Last Modified: January 31, 2008

Welcome to FreshBrain!

FreshBrain, Inc. ("FreshBrain", "we" or "us") provides the FreshBrain website (the "Site") through which users can participate in an online community dedicated to enhancing the education and development of teenagers in the areas of business and technology and engage in and carry out projects and activities to explore the same ("Services"). Please read the following terms and conditions carefully. These Terms and Conditions of Use ("Terms of Use") are a legal agreement between you and FreshBrain and apply to you whether you are a visitor to the Site or a "FreshBrain Member" (either a user who has registered with us and created a FreshBrain account ("FreshBrain Registered Member"), or a user who has created a FreshBrain account after receiving an invitation from FreshBrain to participate in certain areas of the Site ("FreshBrain Invited Member").

YOU UNDERSTAND THAT BY CLICKING THE "I AGREE" BUTTON, BY USING THE SITE, SERVICES OR YOUR FRESHBRAIN ACCOUNT OR BY POSTING OR SUBMITTING A MEMBER SUBMISSION (DEFINED BELOW) TO FRESHBRAIN, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE. IF YOU AGREE TO THESE TERMS OF USE ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS OF USE AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT THAT "YOU" AND "YOUR" REFER HERIN TO THAT BUSINESS.

REGISTRATION. In order to access certain features of the Site and Services, and to post Member Submissions, you must create a FreshBrain account and become a FreshBrain Member. Some additional Site features are accessible only to FreshBrain Invited Members. To become a FreshBrain Member you must be at least 13 years of age. When you register, you will be asked to choose a username and a password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions. You will immediately notify FreshBrain of any unauthorized use of your password. You agree that the information that you provide to us upon registration, and at all other times will be true, accurate, current and complete.

If you become a FreshBrain Member you consent to the use of: (a) electronic means to complete these Terms of Use and to provide you with any notices given pursuant to these Terms of Use; and (b) electronic records to store information related to these Terms of Use, your use of the Site and Services or your submission of Member Submissions.

INTERACTIONS WITH OTHER FRESHBRAIN MEMBERS & ADVISORS.

• FreshBrain provides the Site and Services as a medium for FreshBrain Members to learn about the business world and explore technology. You are solely responsible for your interactions (including any disputes) with other FreshBrain Members and any volunteers that may advise and assist you with projects and activities via your use of the Site and Services ("Advisors").
• You understand that FreshBrain does not in any way screen FreshBrain Members or review or police: (i) statements made by FreshBrain Members in their Member Submissions or the Member Submissions in general; or (ii) statements made by Advisors or any information an Advisor may provide via the Site or Services.
• You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and Services and disclosing personal information to other FreshBrain Members or Advisors. You agree to take reasonable precautions in all interactions with other FreshBrain Members, particularly if you decide to meet a FreshBrain Member offline or in person. Meeting with an Advisor offline is strictly prohibited.
• Your use of the Site, Services, FreshBrain Content and Member Submissions is at your sole risk and discretion and FreshBrain hereby disclaims any and all liability to you or any third party relating thereto.
• You agree not to harass, threaten, intimidate, bully, stalk, or invade the privacy of any individual in connection with your use of the Site or Services, whether or not an individual is a FreshBrain Member; and you further agree not to advocate such activities or to encourage others to engage in any such activities.

ACKNOWLEDGMENT OF LIMITATIONS OF BETA RELEASE / TEST VERSION. You acknowledge that: (a) the Site and Services have not been thoroughly tested; (b) the Site and Services may not operate properly, be in final form or fully functional; (c) the Site and Services may contain errors, design flaws or other problems; (d) it may not be possible to make the Site and Services fully functional; (e) use of the Site and Services may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; and (f) FreshBrain has no obligation to release a fully functional version of the Site or Services. You assume all risk arising from use of the Site and Services, including, without limitation, the risk of damage to your computer system or the corruption or loss of data.

