In exchange for access to online services (as defined below) owned and operated by Truth to Power, LLC ("T2P," "we," or "us") and located within the t2pa.com Web domain ("T2P Site" or "Site"), you agree to be bound by these terms of service, as well as any other guidelines, rules and additional terms referenced herein, and all such guidelines, terms and rules are hereby incorporated herein by this reference (collectively, "Terms of Service").

T2P's Site provides business information, resources, and services by allowing you to get content and communications from other T2P members and site users ("Users"), post and share content and communications with other Site Uers, and view third party content. This document is a legal contract between you ("you")—on behalf of yourself and your employer, if applicable, for use of the T2P Site. Your access to and use of the Site constitutes your acceptance of these Terms of Service in their entirety

Important: If you do not or cannot agree to these Terms of Service, you are not authorized to access the T2P Site and you must discontinue use of this T2P Site immediately.

Eligibility

You certify that you are of legal age to form a binding contract in your jurisdiction. If you are under legal age in your jurisdiction, you can use the T2P Site only in conjunction with, and under the supervision of, your parent or legal guardian who has agreed to the Terms of Service. If you cannot meet either of these eligibility qualifications, do not use the Site.

Membership on the T2P Site is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions. You must be 13 or older to use the Site, in compliance with the Children's Online Privacy Protection Act (COPPA). By using the T2P Site and/or Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service and to abide by all of the terms and conditions set forth herein. The Site is administered in the US and intended for US users; any use outside of the US is at the User's own risk and Users are responsible for compliance with any local laws applicable to their use of the T2P Site and Services.

Registration and Security

Registration and authorization is required to access some of the T2P Site and Services. During registration you must specify a password and user name and supply a valid email address ("User ID"). If you register, you agree that these information items are and will be kept accurate, complete, and updated. Failure to meet this requirement shall constitute a breach of these Terms of Service, which may result in immediate suspension of your account.

You may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, or, (ii) use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization. T2P reserves the right to refuse authorization of, or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your User ID and password. Any User ID and password provided to you for your access to the T2P Site shall be for your personal use only. You agree to (a) immediately notify T2P of any unauthorized use of your User ID or password, and (b) ensure that you exit from your account at the end of each session.

Use of the T2P Site

Subject to the restrictions on use and on posting set forth in this Agreement, you may:

• Use interactive Site features to solicit information from and share information with other T2P Users, insofar as said information is within the scope of T2P's coverage of professional- and business-related information
• Submit and publish comments, ratings, reviews, articles, and other content items as allowed by the site, subject to approval by authorized T2P staff
• >Add, modify, and submit content within the T2P wiki environment
• Use online applications and tools for informational and professional purposes
• Search the T2P Site for tools, publications, and individual and business contact information
• Download information, data, text, sound, photographs, graphics, video, messages and other materials available via the T2P Site ("Content"), and other items displayed on the T2P Site, for your own use
• Forward or refer content to people you know, whether or not they are existing T2P users
• Invite people you know to join T2P

Restrictions on Rights to Use

In general you may not reprint, reproduce, distribute, or otherwise republish information, data, text, sound, photographs, graphics, video, messages and other materials available via the T2P Site ("Content"), and other items displayed on the T2P Site, except with express written consent of T2P and as explicitly excepted in specific site sections. Some content on T2P is reproduced with permission of third parties and content owners. Content for which T2P is not the sole copyright owner may not be reproduced or otherwise distributed without explicit permission of the primary copyright owner.

In addition:

• You understand and agree that you shall not (and further agree not to allow any third party acting on your behalf to):
• Modify, adapt, translate, or reverse engineer any portion of the T2P Site and/or any T2P Services
• Remove any copyright, trademark or other proprietary rights notices contained in or on the T2P Site and/or T2P Service or in or on any Content or other material obtained via the T2P Site and/or T2P Service
• Access, retrieve or index any portion of the T2P Site or Services for the purpose of constructing or populating a separate site using T2P Content
• Use the personal data (including usernames and/or email addresses) of other Users for any purpose other than to solicit and share legitimate, contextually appropriate information and advice
• Collect, harvest, skim, or store the personal data, including email addresses, of other Users
• Directly solicit or market other products, sites, or services to site Users, except as expressly permitted in separate written agreements with T2P
• Delete or revise any material or other information provided by any other user, except as expressly allowed in the wiki site area under normal functionality
• Create user accounts by automated means or under false or fraudulent pretenses;
• Create or transmit unwanted electronic communications such as "spam" to other T2P Site Users, or otherwise interfere with the utility, relevance, and integrity of information on the T2P Site
• Use the T2P Site or Services to transmit viruses, worms, defects, Trojan horses or other malware;
• Use the T2P Site or Services to violate the security of any computer network, crack passwords or security encryption codes, or transfer or store illegal material
• Access data not intended for you or log into a server or account that you are not authorized to access
• Use any device take or promote any action that interferes with the proper working of the T2P Site or Services, or otherwise attempt to interfere with the proper working of the T2P Site and/or T2P Service
• Take any action that imposes an unreasonable or disproportionately large load on the Site or its technology infrastructure
• Use the T2P Site and/ or T2P Service, intentionally or unintentionally, to violate any applicable local, state, national or international law
• Violations of these usage restrictions may result in warnings, censure, and depending on the severity of the violation, either temporary or permanent account suspension.
• Violations of system or network security (either T2P's or others' via T2P) may result in civil or criminal liability. T2P will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.

