As of August 25, 2007

Welcome to our website. PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. The following 'Terms of Use Agreement' ("Agreement") govern use of www.All SmackTalk.com website (the "Site") which is operated and maintained by All Smack Talk ("All Smack Talk," "we," "us" or "our"). For the purposes of this Agreement, if the user is not an individual, then "you" will include the user's company, its officers, employees, members, agents, successors and assigns. This Agreement also incorporates by reference the terms of All Smack Talk's Privacy Policy. BY PRESSING THE "I ACCEPT" BUTTON OR ACCESSING THE SITE, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. We reserve the right, in our discretion, to change or modify this Agreement from time to time and at any time, and without actual notice to you. All such changes to this Agreement will be effective immediately upon posting by All Smack Talk to the Site. Your use of our Site will constitute your binding acceptance of this Agreement, including any changes or modifications made by us, whether or not you have reviewed them. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, OR ANY POSTED GUIDELINES OR RULES, THEN PLEASE DO NOT USE THIS SITE.

The Site is maintained for your convenient access to information about our company, products and services, as well as links, news and other items of interest in the sports industry. In addition, in certain instances, users with account information can order products online. IF AT ANY TIME THE TERMS OF THIS AGREEMENT ARE NO LONGER ACCEPTABLE TO YOU, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE SITE.

CONTENT

You acknowledge that the Site contains information, text, code and software, photographs, audio and video clips, graphics, scripts, links, interactive features and other material (collectively, the "Content") that are protected by our copyright, trademark or other proprietary rights of All Smack Talk or third parties. All Smack Talk.com "are either registered trademarks, trademarks, tradenames, service marks, or otherwise protected property of All Smack Talk and may not be used, copied or imitated without our prior written consent. You agree to comply with any copyright notices, information, or restrictions contained in any Content available on or accessed through the Site.

Content on the Site is provided to you "AS IS". You may download or copy any Content owned by us for your own personal, noncommercial use, provided that you maintain all copyright and other notices contained on such Content. If you have any question as to whether we own certain Content contained on our Site, do not download or copy it without first contacting us (e.g., Content that appears to have been uploaded by a third party should not be copied or downloaded by you). You may not copy, use, download, modify, publish, transmit, transfer or sell, license, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, without the prior written consent of the owner thereof, except as expressly permitted in this Agreement or under applicable law. Content consisting of downloadable software may not be reverse engineered unless specifically authorized by the owner of the software's patent and/or copyright.

The Site may contain links to websites that are unrelated to us and are owned and operated by third parties (the "third-party sites"). These links are provided solely as a convenience to you and do not constitute an endorsement by All Smack Talk or imply that All Smack Talk sponsors, is affiliated or associated with or otherwise recommends, certifies or endorses the third-party sites. We are not responsible for the contents of, or any products or services offered on, any third-party sites.

VISITOR CONDUCT/DISPUTES

Statements, messages, text, files, images, photos, videos, or other materials ("Materials") posted by visitors to the Site, whether on profiles, message boards, blogs or in other formats, are the sole responsibility of the visitor who posted such Materials and reflect the opinions of the visitor who has posted them and not of All Smack Talk. Although we discourage the use of any Site functionality, including profiles, message boards and blogs, for anything other than lawful and constructive discourse, we cannot effectively monitor all Materials posted by visitors on our Site and, therefore, make no representation and warranty with respect to the veracity, reliability or completeness of any such Materials. Accordingly, your reliance on any such Materials shall be at your own risk.

Without limiting anything set out above, All Smack Talk assumes no responsibility for monitoring the Site for inappropriate Materials or conduct. If, at any time, we choose, in our sole discretion, to monitor the Site, we nonetheless assume no responsibility for the Materials, no obligation to modify or remove any inappropriate Materials and no responsibility for the conduct of the visitor submitting any such Materials; however, All Smack Talk does reserve the right to remove any Materials that it determines, in its sole discretion, violates this Agreement or is otherwise unacceptable or inappropriate. The visitor shall remain responsible for any and all Materials he or she posts.

