AGREEMENT FOR USE OF YourLiveVideo.com^TM SERVICES

This Agreement for Use of YourLiveVideo.com^TM (YourLiveVideo.com) Services (“Agreement”) is made by and between you (“Customer”) and YourLiveVideo.com whereupon this Agreement shall become effective and binding upon selecting the “I Accept”

1.             The service.

1.1          Description.  This Agreement provides the terms under which YourLiveVideo.com makes available services to present a live broadcast of deposition testimony over the Intenet (the “Service”).  The Service may include encryption of the broadcast using Microsoft Digital Rights Management technology and further includes any new features made available by YourLiveVideo.com to Customer

1.2          Operation; Implementation.  YourLiveVideo.com agrees to (i) operate the Service as a hosted on-line service; (ii) assign Customer a unique digital key for a single computer valid for only a single deposition for a calendar day; (iii) require each Authorized User to enter a user name and a password before being given access to the Service; and (iv) implement the Service as soon as practicable after the Effective Date. 

2.             CUSTOMER’S RESPONSIBILITIES.

2.1          Access.  Customer agrees to:  (i) obtain access to the World Wide Web to use the Service; (ii) complete the registration, implementation and set-up process as required by YourLiveVideo.com to access the Service; (iii) register and assign each Authorized User with a user name and password; (iv) Customer acknowledges and agrees that it is entirely responsible for maintaining the confidentiality of any passwords and account information required for access to the Service, and for all acts that occur under the assigned passwords or in connection with Customer’s account, and that it shall immediately notify YourLiveVideo.com of any unauthorized use of Customer’s account, breach of security, or loss or theft of user names and passwords, and (v) be authorized under any protective order covering the law suit in which the Service is covering. 

2.2          Restrictions.  Customer agrees:  (i) that use of the Service is limited solely to Customer (ii) to adhere to policies and procedures issued by YourLiveVideo.com from time to time governing Customer’s use of the Service including, but not limited to, online conduct; and (iii) to abide by all applicable local, state, national, and international laws, regulations, rules and decisions (including, without limitation, rules of court, local rules, and administrative rules and decisions).  Customer further agrees not to:  (a) disassemble, reverse engineer, decompile, modify or translate any software or application files enabling the Service (“YourLiveVideo.com Software”); (b) modify, lease, rent, sell, resell, sublicense, transfer or assign the Service; (c) use the Service for any commercial purpose or for commercial time sharing, rental, service bureau or outsourcing environment or as an application service provider; (d) use the Software as a component or a base for products or services prepared for commercial sale, sublicense, lease, access, or distribution; or (e) use the Service for any purpose that is not contemplated or is prohibited by this Agreement.

2.3          confidentiality.  Customer acknowledges and agrees that it is entirely responsible and liable for maintaining the confidentiality of the deposition testimony as required in the governing protective order.  YourLiveVideo.com maintains the security of the deposition testimony through the use of firewalls, software encryption and passwords. However, Customer acknowledges that, despite these precautions, it is possible for Customer’s account to be accessed by unauthorized third parties via communications between Customer and YourLiveVideo.com using the Internet, other network communications facilities, telephone, or any other electronic means, and Customer agrees that YourLiveVideo.com shall not be responsible or liable for such unauthorized access

3.             ownership

All rights, title and interest in and to the Service, YourLiveVideo.com Software, Feedback and all related programs, computer source code, technology, information, files and other materials, including but not limited to know-how, methodologies, and processes, and derivative works thereof and intellectual property and proprietary rights therein, are and will remain the sole and exclusive property of YourLiveVideo.com [or its licensors]. No rights or implied licenses in such intellectual property are granted to Customer by this Agreement or Customer’s use of the Service.

4.       limited WARRANTY; disclaimer of warranty.

4.1          Warranties.  Each party represents and warrants that (i) it has the legal right to enter into this Agreement, and perform its obligations hereunder; and (ii) the performance of its obligations under this Agreement will not violate any applicable U.S. laws or regulations, or cause a breach of any agreements with any third parties.  Customer further represents and warrants that Customer and its Authorized Users will not make any representations or warranties about the Service to Authorized Users or any third party other than those authorized by YourLiveVideo.com, and that Customer and its Authorized Users will provide accurate, reliable and complete Data.  In the event of YourLiveVideo.com’s breach of its warranties set forth in this Section 4.1, Customer’s sole remedy is a refund of the fee paid for the Service.

