These Download-Bay.com Terms of Service comprise a legal agreement between you and Download-Bay.com (“Henceforth referred to as Download-Bay”) and governs your use of the Download-Bay services. BY SUBSCRIBING TO AND/OR USING A DOWNLOAD-BAY SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, AS MAY BE MODIFIED FROM TIME TO TIME BY DOWNLOAD-BAY IN ITS SOLE DISCRETION. If you do not agree to these Terms of Service do not subscribe to or use the Download-Bay services.

Download-Bay is comprised of Internet Web sites and Web pages operated by Northstar Technologies and its affiliates and of various products and services which are provided by Download-Bay, its affiliates or third party service providers. These Web sites, Web pages, products and services will be collectively referred to in this Agreement as "Download-Bay"." "You" means You, Your company, Your employees, and anyone who has access to use Your Download-Bay account. You must be at least eighteen (18) years of age to subscribe to and use any Download-Bay service or product.

Download-Bay services are offered to You on the condition that You accept these Terms of Service. You agree to familiarize Yourself with, and to regularly review, the Terms & Conditions of Service, and other terms and guidelines found throughout the Download-Bay site and abide by them if You choose to use the sites, or accept the products, services or benefits, to which such terms apply. Download-Bay reserves the right to change any of the Terms & Conditions at anytime without notice. If You continue to use Download-Bay after any such changes, Your continued use will constitute Your consent to such changes. Download-Bay does not and will not assume any obligation to notify You of any changes to the Terms & Conditions.

Any rights not expressly granted herein are reserved by Download-Bay. In addition Your registration information and other information about You is subject to our Privacy Policy located at http://www.download-bay.com/privacy.htm

If You have print capability or otherwise desire to obtain a hard copy of these Terms of Service, please visit the link to "Terms & Conditions" at the bottom of each page of the Download-Bay website for copy of these Terms & Conditions, which may be printed and saved through the printing and saving capability of your browser and printer.

YOUR WARRANTIES
By subscribing to any service offered on the Download-Bay site, You make the following representations and warranties. Download-Bay shall have the right to terminate your Download-Bay account, without notice at any time, if any representation warranty made by You proves to be untrue in any respect.
You represent and warrant that:

• You and all users of the Download-Bay approved by you are at least eighteen (18) years of age;
• You have the legal capacity and authority to; (a) enter into binding contracts for the sale and purchase of goods and services, (b) be bound by these Terms of Service, (c) to subscribe to and use the Download-Bay service, including, where applicable, the buying, selling and listing of items, in accordance with these Terms of Service, and (d) if you are acting in a corporate capacity, you are authorized to bind Your company;
• You will not use the Download-Bay for any purpose that is unlawful, or prohibited by these Terms & Conditions; All information supplied by You or by others using Your account is true and accurate, including information submitted as part of the registration and subscription process;
• Any products or services advertised, sold or otherwise distributed by You on or in connection with Your Web Site are legal for sale or distribution; and you have all licenses necessary to sell or advertise the goods or services offered for sale or distribution; and that all sales and advertisements will be in compliance with applicable law, rule, and regulation; and
• You own or control all of the intellectual property, proprietary and similar rights necessary for all material located on Your Web Site, all submissions, and all products and services sold or otherwise distributed by You or on Your behalf via Your Web Site using Download-Bay.

By using the Download-Bay, You agree that You will defend and indemnify Northstar Technology, Download-Bay ,its affiliates, and service providers from any third party claim related to a breach of any of the foregoing warranties.

LIMITATIONS ON YOUR USE OF DOWNLOAD-BAY
Download-Bay are provided to assist You with the operation of Your business. Your right to use Download-Bay is limited to You, and Your company and its employees. You are solely responsible for Your content and Your Web site and your Download-Bay account. Download-Bay reserves the right, but is not obligated, to monitor or to review materials posted on Your Web site and to monitor your compliance with these Terms & Conditions. Download-Bay reserves the right in its sole discretion to edit, refuse to post or remove any information or materials which violate these Terms & Conditions in whole or in part, without notice at any time.

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from Download-Bay, except as expressly provided herein.

