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Updated: December 8, 2007

Your Acceptance of this Legally Binding Agreement

IMPORTANT: BY USING OR ACCESSING THE LASTDESCEDNTS.COM WEB SITE AND THE INFORMATION, MATERIAL, PRODUCTS OR SERVICES PROVIDED THEREIN BY LAST DESCENTS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

If you do not agree with the terms and conditions of this Agreement, do not use or access the lastdescents.com web site or information, material, products or services provided therein. This Agreement is between you (“You”) and Last Descents and is effective as at the date of your first use or access of the lastdescents.com web site.

You further agree that Last Descents may change, alter, amend or replace all or any part of this Agreement at any time, that such changes, alterations, amendments or replacements shall be effective as of the time of posting. Last Descents will provide notice on the lastdescents.com web site of any material changes made to this Agreement and your continued use of the web site after the time of posting of such notice will constitute evidence of your acceptance of the changed, altered, amended or replaced Agreement. You further agree to regularly review this Agreement for such changes, alterations, amendments or replacements. If you do not agree with the changed, altered, amended or replaced Agreement, do not use or access the lastdescents.com web site or information, material, products or services provided therein.

Ownership of Content and Intellectual Property Protection

You acknowledge and agree that any and all information, material, products and services, including data, databases, graphics, text, files, software, interfaces, web pages, product names, company names, trademarks, logos and trade names contained on the lastdescents.com web site (collectively the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, are the property of Last Descents, its licensors or third parties, as indicated.

Content found on the lastdescents.com web site is protected under patent, copyright, trademark, proprietary or other intellectual property laws of the United States and other applicable jurisdictions, and any unauthorized use of such Content may violate such laws or this Agreement. Except as expressly provided herein, no license under any patents, copyright, trademark, proprietary or other intellectual property right is granted or implied by granting access to the Content.

Content may be provided by a third party (“Third Party Content”). Last Descents offers no guarantees and assumes no responsibility or liability of any type with respect to Third Party Content, including any liability resulting from incompatibility between Third Party Content and Content provided by Last Descents. You agree that you will not hold Last Descents responsible or liable with respect to Third Party Content or seek to do so.

License to Content

You are provided with a limited, personal, non-transferable, non-exclusive license to access, view, read, download and print one copy of the Content, except for Third Party Content and Content that is indicated for sale or that is indicated for distribution pursuant to a separate license agreement (the “Products”). Except as otherwise provided herein or in another written agreement with Last Descents or its Licensors, you may access, view, read, download and print the Content (excluding the Third Party Content and Products) subject to the following conditions:

You may use the Content solely for personal, informational, and internal purposes;

You may not bundle, sell, license, sublicense, export, transfer, loan, rent, lease, assign, share, outsource, host, publish, distribute, part with possession or make available to any person, the Content, or any part thereof;

You may not copy, edit, modify, adapt, create derivative works, translations, adaptations or arrangements, republish, transmit, merge, reverse engineer, decompile or disassemble the Content, or any part thereof;

You may not use the Content, or any part thereof, or output therefrom, for the direct benefit of any third party, nor shall you charge or receive, either by direct or indirect payment, or by trade of service, compensation, or fees from any third party, for the use of the Content or output therefrom;

You may not alter, remove, or destroy any proprietary markings, or confidentiality legends, or notices placed on, or contained within, the Content; or

You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Last Descents or its licensors or allow any third party to access the Content. Last Descents reserves the right to revoke the authorization to access, view, read, download and print the Content available on the web site at any time and for any reason, and any such use shall be discontinued immediately without notice from Last Descents. The rights granted to you herein constitute a license and not a transfer of title.

Collection and Use of Information About You

Last Descents may from time to time monitor your use of the lastdescents.com web site and collect, store, use and disclose information about you. See our privacy policy for specific details with respect to our collection, storage, use and disclosure of information about you. You hereby consent to such collection, storage, use and disclosure and waive any right of privacy that you may have. You may, at any time, request access to, correct and delete personal information about you stored by Last Descents by contacting Last Descents at adam@lastdescents.com.

Disclaimer of Warranties

All Content is provided “as is” without any warranties of any kind. You understand and agree that the use of the Content is at your sole risk.

LAST DESCENTS MAKES NO REPRESENTATIONS WITH RESPECT TO ANY CONTENT, INCLUDING PRODUCTS, SERVICES AND SOFTWARE AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE), INCLUDING WITHOUT LIMITATION, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, AVAILABILITY, EFFECTIVENESS, NON-INFRINGEMENT, SECURITY, PRIVACY, TITLE, USEFULNESS, SUITABILITY, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, LAST DESCENTS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) WILL BE SATISFACTORY TO YOUR NEEDS, MEET YOUR EXPECTATIONS, OR BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR FREE FROM ERRORS.

Limitation of Liability

Last Descents assumes no responsibility to you or any third party for the consequences of any inaccuracy, error or omission on the web site, regardless of cause.

LAST DESCENTS, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE LASTDESCENTS.COM WEB SITE OR ANY CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) PROVIDED THEREIN, OR ARISING OUT OF OR RELATING TO THE USE OF ANY WEB SITE LINKED HERETO, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST OPPORTUNITIES, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGE, EVEN IF LAST DESCENTS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR OF A CLAIM BY ANOTHER PARTY.

