Watercooler Incorporated ("Watercooler") would like to welcome you to the Watercooler service ("Watercooler") and community. Watercooler provides its service to you subject to the terms of this End User Agreement ("User Agreement"), which may be updated by us from time to time without notice to you. You can review the most current version of the User Agreement at any time at http://www.watercooler-inc.com/eula.html. Moreover, when using additional Watercooler services, you and Watercooler will be subject to any posted guidelines or rules applicable to such additional services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into this User Agreement.

In order to become a user of the Watercooler Service (defined below), you must read and accept all of the terms and conditions of this agreement and the Watercooler Privacy Policy. Unless otherwise stated in this User Agreement, nothing in this Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this User Agreement, you will not be authorized to access our service.

Overview of the Service

Watercooler offers an online service to enable fans to discuss, create content about, and play games around their favorite TV show or Sports team. ("Watercooler Service"). Discussing the latest game or show, answering trivia questions, and giving virtual gifts to fellow fans are just some of the activities that can be done in a simple, fun way through the Watercooler Service.

Service Eligibility

The Watercooler Service is not available to minors under the age of 13 or to any users suspended or removed from the system by Watercooler for any reason. If you do not qualify, you may not use the Watercooler Service.

Membership Obligations

In consideration of your use of the Watercooler Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, and current information about yourself as prompted by the Watercooler registration form ("Registration Data"). If you provide any information that is untrue, inaccurate, or not current, Watercooler has the right to suspend or terminate your account and refuse any and all current or future use of the Watercooler Service (or any portion thereof).

Use of Service

Your use of the Watercooler Service is governed by this User Agreement. Watercooler may refuse service without prior notice to any user for any or no reason.

You may not have more than one active account. Additionally, you are prohibited from selling, trading, or otherwise transferring your Watercooler account to another party.

You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. You agree to immediately notify Watercooler of any unauthorized use of your password or account or any other breach of security. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. Watercooler cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Access of the Services

You understand and agree that the Watercooler Service is provided "AS-IS" and that Watercooler assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personal settings. You are responsible for obtaining access to the Watercooler Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Watercooler Service.

Use of manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the Watercooler website is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, our web pages or the content included herein. You also agree not to "frame" or otherwise simulate the appearance or function of this website. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.

Changes to the Service

Watercooler reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Watercooler Service (or any part thereof) with or without notice. You agree that Watercooler shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Watercooler Service.

Prohibited Conduct

You understand and agree not to use the Watercooler Service to:

* Post content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.

* Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.

* Use the Watercooler Service for any illegal purpose, including but not limited to conspiring to violate laws.

* Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Watercooler Service (including your Watercooler ID), use of the Watercooler Service, or access to the Watercooler Service.

* Upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

* Upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.

* Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

* Interfere with or disrupt the Watercooler Service or servers or networks connected to the Watercooler Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Watercooler Service.

* Stalk or harass anyone.

* Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Watercooler Service.

Termination

You agree that Watercooler may, with or without cause, immediately terminate your Watercooler account and access to the Watercooler Service without prior notice. Without limiting the foregoing, the following may lead to a termination by Watercooler of your use of the Watercooler Service (a) breaches or violations of this User Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems, and (e) extended periods of inactivity. Termination of your Watercooler account includes removal of access to all offerings within the Watercooler Service and may also bar you from further use of the Watercooler Service. Furthermore, you agree that all terminations shall be made in Watercooler's sole discretion and that Watercooler shall not be liable to you nor any third-party for any termination of your account or access to the Watercooler Service.

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we will terminate access to our website or application by users who are repeat infringers. We may also at our sole discretion limit access to our application and/or website and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Use Outside of United States

The Internet is global in nature, and you agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Information From Website

In the course of using the Watercooler Service, users may provide information about themselves which may be visible to certain other users (see our Privacy Policy to learn more about information collected on this website). You understand that by posting materials on the Watercooler website or otherwise providing materials to Watercooler, you are granting to Watercooler a royalty-free, perpetual, irrevocable license to use this information in the course of offering the Watercooler Service. Furthermore, you understand that Watercooler retains the right to reformat, excerpt, or translate any materials submitted by you. You understand that Watercooler cannot guarantee the identity of any other users with whom you may interact in the course of using the Watercooler Service. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves or relationships they may describe. You understand that all information publicly posted or privately transmitted through the Watercooler Service is the sole responsibility of the person from which such content originated and that Watercooler will not be liable for any errors or omissions in any content.

