AGREEMENT

This Agreement (hereinafter referred to as the "Agreement") explains the agreement between Semantic Communities, LLC, (SC) a New York limited liability company having its principle place of business in New York, New York "SC" InterestMatrix.com," "we," "us", "Web Site", "Site" and you "you," "your" who agree to the terms of this Agreement by clicking the "I AGREE" checkbox on the Registration form. This Agreement is made to be effective as of the date accepted by InterestMatrix.com following your execution and submission of this Agreement by clicking the "I AGREE" checkbox on the Registration form. This Agreement governs your use of the InterestMatrix.com Site (the "Web Site") and transactions conducted through this Site except payment that are conducted by PayPal. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be bound, hereby agree as follows:

CLICKING THE "I AGREE" CHECKBOX

By using the Site and clicking on the "I AGREE" checkbox on the Registration form you acknowledge your acceptance of the terms and conditions of this Agreement.

If you do not accept this Agreement, you are not authorized to use the Web Site. If you have any questions about this Agreement, please contact us at imx-privacy@semanticcommunities.com. The term "Registered Users" includes all individuals who, or entities that, have registered through the InterestMatrix.com Web Site.

YOUR RIGHTS

SC grants you a non-exclusive, non-transferable, limited right to access, use and display this Site and the materials provided hereon, and to download or print content displayed on our Site provided that you comply fully with this Agreement. The contents of the Site are only for your personal, noncommercial use.

If you are not completely satisfied with our product or services, and upon notice within 30 days of your purchase of a subscription, SC, LLC will refund the full value of your subscription.

SERVICE CHARGES AND PAYMENT

SC may charge you fees for certain products or services offered for sale through our Site. Certain Site services are available only through the purchase of a Site subscription, some of which, at your option, may be billed either monthly or once annually. A valid PayPal account or credit card is required for paying accounts. This is not required to create or use a free account. These services are billed in advance on a monthly or annually basis and payments are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. For any upgrade or downgrade in plan level, your PayPal account or credit card that you provided will automatically be charged the new rate on your next billing cycle. SC is not involved in the PayPal transaction. We do not collect credit card information you entered during PayPal transaction. We will never ask for or store your PayPal account password. SC does not deduct any commission or other service charges from these collected payments. Usage of PayPal.com and fees related to the transactions are governed by user agreements as listed on PayPal.com.

All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and You will be responsible for payment of all such taxes, fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or license of the Software and performance of the Services hereunder.

In order to provide you with uninterrupted service, most of our online Subscription-Based Services renew automatically at the end of the applicable subscription period at the rate then in effect. As explained below, SC through PayPal will automatically charge your payment card for an auto-renewing subscription unless you cancel your subscription by going to your "My Account" page, logging in with your username and password, and then selecting "cancel subscription" which will redirect you to the PayPal web site, where you can finish your cancellation. Log in to your PayPal account and go to the "History" sub-tab of the "My Account" tab. Choose "Subscriptions" from the pull-down "Show" menu and press the "Submit" button. Choose the subscription, and click on its "Status." You will be taken to a Transaction Details page from which you may cancel your subscription. Canceling your subscription will immediately stop all future scheduled payments for this subscription.

The InterestMartix.com provides you only with links to the PayPal web site and is not responsible for cancellation of your subscription. You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel at any time, but you will remain liable for all charges accrued up to that time, including full monthly charges for the month which you discontinued service. You will not be charged again.

You agree to pay, using a valid payment card which SC accepts, all fees and charges, including applicable taxes, you have through your account, including the monthly or annual subscription charges to access the Subscription-Based Services. SC reserves the right to increase fees and surcharges, including fees for Subscription-Based Services, or to institute new fees at any time, upon reasonable notice posted in advance on this Site or sent to you based on contact information you provide in your "My Account" page. Notwithstanding the foregoing, if you purchase a Subscription-Based Service on an annual basis, your rate remains in effect throughout the subscription year, and is subject to increase only for subsequent subscription years. If you purchase a Subscription-Based Service on a monthly basis, the rate for that Subscription-Based service is subject to change at any time for subsequent months, effective upon prior notice to you.

Unless you take action to cancel your auto-renewing subscription through one of the methods described above, SC will automatically charge your payment card listed in your account to renew your Subscription-Based Services.

Without prejudice to any other rights that SC may have, SC reserves the right and sole discretion to change, limit, terminate, modify at any time, temporarily or permanently cease to provide the SC Web Site or any part thereof to any user or group of users, without prior notice and for any reason or no reason. In the event you or SC terminate this Agreement, you must immediately stop using the InterestMartix.com web site. SC reserves the right to modify, suspend, or terminate your account at any time for any reason without notice or refund.

CHANGES TO AGREEMENT

SC reserves the right, from time to time, to amend or change this Agreement (including any of the policies which may be applicable to your use of the InterestMartix.com Web Site) by posting such revisions to the InterestMartix.com Web Site. You agree to visit this web site periodically to be aware of and review any such revisions. Changes to this Agreement shall be effective upon posting. By continuing to use the InterestMartix.com Web Site after revisions are in posted, you accept the revisions and agree to abide by them.