ALTHOUGH LAST DESCENTS TAKES PRECAUTIONS TO PROTECT PERSONAL AND CONFIDENTIAL INFORMATION, THERE IS NO GUARANTEE, AND LAST DESCENTS MAKES NO REPRESENTATION OR WARRANTY, THAT PERSONAL AND CONFIDENTIAL INFORMATION TRANSMITTED TO OR FROM OR STORED ON THE LASTDESCENTS.COM WEB SITE, OR TRANSMITTED OVER THE INTERNET GENERALLY, WILL BE MAINTAINED CONFIDENTIAL AND SECURE. LAST DESCENTS ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF PERSONAL OR CONFIDENTIAL INFORMATION PROVIDED BY YOU TO LAST DESCENTS, UNLESS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND LAST DESCENTS.

IN NO EVENT SHALL LAST DESCENTS, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO EVENTS BEYOND THE REASONABLE CONTROL OF LAST DESCENTS, INCLUDING VIRUSES, FAILED OR UNDELIVERED MESSAGES, THE CORRUPTION OF DATA, TRANSMISSION ERRORS, INTERNET SERVICE PROVIDERS, LINKS TO AND THIRD PARTY WEB SITES AND THIRD PARTY CONTENT (INCLUDING PRODUCTS AND SERVICES), EVEN IF LAST DESCENTS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR OF A CLAIM BY ANOTHER PARTY.

Indemnification

You agree to indemnify, defend, and hold Last Descents, its affiliates, agents, licensors, suppliers, or their respective directors or employees, harmless against any and all actions, claims, costs, damages, demands, liabilities, proceedings, expenses or loss of any kind (including legal and other fees and disbursements) sustained, incurred or paid by Last Descents arising out of the access to or use of the lastdescents.com web site or any Content (including Products and services and Third party Content) contained in or on the web site.

User Acknowledgements

You acknowledge and agree that inherent in the procurement, compiling, collecting, interpreting, reporting, communicating, delivering and inputting digitally of the Content, there will be a degree of error which cannot be avoided even with standards of quality control which exceed industry standards. You further acknowledge that Third Party Content is provided by third parties and that Last Descents cannot control such content.

Amendments to the Web Site

You agree and acknowledge that Last Descents may modify any or all of the lastdescents.com web site at any time and that the web site, including without limitation any sites associated thereto, may periodically be unavailable to you in order to allow for maintenance and updates.

Termination of this Agreement

This Agreement is effective until terminated by Last Descents, in its sole and absolute discretion. Last Descents may terminate this Agreement without notice to you and will do so if you use or attempt to use the web site or the Content therein in any manner contrary to the terms of this Agreement. Any such termination by Last Descents shall be in addition to and without prejudice to such rights and remedies as may be available to Last Descents, including the suspension or termination of your account or password and injunctive relief enjoining such acts or attempts, it being acknowledged by you that other legal remedies are inadequate.

The Ownership of Content and Intellectual Property Protection, Collection and Use of Information About You, Disclaimer of Warranties, Limitation of Liability, Indemnification, and Termination provisions of this Agreement shall survive the termination or expiry of this Agreement.

Trademark Information

The trademarks and logos (“Marks”) displayed on the lastdescents.com web site are the property of Last Descents or other third parties. You are not permitted to use the Marks without the prior written consent of Last Descents or such third party that may own the Marks. Words used in type samples are for illustrative purposes only and do not imply endorsement or ownership. If actual names, companies, bands, and song titles are used, it’s in a spirit of tribute and free advertising.

See also: Trademarks

Third Party Web Sites

This site links users to sites not maintained by Last Descents. You are advised that any use of a linked web site and any use of or reliance upon Third Party Content (including products and services) available at such sites is solely at your own risk. In providing links to the other sites, Last Descents is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites. Last Descents cannot and does not make any representations or warranties with respect to any Third Party Content (including products and services) available through these links and disclaims all liability relating to your use of or reliance upon any Third Party Content (including products and services) available at or through such sites and disclaims any opinions expressed on such web sites. Links to other web sites or references to Third Party Content (including products and services) or publications other than those of Last Descents do not imply the endorsement or approval of such web sites, Third Party Content (including products and services) or publications by Last Descents.

General Legal Terms and Conditions

No delay or failure by Last Descents to exercise any right hereunder, and no partial or single exercise thereof, shall be deemed to constitute a waiver of such right, or any other rights hereunder. Any consent by Last Descents to or any waiver of, a breach of any express or implied term of this Agreement, shall not constitute a consent to, waiver of, or excuse of any subsequent or other breach of any express or implied term of this Agreement. No waiver, alteration, or modification by Last Descents of any of the provisions of this Agreement shall be binding unless in writing signed by a duly authorized representative of Last Descents against which enforcement of such waiver, alteration, or modification is sought. If any term, covenant, or condition of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, or condition of this Agreement shall be valid, and be enforced to the fullest extent permitted by law.

International Users

The lastdescents.com web site can be accessed from countries around the world and may contain references to Content, including products and services, that are not available in your country. These references do not imply that Last Descents intends to market, promote, or distribute such Content, including products and services, in your country.

The lastdescents.com web site is controlled, operated, and administered by Last Descents from its offices within the United States of America. Last Descents makes no representation that the web site, or the Content available therein, are appropriate or available for use at other locations outside the United States, and access to the web site from countries or territories where the web site or any of its Contents are illegal is prohibited. If you access the web site from a location outside the United States, you are responsible for compliance with all local laws.

Copyright Notice

Copyright © 2007 Last Descents. All rights reserved. No part of this work may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Last Descents Incorporated.