GRAB NETWORKS PLAYER TERMS OF SERVICE

BY USING GRAB NETWORKS PLAYER AND GRAB NETWORKS CONTENT, YOU HEREBY CONSENT TO THE TERMS OF THIS GRAB NETWORKS LICENSE AGREEMENT (THE “AGREEMENT”) WHICH SHALL GOVERN YOUR USE OF THE GRAB NETWORKS PLAYER AND CONTENT.

GRAB NETWORKS LICENSE AGREEMENT

WE (GRAB NETWORKS, INC., A DELAWARE CORPORATION, OR “GRAB NETWORKS”) MAY MODIFY THIS AGREEMENT AT ANY TIME IN OUR DISCRETION BY POSTING A NEW VERSION OF THIS AGREEMENT ON OUR SITE. YOUR USE OF OUR PLAYER THEREAFTER SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH REVISED TERMS.

1. WHAT YOU MAY DO. GRAB NETWORKS hereby grants to You, during the Term hereof, a revocable, non-exclusive, limited right to access and use our Player (a) to access, copy, mash and perform any of our Content, and (b) to post our Player to Your web site so that Your web site visitors (”Users”) may access our Content. You and Your Users may use our Content solely through the Player. Sections 1, 2 and 3 of this Agreement constitute the “GRAB NETWORKS License.”

2. WHAT YOU MAY NOT DO. Neither You nor Your Users may (a) alter, modify, reverse engineer, decompile or seek to derive the computer code of the Player, (b) view or use our Content without the Player, (c) make only partial use of the Player code, (d) attempt to delete any advertising material from the Content, (e) remove, conceal or obliterate any copyright or other proprietary notice or attribution on the Player or in the Content, or (f) use, link or associate the Player or Content to or with any website or material that (i) contains nudity, sexual content, sexually suggestive or pornographic material, (ii) is exploitive of children under the age of 18, (iii) is abusive, grossly offensive or contains bigotry, prejudice, racism, hatred or profanity, (iv) promotes any illegal activity, including drug use or violence, or (v) is defamatory, libelous, invasive of personal privacy, false or likely to damage the reputation of GRAB NETWORKS or its Content Owners.

3. WHAT WE MAY DO. GRAB NETWORKS MAY RESTRICT, SUSPEND OR TERMINATE YOUR OR YOUR USER’S ACCESS TO THE PLAYER AND TO ANY OF OUR CONTENT AT ANY TIME WITHOUT NOTICE AND WITHOUT LIABILITY TO YOU OR TO YOUR USERS. GRAB NETWORKS MAY MODIFY THE PLAYER OR CONTENT AT ANY TIME IN ANY MANNER IN OUR SOLE DISCRETION.

4. ALL OTHER RIGHTS RESERVED. Except for the GRAB NETWORKS License, all right, title and interest in and to the Player and Content are retained by GRAB NETWORKS and its Content Owners.

5. PRIVACY POLICY; MARKETING EMAILS. YOU HEREBY AGREE THAT YOU HAVE READ AND AGREED TO ALL OF THE TERMS OF OUR PRIVACY POLICY POSTED ON THIS SITE AND INCORPORATED HEREIN. WE MAY REVISE OUR PRIVACY POLICY AT ANY TIME WITHOUT NOTICE. You hereby agree that we may send Content notices and marketing emails to You and to Your Users at the addresses You or they have provided. You may not release or distribute any information that implies an endorsement of Your web site or business by GRAB NETWORKS.

6. WARRANTIES, DISCLAIMERS, EXCLUSIVE REMEDY. You hereby represent and warrant to us that all data and information on Your web site or that You otherwise associate with our Content, (a) does not infringe any copyright, publicity right or any other intellectual property right or interest of GRAB NETWORKS, our Content Owners and/or any third party; (b) does not violate any contract or order to which You are subject; and (c) does not violate any laws or regulations. THE PLAYER AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GRAB NETWORKS HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, NONINFRINGEMENT, INFORMATIONAL CONTENT AND SYSTEM INTEGRATION AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST GRAB NETWORKS SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE PLAYER AND TERMINATE THIS AGREEMENT.

7. LIMITATION OF LIABILITY & DAMAGES. UNDER NO CIRCUMSTANCES OR THEORY OF LIABILITY SHALL GRAB NETWORKS OR ITS CONTENT OWNERS BE LIABLE TO YOU OR YOUR USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING FOR LOST PROFITS, LOST DATA, ACCURACY OF RESULTS, COMPUTER MALFUNCTION OR OTHER DAMAGES. THE LIABILITY OF GRAB NETWORKS AND ITS CONTENT OWNERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8. INDEMNITY. You hereby agree to indemnify, defend and hold GRAB NETWORKS and its Content Owners, and their respective officers, directors, employees and agents harmless, from and against any and all claims, liabilities, losses, costs and expenses (including attorneys’ fees) incurred by them in connection with Your or Your User’s (a) use or misuse of the Player or Content, (b) website or business, and/or (c) breach of this Agreement.

9. TERMINATION. This Agreement shall commence upon Your acceptance hereof and shall continue until terminated by either party (the “Term”). You may terminate this Agreement at any time by deleting the Player from Your website, servers and media. GRAB NETWORKS may terminate this Agreement at any time by deleting or blocking Your access to the Player and Content. Upon any termination hereof, the GRAB NETWORKS License shall immediately terminate and You shall immediately terminate Your use of the Player and Content. Sections 2-4 and 6-10, inclusive, shall survive.

10. MISCELLANEOUS. This Agreement constitutes our entire agreement regarding our Player and Content. If any provision is found invalid or unenforceable, such provision shall be severed and the other terms hereof shall remain in effect. This Agreement is governed by Virginia law, without regard to conflicts of law principles. Any action relating to this Agreement shall be brought exclusively in federal or state court located in Virginia and each party hereby irrevocably consents to the jurisdiction and venue of such courts. TRIAL BY JURY OF ANY SUCH ACTION IS IRREVOCABLY WAIVED BY EACH PARTY. You may not assign this Agreement without GRAB NETWORKS’S prior written consent. Each party shall be responsible for compliance with all laws, rules and regulations applicable to their business. GRAB NETWORKS shall not be liable for any failure or interruption in the use of the Player due to causes beyond GRAB NETWORKS’S control, including force majeure or any failures of telecommunications, hardware or software. GRAB NETWORKS is not responsible for any costs or liabilities related to any third party service. Nothing in this Agreement shall limit, restrict or affect GRAB NETWORKS’S right to create any other products or services similar to Yours.