PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE
PROGRAM FREQUENTLY ASKED QUESTIONS LOCATED ON THE PROGRAM
WEBSITE AT http://video.gooxu.com/ (THE "FAQ") BEFORE
REGISTERING FOR THE Gooxu VIDEO UPLOAD PROGRAM (THE "PROGRAM").
THE TERMS AND CONDITIONS OF THIS CONTENT HOSTING SERVICES
AGREEMENT (THE "AGREEMENT") GOVERN YOUR PROVISION OF CONTENT TO
Gooxu (INCLUDING, IF APPLICABLE, YOUR DOWNLOAD AND USE OF THE
VIDEO UPLOADER SOFTWARE (THE "UPLOADER")) FOR POSSIBLE INCLUSION
IN THE PROGRAM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT, YOU HAVE NO RIGHT TO PARTICIPATE IN THE
PROGRAM OR TO DOWNLOAD OR USE THE UPLOADER. THIS AGREEMENT
BETWEEN YOU (AS DEFINED BELOW) AND Gooxu INC. AND ITS
AFFILIATES ("Gooxu" OR "WE" OR "US") IS SUBJECT TO CHANGE BY
Gooxu AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION. BY
CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY SIGNING THIS
AGREEMENT YOU (I) ACCEPT THIS AGREEMENT EITHER FOR YOURSELF OR
ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, (II) AGREE TO BE
BOUND BY THESE TERMS AND CONDITIONS AND (III) HAVE ENTERED INTO
A BINDING AGREEMENT BETWEEN YOU AND Gooxu INC. IF YOU ARE
ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR
ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL
LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THESE
TERMS AND CONDITIONS.


Introduction. By entering into this Agreement, You are
requesting to participate in the Program where Gooxu provides
hosting services at the direction of content providers who seek
to make their content available to end users, subject to the
terms of this Agreement. "You" means you or, if you are
entering into this Agreement on behalf of your employer or
another entity, then "You" means that employer or entity and
affiliates. We may revise the terms of this Agreement by
providing the new terms and conditions for You to accept or
reject when You next log in to the Program and by sending notice
to You at your email address of record. You must accept or
reject the new terms and conditions within five (5) days from
the date the notice was sent to You, by logging into the Program
at http://video.gooxu.com or as otherwise designated
in writing by Gooxu, and accepting or rejecting the new terms.
If You do not accept or reject the new terms within the five (5)
day period, You will be deemed to have accepted and be bound by
the new terms. If You do not wish to be bound by the new terms,
you must terminate this Agreement but You will no longer be able
to participate in the Program.

1. Program Participation. Participation in the Program is
subject to Gooxu's prior approval and Your continued compliance
with the terms of this Agreement. We reserve the right to
refuse participation to any applicant or participant at any time
in our sole and absolute discretion, and to withdraw content,
suspend, restrict and/or terminate the services provided under
this Agreement and Your participation in the Program,
immediately without notice to You and without liability to
Gooxu, for any reason, including repeat violations of our
copyright policy or other Program policies. You must register
for the Program and create an account in order to participate in
the Program. To register and create an account, go to
http://video.gooxu.com . Multiple accounts held by
the same individual or entity are subject to immediate
termination unless expressly authorized in writing by Gooxu
(including by electronic mail). You are solely responsible for
keeping your email address and other contact information
updated.

2. Your Content. After entering into this Agreement, You may
designate content for hosting and display to end users (i) by
uploading such content directly to Us, by sending copies of Your
content to Gooxu at the address located at
www.Gooxu.com/corporate/address.html, Attention: Gooxu Video
Upload Program, in a format designated by Gooxu, or to such
other address as designated by Gooxu, and/or by otherwise
making such content available to Us; and (ii) by providing
additional information about Your content in the form provided
online when You upload Your content and/or by submitting a
completed metadata form as provided by Gooxu to You (each, a
"Metadata Form") to Gooxu at video-partner@Gooxu.com. All
content so designated by You and contained within or provided by
You in association with such content, including but not limited
to all images, closed captioning, metadata and music, is
referred to collectively as "Authorized Content." Gooxu shall
have no obligation whatsoever to return any materials delivered
to it for uploading under this Agreement.

