This MissUpload Service Agreement (the "Agreement") describes the terms and conditions on which MissUpload INC (hereinafter "MissUpload", "we" or "our company") offer services ("Service") to you ("Customer", "User" or "You"). By registering for or using MissUpload services, or by accessing or using our websites, you agree to be bound by the following terms and conditions whether or not you are a registered member of MissUpload. We retain the right at our sole discretion to deny access to anyone to our website(s) and the services we offer, at any time and for any reason, including, but not limited to, for violation of this Agreement. PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

1. Eligibility for MissUpload Services.

Our Services are available only to individuals and business entities (including but not limited to sole proprietorships) in good legal standing that can form legally binding contracts and are entitled to subscribe to and access our services under applicable law. We have a list of jurisdictions that we currently do not serve below. Customer hereby represents and warrants that it is duly licensed to do business and is in good legal standing in the jurisdictions in which it does business (during the term of this Agreement) that it is not a competitor of MissUpload, and that the person agreeing to this Agreement for Customer is at least eighteen years of age and otherwise capable of and authorized to enter binding contracts for Customer.

Jurisdictions not served by MissUpload: Republic of Panama, Iran and North Korea

2. MissUpload Services

Subject to the terms and conditions of this Agreement, MissUpload makes certain Services available to Customer. For the purposes of this Agreement: (a) "Customer" (or "you") means the individual or business entity that is using or registering to use the Services, including its employees and agents; (b) MissUpload "Services" means those electronic or interactive services offered by MissUpload. MissUpload reserves the right to change or discontinue any of the Services at any time.

3. Ownership

You acknowledge that all materials (except those uploaded by users) provided on our websites, including but not limited to information, documents, products, logos, graphics, sounds, GUI, software, and services (collectively "Materials"), are provided either by or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights are owned by MissUpload and/or its Third Party Providers. Elements of our websites are protected by trade dress and other laws and may not be copied or imitated in whole or in part. MissUpload, the MissUpload logo and other MissUpload products referenced herein are trademarks of MissUpload, and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owners.

4. Customer Information

Customer represents and warrants that the information it provides in MissUpload contact information forms is true, accurate, current and complete. Customer agrees to maintain and update this information to ensure that it is true, accurate, current and complete. If, at any time, any information provided by Customer is untrue, inaccurate, not current or incomplete, MissUpload will have the right to suspend, restrict or terminate Customer's account and this Agreement.

5. Customer Account

5.1 Authorized Users
Customer may designate persons to act as its agents to use the Services, provided that each designated person has the legal capacity to enter into binding contracts for Customer. Furthermore, Customer represents and warrants that each person who registers under Customer's account is an authorized agent of Customer (an "Authorized User") who has such legal capacity.

5.2 Responsibility for Access
Customer is solely responsible and liable for any and all access to and use of the Services (including all activities and transactions) by any Authorized User and/or User ID registered under Customer's account, unless such access to or use of the Services is the direct result solely of the gross negligence of MissUpload. It is Customer's responsibility, through its systems administrator Authorized User, to set the appropriate access for each of Customer's Authorized Users.

5.3 Responsibility for User IDs and Passwords
Customer is solely responsible for maintaining the confidentiality of Customer access information, i.e. account ID's and passwords of its Authorized Users, and are responsible for all activities that occur under your account.

5.4 Notification of Unauthorized Use
Customer will immediately notify MissUpload if Customer notices any activity indicating that Customer's account or data is being used without authorization, including: (a) Customer has received confirmation of an order or orders placed using Customer's account which Customer did not place or any similar conflicting report; or (b) Customer becomes aware of any unauthorized use of any product or service related to its account(s).

6. Customer Data

Customer has sole responsibility and liability for the data its stores on MissUpload's servers. Customer controls its data through its generated link. MissUpload encourages Customer to archive its data regularly and frequently; Customer bears full responsibility for archiving its data and sole liability for any lost or irrecoverable data. Customer agrees to maintain its data in compliance with its legal obligations. MissUpload will delete Customer data upon termination of this Agreement. However, MissUpload may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.

6.1 Special Circumstances
MissUpload will provide access to the Services and Customer's data to an agent of Customer ("Authorized Agent") who provides MissUpload with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by MissUpload in its sole discretion. Customer expressly and irrevocably agrees that MissUpload may rely on such a letter and on the apparent authority of the person requesting access to the Services or to Customer's account. In no event will MissUpload be liable to Customer or any third party for MissUpload's reliance on such letter or such apparent authority.