As a general rule, as set out in our Site's Privacy Policy, no personally identifiable information is automatically collected from users of our Site. If All Smack Talk does decide to change its policies, it will post such changes in accordance with this Agreement and/or its Privacy Policy. Please keep in mind, however, that whenever you voluntarily disclose personal information online - for example, on your personal profile, message boards, through e-mail, or in blogs - that information can be collected and used by others, as set forth in the privacy policy. In short, if you post personal information online that is accessible to other members, we cannot control the other members' use of that information.

Each visitor to the Site is solely responsible for his or her interactions with other visitors. All Smack Talk reserves the right, but has no obligation, to monitor disputes between visitors.

All Smack Talk specifically prohibits, and by your use of the Site, you expressly agree not to engage in, the following conduct: the deletion or alteration of any Materials posted on our Site by All Smack Talk or a third party; the taking of any action that imposes an unreasonable or disproportionately large load on our Site infrastructure; using the Site directory information to post or transmit any unsolicited advertising, promotional materials, junk mail, spam, chain letters, telephone calls or other solicitations; and printing or otherwise copying or using any personally identifiable information about Site visitors or members for purposes other than contacting such visitors or members for industry-related inquiries.

COPYRIGHT/INTELLECTUAL PROPERTY POLICY

All Smack Talk respects the intellectual property of others, and we ask our users to do the same. All Smack Talk may, in appropriate circumstances and at its discretion, disable and/or terminate accounts of users who may be infringing the intellectual property rights of others; however, All Smack Talk has no responsibility for content on other websites that you may find or access when using All Smack Talk's products or services. Material available on or through other websites may be protected by copyright and the intellectual property laws of the United States and/or other countries. The terms of use of those web sites, and not the terms and conditions of this Agreement, govern your use of that material.

It is All Smack Talk's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of All Smack Talk and/or others.

Notice for Claims of Intellectual Property Violations and Agent for Notice

If you believe in good faith that any Materials on our Site infringe on your copyright, you (or your agent) may send us a notice requesting that we remove or block access to the infringing material that includes the following information:

1. an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

2. identification of the copyrighted work or other intellectual property that you claim has been infringed upon;

3. a description of where the material that you claim is infringing is located on the AllSmackTalk.com Site, with sufficient detail that we may find it on the web site;

4. your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

6. information, if possible, sufficient to permit All Smack Talk to notify the owner/administrator of the allegedly infringing webpage or other content; and

7. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

If you believe in good faith that someone has wrongfully filed a notice of copyright infringement against you, the Digital Millenium Copyright Act (the "DMCA") permits you to send us a counter-notice. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA; see www.loc.gov/copyright. Notices and counter-notices should be sent to our Copyright Agent:

By mail:
All Smack Talk
3853 Longridge Ave.
Sherman Oaks, CA 91423
Attn: Ken Miller

By phone:
805-550-3158
By fax:
212-xxx-xxxx

By email:
info@allsmacktalk.com

Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.

PERMISSIONS

If you are seeking permission to use All Smack Talk trademarks, logos, service marks, trade dress, slogans, screen shots, copyrighted designs, or other brand features, please contact the site administrator.

REGISTRATION OBLIGATIONS

You need not register in order to use our Site; however, in order to access most features of the Site, you will have to register and create an account to obtain a Username and Password. You may never use another's account without permission.

You may obtain a Username and Password by completing (or, if under the 13 years of age, having a parent or guardian complete) the form located on our Site. Submission of the form will signify your agreement that (a) all information provided in the form is complete, correct and accurate; (b) you will honor all charges incurred by you on your account; and (c) you will keep your Username and Password confidential and notify us within 24 hours of any unauthorized use of your account, or other breach of security. Once you have registered, you are responsible for the maintaining the security of your Username and Password and for updating your registration information as necessary. All Username and/or Password changes will be confirmed by a confirmation e-mail or via U.S. mail, at the user's request. We have the right to rely on any information you provide to us and shall have no liability for any such reliance. You are solely responsible for any and all use of your account. Without limiting the foregoing, we reserve the right to terminate your account without prior notice if your account information contains any untruthful or inaccurate information. Our collection and use of all information submitted in connection with registration is subject to the terms of our Privacy Policy at AllSmackTalk.com