3. Use of Content. By entering into this Agreement and
uploading, sending or otherwise making available Your Authorized
Content to Gooxu, you are directing and authorizing Gooxu to,
and granting Gooxu a royalty-free, non-exclusive right and
license to, host, cache, route, transmit, store, copy, modify,
distribute, perform, display, reformat, excerpt, facilitate the
sale or rental of copies of, analyze, and create algorithms
based on the Authorized Content in order to (i) host the
Authorized Content on Gooxu's servers, (ii) index the
Authorized Content; (iii) display, perform and distribute the
Authorized Content, in whole or in part, in the territory(ies)
designated in the Metadata Form, in connection with Gooxu
products and services now existing or hereafter developed,
including without limitation for syndication on third party
sites; and in connection with each of the uses, if any, of the
Authorized Content authorized in the video information page (the
"Video Information Page") which will be made available to You no
sooner than at the time Gooxu enables any of the features
designated on the Video Information Page This license gives
Gooxu the right to display Your Authorized Content via
streaming and/or downloading technologies, and to display
limited excerpts of Your Authorized Content for no fee to the
end user. Gooxu may in its sole discretion display a link or
links to the website You designate (subject to Gooxu's
approval) in the Metadata Form in connection with any display of
Your Authorized Content, and to display links to third party
commercial retailer web sites where purchases of the Authorized
Content may be available, to the extent such third party
commercial retailer web site serves as a distributor of the
Authorized Content. You expressly agree that any and all links
provided by You shall function properly and effectively to allow
end users to transfer immediately to the intended and indicated
site(s), and that You are solely responsible for maintaining and
updating as necessary any such links. Failure to do so may
result in immediate termination without notice to You. Unless
You specify otherwise in the Video Information Page, Gooxu
reserves the right to display advertisements ("Ads") in
connection with any display of Your Authorized Content.
Notwithstanding the foregoing, Gooxu is not required to host,
index, or display any Authorized Content uploaded or otherwise
provided to Gooxu, and may remove or refuse to host, index or
display any Authorized Content. Gooxu is not responsible for
any loss, theft, intellectual property infringement or damage of
any kind to the Authorized Content.

4. Promotional License, Brand Features, Publicity. You hereby
grant Gooxu a non-exclusive, world-wide, royalty-free license
to use Your name and logo ("Brand Features"), in connection with
Your Authorized Content, and to use limited excerpts from Your
Authorized Content for advertising or promotional purposes,
including without limitation the right to publicly display,
perform, reproduce and distribute such excerpts and Brand
Features on the Internet and in presentations, marketing
materials, customer lists, financial reports and Web site
listings of customers. If this Agreement is terminated, Gooxu
may continue to use such excerpts and Brand Features in printed
(versus "online") materials that are in existence as of the date
of termination until such materials are depleted or are
redesigned, whichever comes first.

5. Uploader. You may use the Uploader for the sole purpose of
providing Your Authorized Content to Gooxu. You must
immediately notify Us of any known unauthorized use of the
Uploader. You may not use the Uploader for any other reason,
including but not limited to (i) selling or otherwise
redistributing any aspect of the Uploader, (ii) modifying,
adapting, translating, or reverse engineering any portion of the
Uploader; (iii) attempting to break security, access, tamper
with or use any unauthorized areas of the Uploader; (iv)
removing any copyright, trademark or other proprietary rights
notices contained in or on the Uploader; (v) attempting to
collect or maintain any information about other users of the
Uploader or other third parties for unauthorized purposes; (vi)
transmitting any viruses, worms, defects, Trojan horses or other
malicious code or items of a destructive nature; or (vii) using
the Uploader for any unlawful, harassing, abusive, criminal or
fraudulent purpose.

6. Proprietary Rights. Nothing contained in this Agreement
conveys any ownership right to Us in any of the Authorized
Content, or other materials provided by You. You acknowledge
that as between You and Gooxu, Gooxu owns all right, title and
interest in and to the Program, Gooxu products and services,
and the Uploader and portions thereof, including without
limitation, all intellectual property rights.

