Muchobene Terms of Service

MUCHOBENE GENERAL BETA TERMS OF SERVICE
READ THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE "I ACCEPT" BUTTON TO DOWNLOAD AND/OR INSTALL THE MUCHOBENE SOFTWARE AND/OR BEFORE USING THE MUCHOBENE SOFTWARE OR SERVICES.

This Beta Terms of Service agreement (the "Agreement") is a legal agreement between you, either an individual or a single legal entity, and Muchobene, Inc. ("Muchobene", "we", or "us"). This Agreement governs your use of (a) the Beta (pre-release) version of the Muchobene software (the "Muchobene Software"), the Beta (pre-release) version of the Muchobene services (the "Beta Muchobene Services"), and the Website (collectively, the "Services"). You must accept the terms of this Agreement before (a) downloading, installing and/or using the Muchobene Software, (b) using the Beta Muchobene Services, and (c) using the Website.

By clicking on the "I accept" button to download or install the Muchobene Software or by using Services, including, without limitation, by asking or answering questions through the Beta Muchobene Services, you are indicating that you have read and understood, and assents to be bound by, the terms of this Agreement. If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Muchobene Software and you are not allowed to use the Services. If you are not willing to be bound by this Agreement, you should not download, install or use, or should cease all use of the Services. If you are an individual licensing the Muchobene Software or using the Services on behalf of an entity, you represent and warrant that you have all necessary authority to bind such entity to the terms and conditions of this Agreement.

Muchobene provides in connection with the Muchobene website, located at http://www.Muchobene.com (the "Website"), the Beta Muchobene Services as a user-based information service to connect users who have questions with users who might have answers to these questions (collectively, "Users"). The Beta Muchobene Services is offered by Muchobene as a pre-release beta version that has not been completely tested in all situations. The Muchobene Software allows the use of the Beta Muchobene Services. If you sign up for additional services that are governed by additional terms and conditions, Muchobene will inform you accordingly when you sign up. Such additional services will be governed by the additional terms and conditions and, unless otherwise provided by such additional terms and conditions, they are hereby incorporated into this Agreement by reference.

1. USING THE SERVICES

1.1 Eligibility. By using the Services, you represent and warrant that your use of the Services does not violate any applicable law or regulation or the terms of this Agreement.

1.2 Term. This Agreement shall remain in full force and effect while you have the Muchobene Software installed and/or you use the Services. Muchobene may terminate this Agreement immediately without (i) if you are in breach of this Agreement; (ii) if Muchobene decides in it sole discretion to stop providing the Services, or parts thereof; (iii) if Muchobene ends the Beta phase of the Muchobene Software and Beta Muchobene Services; or (iv) for any or no reason without giving you notice. We may modify, suspend or discontinue the Services or parts thereof at any time, for any reason, at our sole discretion.

1.3 FEEDBACK. Muchobene may periodically request that you provide, and you agree to provide to Muchobene, feedback regarding the use, operation and functionality of the Services ("Feedback"). Such Feedback will include, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems and user-desired features. Your hereby assign to Muchobene all rights in the Feedback and agree that Muchobene will have the right to use the Feedback and related information in any manner it deems appropriate.

2. MUCHOBENE SOFTWARE

2.1 LICENSE. Subject to the terms and conditions of this Agreement, Muchobene hereby grants you a worldwide, royalty-free, nonexclusive, license to display, execute, and perform the Muchobene Software for the sole purpose of accessing the Muchobene Beta Service and evaluating the performance and functionality of the Muchobene Software and the Muchobene Beta Service. You agree that the Muchobene Software (i) will establish an online connection to the Muchobene Beta Service, (ii) will update and/or upgrade itself without any input from you and that you will not interfere with or disable such update/upgrade functionality, and (iii) that this Agreement will apply to each such updated and/or upgraded version of the Muchobene Software.

2.2 RESTRICTIONS. You agree that you will not (a) modify, distribute, create derivative works of, or transfer any portion of the Muchobene Software (or any related user manuals or documentation) in any form, except as expressly allowed under this Agreement; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Muchobene Software; or (c) publish any performance or benchmark tests or analyses relating to the Muchobene Software, the Muchobene Beta Service, or the use thereof.

