ENCORE NEWSLETTER USE AGREEMENT

Gen-Den Corporation, with its principal place of business located at 2401 Broadway, Boulder, Colorado ("Gen-Den") provides the ENCORE newsletter ("ENCORE") and related services subject to your agreement to, and compliance with the terms and conditions set forth below.

TERMS AND CONDITIONS

  1. All materials displayed on ENCORE are protected by copyright, and, unless otherwise indicated, are owned and controlled by Gen-Den. You agree to abide by any and all copyright notices, information or restrictions contained on ENCORE. You may download and make one (1) copy of materials displayed on ENCORE for personal, non-commercial use only, provided that you maintain all copyright and other notices appearing on such materials. Copying or storing of any materials displayed on ENCORE for other than personal, non-commercial use is expressly prohibited without Gen-Den's prior written permission.

  2. ENCORE and GEN-DEN are trademarks and service marks of Gen-Den Corporation. All other trademarks, service marks and logos used on ENCORE are the trademarks, service marks and logos of their respective owners. Unauthorized use or copying of any of the trademarks, service marks and logos appearing on ENCORE are expressly prohibited.

  3. By posting messages, uploading files, inputting data or engaging in any other form of communication to, or through, ENCORE, you hereby grant to Gen-Den a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against Gen-Den for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such communications.

  4. You acknowledge that transmissions to and from ENCORE are not confidential and that your communications may be read and intercepted by others. You acknowledge that by submitting such communications to Gen-Den, no confidential, fiduciary, contractually implied or other relationship is created between you and Gen-Den other than pursuant to this Agreement.

  5. As an ENCORE recipient, you agree to accept email sent from ENCORE and GEN-DEN. Occasionally you may receive information via email from ENCORE and GEN-DEN and/or related organizations in addition to your weekly copy of ENCORE.

  6. You represent and warrant that you will not upload, post, transmit, distribute, or otherwise publish on ENCORE any materials which (a) restrict or inhibit any other user from using and enjoying ENCORE; (b) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (c) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (d) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (e) contain a virus or other harmful component; (f) contain any information, software or other material of a commercial nature; (g) contain advertising of any kind; or (h) constitute or contain false or misleading indications of origin or statements of fact.

  7. You hereby agree to indemnify, defend and hold Gen-Den, and all of its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively "the Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the Agreement or the foregoing representations, warranties and covenants, including, without limitation, attorneys fees and costs. You agree to cooperate fully as reasonably required in the defense of any claim. Gen-Den reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without Gen-Den's written consent.

  8. ENCORE contains links and pointers to other World Wide Web Internet sites. Links to and from ENCORE to other third-party sites do not constitute an endorsement by Gen-Den of such sites, their sponsors, or their contents and Gen-Den disclaims any and all responsibility for the content of such sites.

  9. ALTHOUGH GEN-DEN STRIVES TO ENSURE THE INTEGRITY AND ACCURACY OF ENCORE, IT MAKES NO GUARANTEES WHATSOEVER AS TO THE ACCURACY OF INFORMATION CONTAINED IN ENCORE, INCLUDING BUT NOT LIMITED TO THE CELEBRITY APPEARANCE FEE INFORMATION PROVIDED, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS CONTAINED THEREIN. IN THE EVENT THAT ERRORS OR OMISSIONS ARISE, PLEASE INFORM GEN-DEN SO THAT THEY CAN BE CORRECTED. GEN-DEN RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF ENCORE.

  10. Gen-Den disclaims any and all responsibility and liability for interruptions of service to ENCORE. Gen-Den makes no representations or warranties whatsoever for the functions made accessible by the software used on or accessed through ENCORE, or that ENCORE or the server that makes it available are free of viruses or other harmful components. Gen-Den disclaims any and all responsibility and liability for any breach of security associated with the transmission of sensitive information through ENCORE or any linked site.

  11. Gen-Den may change, suspend or discontinue any aspect of ENCORE at any time, including the availability of any ENCORE feature, database or content. Gen-Den also may impose limits on certain features or services or restrict your access to parts or all of ENCORE without notice or liability.

  12. ENCORE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY ENCORE-RELATED SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF ENCORE AND ENCORE SERVICES. GEN-DEN IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO ENCORE, ENCORE -RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN ENCORE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ENCORE AND/OR ENCORE-RELATED SERVICES IS TO STOP USING ENCORE AND THOSE SERVICES.

  13. ASSOCIATED PRESS — Associated Press text, photo, graphic, audio and/or video material shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium. Neither these AP materials nor any portion thereof may be stored in a computer except for personal and non-commercial use. AP will not be held liable in any way to the User or to any third party or to any other person who may receive information in the Service or to any other person whatsoever, for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing or occasioned thereby.

  14. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction, including personal jurisdiction, for any action or proceeding arising out of or related to this Agreement shall be an appropriate state or federal court located in New York County, New York. To the extent that any provision of this Agreement is found to be illegal, unenforceable or ineffective by a court of law, that provision shall be deemed severable from the remainder of this Agreement and such provision's unenforceability shall in no way effect the enforceability of the remaining provisions of the Agreement. This Agreement constitutes the entire agreement between Gen-Den and you with respect to your use of ENCORE.

  15. Gen-Den reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement at any time. Notification of changes in this Agreement will be posted on ENCORE.




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