TERMS AND CONDITIONS OF USE

Welcome to Indie Advance (also referred to as “Indie Advance.com,” the “Indie Advance Site” or the “Website”). Indie Advance is a partnership between Tom Callahan and Associates, Inc., and Virtoren, Inc. Please read these terms and conditions of use (also known as “Terms of Service” or “TOS”) before using this web site. By continuing to access or use this Website or any service on this Website, you signify YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE.

1. User Acceptance and Consent to Terms and Conditions of Service: By using or registering for the services offered on the Indie Advance Site (the “Indie Advance Service”), user(s) (the "User(s)") agrees that he/she is at least thirteen (13) years of age and agrees that he/she will be legally bound and abide by the terms, conditions, and notices set forth or referenced. Additionally, User represents and warrants that User has read and has agreed to be bound by the TOS. If User does not agree to the TOS, User should not use the Indie Advance Service. Indie Advance.com expressly rejects any terms and conditions proposed by User which are, in addition to, or which conflict with these Terms of Service, and thereby, the additional terms shall have no force or effect. Indie Advance.com reserves the right to change the TOS from time to time at its sole discretion. Thus, User should review the Terms of Service periodically for changes. User’s continued use of the Indie Advance Service, following the posting of any changes to the TOS, constitutes acceptance of those changes.

2. Registration; Security: In consideration for User’s use of Indie Advance Service, User expressly agrees to: (a) provide true, accurate, current and complete personal information as prompted by the Indie Advance Service’s registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If User provides any information that is untrue, inaccurate, not current or incomplete or Indie Advance.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Indie Advance.com has the right to suspend or terminate User’s registration and refuse any and all current or future use of the Indie Advance Service. As part of the registration creation process necessary to obtain access to portions of the Indie Advance Service, User may be asked to select a subscriber identification ID and a password. User shall not: (a) select a subscriber ID already used by another person; (b) use a subscriber ID in which another person has rights without such person's authorization; and/or (c) use a subscriber ID or password that Indie Advance, in its sole discretion, deems offensive or inappropriate. User shall be solely responsible for maintaining the confidentiality of the password and account, and agrees to immediately notify Indie Advance of any known or suspected unauthorized use(s) of User’s password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of User’s use of the Website, in Indie Advance’s sole discretion, and Indie Advance may refer User to appropriate law enforcement agencies if necessary.

3. Licenses; Permitted Use: User expressly agrees and warrants that User is the only person authorized, in accordance with, and pursuant to, the TOS, to visit, view, and utilize the Website and that User shall not sell, duplicate, download, publish, modify, display, publicly perform, distribute or otherwise use the Indie Advance Service for any purpose other than to submit personal information to register on the Website unless any additional action is specifically authorized by Indie Advance. User also agrees not to link or deep-link to the Indie Advance Website for any purpose, unless specifically authorized by Indie Advance to do so. By accessing the Website, User acquires absolutely no rights or licenses in or to the Indie Advance Service and materials contained therein other than the limited right to utilize the Indie Advance Service in accordance with the TOS. If User violates any part of the TOS, the permission to use the Indie Advance Service automatically terminates.

4. Rules of User Conduct: User expressly agrees that User shall not upload, or otherwise distribute or facilitate any content that includes text, communications, software, images, sounds, data or other information that: is patently offensive, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise violates Indie Advance’s TOS; victimizes, harasses, degrades or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; infringes on any patent, trademark, trade secret, copyright, right of publicity or other proprietary right of any party; constitutes unauthorized or unsolicited advertising; contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; impersonates any person or entity, including any employee, agent, or a representative of Indie Advance or any person or entity or falsely states or otherwise misrepresents User’s affiliation with a person or entity; harms minors in any way; and intentionally or unintentionally violates any applicable local, state, federal or international law. User further agrees that User shall not use any robot, spider, other automatic device or manual process to monitor or copy the web pages of the Website or the content contained thereon or for any other unauthorized purpose without Indie Advance’s prior expressed written permission. User agrees that User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Indie Advance Site. Additionally, User agrees that User will not take any action that imposes an unreasonable or disproportionately large load on the Indie Advance infrastructure. User understands that the technical processing and transmission of the Indie Advance Service may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

5. Representations and Warranties: User represents warrants and covenants that: (a) User is thirteen (13) years old or older; (b) User has the power and authority to enter into this agreement; (c) User shall not use any rights granted hereunder for any unlawful purpose; (d) User shall not upload any content that infringes on any patent, trademark, trade secret, copyright, right of publicity or other proprietary right of any party; and (e) User shall utilize the Indie Advance Service only as set forth in the TOS.