You may not use a trade name or other descriptive term in connection with operating Your Web site that is confusing or misleading to participants, or may otherwise impersonate or deceive participants with respect to Your identity.

You may not restrict or inhibit any other user from using and enjoying such user’s rights to use Download-Bay.

You may not interfere with or disrupt Download-Bay, Download-Bay or its service providers’ servers or any network connected to Download-Bay.

You may not use Download-Bay or the products or services provided through or in connection with Download-Bay:

• rent, lease, license, grant a security interest in, or otherwise transfer or sublicense Your rights hereunder to any third party;
• defame, libel, slander, impersonate, abuse, harass, threaten, invade the privacy of or otherwise violate or infringe the legal rights (including the rights of privacy and publicity) of any other person;
• conduct, promote or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail ( including "spamming") or multi-level or illegal marketing campaigns
• sell or distribute distribution lists, containing any personal information, including, without limitation, email addresses, home or work addresses, phone numbers, or any other identifying information whatsoever without the express contractual rights to provide such information;
• harm minors in any way;
• publish, post, distribute, disseminate, advertise or link to any adult, pornographic, lewd, or sexually explicit website, content, material or information.  This policy against pornographic and sexually explicit content also applies to indecent content, websites, material, or information that is harmful to minors or contains sexually explicit depictions of minors.
• publish, post, distribute, disseminate, advertise or link to any: (i) content, site, topic, name, material or information which is defamatory, libelous, slanderous, or infringing; (ii) software, content or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless You own, or control such rights or have received all necessary consents for Your publication, distribution, or linking of such software and other materials; (iii) software, content or other material that contains viruses, worms, corrupted files, cracks, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information, or that may or are intended to damage the operation of or render inoperable another’s computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs; (iv) software, content, other material or Web site that constitutes "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group;
• sell, offer to sell, distribute, promote, facilitate, disseminate or link to any sites for marketing, sales, promotion, facilitation or distribution of: firearms; explosives; ammunition; liquor; tobacco products; illegal gambling (including gambling in connection with sporting events); food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants; illicit drugs, pharmaceuticals and controlled substances; counterfeit, pirated or stolen goods; any goods or services that infringe or otherwise violate a third party’s rights including copyright, patent, trademark, or rights of publicity or privacy; goods that are considered indecent; Nazi memorabilia; registered or unregistered securities; goods or services that You cannot legally sell; goods which are misrepresented or which do not in fact exist; fraudulent goods; goods or activities that if sold via any Download-Bay services or Your Web site would cause Download-Bay to violate any law, statute or regulation; or any other illegal activity;
• harvest or otherwise collect information about third parties, including e-mail addresses, without the express consent of such third parties;
• violate any applicable government laws, rules or regulations.

You may not reproduce or redistribute any Software, as that term is defined in the Section entitled "Software Available on Download-Bay". You may not copy or reproduce the Software to any other server or location for further reproduction or redistribution. You may not decompile, disassemble, reverse engineer, benchmark, or otherwise attempt to discover any trade secret contained on Download-Bay, or in any product, service or Software provided through Download-Bay.

The information provided by Download-Bay to You is proprietary in nature. You agree not to share any information provided to You by or on behalf of Download-Bay with any third party.

FEES
Some products and services available through or in connection with Download-Bay require that You purchase a subscription or otherwise pay a fee. You hereby authorize Download-Bay to charge Your credit card or PayPal account in advance for all applicable fees incurred by You or on Your behalf in connection with Your use of Download-Bay product or service that You have chosen to use. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of Your Download-Bay account by you or anyone else using your account. Download-Bay reserves the right to modify the fees charged for Download-Bay products and services from time to time, provided that such new fees shall not take effect earlier than thirty (30) days after Download-Bay notifies You via email or otherwise of such modified fees. Amounts not paid by You to Download-Bay when due shall bear interest at the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by applicable law.

In the event that Download-Bay terminates Your Download-Bay account or one or more of Your Download-Bay services for violation of these Terms & Conditions, You will not be entitled to the return of any fees paid with respect to any such terminated account service.

