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This User Agreement ("Agreement") is made by and between Aviary, Inc, a Delaware corporation domiciled in New York,  ("Worth1000.com") and you ("you" or "your"). This Agreement contains the terms and conditions that govern your use of this Web Site.

BY AFFIRMING THAT YOU AGREE WITH THESE TERMS, OR ACCESSING OR USING ANY PART OF THIS WEB SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT FOR ALL PAST, PRESENT AND FUTURE USES BY YOU OF THE WORTH1000.COM WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE. WORTH1000.COM RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. ACCORDINGLY, YOU SHOULD REVIEW THIS AGREEMENT FROM TIME TO TIME TO BECOME FAMILIAR WITH SUCH CHANGES.

1. Definitions

1.1 "Worth1000.com Service" means all of the services that Worth1000.com offers on the Worth1000.com Web Site, including, without limitation, the "E-Commerce Service," the "Manufacturing Service" and the "Subscription Service," and all technology, processes and materials used to provide such services.

1.2 "Worth1000.com Web Site" means the web site located at the domain names "Worth1000.com" and at such other domain names used to identify web sites on which Worth1000.com may offer the Worth1000 Service.

1.3 "E-Commerce Service" means the portions of the Worth1000.com Service that are accessible over the Internet.

1.4 "Manufacturing Service" means the manufacturing service offered by Worth1000.com that enables Worth1000.com Members to customize and print Products for their customers.

1.5 "Member" means any person or entity who opens and maintains an account with Worth1000.com.

1.6 "Product" means any product designed, manufactured, marketed or sold using the Worth1000.com Service.

1.7 "Site" means a page or network of pages created, hosted and/or maintained on the Worth1000.com Web Site.

1.8 "Siteowner" means any person or entity who opens and maintains a Site.

1.9 "Subscription Service" means Worth1000.com's fee-based subscription service that contains additional premium features that enable members access to additional areas of the Website.

2. General Rules

2.1 You will comply with all of the terms and conditions of this Agreement and all applicable laws, regulations and rules when you use the Worth1000.com Service, whether you just browse the Worth1000.com Web Site, use its freely-available services, enter contests as a Member, create websites as a Member, purchase Products as a Member or operate a Site as a Siteowner. You can read the complete guidelines here.

2.2 Worth1000.com will only provide the Worth1000.com Service to persons and entities who can form legally binding contracts under applicable law. Without limiting the foregoing, minors may not use the Worth1000.com Service.

2.3 Worth1000.com may modify the Worth1000.com Service at any time with or without notice to you.

2.4 If Worth1000.com determines, in its sole and absolute discretion, that you will breach a term or condition of this Agreement by uploading, designing, manufacturing, marketing or selling a Product that infringes the rights of others or otherwise does not meet the standards of Worth1000.com, Worth1000.com may cancel any order for such Product without any liability to you or any third party.

3. Opening an Account

3.1 To become a Member, you must open an account with Worth1000.com through its online registration process. Only Members have the right to purchase Products, become Siteowners and use certain portions of the Worth1000.com Service.

3.2 To become a Siteowner, you must open and maintain a Site using the Worth1000.com Service. Only Siteowners have the right to design, manufacture, market or sell Products and use certain portions of the Worth1000.com Service.

3.3 You must provide Worth1000.com with accurate and complete contact and payment information if you open an account with Worth1000.com. You must promptly notify Worth1000.com if any of this information changes.

3.4 You will need to select a password if you open an account. You will be responsible for all use of your password, including, without limitation, any use by any unauthorized third party. You must notify Worth1000.com immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Worth1000.com immediately if you become aware of any other breach or attempted breach of the security of the Worth1000.com Service.

4. Your Conduct

4.1 Generally, you must use the Worth1000.com Service in a manner that demonstrates good taste and respect for the rights of Worth1000.com and third parties. You can read the complete guidelines here.

4.2 If you open a Site, you will be solely and exclusively responsible for ensuring that the Site, its contents and the contents of any web sites linked to your Site, are in compliance with the terms and conditions of this Agreement and all applicable laws, regulations and rules.

