Terms and Conditions of Use

MoxieQ Media, Inc. ("MQM") maintains the MoxieQ mobile and PC websites (the "Website") as an entertainment and social networking site with a gay sensibility, featuring original, syndicated and user-generated content formatted for mobile phones and the PC. By providing certain demographic information and registering as a user ("User"), or by otherwise using the Website, you agree to comply with and be bound by the following terms and conditions (this "Agreement"), which we may change at any time by posting notice on the Website. PLEASE READ THIS AGREEMENT CAREFULLY, AND PLEASE CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. If you do not agree to these terms and conditions, please do not use the Website.

1. Registration.

If you register as a User, you represent and warrant to MQM that: (i) you are of legal age to form a binding contract; (ii) you will provide MQM with accurate, current and complete registration information; and (iii) your registration and your use of the Website is not prohibited by law. MQM reserves the right to suspend or terminate your registration, or your access to this Website, in the event that you breach any term of this Agreement.

2. Minors.

This Website is not directed at users under the age of 13. If you are under the age of 13, you are not permitted to register as a User or send any information about yourself to us.

3. Ownership of Materials on the Website.

All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content of the Website, excluding any User Content (as defined below) (collectively, the "Site Content") are proprietary to us or to third parties. All software used on the Website is proprietary to us or to third parties, and any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other reduction of such software to human-readable form is prohibited.

The marks "MoxieQ" and "Nudge ?Em" are unregistered trademarks of MQM or its affiliates, and they may not be used in connection with any service or products other than those provided by MQM, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits MQM. Any use of such marks, or any others displayed on the Website, will inure solely to the benefit of their respective owners.

4. Your Registration and User Content.

The information you submit to us as part of your registration, and any photographs, text, graphics, video, and other material that you submit or post to MQM ("User Content") remain your property, and MQM does not claim any ownership of the copyright or other proprietary rights in such information and User Content. Notwithstanding the foregoing, you agree that MQM may use such demographic information and User Content as reasonably necessary for, or incidental to, its operation of the Website and as described in these Terms and the MoxieQ Privacy Policy, and you grant MQM the non-exclusive, worldwide, transferable, perpetual, irrevocable right to publish, distribute, publicly display and perform the User Content on the Website. You acknowledge that third parties will gain access to your User Content through the Website, and MQM shall in no event be liable to you for any use or misuse of your User Content by any third party.

5. License to Use the Website.

MQM authorizes you to view, download, print, copy and use the Site Content for your personal, non-commercial purposes. Any displays or print outs of the Site Content must be marked "© MQM, Inc. 2008. All rights reserved.", and you may not remove any copyright, trademark or other proprietary notices that have been placed in the Site Content. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Site Content, or any portion of the Site Content, is strictly prohibited without the prior written permission of MQM.

You agree, and represent and warrant, that your use of the Website and the Site Content, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Website, the Site Content or your use of them, and you will be solely responsible for your own individual violations of any of them.

6. Forums, Chat Spaces and Blogs.

A number of locations on the Website, such as the chat area and blogs, offer opportunities for sharing information with others (the "Interactive Features"). MQM does not edit or control User Content that you and other users post to or distribute through the Interactive Features, and will not be in any way responsible or liable for User Content. MQM does not vet or control the Users or other individuals that use the Website or Interactive Features. MQM shall not be liable for any loss or damage that any person may suffer as a result of using Interactive Features. All users use the Interactive Features at their own risk. Users should exercise caution in interacting with unknown persons that they meet using the Interactive Features in the same way that they would exercise caution in the physical world.

No user of any Interactive Feature shall:

(a) Use a Interactive Feature in violation of, or in connection with any violation of, any local, state, national or international laws;

(b) Impersonate any person or entity, or forge or manipulate headers to disguise the origin of any User Content;

(c) Except as otherwise permitted by this Agreement, harvest or otherwise collect information about others, including email addresses, without their consent;

(d) Post any material more than once or "spam"; or

(e) Engage in any other conduct that restricts or inhibits any other person from using or enjoying any Interactive Feature, User Content, or the Website, or which, in MQM?s sole judgment , exposes MQM or any officer, director, employee or agent of MQM (each an "MQM Affiliate") to any liability or detriment of any type.

7. Website Restrictions.

No user of this Website shall submit, upload to, distribute through or otherwise post to the Website (including any Interactive Feature) any material that:

(a) Is libelous, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or that encourages a criminal offense;

(b) Contains any advertising, promotional, solicitation or other commercial material;

(c) Contains material from other copyrighted works without the written consent of the owner of such copyrighted material, other than reasonable excerpts permitted under the copyright doctrine of fair use;

(d) Infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party;

(e) Contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material?s readers or others; or

(f) Contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.

MQM reserves the right (but is not obligated) to do any or all of the following:

(g) record User Content;

(h) Investigate an allegation that User Content or User registration information does not conform to the terms and conditions of this Agreement;

(i) remove User Content or User registration iInformation that is abusive, illegal or disruptive, or that otherwise fails to conform with the terms and conditions of this Agreement;

(j) monitor, edit or disclose any User Content or User registration information; or

(k) edit or delete any User Content or User registration information, regardless of whether such content violates any terms and conditions of this Agreement.

MQM and MQM Affiliates have no liability or responsibility to users of the Website or any other person or entity for performance or nonperformance of the aforementioned activities.

8. Links to Third Party Website Are Not Endorsements.

The Website may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by MQM. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.

9. Website Ideas Submitted to MQM.

10. Warranty Disclaimers and Limitations of Liability.

MQM and MQM Affiliates make no representations or warranties of any kind regarding the Website, the Site Content or the User Content. The Website, Site Content and User Content are provided in "AS IS" condition, and MQM and MQM Affiliates EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE WEBSITE, THE SITE CONTENT AND USER CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE WEBSITE, THE SITE CONTENT AND USER CONTENT, AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE WEBSITE OR THE SITE CONTENT. No advice or information, whether oral or written, obtained by you from MQM, any of MQM Affiliates or through the Website, Site Content or User Contentwill create any warranty not expressly stated herein.

YOU USE THE WEBSITE, THE SITE CONTENT AND USER CONTENT AT YOUR OWN RISK, AND NEITHER MQM NOR MQM AFFILIATES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, USE OR OTHER EXPLOITATION.

UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM MQM OR MQM AFFILIATES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE WEBSITE, SITE CONTENT OR USER CONTENT, EVEN IF MQM OR MQM AFFILIATES HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

11. Link to the Privacy Policy.

MQM is concerned about user privacy and operates the Website under the PRIVACY POLICY published at [Add link]. We urge you to read this policy now and, because the policy is updated from time to time, later at your convenience.

12. Applicable Law and Jurisdiction; Compliance.

You and MQM agree that all matters arising from or relating to the use and operation of the Website will be governed by the substantive laws of the State of New York, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the Website will be heard and resolved in the federal and state courts located in New York City, New York. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts. If you choose to gain access to the Website from locations other than New York, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Website or Site Content in violation of U.S. export laws or regulations.

13. Miscellaneous Provisions.

No delay or omission by MQM in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by MQM of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, "including" means "including but not limited to." If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and MQM regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. In the event of any conflict between this Agreement and the summary of this Agreement available from the mobile version of the Website, this Agreement shall prevail. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a "signing" for all purposes.

Effective Date of Terms: March 28th, 2009