MODIFICATION OF THE SITE TERMS OF USE. FreshBrain reserves the right, in its sole discretion, to modify, discontinue or terminate the Site and Services, or modify these Terms of Use at any time. If we modify these Terms of Use we will give you notice of such modifications. If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Site and Services. By continuing to use the Site or Services following any posting of modified Terms of Use or policies on the Site, you accept and agree to be bound by the modified Terms of Use or policies.

TERMINATION OR CANCELLATION OF THE SITE OR SERVICES. We may immediately terminate or suspend your access to the Site and Services or remove any material (including Member Submissions) from the Site or our servers in the event that you breach these Terms of Use. Notwithstanding the foregoing, we also reserve the right to terminate the Site, Services or your access thereto at any time and for any reason. After such a termination, you understand and acknowledge that we will have no further obligation to provide the Services. Upon termination, all licenses and other rights granted to you by these Terms of Use will immediately cease. FreshBrain not be liable to you or any third party for termination of the Site or Services or termination of your use of the Site or Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING MEMBER SUBMISSIONS) THAT YOU HAVE SUBMITTED TO FRESHBRAIN OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, FreshBrain will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.

You may terminate your FreshBrain account at any time and for any reason by sending an email to webmaster@FreshBrain.org. Upon any termination by a FreshBrain Member, the related account will no longer be accessible.

Any suspension, termination or cancellation will not affect your obligations to FreshBrain under these Terms of Use (including, without limitation, the rights granted by you to FreshBrain, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation. The rights granted under these Terms of Use by you to FreshBrain in your Member Submission are perpetual and irrevocable and will remain in place after termination of these Terms of Use.

CONTENT AND MEMBER SUBMISSIONS. Certain types of content are made available through the Site. "FreshBrain Content" as used in these Terms of Use means, collectively, the text, data, graphics, images, FreshBrain's trademarks and other content and information made available through the Site, excluding Member Submissions. "Member Submissions" as used in these Terms of Use means, collectively, the text, data, communications, messages, comments, graphics, images, audio or video files, photos, and other content and information which FreshBrain Members post, upload and otherwise submit to the Site and information provided in FreshBrain Member created profiles or in connection with a project or activity engaged in via the Site or Services. FRESHBRAIN reserves the right to remove and permanently delete any FRESHBRAIN Content oR Member Submissions from the Site or its servers without notice.

RIGHTS AND RESPONSIBILITIES IN CONTENT AND MEMBER SUBMISSIONS.

License Grant. FreshBrain does not claim ownership rights in your Member Submissions. However, by uploading, posting, submitting or otherwise transmitting any Member Submission on the Site or to FreshBrain, you hereby grant to FreshBrain a worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, distribute, perform, prepare derivative works from and display such Member Submissions on the Site and in promotional materials and to provide the Services.
You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to FreshBrain.

We may operate sweepstakes, contests and similar promotions (collectively, "Promotions") through the Site. You should carefully review the rules (e.g., the "Official Rules") of each Promotion in which you participate through the Site, as they may contain additional important information about FreshBrain's rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion. To the extent that the terms and conditions of such Official Rules conflict with these Terms of Use, the terms and conditions of such Official Rules shall control.

You may access and use the Site, Services and FreshBrain Content for your own personal, non-commercial use. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, FreshBrain Content, Member Submissions or related services and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, FreshBrain Content or Member Submissions (other than your Member Submissions subject to the terms and conditions herein). FreshBrain and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Site and FreshBrain Content contained therein, other than your Member Submissions.

Limitations. You acknowledge and agree that FreshBrain may, at its option, establish limits concerning Member Submissions, including, without limitation, the maximum number of days that Member Submissions will remain on the Site, the maximum size of any files that may be stored on or uploaded to the Site and the maximum disk space that will be allotted for the storage of Member Submissions on FreshBrain's servers. FreshBrain will have no responsibility or liability for and you are solely responsible for creating back-ups of your Member Submissions.

Disclaimer. FreshBrain does not have any obligation to monitor the Member Submissions that are uploaded, posted, submitted or otherwise transmitted using the Site or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Member Submissions or anything said, depicted or written by FreshBrain Members. FreshBrain does not endorse any Member Submission or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against FreshBrain with respect thereto.