4.2          Disclaimer of Warranty.  Except for the express warranties set forth in Section  4.1, YourLiveVideo.com provides the Service on an "as is" and “as available” basis, and Customer's use of the Service is at its own risk.  YourLiveVideo.com does not make, and hereby disclaims, any and all other express and implied warranties, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and noninfringement.  YourLiveVideo.com does not warrant that the operation of the Service will be uninterrupted, error-free or completely secure, that defects in the operation of the Service will be corrected, or that the Service will meet the Requirements of Customer.

4.3          Disclaimer of Actions Caused by or Under the Control of Third Parties.  YourLiveVideo.com does not and cannot control the flow of the deposition testimony to or from Cart’s network and other portions of the Internet.  Such flow depends in large part on the performance of Internet services provided or controlled by third parties.  At times, actions or inactions of such third parties can impair or disrupt Customer’s connections to the Internet (or portions thereof). YourLiveVideo.com agrees to use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events.  However, YourLiveVideo.com cannot guarantee that such events will not occur.  Accordingly, YourLiveVideo.com disclaims any and all liability resulting from or related to such events.

4.4          Disclaimer of Other Causes.  YourLiveVideo.com shall have no responsibility for errors in the Service due to (i) failure of computer hardware, equipment or software not provided by YourLiveVideo.com; or (ii) accident, neglect, misuse, failure of electric power, adverse environmental conditions, catastrophe, improper use, or negligence of Customer.

5.             INDEMNITY.  Customer will defend, indemnify and hold harmless YourLiveVideo.com and its employees, officers, directors, representatives, agents, contractors and affiliates against any claim, action, liability, loss, suit, demand, or proceeding brought against YourLiveVideo.com arising out of or relating to (i) the content of the deposition testimony; (ii) the use or misuse of the Service by Customer; or (iii) a violation of the provisions of Section 2.2 (Restrictions).

6.             LIMITATION OF LIABILITY.  In no event will YourLiveVideo.com [or its licensors] be liable for special, incidental, indirect, punitive, exemplary or consequential damages (including but not limited to lost profits or data, or damages to systems, data, or programs,) arising from performance of this Agreement, whether such damages are based in contract, tort (including negligence and strict liability), or any other legal theory, even if YourLiveVideo.com [or its licensor(s)] has been advised of the possibility of such damages. In no event will the aggregate liability of YourLiveVideo.com [or its licensors] under any provision of this agreement exceed the total amounts paid by Customer to YourLiveVideo.com for the Service. The parties acknowledge that the other parts of this agreement rely upon inclusion of this section herein, and that the limitations set forth in this section shall apply notwithstanding the failure of the essential purpose of this agreement or any limited remedy hereunder.

7.             GENERAL PROVISIONS.

7.1          Governing Law and Jurisdiction. This Agreement will be exclusively governed and construed in accordance with the laws of the State of Texas without regard to conflicts of laws.  If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs from the other party. 

7.2          No Agency or Assignment.  Nothing in this Agreement is intended to, or should be construed to; create a partnership, agency, joint venture or employment relationship between Customer and YourLiveVideo.com.  Customer will not assign or sublicense this Agreement or the rights granted under this Agreement to any individual, entity or other government body, division or department.

7.3          Force Majeure.  A party is not liable for non-performance to the extent to which the non-performance is caused by events or conditions beyond that party’s control.  In no event will this provision affect Customer’s obligation to pay for the Service.

7.4          No Waiver; Severability.  A party’s failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.  If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, then such provision will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. 

7.5          No Third Party Beneficiaries.  Unless otherwise expressly provided, no provisions of this Agreement are intended or will be construed to confer upon or give to any person or entity other than Customer and YourLiveVideo.com any rights, remedies or other benefits under or by reason of this Agreement.

7.6          Publicity.  Customer agrees that YourLiveVideo.com may list Customer as a customer of YourLiveVideo.com in YourLiveVideo.com’s marketing and promotional materials, including on YourLiveVideo.com’s web site. 

7.7          Section Headings.  The section headings in the Agreement are solely used for the convenience of the parties and have no legal or contractual effect.

7.8          Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supersedes all prior and contemporaneous proposals, agreements, negotiations, correspondence and other communications, whether written or oral, between YourLiveVideo.com and Customer.  No modification or waiver of any provision hereof will be effective unless made in writing signed by both YourLiveVideo.com and Customer