7. Confidentiality. You agree not to disclose Gooxu
Confidential Information without Our prior written consent.
"Gooxu Confidential Information" includes without limitation:
(i) all Gooxu software, technology, programming, technical
specifications, materials, guidelines and documentation relating
to this Program; (ii) any click-through rates, financial
information (including pricing), business information, including
operations, planning, marketing interests, products, and any
other reporting information (including revenues, if any, paid to
You by Gooxu) provided by Gooxu; and (iii) any other
information designated in writing by Gooxu as "Confidential" or
an equivalent designation or that would otherwise be reasonably
considered confidential or proprietary under the circumstances.
It does not include information that has become publicly known
through no breach by You, or information that has been (a)
independently developed without access to Gooxu Confidential
Information, as evidenced in writing; (b) rightfully received by
You from a third party without a breach of confidentiality by
such third party; or (c) required to be disclosed by law or by a
governmental authority.

8. Payment. Should Gooxu (in its sole discretion) elect to
offer a service whereby you may charge end users to download or
view your Authorized Content (or part thereof), You may
designate a purchase and/or rental price in the Metadata Form
that end users must pay in order to download Your Authorized
Content. If you do not designate a price for Your Authorized
Content, the price will automatically be set at zero. Except as
otherwise set forth herein, In the event of any download of
Your Authorized Content, by end users, We will pay to You
seventy percent (70%) of the gross revenues, if any, recognized
by Gooxu and attributable to such video playback of Your
Authorized Content based upon the price you designate. If We
incur extraordinary costs and expenses in hosting, indexing and
displaying Your Authorized Content relative to its designated
price, then We may retain a greater percentage of the revenues
in order to defray these costs. If You have not designated a
price for Your Authorized Content and We incur extraordinary
costs and expenses in hosting, indexing and displaying Your
Authorized Content, we may charge a fee to end users in order to
defray these costs. In addition, We may pay to You a payment
related to Ad revenues generated, if any, in connection with the
Ads displayed on Playback Pages (as defined below) and/or Ads
displayed in conjunction with Your Authorized Content on the
Gooxu Video Player (as defined below), in each case as
determined by Gooxu for its participants in the Program.
Provided You have registered for the Program and have provided
all necessary information to Gooxu in order for Us to make
payments to You, Payments to You shall be sent by Gooxu within
approximately thirty (30) days after the end of any calendar
quarter, at a minimum; provided that (i) Your earned balance is
$100 or more and (ii) this Agreement has been in effect for at
least sixty (60) days in that quarter. If Your earned balance
is less than $100 but greater than $1, Gooxu will pay Your
earned balance within approximately thirty (30) days following
the end of the calendar year or the end of the calendar quarter
in which You earn a balance of over $100, whichever comes first.
In the event that this Agreement is terminated, Gooxu shall
pay Your earned balance to You within approximately ninety (90)
days after the end of the calendar month in which Gooxu
recognizes that the Agreement has been terminated, but in no
event shall Gooxu make payments for any earned balance less
than $10. All references herein to dollars shall be to United
States dollars. Gooxu reserves the right to retain all other
revenues derived from Gooxu services, including without
limitation from Ads that appear on any video search results
pages. The number of queries, impressions of and clicks on Ads,
and purchases and/or rentals of Your Authorized Content, as
reported by Gooxu, shall be the number used in calculating
payments hereunder, if any. The number of queries, impressions
of and clicks on Ads, and purchases and/or rentals recorded by
Gooxu shall be the conclusive and definitive amount for the
purpose of calculation of any payments due and owing to You.
You agree to pay all applicable taxes or charges imposed by any
government entity in connection with Your rights and obligations
under this Agreement. You further agree to indemnify Gooxu for
any taxes, interest, penalties, etc. imposed on it by any taxing
authority in the event that You fail to make any payment for
which you are responsible, as provided herein . Notwithstanding
the foregoing, Gooxu shall not be liable for any payment based
on (a) any amounts which result from invalid queries, or invalid
clicks on Ads, generated by any person, bot, automated program
or similar device, including, without limitation, through any
clicks or impressions (i) originating from Your IP addresses or
computers under Your control, or (ii) solicited by payment of
money, false representation or request for end users to click on
Ads; (b) Ads delivered to end users whose browsers have
javascript disabled; (c) Ads benefiting charitable organizations
and other placeholder or transparent Ads that Gooxu may
deliver; (d) Gooxu advertisements for its own products and/or
services; (e) clicks co-mingled with a significant number of
invalid clicks described in (a) above, (f) any purchase or
rental of or access to Your Authorized Content through any
fraudulent or invalid means, including but not limited to the
fraudulent use of credit cards of other means of payment, (g)
purchases or rentals of Your Authorized Content that are
refunded or (h) as a result of any claim that, if true, would
constitute a breach of Section 10 of this Agreement, or (i) as
result of any other breach of this Agreement by You. Gooxu
reserves the right to withhold payment or charge back Your
account due to any of the foregoing, any breach of this
Agreement by You, or if necessary to enforce its rights under
Section 11, pending Gooxu's reasonable investigation of any of
the foregoing or any breach of this Agreement by You, or in the
event that an advertiser whose Ads are displayed on Playback
Pages or via the Gooxu Video Player in conjunction with the
display of Your Authorized Content defaults on payment for such
Ads to Gooxu. You agree to cooperate with Gooxu in its
investigation of any of the foregoing. To ensure proper
payment, You are solely responsible for providing and
maintaining accurate contact and payment information associated
with Your account. For U.S. taxpayers, this information includes
without limitation a valid U.S. tax identification number and a
fully-completed Form W-9. All payments under this Agreement
will reflect the payment of any taxes imposed by governmental
entities of whatever kind and imposed with respect to
transactions in connection with this Agreement. Any bank fees
related to returned or cancelled checks due to a contact or
payment information error or omission may be deducted from the
newly issued payment. You shall not, and shall not authorize or
encourage any third party to directly or indirectly generate
queries, impressions of or clicks on any Ads(s) or purchase,
rent or otherwise obtain access to Your Authorized Content
through any automated, deceptive, fraudulent or other invalid
means, including but not limited to through repeated manual
clicks, the use of robots or other automated query tools and/or
computer generated search requests, and/or the fraudulent use of
other search engine optimization services and/or software or
credit cards. Gooxu reserves the right to investigate, at its
own discretion, any activity that may violate this Agreement,
including but not limited to any use of a software application
to access Ads or any engagement in any activity prohibited by
this Agreement. Gooxu may change its pricing and/or payment
structure at any time. In addition, if You are past due on any
payment to Gooxu in connection with any Gooxu program
(including without limitation the Gooxu AdWords program),
Gooxu reserves the right to withhold payment until all
outstanding payments have been made or to offset amounts owed to
You in connection with the Program by amounts owed by You to
Gooxu. For purposes of this Agreement, "Playback Pages" is a
page or pages where end users will be able to playback via
streaming technology at no cost at least a thirty-second preview
of Your selected Authorized Content and to view more detailed
information relating to Your Authorized Content, and where
certain end users will be able to purchase (if such
functionality is made available), download and view in the
Gooxu Video Player additional amounts of Your selected
Authorized Content that You designate. Playback Pages may be
revised or modified by Gooxu in its sole discretion. "Gooxu
Video Player" is one or more computer program players made
available to end users which is used or useful in the
transmission, performance and/or playback of multimedia content
so that the digital data that embodies the audio or audiovisual
recording concerned can be perceived by and communicated to an
end user of such computer program when used in conjunction with
the aid of a machine or device. The Gooxu Video Player is
intended for use by end users in connection with the
transmission, performance and/or playback of Your Authorized
Content during each session in which the end user concerned has
access to reproductions, performances and/or transmissions of
Your Authorized Content made available via Gooxu services.