6. Disclaimer Of Warranties; Limitation of Liability: USER AGREES THAT HIS/HER USE OF THE INDIE ADVANCE SERVICE IS AT USER’S SOLE RISK AND ACKNOWLEDGES THAT THE INDIE ADVANCE SERVICE AND ANYTHING CONTAINED THEREIN OR AVAILABLE THROUGH, INCLUDING BUT NOT LIMITED TO, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” FOR USER’S USE, AND THAT INDIE ADVANCE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THESE ITEMS, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR USE. INDIE ADVANCE, TOM CALLAHAN AND ASSOCIATES, INC., VIRTOREN, INC., AND THEIR AFFILIATES, SUBSIDIARIES, AND LICENSORS DO NOT WARRANT THAT THE INDIE ADVANCE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THIS WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE INDIE ADVANCE SERVICE IS FREE OF VIRUSES, WORMS OR “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS, AND THEY ARE NOT LIABLE, JOINTLY OR SEVERALLY, FOR ANY DAMAGE A USER MAY SUFFER AS A RESULT OF ANY SUCH DESTRUCTIVE FEATURE. IF SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THE EXCLUSIONS MAY NOT APPLY TO USER.

Moreover, User agrees that Indie Advance, its suppliers and its third-party agents shall specifically have no responsibility or liability for: (a) any injury or damages, whether caused by the negligence of Indie Advance, its holding company Virtoren, Inc., its employees, subcontractors, agents, suppliers or otherwise arising in connection with the Indie Advance Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages or any claim against Indie Advance by any other party; or (b) any fault, inaccuracy, omission, delay or any other failure in the Indie Advance Service caused by User’s computer equipment or arising from User’s use of the Website or the Indie Advance Service on such equipment.

7. Privacy Policy: By using or registering for the services offered on the Indie Advance Site, User agrees to be legally bound and abide by the terms, conditions, and notices of the privacy statement (the “Privacy Statement”). Questions regarding this statement should be directed to Indie Advance through one of the feedback forms the User may find on the Website, or by sending a notice by email to info@indieadvance.com; Attention: Director of Online Privacy Policy. The information gathered by Indie Advance falls only into two categories: (1) information voluntarily supplied by its Users to the Website and (2) tracking information gathered as the Users navigate through the site. Indie Advance’s web servers automatically collect limited information about the connection of the User’s computer to the Internet, including its IP address (a number that informs the computers that are attached to the Internet know where to send the User data, but it does not identify the User personally) and the dates and times that the User visits the Web site. All information gathered on the Website is stored within an Indie Advance-controlled database accessible only to Indie Advance and its agents. However, Indie Advance cannot guarantee absolutely the security of its database and cannot guarantee that information the User supplies will not be intercepted while being transmitted to Indie Advance over the Internet.

8. Indemnification: User agrees to defend, indemnify and hold harmless Indie Advance, Tom Callahan & Associates, Virtoren, Inc., and their subsidiaries, affiliates, officers, directors, contractors, agents, suppliers, co-branders or other partners, and employees, from any and all liabilities, claims, expenses or demands, including reasonable attorneys' fees, made by any third party due to or arising from User’s use or misuse of or his or her connection to the Indie Advance Service; or from User’s violation of the TOS; and User agrees to pay any and all costs, damages and expenses, including but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.

9. International Use: Indie Advance makes no representation that materials on the Website are appropriate, legal or available for use in locations outside the United States or that it is authorized for export from the United States or import into any other country. The Indie Advance Site is not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use is contrary to local law or regulation. Those individuals who choose to access this Website from other locations access on their own initiative and should observe any such laws or regulations and consult a professional if in doubt as to the meaning of any part of the content and services of this Website and the Indie Advance Services. User is solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction outside of the United States from which User may access the Website.

10. General Information: The TOS and the relationship between User and Indie Advance shall be governed by the laws of the State of California without regard to its conflict of law provisions. User and Indie Advance agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Los Angeles County, California.

EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING BETWEEN THE PARTIES, WHETHER UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE. THE AGREEMENT OF EACH PARTY TO WAIVE ITS RIGHT TO A JURY TRIAL WILL BE BINDING ON ITS SUCCESSORS AND ASSIGNS.

The failure of Indie Advance to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agrees that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. User 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 the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect or significance. User accepts that Indie Advance has the right to change the content, service or technical specification of any aspect of the Indie Advance Service at any time in Indie Advance’s sole discretion. User further accepts that such changes may result in User’s being unable to access the Indie Advance Service.

11. Termination: In accordance herewith, Indie Advance may terminate the TOS by discontinuing use of the Indie Advance Service and destroying all materials obtained therefrom. User’s use of the Indie Advance Service shall terminate immediately without notice from Indie Advance if User, in Indie Advance’s sole discretion, fails to comply with any provision of the TOS. Upon notice of termination by Indie Advance, User must immediately cease all use of the Indie Advance Service. User agrees and acknowledges that Indie Advance will have no obligation to retain any content that User has uploaded to the Indie Advance Site.

12. Entire Agreement: This TOS and any and all other terms and conditions of service on Indie Advance.com represents and constitutes the entire agreement between User and Indie Advance regarding User’s relationship with Indie Advance; supersedes any prior statements or representations; and governs User’s use of the Indie Advance Service.