interchang.es
MISFIT MEDIA LLC
Effective as of January 1, 2013

Welcome to the interchang.es network and social media platform at interchang.es (collectively with all online and mobile sites, services, and applications, the “Website”, or “Network”). The following Terms of Use apply when you view or use the Website online or by accessing the Website through any mapped domain, subdomain or mobile application.

PLEASE NOTE: BY USING THE WEBSITE, YOU AGREE AND AFFIRM THAT YOU HAVE READ AND ACCEPT THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE THIS SITE.

Privacy Policy
MISFIT MEDIA LLC (“we,” “us,” “our”, “interchang.es”) respects your privacy as a Website user. Please refer to our Privacy Policy which explains how we collect, use, and disclose information in connection with the Website. These Terms of Use incorporate the Privacy Policy by reference; when you access or use the Website, you signify your agreement to the Privacy Policy.

About the Website
The Website allows you to build your website and connect to third party services in a bundled hosting, domain and web tools package in order to create, broadcast and connect to content by you and others on the network.

Registration and Use of the Website
You must be at least 13 years old and a resident of the United States to register for and use the Website.

If you register as a Website user, in order to access the Website and to receive messages from interchang.es or MISFIT MEDIA LLC you will be asked to create a personalized account which includes a unique username and a password. You agree to notify us immediately of any unauthorized use of your password and/or account. We will not be responsible for any liabilities, losses, or damages to you or any third party arising out of the unauthorized use of your member name, password and/or account.

You agree that you will not under any circumstances in connection with your use of the Website:
● post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable, hateful, and offensive;
● use the Website for any unlawful purpose or for the promotion of illegal activities;
● engage in conduct that would reasonably be viewed as bullying, harassing, abusing, or harming another person or group, or attempt to do so;
● use another user’s account without permission or give another access to your account;
● provide false or inaccurate information when registering an account;
● interfere or attempt to interfere with the proper functioning of the Website;
● make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
● bypass any robot exclusion headers or other measures we take to restrict access to the Website or use any software, technology, or device to scrape, spider, or crawl the Website or harvest or manipulate data; or
● publish or link to malicious content intended to damage or disrupt another user’s browser or computer.

Posting, Content, and Conduct Rules
When you create your personalized network account, you may build a website, create a profile, post, comment, interact with other sites on the network, and otherwise contribute to Website content (all such contributions are “User Content”). You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Website. You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. We do, however, reserve the right to remove any User Content from the Website at our discretion.

The following rules pertain to User Content. By transmitting and submitting any User Content while using the Website, you agree as follows:
● You are solely responsible for your account and the activity that occurs through your account;
● You will not post information that is malicious, false or inaccurate;
● You will not submit content that is copyrighted or subject to third party proprietary rights, including without limitation trademark, privacy, publicity, trade secret, or patent, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and
● You hereby affirm we have the right to determine whether any of your User Content submissions are appropriate and/or comply with these Terms of Service, and to remove any or all of your submissions and terminate your account with or without prior notice in our sole discretion.

You understand and agree that any liability, loss, or damage that occurs to you or any third party as a result of the use of any User Content that you make available or access through your use of the Website is solely your responsibility. We are not responsible for any third party display or misuse of your User Content. We do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we may monitor and/or record user interactions with the Website directly or using technology.

Website Content Disclaimer
You understand that interchang.es and MISFIT MEDIA LLC coordinators, employees and volunteers may retain individual user accounts, and that User Content or other materials posted through those accounts are not posted on behalf of MISFIT MEDIA LLC. The only accounts managed by/on behalf of MISFIT MEDIA LLC are those with the following usernames: interchanges, misfitmedia.

Opinions, advice, statements, offers, or other information or content made available through the Website are by users/parties other than MISFIT MEDIA LLC those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.

MISFIT MEDIA LLC does not guarantee the accuracy, completeness, or usefulness of any information on the Website and does not adopt or endorse, or take responsibility for, the accuracy or reliability of any opinion, advice, or statement made by users/parties other than MISFIT MEDIA LLC. MISFIT MEDIA LLC takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Website. Under no circumstances will MISFIT MEDIA LLC be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Website, or transmitted to users. Under no circumstances will MISFIT MEDIA LLC be responsible for any loss or damage resulting from anyone’s reliance on third party plugins and features not build by MISFIT MEDIA LLC.

Though we try to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or that you find objectionable. We reserve the right to monitor the materials posted in the public areas of the Website, to limit or deny any user’s access to the Website, or take other appropriate action if a user violates these Terms of Use or engages in any activity that we determine violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious; however, we have no affirmative obligation to undertake any of these actions. We have the right to remove any material that we determine violates, or is alleged to violate, the law or these Terms of Use, or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under applicable laws. If you become aware of misuse of our Website, please contact us [Nicole@misfit-media.com].

Links and Materials Outside the Website
We or other users may provide you with links on the Website to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Content”). We have no control over Third Party Sites and Third Party Content or the promotions, materials, information, goods or services available on these them, and we do not monitor or check any Third Party Sites or Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Site or Third Party Content does not imply approval or endorsement thereof by MISFIT MEDIA LLC. If you decide to leave the Website and access any Third Party Sites or to use or install any Third Party Content, you do so at your own risk. You should review any terms or policies, including privacy practices and terms of use, of any site to which you navigate to from the Website or any software or applications you use or install.

