1. Terms of Service
Topica Exchange services (the "Service") are provided to you under these Terms of Service and any operating policies that Topica may establish (the "Agreement"). For the purpose of this agreement, Topica Exchange services means all the free list hosting and delivery services offered by Topica. Topica may make changes to this Agreement and your continued use of the Service constitutes your acceptance of any such changes.

The Service is free, although Topica reserves the right to charge for it in the future. Topica reserves the right to modify or discontinue the Service, or any features of the Service, temporarily or permanently, without notice to you and you agree that Topica is not liable to you should it do so. Topica reserves the right to occasionally contact users of its services regarding features and services.

You agree not to resell for commercial purposes Topica's Service or use of or access to the Service.

You agree to provide accurate, current and complete information to Topica when you register and to let Topica know of any changes. Failure to do so may result in termination of the Agreement. If you are under the age of 13 years old, you must obtain your parent's consent before using the Service. As part of the registration process, you will designate a password. You are solely responsible for keeping your password confidential and for all activities that occur under your password or account. Please let Topica know of any unauthorized use of your password, account, or list created under your account, or any other breach of security.

2. List Owners and List Subscribers

1. List owner
   A person who creates and/or manages a list is called a "List Owner." There are two types of lists hosted on Topica Exchange: a "Discussion List" (i.e. a list on which subscribers may post messages) and an "Announcement List" (i.e. a newsletter list on which only the publisher may post messages).

   It is the sole responsibility of the List Owner to designate the list as either "public" or "private" and to use Topica's system properly to ensure that any privacy that is desired is achieved. The List Owner is responsible for creating appropriate list policies and other rules regarding access, and managing passwords in a secure manner. This includes the option to allow subscribers of the list to access the e-mail addresses of the other subscribers to the list. It is also the List Owner's responsibility to ensure that all communications and activities relating to his or her list comply with this Agreement.

   As a List Owner, you understand that Topica may place your list in one of the several categories. Examples of such categories may include: (1) general, (2) adults only, or (3) kids. All List Owners of lists designated as "adults only" or which contain content that is inappropriate for minors, including without limitation, pornography or other sexually explicit language or content, are responsible for creating, implementing, and enforcing minimum age requirements which prohibit people under 18 years of age from subscribing to or accessing your list.

   List Owner understands that Topica reserves the right to communicate with List Owner via email, receipt of which by List Owner is considered by Topica essential to our provision of service. List Owner may unsubscribe from such communication at any time.

2. List subscriber
   A person who joins a list is called a "subscriber." You may subscribe to any list which is open and whose membership requirements you satisfy. You acknowledge that Topica's Service allows List Owners to determine membership rules and guidelines, to designate lists as "private" or "public," to refuse to accept new members, to remove subscribers from their lists, and to prohibit or remove any content, all in their complete discretion. You agree that Topica is not responsible or liable for the content, guidelines, requirements, or conduct relating to any list, and is not responsible for resolving any disputes that might arise between or among subscribers, List Owners, or third parties from activities on any list or use of Topica's Service.

   List subscriber understands that Topica reserves the right to communicate with List Subscriber via email, receipt of which by List Subscriber is considered by Topica essential to our provision of service. List Subscriber may unsubscribe from such communication at any time.

3. Non-hosted lists
   Various lists are accessible to you through Topica but are not hosted on Topica's server and thus are not governed by this Agreement, and you acknowledge that Topica has no responsibility for the operation of such lists or the conduct of its owner. Any dispute or complaint concerning such lists or services should be directed solely to the owner or operator of that list or service.

4. Topica operates an Advertising Network (the "Network") for lists hosted on Topica Exchange, in which Topica inserts advertisements into list email messages. All Topica Exchange Newsletters (also called Announcement Lists), and any existing Topica Discussion Lists that convert to Newsletters (Announcement Lists), are automatically added to the Network and participation is required. Discussion Lists currently are not required to participate in the network.

3. Minors
Topica hosts lists for those under 18 years of age. However, if you are under 13 years of age, you must obtain your parent's consent before registering. If you are under 18 years of age you may not access or use any list designated as an "Adult" list. The terms governing the use of the service by minors and children are subject to change at any time without notice.

4. Disclosure of Registration and Other Information
Topica will not disclose personally identifiable information about you or your private communications (i.e., content transmitted on private, non-public lists) to third parties, without your permission, unless Topica believes such disclosure is reasonably necessary to: (1) comply with the law or legal process; (2) protect or defend the rights or property of Topica or others; (3) enforce this Agreement; (4) respond to claims that the contents of any communications violate the rights of others; or (5) as otherwise provided in the Agreement.

