AKI, Inc. International, Inc., the AKI, Inc..com website (site), and the Services provided in connection therewith AKI, Inc..com or the site in connection with the Services are owned, operated and maintained, as applicable, by AKI, Inc. International, Inc. ("we", our or us).

1. Usage

By (1) accessing or using the Site or the Services; (2) downloading, accessing; or (3) registering for someone else to access or use the Site or the Services or download, or access, it is agreed upon the terms and conditions set forth below (Terms). If “you/the User” do not agree with these Terms, neither “you/the User” nor your designee or giftee “the User” may access, download or use (as applicable), the Site or the Services. For the purposes of this agreement, “you/the User” means anyone who accesses the Services.

If someone else is registering for (or authorizing) your contest Participation, it is agreed upon to print this document and hand it to them.

We reserve the right, at our sole discretion, to modify, add or remove any terms or conditions of these Terms of Use without notice or liability to you. Any such modifications will become effective immediately upon posting to the Site and your continued use of the Site, and/or Services constitutes your agreement to such modifications. It is agreed upon to periodically review the current version of these Terms as posted on the site. It is agreed upon to review these Terms of Use from time to time and agree that any subsequent use by you of this website following changes to these Terms of Use shall constitute your acceptance of all such changes.

2. Services

In the use of our Services, and Site, we enable you/the User to view business videos, vote for videos, buy tools, book a speaker, trainer or consultant and read business practices based on the opinions and perspective of our team members as well as our Participants.

3. Privacy Policy

User privacy while accessing the site and using the services are of the utmost concern to us. We understand that you/the User trust us with your Personal Information. So we do everything we can to make sure your/User information is safe in our systems. Your/User personal information WILL NOT be sold by us to anyone.

Cookies are files that your Web browser puts on your computer when you visit a web site. We use cookies to tell us how often you/the User visit our site, and what pages you/the User go to on our site. The cookie itself does not have personal information in it, so no one except AKI, Inc..com can figure out who you/the User are from our cookie.

Sometimes we use files from other companies (called third-party cookies) to help us see where people go on our website and improve our services. Third-party cookies do not contain any personally identifying information, and the third party can not figure out who you/the User are or contact you/the User.

Sometimes we link to other sites. AKI, Inc..com does not create these sites, and we cannot control nor be responsible for what they post on their sites.

4. Indemnification

You/the User agrees to defend, indemnify, reimburse and hold AKI, Inc. and its parent, subsidiary and affiliated entities, and its and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, and sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney's fees, costs and expenses and court costs) arising out of or related to:

• User’s use of the AKI, Inc. Site(s);
• User’s use of the AKI, Inc. Materials;
• User’s use of the AKI, Inc. tools;
• Participant’s who use the tools or materials based on User’s delivery/facilitation of the AKI, Inc. tools and/or materials with them.

TERMS FOR CONTEST PARTICIPANTS

This agreement ("Agreement") is a legal agreement between you ("Participant") and AKI, Inc. International, Inc. ("AKI, Inc."), a Georgia corporation that (i) creates, produces and distributes business and entertainment content (as used herein, "content" shall include, without limitation, audio, visual, audiovisual, text and other elements and materials, in any media or format now known or hereinafter devised, whether physical, electronic, digital, analog or otherwise), (ii) offers Participants the opportunity to participate in community media applications by submitting (e.g., "uploading") content wholly-owned and/or controlled by such Participants (the "Participant Materials," as further defined below) to the AKI, Inc..com website or any successor(s) thereto and/or assigns thereof (the "AKI, Inc. International, Inc. Site(s)") so that such Participant Materials can be distributed to the general public via the AKI, Inc. Sites and any licensees or sublicensees thereof.

Participants in the contest, must agree to the TERMS stated here, as well as the CONTEST RULES, TERMS and OBLIGATIONS AGREEMENT set forth in the REGISTRATION process.

