WEBSITE TERMS OF USE

Welcome to www.seesmartled.com (the "Site"), the Internet site maintained by Seesmart, Inc. and its affiliates (collectively, "Seesmart" or the "Company"). The Site's goal is to provide the best services and products to you. To ensure that we can provide a safe and friendly environment for all of our users, we have established these TERMS OF USE ("Terms of Use"). The Terms of Use spell out just what you can expect from us and what we can expect from you.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE. THEY ARE LEGALLY BINDING ON YOU. By using the Site, you signify your assent to these Terms of Use (Note: the use of the word "Terms" also includes the term and concept of "Conditions"). We reserve the right, at our sole discretion, to modify, add or remove portions of these Terms of Use at any time. Please check these terms periodically for changes. Your continued use of this Site now or following the posting of changes to these Terms of Use will signify that you accept these Terms of Use and/or any changes or modifications hereto. Your violation of these Terms of Use, at a minimum, will result in your loss of the right to use the Site, as we may decide in our absolute discretion.

1. RESTRICTIONS ON USE OF MATERIALS.

All materials on this Site, including but not limited to, text, images, designs, audio, graphics, logos, software, and the like (collectively called the "Materials") are Copyright © 2010, SeeSmart, Inc., 4139 Guardian Street, Simi Valley, CA 93063. (All rights reserved). Further, all trademarks, service marks, and trade names are proprietary to the Company. You may not copy, transmit, post, create derivative works from, or republish in any way whatsoever any Materials from our Site without the prior written permission of the Company. However, you may download or make one copy of the Materials and other downloadable items for your personal (noncommercial) use only, provided all copyright and other notices on the Materials are left intact. Any modification or use of the Materials for any other purposes is an infringement on the Company's copyright and other proprietary rights. Use of these Materials on any other Web Site or other networked computer environment is prohibited without the prior written permission of the Company.

2.USER CONTENT.

You hereby grant the Company a license to use any materials you post to the Site. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content ("User Content") to the Site, you are granting the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the business (on the Internet and otherwise) of the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that the Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.

3. PRIVACY POLICY

The Company respects your privacy and permits you to control the treatment of your personal information. A complete statement of The Company's current privacy policy can be found by clicking here. The Company's privacy policy is expressly incorporated herein by this reference.

Please note further, that when you are required to open an account to use or access the Site, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify the Company immediately on any unauthorized use of your account, user name, or password. The Company shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your account or password.

4.COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS.

When accessing the Site, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, "Content") in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

5.INAPPROPRIATE CONTENT.

You shall not make the following types of Content available: you agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. The Company reserves the right to terminate your receipt, transmission, or other distribution of any of the foregoing, and, if applicable, to delete any such material from its servers. The Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

6.COPYRIGHT INFRINGEMENT.

The Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site. The Company has adopted a policy that provides for the immediate suspension and/or termination of any Site user who is found to have infringed on the rights of the Company or of a third party, or otherwise violated any intellectual property laws or regulations. The Company's policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide the Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material; (d) information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to the Company as follows: Website Administrator, Seesmart, Inc., 4139 Guardian St., Simi Valley, CA 93063, 877.578.2536 (ph), info@seesmartled.com (email).

7.ALLEGED VIOLATIONS.

The Company reserves the right to terminate your use of the Site. To ensure that the Company provides a high quality experience for you and for other users of the Site, you agree that the Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site. The Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but the Company reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if the Company believes that you have violated any of these Terms of Use, furnished the Company with false or misleading information, or interfered with use of the Site by others.

8.NO WARRANTIES.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES. THE COMPANY IS MAKING THE SITE AVAILABLE "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITED LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY CLAIMS OF NEGLIGENCE OR BREACH, INCLUDING BEING LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES FROM THE USE OR INABILITY TO USE THE MATERIALS ON THIS SITE PROVIDED TO YOU BY THE COMPANY, EVEN IF WE HAVE BEEN ADVISED OF THE THESE POSSIBILITIES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

10. LINKING FROM AND TO THIS WEBSITE.

To the extent that the Site has links from and to other Web Sites, we cannot endorse or control their content, accuracy, compliance with laws, or accessibility. If you decide to access these linked sites, you do so at your own risk and the Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and the Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Any concerns regarding such outside internet sites, or any link thereto, should be directed to that particular Web Site.

Any link to this Site is subject to our approval, conditions, and agreement, as we may decide in our sole discretion. Additionally, any linking, whether it is a hyperlink, use of spiders or robots, or whatever applicable technology, of a commercial, competitive, or offensive nature is strictly prohibited.

11. TERMINATION OF USE.

The Company reserves the right to refuse service, terminate accounts, suspend activity and/or cancel orders (if applicable) in its sole discretion, including, without limitation, if we believe that any customer's or user's conduct violates applicable law, is harmful to another user's interest, or is harmful to the Company's, a third-party's, or a service provider's interests.

12. PROHIBITED USES

The Company imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, "flooding," "spamming," "mail bombing," or "crashing;" (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.

13. INDEMNITY.

You agree to indemnify the Company for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. The Company will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

14. COPYRIGHT.

All contents of Site or Service are: Copyright © 2010, SeeSmart, Inc., 4139 Guardian Street, Simi Valley, CA 93063. All rights reserved.

15. GOVERNING LAW.

These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Ventura County, California, USA in all disputes arising out of or related to the use of the Site or Service.

16.SEVERABILITY; WAIVER.

If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

17. NO LICENSE.

Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by the Company or by any third party.

18. CALIFORNIA USE ONLY.

The Site is controlled and operated by the Company from its offices in the State of California. Company makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as Company's purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

19. ACKNOWLEDGEMENT.

BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.