4.3 You will not use the Worth1000.com Service to post content or to design, manufacture, market or sell a Product that (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, rights of privacy and publicity, (ii) is libelous, defamatory or slanderous, (iii) condones, promotes, contains or links to warez, cracks, hacks or similar utilities or programs, (iv) is sexually suggestive or contains explicitly sexual content (including nudity), (v) does or may denigrate or offend any ethnic, racial, gender, religious or other protected group, through use of language, images, stereotypical depiction or otherwise, (vi) is designed to or does harass, threaten, defame or abuse others, (vii) exploits images or the likeness of minors, (viii) encourages or depicts the use of drugs, alcohol or cigarettes or (ix) is generally offensive or in bad taste.

4.4 You will not (i) use "spam," "blast-faxes" or recorded telephone messages to market or sell Products, (ii) interfere with the Worth1000.com Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware, (iii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Worth1000.com Service, (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the Worth1000.com Web Site, (v) collect electronic mail addresses or other information from third parties by using the Worth1000.com Service, (vi) impersonate another person or entity, (viii) engage in any activity that interferes with any third party's ability to use or enjoy the Worth1000.com Service or (ix) assist any third party in engaging in any activity prohibited by this Agreement.

5. Terms of Upload. You agree to follow the worth1000 guidelines that govern uploading.

6. Intellectual Property Rights

6.1 Worth1000.com will solely and exclusively own all intellectual property and other rights, title and interest in and to the Worth1000.com Service, and Worth1000.com will have the sole and exclusive right to obtain trademark and copyright registrations, patents and other protection therefore. You will not acquire any right, title or interest in any rights of Worth1000.com under this Agreement or otherwise.

6.2 You hereby grant to Worth1000.com an unlimited non-exclusive, royalty-free right, to utilize any content submitted to Worth1000.com including but not limited to your trademarks, trade names, designs, images, logos and other creative works (collectively referred to as "Party Marks") in connection with the advertising, promotion, production and sale of the products and services you choose to sell in accordance with this Agreement.

6.3 You grant Worth1000.com permission to reproduce your Party Marks in Worth1000.com marketing, advertising and other uses, provided Worth1000.com credits you as actual owner of the Party Marks on the Worth1000 website within a reasonable period of time subsequent to submission. Content submitted to Worth1000.com contests wherein there exists a time limit on the contests' duration may not be credited to you until the contest has officially expired. Contest expiration is determined at the sole discretion of Worth1000.com. A reasonable period of time subsequent to submission may take into account, but is not limited to, the expiration date of contests.

6.4 If you submit content to Worth1000.com (on a message board, in connection with your participation in a Worth1000.com contest, or otherwise) you hereby grant Worth1000.com an unrestricted and unlimited license to use such content (or any portion thereof) on the Worth1000.com Web Site, in email "newsletters" or other promotional materials (collectively referred to as "Promotions") to promote or advertise any of your Sites or the Worth1000.com Service, or to allow external entities to republish the material in conjunction with promoting and/or advertising the Worth1000.com website, or to republish such content on the Worth1000.com site or affiliates' sites, as the company sees fit, with or without identifying the content as yours on the Promotions, provided that your content is is identified as yours on the Worth1000 website within a reasonable period of time subsequent to submission to Worth1000.com.

6.5 Images and artwork you created with Worth1000.com software and/or web services may be used on your Web site, or any other reproduction, provided the images and artwork are used to represent the services provided by Worth1000.com.

6.6 Worth1000.com does reserve the right to merge it's logo or other messages onto your submitted content for display on its website and other services.

7. Representations and Warranties

7.1 Each party represents and warrants to the other party (i) that it has the full power and authority to enter into and perform under this Agreement, (ii) the execution and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules, and (iii) this Agreement is a legal, valid and binding obligation of the party executing this Agreement, enforceable in accordance with its terms and conditions.

7.2 You represent and warrant to Worth1000.com that any content you submit to Worth1000.com and any Product that you design, manufacture, market or sell using the Worth1000.com Service will not infringe the copyright, trademark, patent, trade secret, rights of privacy and publicity or other legal right of any third party.

8. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS

8.1 WORTH1000.COM PROVIDES THE WORTH1000.COM SERVICE ON AN "AS IS" BASIS. WORTH1000.COM DOES NOT REPRESENT OR WARRANT THAT THE WORTH1000.COM SERVICE OR ITS USE (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. WORTH1000.COM MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

8.2 THE THIRD-PARTY LINKS, SERVICES, RESOURCES AND INFORMATION THAT WORTH1000.COM PROVIDES ON OR MAKES AVAILABLE THROUGH THE WORTH1000.COM WEB SITE ARE NOT CONTROLLED BY WORTH1000.COM. ACCORDINGLY, WORTH1000.COM MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, RESOURCES AND INFORMATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES, RESOURCES OR INFORMATION.

8.3 WORTH1000.COM WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE Worth1000.COM SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4 EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF (i) THE AMOUNT PAID BY WORTH1000.COM TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.

9. Indemnification. You will indemnify and hold Worth1000.com and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Indemnified Parties") harmless from any damage, loss, cost or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Indemnified Parties insofar as such Claim alleges facts or circumstances that would constitute a breach of any provision of this Agreement by you. If you are obligated to provide indemnification hereunder, Worth1000.com may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise or in any other manner dispose of any Claim without the consent of Worth1000.com. If you are obligated to provide indemnification hereunder, Worth1000.com may withhold any payment it is otherwise required to make to you under Section 5 as a set off against your indemnity obligations.

10. Third-Party Services. Worth1000.com may use third-parties to provide certain services that you may link to from Worth1000.com. For example, the Worth1000.com site uses the PayPal.com website to conduct monetary transactions. These services may have their own terms of use and other policies. You will be governed by such terms and policies as well as the terms of this Agreement.

11. Additional Terms. The following agreements, rules and policies contain additional terms and conditions that govern your use of the Worth1000.com Service. Worth1000.com reserves the right to make changes to such agreements, rules and policies at any time. Continued use of any part of the Worth1000.com Service constitutes your acceptance of such changes. Accordingly, you should review such agreements, rules and policies from time to time to become familiar with such changes. If the terms of any of the following conflict with the terms of this Agreement, the terms of this Agreement will govern and be given precedence.

11.1 Worth1000.com may conduct contests in accordance with its Contest Rules.

12. Termination

12.1 In its sole and absolute discretion, with or without notice to you, Worth1000.com may (i) suspend or terminate your use of the Worth1000.com Service, (ii) terminate your account, (iii) remove any of your Images, Websites or Sites from Worth1000.com's servers and (iv) prohibit you from opening any new Websites, Sites or creating new contest entries.

12.2 If you are a Member, you may terminate your account for any reason at any time by contacting us of your intention. We reserve the right to permanently store, maintain, use and display all images uploaded by you in the past, even if you terminate your account. Please note that account termination will not necessarily result in your information being purged/deleted from our databases; Just that you will no longer be able to access Worth1000. We will delete information on a case-by-case basis only, at our discretion.

12.3 This Agreement will survive indefinitely unless and until Worth1000.com chooses to terminate it, regardless of whether any account you open is terminated by you or Worth1000.com.

12.4 If you or Worth1000.com terminate your account, or if Worth1000.com takes any action pursuant to Section 12.1, Worth1000.com may delete any web sites, web pages, files, graphics or other content or materials relating to your use of the Worth1000.com Service on Worth1000.com's servers or otherwise in its possession and Worth1000.com will have no liability to you or any third party for doing so. If you or Worth1000.com terminate your account you must immediately remove all links to the Worth1000.com Web Site from any web sites you operate and cease representing yourself as a Member and/or Siteowner.

13. Notices. All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to Worth1000.com, you must use the address first set forth above or the following email address: copyright@Worth1000.com. If Worth1000.com provides notice to you, Worth1000.com must use the contact information provided by you to Worth1000.com. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on the return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated.

14. Miscellaneous. This Agreement will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of New York without reference to conflict of law principles. Any action or proceeding to enforce this Agreement will be brought in the federal or state courts located in NY, New York. This Agreement will not be assignable or transferable by you without the prior written consent of Worth1000.com. This Agreement (including all of the agreements, rules and policies described in Section 11, which are hereby incorporated herein by this reference) contains the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. You and Worth1000.com are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.