These Terms of Use are effective as of November 1, 2006.

Welcome to YFly.com, the online social network for Generation Y. The YFly service and network (collectively, "YFly.com" or "the Service") are owned and operated by Interactive Development LLC and its corporate affiliates (collectively, "us", "we" or "the Company"). By using the www.yfly.com web site (the "Web site") you signify that you have read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement") whether you are a “Visitor” (which means that you simply browse the YFly.com website) or a “Member” (which means that you have registered with YFly.com). We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the Terms of Use's effective date. Your continued use of the Service or the Web site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Service or the Web site. It is your responsibility to regularly review these Terms of Use.

ELIGIBILITY

You must be thirteen years of age or older to register as a Member of YFly.com or use the Web site. If you are under the age of 13, you are not allowed to register and become a Member of YFly.com. Membership in the Service is void where prohibited. By using the Service or the Web site, you represent and warrant that you agree to and shall abide by all of the terms and conditions of this Agreement. YFly.com may terminate your Membership and/or prohibit you from using or accessing the Service or the Web site if we believe you are under 13 years of age.

TERM

This Agreement shall remain in full force and effect while you use the YFly.com services or are a Member. You may deactivate your Membership at any time, for any reason, by following the instructions on the Members Account Settings page. YFly.com may terminate your Membership at any time, without warning. Upon termination of your Membership, YFly.com’s obligations to you shall cease. However, even after Membership is terminated, this Agreement will remain in effect.

PASSWORD

When you sign up to become a Member, 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 YFly.com 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. Your username and password are not transferable.

MEMBER CONDUCT

You understand that the Service and the Web site are available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Members from the Service or the Web site by electronic or other means for purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Service or the Web site or for any other purpose. You further agree that you may not use the Service or the Web site in any unlawful manner or in any other manner that could damage, disable, overburden or impair Web site. In addition, you agree not to use the Service or the Web site to:

Upload, post, email, transmit or otherwise make available any content that we deem to be patently offensive, harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable;

1. Impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;
2. Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
3. Upload, post, email, transmit or otherwise make available any material that contains software viruses, worms, “Trojan Horses,” 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;
4. Intimidate or harass or advocate harassment of another;
5. Use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Web site;
6. Exploit people in a sexual or violent manner;
7. Provide nudity, violence, or offensive subject matter or provide a link to an adult web site;
8. Solicit personal information from anyone under 18 years of age;
9. Provide any telephone numbers, street addresses, URLs or email addresses;
10. Promote information that you know is false or misleading or promotes illegal activities or conduct that is defamatory or libelous;
11. Promote an illegal or unauthorized copy of another party’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; or unauthorized/illegal file sharing.
12. Solicit passwords or personal identity information for commercial or unlawful purposes from other users;
13. For band and filmmaker profiles, use sexually suggestive imagery or any other unfair, misleading or deceptive content intended to draw traffic to the profile;
14. Solicit money from others.

PROPRIETARY RIGHTS IN CONTENT ON WEB SITE

All content on the Web site, including but not limited to design, text, graphics, photographs, video, audio, organization, compilation, and the selection and arrangement of all of the foregoing (the "Content"), are the proprietary property of the Company or its licensors. All rights reserved. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission. You may download or print a copy of any portion of the Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. You may not republish Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation. Any other use of the Content is strictly prohibited.

All trademarks, logos, trade dress and service marks on the Web site are either trademarks or registered trademarks of the Company or its licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

MEMBER CONTENT POSTED ON THE WEB SITE

The Company does not claim any ownership rights in the text, files, images, photos, profiles, video, sounds, musical works, works of authorship, or any other materials that you publish or display (hereinafter, "post") on or through the Service or the Web site, or transmit to other Members (collectively the "Member Content"). You are solely responsible for the Member Content that you post on or through the Service or the Web site, or transmit to other Members. You understand and agree that the Company may review and delete or remove any Member Content that, in the sole judgment of the Company, violates this Agreement or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of Members or others.

By posting Member Content to any part of the Web site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company a royalty-free, irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, modify, perform, publish, display, reformat, translate, excerpt (in whole or in part) and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing. You also represent and warrant that the holder of any rights in such content, including intellectual property rights, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.

You may remove your Member Content from the Web site at any time. If you choose to remove your Member Content, the license granted above will automatically expire.

COPYRIGHT POLICY

You may not post, modify, distribute, or reproduce in any way any copyrighted material belonging to others without obtaining prior written consent. YFly.com respects the rights of all copyright holders and in this regard, YFly.com reserves the right to terminate your use of the Service and remove any infringing Content if you infringe the copyright rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the information requested below.