Once you subscribe to a list, all other subscribers may have access to your email address if the List Owner has chosen that function for the list. If a list is designated as "public" by the List Owner, both subscribers and the public will have access to any content provided by you on that list.

From time to time, Topica does disclose aggregate user demographic data to advertisers or other third parties. Topica may access your lists and related communications for technical processing and to address technical problems or service complaints.

For more information on how Topica uses subscriber or user information please read Topica's Privacy Policy.

5. Prohibited Conduct
You agree that you will not use Topica's Service to transmit, disseminate or upload:

(1) unlawful, harassing, libelous, tortious, abusive, threatening, or obscene communications of any kind, or materials which infringe or violate any third party's copyright, trademark, trade secret, privacy or other proprietary or property right, or that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation; or, that are otherwise objectionable, including without limitation, content that contains blatant bigotry, racism, or hatred, or that promotes illegal activities or physical harm against anyone;

(2) spam, chain letters, junk mail or any other type of unsolicited mass e-mail to people or entities who have not agreed to be part of such mailings;

(3) viruses or other harmful, disruptive or destructive files; or,

(4) content containing nudity or pornographic material of any kind to people under age 18, or to anyone on lists that are not limited to people age 18 or older.

You further agree: (a) that you will not disrupt or interfere with another subscriber's use or enjoyment of Topica's Service; (b) that you will not use or attempt to use another person's or entity's account, service or system without authorization from the owner, nor will you disrupt or interfere with the security of, or otherwise abuse, Topica's Service, system resources or accounts, or any servers or networks connected to the Service; (c) that you will not attempt to obtain unauthorized access to Topica's Service, or to private lists on the Service; (d) that you are solely responsible for your actions in relation to Topica's Service, and for any communications transmitted under your account; (e) that you will not forge header or address information or otherwise impersonate another or create a false identity; (f) that you will not systematically extract, collect or harvest, through electronic means or otherwise, any data or data fields, including without limitation, lists, list owner identities, or email addresses, from this site; (g) that you will not disrupt the normal operation of Topica's Advertising and Promotion Network, alter or deface inserted advertisements, or cause any substantial change in the usual content or frequency of emails sent using Topica's Services; (h) that you will not use any means to artificially increase the number of impressions or click-throughs on any list, including but not limited to actions such as subscribing phony email addresses or sending empty messages; (i) that you will not create, operate, or utilize any list whose purpose is to transmit untargeted or unsolicited mass emails, including but not limited to safe email lists; (j) that you will comply with all laws relating to the transmission of technical data or software exported from the United States; and, (k) that you will comply with all applicable local, state, national and international laws and regulations, including without limitation those related to privacy and data collection.

List Owners may implement rules and policies in addition to those listed above. You agree to comply with all rules and policies associated with the particular lists to which you subscribe.

You agree that Topica may in its sole discretion remove any material that appears to violate any of the foregoing, and that it may immediately limit or terminate your account or access if it appears you have violated these provisions.

List Owner hereby agrees that the only email which the List Owner will send from Topica's Topica Exchange servers is email which the List Owner sends to a single addressee, to a group consisting only of the List Owner's friends and family members or individuals with whom the List Owner has an established professional (not merchant-consumer) relationship, or to a group for whom the List Owner has the verified permission of each recipient to include them in a mailing list. Should the List Owner cause email that does not meet these criteria to be sent through Topica's Topica Exchange servers, the List Owner understands and agrees that this is a breach of Topica's Terms of Service, which may result in the List Owner's account being terminated, with or without notice.

6. Termination
You acknowledge that Topica in its sole discretion may change, terminate or bar access to your account or to any list in which you are a subscriber or List Owner for any reason, with or without notice to you and without any liability to you or any third party. You may also terminate your account for any reason. To do so, please contact our Customer Care department or go to http://www.topica.com/my/prefs/leave.html.

You also acknowledge that Topica, in its sole discretion, may suspend or terminate any list for any reason, with or without notice to you and without any liability to you or any third party.

The following provisions of the Agreement survive its termination: Proprietary Rights, Disclaimer of Warranties, Limitations of Liability, and Indemnification.

Termination will prevent you from using Topica's Service and cease your subscription to any lists. Termination may result in the deletion of email files in your account, whether or not such messages have been read or sent. You agree that upon termination Topica may immediately delete and bar access to any content or files in your account, including email messages, and cancel your subscription to any and all lists.