Without limitation of the terms and conditions set forth in our Privacy Policy, you understand and agree that Watercooler may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this User Agreement, or protect the rights, property, or safety of Watercooler, its users, and the public.

You acknowledge that Watercooler does not endorse the content of any user communications and are not responsible or liable for any unlawful, harassing, libelous, privacy invading, abusive, threatening, harmful, vulgar, obscene, indecent, tortious, or otherwise objectionable content, or content that infringes or may infringe the intellectual property or other rights of another.

Watercooler Communications

In the course of providing you services, Watercooler may need to communicate with you via email (see our Privacy Policy to learn more about communications). You agree to receive emails which are specific to your account and necessary for the normal functioning of the Watercooler Service. You also agree to have your name and/or email address listed in the header of certain communications which you initiate through the Watercooler Service.

Monitoring and Enforcing Rules

While we have the right to monitor activity and content associated with the Watercooler Service, we are not obligated to do so. Also, since we do not, and may not have the ability to, control or actively monitor content we do not guarantee its accuracy, integrity or quality. Because community standards vary and individuals sometimes choose not to comply with our policies and practices, in the process of using our website, you may be exposed to content that you find offensive or objectionable. You can contact our Customer Service Department to let us know of content that you find objectionable.

We may investigate the complaints and violations of our policies that come to our attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or subscriptions. However, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the website.

Fees for Service

Signing up for a basic Watercooler account is free at this time. Watercooler reserves the right to charge, at any time, for the Watercooler Service or any portion thereof, modify the pricing of, add to, or discontinue the Watercooler Service or any portion thereof without prior notice.

Watercooler Proprietary Rights

You acknowledge and agree that the Watercooler Service and any necessary software used in connection with the Watercooler Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Watercooler Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Watercooler, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Watercooler Service or the Software, in whole or in part.

Watercooler grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Watercooler Service. You agree not to access the Watercooler Service by any means other than through the interface that is provided by Watercooler for use in accessing the Watercooler Service.

Watercooler, the Watercooler logo, and other Watercooler logos and names are trademarks of Watercooler Incorporated. You agree not to display or use these trademarks in any manner without Watercooler's prior, written permission.

Indemnification

By accepting this User Agreement, you agree to indemnify and otherwise hold harmless Watercooler, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages resulting from i) your use of the Watercooler Service; ii) your connection to the Watercooler Service; iii)your violation of this User Agreement; iv) unauthorized access to or alteration of your communications with or through the Watercooler Service; v) your violation of any rights of another party while using the Watercooler Service; or vi) any other matter relating to the Watercooler Service.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT THE Watercooler SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT Watercooler DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. Watercooler ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS. Watercooler EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Watercooler MAKES NO WARRANTY THAT (i) THE Watercooler SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE Watercooler SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE Watercooler SERVICE WILL BE ACCURATE OR RELIABLE, [(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE Watercooler SERVICE WILL MEET YOUR EXPECTATIONS,] AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Watercooler OR THROUGH OR FROM THE Watercooler SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Watercooler SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT 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.

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.

Amendment

Watercooler may modify this User Agreement at any time, and such modifications shall be effective immediately upon posting or other method of notification to you, which notice may be provided on the Web pages through which you access or use the Watercooler Service. Your continued access or use of the Watercooler Service shall be deemed to be your conclusive acceptance of the modified User Agreement.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Watercooler 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 Watercooler HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL Watercooler'S TOTAL CUMULATIVE DAMAGES EXCEED US$ 100.

General

The User Agreement constitutes the entire agreement between you and Watercooler and governs your use of the Watercooler Service, superseding any prior agreements between you and Watercooler. The section titles of this User Agreement are displayed for convenience only and have no legal effect. This User Agreement and the relationship between you and Watercooler shall be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the state of California. The failure of Watercooler to exercise or enforce any right or provision of this User Agreement shall not constitute a waiver of such right or provision. If any provision of this User Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and rule that the other provisions of this User Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Watercooler Service or this User Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. If any legal action or proceeding is brought for the enforcement of this User Agreement or arises from the alleged breach, dispute, default or misrepresentation in connection with any of the provisions of this User Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys. fees and other costs incurred as a result of such legal action or proceeding.

Please send any questions or comments, or report violations of the User Agreement to:

Watercooler Incorporated

Attn: End User Agreement Issues

153 Castro Street

3rd Floor

Mountain View, CA 94041