COPYRIGHT & INTELLECTUAL PROPERTY POLICY: NO UNAUTHORIZED USE. You will not use the Site or Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works, trademarks or service marks or otherwise violates or promotes the violation of the intellectual property rights of any third party. FreshBrain has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the intellectual property or proprietary rights of others. Please see the FreshBrain Copyright & Intellectual Property Policy for further information.

YOUR OBLIGATIONS IN USING THE SITE AND SERVICES. The Site and Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site or Services:

• Upload, post, submit or otherwise transmit: (i) any Member Submission to which you do not have the lawful right to use, copy, distribute, transmit and display (including any Member Submission that would violate any confidentiality or fiduciary obligations that you might have with respect to the Member Submission); (ii) any Member Submission for which you do not have the consent or permission of each identifiable person in the Member Submission to use the name, signature, photograph or likeness of each such person (to the extent each is implicated by the Member Submission) and such consent or permission is necessary; or (iii) any Member Submission that infringes the intellectual property rights or violates the privacy rights of any third party (including, without limitation, copyright, trademark or other intellectual property right, or moral right or right of publicity);
• Upload, post, submit or otherwise transmit, via the Site or Services, any Member Submissions (including screen names) that are unlawful, harmful, threatening, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent, or constitute hate speech or are otherwise objectionable in the opinion of FreshBrain. Prohibited content includes, without limitation, content related to bestiality, rape, incest or that constitutes child pornography or child erotica. FreshBrain reserves the right to delete or remove any Member Submissions that are otherwise objectionable in the sole discretion or opinion of FreshBrain. FreshBrain will take all appropriate steps with Member Submissions that FreshBrain believes violate applicable laws;
• Upload, post, submit or otherwise transmit, via the Site or Services solicitations for employees, consultants, or contractors for participation on other websites;
• Circumvent, disable or otherwise interfere with security-related features of the Site, or features that prevent or restrict use or copying of any FreshBrain Content;
• Upload, post, submit or otherwise transmit any Member Submissions that contain software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy or limit the functionality of any computer software, or (ii) interfere with the access of any FreshBrain Member, host or network, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the Site;
• Impersonate or misrepresent your affiliation with any person or entity, whether through pretexting or some other form of social engineering or otherwise, or otherwise commit fraud;
• Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available at the Site, servers or networks connected to the Site or the technical delivery systems of FreshBrain's providers, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
• Attempt to probe, scan or test the vulnerability of any FreshBrain system network, or breach or impair or circumvent any security or authentication measures protecting the Site or Services; attempt to gain unauthorized access to any FreshBrain account information, computer systems or networks associated with the Site; or attempt to obtain any information or materials relating to the Site through any means not intentionally made available through the Site;
• Use the Site or Services to provide or promote any product or services to provide any product or services related to claiming success with or offering information regarding lottery numbers or for purposes of multi-level marketing proposals (for example, offering to help participants "get rich quickly" or "make money surfing the Web") or use the Site or Services to promote bonus items, giveaways, random drawings, prizes, contests or games of chance;
• Use the Site or Services in any manner not permitted by these Terms of Use; or
• Encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Use.

