Last Revision: September 29, 2007.

The following are the Terms of Use for the Scribas website. This agreement describes the terms on which you may access and use our services. In order to become a Scribas member, you must read and accept all of the terms and conditions of this agreement and the Privacy Policy. In the event of any inconsistency between the Scribas Privacy Policy and these Terms of Use, the Terms of Use shall control. Nothing in this agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this agreement, you may not use nor access our services. By using, you are considered to have accepted the Scribas Terms of Use.

Service Description

Scribas is an online archive that allows registered members ("Members") to post memories for the general viewing benefit of all visitors to the Scribas.com website ("Scribas website"). The Scribas website is operated by Scribas and its corporate affiliates ("Scribas", "us" or "we").

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SCRIBAS. PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AND SET FORTH VARIOUS LIMITATIONS AND EXCLUSIONS THERETO, INCLUDING WITHOUT LIMITATION A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

By using the scribas Website you agree to be bound by these Terms of Use (this "Agreement"). This Agreement may be modified from time to time and such modification shall be effective upon posting by Scribas on the Scribas website. You agree to be bound to any changes to this Agreement when you use the Scribas website after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. Users that visit the Scribas website but do not register similarly affirm that they are bound to this Agreement each time they visit the Scribas Website. If you wish to register to become a Scribas Member you must read this Agreement and indicate your acceptance during the registration process by checking the box labeled "I agree" under the Terms of Use Agreement.

Eligibility

Membership of use of the Scribas website is void where prohibited. This site is intended solely for Users and Member who are thirteen (13) years or older, and any registration by, use of or access to the Scribas Site by anyone under the age of 13 is unauthorized, unlicensed and in violation of this Agreement. Scribas may terminate membership or block usage or access to the Scribas website for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are younger than 13 years of age.

Effective Date

This Terms of Use agreement will become effective on the day you begin using Scribas.

Access to Site

Scribas has the right to modify, suspend or terminate access to Scribas at any time for any or no reason without notice. In certain situations, we may also require you to change your login username and/or password. You may cancel your Scribas membership at any time.

Deletion of Content

In order to keep Scribas working properly for all members, we may need to periodically delete old blog entries, forum posts, pages and photos that are no longer in use. Scribas reserves the right to delete your content and all its text, customization, and photos. You should keep copies of all photos and other important materials on your own computer and not count on Scribas to be a permanent storage place.

User Conduct

By reading and accepting these Terms of Use, Scribas members agree not to use the Site to:

• upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• register for more than one Member account, register for a Member account on behalf of an individual other than yourself, or register for a Member account on behalf of any group or entity;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
• interfere with, disrupt, or create an undue burden on the Scribas website or server or the networks or services connected to Scribas. (see "Copyright Restrictions and Data Mining")
• use Scribas contact forms or private message tools to upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. As a reasonable estimation of such harm, you agree to pay Scribas $50 (US) for each such unsolicited email or other unsolicited communication you send through the Scribas servers;
• upload, post, transmit, share, store or otherwise make publicly available on the Scribas website any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• sell or otherwise transfer your Scribas website account and profile;
• solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
• upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• intimidate or harass another Scribas website Member or User;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another Scribas website Member's account, service or system without authorization from Scribas, or create a false identity on the Scribas website.

Password

When you sign up to become a Member of the Scribas website, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Scribas immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

Content Not Permitted on Scribas

We would encourage Scribas Members to add as much content as possible to the Scribas website. However, there are some materials that are not appropriate or welcome on Scribas and are strictly forbidden. Posting of any of this content by you may, in our sole discretion, result in termination of your membership on the Scribas website. In addition, we reserve the right to investigate and take appropriate legal action, at our sole discretion, against any Member who violates this provision, including removing the offending communication from the Scribas website and reporting such violators to the appropriate legal authorities. Scribas Members may not place any of the following material on the Scribas website:

• Any text or images that threaten, bully or humiliate any other person.
• Any text or images that include any information that you know is false or misleading, promotes illegal activities or conduct that is abusive, or is threatening, obscene, defamatory, or libelous.
• Any text or images that are obscene or pornographic.
• Any text or images that involve the transmission of "junk mail," "chain letters," "spam," "advertising" or any other unsolicited mass mailing, e-mailing.
• Any text or images that depict violence against people or property.
• Any text or images that could violate the ownership rights of other people or companies, including trademarks and copyrights. (see "Copyright Protection Policy" section).
• Any text or images that promote or depict racism, bigotry or hatred toward any individual or group.
• Any text or images that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses.

If you see any content similar to those types listed above, contact us. Even though all of the above Content is strictly prohibited, there is a small chance that you might become exposed to such items while using the Scribas website. If so, neither we, nor any of our officers, directors, employees, shareholders, advertisers, or corporate partners will in any way be responsible for any damages (to or from any party) related to any such exposure. Please see "Liability" section below for further limitations on our liability.

Scribas may choose to delete any content that in the sole judgment of Scribas violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person.

Removal of Content

You understand and agree that we may review and delete any content that you include on any area of the Scribas website that we, in our sole judgment, believe (1) violates this Agreement, (2) might be offensive or illegal, or (3) might violate the rights of, harm, or threaten the safety of any other Member.

Account Termination

You agree that Scribas may, with or without cause, immediately terminate your Scribas account and access to the Scribas website without prior notice. Without limiting the foregoing, the following may lead to a termination by Scribas of a user's use of the Scribas Service (a) breaches or violations of this User Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e) extended periods of inactivity. Termination of your Scribas account may include removal of access to the Scribas. Furthermore, you agree that all terminations shall be made in Scribas's sole discretion and that Scribas shall not be liable to you nor any third-party for any termination of your account or access to the Scribas website.