7. Proprietary Rights
Content available through Topica – including, without limitation, text, graphics, software, music, sound, photographs, and videos, and any content provided by any third party advertiser, is protected by copyrights, trademarks, service marks, patents or other proprietary rights or laws. You may download one copy of this content for your personal use only, as long as you keep all copyright and other proprietary notices intact, but are prohibited from any other use except as expressly authorized by Topica or the applicable advertiser. You may not copy, distribute or create derivative works of such content without express permission and you may not "frame" any content into Topica's site or "frame" content from Topica's site into any other site.

Topica does not claim ownership of the Content you transmit through Topica's Service. By transmitting Content through Topica for distribution to your Topica List, you grant Topica a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of providing Topica's hosting, archiving, subscription, and promotion services.

8. Service Availability and Customer Service
Although Topica strives to maintain the availability of the Service twenty-four hours a day, it makes no representation or promise that the Service will always be available, and you agree Topica is not liable to you or any third party for the temporary or permanent unavailability of the Service.

9. Promotional Messages

1. Topica Tag Line
   You acknowledge that Topica may include a promotional tag line in every message, the content of which Topica may change from time to time, but which will be formatted in a manner similar to the following:

   __________________________________________________________
   Start a Discussion List on Topica Exchange.
   Keep in touch with family or colleagues. It's easy and free!
   http://www.topica.com/t/9

   This tag line is not a part of the Advertising and List Promotion Network described below.

2. Third-Party Advertisements
   From time to time you may receive banner or other advertisements or promotions from third parties while using the Service. Your dealings with such third parties, including, without limitation, the payment for and delivery of goods and services, and any terms, conditions, warranties, or representations associated with your dealings with third parties are solely between you and the third party. Topica does not make any representations or warranties with respect to any such dealings or any goods or services which may be obtained from such third parties, and you agree that Topica shall have no liability for such dealings or the provision of any such goods or services.

10. DISCLAIMER OF WARRANTIES
TOPICA'S SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF TOPICA'S SERVICE IS AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TOPICA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TOPICA DOES NOT MAKE ANY WARRANTY THAT ITS SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT TOPICA'S SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES TOPICA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF TOPICA'S SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH TOPICA'S SERVICE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF TOPICA'S SERVICE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

TOPICA DOES NOT MAKE ANY WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM TOPICA'S SERVICE OR ANY TRANSACTIONS ENTERED INTO BY USE OF OR THROUGH TOPICA'S SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOPICA OR THROUGH TOPICA'S SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL TOPICA OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE TOPICA'S SERVICE OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO BY MEANS OF OR THROUGH TOPICA'S SERVICE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF TOPICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT TOPICA IS NOT LIABLE FOR ANY FAILURE TO DELIVER, HOLD OR STORE EMAIL TRANSMITTED THROUGH THE SERVICE. YOU AGREE THAT TOPICA DOES NOT ENDORSE THE SUBJECT MATTER OF ANY OF ITS LISTS OR ANY OF THE CONTENTS OF COMMUNICATIONS TRANSMITTED THROUGH ITS SERVICE. YOU ALSO AGREE THAT TOPICA SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU, OR TO ANYONE, FOR THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR ARISING FROM USE OF TOPICA'S SERVICE.

IF YOU ARE DISSATISFIED WITH TOPICA'S SERVICE, YOUR EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Indemnification
You agree to indemnify, defend and hold harmless Topica, its parents, subsidiaries, affiliates, officers, directors, employees, agents, and suppliers, and their respective affiliates, officers, directors, employees, and agents, from any claim, action, demand, or damage, including reasonable attorney's fees, made by any third party arising out of or related to your use of Topica's Service or your violation of this Agreement, including without limitation the infringement by you or any other user of your account, of any intellectual property or other right of any person or entity.

Topica may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by Topica, however, shall not excuse any of your indemnity obligations.

13. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. You agree that you will bring any claim or cause of action arising out of your use of Topica's Service or this Agreement in the courts located within the county of San Francisco, California or the Northern District of California and you also agree to submit to the personal and exclusive jurisdiction of those courts.

You agree that any claim or cause of action arising out of your use of Topica's Service or this Agreement must be filed within one year after such claim or cause of action arose or it shall be forever barred, notwithstanding any statute of limitations or other law to the contrary.

Last Updated: January 27, 2004