DISCLAIMER. BY USING THE SITE OR SERVICES OR SUBMITTING A MEMBER SUBMISSION YOU AGREE THAT FRESHBRAIN IS NOT RESPONSIBLE, AND WILL IN NO EVENT BE HELD LIABLE, FOR ANY: (A) LOST, ILLEGIBLE, MISDIRECTED, DAMAGED OR INCOMPLETE MEMBER SUBMISSIONS; (B) COMPUTER OR NETWORK MALFUNCTION OR ERROR; (C) COMMUNICATION DISRUPTION OR OTHER DISRUPTIONS RELATED TO INTERNET TRAFFIC, A VIRUS, BUG, OR WORM OR NON-AUTHORIZED INTERVENTION; OR (D) DAMAGE CAUSED BY A CMPUTER VIRUS OR OTHERWISE FROM YOUR ACCESS TO THE SITE OR SERVICES. THE SITE, SERVICES, FRESHBRAIN CONTENT AND MEMBER SUBMISSIONS ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. FRESHBRAIN AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, FRESHBRAIN CONTENT AND MEMBER SUBMISSIONS, WHETHER THE PROVISION OF SERVICES OR YOUR SUBMISSION OF A MEMBER SUBMISSION WILL PRODUCE ANY LEVEL OF PROFIT OR BUSINESS FOR YOU OR LEAD TO ECONOMIC BENEFIT, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, FRESHBRAIN MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE OR SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUTION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL FRESHBRAIN OR SUPPLIERS TO FRESHBRAIN BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE, SERVICES, FRESHBRAIN CONTENT AND MEMBER SUBMISSIONS OR YOUR SUBMISSION THEREOF, INCLUDING, WITHOUT LIMITATION, INJURY OR DAMAGES RESULTING FROM THE CONDUCT OF ANY FRESHBRAIN MEMBER OR ADVISOR, ONLINE OR OFFLINE, WHETHER OR NOT FRESHBRAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FRESHBRAIN AND ITS SUPPLIERS' AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THESE TERMS OF USE WILL NOT EXCEED $50. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION. You agree to defend, indemnify, and hold FreshBrain, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to or use of the Site, Services, FreshBrain Content and Member Submissions; (ii) your violation of these Terms of Use; (iii) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that one of your Member Submissions caused damage to a third party or infringed or violated any third party intellectual property right, publicity, confidentiality, property or privacy right.

FEEDBACK. Your feedback is welcomed and encouraged. You may submit feedback by emailing us at webmaster@freshbrain.org. You agree, however, that: (i) by submitting unsolicited ideas to FreshBrain or any of its employees or representatives, you automatically forfeit your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to FreshBrain or any of its employees or representatives automatically become the property of FreshBrain. You hereby assign and agree to assign all right, title and interest you have in such feedback and ideas to FreshBrain together with all intellectual property rights therein.

GENERAL

No Assignment. You will not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of FreshBrain. Any purported assignment or delegation by you without the appropriate prior written consent of FreshBrain will be null and void. FreshBrain may assign these Terms of Use or any rights hereunder without your consent.

Relationship of the Parties. For purposes of these Terms of Use, including if you become a FreshBrain Member and create an account you are not an employee or agent of FreshBrain, and you will not represent that you are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Use, including, without limitation, any expenses associated with the implementation of these Terms of Use.

Governing Law. These Terms of Use and the relationship between you and FreshBrain will be governed by the laws of the State of California without regard to its conflict of law provisions. You and FreshBrain agree to submit to the personal and exclusive jurisdiction of the courts located in San Francisco County, California.

Severability and Waiver. In the event that any provision in these Terms of Use are held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of FreshBrain to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision

Force Majeure. FreshBrain will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to FreshBrain infrastructure or connectivity to the Internet, or failure at FreshBrain co-location facility, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, FreshBrain will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues

Entire Agreement. These Terms of Use and all policies and supplementary agreements referenced herein or elsewhere on the Site are the entire and exclusive agreement between FreshBrain and you regarding the Site, Services, FreshBrain Content and Member Submissions and supersede and replace any prior agreements between FreshBrain and you regarding any of the foregoing.

Notice. Any notice or other communication to be given hereunder will be in writing and given: (a) by FreshBrain via email (in each case to the address that you provide); (b) a posting on the Site; or (c) by you via email to webmaster@freshbrain.org or to such other addresses as FreshBrain may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

Questions. If you have questions about these Terms of Use or would like to request a copy of these Terms of Use or any other records relating to these Terms of Use of your use of the Site and Services, please contact FreshBrain at webmaster@freshbrain.org or by sending a written request to FreshBrain, Inc. atFreshBrain, Inc., 1744 E. Doxey Street, Ogden, Utah 84403.