If applicable, All Smack Talk will establish specific rules and terms for participation in each contest, sweepstake and/or special event and will post this information on our Site. We will not knowingly collect personal information from visitors under thirteen (13) years of age for activities on our Site without the consent of that individual's parent or guardian. Upon discovery of the participation of a person under thirteen (13) years of age in such activities, his or her registration or participation will be canceled immediately and all personal information will be deleted from our files.

SECURITY

From time to time, we will use techniques designed to identify fraudulent activities, including, without limitation, credit card fraud. You agree to cooperate with such efforts as we may, in our sole discretion, deem necessary to identify attempted fraud. You further agree that if, for any reason, you or others acting on your behalf are suspected of fraud or other breach of this Agreement, we may, in our sole discretion, declare you to be in breach of this Agreement, suspend or terminate your use of the Site, and/or seek prosecution to the fullest extent of the law.

TERMINATION

We reserve the right, in our sole discretion, to restrict, suspend or terminate your access to all or any part of the Site at any time for any reason without prior notice or liability. We may change, suspend, discontinue or disable all or any aspect of our Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.

DISCLAIMER

You agree that your use and browsing of our Site is at your own risk. If you are dissatisfied with the Site or any Content, or with any of the terms and conditions of this Agreement, your sole and exclusive remedy is to discontinue accessing and using the Site. ALL SMACK TALK DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES ALL SMACK TALK WARRANT THAT ANY DEFECTS IN THE SITE OR INACCURACIES IN THE CONTENT WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, THE SITE AND ALL OF THE CONTENT ARE PROVIDED TO YOU "AS IS". NEITHER WE, NOR OUR AFFILIATES, SUBSIDIARIES AND/OR RELATED ENTITIES, THIRD PARTY CONTENT PROVIDERS AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS AND ASSIGNS WARRANT, EITHER EXPRESSLY OR BY IMPLICATION, THE ACCURACY OF ANY MATERIALS OR INFORMATION PROVIDED ON THE SITE OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE, ANY CONTENT OR, IF APPLICABLE, ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH USE OF THE SITE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE ARE ASSUMED SOLELY BY YOU. Where applicable law does not allow for the exclusions of implied warranties, the forgoing exclusions may not apply.

ALTHOUGH THE INFORMATION PROVIDED TO VISITORS ON THIS SITE IS OBTAINED OR COMPILED FROM SOURCES WE BELIEVE TO BE RELIABLE, ALL SMACK TALK CANNOT AND DOES NOT GUARANTEE THE ACCURACY, VALIDITY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION OR DATA MADE AVAILABLE TO VISITORS OR ITS SUITABILITY FOR ANY PARTICULAR PURPOSE. NEITHER ALL SMACK TALK, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS AND ASSIGNS, OPERATIONAL OR PROMOTIONAL PROVIDERS, PROGRAM PRODUCERS OR SPONSORS ARE LIABLE OR SHALL HAVE RESPONSIBILITY OF ANY KIND TO ANY VISITOR FOR ANY LOSS OR DAMAGE THAT A VISITOR INCURS IN THE EVENT OF (I) ANY FAILURE OR INTERRUPTION OF THIS SITE; (II) ANY ACT OR OMISSION OF ANY THIRD PARTY INVOLVED IN MAKING THIS SITE OR THE DATA CONTAINED HEREIN AVAILABLE TO VISITORS; (III) ANY OTHER CAUSE RELATING TO A VISITOR'S ACCESS OR USE, OR INABILITY TO ACCESS OR USE, ANY PORTION OF THIS SITE OR MATERIALS ON THIS SITE; (IV) ANY VISITOR'S INTERACTION OR SUBMISSIONS ON THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, MESSAGE POSTINGS; OR (V) FROM ANY VISITOR'S FAILURE TO COMPLY WITH THIS AGREEMENT, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ALL SMACK TALK OR OF ANY VENDOR PROVIDING SOFTWARE, SERVICES OR SUPPORT. IN NO EVENT WILL ALL SMACK TALK, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY VISITOR FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR ANY OTHER LOSS OR DAMAGES OF ANY KIND EVEN IF ALL SMACK TALK, ITS AFFILIATES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. PLEASE BE ADVISED THAT ONCE YOU LEAVE OUR WEBSITE, YOUR USE OF THE INTERNET WILL BE GOVERNED BY THE TERMS OF USAGE AGREEMENTS AND PRIVACY POLICIES, IF ANY, OF THE PARTICULAR SITE THAT YOU ARE ACCESSING, INCLUDING THOSE OF OUR OPERATIONAL PROVIDERS, ADVERTISERS, SPONSORS, AND PROMOTIONAL PARTNERS. ALL SMACK TALK, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS AND ASSIGNS WILL NOT BE RESPONSIBLE OR LIABLE FOR THE CONTENT, ACTIVITIES, OR PRIVACY PRACTICES OF THE OTHER SITES, OR ANY LOSS OR DAMAGE THAT COULD RESULT FROM LEAVING OUR WEBSITE.

