This terms of use agreement (hereinafter referred to as the "Agreement") sets forth the contractual agreement between eMayLi.com (referred to herein collectively as "eMayLi," "eMayLi.com," "Web Site," "Website," "we," "us," "our") and you (referred to herein collectively as "user," "registered user," "you," "your," "customer," "member") who agrees to the terms of this agreement by signing up a user account.

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 service@emayli.com. The term "Registered Users" includes all individuals or entities who have registered through the eMayLi.com Web Site.

1. Background

eMayLi.com provides an online communication platform for companies and web designers. Anyone can suggest any company to be listed on the site. Once a company is approved and listed, registered designers can start submitting their redesigns of the company’s current web site. Designers showcase their talent and creativities through such submissions. Companies enjoy free mockup redesigns of their current web sites. We believe this is a more efficient and effective approach than most companies' current web design practices.

2. Protection of Copyrights and Trademarks

The content on the eMayLi.com website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Website Content") and the trademarks, service marks and logos contained therein, are owned by or licensed to eMayLi, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You may not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any of the Website Content in any way for any public or commercial purpose without prior written consent of eMayLi or the rights holder. You may not use the Website Content on any other website or in a networked computer environment for any purpose except your own personal viewing.

3. User Account & Website Access

A.  In order to access useful features of the Web Site, you will have to register a user account. You may never use other user’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify eMayLi immediately of any breach of security or unauthorized use of your account. Although eMayLi will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of eMayLi or others due to such unauthorized use.

B.  You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., to access the eMayLi.com website with the exception of public search engines whom eMayLi grants permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. eMayLi reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Web Site, nor to use the communication systems provided by the Web Site for any commercial solicitation purposes that is not through the normal operation of the Web Site. You agree not to solicit privately, for commercial purposes, any users of the Web Site with respect to their User Submissions.

C. You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs, cancelbots or denial-of-service attacks, to damage or interfere with the proper working of the Web Site or any transaction being conducted on our site, or to surreptitiously intercept or expropriate any system, data or personal information from the Web Site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.

4. Mandatory Communications

eMayLi.com uses a registered member’s email address for administrative purposes relating to our service (such as notification of new account creation, notification of forgotten password, notification of change of password or email address, payment processing notification, or other customer services).

5. User Submissions

A.  At eMayLi, registered designers submit redesigns for any listed company on the site. In submitting a redesign, a designer typically uploads file(s) (User Submissions) that relate to the redesign. Other activities that might involve user uploading files (User Submissions) include blogs, forums, suggesting companies, and advertising on the site. eMayLi.com uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of all User Submissions. However, please note that this is not a guarantee that such User Submissions may not be accessed, disclosed, altered, or destroyed by unintended intruders.

B.   In connection with your User Submissions, you affirm and/or warrant that: (i) You own or have the necessary licenses, rights, consents, and permissions to use and authorize eMayLi.com to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all your User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use; (ii) If you are a designer, you grant the rights to use any of your redesigns to the companies that the redesigns are submitted for.

C.  In connection with your User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit the material to eMayLi.com; (ii) submit and/or publish falsehoods or misrepresentations that could damage eMayLi or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) impersonate another person. eMayLi does not endorse any User Submissions or any opinion, recommendation, or advice expressed therein, and eMayLi expressly disclaims any and all liability in connection with User Submissions. eMayLi does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and eMayLi will remove all Content and User Submissions if properly notified that such Content or User Submissions infringes on another's intellectual property rights. eMayLi reserves the right to remove Content and User Submissions without prior notice. eMayLi also reserves the right to terminate a user's access to its Website, if the user is determined to be an infringer. eMayLi also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material.

D.  You understand that when using the eMayLi Website, you will be exposed to some types of User Submissions no matter you are a designer, a company, or just a site visitor, and that eMayLi is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against eMayLi with respect thereto, and agree to indemnify and hold eMayLi, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

6. Privacy and Confidentiality

A.  Your use of the Website and the services provided therein is governed by the terms of this Agreement and the eMayLi.com Privacy Policy, which is incorporated in its entirety by reference into this Agreement. The Privacy Policy is posted on the website and may be updated or revised from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the Website and to terminate this Agreement. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties, upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

B.  Any login identification and password, and any authorization codes or similar verification identifiers should be maintained by you as confidential and should not be disclosed to third parties. It is your responsibility to change your password and/or registered email address, if it becomes necessary, through the "My Account" section of the Website.

7. Warranties

A.  WHILE EMAYLI MAKES REASONABLE EFFORTS TO PROVIDE ITS SERVICES WITHOUT ERRORS OR INACCURACIES ON OUR WEBSITE, WE MAKE NO REPRESENTATIONS AS TO THE ACCURACY, COMPLETENESS, ERROR FREE NATURE OF SERVICES/MATERIAL ON THE WEBSITE, OR TIMELINESS OF THOSE MATERIALS/SERVICES, AND YOU SHOULD NOT RELY UPON IT.

B.  THE SERVICES PROVIDED BY EMAYLI ARE "AS IS," "WHERE IS."  EMAYLI DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES TO BE PROVIDED BY EMAYLI UNDER THIS AGREEMENT.

C.  IN ADDITION, EMAYLI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE RELIABILITY, IDENTITY, OR QUALITY OF ANY USER OR THIRD PARTY YOU MAY ENCOUNTER ON OUR WEBSITE, NOR DOES EMAYLI MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OF ANY POSTINGS MADE ON THE WEBSITE BY ANY USER. 

D.  EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT AND/OR FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT.

8. Limitation of Liability

YOU AGREE TO USE THIS WEBSITE, ANY OR ALL OF OUR SERVICES PROVIDED ON IT, OR LINKS FROM OUR WEBSITE AT YOUR OWN RISK.  EMAYLI.COM IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS WHATSOEVER THAT YOU MAY INCUR BY USING OUR SERVICES OR ANY MATERIAL FROM OUR WEBSITE. UNDER NO CIRCUMSTANCES, SHALL EMAYLI.COM OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING EMAYLI.COM SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES OR LOST PROFITS OR DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE EMAYLI.COM SERVICES, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO EMAYLI.COM RECORDS, PROGRAMS OR SERVICES, OR LOSSES OR DAMAGES INCURRED BY YOU FROM VISITING THIRD PARTY WEBSITES THAT YOU ACCESS THROUGH OUR WEBSITE, EVEN IF EMAYLI.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. 

9. Indemnity

You agree that you shall indemnify, defend and hold harmless eMayLi.com and its officers, directors, employees, agents, owners and shareholders from and against any costs, expenses (including, among other expenses, reasonable attorneys' fees and expenses), losses, damages (specifically including, but not limited to, incidental, consequential, exemplary, special, indirect or punitive damages), suits, claims or liabilities incurred and arising from or relating to your use of eMayLi services.

10. Changes and Updates to Terms of Use

This Terms of Use may be revised periodically and this will be reflected by the "effective date" below. Please revisit this page to stay aware of any changes. Your continued use of the eMayLi.com Website constitutes your agreement to this Terms of Use and any future revisions.

11. Date Last Modified

This Terms of Use was last modified on January 10, 2008.