IMPORTANT - READ THESE TERMS CAREFULLY BEFORE PURCHASING OR USING THE PRODUCT. BY PURCHASING AND USING THE PRODUCT AND THE CONTENT CONTAINED THEREIN, YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ THIS AGREEMENT; THAT YOU UNDERSTAND IT; AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.

DEFINITIONS

Content: All pages, online help, video, text, images, audio materials and all other content provided by Gratitude Diet LLC or hosted on the Website or otherwise offered in connection with the Product.

Product: The Gratitude Diet™ service that provides entertainment video, text, still images and audio materials through streaming and downloadable technology delivered via the Internet.

Website: The website located at www.gratitudediet.com.

1. Grant of License. Gratitude Diet grants to User unlimited private usage of the iPod video Product in accordance with the terms of this Agreement. This license may not be transferred to third parties, nor may User allow an unauthorized third party to gain access to the Product
    
2. Log-In Information. Users will not be required to provide Log-In information in order to download the iPod video Product during the promotional offer period.
    
3. User Agreement. Gratitude Diet LLC may from time to time make amendments to this Agreement. Such amendments will become effective when Gratitude Diet LLC posts an updated User Agreement on the Website, or when Gratitude Diet LLC otherwise provides notice to User of any amendments. User is responsible for periodically checking the posted User Agreement for updates, and User shall be bound by the terms of the User Agreement posted on the Website at the time of User’s Website access. Any amended User Agreement shall supersede the previous version of the User Agreement.
    
4. Communications from Gratitude Diet LLC. Gratitude Diet LLC reserves the right to periodically contact User for customer service purposes, including without limitation by providing Product information (such as Product updates and Content changes) and Product ideas. By accessing the Product and the Content, User consents to receive such communications. Any party that purchases the iPod video Product is considered a User and all such terms apply.
    
5. Conditions Regarding Use of the Content and the Product.
   
   Content Shall Be Used for Entertainment Purposes Only. The Product and the Content may be used for entertainment purposes only. In no event shall the Content be used in any commercial or for-profit manner (including without limitation as part of any public exhibitions where an admission fee is charged for viewing) without Gratitude Diet LLC’s advance written permission. In no event shall the Product or the Content be used outside of the scope of this Agreement, or be used beyond the Term of this Agreement.
   
   Security of the Content and the Product and the Website. User shall not take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Product’s control or security systems, nor allow or assist a third party to do so. This prohibition includes but is not limited to hacking, de-compiling, disassembling and reverse-engineering the Website or the Content.
   
   Frequency: Users are entitled to unlimited private viewing of the iPod video Product from their personal video iPods
   
   Use of the Product. User shall not sub-license, distribute, sell, rent, lease, transfer or otherwise make the Product available to any third party, or make the Product accessible to any party by broadcast or transmission, including without limitation by television, cable, satellite, telephony, wireless, closed-circuit or Internet broadcasting, or use Product for systematic downloading, service bureau redistribution services, printing for fee-for-service purposes and/or the making of print or electronic copies for transmission to non-paid customers, except as expressly permitted in this Agreement. Under no circumstances is the Product to be adjusted, altered or adapted in any way electronically. The Product is provided as a collection of videos formatted as MPEG4 files and is not to be adapted into any other electronic video or picture formats.
   
   Anti-Virus Disclaimer: While every care has been taken to ensure the Product available from this site is virus-free, any video downloaded from this website should be virus-checked by the downloader. Gratitude Diet LLC accepts no liability for viruses or any loss or damage sustained as a consequence of downloading the Product from this site.
    
6. Ownership; Copyrights And Trademarks. User acknowledges that as between User and Gratitude Diet LLC, ownership in and to the Product, the Website and the Content, including but not limited to video, text, still images and audio materials, and all intellectual property or other proprietary rights therein, shall remain with Gratitude Diet LLC. Without limiting any other legal rights or remedies Gratitude Diet LLC may have, User agrees that any and all use of the Product by User is governed by and shall be in compliance with United States trademark and copyright laws. Nothing in this Agreement shall be construed to give User ownership in the Product, the Website or the Content. User acknowledges that User has no right to use the Product other than as set forth in this Agreement. All rights not expressly granted are reserved to Gratitude Diet LLC.
    
7. Service Outage. In the event that our Website or associated services (such as Internet Streaming) become unstable or unavailable, Gratitude Diet LLC will make a good faith effort to resolve the problem in a speedy manner to enable User to download the Product.
    
8. Payment. The first 10,000 video downloads are being made available for free public purchase as part of a Limited Time Only Promotional Offer. In accordance with the limited time offer, Gratitude Diet LLC reserves the right to end the promotional offer at any time prior to or following the downloading of 10,000 videos from the website.
    
9. Termination and Effect of Termination.
   No terminations apply
    
10. User Warranties. By accessing the Product and/or using the Content, User warrants as follows: (i) User will comply with the Agreement, as it may be amended pursuant to Section 3 above (ii) all Log-In Information shall be maintained confidentially.
     
11. Disclaimer Of Warranties; Limitation of Liability. THE PRODUCT AND THE CONTENT ARE PROVIDED AS IS, AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. GRATITUDE DIET LLC DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE PRODUCT OR THE CONTENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GRATITUDE DIET LLC OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF GRATITUDE DIET LLC ‘S OBLIGATIONS HEREUNDER, AND USER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. LIABILITY FOR ALL CLAIMS ARISING HEREUNDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY SUBSCRIBER TO GRATITUDE DIET LLC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL GRATITUDE DIET LLC BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY.
     
12. Miscellaneous.
    
    Law. This Agreement shall be construed and enforced under the laws of the State of Washington, USA without reference to the choice of law principles thereof. User hereby consents to and submits to the jurisdiction of the federal and state courts located in the State of Washington. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.
    
    Severability. If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.
    
    Waiver. No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.
    
    Remedies. Rights and remedies granted hereunder are cumulative. The exercise of one shall not diminish or affect any other rights or remedies at law or in equity. User’s sole remedy under this Agreement shall be an action at law for damages; User shall not be entitled to equitable relief.
    
    Surviving Obligations. Each party’s representations, warranties, indemnities and confidentiality obligations and the provisions regarding ownership of intellectual property shall survive the expiration or prior termination of this Agreement.
    
    Controlling Language. User agrees that this Agreement has been written in the English language, and all provisions of this Agreement shall be construed and interpreted in the English language as commonly used in the United States of America.