9. Disclaimer and Limitation of Liability. THE PROGRAM,
Gooxu PRODUCTS AND SERVICES, ANY COPY PROTECTION, SECURITY
FEATURES AND THE UPLOADER ARE PROVIDED "AS IS" WITH NO
WARRANTIES WHATSOEVER. Gooxu AND ITS LICENSORS AND THIRD-PARTY
SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO
TELECOMMUNICATIONS, SERVER AND HOSTING SERVICES, POWER
SUPPLIERS, AND OTHER SERVICE PROVIDERS (COLLECTIVELY, "SERVICE
PROVIDERS") EXPRESSLY DISCLAIM ANY WARRANTIES REGARDING THE
SECURITY, RELIABILITY, AND PERFORMANCE OF THE PROGRAM, ANY
TECHNOLOGY USED IN CONNECTION THEREWITH, THE AUTHORIZED CONTENT,
THE DELIVERY OR AVAILABILITY OF ANY ADVERTISEMENTS, TERRITORY
RESTRICTION FEATURES AND TECHNOLOGY, AND THE UPLOADER, THE
WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR ANY PARTICULAR PURPOSE AND WARRANTIES AS TO THE
PERFORMANCE OF COMPUTERS, NETWORKS OR ADS. Gooxu, ITS
LICENSORS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT ANY
Gooxu PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, TIMELY OR
ERROR-FREE OR THAT THE RESULTS OR INFORMATION OBTAINED FROM USE
OF Gooxu PRODUCTS OR SERVICES WILL BE ACCURATE OR RELIABLE.
EXCEPT FOR ANY PAYMENT OBLIGATIONS SET FORTH IN SECTION 8, IN NO
EVENT SHALL Gooxu, ITS LICENSORS AND SERVICE PROVIDERS BE
LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, CONSEQUENTIAL,
SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN
CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE OR THEY
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.