You specifically acknowledge and agree that All Smack Talk and its officers, directors, employees, agents, contractors, successors and assigns are not liable for any defamatory, offensive or illegal conduct of any user. In addition, while All Smack Talk intends to take reasonable steps to prevent the introduction of viruses or other destructive materials to the Site, we do not warrant, guarantee or make any representations that the Site, or any Content available for downloading on the Site, will be free of viruses or destructive materials and we shall not be liable for any viruses or other destructive materials that may infect your computer equipment or other property on account of your access to, use of, or browsing in the Site or the server that makes it available, or your downloading of any Content from the Site.

We will not be responsible for delays or failures in performing any obligations under the terms of this Agreement, whether or not due to any cause beyond our reasonable control.

ALL SMACK TALK'S LIABILITY

All Smack Talk acts as a venue for users to post comments about their favorite team as well as their rivals. All Smack Talk is not involved in the actual transaction between any team sports or their affiliates. As a result, All Smack Talk has no control over the quality, safety or legality of the comments posted or profiles submitted the truth or accuracy of any comments, videos, profiles or Materials on AllSmackTalk.com.

All Smack Talk provides a venue for individuals to comment on sports and All Smack Talk does not screen or censor the profiles or Materials on All Smack Talk.com. As a result, All Smack Talk has no control over the accuracy, reliability, completeness, or timeliness of the profiles or Materials submitted on All Smack Talk.biz and makes no representations about any profile or Materials on the Site.

In addition, note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers or people acting under false pretenses. Because user authentication on the Internet is difficult, All Smack Talk cannot and does not confirm that each member is who they claim to be. You assume all risks associated with dealing with the users with whom you come in contact. We expect that you will use caution and common sense when using All Smack Talk.com.

You acknowledge and agree that you are solely responsible for the form, content and accuracy of any profile or Materials contained therein submitted by you on the Site.

All Smack Talk cannot guarantee and does not promise any specific results from use of AllSmackTalk.com. No advice or information, whether oral or written, obtained by a member from All Smack Talk or through or from AllSmackTalk.com shall create any warranty not expressly stated herein.

INDEMNITY

You agree to defend, indemnify, and hold harmless All Smack Talk, its subsidiaries, affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any Materials you submit, post, transmit or otherwise make available through the Site, (ii) your use of the Site, or (iii) your breach of the terms of this Agreement.

RESTRICTIONS ON USE OF MATERIAL

Except as expressly permitted, you agree not to use the Site for sale, trade or other commercial purposes, and, you may not modify, copy, publish, display, transmit, adapt or in any way exploit the Content of the Site. Only if you obtain prior written consent from us -- and from all other entities with an interest in the relevant intellectual property -- may you publish, display or commercially exploit any material from the Site. To seek our permission, you may write to us at the address provided below. If permission is granted by All Smack Talk and by all other entities with an interest in the relevant intellectual property, you may not change or delete any author attribution, trademark, legend or copyright notice.

