This Membership Agreement (“Agreement”) sets forth the legally binding terms for your membership in ThePrysm.com (the Site”). As a Member, you agree to be bound by this Agreement and to follow all applicable laws.

1. Modification. We may modify this Agreement from time-to-time and such modification shall be effective upon posting on the Site. Your continued use of this website after posting of a revised Agreement signifies your acceptance of it. Therefore, it is important that you review this Agreement regularly to remain abreast of any changes. The Effective Date of this Agreement is March 15, 2008.

2. Eligibility. Use of this website and Membership registration is void where prohibited by law. By registering for Membership in the Site, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Site does not violate any applicable law or regulation. Your profile may be deleted and your Membership terminated without warning if we believe that you are under 18.

3. Term, Termination, and Cancellation. This Agreement, and any posted revisions, shall remain in full force and effect while you are a Member. You may terminate your Membership at any time, for any reason. We may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. We reserve the right, in our sole discretion, to reject, refuse to post, or remove any posting by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Site at any time, for any or no reason, with or without prior notice or explanation, and without liability. We reserve the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Site if we determine, in our sole discretion, that you have violated this Agreement.

4. Fees. You acknowledge that we reserve the right to charge for any portion of the Site and to change such fees (if any) from time-to-time in our discretion. If we terminate your Membership because you have breached this Agreement, you shall not be entitled to the refund of any unused portion of such fees or payments (if any).

5. Password. Upon becoming a Member, you will be asked to choose a password. You agree not to use the account, username, or password of another Member at any time. You are entirely responsible for maintaining the confidentiality of your password, and agree not to disclose your password. You agree to notify us immediately if you suspect any unauthorized account use or access to your password. You are solely responsible for any and all use of your account. You authorize us to accept any use of the Site through your account as being used by you, or someone authorized to act for you, and agree to be liable for any Content posted using your account and for any transactions associated with your account.

6. Unauthorized Use by Members. Use of our Site is for non-commercial purposes only. We reserve the right, in our sole discretion, to remove commercial content posted by Members. Illegal and/or unauthorized use of the Site, including collecting usernames, user IDs, and/or e-mail addresses of Members by electronic or other means for the purpose of sending unsolicited e-mail or unauthorized framing of, or linking to, the Site is prohibited and may result in termination of Membership privileges. We reserve the right to take appropriate legal action for any illegal or unauthorized use of the Site, whether by Members or other Users.

7. Modifications to the Site. We reserve the right, from time-to-time, to modify, discontinue, restrict, or block access to, all or part of the Site, temporarily or permanently, without notice. We may, temporarily or permanently, modify or remove part or all of your Content from the Site, at any time, without notice. Such actions on our part will not result in any liability to you, or any third-party, or affect our license to your Content.

8. Licensing Rights of Content

8.1 We do not claim any ownership rights in any content, including but not limited to, text, files, images, photos, video, audio, music, works of authorship, applications, or any other materials (collectively referred to as “Content”) that you post on the Site; you continue to retain any such rights that you may have in your Content, subject to the limited license below.

8.2 By displaying or publishing (“posting”) any Content on the Site, you hereby grant us a limited license to use, modify, transmit, delete from, add to, publicly perform, publicly display, reproduce, distribute, and create derivative works from such Content solely on the Site. The license you grant us is non-exclusive (meaning that you are free to license your Content to anyone else in addition to us), fully-paid and royalty-free (meaning that we are not required to pay you for the use of such Content on the Site), sub-licensable (through unlimited levels of sublicense), and worldwide. You also hereby waive any Moral Rights you may have in such Content under the laws of any jurisdiction.

8.3 You represent and warrant that: (a) you own, or have all necessary rights to post, the Content posted by you on the Site, and (b) such posting does not violate the privacy rights, publicity rights, copyrights, contract rights, moral rights, or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on or through the Site.