T2P does not control Content posted to the Site by Users and third parties—including, but not limited to, articles, messages, reviews, and wiki entries, Member Profile data, and forum posts—and does not guarantee the accuracy, integrity or quality of such Content.

Under no circumstances is T2P liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You are responsible for complying with all laws applicable to the Content you submit via the T2P Service. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content.

Content Posted By You on the T2P Site

• You accept sole responsible for any Content and other material that you submit, publish, or display on the T2P Site for the purpose of display to other Users (hereinafter, "Posted Content"). T2P reserves the right, but has no obligation, to monitor disputes between you and any other entity that arises from Content you post on T2P.
• You agree not to post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You may not submit any Content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.
• You agree not to provide any Posted Content that falsely expresses or implies endorsement by T2P
• You agree not provide any Posted Content that is unlawful or that promotes or encourages illegal activity
• You agree that T2P may at its sole discretion review and delete any business listings (including business name, address, phone, fax, distance, reviews, rating, reviews) or other Posted Content that violates these Terms of Service or that might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users or members of the T2P Site and/or other website users.
• You agree to provide only Posted Content that you believe to be true and you will not purposely provide false or misleading information.
• You agree to and hereby grant—and you represent and warrant that you have the right to grant—T2P an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Content and to prepare derivative works of, or incorporate into other works, such Posted Content. This license is non-exclusive, except that you agree that T2P shall have the exclusive right to practice this license to the extent of combining your Posted Content with the Posted Content of other T2P users for purposes of constructing or populating a searchable database of business reviews. (This clause may be superseded by specific contracts with Core Guides and other Users.)

Prohibited content

You agree not to provide Posted Content that is:

• False or intentionally misleading
• Threatening, obscene, defamatory or libelous;
• Patently offensive, vulgar, sexually explicit, or pornographic
• Harassing or abusive or that encourages harassment of another person or entity
• The transmission of unsolicited mass mailings, private messaging, or other forms of "spamming"
• In violation of another person or entity's intellectual property rights, copyrights, or other rights
• Illegal

T2P reserves the right to investigate and take appropriate legal action at its sole discretion against anyone who violates this Prohibited Content provision, including without limitation, removing the offending communication from the T2P Sits, terminating violators' Memberships, or blocking violators from the use of the T2P Site and services.

Copyright Disputes

The following requirement is in accordance with the Digital Millennium Copyright Act or DMCA: You understand and agree that T2P will (i) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, Content providers, members or users; and (ii) remove and discontinue service to repeat offenders.

Copyright Infringement Reporting Procedure. If you believe that T2P Site Content is in violation of another entity's copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below. You must provide the following information ("Bona Fide Infringement Notification") in order to enable us to respond effectively to your notification:

• Identification of works or materials being infringed
• Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that T2P is capable of finding and verifying its existence
• Contact information about the notifier, including address, telephone number and, if available, email address
• A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law
• A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed

T2P will respond to complete Bona Fide Infringement Notifications by:

1. Removing or disabling access to the infringing material;
2. Notifying the Posted Content provider that we have removed the relevant content
3. In cases of repeated offense, suspending the offending User's Member account

Copyright Infringement Rebuttal Procedure: If you are notified that your Posted Content has been removed due to copyright violation and you believe that the content is not in violation of copyright law or that you have been granted the right to post and use such material by the copyright owner, the copyright owner's agent, or pursuant to the law, you may respond with a counter-notice containing the following information:

1. A statement in good faith that the material was wrongly removed
2. A statement and any relevant documentation that defends your assertion that the content in question is not in violation of copyright law or that you have been granted the right to post and use such material by the copyright owner
3. A statement of consent to the jurisdiction of the Federal Court for the judicial district in which you are located (or you are located outside the United States, for the judicial district in which T2P is located) that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
4. Your name, address, telephone number, and, if available, email address
5. Your physical or electronic signature

Upon receipt of your rebuttal, T2P may send a copy of the rebuttal to the original complaining party, along with notification that we may reinstate the challenged material in 10 business days. If the complaining party fails to respond by seeking a court order against you, we may reinstate the challenged in 10 business days or more after receipt of your rebuttal, at our discretion.