Fees

Signing up for a basic Scribas account is free. Scribas reserves the right to charge for the Scribas website or any portion thereof (for example, a "Premium service"), modify the pricing of, add to, or discontinue the Scribas service or any portion thereof without prior notice.

User Disputes

You are solely responsible for your interactions with other Scribas Members and Users. We reserve the right, but have no obligation, to monitor disputes between you and other Members and Users.

Member Identity

Your profile must describe you, an individual person. Examples of profiles that we reserve the right to consider as inappropriate include, but are not limited to, profiles that purport to represent an animal, place, inanimate object, fictional character, or real individual who is not you.

Member Responsibility for Content

You are solely responsible for the content that you post on the Scribas website or transmit to other Scribas Members.

Liability

If anyone brings a claim, lawsuit or other proceeding against Scribas based on content you post on Scribas, you agree to compensate Scribas including its officers, directors, employees and agents for any and all losses, liabilities, damages or expenses, including attorneys' fees, incurred by Scribas in connection with any such claim, lawsuit or proceeding.

Proprietary Rights

Whilst Scribas disclaims ownership to uploaded files or materials, Scribas Members and Users agree to assign to Scribas an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute such content and to prepare derivative works of, or incorporate into other works, such content, and to grant and authorize sublicenses of the foregoing. You shall have absolutely no recourse against Scribas as the system provider for any alleged or actual infringement of any proprietary rights to which you may claim ownership.

Marks and Copyright

Scribas and all graphics, logos and service names used to identify Scribas products and services are trademarks or service marks of Scribas. Third party trademarks or service marks used in connection with this service are the property of their respective owners. You may not use any trademark or service mark in connection with any product or service without the express permission of the owner of that mark.

You should assume that the content of the Web pages created by other Scribas customers is protected by copyright or other proprietary rights. You are not entitled to copy any content without the express permission of Scribas. Scribas respects the intellectual property rights of others, including copyright and as such Scribas complies with the U.S. Copyright Act. If you feel that material posted on the Scribas website or on a member website hosted by Scribas infringes on copyright you own, please view Scribas' Copyright Notice. This policy is a supplement to the Scribas Terms of Service agreement.

Copyright Protection Policy

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information owned by another party without obtaining the prior written consent of the owner. If you believe that your work has been copied and posted on the Scribas website in a way that constitutes copyright infringement, please see our Copyright Notice for the procedure to follow.

Copyright Restrictions and Data Mining

The Scribas website is for the personal use of individual Members only and may not be used in connection with any commercial endeavors without our express written consent in each case. Organizations, companies, and/or businesses may not become Members and should not use the Scribas website for any purpose. You may not copy, transfer, or use any names, photos, links, text, data, or other content belonging to or posted by Scribas Members or Users for the purpose of selling, engaging in, marketing, or promoting any other product or service. Use of manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the Scribas website or mine data from the Scribas server database is strictly prohibited.

Illegal and/or unauthorized uses of the Scribas website, including collecting usernames, e-mail addresses, or other personally identifiable information of Members by electronic or other means for the purpose of sending unsolicited e-mail, unauthorized framing of or linking to the Scribas website, or any other use not expressly permitted in this Agreement will be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress.

In addition to the above restrictions, you may not authorize, enable or otherwise grant to any other person, organization, company, or business access to your Scribas Member account or other content uploaded on the Scribas website for the purpose of extracting such information or other content.

Privacy

We care about the privacy of our Users and Members. You can view the Scribas Privacy Policy. By using the Scribas website, you are consenting to have your personal data transferred to and processed in the United States.

Warranty. Disclaimer. Limitation of Liability.

You, the Member or User, acknowledge that use of the Scribas service is at your sole risk. The Scribas service is not warranted to be error free or uninterrupted, and there is no warranty as to the results obtained through use of the Scribas service. The Scribas service is made available on an AS IS basis. THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SERVICE. Neither Scribas nor anyone else involved in creating, producing, or delivering the Scribas service, will be liable for any direct, incidental, special or consequential damages arising out of agreement to these Terms. Should a fee paying service exist at the time, in no event will the liability of Scribas for any breach of these Terms exceed the total charges incurred by a Member in the month preceding the date the claim for breach arose. The provisions of this section will survive termination of the agreement to these Terms.

Indemnification

You agree to indemnify, defend and hold harmless Scribas from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including but not limited to attorneys' fees), relating to (a) your use of the Scribas Website (including the posting by you of any content on the Scribas Website) in violation of this Agreement; (b) any other breach of this Agreement by you, leading wholly or partially to claims against us or our system by other subscribers or third parties, regardless of the type of claim or the nature of the cause of action.

Governing Law. Venue. Jurisdiction.

You agree that these Terms shall for all purposes be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in New York, and that any legal action or proceeding arising out of this agreement, i.e., these Terms, shall be litigated and enforced under the laws of the State of New York. In addition, you agree to submit to the jurisdiction of the courts of the State of New York. Any cause of action brought by you must be instituted within one year after the claim or cause of action has arisen. Scribas's failure to enforce any provision under these Terms shall not constitute a waiver of any provision or right.

Changes

We may modify or terminate our services from time to time, for any reason, and without notice, including the right to terminate with or without notice, without liability to you, any other user or any third party. We reserve the right to modify these Terms of Service from time to time without notice. Please review these Terms of Service from time to time so that you will be apprised of any changes.