9. Protection of Site Content. Our Site Content is protected by copyright, trademark, patent, trade secret, and other laws. We hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to reproduce and display such Content (excluding any software code) solely for your personal, non-commercial use in connection with viewing and/or using our website. Except as provided within this Agreement, you may not copy, modify, reproduce, translate, publish, broadcast, transmit, distribute, perform, display, sell, or prepare derivative works of any Content appearing on or through the Site.

10. Content Posted by Members, Site Monitoring.

10.1 We reserve the right, in our sole discretion, to reject, refuse to post, or delete any content for any or no reason, including Content that, in our sole judgment, violates this Agreement, or which may be offensive, illegal, or violate the rights of any person or entity, or harm or threaten the safety of any person or entity, without prior notice or explanation to you, and without liability to us.

10.2 We assumes no responsibility for monitoring the Site for inappropriate content posted by Members or for inappropriate conduct by Members. If, at any time, we choose in our sole discretion, to monitor the Site, we nonetheless assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of any Member submitting any such content, nor will such exercise of discretion create or impose any continuing responsibility or obligation on our part to monitor the Site.

10.3 You are solely responsible for the Content that you post on the Site.

11. Prohibited Content. You agree not to post to the Site any prohibited Content. We reserve the right to (1) investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision; (2) remove such offending content from the Site; and (3) terminate the Membership of such violators. Prohibited content includes, but is not limited to, Content that, in our sole judgment:

11.1 is false, misleading, tortious, defamatory, libelous, vulgar, or obscene

11.2 is harmful threatening, abusive, harassing, hateful, or racially, religiously, ethnically, or otherwise objectionable; or promotes racism, bigotry, hatred, or physical harm against any group or individual

11.3 is sexually or violently exploitative; or contains nudity, excessive violence, offensive subject matter, or hyper links to an adult website

11.4 violates the privacy rights, moral rights, publicity rights, copyrights, trademark rights, contract rights, trade secrets, or any other rights of any person or entity

11.5 furthers or promotes illegal activities

11.6 involves commercial activities and/or sales without our prior written consent

11.7 solicits personal information from anyone under 18; or solicits passwords from other Members, or personally identifiable information from other Users

11.8 consists of data or information obtained through access that was not authorized by the owner of the data or information

12. Prohibited Activities. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

12.1 criminal or tortious activity

12.2 spamming (You may not use your free ThePrysm.com e-mail account to spam; to protect Members from such advertising or solicitation, we reserve the right to restrict the number of e-mails that a Member may send in any 24-hour period. If you breach this Agreement and send unsolicited bulk e-mail, instant messages or other unauthorized commercial communications of any kind through our services, you acknowledge that you will have caused substantial harm to us, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay us $50 for each individual unsolicited e-mail or other unauthorized commercial communication that you send through our services)

12.3 advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the Site

12.4 transmitting or using malware, viruses, bots, worms, or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network

12.5 actual or attempted circumvention or modification of any security technology or software that is part of the Site; or interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site; or altering information on or obtained from the Site

12.6 using any automated means (for example, robot, spider, scraper) to extract data or gather or use information from the Site (for example, e-mail addresses) or transmit any unsolicited advertising or spam

12.7 copyright, trademark, or patent infringement; or theft of trade secrets

12.8 covering or obscuring the banner ads on your personal profile page, or any ThePrysm.com page

12.9 framing any part of the Site or otherwise making it appear as if you have a relationship with us, or that we have endorsed you or your website, unless you have written permission from us to do so

12.10 impersonating or attempting to impersonate another Member, person, or entity; or using the account, username, or password of another Member at any time; or disclosing your password to any third-party or permitting any third-party to access your account

12.11 using the Site in a manner inconsistent with any and all applicable laws and regulations.

