1. VISITOR'S AGREEMENT AND RULES OF CONDUCT FOR THE OnDemandCritic.com WEB SITE

Use and participation in On Demand Critic's Web site is contingent upon your acceptance of the following terms and rules. By using our Web site, you accept these terms. In addition, your continued use of our Web sites after a change has been made to the policies of our Web site implies your assent to those changes. On Demand Critic chooses its links to other Web sites carefully. However, On Demand Critic is not responsible for the content or privacy practices of Web sites operated by third parties that are linked to or from On Demand Critic's Web site. These links are meant for the visitor's convenience only. Links to third party Web sites do not constitute sponsorship, endorsement, or approval by On Demand Critic of any content, policies or practices of such sites. Once you have left On Demand Critic's Web site via such a link, you should check the applicable terms of use and privacy policy of the third party site. On Demand Critic's Web site may also be linked to or from Web sites operated by companies affiliated with On Demand Critic. Visitors to those sites should refer to their separate terms of use, privacy policies and practices.

2. RULES OF CONDUCT

On Demand Critic is not responsible for any material posted on our message boards, reviews system or other forums.

a. You shall not post or transmit through On Demand Critic's Web sites any defamatory, threatening, obscene, harmful, pornographic or other material which would violate or infringe in any way upon the rights of others, or which would give rise to criminal or civil liability and/or violate federal or local law or regulation. On Demand Critic will fully cooperate with any law enforcement authorities or court order requesting or directing On Demand Critic to disclose the identity of anyone posting any such emails or materials. Further, you shall not post or transmit through On Demand Critic any material which advertises or otherwise solicits funds or is a solicitation for goods or services.

b. You shall not upload, post, or otherwise make available on On Demand Critic Web sites any material protected by copyright, trademark or other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary interest.

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d. By posting messages, uploading files, inputting data, or engaging in any other form of communication through On Demand Critic's Web sites, you hereby waive any and all rights to any stories, ideas, drawings, opinions, and other creative "materials" posted to On Demand Critic's web sites. You authorize On Demand Critic to utilize, royalty-free, in any manner it sees fit and for eternity, the materials posted on the site, which shall become the property of On Demand Critic and shall include the right to exploit any proprietary rights in such communication, including, but not limited to, rights under copyright, trademark, service mark, or patent laws under any relevant jurisdiction. You release On Demand Critic from any and all claims or liability (now known or hereafter arising) in connection therewith, and you agree to indemnify On Demand Critic in connection therewith pursuant to the terms of Paragraph 3 below. You agree and acknowledge that your participation in On Demand Critic's Web sites shall not give rise to any confidential, fiduciary, implied-in-fact, implied-in- law, contractual or other special relationship between you and On Demand Critic (other than the contractual relationship entered into between you and On Demand Critic by virtue of your agreement to the Terms and Conditions of Use).

3. VISITOR'S INDEMNIFICATION / OBLIGATIONS

a. In consideration for your use of and access to On Demand Critic Web site, you agree that in no event will On Demand Critic, its affiliated or related entities, its content providers or any other party involved in creating, producing or delivering this Web site or any site linked to or from this Web site, be responsible or liable to you or entity in any manner whatsoever (including, but not limited to, persons who may use or rely on such data or materials or to whom such data and materials are furnished) for any loss, damage (whether actual, consequential or punitive), injury, claim, liability, or other cause of any kind or character whatsoever based upon or resulting from any information provided in On Demand Critic's web site, or arising from any decision made or action or non-action taken by you or any other person in reliance upon the information provided through On Demand Critic Web sites, even if you advise On Demand Critic of the possibility of any claims or damages.

b. You, as a visitor and/or user of On Demand Critic's Web site, agree to defend, indemnify, and hold harmless On Demand Critic, its parents, subsidiaries, and affiliated companies and their respective directors, officers, employees, and agents from and against all claims, losses, costs, and expenses (including attorneys' fees) arising out of your use of the On Demand Critic Web site, or arising out of any violation of laws or these Rules of Conduct committed by you, including, without limitation, any communication by you which is claimed to be defamatory, obscene or otherwise unlawful, or which is claimed to violate the copyright, trademark, proprietary or other rights of third parties, or which constitutes a submission of materials.

4. TERMINATION

On Demand Critic shall have the right to immediately terminate your use of the On Demand Critic Web site if On Demand Critic determines, in its sole discretion, that you have violated the Rules of Conduct set forth above in Paragraph 2 or otherwise breached this agreement, or have engaged in conduct which On Demand Critic determines, in its sole discretion, to be unacceptable. While On Demand Critic recognizes that its message boards and review system may be regarded as a public forum, it is not applicable under the First Amendment as a venue of free speech. On Demand Critic reserves the right to remove any postings to our message boards at our sole discretion.