COPYRIGHT AND TRADEMARKS

All materials on the InterestMartix.com Web Site, including without limitation text, images, software, audio and video clips, databases, user product reviews and ratings, Subscription-Based Services and other InterestMartix.com Web Site services and products (collectively, the "Content") are owned or controlled by Semantic Communities, LLC or the party credited as the provider of the Content. The respective owner retains all right, title, and interest in and to its Content. The InterestMartix.com Web Site and Content are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws.

You may not download, display, reproduce, create derivative works from, transmit, sell, distribute, or in any way exploit the InterestMartix.com Web Site or any portion thereof, including without limitation our product reviews and ratings and those product reviews and ratings posted by other subscribers, for any public and/or commercial use without the prior written permission of SC.

You agree not to use any trademarks, service marks, names, logos, or other identifiers of SC or its employees, licensors, independent contractors, providers and affiliates (collectively, "Affiliates") without the prior written permission of SC or the relevant Affiliate.

InterestMartix and other related marks used, and amended from time to time, on this site are registered trademarks of Semantic Communities, LLC.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Semantic Communities, LLC and InterestMatrix.com its affiliates and its Content Providers from and against any and all claims, liabilities, losses, costs (including, but not limited to, reasonable attorneys' fees), and/or damages of any kind arising from or relating to: (i) your use of the Web Site; (ii) your breach of this Agreement; and (iii) any messages, information, or materials uploaded, posted, published, or transmitted by you in connection with the Web Site.

NO WARRANTY

SC (AND ITS THIRD PARTY SUPPLIERS AND LICENSORS) PROVIDE THE SC WEB SITE ON AN "AS IS," AS AVAILABLE, BASIS, WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, NON-INTERFERENCE, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, OR THOSE WARRANTIES WHICH MAY ARISE BY COURSE OF DEALING, OR COURSE OF TRADE. ALSO, THERE IS NO WARRANTY OF LACK OF VIRUSES OR OTHER DISABLING CODE OR CONDITION, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. THE ENTIRE RISK ARISING OUT OF THE USE, QUALITY, ACCURACY, EFFORT, OR PERFORMANCE OF THE SC WEB SITE IS WITH YOU. IN ADDITION, SC DOES NOT WARRANT THE SECURITY OF THE SC WEB SITE OR, INFORMATION, SOFTWARE, CONTENT, AND FEATURES AVAILABLE THROUGH IT WILL BE UNINTERRUPTED, ERROR-FREE, PROVIDED PROPERLY OR COMPLETELY, OR BE AVAILABLE 24 HOURS PER DAY, 7 DAYS PER WEEK. SC IN ITS DISCRETION MAY PROVIDE SUPPORT FOR THE SC WEB SITE.

LIMITATION OF LIABILITY

IN NO EVENT WILL SC BE LIABLE TO ANY PARTY FOR (i) ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) OR ANY OTHER DAMAGES ARISING IN ANY WAY FROM OR IN CONNECTION WITH THE AVAILABILITY, USE, RELIANCE ON, PERFORMANCE OF THE SC WEB SITE, PROVISION OF OR FAILURE TO PROVIDE THE SC WEB SITE, LOSS OF DATA, YOUR ACCESS OR INABILITY TO ACCESS OR USE THE SC WEB SITE OR YOUR USE AND RELIANCE ON INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THE SC WEB SITE, INCLUDING VIRUSES ALLEGED TO HAVE BEEN OBTAINED, OR INVASION OF PRIVACY FROM OR THROUGH THE SC WEB SITE, EVEN IF SC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE; OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER DYSFUNCTION IN, OR DESTRUCTIVE PROPERTIES OF, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SC WEB SITE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH STATES OR JURISDICTIONS, VOL'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

THIRD PARTY WEB SITES, LINKS, AND INFORMATION

The Web Site may contain information, products, and services provided by third parties and links (including advertisements) to web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of this Web Site. SC does not control this information or these products, services, or web sites. SC does not make any representations or warranties, express or implied, regarding this information or these products, services, or web sites and shall not be liable for any information or services received from them. Inclusion of any of the foregoing in this Web Site does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with SC with respect to any third party, any third party's web site or its content, or any information, products, or services provided by a third party.

GOVERNING LAW

The construction, validity and performance of the Terms are exclusively governed by the laws of the State of New York, USA, without giving effect to any principles or conflicts of law the parties submit to the exclusive jurisdiction of the United States District Court located in New York, New York. If any portion or provision of the Terms are held by a court of competent jurisdiction to be invalid or unenforceable such holding shall not affect any other provisions or portions hereof, and the Terms shall be construed as if the invalidated or unenforceable provision had not been contained.

IN WITNESS WHEREOF, by clicking the "I AGREE" checkbox on the "Registration Page," you agree to the terms of this Agreement and the parties hereto have caused this Agreement to be executed as of the Effective Date.