A. TERMS AND CONDITIONS OF SERVICE PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE (the "TOS") BEFORE USING WWW. OXYGENAFFILIATES.COM ( "SITE"). By clicking on the "I Accept" box at the end of the TOS, you ("You" or "your") signify YOUR ACCEPTANCE OF THE TOS. Oxygen reserves the right to amend, remove, or add to the TOS at any time. Such modifications shall be effective immediately upon the posting to this Site. Accordingly, please continue to review the TOS whenever accessing or using this Site. Your use of this Site, or any content or service on this Site, after the posting of modifications to the TOS will constitute YOUR ACCEPTANCE OF THE TOS, as modified. If, at any time, you do not wish to accept the TOS, you may not use this Site. Any terms and conditions proposed by you which are in addition to or which conflict with the TOS are expressly rejected by Oxygen and shall be of no force or effect. 1. General Purpose of this Site. Oxygen has established this Site to provide marketing and promotional information to U.S. cable and satellite distributors of Oxygen television programming (“Distributors”)Oxygen may also notify you about marketing and promotional opportunities for Distributors via the e-mail address you provide during the registration process. 2. Site Participation. You represent that you (a) are a current Distributor employee, agent or contractor with the responsibility of marketing or promoting Oxygen programming; (b) have read and agree to be bound by the TOS; and (c) have completed this Site's registration process. Members of the general public, including children, and employees, agents, or contractors of Distributors who do not need to know about or access Oxygen marketing and promotional information may not use this Site. Oxygen reserves the right to confirm the above prior to granting you access to this Site. Upon the expiration or earlier termination of the responsibilities described in (a) of this paragraph, your right to access this Site will immediately terminate. 3. Intellectual Property. This Site, including but not limited to text, content, photographs, video, audio and graphics (the "Service"), is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. The materials in the Service are owned either by Oxygen or by third parties pursuant to a license or some other form of agreement between the third party and Oxygen All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the "Intellectual Property Rights") shall, as between you and Oxygen, at all times be and remain the sole and exclusive property of Oxygen. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to Oxygen for its exclusive use. You agree to notify Oxygen in writing promptly upon becoming aware of any unauthorized access or use of the Service by any party or of any claim that the Service infringes upon any copyright, trademark or other contractual, statutory or common law rights. 4. No Additional License. Any material in the Service may be used by you or other authorized persons of a Distributor solely in accordance with the terms of any carriage affiliation or marketing agreement between Distributor and Oxygen. These TOS grant you or Distributor absolutely no additional rights to exhibit, transfer, distribute, edit or otherwise use any material in the Service or any of the Intellectual Property Rights. All use must be in accordance with any written guidelines posted on the Service (including any Style Guide). 5. Fees and Payments. Oxygen reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. If at any time Oxygen requires a fee for portions of the Service or the Service as a whole, Oxygen will require you to register and create an account. In no event will you be charged for access to portions of the Service or to the Service unlessOxygen obtains your prior agreement to pay such charges. 6. Registration. As part of the registration process necessary to obtain access to the Service, you will select a username and a password. You will provide Oxygen with certain registration information, all of which must be accurate, truthful, and updated. Oxygen reserves the right to deny creation of your registration based on Oxygen's inability to verify the authenticity of your registration information. You shall be solely responsible for maintaining the confidentiality of your username and password. You shall immediately notify Oxygen by submitting E-MAIL TO [LIST EMAIL ADDRESS?] of any known or suspected unauthorized use(s) of your username and password, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password. You are fully responsible for all usage or activity associated with your username and password, including but not limited to use by an unauthorized user. You shall not share or transfer your username or password. Oxygen reserves the right to terminate your username and password, in its sole discretion, at any time without notice. 7. Disclaimers. You agree that your use of the Service is at your sole risk and acknowledge that the Service and anything contained within the Service, are provided "AS IS" and "AS AVAILABLE," and that Oxygen makes no warranty of any kind, express or implied, as to the Service, including, but not limited to, merchantability, non-infringement, title or fitness for a particular purpose or use. Oxygen does not warrant that the Service is compatible with your equipment or that the Service is free of errors or viruses, worms or "Trojan horses," or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. 8. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL OXYGEN, ITS AFFILIATES, SUPPLIERS AND THIRD-PARTY AGENTS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF OXYGEN HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TOS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. YOU AGREE THAT OXYGEN SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR: (I) ANY INJURY OR DAMAGES, WHETHER CAUSED BY THE NEGLIGENCE OF OXYGEN, ITS EMPLOYEES, SUBCONTRACTORS, AGENTS, SUPPLIERS OR OTHERWISE ARISING IN CONNECTION WITH THE SERVICE; OR (II) ANY FAULT, INACCURACY, OMISSION, DELAY, OR ANY OTHER FAILURE IN THE SERVICE. OXYGEN IS ALSO NOT RESPONSIBLE FOR THE RELIABILITY OR CONTINUED AVAILABILITY OF THE TELEPHONE LINES, WIRELESS SERVICES, COMMUNICATIONS MEDIA AND EQUIPMENT YOU USE TO ACCESS THE SERVICE. YOU ARE RESPONSIBLE FOR OBTAINING ALL COMPUTER AND OTHER EQUIPMENT NECESSARY TO ACCESS THE SERVICE AND PARTICIPATE IN SERVICE ACTIVITIES. OXYGEN MAY RESTRICT ACCESS TO THE SERVICE AT OXYGEN'S SOLE DISCRETION AND WITHOUT ANY PRIOR NOTIFICATION OR LIABILITY. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages. In no event shall Oxygen's total liability to you for all damages, losses and causes of action (whether in contract or tort, including but not limited to, negligence) exceed the amount paid by you, if any, for accessing this Site. 9. Representations and Warranties. You represent, warrant and covenant that: (a) you have the power and authority to enter into this agreement; (b) you are at least eighteen (18) years old; (c) you shall not use any rights granted hereunder for any unlawful purpose; and (d) you shall use the Service only as set forth in the TOS. 10. Governing Law. The TOS shall be governed and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TOS. 11. Miscellaneous. You accept that Oxygen has the right to change the content or technical specifications of any aspect of the Service at any time at Oxygen's sole discretion. You further accept that such changes may result in your being unable to access the Service. The failure of Oxygen to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. You shall not assign your rights and obligations under the TOS without Oxygen's prior written consent. Nothing contained in the TOS shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. 12. Severability. If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOS shall remain in force. 13. Entire Agreement. The TOS and any other terms and conditions of service on www.OxygenAffiliates.com, and any successor site, constitute the entire agreement between you and Oxygen regarding your use of the Service. The TOS and any other terms and conditions of service on www.OxygenAffiliates.com, and any successor site, are in addition to, and do not replace, the terms of any other agreement between Distributor, on the one hand, and Oxygen and its affiliates, on the other hand, including any carriage affiliation or marketing agreements.