www.TrafficGeyser.com
Membership Agreement & Terms of Use

The www.TrafficGeyser.com/www.TrafficGeyser.net/TrafficGeyser.org Web site (the "Site") is an online information service provided by Traffic Geyser, LLC, subject to your compliance with the terms and conditions set forth below.

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ORDERING, ACCESSING OR USING THE SITE.

BY ORDERING, ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW AND ARE BECOMING A PARTY TO THIS AGREEMENT.

IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE.

This Membership Agreement ("Agreement") by and between you, the contracting party entered above, ("You") and Traffic Geyser, LLC is effective as of the date you order and join any Traffic Geyser service, including trials.

This Membership Agreement is for business entities which, or individuals who, own or control the rights to audio-visual works (e.g., video or audio content) and the images, music and text included in them, and desire to upload, post, display and distribute such audio-visual content on any third-party Web site accessed by any Traffic Geyser service on behalf of members. The parties agree as follows:

Definitions.

The terms below shall have the following meaning throughout this Agreement:

"Licensed Material" means thelogos, branding, artwork, photographic images, text, URLs and other similar materials that you upload or otherwise deliver to any video hosting service through the Traffic Geyser service in connection with your Member Account(s).

"Licensed Content" means the audio-visual works and video and audio content you upload or otherwise deliver to Traffic Geyser and instruct Traffic Geyser to upload for you in connection with Your Member Account(s).

"Traffic Geyser" means the Web site located at www.trafficgeyser.com, www.trafficgeyser.net and www.trafficgeyser.org, and the services provided on therein.

TRAFFIC GEYSER , LLC MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Membership Plans.
Monthly Membership.
$200 initiation and set-up fee is included in the first month membership and is non-refundable. Regular monthly membership fee is $47 for Silver, $97 for Gold and $147 for Gold-PLUS. Membership includes access to www.trafficgeyser.net and www.trafficgeyser.org and their content, including the video upload service (which varies by membership level—375 monthly submission credits for Silver, 3,500 for Gold and 17,500 for Gold-PLUS), the Slideshow Video Creator, Podcast channel and feed creation, the Members Area and other services. Term is month to month and is automatically renewed unless cancelled.

Annual Membership.
$200 initiation and set-up fee is waived for annual memberships. Regular annual membership fee is $470 for Silver, $970 for Gold and $1470 for Gold-PLUS. Membership includes access to www.trafficgeyser.net and www.trafficgeyser.org and their content, including the video upload service (which varies by membership level—4,500 annual submission credits for Silver, 42,000 for Gold and 210,000 for Gold-PLUS), the Slideshow Video Creator, Podcast channel and feed creation, the Members Area and other services. Term is year to year and is automatically renewed unless cancelled.

Cancellation.
To cancel service, send an email to support@trafficgeyser.com with the subject line "CANCEL MEMBERSHIP." You may terminate service at any time without paying any early termination fee.

Even if you cancel service, you must pay all service and usage charges incurred prior to cancellation.

Members who terminate before the end of their billing cycle (30 days for monthly memberships, 365 days for annual memberships) will be charged for the entire cycle without pro ration. In other words, there are NO PARTIAL CYCLE REFUNDS. Applicable taxes, assessments and other fees and charges are additional.

Traffic Geyser may terminate a member's account for non-payment or for violation of the terms of this Agreement and Conditions of Use and Service.

Rejoining.
It is at Traffic Geyser's sole discretion to allow a member who cancels membership to rejoin.

Promotions, Trial Offers and Special Discounts.
From time to time, we may offer promotional discounts as incentives to join in which case the amount a member pays for the first month may be less than stated above. We may also offer a trial period for a nominal amount.prior to beginning a regular monthly subscription

2. Your Responsibilities. To participate as a member, You must maintain yourmember account (the "Member Account"). You must provide and maintain accurate and complete information in connection with your Member Account. You are solely responsible for the activity that occurs on and through your Member Account, and You must keep your account password secure. Further, You are solely responsible for uploading the Licensed Content to your Member Account on the Traffic Geyser Web site, and for adding appropriate keyword tags and text descriptions about the Licensed Content for distribution to other third party web sites. Further, You are solely responsible for establishing and maintaining necessary accounts with any third-party web site you wish Traffic Geyser to access on your behalf. You must agree separately to those third-party web sites. terms of service/use and abide by them when requesting Traffic Geyser to access said web sites. on your behalf. You must not request Traffic Geyser to access any third-party web site on your behalf if doing so violates your agreement with said web site or its terms of service. Traffic Geyser reserves the right to discontinue any aspect of the Traffic Geyser Web site at any time, and to refuse or expunge any Licensed Content at any time.

