Terms and Conditions as of Nov. 1, 2009

1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented to by MyPRGuide (Company),  hereby grants you, during the term of this Agreement, a revocable, non-exclusive, non-transferable, royalty-free license to display on your Web site ("Site") the headlines, active links, or other source identifiers, and other information or materials, including any promotional taglines you select to receive from MyPRGuide (collectively, the "Content") through the Service. MyPRGuide reserves the right to modify the Service at any time, at MyPRGuide's sole discretion, and you acknowledge that the availability of the Service is subject to change at MyPRGuide's sole discretion.

2. RESERVATION OF RIGHTS. The Service is protected by the copyright laws of the United States and international copyright treaties. As between the parties, title, ownership rights, and intellectual property rights in and to the Service and the Content, and any copies or portions thereof, shall remain in MyPRGuide. In addition, any additional programming or technology provided by MyPRGuide in connection with the delivery of the Service or otherwise shall remain the sole property of MyPRGuide and no part thereof shall be deemed assigned or licensed to you.

MyPRGuide retains the right to refuse Service or the Content on this site for activity, announcement or any web site that contains nudity or pornographic material of any kind, displays material that exploits children under the age of 18, promotes or provides instructional information about illegal activities or physical harm or injury against any group or individual, or use the Service or the Content in any manner that is obscene, defamatory, libelous, invasive of personal privacy or misleading.

Furthermore, Pyxl and MyPRGuide assumes no liability for your activity in connection with the Service, the Content or for the development, operation, and maintenance of your Site. You take full responsibility for the selection and use of the Service and access of the Content. Any fraudulent, abusive, or otherwise illegal activity by you will be grounds for immediate termination of this Agreement. If you use, or attempt to use, the Service beyond the scope of the license granted in this Agreement, or beyond the scope expressly granted by MyPRGuide, or attempt to, tamper with, hack, spoof, use robots or scripts, copy, distribute, modify, or otherwise corrupt the administration, security, or proper function of any part of the Service, then, in addition to termination of this Agreement, you may be subject to appropriate legal and equitable action.

3. WARRANTIES AND WARRANTY DISCLAIMER. You represent and warrant to MyPRGuide that: (i) your mark(s) and/or content on your Site, other than the Service, do not and will not infringe any trademark, service mark, copyright, right to publicity, right of privacy or other intellectual property right of a third party, constitute false, deceptive or unfair advertising or disparagement under applicable law, or fail to comply with applicable laws and regulations (including, for example, licensing requirements and administrative or professional rules); and (ii) you are legally permitted to use the Service and access the Service, and if you are an individual, you are over 18 years of age. MyPRGuide shall not be liable for any claims or actions arising from any Content included in the Service. In addition, the company makes no representations concerning any interruption in Service. Company is not responsible for any costs or liability associated with making a connection (by any means) to the Internet, the Service or other online service, or network. PYXL AND MYPRGUIDE PROVIDES THE SERVICE AND CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, AND MYPRGUIDE HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ACCURACY OR RELIABILITY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

4. INDEMNITY. You hereby agree to indemnify, defend and hold Pyxl and MyPRGuide and its parent, affiliates, subsidiaries and their respective officers, directors, employees and licensors harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred in connection with: (i) your use of the Service; (ii) any use or alleged use of the Service through your account by any person, whether or not authorized by you; (iii) the operation and content on your Site; and (iv) any breach of your representations and warranties and other covenants under this Agreement. MyPRGuide reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Company’s defense of such claim.

5. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL MYPRGUIDE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF SERVICES, CONTENT OR RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM DISABLING OF THE SERVICE RELATED TO COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL MYPRGUIDE BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU (IF ANY) IN CONNECTION WITH THE SERVICE, EVEN IF MYPRGUIDE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT APPLICABLE FOR ANY REASON, THE LIABILITY OF MYPRGUIDE, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

6. MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior and contemporaneous agreements and understandings between them, whether written or oral. This Agreement shall be governed and construed in accordance with the laws of the State of Tennessee. Any dispute arising under or related in any way to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Tennessee. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Neither party shall be liable for any delay or non-performance arising from any cause beyond its reasonable control, including, without limitation, acts of God, governmental acts, war, fire, terrorism, civil commotion or industrial disputes.