The parties hereby agree that Participant's use of the Services, as a registered participant ("Participant"), is subject to the following Terms and Conditions:

1. Full Force

This Agreement shall remain in full force and effect while Participant uses the AKI, Inc. Site(s), the Services, and/or is a Participant. AKI, Inc. International, Inc. may terminate your contest participation at any time, for any reason, effective immediately upon sending notice to you at the email address you provide in your Participant application or such other email address as you may subsequently provide to AKI, Inc.. Even after participation is terminated, this Agreement will remain in full force and effect, as the terms hereof are not conditioned upon participation. The Participant may terminate his/her/their contest participation at any time, for any reason, effective immediately upon sending notice to AKI, Inc. International, Inc. at contactus@AKI, Inc..com. Even after participation is terminated by the Participant, this Agreement will remain in full force and effect, as the terms hereof are not conditioned upon participation. Notwithstanding the foregoing, Participant acknowledges that once Participant Materials are integrated into a AKI, Inc. production (e.g., photos, audio files or videos integrated within an animation, promotion, video or any AKI, Inc. production, regardless of media format) the license terms for such materials shall extend in perpetuity. By using the Service and/or by becoming a Participant, even briefly, the Participant acknowledges that AKI, Inc. reserves the right to use all uploaded material, indefinitely.

2. Eligibility

Contest is open only to individuals who are legal residents of the 50 United States and the District of Columbia 18 years of age or older. The following individuals are not eligible: employees, contractors, directors and officers of AKI- AKI, Inc., AmyK International, Inc.. ("Sponsor"), JustThink!, and each of their respective parent, subsidiaries and affiliated companies, distributors, web design, advertising, fulfillment, judging and Contest agencies involved in the administration, development, fulfillment and execution of this Contest collectively, ("Contest Parties"), and the immediate family members (spouse, parent, child, sibling and spouse or "step" of each) and those living in the same households of each. Participation in the Contest is void where prohibited. By using the AKI, Inc. Services, Participant represents and warrants that all registration information submitted is truthful and accurate and Participant agrees to maintain the accuracy of such information. Participant further represents and warrants that Participant is 18 years of age or older and that Participant's use of the Services shall not violate any applicable law or regulation. Participant’s participation may be deleted without warning, if it is found that Participant is misrepresenting his/her age or any other Participant data. Registration is solely for contest participation use, and Participant shall not authorize others to use his/her registration profile information, including and personal data or email address. Participant is solely responsible for all content (including, without limitation, Participant Materials) published or displayed through Participant's upload to the AKI, Inc. sites, including any email messages, registration forms, audio or visual files.

3. Participant Conduct

Participant agrees to act responsibly in a manner demonstrating the exercise of good judgment. For example and without limitation, Participant agrees not to: (a) violate any applicable law or regulation, (b) submit any materials prohibited under Section 3(f) of this Agreement, (c) infringe the rights of any third party, including without limitation, intellectual property, privacy, publicity and/or contractual rights, (d) use the content and information available through AKI, Inc.'s Service for any unauthorized purpose, (e) interfere with or damage AKI, Inc.'s Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology, (f) use AKI, Inc.'s Service to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others, personal contact information or account numbers, or any defamatory materials of any kind, except where Participant has obtained express permission from such other person or entity in connection with any of the foregoing, (g) use AKI, Inc.'s Service in connection with the distribution of unsolicited commercial e-mail ("Spam") or advertisements, (h) "stalk" or harass any other Participant of AKI, Inc.'s Service, (i) collect or store any information about any other Participant other than in the course of the permitted use of AKI, Inc.'s Service, (j) use AKI, Inc.'s Service for any commercial purpose whatsoever (including, without limitation, to advertise, market, promote, sell or otherwise exploit any product or service), (k) sell or otherwise transfer any Participant information (e.g., Participant profiles) or other Participant's Participant Materials); or (l) assist any third party in doing any of the foregoing.