3. Ownership of Licensed Content. You represent that You have and will retain throughout the term of this Agreement, all necessary rights, title, interest, licenses and permissions in and to the Licensed Content, including without limitation any copyrights (including in any sound recordings and/or musical works, as well as any text, photographic images or artwork incorporated into the audio-visual works), trademarks, service marks, patents, rights of publicity, and clearances from and/or for featured individuals, branding, and locations.

4. Copyright, Licenses and Idea Submissions. You hereby grant Traffic Geyser a worldwide, non-exclusive, royalty-free, license to distribute the Licensed Content and the Licensed Material in connection with the Traffic Geyser web site and service, to third-party web sites. and services You choose in any media formats and through any media channels. Traffic Geyser may modify the Licensed Content and Licensed Materials solely as necessary to fit the format and file size specifications of the third-party web sites.

The entire contents of Traffic Geyser are protected by international copyright and trademark laws. The owner of the copyrights and trademarks is Traffic Geyser, LLC, its affiliates or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. You agree to grant to Traffic Geyser, LLC a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any comments and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to www.TrafficGeyser.com by all means and in any media now known or hereafter developed. You also grant to Traffic Geyser, LLC the right to use your name in connection with the submitted comments and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against Traffic Geyser, LLC for any alleged or actual infringement or misappropriation of any proprietary right in your communications to www.TrafficGeyser.com.

TRADEMARKS.
Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or service marks of Traffic Geyser, LLC. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

5. Use of the Service.
You understand that, except for information, products or services clearly identified as being supplied by Traffic Geyser, Traffic Geyser, LLC does not operate, control or endorse any information, products or services on the Internet in any way. Except forTraffic Geyser, LLC-identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties, that are not affiliated with Traffic Geyser, LLC.

a. You also understand that Traffic Geyser, LLC can not and do not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

6. Disclaimers. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF TRAFFIC GEYSER AND OF THE INTERNET. INTERNET MARKETING ASSOCIATES, INC. AND KAZZOE, LLC PROVIDE TRAFFIC GEYSER AND RELATED INFORMATION "AS IS" AND DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO TRAFFIC GEYSER, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH TRAFFIC GEYSER OR ON THE INTERNET GENERALLY, AND TRAFFIC GEYSER, LLC SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH TRAFFIC GEYSER OR ON THE INTERNET GENERALLY. TRAFFIC GEYSER, LLC DOES NOT WARRANT THAT TRAFFIC GEYSER WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN TRAFFIC GEYSER WILL BE CORRECTED.

YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. TRAFFIC GEYSER, LLC HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

7. Limitation of Liability. IN NO EVENT SHALLTRAFFIC GEYSER, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR (I) ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF OR INABILITY TO USE TRAFFIC GEYSER, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON TRAFFIC GEYSER, OR DOWNLOADED FROM TRAFFIC GEYSER, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF TRAFFIC GEYSER, LLC OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, TRAFFIC GEYSER, LLC'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

YOU SPECIFICALLY ACKNOWLEDGE THAT TRAFFIC GEYSER,TRAFFIC GEYSER, LLC SHALL NOT BE LIABLE FOR ANY USER SUBMITTED CONTENT TO TRAFFIC GEYSER OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU AND TRAFFIC GEYSER, LLC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Traffic Geyser is controlled and offered by Traffic Geyser, LLC from its facilities in the United States of America. Traffic Geyser, LLC make no representations that Traffic Geyser is appropriate or available for use in other locations. If You access or use Traffic Geyser from other jurisdictions, then You do so at your own volition and You are responsible for compliance with local law.