CANCELLATION POLICY
You acknowledge that if You cancel any subscriptions to a Download-Bay service that You may not be entitled to a refund of all or part of amounts already paid by You for such Download-Bay subscription. You agree that (a) subscription rates and other fees will be posted on the Download-Bay Web site and may be changed from time to time by Download-Bay in its sole discretion and (b) the cancellation policy posted at the time you cancel your subscription shall govern the amount of the refund (if any) due to you.

CHANGES TO SERVICES, TERMINATION BY DOWNLOAD-BAY
Download-Bay may change any of the Download-Bay services at any time from time to time without notice, including terminating the offering of any Download-Bay service altogether.

Download-Bay may terminate Your account, Your access to Download-Bay or any of Your Download-Bay services (in whole or in part) at any time, with or without cause, and with or without notice. You may be barred from accessing any of Your Download-Bay services or from using Download-Bay  or from receiving any products, services or benefits from Download-Bay, if Download-Bay determines You have violated these Terms & Conditions, if You have failed to remit any applicable subscription or other fees when due, if any representation or warranty made by You is untrue in any respect or if Download-Bay receives a court order or other legal action relating to Your account. In addition, if You violate any of these Terms & Conditions, You will forfeit all in-kind credits and any other amounts accruing to You (if any) in connection with Download-Bay and there will be no refund of any fees prepaid by You. If You subscribe to a Download-Bay service which is made up of two or more individual services and You violate the Terms & Conditions applicable to one of such individual services, (1) your use of the particular individual service will be terminated, but the remaining services may remain active as determined by Download-Bay in its sole discretion, and (2) there will be no refund (in whole or in part) of Your monthly fee for the Download-Bay service terminated. You will be responsible for all fees incurred during Your subscription and payment of such fees shall be due immediately upon termination of Your subscription.

LINKS TO THIRD PARTY SITES
Links within Download-Bay may let You leave Download-Bay. You acknowledge that the linked sites are not under the control of Download-Bay and that Download-Bay is not responsible for the contents or operation of such linked sites or any link contained in such linked site, any changes or updates to such sites, or Web casting or any other form of transmission received from any linked site. Download-Bay is providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by Download-Bay of the linked site or any association with their operators.

LICENSE YOU GRANT TO DOWNLOAD-BAY
Download-Bay does not claim ownership of the materials You provide to Download-Bay (including feedback and suggestions) or that which You post, upload, input or submit in connection with Your use of Download-Bay or any Web site ("Your Web Site") created by You or on Your behalf in connection with the use of Download-Bay (collectively "Submissions"). However, You grant Download-Bay a royalty-free, fully paid up, worldwide license to use (including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, sublicense and reformat Your Submission) Your Submission only in connection with the operation and promotion of Download-Bay You also grant Download-Bay the right to publish Your name in connection with any such use. No compensation will be paid or due You with respect to Download-Bay’s or its sublicensee’s use of the materials as licensed above. Download-Bay is under no obligation to post or use any materials You may provide, and may remove such materials at any time in Download-Bay ‘s sole discretion. By posting messages, uploading files (including graphics), inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through Download-Bay, You represent and warrant that You own or otherwise control the rights necessary to do so and to grant Download-Bay the license set forth above, and You will defend and indemnify Download-Bay and its suppliers from any third party claim related to a breach of any of the foregoing representations or warranties.

You grant Download-Bay permission to use screen shots of any Web page that contains a link to Download-Bay or Download-Bay HTML in Download-Bay promotional materials, and represent and warrant that You have sufficient authority to grant the foregoing rights.

SOFTWARE AVAILABLE ON DOWNLOAD-BAY
Software (if any) that is made available to download from or otherwise use through Download-Bay, excluding software that may be made available by third parties via Download-Bay, ("Software") is the copyrighted work of Download-Bay and/or its licensors, suppliers, or service providers. Your use of the Software is governed by these Terms & Conditions, and the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). To the extent that the License Agreement conflicts with these Terms & Conditions, the terms of the License Agreement shall govern Your use of the Software. You may not install or use any Software that is accompanied by or includes a License Agreement unless You first agree to the terms and conditions of the License Agreement. For any Software not accompanied by a license agreement, Download-Bay hereby grants to You, the user, a personal, non-exclusive, non-transferable license to use the Software for viewing and otherwise using the particular Download-Bay service in accordance with the these Terms & Conditions and for no other purpose. In addition, You shall keep intact all and may not alter any copyright and other proprietary notices contained in such Software. Any reproduction or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. Persons violating the foregoing, or who otherwise misappropriate any intellectual property or proprietary rights related to the Software may be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE, DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY TRADE SECRET CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions. All software downloaded or otherwise obtained by the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