YOU UNDERSTAND AND AGREE THAT YOU USE THE PROGRAM AND THE
UPLOADER AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE
SOLELY RESPONSIBLE FOR YOUR AUTHORIZED CONTENT, AND FOR ANY
DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OR USE OF THE UPLOADER.

10. You Must Have the Right to Use All of the Images, Music and
Data of Any Sort in Your Authorized Content, and You Must Have
the Right to Grant the Licenses in this Agreement. By entering
into this Agreement and uploading or otherwise providing Your
Authorized Content to Gooxu, You represent and warrant to
Gooxu the following: (a) You are at least 18 years of age if
You are a natural person; (b) all of the information provided by
You to Gooxu to enroll and participate in the Program is
correct and current (including without limitation information
You provide in the Metadata Form); (c) the Authorized Content is
not, in whole or in part, pornographic or obscene; (d) You hold
and will continue to hold the necessary rights, including but
not limited to all copyrights, trademark rights and rights of
publicity in and to Your Authorized Content and Your Brand
Features to enter into this Agreement and to grant the rights
granted herein; (e) You have the legal right and authority to
enter into this Agreement, to perform the acts required of You
under the Agreement, and to grant the rights and licenses
described in this Agreement. You further represent and warrant
that (i) the Authorized Content and the rights and licenses
granted to Gooxu under this Agreement and Gooxu's authorized
use of Your Authorized Content (including the public display,
public performance, distribution and reproduction of Your
Authorized Content): (i) do not and will not violate any
applicable law, statute, ordinance or regulation and (ii) do not
breach and will not breach any duty toward or rights of any
person or entity including, without limitation, rights of
intellectual property, publicity or privacy, or rights or duties
under consumer protection, product liability, tort or contract
theories and (ii) that the web site (including products and
services therein) You designate in the Metadata Form to which
Gooxu may display a link in connection with the display of the
Authorized Content does not and will not violate or encourage
violation of any applicable law, statute, ordinance or
regulation.

11. Your Obligation to Indemnify. You agree to indemnify,
defend and hold Gooxu and its respective directors, officers,
employees, and applicable third parties (e.g. relevant
advertisers, syndication partners, licensors, licensees,
consultants and contractors) (collectively "Indemnified
Person(s)") harmless from and against any and all third party
claims, liability, loss and expense (including reasonable legal
fees, damage awards, and settlement amounts) brought against any
Indemnified Person(s) arising out of, or related to or which may
arise from Your Authorized Content, Your Brand Features,
Gooxu's authorized use of any of the foregoing, Your use of the
Program and the Uploader, and/or Your breach of this Agreement.
The Indemnified Persons may in their sole discretion control the
defense, at Your expense, of any claim indemnified herein. In
the event that the Indemnified Parties determine not to control
the defense of any claim hereunder, any Indemnified Person may
join in defense with counsel of its choice at its own expense.
You will not settle or resolve any such claim in a manner that
imposes any liability or obligation on Gooxu or affects
Gooxu's rights in connection therewith without the advance
written approval of Gooxu, which will not be unreasonably
withheld or delayed.

12. Termination; Withdrawal of Content. Either party may
terminate this Agreement immediately upon written notice to the
other party if the other party files a petition for bankruptcy,
becomes insolvent, or makes an assignment for the benefit of its
creditors, or a receiver is appointed for the other party or its
business. You may terminate this Agreement for convenience upon
thirty (30) days prior written notice. You may withdraw Your
Authorized Content from public display in the Program by
providing Gooxu with a written request as set forth in the FAQ.
Gooxu will use commercially reasonable efforts to remove Your
Authorized Content from public display within thirty (30) days
from receipt of notice of termination or withdrawal. Gooxu
may at any time in its sole discretion and without liability to
Gooxu terminate the Program or any product, service or feature
offered in the Program, terminate this Agreement, or withdraw
any Authorized Content in the Program.