Traffic Geyser , LLC makes no representations whatsoever about any other Web site which you may access through Traffic Geyser or which may link to Traffic Geyser. When you access a non-Traffic Geyser. Web site, You acknowledge that it is independent from Traffic Geyser, and that Traffic Geyser, LLC have no control over the content on that Web site. In addition, a link to a www.TrafficGeyser.com Web site does not mean that Traffic Geyser, LLC endorse or accept any responsibility for the content, or the use, of such Web site.

8. Your Representations and Warranties.
You represent and warrant that: (a) You have the right, power and authority to enter into this Agreement and fully perform its obligations hereunder; (b) the making of this Agreement does not and will not conflict with any agreement existing between You and any other party; (c) You own or have all necessary licenses, rights, consents, and permissions to use and authorize Traffic Geyser to use all copyrights, trademarks, trade secrets, rights of publicity, patents and other proprietary rights in and to the Licensed Content to enable the use of the Licensed Content in the manner contemplated by this Agreement; (d) You have the written consent, release, and/or permission of each and every identifiable individual person in the Licensed Content to use the name or likeness of each and every such identifiable individual person to enable the use of the Licensed Content in the manner contemplated by this Agreement; (e) the Licensed Content does not contain any unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive material; (f) the Licensed Content and Your Licensed Material will not infringe upon or otherwise violate any intellectual property, privacy, publicity or other right of any third party; and (g) You will be solely responsible for paying any royalties or other amounts that may be come due to artists, record labels, producers, actors, union trust funds, music publishers and all other rights holders from exploitation of the Licensed Content.

9. Indemnification.
You agree to indemnify, defend and hold harmless Traffic Geyser, LLC, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against any and all claims, losses, liabilities, obligations, expenses, damages, debts and costs, (including but not limited to attorney's fees) arising from: (a) Your use of and access to the Traffic Geyser; (b) violation of any term of this Agreement (including negligent or wrongful conduct) by You or any other person accessing the Service; (c) breach of any representation or warranty made by You or failure to perform any obligation assumed by You under this Agreement; (d) violation of any third party right, including without limitation any intellectual property or privacy right, by You; (e) any claim that the Licensed Content caused damage to a third party; or (f) any violation of laws, statutes, rules and/or regulations by You relating to your performance and/or the discharge of your obligations and duties as set forth in this Agreement. This defense and indemnification obligation will survive this Agreement and your use of Traffic Geyser.

10. Third Party Rights.
The provisions of paragraphs 5 (Use of the Service), and 9 (Indemnification) are for the benefit of Traffic Geyser, LLC and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to Traffic Geyser. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against You on its own behalf.

11. Objectionable Materials
Certain videos dealing with pornography, illegal activities of any kind, occult, hate, and racism may not be promoted through the Traffic Geyser system. Traffic Geyser, LLC reserves the rights to make the final decision as to what is appropriate. Violators may be terminated without notice.

12. Term; Termination.
The license granted herein will remain in effect until such time as either party terminates the Agreement, which either party may do at any time by notifying the other party in writing with fourteen (14) days advance notice. Traffic Geyser, LLC has the right to terminate the Agreement immediately without written notice to You if we discover you have violated the terms of the Agreement. The provisions of paragraphs 4 (Copyright, Licenses and Idea Submissions), 5 (Use of the Service), 9 (Indemnification), 10 (Third Party Rights) and 12 (Miscellaneous) shall survive any termination of this Agreement. Traffic Geyser, LLC reserves the right to amend this Agreement at any time without notice.

13. Miscellaneous.
This Agreement shall all be governed and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in United States. You agree that any legal action or proceeding between Traffic Geyser, LLC and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the County of San Diego in the State of California in the United States. Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Traffic Geyser, LLC's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Traffic Geyser, LLC's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Traffic Geyser, LLC may assign its rights and duties under this Agreement to any party at any time without notice to you.

Any rights not expressly granted herein are reserved.

Traffic Geyser, LLC
15721 Bernardo Heights Pkwy. B-454
San Diego, CA 92128