Profitwala Terms of Use Agreement September 21st, 2009 Profitwala is a networking service that allows members to create personal profiles online in order to find and communicate with other Members. The services offered by Profitwala ("Profitwala.com" collectively, "us", "we" or "the Company") include the Profitwala.com website (the "Profitwala Website"), the Profitwala and any other features, content, or applications offered from time to time by Profitwala in connection with the Profitwala website (collectively, the "Profitwala Services"). The Profitwala Services are hosted in the U.S. Terms of Use Agreement ("Agreement") The following terms sets forth the binding terms for your use of the Profitwala Services. By use of the Profitwala Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Profitwala Website) or you are a "Member" (which means that you have registered with Profitwala.com). The term "User" refers to a Visitor or a Member. You are only authorized to use the Profitwala Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully. If you do not agree, you should leave the Profitwala Website and discontinue use of the Profitwala Services immediately. If you wish to become a Member, communicate with other Members and make use of the Profitwala Services. During the Registration process you will requested to abide by the terms of this Agreement. This Agreement includes Profitwala's policy for acceptable use of the Profitwala Services and Content posted on the Profitwala Website, your rights, obligations and restrictions regarding your use of the Profitwala Services and Profitwala's Privacy Policy. In order to participate in certain Profitwala Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Profitwala Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. Please provide the correct information that you post on the Profitwala.com website and other Users. Your Profitwala profile may not include the following items: street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other Profitwala members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Profitwala assumes no responsibility or liability for this material. If you become aware of misuse of the Profitwala Services by any person, please contact Profitwala at the report a User page.Profitwala may modify this Agreement at all times and said modification(s) shall be effective upon posting by Profitwala on its Website. You agree to be bound to any changes to this Agreement when you use the Profitwala Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. Profitwala reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Profitwala Services at any time, for any or no reason, with or without prior notice, and without liability. Profitwala expressly reserves the right to remove your profile and/or restrict, suspend, or terminate your access to any part of Profitwala Services if Profitwala determines, in its sole discretion, that you pose a threat to Profitwala and/or its Users.

1. Eligibility:Use of and Membership in the Profitwala Services is void where prohibited. By using the Profitwala Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (d) your use of the Profitwala Services does not violate any applicable laws or regulations. Your profile may be deleted and your Membership may be terminated without warning.  
2. Terms:This Agreement shall remain in full force and effect while you use the Profitwala Services or are a member. You may terminate your membership at any time, for any reason, by following the instructions on the member's My Account settings page. Profitwala may terminate your membership at any time, without warning. Even after membership is terminated, this Agreement will remain in effect.
3. Password:When you sign up to become a member, you will also be asked to choose a password. (a) You are entirely responsible for maintaining the confidentiality of your password. (b) You agree not to use the account, username, or password of another member at any time or to disclose your password to any third party. (c) You agree to notify Profitwala immediately if you suspect any unauthorized use of your account or access to your password. (d) You are solely responsible for any and all use of your account.  
4. Personal Use by members:The Profitwala Services are for the personal use of Members only and may not be used in connection with any commercial business except those that are specifically endorsed or approved by Profitwala. Illegal and/or unauthorized use of the Profitwala Services, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Profitwala website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from member profiles without notice and may result in termination of membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Profitwala Services.
5. Proprietary Rights in Content on Profitwala: (a) Profitwala does not claim any ownership rights in the content supplied by Members, including but not limited to text, files, images, photos, video, sounds, musical works, works of authorship or any other materials that you post to the Profitwala website. After posting your content to the Profitwala Services, you continue to retain all ownership rights in such content, and you continue to have the right to use your content in any way you choose. By displaying or publishing ("posting") any content on or through the Profitwala Services, you hereby grant to Profitwala a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such content solely on and through the Profitwala Services. (b) Without this license, Profitwala would be unable to provide the Profitwala Services. For example, without the right to modify member content, Profitwala would not be able to digitally compress files that Members submit or otherwise format content to satisfy technical requirements, and without the right to publicly perform member content, Profitwala could not allow Users to watch to video posted by the administrator. The license you grant to Profitwala is non-exclusive (meaning you are free to license your content to anyone else in addition to Profitwala), fully-paid and royalty-free (meaning that Profitwala is not required to pay you for the use on the Profitwala Services of the Content that you post), sub-licensable (so that Profitwala is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Profitwala Services), and worldwide (because the Internet and the Profitwala Services are global in reach). This license will terminate at the time you remove your content from the Profitwala Services. The license does not grant Profitwala the right to sell your content, nor does the license grant Profitwala the right to distribute your content outside of the Profitwala Services. (c) You represent and warrant that: (I.) you own the content posted by you on or through the Profitwala Services or otherwise have the right to grant the license set forth in this section; (II.) the posting of your content on or through the Profitwala Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Profitwala Services.(d) The Profitwala Services contain content of Profitwala ("Profitwala Content"). Profitwala content is protected by copyright, trademark, patent, trade secret and other laws, and Profitwala owns and retains all rights in the Profitwala content and the Profitwala Services. Profitwala hereby grants you a limited and revocable, quasi license to reproduce and display the Profitwala content (excluding any software code and logo) solely for your personal use in connection with viewing the Profitwala website and using the Profitwala Services. (e) The Profitwala Services contain content of Users and other Profitwala licensors. Except for content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Profitwala Services.    
6. Content: (a) Profitwala may delete any content that in the sole judgment of Profitwala violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Profitwala assumes no responsibility for monitoring the Profitwala Services for inappropriate content or conduct. If at any time Profitwala chooses, in its sole discretion, to monitor the Profitwala Services, Profitwala nonetheless assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content. (b) You are solely responsible for the content that you post on or through any of the Profitwala Services, and any material or information that you transmit to other members and for your interactions with other Users. Profitwala does not endorse and has no control over the content. Content is not necessarily reviewed by Profitwala prior to posting and does not necessarily reflect the opinions or policies of Profitwala. Profitwala makes no warranties, express or implied, as to the content or to the accuracy and reliability of the content or any material or information that you transmit to other members.  
