TERMS OF USE

PROPRIETARY RIGHTS
You acknowledge and agree that all content and materials made available on the Site, such as software, designs, images, text, editorial materials, data, photographs, illustrations, games, audio clips, video clips, digital streams and downloads, footage, short features, artwork and other graphic materials, names, logos, icons, trademarks and service marks, and the compilation of all content and materials on the Site are the exclusive property of VERSUS and its suppliers and licensors and are protected by United States and international intellectual property laws. You may use, display and print one copy of the content and materials on the Site on a single computer for your noncommercial and personal use only, provided that you maintain all copyright and other proprietary notices contained in such content or materials. You agree not to reproduce, download (other than page caching), modify, create derivative works of, publicly display or perform, distribute, transmit, disseminate, broadcast, publish, adapt, sell, license or rent any content or materials made available on the Site (including, without limitation, display or distribution via a third party website) without VERSUS' prior written consent. You may not frame or utilize framing techniques to enclose any content or materials (including images, text, video or audio clips) on the Site or create a hyperlink (or any other link) to the Site accessing such content or materials without VERSUS' prior written consent. You further agree that you will not disassemble, decompile or reverse engineer any of the materials or underlying software made available on the Site.

YOUR INFORMATION
You may be directed to provide VERSUS information about yourself in connection with creating a member profile, registering for services made available on the Site or otherwise in responding to or participating in offers or promotions provided on the Site. You agree that all information you provide to VERSUS will be true and accurate. Subject to VERSUS' Privacy Policy [insert link], by submitting your information through the Site, you automatically grant VERSUS a perpetual, irrevocable, royalty-free, non-exclusive license to use, reproduce, modify, transmit, translate, distribute, perform and display your information alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights to others.

LINKED WEBSITES AND ADVERTISERS
VERSUS and its affiliates are not responsible for the content or practices of unaffiliated third party websites that may be linked to the Site. Your correspondence or business dealings with, or participation in promotions of, advertisers found on the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that VERSUS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Site.

DISCLAIMERS
ALL CONTENT, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR MADE AVAILABLE ON THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." VERSUS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VERSUS AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT THAT (I) THE SITE OR ANY OF THE CONTENT OR MATERIALS INCLUDED IN OR MADE AVAILABLE ON THE SITE IS ACCURATE, TIMELY, COMPLETE OR RELIABLE, (II) THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (III) THE SITE WILL BE SECURE OR ERROR-FREE, (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED OR (V) THAT THE CONTENT OR MATERIALS INCLUDED IN OR MADE AVAILABLE ON THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL CODE OR PROGRAMS. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OR ALL OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY
IN NO EVENT SHALL VERSUS OR ITS PARENT COMPANIES, SUBSIDIARIES OR AFFILIATES, TOGETHER WITH THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OR DIRECT DAMAGES IN EXCESS OF $100 ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SITE. THIS LIMITATION SHALL APPLY TO ANY CLAIM WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF VERSUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, VERSUS'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

INDEMNITY
You agree to defend, indemnify and hold VERSUS and its parent companies, subsidiaries and affiliates, together with their respective employees, agents, directors, officers and shareholders, harmless from and against all liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of (i) your use or misuse of the Site, (ii) your breach or alleged breach of these Terms of Use or (iii) your violation of any law, rule, regulation or rights of others.

TERMINATION
You agree that VERSUS, in its sole discretion and without notice or liability to you, may terminate your use of, or access to, the Site at any time if VERSUS believes that you have violated or acted inconsistently with these Terms of Use or any applicable law, rule or regulation or that you have engaged in conduct that VERSUS determines to be inappropriate or unacceptable.

COPYRIGHT INFRINGEMENT
VERSUS respects the intellectual property rights of others and we ask our users to do the same. If you believe your work had been copied in a way that constitutes copyright infringement and is accessible on the Site, please notify VERSUS in accordance with the following procedure:

All notifications of copyright infringement must be in writing and directed to VERSUS' designated agent at the following address, fax number or email address:

VERSUS
Website Administrator
Two Stamford Plaza
281 Tresser Blvd.
Stamford, CT 06901
203-406-2534
affiliatemarketing@versus.com

Each notification must include the following information:

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

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

3. 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 VERSUS to locate the material;

4. Information reasonably sufficient to permit VERSUS to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;

5. A statement that the complaining party has 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; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

MISCELLANEOUS
These Terms of Use constitutes the entire agreement between you and VERSUS with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and understandings (whether oral, written or electronic). If any part of these Terms of Use is held to be invalid or unenforceable, that portion shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining provisions shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and fully performed therein, without regard to conflicts of laws. The sole jurisdiction and venue for actions relating to these Terms of Use or otherwise relating to the Site shall be the state and federal courts located in the New York, New York and each party irrevocably submits to the exclusive jurisdiction of such courts.