NESguide.com Terms of Use Agreement

June 16, 2009

The services offered by NESguide.com ("NESguide.com" or "we") include the NESguide.com website (the "NESguide Website") and any other features, content, or applications offered from time to time by NESguide.com in connection with the NESguide Website including user accounts (collectively, the "NESguide"). NESguide is hosted in the U.S.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the NESguide. By using the NESguide, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the NESguide Website) or you are a "Member" (which means that you have registered a NESguide.com account). The term "User" refers to a Visitor or a Member. You are only authorized to use the NESguide (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the NESguide Website and discontinue use of the NESguide immediately. If you wish to become a Member, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes NESguide.com's policy for acceptable use of the NESguide and Content posted on the NESguide Website, your rights, obligations and restrictions regarding your use of the NESguide and NESguide.com's Privacy Policy.

NESguide.com may modify this Agreement from time to time and such modification shall be effective upon posting by NESguide.com on the NESguide Website. You agree to be bound to any changes to this Agreement when you use the NESguide after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

NESguide.com reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the NESguide at any time, for any or no reason, with or without prior notice, and without liability. NESguide expressly reserves the right to remove your member account and/or restrict, suspend, or terminate your access to any part of NESguide if NESguide determines, in its sole discretion, that you pose a threat to NESguide and/or its Users.

Eligibility. Use of and Membership in the NESguide is void where prohibited. By using the NESguide, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the NESguide does not violate any applicable law or regulation.

Term. This Agreement shall remain in full force and effect while you use the NESguide or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on your member control panel. NESguide.com may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17.

Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify NESguide.com immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

Non-commercial Use by Members. NESguide accounts are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by NESguide.com. Illegal and/or unauthorized use of the NESguide, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the NESguide Website is prohibited. Appropriate legal action will be taken for any illegal or unauthorized use of the NESguide network.

NESguide.com does not claim any ownership rights in the works of authorship, or any other materials (collectively, "Content") that you may post to the NESguide. By displaying or publishing ("posting") any Content on or through the NESguide, you hereby grant to NESguide.com a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the NESguide.

You represent and warrant that: (i) you own the Content posted by you on or through the NESguide or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the NESguide does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the NESguide.

NESguide.com may delete any Content, user-submitted or otherwise, for any or no reason. NESguide.com assumes no responsibility for monitoring the NESguide for inappropriate Content or conduct. If at any time NESguide.com chooses, in its sole discretion, to monitor the NESguide, NESguide.com nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

You are solely responsible for the Content that you post on or through any of the NESguide, and any material or information that you transmit to other Members and for your interactions with other Users. NESguide.com does not endorse and has no control over the Content. Content is not necessarily reviewed by NESguide.com prior to posting and does not necessarily reflect the opinions or policies of NESguide.com. NESguide.com makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

Member Disputes. You are solely responsible for your interactions with other NESguide.com Members. NESguide.com reserves the right, but has no obligation, to monitor disputes between you and other Members.

Disclaimers. NESguide.com is not responsible for any incorrect or inaccurate Content posted on the NESguide Website or in connection with the NESguide, whether caused by Users of the NESguide or by any of the equipment or programming associated with or utilized in the NESguide. NESguide.com is not responsible for the Content, accuracy or opinions expressed on any websites that are linked from the NESguide directory, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by NESguide.com. Inclusion of any linked website on the NESguide does not imply approval or endorsement of the linked website by NESguide.com. When you access these third-party sites, you do so at your own risk. NESguide.com takes no responsibility for third party advertisements which are posted on this NESguide Website or through the NESguide, nor does it take any responsibility for the goods or services provided by its advertisers. NESguide.com is not responsible for the conduct, whether online or offline, of any User of the NESguide. NESguide.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member function. NESguide.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any system due to technical problems or traffic congestion on the Internet or on any of the NESguide or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the NESguide. Under no circumstances shall NESguide.com be responsible for any loss or damage, including personal injury or death, resulting from use of the NESguide, attendance at a NESguide.com event, from any Content posted on or through the NESguide, or from the conduct of any Users of the NESguide, whether online or offline. The NESguide are provided "AS-IS" and as available and NESguide.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. NESguide.com cannot guarantee and does not promise any specific results from use of the NESguide.

Limitation on Liability. IN NO EVENT SHALL NESGUIDE.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF NESGUIDE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NESGUIDE.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO NESGUIDE.COM FOR THE NESGUIDE DURING THE TERM OF MEMBERSHIP.

Disputes. If there is any dispute about or involving the NESguide, you agree that the dispute shall be governed by the laws of the State of Indiana, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Indiana, City of Evansville. Either NESguide.com or you may demand that any dispute between NESguide.com and you about or involving the NESguide must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Evansville, Indiana, USA, provided that the foregoing shall not prevent NESguide.com from seeking injunctive relief in a court of competent jurisdiction.

Indemnity. You agree to indemnify and hold NESguide.com, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the NESguide in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the NESguide Website or through the NESguide causes NESguide.com to be liable to another.

Other. This Agreement is accepted upon your use of the NESguide Website and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and NESguide.com regarding the use of the NESguide. The failure of NESguide.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.