2.3 TITLE. Muchobene will retain all right, title and interest in the Muchobene Software and in all intellectual property rights therein. No license or other rights of any kind are granted or conveyed except for the limited internal license expressly provided herein and the Muchobene Software will remain Muchobene's property. Except as expressly set forth herein, you will not offer, loan, transfer, encumber, sell or otherwise dispose of the Muchobene Software to any third party without having received prior written authorization from Muchobene. If you do so, the disposal will be deemed void. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Muchobene. You will not, at any time, contest anywhere in the world Muchobene's ownership of the intellectual property rights in and to the Muchobene Software.

3. CONTRIBUTIONS TO THE SERVICES
We do not claim ownership in any "Contribution" (which means any of the questions and/or answers that are provided to the Services and includes, without limitation, any and all information, data, results, ideas, messages, sketches, opinions, text, files, links, images, photos, video, sounds, notes, works of authorship, feedback, or any other materials provided by any User within such questions and/or answers) you make to the Services, either by entering into the Muchobene Software or Website, or that you otherwise upload, provided or otherwise transferred to the Services ("posted"), but to be able to legally provide you and other Users and visitors of the Services, we have to have certain rights to the Contributions you post to the Services and to make it available to (a) other Users through the Muchobene Software, (b) to visitors of our Website, or (c) to our partners who use the Muchobene Beta Service in connection with their products or services ("Partners"), in each case as set forth below in Subsection 3.1. In return, we also make the Contributions of other Users available to you through either the Muchobene Software or the Website as set forth below in Subsection 3.2.

3.1 Your Contributions. By posting any Contributions to the Services, you hereby grant us a worldwide, perpetual, irrevocable, non-exclusive, fully-paid and royalty-free license (with the right to sublicense) to store such Contribution and make it available to every User, every visitor of our Website (each, a "Visitor"), and our Partners. You should only post Contributions to the Services (both in questions and in answers) that you are comfortable sharing under the terms and conditions set forth herein. We are not obligated to backup any Contribution that you make to the Services. You are solely responsible for creating backup copies of any Contribution you make to the Services at your sole cost and expense.

3.2 Other User's Contributions. The Services will contain Contributions posted by other Users and if you are using the Muchobene Software, you expressly agree that you may receive such Contributions posted as questions by Users. Such Users and/or other third parties own and retain all proprietary rights in such Contributions.

3.3 Contribution - Ownership and Restrictions. You acknowledge that the Contributions (other than the Contributions you provide) are owned by the User who posted such Contribution, or a third party.

3.4 Services - Ownership and Restrictions. You acknowledge that all the intellectual property rights in the Services are owned by Muchobene, or Muchobene's licensors. You agree not to (i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, rent, lease, loan, or create derivative works based on the Services or (ii) decompile or reverse engineer the Services.

3.5 Profile. You expressly agree that Muchobene may use your Contributions to create and further refine profiles to further enhance the performance of the Services and to provide the questions and Users and the contained Contributions to the Users who may be in the best position to answer such questions. You furthermore agree that Muchobene may create aggregate information from your Contributions by removing personally identifiable information, such as names, and to use such aggregate information in its discretion.

4. ACCEPTABLE USE AND CONDUCT
You are solely responsible for any and all Contributions that are posted by you on the Services and for your interactions with any other User or Visitor.

4.1 Prohibited Contributions. You agree that you will not post any Prohibited Contribution. "Prohibited Contribution" includes any Contribution that: (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) bullies, harasses or advocates stalking, bullying, or harassment of another person; (iii) involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing, or "spamming,"; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) infringes another person's intellectual property without a license to do so, whether or not such intellectual property is registered (or filed for registration) in any country; (vi) promotes, copies, performs or distributes an illegal or unauthorized copy of another person's work, whether it is protected by copyright or trade secret law, or not, such as, without limitation, presenting the work of a third party as your own (plagiarism), providing stolen or illegally obtained materials, providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music, videos, or movies, or links to such pirated music, videos, or movies; (vii) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18); (viii) provides instructional information about illegal activities such as, without limitation, making or buying illegal weapons or substances, violating someone's privacy, or providing or creating computer viruses and other harmful code; (ix) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users; (x) except as expressly approved by us, involves commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (xi) contains viruses, Trojan horses, worms, time bombs, or similar software; or (xii) otherwise violates the terms of this Agreement or creates liability for us. You represent and warrant that: (a) you own the Contribution posted by you on the Services or otherwise have the right to grant the license set forth in this Agreement and (b) your Contribution does not violate the privacy rights, publicity rights, copyright rights, or other rights of any person.