Address for Designated Agent: Please send Bona Fide Infringement Notification and Infringement Rubuttal communications to the following:

Agreements between Users and Third Parties

Any correspondence or commercial transactions with third parties in connection with your use of the T2P Site or Services are solely between you and the third party. You hereby release T2P from all liability, obligation, or responsibility for any such activity.

Privacy

Use of the T2P Site and T2P Services is also governed by our Privacy Policy.

Termination

Either Party may terminate these Terms of Service for any reason, at any time. Sections 9, 10, 11, 12, 13, 14, 15 and 16 shall survive any termination or expiration of these Terms of Service.

Ownership

The T2P Site and Services are protected by copyright as collective works or compilations under the copyright laws of the United States and other countries. All individual articles, Content and other elements comprising the T2P Site and T2P Service are also copyrighted works. Except for Provided Content submitted by members or users, the T2P Service and all aspects thereof, including all copyrights, trademarks, and other intellectual property or proprietary rights therein, is owned by T2P or its licensors.

You acknowledge that the T2P Service and any underlying technology or software used in connection with the T2P Service contain T2P's proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the content, software, and/or materials available on the T2P Site, or T2P Services in whole or in part except as expressly provided in this agreement, applicably law, and separate documented agreements with T2P. Except as expressly and unambiguously provided herein, T2P and its suppliers do not grant you any express or implied rights, and all rights in the T2P Site not expressly granted by T2P to you are retained by T2P.

Disclaimer

The T2P Site is provided on an "as is" basis. T2P makes no representations or warranties of any kind as to the operation of the T2P Site, Services, or Software, or the information, content, materials, or products included on the Site or in association with T2P services.

To the fullest extent permissible by applicable law, T2P disclaims all warranties, express, statutory, or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. T2P and its licensors and affiliates further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the Site.

T2P is not responsible for the conduct of any user of the Site.

T2P does not guarantee or imply that the t2p service will be available at all times or from any particular location, that the Site will be secure or error-free, that defects will be corrected, or that the t2p service is free of viruses or other potentially harmful components.

Any material or content downloaded or otherwise obtained through the T2P Site is accessed at your own discretion and risk. You are solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

No advice or information, oral or written, obtained by or through any T2P User, or from or through the T2P Site or Services shall create any warranty not expressly stated herein.

Limitation on liability

T2P shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond T2P's reasonable control, including, without limitation, mechanical, electronic, physical, or communications failure.

Without limiting the foregoing, t2p and its affiliates and suppliers are not liable under any theory of law, for any indirect, incidental, punitive, and consequential damages, including, but not limited to loss of profits, business interruption, and/or loss of information or data, that may arise in conjunction with the use of the T2P Site or Services.

Notwithstanding anything to the contrary contained herein, T2P's maximum aggregate liability to you for any causes whatsoever, and regardless of the form of action, will at all times be limited to the greater of (i) the amount paid, if any, by you to T2P for the use of our Site and Services in the 12 months prior to the action giving rise to liability or (ii) $100.

Indemnity

You agree to indemnify and hold T2P, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your access to the T2P Site, (ii) your use of the T2P Services, (iii) the violation of these Terms of Service by you, or (iv) the infringement by you, or any third party using your account or User ID or password, of any intellectual property or other right of any person or entity.

Dispute Jurisdiction

Any disputes involving the T2P Site or Services will be governed by the laws of the State of Washington without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of Washington, City of Seattle.

Boundaries

No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind T2P in any respect whatsoever. T2P may provide you with notices, including those regarding changes to the Terms of Service by email, regular mail or postings on the T2P Service.

These Terms of Service, accepted upon use of the T2P Site, and all terms, guidelines and rules referenced herein contain the entire agreement between you and T2P regarding the use of the T2P Site and/or the T2P Service. The failure of T2P to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and enforceable.

These Terms of Service are not assignable, transferable or sublicensable by you except with T2P's prior written consent. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. These Terms of Service include T2P's acceptable use policy for Content posted on the T2P Site, T2P's Privacy Policy, and any notices regarding the T2P Site.

Contact for Violations

Please contact us with any questions regarding these Terms of Service. Please report any violations of the Terms of Service to legal@t2pa.com or admin@t2pa.com.

Changes to this Agreement

You agree and understand that these Terms of Service, the T2P Site and T2P Services may be modified by T2P at any time without prior notice, and such modifications will be effective upon posting of the new terms and/or upon implementation of the new changes on the T2P Site.

You agree to review the Terms of Service periodically so that you are aware of any modifications. Your continued use of the T2P Site after any modifications indicates your acceptance of the modified Terms of Service. Unless expressly stated otherwise by T2P, any new features, new services, enhancements or modifications to the T2P Site implemented after your initial access to the Service shall be subject to these Terms of Service.

Effective date: September 1, 2008

Last update: October 8, 2008