COPYRIGHT

Subscriber and Member Agreement

This Agreement sets forth the terms and conditions which apply to the use by you of the XPeZY Corporation Sites (as defined below) and any other product or service offered for sale by XPeZY Corporation and/or its affiliates (collectively, "XPeZY Corporation"). The right to use any product or service offered by XPeZY Corporation is personal to you and is not transferable to any other person or entity.

General

XPeZY Corporation shall have the right at any time to change or discontinue any aspect or feature of the XPeZY Corporation Sites including, but not limited to, content, hours of availability, and equipment needed for access or use. Such changes, modifications, additions or deletions shall be effective immediately. Any use by you after such notice shall conclusively be deemed to be acceptance by you of such changes, modifications, additions or deletions. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions.

Use of the XPeZY Corporation Sites.

The XPeZY Corporation Sites contain copyrighted material, trademarks and other proprietary information including text, software, photos, video, graphics, music and sound, and the entire contents of the XPeZY Corporation Sites are copyrighted as a collective work under the American copyright laws. XPeZY Corporation is the owner of the copyright in the entire XPeZY Corporation Sites. XPeZY Corporation owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Each third party content provider owns the copyright in content original to it. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit the content of the XPeZY Corporation Sites or any portion of it. Except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the XPeZY Corporation Sites without the express permission of XPeZY Corporation and the copyright owner. In the event of any permitted copying, redistribution or publication of material from the XPeZY Corporation Sites, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Without limiting the generality of the foregoing, you agree that any text, photo, graphic, audio, and/or video on the XPeZY Corporation Sites shall not be broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any media. Neither these materials nor any portion thereof may be stored in a computer except for personal and non-commercial use. You shall provide XPeZY Corporation with accurate, complete and updated information provided by you at the time of registration.

The XPeZY Corporation Sites contain links to other web sites, resources and advertisers. XPeZY Corporation is not responsible for the availability of these external sites nor does it endorse or is it responsible for the contents, advertising, products or other materials made available on or through such external sites. Under no circumstances shall XPeZY Corporation be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods or services available on such external site. You should direct any concerns to such external site's administrator or webmaster.

You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the XPeZY Corporation Sites and all charges related thereto.

The foregoing provisions of this Section are for the benefit of XPeZY Corporation, its affiliates, third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly on its own behalf.

XPeZY Corporation has carefully designed the XPeZY Corporation Sites with the purpose of delivering certain content to users in a particular format and with a particular appearance. No third party shall have the right to utilize the content of the XPeZY Corporation Sites in any way that interferes with that purpose. In particular, XPeZY Corporation prohibits any party from displaying the content on the XPeZY Corporation Sites in any format where third party advertising or other materials that XPeZY Corporation did not authorize is viewed or viewable together with XPeZY Corporation's proprietary content.

XPeZY Corporation NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE XPeZY Corporation SITES, NOR FOR ANY OFFENSIVE, DEFAMATORY OR OBSCENE POSTING MADE BY ANYONE OTHER THAN AUTHORIZED XPeZY Corporation EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES. UNDER NO CIRCUMSTANCES WILL XPeZY Corporation BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH EITHER THE CONTENT ON THE XPeZY Corporation SITES AND/OR ANY POSTINGS ON THE COMMUNITY AREAS. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE XPeZY Corporation SITES AND/OR THE COMMUNITY AREAS. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE OR OTHER CONTENT.

XPeZY Corporation DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED THROUGH THE XPeZY Corporation SITES AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN USERS AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT,YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. XPeZY Corporation MAKES PRODUCTS OR SERVICES AVAILABLE ON THE XPeZY Corporation SITES WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

Indemnification

You agree to defend, indemnify and hold harmless XPeZY Corporation, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use by you of the XPeZY Corporation Sites.