4.2 Breach. Any use of the Muchobene Software and/or Services in violation of this Agreement may result in, among other things, termination or suspension of your rights to use the Muchobene Software and/or Services. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information and Contribution we consider necessary or appropriate, including, without limitation, IP addressing and traffic information, usage history, and posted Contributions.

4.3 Enforcement by Us. We have the right (but not the obligation) to review any Contribution and delete (or modify) any Contribution that in our sole judgment violates this Agreement or which is a Prohibited Contribution, or may otherwise violate the rights, harm, or threaten the safety of any User, Visitor, or any other person, or create liability for us or any User or Visitor, or third party. We reserve the right (but have no obligation) to investigate and take appropriate legal action in our sole discretion against you if you violate this provision or any other provision of this Agreement, including without limitation, removing the Prohibited Contribution from the Services (or modifying it), terminating this Agreement, reporting you to law enforcement authorities, and taking legal action against you.

4.4 Non-Commercial Use. The Muchobene Software and/or Services are for the personal use of Users and visitors of our Website only and may not be used to promote any commercial endeavors or to provide any professional services to any third party, except those that are specifically approved in writing by us or in connection with the Muchobene Software and/or Services expressly designated for commercial use. You will not engage in advertising to, or solicitation of, any User, or Visitor to buy or sell any products or services through the Services. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from your Contribution without notice and may result in termination of this Agreement.

4.5 No Disruption. You will not: (i) cover or obscure any banner advertisements on any Muchobene web page via HTML/CSS, scripting, or any other means, if any, (ii) interfere with, disrupt, or create an undue burden on the Muchobene Software and/or Services or the networks or services connected to the Services; or (iii) without Muchobene's express written permission, introduce software or automated agents to the Services, generate automated messages, or to strip or mine data from the Services.

4.6 Miscellaneous. You will not attempt to impersonate another User or person, including any of our employees. You will use the Muchobene Software and/or Services in a manner consistent with any and all applicable laws and regulations.

5. THIRD PARTIES AND OTHER USERS

5.1 Third Party Contributions. Contributions from Users will be made available to you through the Services. Because we do not control such Contributions, you agree that we are not responsible for any such Contribution. Because we do not have control over such Contributions, we make no guarantees about the accuracy, currentness, suitability, or quality of the information in such Contribution, and we assume no responsibility for any unintended, objectionable, inaccurate, misleading, or unlawful Contribution made available by other Users. You will not know who receives any Contribution you post to the Services as a question and you will not know who posted the Contribution that you may receive as an answer to this question. Muchobene does NOT in any way test or verify the knowledge of any User and does NOT verify or correct the content of any Contribution made by any User, except as expressly set forth herein.

5.2 Rights to Third Party Content. The scope of rights you get with respect to other User's Contributions that you may receive or access through the Services, as well as the scope of rights you grant any Users or Visitors that you provide to the Services, is defined and governed by any agreement between you and such User or visitor of the Website and not between Muchobene and you, or this Agreement. Muchobene only provides you and other Users and the visitors of our Website a platform on which Users can exchange questions and answers to these questions, and visitors of our Website can access such questions and answers, on an anonymous basis under the rules and conditions agreed upon between you and such other User or Visitor. If you want to limit the rights other Users and Visitors will have in the Contributions you provide to the Services, you have to notify them of such limitations in connection posting such Contribution. Your interactions with other Users and Visitors and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User and Visitor. You agree that Muchobene will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User's and Visitor's use or disclosure of your Contribution and personally identifiable information. If there is a dispute between you and any third party (including any User and Visitor), we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and any such party.

5.3 User and Visitor Interaction. You will not use any Contribution and other information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User or Visitor without their prior explicit consent. In order to protect our Users and Visitors from such advertising or solicitation, we reserve the right to restrict the number of Contributions which a User may make during a certain time-frame to a number and amount which we deem appropriate in our sole discretion.