13. Copyrights / Intellectual Property. We respect the intellectual property of others, and requires that our Members do likewise. You may not upload, embed, post, e-mail, transmit, or otherwise make available any material that infringes any copyright, patent, trademark, trade secret, or other proprietary or intellectual property rights of any person or entity. We reserve the right to terminate the Membership of infringers. If you believe that your work has been posted on the Site in a manner constituting copyright infringement, please notify us at the address below by providing our copyright agent with the following information in writing: (1) identification of the copyrighted work claimed to have been infringed upon, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (2) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site (for example, providing the URL(s) of the claimed infringing material); (3) your contact information (address, phone number, and e-mail address); (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (6) your physical or electronic signature. Our designated agent to receive notification of claimed infringement can be reached at: Copyright Agent, ThePrysm.com, Suite 316, 2750 N. 29th Ave., Hollywood, FL 33020.

14. Third-party Merchants. Our Site displays ads and links to third-party merchants. We do not necessarily endorse the merchants or their products. We have no control over their data collection methods or any aspect of their transactions with you. Each merchant has its own privacy policy and you should familiarize yourself with the terms of the merchant’s privacy policy. Any information on such third-party websites may or may not be accurate. You use such third-party links at your own risk. You agree to waive any claim against us and agree to hold us harmless from any loss or damage of any kind incurred as the result of any transactions entered into with such third-party merchants.

15. Privacy. Use of the Site is also governed by our Privacy Policy, which is incorporated by reference into this Agreement.

16. Disclaimers. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of the Site, from any Member Content posted on the Site, or from the conduct of any Users of the Site, whether online or offline, or from any RSS Feed Content. We expressly disclaims any warranty of fitness for a particular purpose or non-infringement. We cannot guarantee and do not promise any specific results from use of the Site.

16.1 Content from Third-Parties and RSS Feeds. We are not responsible for, and makes no warranties, express or implied, as to any RSS Feed Content or the accuracy and reliability of any RSS Feed Content posted on the Site. Such RSS Feed Content does not necessarily reflect the opinions or policies of ThePrysm.com or Newport One, LCC. RSS Feed Content and third-party applications (such as widgets) on the Site may contain links to other websites; we are not responsible for the content, accuracy, advice, or opinions expressed on such websites, and such websites are not necessarily investigated, monitored, or checked for accuracy or completeness by us. Inclusion of any linked website on the Site does not imply approval or endorsement of the linked website by us. You access these third-party websites at your own risk. We takes no responsibility for third-party advertisements or third-party applications that are posted on the Site, nor do we take any responsibility for the goods or services provided by such advertisers or merchants.

16.2 Member E-Mail Accounts. While we make available to our Members free e-mail accounts, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of, or loss of any communication. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software; or for failure of any e-mail due to technical problems or traffic congestion on the Internet or on any portion of the Site. 16.3 Customer Support. We are under no obligation to provide customer support. However, if we do, in our sole discretion, choose to provide customer support, that exercise of discretion shall not create any obligation to provide ongoing support or to provide additional support in the future.

17. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT NEITHER THEPRYSM.COM, NEWPORT ONE, LLC, NOR THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS AND SUPPLIERS, NOR EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, WILL BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL, OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF THEPRYSM.COM AND NEWPORT ONE,LLC, AND THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AND SUPPLIERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.

18. Disputes. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to its conflict of law provisions. You and we agree to submit to the exclusive jurisdiction of the courts located within the State of Florida to resolve any dispute arising out of this Agreement or use of the Site. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

19. Indemnity. You agree to indemnify and hold harmless us, our affiliates, and respective officers, directors, agents, attorneys, partners, and employees, from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your use of the Site in violation of this Agreement, and/or any breach of your representations and warranties set forth in this Agreement, and/or if any Content that you post on or through the Site causes us to incur liability.

20. Other. This Agreement is accepted by you upon your clicking the “I Accept” button. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and incorporates by reference the ThePrysm.com Terms of Use Agreement and ThePrysm.com Privacy Policy. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is deemed unlawful, void, or unenforceable, that provision shall be severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. If you have any questions regarding this Agreement, please contact us.