5. Privacy

AKI, Inc.'s Service is designed to allow participants to post content (e.g., videos) for public review and comment, including a voting process for this CONTEST. Accordingly, by submitting Participant Materials and/or any personal information to the AKI, Inc. Site(s), Participant thereby waives any and all privacy expectations (including the privacy expectations of any other individual who appears in the Participant Materials or otherwise) with respect to AKI, Inc.'s use of the Participant Materials. If Participant chooses not to have his/her content, picture, video, or any other personal information about themselves viewable by a global audience, Participant should not use AKI, Inc.'s Service and NOT participate in the contest. AKI, Inc. may collect certain other personal information from Participant that is not displayed on the AKI, Inc. Site(s). AKI, Inc. does not intentionally transfer this information to unaffiliated third parties without Participant's consent, however, AKI, Inc. reserves the right to transfer such information without Participant's consent to (i) prevent an emergency, (ii) protect or enforce AKI, Inc.'s rights, and/or (iii) protect or enforce the rights of a third party or in response to a court order or subpoena as otherwise required or permitted by law. AKI, Inc. also reserves the right to transfer such data to third-party service providers who help maintain the AKI, Inc. Service(s).

6. Ownership

Participant acknowledges and agrees that AKI, Inc. is, and shall at all times remain, the sole and exclusive owner of all right, title and interest (including, without limitation, copyright), in and to all uploaded material to the AKI, Inc. site. By uploading a Submission, Participant irrevocably grants AKI, Inc. International, Inc. (AKI, Inc.) and its affiliates, legal representatives, assigns, agents and licensees, the unconditional and perpetual right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, exhibit and/or otherwise use or reuse (without limitation as to when or to the number of times used), the Participant’s Submission, including, but not limited to, the recording and the performances contained therein (in each case, as submitted or as edited/modified in any way by AKI, Inc. International, Inc., in its sole discretion), as well as to use Participant’s name, likeness, photograph (collectively, "Likeness"), and/or statements regarding his/her participation in this Contest (with or without using the Participant’s name) in any and all media without limitation as to time or territory, and without additional compensation or approval from the Participant or any other party. Participant waives intellectual property rights, privacy/publicity rights or other legal or moral rights that might preclude AKI, Inc.’s use of the submission, and agrees not to sue or assert any claim against the Sponsor for the use of the Submission or Participant’s Likeness or statements. Participant agrees to indemnify and hold AKI, Inc. International, Inc., its agencies and their respective affiliates, officers, directors, agents, co-branders or other partners, and any of their employees (collectively, the "Indemnitees"), harmless from any and all claims, damages, expenses, costs (including reasonable attorneys' fees) and liabilities (including settlements), brought or asserted by any third party against any of the Indemnitees due to or arising out of the Participant’s Submission, or the Participant’s conduct in creating a Submission or otherwise in connection with this Contest, including but not limited to claims for trademark infringement, copyright infringement; violation of an individuals right of publicity or right of privacy; or defamation. Participant further agrees to release AKI, Inc. International, Inc. from any and all claims that any advertising subsequently produced, presented, and/or prepared by or on behalf of AKI, Inc. infringes Participant’s rights with regard to any elements, characters or ideas contained in any submission.

7. License

Participant hereby grants to AKI, Inc. a worldwide, royalty-free, non-exclusive license to do the following things in perpetuity:

1. to prepare and encode Participant Materials, or any portion thereof for electronic, digital and/or other transmission, manipulation and exhibition in any format and by any means now known or hereafter devised;
2. to display, copy, reproduce, create derivative works of, exhibit, publicly perform, broadcast, rebroadcast, transmit, retransmit, promote, distribute through any means (including electronic, analog and digital), and publish and/or otherwise exploit, any or all of the Participant Materials, including any portion thereof, and to include any such materials in compilations or other works, by any and all means in all media now known or hereinafter created, anywhere in the world, and for any purpose (for avoidance of doubt, the rights granted to AKI, Inc. hereunder include the rights to make Participant Materials available on AKI, Inc. Site(s), third-party websites and electronic devices);
3. to modify, adapt, change or otherwise alter and create derivative works of the Participant Materials and use the Participant Materials as described in Section 6(b); and
4. to license and/or sublicense to any third party any of the foregoing rights in the Participant Materials, or any part or element thereof, subject to the terms and conditions of this Agreement.
5. Participant hereby disclaims any and all right, title, or interest in any and all material with which Participant Materials may be combined or into which all or any portion of Participant Materials may be incorporated. As used in this Agreement, the term "Participant Materials" means Participant's content, photographs, videos, audio, comments, written work, name(s), trademarks, trade names, likenesses, biographical materials, artwork, liner notes, and other graphical or textual materials that Participant uploads, submits or otherwise provides to AKI, Inc., and any and all computer-generated images or other artwork or images that Participant submits to AKI, Inc.. Participant acknowledges and agrees that all right, title and interest (including, without limitation, copyright, trademark and other intellectual property rights) in and to any and all content, elements and materials created by or for AKI, Inc. incorporating all or any portion of the Participant Materials shall be exclusively owned and controlled by AKI, Inc.

8. Payment

Unless otherwise agreed between Participant and AKI, Inc. in a writing signed by both parties, the license granted to AKI, Inc. pursuant to this Agreement shall be royalty-free.

9. Name and likeness

Participant hereby grants to AKI, Inc.

1. a perpetual, worldwide, royalty-free, non-exclusive license to use: (i) Participant's name(s), photograph and/or likeness(es) and biographical materials; and (ii) any other individual's name, photograph and/or likeness and biographical materials, where such other individual appears in the Participant Materials, in connection with the distribution, exploitation, promotion, marketing and advertising of the Participant Materials, as described hereunder, during the Term.
2. Participant also agrees not to assert any privacy, publicity, moral or similar rights held by Participant (and to the extent any other person(s) whose name(s), photographs and/or likeness(es) and/or performances are embodied in the Participant Materials, Participant represents and warrants that it has obtained all necessary consents from such third parties consistent with the full scope of rights granted to AKI, Inc. pursuant to this agreement, and Participant agrees that such persons shall not assert of any intellectual property, privacy, publicity, contractual, moral or similar rights, or make any claims that any Participant Materials are objectionable or otherwise defamatory) under the laws of the United States and any other country in connection with the exploitation of such materials as described hereunder.

10. Third party content

The AKI, Inc. Site(s) may contain content from third parties ("Third Party Content"), either via the AKI, Inc. Service(s) or through links to third party web sites. AKI, Inc. does not control Third Party Content and makes no representations or warranties about it. Participant understands that by using the Service, he/she may be exposed to Third Party Content that is false, offensive, indecent or otherwise objectionable. Under no circumstances will AKI, Inc. be liable in any way for any Third Party Content, including, without limitation, any errors or omissions in any Third Party Content or any loss or damage of any kind incurred as a result of the use of any Third Party Content posted, stored or transmitted via the AKI, Inc. Service. Participant agrees to evaluate, and bear all risks associated with, Third Party Content, including without limitation, profiles of other Participants of our Service.

11. Proprietary rights

Participant agrees that all content and materials available on the AKI, Inc. Site(s) are protected by rights of publicity, copyright, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by AKI, Inc., Participant agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or content available on the AKI, Inc. Site(s), or otherwise use any content, copyrights, trademarks or intellectual property of AKI, Inc. in any way without AKI, Inc.'s prior, written consent. Participant also agree not to retrieve data or other content or any materials from the AKI, Inc. Site(s) to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of "bots" or otherwise. Participant agrees not to use any of AKI, Inc.'s content, names or trademarks as metatags on other web sites. Participant agrees not to display any of the AKI, Inc. Site(s) in a frame (or any of our content via in-line links) without AKI, Inc.'s express written permission.