7. Activity and Content Prohibited:The following is a brief summary of the kind of content that is illegal or prohibited to post on or through the Profitwala Services. Profitwala reserves the right to investigate and take appropriate legal action against anyone who, in Profitwala's sole discretion, violates this provision, including without limitation, removing the offending communication from the Profitwala Services and terminating the membership of such violators. Prohibited content includes, but is not limited to content that, in the sole discretion of Profitwala: (a) Is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) Harasses or advocates harassment of another person; (c) Exploits people in a sexual or violent manner; (d) Contains nudity, violence, or offensive subject matter or contains a link to an adult website; (f) Provides any telephone numbers, street addresses, last names, URLs or email addresses; (g) Promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (h) Promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (i) Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; (j) Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); (k) Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (l) Solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; (m) Involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (n) Includes a photograph of another person that you have posted without that person's consent; or (o) For band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile. The following is a partial list of the types of activity that is illegal or prohibited on the Profitwala website and through your use of the Profitwala Services. Profitwala reserves the right to investigate and take appropriate action legal or otherwise against those who, in Profitwala's sole discretion, violates this provision, including without limitation, reporting you to the applicable law enforcement agencies. Unacceptable activity includes, and not limited to the following: (A) Criminal or intolerable activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; (B) Soliciting or Advertising of or to any Member to purchase or sell any products or services through Profitwala Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Profitwala Services in order to contact, advertise to, solicit, or sell to any member without their prior explicit consent. If a member breaches this Agreement and sends unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Profitwala Services, you acknowledge that you will have caused substantial harm to Profitwala, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Profitwala $100,000 for each such unsolicited email or other unsolicited communication you send through the Profitwala Services; (a) Covering or obscuring the banner advertisements on your personal profile page, or any Profitwala page via HTML/CSS or any other means; (b) Any automated use of the system, such as using scripts to add friends or send comments or messages; (c) Interfering with, disrupting, or creating an undue burden on the Profitwala Services or the networks or services connected to the Profitwala Services; (d) Attempting to impersonate another Member or person; (e) Using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account; (f) Selling or otherwise transferring your profile; (g) Using any information obtained from the Profitwala Services in order to harass, abuse, or harm another person; (h) Displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Profitwala Services on behalf of that person, such as placing commercial content on your profile, posting messages or bulletins with a commercial purpose, posting questions and/or answers, or sending private messages with a commercial purpose; (i) Using the Profitwala Services in a manner inconsistent with any and all applicable laws and regulations.    
8. Copyright Policy:You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Profitwala to terminate membership privileges of any member who repeatedly infringes the copyright rights of others upon receipt of proper notification to Profitwala by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Profitwala Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) A description of the copyrighted work that you claim has been infringed; (c) A description of where the material that you claim is infringing is located on the Profitwala Services; (d) Your address, telephone number, and email address; (e) A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.  
9. Member Disputes:You are solely responsible for your communications/contact with other Profitwala members. Profitwala reserves the right, but has no obligation, to monitor disputes between you and other members.
10. Privacy:Use of the Profitwala Services is also governed by our Privacy Policy, which is incorporated into this Agreement.
11. Disclaimers:Profitwala is not responsible for any incorrect or inaccurate Content posted on the Profitwala website or in connection with the Profitwala Services, whether caused by Users of the Profitwala Services or by any of the equipment or programming associated with or utilized in the Profitwala Services. Profiles created and posted by members on the Profitwala website may contain links to other websites. Profitwala is not responsible for the content; accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Profitwala. Inclusion of any linked website on the Profitwala Services does not imply approval or endorsement of the linked website by Profitwala.com. When you access these third-party sites, you do so at your own risk. Profitwala takes no responsibility for third party advertisements which are posted on this Profitwala Website or through the Profitwala Services, nor does it take any responsibility for the goods or services provided by its advertisers. Profitwala is not responsible for the conduct, whether online or offline, of any User of the Profitwala Services. Profitwala assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Profitwala is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Profitwala Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Profitwala Services. Under no circumstances shall Profitwala be responsible for any loss or damage, including personal injury or death, resulting from use of the Profitwala Services, attendance at a Profitwala event, from any Content posted on or through the Profitwala Services, or from the conduct of any Users of the Profitwala Services, whether online or offline. The Profitwala Services are provided "AS-IS" and as available and Profitwala expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Profitwala cannot guarantee and does not promise any specific results from use of the Profitwala Services.
12. Limitation on Liability:IN NO EVENT SHALL Profitwala BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF Profitwala HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Profitwala'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO Profitwala FOR THE Profitwala SERVICES DURING THE TERM OF MEMBERSHIP.
13. U.S. Export Controls:Software available in connection with the Profitwala Services (the "Software") is further subject to United States export controls. No Software may be downloaded and/or posted for sale from the Profitwala Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
14. Disputes:If there is any dispute about or involving the Profitwala Services, you agree that the dispute shall be governed by the laws of India, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the Competent Courts of Bangalore alone.
15. Indemnity:You agree to indemnify and hold Profitwala, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Profitwala Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Profitwala website or through the Profitwala Services causes Profitwala to be liable to another.
16. Other:This Agreement is accepted upon your use of the Profitwala website or any of the Profitwala Services and is further affirmed by you becoming a member. This Agreement constitutes the entire agreement between you and Profitwala regarding the use of the Profitwala Services. The failure of Profitwala to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Profitwala is a trademark of Profitwala, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.