7. Acceptable Use Policy

Customer agrees to MissUpload's Acceptable Use Policy located at: http://www.MissUpload.com/aup.html

8. Privacy Policy

Customer agrees to MissUpload's Privacy Policy located at: http://www.MissUpload.com/privacy.html

9. Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. MissUpload'S SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MissUpload, ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ASSOCIATES TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. MissUpload, ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND SHAREHOLDERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF OUR SERVICES, SOFTWARE, OR CONTENT; (b) MissUpload MAKES NO WARRANTY AND ASSUMES NO LIABILITY OR RESPONSIBILITY (I) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (V) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; (VI) FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (VII) FOR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (VIII) FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IX) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (X) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR WEBSITES; (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS; and (e) MissUpload SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF MissUpload, ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND SHAREHOLDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnity

You agree to defend, indemnify, and hold harmless MissUpload, its affiliates, and / or their respective suppliers, officers, directors, employees and agents, from and against any claims, actions or demands, recoveries, losses, damages, fines, penalties, including without limitation reasonable legal fees, alleging or resulting from your use the Service, or your violation of the rights of a third party or your breach of this Agreement or other MissUpload policies, terms and conditions.

11. Limitation of Liability

Your use of MissUpload is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Service. You expressly understand and agree that MissUpload shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the service; or (e) any other matter relating to the Service.

12. Modifications to Agreements, Policies or to our Services

We reserve the right to change this Agreement at any time without notice. We also reserve the right at any time to modify or discontinue the Service, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service. You acknowledge that we may establish general practices and limits concerning use of the Service, including the maximum disk space that will be allotted on MissUpload's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. Further, you acknowledge that MissUpload may change subscription fees at any time without notice. Changes in subscription fees will take effect on expiration of any existing Customer subscription.

13. Termination

13.1 Without limiting other remedies, MissUpload may immediately issue a warning, suspend (i.e., lock out access and operation of Services for Customer) or restrict either temporarily or indefinitely, or terminate Customer's account and refuse to provide Services to Customer if: (a) MissUpload believes that Customer have violated or acted inconsistently with this Agreement, or any of our policies; or (b) Customer have failed to pay fees or other payments due to MissUpload; or (c) MissUpload is unable to verify or authenticate any information Customer provides to MissUpload; or (d) MissUpload believes that Customer's actions may cause legal liability for Customer, MissUpload's other clients, or MissUpload. MissUpload may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these terms and conditions may be effected without prior notice, and acknowledge and agree that MissUpload may immediately deactivate, archive or delete your account and all related information and data and/or any further access to such data or the Service. Further, you agree that MissUpload shall not be liable to you or any third-party for any termination of your access to the Service. Upon termination of this Agreement by either Customer or MissUpload, all of Customer rights under this Agreement, and MissUpload's provision of Services, will terminate immediately.

13.2 The Sections 6 ("Customer Data"), 9 ("Disclaimer"), 10 ("Indemnity"), 11 ("Limitation Of Liability") and this Section 13 will survive any termination of this Agreement.

14. Third Party Websites and Information

Our website(s) may provide hyperlinks to third party websites or access to third party content. MissUpload does not control, endorse, guarantee, or assume responsibility for any content, product or service found in such third party websites through our websites or any hyperlinked website or featured in any banner or other advertising. You agree that MissUpload is not responsible for any content, associated links, resources, or services associated with a third party website and MissUpload will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. You further agree that MissUpload shall not be liable for any loss or damage of any sort associated with your use of third party content. Links and access to these third party websites are provided for your convenience only.

15. Arbitration

YOU AND MissUpload AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, OR UPON REQUEST BY MissUpload FOR RESOLUTION AT ANY OTHER FORUM AT MissUpload'S SOLE DISCRETION, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user policy or conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought. Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to our websites the Site and/or the Service (including your visit to or use of our websites and/or the Service) be instituted more than three (3) years after the cause of action arose.

16. Miscellaneous

These terms and conditions will be governed by and construed in accordance with the laws of the Republic of Panama, excluding that body of law governing conflict of laws. Any legal action or proceeding not subject to arbitration, relating to or arising out of these Terms or your use of our websites will be brought in a court in the Republic of Panama, and you submit to the venue and personal jurisdiction of such court and waive all defenses of lack of personal jurisdiction and forum non convenient with respect to, venue and jurisdiction in federal or state court in The Republic of Panama. If any provision of these Terms is held to be invalid or unenforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. MissUpload's failure to act with respect to a breach by Customer or others does not waive MissUpload's right to act with respect to subsequent or similar breaches. No action by Customer arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.

17.1 Relationship

Customer and MissUpload are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

17.2 Assignment
Customer may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void. MissUpload may assign any of its rights or obligations without notice and/or restriction.

17.3 Force Majure
Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond MissUpload's control.

17.4 Interpretation
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

17.5 MissUpload Confidential Information
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. You represent and warrant to MissUpload that (a) you are not a competitor of MissUpload, (b) you shall keep publicly unannounced information and materials pertaining to MissUpload, pre-release software, testing or testing procedures strictly confidential and (c) you shall not use any information gained from access to the MissUpload websites or use of the MissUpload Services to compete with MissUpload in its business.

17.6 Exceptions
Except for other agreements or terms appearing on our websites, this Agreement set forth the entire understanding and agreement between us with respect to the subject matter hereof.