12. Representations and warranties

Participant represents and warrants that:

1. Participant has the full right and power to enter into and perform this Agreement and to grant AKI, Inc. all rights to use the Participant Materials as contemplated in this Agreement, including, without limitation, the license grants in Sections 6 and 8;
2. Participant exclusively owns and/or controls all right, title and interest (including, without limitation, copyright) in and to the Participant Materials, and has secured all necessary third-party consents, rights, licenses and permissions, if any, required in order for Participant to enter into and perform this Agreement and to grant AKI, Inc. all rights to use the Participant Materials as contemplated in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used or otherwise incorporated into the Participant Materials);
3. the Participant Materials (and AKI, Inc.'s use thereof as contemplated under this Agreement) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party;
4. all information that Participant has provided or will provide to AKI, Inc. is true and complete;
5. the Participant Materials do not and will not violate any law, statute, ordinance or regulation;
6. the Participant Materials do not and will not: (i) be defamatory, libelous, slanderous, or threatening, (ii) contain sexually explicit content that is pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws (iii) denigrate any ethnic, racial, sexual or religious group by stereotypical depiction or otherwise, (iv) exploit images or the likeness of any individual other than Participant (except where Participant has obtained express permission from such other individual(s) for such exploitation), (v) encourage or otherwise depict glamorized drug use, (vi) make use of offensive language or images, (vii) promote physical harm of any kind against any individual or group or characterize violence as acceptable, glamorous or desirable, (viii) contain any personal contact information of Participant or any other individual, (ix) promote an illegal or unauthorized copy of another person's copyrighted work, (x) provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (xi) solicit passwords or personal identifying information for commercial or unlawful purposes from other Participants; and/or (xii) engage in any commercial activities whatsoever and/or sales without AKI, Inc.'s prior written consent;
7. the Participant Materials do not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of AKI, Inc. or any third party;
8. Participant acknowledges that Participant is solely responsible for all content submitted to the AKI, Inc. Site(s).

13. Third party payments

Participant shall be responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with the Participant Materials (including, without limitation, any such obligations that may arise from AKI, Inc.'s use of such Participant Materials as authorized herein).

14. Indemnity

Participant agrees to defend, indemnify, reimburse and hold AKI, Inc. and its parent, subsidiary and affiliated entities, and its and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney's fees, costs and expenses and court costs) arising out of or related to:

1. Participant's use of the AKI, Inc. Site(s);
2. AKI, Inc.'s use of the Participant Materials;
3. any breach or alleged breach of Participant's representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions hereof; and
4. Participant's violation or alleged or threatened violation of any laws, rules or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of Participant Materials as contemplated hereunder.

15. AKI, Inc.’s Performance

Participant acknowledges and agrees that the operation of the AKI, Inc. Site(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and AKI, Inc. shall not be responsible to Participant or others for any such interruptions, errors or problems or an outright discontinuance of the AKI, Inc. service. There are no assurances whatsoever that any of the Participant Materials or any part or element thereof shall actually be utilized on the AKI, Inc. Site or if so utilized continue to be available for any particular time. AKI, Inc. has the right, in AKI, Inc.'s sole and absolute discretion, to remove from the AKI, Inc. Site(s) at any time the Participant Materials or any part thereof and/or to revoke any sublicense granted by AKI, Inc. to any affiliate or unaffiliated third party. The AKI, Inc. Site(s) may be discontinued at any time, with or without reason and without any liability to Participant or to any third party for any modification or discontinuance of Service.

16. NO WARRANTY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AKI, INC. DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO

1. UNINTERRUPTED OR CONTINUOUS AVAILABILITY OF THE AKI, INC. SITE, AND
2. IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE AKI, INC. SITE AND ANY SERVICES PROVIDED BY AKI, INC. HEREUNDER. IN ADDITION, ALTHOUGH AKI, INC. INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE AKI, INC. SITE(S), AND WHETHER OR NOT AKI, INC. IMPLEMENTS THE AFOREMENTIONED REASONABLE PROTECTIONS, AKI, INC. DOES NOT WARRANT THAT THE AKI, INC. SITE(S), ANY PART THEREOF, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE AKI, INC. SITE(S) IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.

