LAW THAT APPLIES TO THIS AGREEMENT; MISCELLANEOUS TERMS

LAW THAT APPLIES TO THIS AGREEMENT; MISCELLANEOUS TERMS

This Agreement, including, without limitation, our Privacy Statement, any Rules and any additional terms and conditions that apply to your use of any specific Service, features and functions or the purchase of any Products, as well as any other documents, policies and provisions we refer to in any of the foregoing, all of which are hereby incorporated by this reference, contains the entire understanding and agreement between you and WallDirectory and supersedes any and all prior, inconsistent or other understandings relating to the WallDirectory Service and your use of the WallDirectory Service. This Agreement cannot be modified, changed or terminated, except as specifically described in Section 2.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and this Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the WallDirectory Service, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

This Agreement and your use of the WallDirectory Service shall be governed by, construed and enforced in accordance with the substantive laws of the State of Tennessee applicable to contracts made, executed and wholly performed in that State, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in Davidson County in the State of Tennessee and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise; provided, however, that notwithstanding the foregoing, you agree that WallDirectory has the right to commence and prosecute an action against you in connection with this Agreement, in your home jurisdiction. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act.

IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE WALLDIRECTORY SERVICE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Copyright (c) 2006-2008 WallDirectory, Inc – All Rights Reserved.

Notice and Procedure for Making Claims of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on the WallDirectory Service should be sent ONLY to our Designated Agent.

NOTE: The following information is provided solely for notifying the service providers referenced below that your copyrighted material may have been infringed.

DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OR E-MAIL ABUSE, etc.) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT.

WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE CONTENT IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

An Infringement notification must be submitted to: support@WallDirectory.com

Under Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:

(1) An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;

(2) Identification of the copyrighted work (or works) that you claim has been infringed;

(3) A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);

(4) A clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material;

(5) Your name, address, telephone number, and e-mail address;

(6) A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(7) 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.

This Terms of Use Agreement was last modified on May 7th, 2008 and is effective immediately.