LIMITATIONS OF LIABILITY AND DISCLAIMERS
The information, software, products, services and other material included in or available through Download-Bay may not be complete, and may include inaccuracies or errors, and may also be modified, discontinued or deleted from time to time without notice. Advice, information, products, services or other materials received via Download-Bay should not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals. You acknowledge that You should consult an appropriate professional for specific advice tailored to Your situation.

Your access to and use of Download-Bay, and products and services of Download-Bay, is at Your own risk. Download-Bay makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of Download-Bay, or such products or services. Without limiting the foregoing, NEITHER DOWNLOAD-BAY, NOR ITS RESPECTIVE SUPPLIERS, NOR ITS SERVICE PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED IN DOWNLOAD-BAY FOR ANY PURPOSE. BECAUSE OF THE POSSIBILITY OF HUMAN AND/OR MECHANICAL ERROR, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. DOWNLOAD-BAY, ITS RESPECTIVE SUPPLIERS, AND SERVICE PROVIDERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL DOWNLOAD-BAY, ITS SUPPLIERS, OR ITS SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION:

• DAMAGES FOR LOSS OF USE, DATA, ACCOUNTS, REVENUES OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF DOWNLOAD-BAY OR RELATED SERVICES, OR
• WITH THE DELAY OR INABILITY TO USE DOWNLOAD-BAY OR RELATED SERVICES;
  THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH DOWNLOAD-BAY; OR
• OTHERWISE ARISING OUT OF THE USE OF DOWNLOAD-BAY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DOWNLOAD-BAY, ANY OF ITS SUPPLIERS, OR SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF DOWNLOAD-BAY, OR WITH ANY OF THESE TERMS OF SERVICE OR THE ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING DOWNLOAD-BAY AND ITS RELATED SERVICES AND PRODUCTS.

Without limiting the foregoing, Download-Bay is not responsible for any of Your data residing on Download-Bay, its hardware or systems, including such hardware or systems provided to Download-Bay by third parties. You are solely responsible for maintaining and backing-up Your data and information that may reside on Download-Bay’s hardware or systems, including such hardware or systems provided to Download-Bay by third parties, whether or not such information is produced through the use of Download-Bay, including any information regarding the operation or use of Your Web site, catalogs, lists, order records, and other information You are providing or using in connection with Your use of Download-Bay. It is Your sole responsibility to take the necessary steps to ensure Your primary means of business is maintained. Download-Bay will not be liable for any damage, loss or disclosure of data, accounts, revenue or business arising out of or otherwise related to: (a) Your use of Download-Bay, its services or products; (b) Your customers" use of Your Web site or Your products and services hosted by or created through Download-Bay; (c) use of Download-Bay by any other party to whom You have given access to Your company information for use of Download-Bay; (d) errors, bugs, viruses, or other defects in Download-Bay; (e) lost company, customer or vendor information (including, without limitation, billing information, credit card numbers, lost orders, etc.); (f) illegal or criminal activities committed by third parties, including but not limited to reliance on any information obtained on Download-Bay; or (g) or that result from mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to Download-Bay‘s records, programs or services. You are solely responsible for maintaining and backing-up any information regarding the operation or use of Your Web site, catalogs, lists, order records, and other information You are providing or using in connection with Your use of Download-Bay.

Download-Bay is not liable for Your actions with Your customers or vendors, or the use of their information, or for any other actions arising from Your use, or the use of other parties to whom You have given access to Your Download-Bay information, through the use of Download-Bay.