17. NO LIABILITY FOR THIRD PARTY USE

AKI, INC. DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE PARTICIPANT MATERIALS MADE AVAILABLE ON THE AKI, INC. WEBSITE BY THE PARTICIPANT PURSUANT TO THE TERMS OF THIS AGREEMENT. PARTICIPANT SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF PARTICIPANT MATERIALS BY A THIRD-PARTY, AND NOT FROM AKI, INC. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS PARTICIPANT MATERIALS FROM AKI, INC. (WHETHER OR NOT WITH AKI, INC.'S PERMISSION), AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED PURSUANT TO THE LICENSES GRANTED HEREUNDER, PARTICIPANT WILL SEEK REDRESS FROM THE OTHER PERSON AND NOT FROM AKI, INC., AND THAT PARTICIPANT WILL NOT HOLD AKI, INC. RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.

18. EXCLUSION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL AKI, INC., ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES), WHETHER OR NOT AKI, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE AKI, INC. SITE(S) AND/OR THE SERVICES. IN NO EVENT SHALL AKI, INC.'S TOTAL LIABILITY TO PARTICIPANT UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $250. PARTICIPANT EXPRESSLY WAIVES ANY AND ALL RIGHT TO SEEK OR OBTAIN EQUITABLE OR INJUNCTIVE RELIEF RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES AND/OR THE PARTICIPANT MATERIALS (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY USE OF THE PARTICIPANT MATERIALS BY AKI, INC.). THE PARTIES ACKNOWLEDGE AND AGREE THAT AKI, INC. HAS ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN PARTICIPANT AND AKI, INC., AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

19. Copyright and trademark notices

Participant acknowledges and agrees that AKI, Inc., the AKI, Inc. logos and characters, and the layout and design of the AKI, Inc. Site(s), among other marks that may appear on the AKI, Inc. Site(s) are trademarks of AmyK International, Inc. Other trademarks and service marks on the AKI, Inc. Site(s) may be the property of the advertisers, content partners and/or providers, or other third parties. Participant may not use any of the AKI, Inc. Marks without AKI, Inc.'s prior written permission, and Participant may not use any third-party marks without the third party's prior written permission.

20. Export controls

Software from the AKI, Inc. Site(s) (the "Software") is further subject to United States export controls. No Software may be downloaded from the AKI, Inc. Site(s) or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

21. GOVERNING LAW, JURISDICTION

THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION'S CONFLICT OF LAWS PRINCIPLES. THE SOLE VENUE AND JURISDICTION FOR DISPUTES ARISING FROM THIS AGREEMENT SHALL BE THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN ATLANTA, GEORGIA, AND PARTICIPANT AND AKI, INC. BOTH IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.

22. Assignment

AKI, Inc. shall have the right to assign this Agreement in whole or in part to any person or business entity. Participant may not assign Participant's rights or delegate Participant's obligations under this Agreement without the prior written consent of AKI, Inc.

23. Entire Agreement

This Agreement sets forth the entire understanding and agreement of Participant and AKI, Inc. as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. AKI, Inc.'s failure to act with respect to a breach by you or others does not waive AKI, Inc.'s right to act with respect to antecedent, subsequent or similar breaches.

24. Statute of limitations

Participant agrees 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 Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

25. Modification

AKI, Inc. reserves the right to amend the terms of this Agreement from time to time in its sole discretion and such modification shall be effective upon posting on the AKI, Inc. Site(s). Participant agrees to be bound to any changes to this Agreement when using the Service after any such modification is posted and the new terms of the Agreement shall govern all prior and future submissions of Participant Materials.