EFFECTIVE DATE: September 1, 2005

Welcome to Joodie! website ( the “Site”). When using the site or any page or service related to the site, you agree to the terms and conditions set forth herein (the “Terms of Service). If you do not agree to these Terms of Service, you are not authorized either to use any of the Joodie! services.

General Terms of Service

You are permitted to use The Joodie! Services for personal, non-commercial purposes only.

By using the Joodie! servics you agree to be legally bound and to abide by the Terms of Service, just as if you had signed this Agreement. If you do not comply with these Terms of Service at any time, we reserve the right to terminate your access to all or any aspect of the Joodie! Service. We may discontinue or alter all or any aspect of the Joodie! service, including, but not limited to: (i) restricting the time the Joodie! Service is available; (ii) restricting the amount of use permitted; and (iii) restricting or terminating any user's right to use the Joodie! Service, at our sole discretion and without prior notice or liability. You are responsible for all charges associated with connecting to or otherwise accessing the Joodie! Service. You are also responsible for obtaining or providing all access lines, telephone and computer equipment (including modem), or other device, necessary to access or use any aspect of the Joodie! Service.

In order to permit us to protect the quality of our products and services, you hereby consent to our employees and agents being able to access your account and information on a case by case basis to investigate complaints or other allegations or abuse, including suspected violations of these Terms of Service. We reserve the right to disclose the existence, occurrence or results of such an investigation except to the extent such disclosure is prohibited by law.

Please note that use of the Joodie! Service, including but not limited to use of the Site bulletin boards, by individuals under the age of 13 is prohibited, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the service under the laws of the United States or other applicable jurisdiction.

Content and Materials:

You acknowledge that the Joodie! Service contains information, software, photos, video, text, graphics, music, sounds or other material (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights. All Content is copyrighted as a collective work under the U.S. copyright laws, and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. The "Joodie!" name and logo are trademarks of Joodie! company. All other trademarks appearing on the Joodie! Service are trademarks of their respective owners. Joodie!'s partners may also have additional proprietary rights in the content that they make available through the Joodie! service. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Content, in whole or in part, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose, including use of any such material on any other web site or networked computer environment is strictly prohibited.

Site Privacy Policy:

The Site's Privacy Policy describes how we treat any personally identifiable information that you provide to us when you use the Joodie! Service. You can review the Privacy Policy by clicking here.

Code of Conduct:

The following mandatory Code of Conduct applies to your use of the Joodie! Service, online bulletin boards.

You agree not to use the Joodie! Service to do any of the following:

•     harm minors in any way;

•     upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

•     impersonate any person or entity, including, but not limited to, Joodie! personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity, or express or imply that any statements you make are endorsed by us, absent our prior written consent;

•     forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

•     upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

•     upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

•     upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;

•     upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or to surreptitiously monitor the recipient's computer use or online activities without such recipient's consent;

•     "frame" or "mirror" any part of the Joodie! Service without our prior written authorization;

•     interfere with or disrupt the Joodie! Service or servers or networks connected to the Joodie! Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Joodie! Service;

•     intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

•     use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure of presentation of the Joodie! Service or its contents;

•     "stalk" or otherwise harass another member or user of the Joodie! Service; or harvest, collect or store personal data about other users or members; or

•     engage in illegal, fraudulent or misleading activities.

You acknowledge that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Content originated. This means that you are entirely responsible for all Content that you post, email or otherwise transmit via the Joodie! Service. Joodie! does not control all of the Content posted, emailed or transmitted via the Joodie! Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that, by using the Joodie! Service, you may be exposed to Content that is inaccurate, false, offensive, indecent or objectionable. Under no circumstances will either Joodie! be liable in any way for any Content, including, but not limited to, 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 or otherwise transmitted via the Joodie! Service.

Further, we reserve the right to prohibit the distribution or publication of any material on or in connection with the Joodie! Service for any or no reason, in our sole discretion, including but not limited to any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services that has not been approved by Joodie! in writing in advance of distribution.

All communications posted on the Site, including bulletin board communications, are public and not private communications. Although Joodie! reserves the right to remove without notice any posting for any reason, we have no obligation to delete content that you may find objectionable or offensive. By uploading materials to any bulletin board or submitting any materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us and our designees a perpetual, royalty-free, irrevocable, sublicenseable, transferable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called "moral rights" in those materials have been waived. You represent and warrant that any materials that you upload to any bulletin board or submit to the Joodie! Service are truthful and accurate.