You must abide by all additional copyright notices and other restrictions contained on the Site.

UNSOLICITED MATERIALS

Although comments and questions are welcome, in operating this site, All Smack Talk does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through its Site or All Smack Talk mail and e-mail addresses, or in any other way. Any information or material submitted or sent to us, will be deemed not to be confidential or secret. By submitting or sending information or other material to us, you represent and warrant that the information is original to you and that no other party has any rights to the material. Accordingly, any unsolicited material will become and remain the property of All Smack Talk.

USER'S GRANT OF LIMITED LICENSE

By communicating with All Smack Talk, including submitting or sending Materials or other information or material to the Site, you grant All Smack Talk the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, transfer, sell, distribute, transmit, perform and display such Materials (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such Materials, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material or other communication to All Smack Talk. You also warrant that any "moral rights" in posted Materials have been waived.

For the avoidance of doubt, you irrevocably grant to us the royalty-free, unrestricted, world-wide, perpetual, non-exclusive and fully sub-licensable right to exploit your image, photo, likeness, videos, in whole or in part, and any other Materials you post on the Site or submit to us in connection with any and all publicity and advertising for and promotion of the Site and All Smack Talk, and in connection with All Smack Talk's exercise of any other rights granted hereunder as All Smack Talk determines in its sole discretion. You hereby release All Smack Talk from and against any and all claims, damages or liabilities arising from or relating to the use of such Materials, image, photo, likeness, and videos as set forth in this Agreement.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL SMACK TALK, OUR AFFILIATES, SUBSIDIARIES AND/OR RELATED ENTITIES, AND ANY THIRD PARTY CONTENT PROVIDERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS AND ASSIGNS, ARE NOT LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, OR INABILITY TO ACCESS OR USE THIS SITE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, HOWEVER SUCH DAMAGE IS CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER WE, OUR AFFILIATES, SUBSIDIARIES AND/OR RELATED ENTITIES, ANY THIRD PARTY CONTENT PROVIDER, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS AND ASSIGNS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT YOU TRANSMIT, INTRODUCE, OR OTHERWISE CAUSE ANY TECHNICAL DISRUPTION OF THE SITE OR THE SERVICES TRANSMITTING THE SITE TO YOU, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES AND COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) ARISING FROM ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES BASED UPON SUCH TECHNICAL DISRUPTIONS. "TECHNICAL DISRUPTION" INCLUDES DISTRIBUTION OF UNSOLICITED ADVERTISING OR CHAIN LETTERS, PROPAGATION OF COMPUTER WORMS, VIRUSES OR OTHER HARMFUL CODE, AND/OR USING THE SITE TO MAKE UNAUTHORIZED ENTRY TO ANY OTHER MACHINE ACCESSIBLE VIA THE SITE. YOU ARE FURTHER SOLELY RESPONSIBLE FOR THE CONTENT OF ANY TRANSMISSIONS USING THE SITE AND AGREE NOT TO UPLOAD, POST OR OTHERWISE MAKE AVAILABLE ON THE SITE ANY MATERIAL PROTECTED BY A PROPRIETARY RIGHT OF A THIRD PARTY WITHOUT FIRST OBTAINING THE EXPRESS PERMISSION OF THE OWNER OF SUCH PROPRIETARY RIGHT. YOU SHALL BE SOLELY LIABLE FOR ANY DAMAGES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF INFRINGEMENT OF PROPRIETARY RIGHTS OR ANY OTHER HARM ARISING FROM THE UPLOADING, POSTING OR OTHER SUBMISSION OF MATERIALS BY YOU.

GOVERNING LAW

The terms of this Agreement shall be construed in accordance with the internal laws of the State of California without regard to its conflict of laws, and you and we irrevocably consent, in connection with any action to enforce this Agreement, to the jurisdiction of the federal and state courts located in Los Angeles, California.