Download-Bay is not involved in any transaction between you and your buyer or seller or other third parties with whom you may have transactions through Download-Bay or between you and any user of any products or services offered or provided by you or by a third party through Download-Bay. Download-Bay is not responsible for screening, censoring or otherwise controlling your content, or any listings or transactions offered or conducted via Download-Bay. You are deemed to have a direct commercial relationship with each third party that purchases goods or services from or undertakes any other transaction with you via your website or through Download-Bay. Download-Bay is not acting as your or any third party’s agent in connection with the operation of Download-Bay. You are solely responsible for: (a) processing customer orders or other transactions; (b) verifying the validity of incoming customer orders before finalizing the order; (c) informing customers of the status of such orders or transactions; (d) providing all customer support related to such orders or transactions (e.g., lost orders, billing disputes, payments, etc.); and, (e) determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions. Further, because Download-Bay is not involved in any orders or other transactions between You and other users of Download-Bay or other marketplace forums, Download-Bay cannot and will not be involved in resolving any disputes relating to any completed or uncompleted transactions or the purchase or sale of listed goods or otherwise.

Your payments for orders or transactions conducted via your website or on any Download-Bay service will be paid to you directly from your designated acquiring bank, customers or other appropriate source ("payor"). Download-Bay is not responsible for such payment, and will have no liability for any lost, disputed or fraudulent payment or tenders of payment, or other disputes arising between you and customers or payors. Download-Bay makes no guarantee about the reliability or accuracy of these products or services, or the results obtained from using Download-Bay.

INDEMNITY
You agree to defend, indemnify and hold Download-Bay and its suppliers harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from Your use of Download-Bay, including, without limitation, Your violation of these Terms of Service, or any third-party’s rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of your relationship with Download-Bay or your use of Download-Bay.

ACCESS RESTRICTION; ACCOUNT SECURITY AND PASSWORDS
Download-Bay reserves the right to deny in its sole discretion any user access to Download-Bay or any portion thereof without notice.

You are responsible for safeguarding the confidentiality of Your account information (including password(s) and user name(s) issued to You) and for any use or misuse of Your account or Download-Bay resulting from any third party using a password or user name issued to You. You agree to notify Download-Bay immediately of any known or suspected unauthorized access to or use of Your account, Your password, the password of any individual user to whom You have issued a login ID or any other breach of security or misuse of Download-Bay known to or suspected by You. You may change Your password at any time by following instructions on the Download-Bay Web site.

You hereby authorize Download-Bay to rely on any data, notice, instruction or request furnished by You to Download-Bay, or that Download-Bay reasonably believes to have been furnished by You. You are solely responsible for maintaining the confidentiality of Your account information and monitoring usage of Your account. Download-Bay is not responsible for fraud of participants or of other users of your account.

YOUR CUSTOMER DATA
Download-Bay will only use your customer data in accordance with the Privacy Statement.

GENERAL
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed wholly within such State, without reference to principles of conflicts of laws thereof.  Each party hereby irrevocably and unconditionally accepts, and agrees to submit to, the exclusive jurisdiction of any state or federal court in the County and State of New York in respect of any dispute arising out of, based upon, or relating to, this Agreement. . THE PARTIES EXPRESSLY AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT OR ANY VERSION THEREOF ADOPTED BY ANY STATE IN ANY FORM (“UCITA”) SHALL NOT APPLY TO THIS AGREEMENT, INCLUDING ANY APPLICABLE PRODUCT ADDENDA.  TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN.

You agree that no joint venture, partnership, employment, or agency relationship exists between You and Download-Bay as a result of these Terms & Conditions or use of Download-Bay.

If any part of these Terms & Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms & Conditions shall continue in effect. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provision shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. No delay or omission on the part of either party to this Agreement in requiring performance by the other party hereunder, or in exercising any right hereunder, will operate as a waiver of any right or rights hereunder.  Any and all representations and warranties, indemnification obligations, confidentiality requirements, intellectual property, applicable law, notice, and termination provisions, jurisdictional consents, and this Section shall survive the termination of the Agreement by either party for any reason.

Unless otherwise specified herein, these Terms & Conditions, and the Privacy Policy constitute the entire agreement between the user and Download-Bay  with respect to Download-Bay and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Download-Bay with respect to Download-Bay.