13. Privacy and Information Rights. You agree that We may use
information that You provide to Us when You register for the
Program in accordance with the privacy policy located at
http://www.Gooxu.com/privacy.html. In addition, You agree that
Gooxu may transfer and disclose this information, including
personally identifiable information, to third parties for the
purpose of approving and enabling your participation in the
Program, including to third parties that reside in jurisdictions
with less restrictive data laws than Your own. Gooxu may
provide any of the above information in response to valid legal
processes, such as subpoenas, search warrants and court orders,
or to establish or exercise its legal rights or defend against
legal claims. Gooxu disclaims all responsibility, and will not
be liable to You, however, for any disclosure of that
information by any such third party.

14. General.

a. Notices. Unless provided for to the contrary in this
Agreement, any and all notices or other communications or
deliveries required or permitted to be made under this Agreement
shall be sent (a) if to You at the electronic mail address You
provide in registering for the Program and (b) if to Gooxu to
such address as provided at
www.Gooxu.com/corporate/address.html or as otherwise provided
in writing for such notice purposes. A second copy of every
notice to Gooxu shall be sent to the same address, "Attn: Legal
Dept." Notice shall be deemed received (i) upon receipt when
delivered personally, (ii) upon written verification of receipt
from overnight courier, (iii) upon verification of receipt of
registered or certified mail (iv) upon verification of receipt
via facsimile, provided that such notice is also sent
simultaneously via first class mail, or (v) by electronic mail
when sent by Gooxu only. Contact information shall be updated
as necessary to ensure that each party has current information
regarding all such contacts.

b. Miscellaneous. You may not resell, assign or transfer any
of Your rights hereunder. Any such attempt shall be null and
void. The relationship between Gooxu and You is not one of a
legal partnership relationship, but is one of independent
contractors. The words "You" or "Your" shall also mean heirs,
executors, administrators, successors, legal representatives and
permitted assigns. This Agreement does not affect any right that
either party would have had, or shall have, independent of the
Agreement including rights relating to Authorized Content under
applicable law, including but not limited to copyright law.
Neither party shall be liable for failing or delaying
performance of its obligations resulting from any condition
beyond its reasonable control, including but not limited to,
governmental action, acts of terrorism, earthquake, fire, flood
or other acts of God, labor conditions, power failures, and
Internet or other network disturbances. If any provision of
this Agreement shall be adjudged by any court of competent
jurisdiction to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent necessary
so that this Agreement shall otherwise remain in full force and
effect and remain enforceable between the parties. The failure
of either party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such
breach or a waiver of future breaches. The section titles used
in this Agreement are purely for convenience and carry with them
no legal or contractual effect. Except as to any prior version
of this Content Hosting Service Agreement between you and Gooxu
that sets forth the license to and use by Gooxu of your
Authorized Content, (i) nothing in this Agreement is intended to
be, or will be construed as, altering, revising, modifying or
otherwise amending any other content hosting services agreement;
and (ii) in the event of a conflict between this Agreement and
any other content hosting service agreement that You enter into
with Gooxu with respect to Your Authorized Content, the terms
of that other content hosting services agreement shall govern.
Except as otherwise set forth herein, this Agreement sets forth
the entire understanding and agreement between the parties with
respect to the subject matter hereof. This Agreement shall be
construed as if jointly drafted by the parties. This Agreement
shall be governed by the laws of the State of California,
without regard to its principles of conflicts of law. Any
litigation hereunder shall be brought in any state or federal
court of competent jurisdiction in Orange County,
California; the parties agree that venue shall be proper in, and
consent to the personal jurisdiction of, such courts. The
parties specifically exclude from application to the Agreement
the United Nations Convention on Contracts for the International
Sale of Goods and the Uniform Computer Information Transactions
Act. The provisions of Sections 4, 5, 6, 7, 8, 9, 11, 13, and
14 shall survive any expiration or termination of this
Agreement.