our Website or these Terms of Use shall be brought exclusively in the state and federal courts of California and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

15. DISPUTE RESOLUTION; BINDING ARBITRATION

In the Dispute Resolution Section only, “we” and “us” are used to refer to you and TooFar Media together.

(A) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at the address provided in these Terms of Use. We will contact you based on the contact information you have provided us.

(B) We each agree to finally settle all disputes (as defined and subject to any specific exceptions below) only by arbitration. In arbitration, there’s no judge or jury and review is limited. However, just as a court would, the arbitrator must honor the terms and limitations in the Terms of Use and can award the same damages and relief. The arbitrator’s decision and award is final and binding, with some exceptions under the Federal Arbitration Act (“FAA”), and judgment on the award may be entered in any court with jurisdiction. We each also agree as follows:

(i) “Disputes” are any claims or controversies against each other related in any way to the Website, Website Content or these Terms of Use - this includes claims you bring against our employees, agents, affiliates or other representatives, and claims TooFar Media may bring against you.

(ii) If either of us wants to arbitrate a dispute, we agree to send written notice to the other providing a description of the dispute, previous efforts to resolve the dispute, all supporting documents/information, and the proposed resolution. We will send notice to you based on the contact information you have provided us and notice to us must be sent to: TooFar Media 500 Stone Pine Road, Box 3169 Half Moon Bay, CA 94019. We agree to make attempts to resolve the dispute. If we cannot resolve the dispute within forty-five (45) days of receipt of the notice to arbitrate, then we may submit the dispute to formal arbitration.

(iii) The FAA applies to this Agreement and arbitration provision. We each agree the FAA’s provisions, not state law, govern all questions of whether a dispute is subject to arbitration.

(iv) The arbitration will be administered by the American Arbitration Association (“AAA”) under its arbitration rules. If any AAA rule conflicts with these Terms of Use, these Terms of Use apply. You can obtain procedures, rules, and fee information from the AAA at 1-800-778-7879 or www.adr.org.

(v) The arbitration will be conducted by a single neutral arbitrator. The federal or state law that applies to these Terms of Use will also apply during the arbitration.

(vi) We each agree not to pursue arbitration on a classwide basis. We each agree that any arbitration will be solely between you and us (not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the dispute must be brought in court.

(vii) The prevailing party in the arbitration will be entitled to recover its costs and expenses, including reasonable attorneys’ fees and experts’ fees, which are incurred in connection with the arbitration.

(C) Either of us may bring qualifying claims in small claims court.

(D) Any claim or cause of action arising out of or related to use of the Website, or the contents or these Terms of Use or the Privacy Policy must be filed within one (1) year after such claim or cause of action arose regardless of any status or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be barred.

(E) All claims you bring against us must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, we may recover reasonable attorney’s fees and costs, provided that we have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim within thirty (30) days of such notice.

16. NO CLASS ACTIONS

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

17. NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE PRIVACY POLICY AND/OR YOUR USE OF THIS WEBSITE, WHETHER IN CONTRACT OR TORT, INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

18. AMENDMENT; ADDITIONAL TERMS

(A) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Website or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Website generally, unique parts of the Website, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

(B) Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website or by notification by email or conventional mail. It is your responsibility to review the Terms of Use and the Website from time to time for any changes or Additional Terms. Your access and use of the Website following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, you may terminate your Membership as provided in Section 12(B) herein or, if you do not have an Membership, your only recourse is to immediately discontinue use of the Website.

19. TERRITORIAL RESTRICTIONS

Software related to or made available by the Website may be subject to United States export controls. Thus, no software from the Website may be downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) 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 any software related to the Website, 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. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.

20. CHANGES IN WEBSITE OWNERSHIP

You will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of the Website, of any information about you contained in the applicable TooFar Media database, to the extent TooFar Media assigns its rights and obligations regarding such information in connection with a merger, acquisition, or sale of all or substantially all of TooFar Media’s assets, or in connection with a merger, acquisition or sale of all or substantially all of the assets related to this particular Website to a subsequent owner or operator. In the event of such a merger, acquisition, or sale, your continued use of the Website signifies your agreement to be bound by the Terms of Use and Privacy Policy of the Website’s subsequent owner or operator.

21. MISCELLANEOUS

(A) Any delay or failure on the part of us to exercise or enforce any rights under these Terms of Use to which we may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time. You irrevocably agree that you waive any and all rights to injunctive or other equitable relief. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms of Use is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

(B) These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.

(C) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. TooFar Media may assign these Terms of Use or any rights hereunder without your consent and without notice.

(D) You agree that no joint venture, partnership, employment, or agency relationship exists between you and TooFar Media as a result of these Terms of Use or your use of the Website.

(E) These Terms of Use are subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by us with respect to such use. The Website may be viewed or used outside the United States of America, but we make no representation that these materials are appropriate or available for use there.

(F) If any provision of these Terms of Use shall be held unlawful, void, invalid, 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.

(G) These Terms of Use shall be construed and enforced in accordance with the law of the State of [California] without regard to the choice of law principles thereof.