A printed version of these Terms & Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms & Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Download-Bay is not obligated to monitor the content on Download-Bay. Download-Bay reserves the right to disclose any information, content, or materials as necessary to satisfy any applicable law, rule regulation, legal process, government request, in response to an allegation that Your material infringes the intellectual property rights of a third party or in any way violates any applicable law, rule regulation, or in accordance with Download-Bay ‘s Privacy Policy. Download-Bay reserves the right to edit, refuse to post or to remove any information, content, or materials, in whole or in part, from the Download-Bay Web sites, in Download-Bay’s sole discretion, without notice at any time.

Any rights not expressly granted herein are reserved by Download-Bay, including all legal and equitable remedies available to Download-Bay or violation of any of these Terms & Conditions.

COPYRIGHT AND TRADEMARK NOTICES
All contents of Download-Bay are: Copyright (c) 2009-2010 Download-Bay, and/or its suppliers

TERMS RELATED TO AFFILIATE SERVICES
Publishers participating in the Affiliate program are required to adhere to the following policies. If you fail to comply with these policies, we may disable ad serving to your site and/or disable your account. While in many cases we prefer to work with publishers to achieve policy compliance, we reserve the right to disable any account at any time. If your account is disabled, you will not be eligible for further participation in the program.

Please note that we may change our policies at any time, and pursuant to our Terms & Conditions, it is your responsibility to keep up to date with and adhere to the policies posted here.

Invalid Clicks and Impressions
Clicks on ads must result from genuine user interest. Any method that artificially generates clicks or impressions on your ads is strictly prohibited. These prohibited methods include but are not limited to repeated manual clicks or impressions, using robots, automated click and impression generating tools, third-party services that generate clicks or impressions such as paid-to-click, paid-to-surf, autosurf, and click-exchange programs, or any deceptive software. Please note that clicking on your own ads for any reason is prohibited. Failure to comply with this policy may lead to your account being disabled.

Encouraging clicks
In order to ensure a good experience for users and advertisers, publishers may not request that users click the ads on their sites or rely on deceptive implementation methods to obtain clicks. Publishers participating in the program:

- May not encourage users to click the ads by using phrases such as "click the ads," "support us," "visit these links," or other similar language
- May not direct user attention to the ads via arrows or other graphical gimmicks
- May not place misleading images alongside individual ads
- May not promote sites displaying ads through unsolicited mass emails or unwanted advertisements on third-party websites
- May not compensate users for viewing ads or performing searches, or promise compensation to a third party for such behavior
- May not place misleading labels above ad units - for instance, ads may be labeled "Sponsored Links" but not "Favorite Sites"

Sites showing Download-Bay ads may not contain pop-ups or pop-unders that interfere with site navigation, change user preferences, or initiate downloads. Any Download-Bay code must be pasted directly into webpages without modification. Download-Bay participants are not allowed to alter any portion of the code or change the behavior, targeting, or delivery of ads. For instance, clicks on Download-Bay ads may not result in a new browser window being launched. A site or third party cannot display our ads, search box, search results, or referral buttons as a result of the actions of any software application such as a toolbar. No Download-Bay code may be integrated into a software application. Webpages containing Download-Bay code may not be loaded by any software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings, or otherwise interfere with site navigation. It is your responsibility to ensure that no ad network or affiliate uses such methods to direct traffic to pages that contain your Download-Bay code.Referral offerings must be made without any obligation or requirement to end users. Publishers may not solicit email addresses from users in conjunction with Download-Bay referral units.

Publishers using online advertising to drive traffic to pages showing Download-Bay ads must comply with the spirit of Download-Bay’s Landing Page Quality Guidelines. For instance, if you advertise for sites participating in the Download-Bay program, the advertising should not be deceptive to users.

TRADEMARKS
Download-Bay and any of the associated marks are either a trademark or registered trademark of Download-Bay.com.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider"s Designated Agent.

It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Web Site, http://lcWeb.loc.gov/copyright/) and other applicable intellectual property laws. Responses may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating subscribers. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the owner or administrator of the affected site or content so that they may make a counter notification pursuant to sections 512(g)(2) and (3) of that Act. It is our policy to document all notices of alleged infringement on which we act. As with all legal notices, a copy of the notice may be sent to one or more third parties who may make it available to the public.

Further details on making a Digital Millenium Copyright Act Claim to Download-Bay.com can be found here: http://www.download-bay.com/dmca.htm