This Site at Clever Image.com is fully controlled and operated by Clever Image, Inc., a duly incorporated New Jersey Corporation. ("Clever Image, Inc."). By accessing and using this Site, you are hereby agreeing to be legally bound by the terms and conditions of Clever Image, Inc. If you do not agree with all of the following terms and conditions, please do not use this Site.

We reserve the right, at our sole discretion, to change, modify, or otherwise alter these terms and conditions at any time. Such changes and/or modifications shall become effective immediately upon the posting thereof. Please review the terms and conditions periodically. Your continued use of the Site following the posting of changes and/or modifications will constitute your acceptance of the revised terms and conditions. For your information, this page was last updated on December 5, 2004.

OWNERSHIP OF INTELLECTUAL PROPERTY

All Site software, design, text, images, photographs, illustrations, audio-clips, video- clips, artwork, graphic material, or other copyrightable elements, and the selection and arrangements thereof, and trademarks, service marks, and trade names (the "Material") are the property of Clever Image, Inc. and/or its subsidiaries, affiliates, assigns, licensors, or other respective owners and are protected, without limitation, pursuant to U.S. and foreign copyright and trademark laws. Clever Image, Inc. hereby grants you a personal, non-exclusive, non-assignable and non-transferable license to use and display, for noncommercial and personal use only, one copy of any material and/or software that you may download from this Site, including, without limitation, any files, codes, audio or images incorporated in or generated by the software provided that you maintain all copyright and other notices contained in such Material. You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, or circulate any Material to any third party (including, without limitation, the display and distribution of the Material via a third party Web site) without the express prior written consent of Clever Image, Inc. Use of Clever Image, Inc’s and/or its licensors' Material is only permitted with express written permission. You further agree that you will not disassemble, decompile, reverse engineer, or otherwise modify the Material. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable international, US and state laws.

MESSAGE BOARDS & OTHER INTERACTIVE WORKS

To the extent that portions of this Site provide users an opportunity to post and/or exchange information, ideas, opinions, photographs, images, video, creative works, or any other material (the "Postings"), please be advised that Postings do not necessarily reflect the views of Clever Image, Inc. In no event shall Clever Image, Inc. assume or have any responsibility or liability for any Postings or for any claims, damages, or losses resulting from their use and/or appearance on this Site.

By submitting a Posting, you authorize Clever Image, Inc. to use, and authorize others to use, such Postings in whole or in part, throughout the universe in any and all media, now known or hereafter devised, alone, or together or as part of other material of any kind or nature. By submitting a Posting, you represent and warrant that you have all necessary rights in and to all Postings you provide and all information they contain and that such Postings shall not infringe any proprietary or other rights of third parties or contain any libelous, tortuous, or otherwise unlawful information. If your Posting incorporates the name, voice, likeness and/or image of any individual, you represent and warrant that you have the right to grant Clever Image, Inc. permission to use such name, voice, likeness and/or image of such individual appearing in the Posting in all media throughout the world in perpetuity.

You hereby authorize Clever Image, Inc. to use, and authorize others to use, your Postings in whole or in part, throughout the universe in perpetuity in any and all media, now known or hereafter devised, alone, or together or as part of other material of any kind or nature. Without limiting the foregoing, Clever Image, Inc. will have the right to use and change the Postings in any manner that Clever Image, Inc. may determine. Additionally, Clever Image, Inc. may sweep its message boards periodically in its sole discretion.

Clever Image, Inc. does not allow, and you agree not to provide, any Postings that contain:

- Private or personal information that might identify a user - Profanity or obscenities - Personal attacks on other individuals - Slanderous, defamatory, obscene, pornographic, - Threatening and harassing comments; and/or - Other information that Clever Image, Inc. deems in its sole discretion to be inappropriate for this Site.

By submitting a Posting, you agree to defend, indemnify and hold Clever Image, Inc., its subsidiaries, affiliates and/or related entities and parties harmless from and against any breach or alleged breach of any of your representations, warranties or undertakings hereunder.