We reserve the right (but do not have an obligation) to monitor the Joodie! Service for adherence to these or other rules that may be published by us from time to time. We may revoke your registration privileges and/or take any other appropriate measures to enforce these rules upon learning of violations or suspected violations. Further, Joodie!, in its sole discretion, may terminate your Joodie! membership or restrict or block your ability to access all or any portion of the Joodie! Service for any or no reason.

Submissions:

If at our request you send content (e.g., postings to chat, boards, or contests) or you send us creative suggestions, ideas, notes, drawings, or other information (collectively, the "Submissions"), such Submissions shall be deemed, and shall remain, the property of Joodie!. None of the Submissions shall be subject to any obligation of confidence or attribution on the part of Joodie!, and Joodie! shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, you hereby grant to us and our designees a perpetual, royalty-free, irrevocable, sublicenseable, exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute such Submissions (or any portion thereof) or incorporate such Submissions into any form, medium, or technology now known or later developed throughout the universe. In addition, you warrant that such Submissions shall be your original work, that you have the right to grant the license set forth herein and that all so-called "moral rights" in such materials have been waived.

Links and Search Results:

The Joodie! Service may provide, or third parties may provide, search results or other links to other World Wide Web sites or resources. Because Joodie! has no control over such sites and resources, you acknowledge and agree that Joodie! is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Joodie! shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Disclaimers

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF REPRESENTATION AND WARRANTIES:

THE JOODIE! SERVICE IS PROVIDED 'AS IS' AND YOU USE IT AT YOUR SOLE RISK. JOODIE! AND ITS AFFILIATES AND SUBSIDIARY COMPANIES, AND ITS RESPECTIVE SUPPLIERS, ADVERTISERS AND PARTNERS, EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

WITHOUT LIMITATION, JOODIE! MAKES NO WARRANTY THAT THE JOODIE! SERVICE WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE JOODIE! SERVICE WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE JOODIE! SERVICE WILL MEET YOUR EXPECTATIONS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE JOODIE! SERVICE IS DONE AT YOUR SOLE RISK AND 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.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM JOODIE! PERSONNEL OR THROUGH THE JOODIE! SERVICE SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF SERVICE.

Disclaimer Regarding 3rd Party Sites

Joodie! make no guarantees as to the sites and information located worldwide throughout the Internet which you may access as a result of the use of the Joodie! Service, including as to: (i) the accuracy, currency, content, or quality of any such sites and information, or (ii) whether any search using the Joodie! Service may locate unintended and objectionable content.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.

Limitation of Liability YOU EXPRESSLY UNDERSTAND AND AGREE THAT JOODIE! SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF JOODIE! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE JOODIE! SERVICE (INCLUDING ANY ASPECT THEREOF); (ii) 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 JOODIE! SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE JOODIE! SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE JOODIE! SERVICE. IN NO EVENT SHALL JOODIE!'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO JOODIE!, IF ANY, FOR ACCESSING THE JOODIE! SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF, OR RELATING TO, YOUR USE OF THE JOODIE! SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, OR FOREVER BE BARRED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification:

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS JOODIE! AND AFFILIATES AND SUBSIDIARY COMPANIES, SUPPLIERS, ADVERTISERS AND PARTNERS, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS, FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES) ARISING FROM YOUR USE OF THE JOODIE! SERVICE, YOUR VIOLATION OF THE TERMS OF SERVICE OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.

Governing Law and Other Miscellaneous Terms:

Unless expressly stated to the contrary elsewhere, all legal issues arising from or related to the use of the Joodie! Service shall construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the state of California applicable to contracts entered into and wholly to be performed within such state. Any controversy or claim arising out of or relating to these Terms of Service or your use of the Joodie! Service shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or JAMS. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California and judgment on the arbitration award may be entered into in any state or federal court in California having subject matter jurisdiction thereof. Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in San Francisco, California having subject matter jurisdiction thereof. You hereby waive any personal jurisdiction, venue and inconvenient forum objections to such state or federal court in San Francisco, California. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between you and us relating to the subject matter herein and shall not be modified by you except in writing, signed by the parties. The Terms of Service will inure to the benefit of our successors, assigns and licensees.

Please contact Joodie!'s Copyright Agent for Notice of claims of copyright infringement as follows:

copyright@joodie-inc.com

Notice for California Users:

Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.