Intellectual Property and License Grant
By posting any User Content on or via the Website, you expressly grant to MISFIT MEDIA LLC a non-exclusive, royalty-free, sublicensable, transferable, perpetual, irrevocable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, publicly perform/display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology now known or hereafter devised, for use in connection with content aggregation on or with the Website by interchang.es and MISFIT MEDIA LLC. By posting any User Content on or via the Website you represent and warrant that you have the right and authority to grant the foregoing rights in such User Content.

MISFIT MEDIA LLC Intellectual Property
You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Website, including applicable copyrights, trademarks, patents, and other proprietary rights. Other product and company names that are mentioned on the Website may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.

Copyright and the DMCA
We respect the intellectual property rights of others and requests that Website users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, MISFIT MEDIA LLC has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Website who are repeat infringers. We may terminate access for participants or users who are found repeatedly to provide or post third party content without proper rights and permissions.

DMCA Notice. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Website infringe upon your copyrights, you may notify us of this infringement pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to our designated copyright agent at Misfit Media, 27 Arion Place, Brooklyn, NY 11206:
1. The date of your notification;
2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
3. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
5. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

DMCA Counter-Notice. If your User Content has been removed from the Website pursuant to a third party DMCA notice and you believe that User Content is not infringing, or that you have authorization to post and use that content (from the copyright owner, the copyright owner’s agent, or by law), you may send a counter-notice containing the following information to our copyright agent at the address set forth above:
1. Your physical or electronic signature;
2. A description of the content that has been removed and the location at which the content appeared before it was removed;
3. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
4. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, we may send a copy of such counter-notice to the original complaining party informing such person that we may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may (in MISFIT MEDIA LLC’s discretion) be reinstated on the Website 10 to 14 business days or more after receipt of the counter-notice.

No Email Notice to MISFIT MEDIA LLC
Communications made by email or through the interchang.es Website’s email and messaging system will not constitute legal notice to MISFIT MEDIA LLC or any of its officers, coordinators, volunteers, agents, or representatives in any situation where notice to MISFIT MEDIA LLC is required by contract, law, rule, or regulation.

User Consent to Electronic Communications
For legal and contractual purposes, you (a) consent to receive communications from MISFIT MEDIA LLC in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address, to send you other messages, including information about the Company and special offers. You may opt out of such email by changing your account settings or sending an email to Nicole@misfit-media.com or mail.

Opting out may prevent you from receiving messages regarding the Company or special offers.

WARRANTY DISCLAIMER
THE WEBSITE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MISFIT MEDIA LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE WEBSITE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT, OR OTHER MATERIAL OBTAINED ON OR THROUGH THE WEBSITE.

LIMITATION OF DAMAGES; RELEASE
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MISFIT MEDIA LLC, ITS AFFILIATES, DIRECTORS, COORDINATORS OR VOLUNTEERS, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, ARISING IN CONNECTION WITH (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE WEBSITE; (C) THE WEBSITE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE WEBSITE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH MISFIT MEDIA LLC OR ANY OTHER USER OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT MISFIT MEDIA LLC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

In addition to and without limiting the foregoing, you release us (and our officers, directors, agents, subsidiaries, coordinators, volunteers, and employees) from all claims, demands, and damages (actual and consequential) arising out of or in any way connected with any dispute you have with any other Website user(s).

If you are a California resident, you waive California Civil Code §1542, which says: “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.”

Modification of These Terms of Use
We can modify or amend these Terms of Use at any time and will update them in the event of any such amendment. It is your sole responsibility to check the Website from time to time to view any such changes. Your continued use of the Website signifies your agreement to any revisions to these Terms of Use. However, we may notify you of material chances to these Terms of Use by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. You should keep your contact and profile information current in order to receive such updates.

No changes to these Terms (other than as set forth in this paragraph) or waiver of MISFIT MEDIA LLC’s rights hereunder will be valid or effective except when set forth in a written agreement bearing the physical signature of an officer or director of MISFIT MEDIA LLC. No actual or purported waiver or modification of these Terms by MISFIT MEDIA LLC via telephonic or email communications will be valid.

General
If any part of Terms is held invalid or unenforceable, that portion of Terms will be construed consistent with applicable law and all remaining portions will remain in full force and effect. No failure on the part of MISFIT MEDIA LLC to enforce any provision of this Agreement will be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

You agree that any cause of action related to or arising out of your relationship with MISFIT MEDIA LLC must commence within ONE (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Use and your use of the Website are governed by the federal laws of the United States of America and the laws of the State of New York, without regard to conflict of law provisions. Any lawsuit arising from or relating to these Terms of Use will be brought in the Federal or State courts located in New York County, New York, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose and waive any defense of forum non conveniens.

MISFIT MEDIA LLC may assign or delegate these Terms of Service and/or the Website Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without MISFIT MEDIA LLC’s prior written consent, and any unauthorized assignment and delegation by you is void.

BY BROWSING AND/OR MAKING PURCHASES ON THIS WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.