The message boards and other communication boards may be used for noncommercial purposes only. Users may not post any information intended to promote and/or generate revenue for any third party business activity. Although Clever Image, Inc. periodically monitors the content posted on this Site, it cannot be responsible for the views or opinions expressed by third parties. Nonetheless, Clever Image, Inc. will make every effort to ensure that the message boards/communication boards best serve the interests of all users and, therefore, Clever Image, Inc. reserves the right to refuse to post, edit, or delete messages that violate the above-referenced Rules of Participation, as well as revoke the privileges of users who do not comply with such rules. Clever Image.com does not represent or endorse the accuracy or reliability of any advice, opinion, statement, suggestion or other information offered by third parties that is displayed or distributed throughout our website. Users acknowledge that any reliance upon any such advice, opinion, statement, suggestion or information shall be at your sole risk.

CONTESTS, GAMES, SWEEPSTAKES, ELECTRONIC POSTCARDS, AND OTHER ACTIVITIES

Clever Image, Inc. provides Rules of Participation for certain activities on this Site including, without limitation, contests, sweepstakes, and electronic postcards by Clever Image, Inc. and in conjunction with third parties. This Agreement is incorporated by reference to the specific Rules of Participation which appear in connection with information about a particular activity. To the extent that any conflict exists between this Agreement and specific Rules of Participation, the Rules of Participation for the activity in which you choose to participate shall govern.

DISCLAIMER AND LIMITATION OF LIABILITY

THIS SITE AND ALL MATERIALS CONTAINED ON IT ARE DISTRIBUTED AND TRANSMITTED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Clever Image, Inc. is not responsible or liable for any infections or contamination of your system, or delays, inaccuracies, errors, or omissions arising out of your use of this Site or with respect to the information and material contained on this Site. The entire risk as to the quality, accuracy, adequacy, completeness, correctness, and validity of any material rests with you. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Clever Image, INC., ITS AFFILIATES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND THIRD PARTY PROVIDERS TO THE SITE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS CONTAINED ON THIS SITE WHETHER THE MATERIAL IS PROVIDED OR OTHERWISE SUPPLIED BY Clever Image, INC. OR ANY THIRD PARTY. Notwithstanding the foregoing, in no event shall Clever Image, Inc's liability to you for any and all claims, damages, losses, and causes of action (whether in contract, tort or otherwise) exceed the amount paid by you, if any, for accessing this Site.

THIRD PARTY HYPERLINKS

The appearance of external hyperlinks and/or postcards generated by third parties does not constitute endorsement by Clever Image, Inc., its subsidiaries and affiliates of the opinions or views expressed by these third party Web sites and Clever Image, Inc. does not verify, endorse, or take responsibility for the accuracy, currency, completeness, or quality of the content contained at these sites. Furthermore, Clever Image, Inc. is not responsible for the quality or delivery of the products or services offered, accessed, obtained by, or advertised at such sites. As such, neither Clever Image, Inc. nor its subsidiaries and affiliates will be responsible for any errors or omissions or for the results obtained from the use of such information contained in these sites. Finally, Clever Image, Inc. will under no circumstances be liable for any direct, indirect, incidental, or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution, or exploitation of any information or content contained within these third party hyperlinked sites.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless, Clever Image, Inc. , its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of this agreement by you. Clever Image, Inc. reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Clever Image, Inc. in asserting any available defenses.

MISCELLANEOUS

Clever Image, Inc. operates and controls this Site from its offices at 311 Fairview Avenue, Fairview, New Jersey 07022, United States of America. This Site is intended for residents of the United States and Brazil, but may be accessed by residents of other countries, too. No software from this Site may be downloaded, exported or reexported in violation of any law including, without limitation, to countries that are subject to U.S. export restrictions.

This Agreement contains the entire understanding and supersedes all prior understanding of the parties hereto relating to the subject matter hereof, and cannot be changed or terminated orally. If any provision of this Agreement is found to be illegal or unenforceable, the Agreement will be deemed curtailed to the extent necessary to make it legal and enforceable and will remain, as modified, in full force and effect. This Agreement and all matters or issues collateral thereto will be governed by, construed and enforced in accordance with the Laws of the State of New York applicable to contracts executed and performed entirely therein (without regard to any principles of conflict of laws), and jurisdiction for any court action in the State and County of New York.