6. THIRD-PARTY WEBSITES AND PARTNER COMMUNITIES
The Services might contain links to third-party websites ("Third-Party Websites") (a) placed by us as a service to those interested in this information; or (b) posted by other User. You use all such links to Third-Party Websites at your own risk. We do not monitor or have any control over, and makes no claim or representation regarding Third-Party Websites. To the extent such links are provided by us, they are provided only as a convenience, and such link to a Third-Party Website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Website. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Websites, or websites linking to the Website. When you leave the Website, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Website, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

7. COPYRIGHT POLICY
It is our policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to us by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:
Muchobene, Inc.
Attn: Copyright Agent
e-mail: copyrightagent@Muchobene.com

8. DISCLAIMERS
You acknowledge that the Muchobene Software is pre-release and has not been completely tested in all situations. Without limiting the provisions of this section, you acknowledge and agree that Muchobene has no obligation under this Agreement to correct any defects or errors in the Muchobene Software provided to you under this Agreement, regardless of whether you inform Muchobene of such defects or errors or Muchobene otherwise is, or becomes aware of, such defects or errors. You acknowledge that the Muchobene Software may contain operational malfunctions, errors, or other defects and agrees that you are entering this agreement solely for purposes of evaluating and testing the Muchobene Software.

THE MUCHOBENE SOFTWARE AND SERVICES ARE SOLELY PROVIDED FOR TESTING AND EVALUATION DURING THE BETA-PHASES AND ARE PROVIDED "AS-IS" AND AS AVAILABLE. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT: (A) THE MUCHOBENE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE MUCHOBENE SOFTWARE AND SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MUCHOBENE SOFTWARE OR SERVICES WILL BE ACCURATE OR RELIABLE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE MUCHOBENE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DOWNLOAD OR FIRST USE, WHICHEVER COMES FIRST.

9. LIMITATION ON LIABILITY
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE MUCHOBENE SOFTWARE AND SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE MUCHOBENE SOFTWARE OR SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF FIFTY US DOLLARS ($50) AND THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE CLAIM FOR THE MUCHOBENE SOFTWARE OR SERVICES, IF ANY.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

10. RELEASE
You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from: (i) any interactions with other Users and/or Visitors, (ii) any incorrect or inaccurate Contribution posted on the Services, whether caused by Users, or by any of the equipment or programming associated with or utilized in the Services, or (iii) conduct of any User or Visitor of the Services.
If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

11. GENERAL

11.1 Amendments. This Agreement may be modified by us from time to time. If we make changes to the Agreement, we will post the amended Agreement on the Website and you agree that such amended Agreement will be effective (a) immediately for every Visitor or User who first downloads, installs, and/or uses the Muchobene Software and/or Services after the posting of the amended Agreement, or (b) thirty (30) days after the amended version of the Agreement has been posted on the Website for all existing User and Visitors.

11.2 Survival. The provisions under Sections 2.3, 2.3, 3, 4, 5, 7, 8, 9, 10, and 11 will survive termination of this Agreement for any reason.

11.3 Indemnity. You agree to defend, indemnify, and hold us, our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Muchobene Software and Services in violation of this Agreement and/or arising from your breach of any provision of this Agreement.

11.4 U.S. Export Controls. No software (including the Muchobene Software) may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using any software (including the Muchobene Software), you represent and warrant that such download or use is not in violation of any such law.

11.5 Governing Law and Arbitration. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within the State of California for the purpose of litigating all such claims or disputes. Any claim or dispute in connection with this Agreement shall be resolved in a cost effective manner through binding non-appearance-based arbitration. The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, you acknowledge that any breach of this Agreement by you would cause irreparable injury to Muchobene for which monetary damages would not be an adequate remedy and that we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.

11.6 Other. This Agreement constitutes the entire agreement between you and us regarding the use of the Muchobene Software and/or Services. Our failure 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, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Muchobene's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon assignees. Please contact us with any questions regarding this Agreement by e-mailing us at: contact@Muchobene.com. If you are a California resident, you may report complaints about the Services to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

11.7 Copyright/Trademark Information. Copyright © 2007, Muchobene. All rights reserved. The trademarks, logos and service marks ("Marks") displayed on the Muchobene Software and Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Last updated: October 2007