COPYRIGHT INFRINGEMENT NOTIFICATION

To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at single online site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that it is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
5. A statement that the complaining party has 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.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Such written notice should be sent to our designated agent as follows:

DMCA Complaints
Interactive Development, LLC
Attn: Mr. Josh Neiman
4400 Baker Road
Minnetonka, Minnesota 55343
Phone: 952-936-5204
Fax: 952-936-5541
Email: support@YFly.com

Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

COUNTER-NOTIFICATION

If you elect to send us a counter notice, to be effective it must be written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

1. A physical or electronic signature of the subscriber.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
4. The subscriber’s name, address, and telephone number, and a statement that the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Such written notice should be sent to our designated agent as follows:

DMCA Complaints
Interactive Development, LLC
Attn: Mr. Josh Neiman
4400 Baker Road
Minnetonka, Minnesota 55343
Phone: 952-936-5204
Fax: 952-936-5541
Email: support@YFly.com

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.

LINKS TO OTHER WEBSITES

The Web site contains links to other web sites. We are not responsible for the content, accuracy or opinions expressed in such web sites, and such web sites are in no way investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on or through the Service or the Web site does not imply approval or endorsement of the linked web site by us. When you access these third-party sites, you do so at your own risk.

CONTESTS

The Web site may periodically contain contests, sweepstakes and/or promotions that offer prizes or invite you to send in material or information about yourself. Each contest has its own rules, which you must read and agree to before you may enter.

PRIVACY

Use of the Service and the Web site is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

MEMBER DISPUTES

You are solely responsible for your interactions with other YFly.com Members. We reserve the right, but have no obligation, to monitor disputes between you and other Members. If you are blocked by five (5) or more users we reserve the right immediately to terminate your Membership.

MONITORING

As a matter of policy, YFly.com does not prescreen or monitor all content or dialogue. However, YFly.com shall have the right, but not the obligation, to monitor the content of YFly.com and its related services, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by YFly.com and to satisfy any law, regulation or authorized government request. YFly.com shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on YFly.com and its related services. Without limiting the foregoing, YFly.com shall have the right to remove any material that YFly.com, in its sole and absolute discretion, finds to be in violation of the provisions hereof or otherwise objectionable and terminate any account it deems warranted.

DISCLAIMER

The Company is not responsible for any incorrect or inaccurate Content posted on the Web site or in connection with the Service, whether posted or caused by users of the Web site, Members or by any of the equipment or programming associated with or utilized in the Web site or the Service. The Company is not responsible for the conduct, whether online or offline, of any user of the Web site or Member of the Service. The Web site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. YFly.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any web site or combination thereof, including injury or damage to users and/or Members or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Web site or the Service, any Content posted on or through the Web site or the Service or transmitted to Members, or any interactions between users of the Web site or Members, whether online or offline. YFLY.COM, THE SERVICE AND THE CONTENT ARE PROVIDED "AS-IS, AS-AVAILABLE" AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEB SITE AND/OR THE SERVICE.

LIMITATION OF LIABILITY

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO YFLY.COM FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

GOVERNING LAW AND VENUE

The parties agree that this Agreement shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions, and the parties agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of Los Angeles. Either YFly.com or you may demand that any dispute between YFly.com and you about or involving YFly.com must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Los Angeles, California, USA, provided that the foregoing shall not prevent YFly.com from seeking injunctive relief in a court of competent jurisdiction.

INDEMNITY

You agree to indemnify and hold YFly.com, its subsidiaries, and affiliates, and their respective officers, agents, partners, employees, successors and assigns (each an “Indemnitee”) harmless from any loss, liability, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Web site or the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Web site or through the Service is alleged to violate the rights of a third party. In the event you fail to promptly indemnify and defend such claims and/or pay the expenses of such Indemnitee, as provided above, such Indemnitee shall have the right to defend itself, and in that case, you shall reimburse such Indemnitee for all of its reasonable attorney’s fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of such Indemnitee’s written requests.

OTHER

These Terms of Use, together with the Privacy Policy and any other policies of the Company posted by us on the Web site, constitute the entire agreement between you and YFly.com regarding the use of the Web site and/or the Service, superseding any prior agreements between you and YFly.com relating to your use of the Web site or the Service. The failure of YFly.com to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. The section titles in this Agreement are for convenience only and have no legal or contractual effect. YFly.com is a trademark of Interactive Development, LLC. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. To the extent that anything in or associated with the Web site and/or the Service is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

QUESTIONS

Please visit our Help page for more information.

For web posting, reprint, transcript or licensing requests for YFly.com material, please contact MemberRelations@YFly.com.

For any questions or requests other than copyright issues or licensing requests, please contact MemberRelations@YFly.com.