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BEBO OPEN MEDIA PLATFORM
TERMS OF SERVICE FOR CONTENT PARTNERS

Last updated: November 2007

Preface to Terms of Service

Thank you for your interest in participating in Bebo's Open Media Platform, a powerful new way for companies to distribute content to the 40 million-strong Bebo community. Our goal in creating the Open Media Platform is to allow you, our content partners, to take advantage of the unique environment of Bebos social network to reach, engage and cultivate your fans. Within Bebo, you can use our built-in social networking architecture to develop community around your content brands and to drive wide-spread usage through the magic of viral distribution.

Introduction

THE FOLLOWING TERMS AND CONDITIONS ("THE TERMS OF SERVICE") APPLY TO YOUR USE OF THE WEBSITE www.bebo.com ("THE BEBO SITE") OPERATED BY BEBO, INC. ("BEBO") ON WHICH YOU CAN UPLOAD CONTENT ON TO BEBOS OPEN MEDIA PLATFORM (THE "SERVICE"). IF YOU ARE AN INDIVIDUAL ACTING AS A REPRESENTATIVE OF A CORPORATION OR OTHER LEGAL ENTITY THAT WISHES TO USE THE SERVICE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF OF SUCH ENTITY, AND THAT ALL PROVISIONS OF THESE TERMS OF SERVICE WILL BIND THAT ENTITY. BY ACCEPTING THESE TERMS AND CONDITIONS, OR BY USING OR ACCESSING ANY PORTION OF THE SERVICE, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU HAVE NO RIGHT TO USE THE SERVICE. Under these Terms of Service, you are permitted to upload, copy, display, transmit and communicate your Content to the public on the Service. These activities in relation to your Content (as defined below) are referred to in these terms as "exploit", "exploiting", "exploited" and "exploitation". Where applicable under law, these Terms of Service constitute a "writing signed by you". If there is a conflict between these Terms of Service and the terms of any signed Open media platform terms agreement ("Agreement") between you and Bebo, the terms of the Agreement shall control.

Changes to Bebo.com and the Terms of Service

We may modify any of the terms and conditions contained in these Terms of Service, at any time and in our sole discretion, by posting a change notice or a new agreement on the Bebo Site and we may send registered users an email notifying them of the change. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU AGREE TO STOP USING THE BEBO SITE AND THE SERVICE. YOUR CONTINUED USE OF THE BEBO SITE AND THE SERVICE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE OR RECEIVING OUR EMAIL NOTIFYING YOU OF THE CHANGE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. No amendment or modification of this Agreement other than as provided above will be binding on Bebo unless set forth in a writing signed by an authorized representative of both parties.

Additional Terms and Conditions

If you access or use the Service through a third party website or other interface, or if you use a software or other product in connection with the Service (including exploiting your Content (as defined below) via any media player), you may be subject to separate terms and conditions in addition to these Terms of Service.

Eligibility and Registration

In agreeing to these Terms of Service and by clicking the "Accept" button below, you: (i) warrant that you create and produce audiovisual content on a regular basis and own and run a website dedicated to the exploitation of such content; (ii) you are at least eighteen years of age; (iii) warrant that you will use the Service solely in accordance with these Terms of Service; and (iv) acknowledge that you are bound by and are a party to this agreement.

In order to use the Service, you must provide certain information from time to time in connection with our registration process, including (without limitation) comprehensive reporting metadata, music cue sheets (where available) and such other information as Bebo may reasonably request. You agree to provide accurate, current and complete information as prompted by the Bebo Sites interface, and you undertake to update such information as necessary from time to time to keep it accurate, current and complete. Your registration will only be successful following Bebo's verification of your website details from the web address provided by you in the registration form.

Hosting, Serving and Storage

You are solely responsible for all hosting, serving and storage of your Content in connection with its exploitation via the Service and the Bebo Site and you warrant, represent and undertake that you will pay and be responsible for any and all costs and fees associated with such hosting, serving and storage.

By uploading Content to the Service you hereby grant to Bebo a license to use the Content for all purposes connected with the Service, including to:

(i) market and promote the availability of the Media Player (as defined below) and the Content for display via the Service on the Bebo Site (ii) use, reproduce and display the Media Player and the Content on and through the Service, (iii) embed and integrate the Media Player, together with the Content hosted and transmitted by you in connection therewith, on and into the web pages comprising the Service; (iv) feature the availability of the Media Player and Content in Bebo's advertisements and promotional materials for the Bebo Site and the content offered to Bebo users; (v) use stills and extracts from the Content on any media only for the purpose of promoting the Service; and (vi) to the extent necessary, copy or cache, store and process such information, codes and data (including metadata) on or using Bebo's servers or systems as required to display, render or otherwise facilitate the availability of the Service and other approved Content on the Bebo Site. Media Player means the digital media player software application, together with all enhancements, modifications, improvements, replacements, updates or upgrades thereto and instances, copies and derivative works thereof, which (a) are made available by the Content Partner to Bebo for integration and use on and through the Service and (b) enable users to access, select, view and playback Content via the Service.

You shall send a report to Bebo within fifteen (15) days (but in no event later than thirty (30) days) of the last day of each month for the preceding month showing in reasonable detail the total number of times that each item of Content is streamed on the Service.

Territory

Your Content will be made available to users Worldwide except if you have indicated a territorial restriction in the Content uploading process, in which case, Bebo will use geo-IP filtering technology to limit access to your Content to users within a specific country as designated by you using the metadata identified in each Content file during the upload process.

Conduct and Appropriate Content

You are solely responsible for your conduct and any data, text, information, graphics, photos, profiles, audio and video clips, links and other content (Content) that you exploit on the Service.

We may, but shall have no obligation to, remove any Content in our sole discretion, including (but not limited to) Content which in our opinion is unlawful, fraudulent, threatening, libellous, defamatory, obscene or otherwise objectionable, or that we believe infringes or violates any party's intellectual property or other proprietary rights or these Terms of Service. Further, under no circumstances does Bebo have any obligation to check the accuracy or truthfulness of any Content, nor to monitor your use, or any other members use, of the Service.

You agree that we may disclose Content to others if required to do so by law or if we believe that such disclosure is necessary to: (a) comply with law; (b) protect the rights, property, or personal safety of Bebo, Bebo's users and the public; (c) respond to claims that any Content violates the rights of any third party; or (d) enforce these Terms of Service.

You acknowledge that the technical processing and transmission of the Bebo Site and the Service, including your Content, may include (i) transmissions over various networks and (ii) certain modifications to conform and adapt to technical requirements of connecting networks and/or devices.

CONDITIONS FOR USE

You agree to abide by all applicable local, state, national and international laws and regulations including laws regulating the export of data from the United States or your country of residence and are solely responsible for all acts or omissions that occur under your account made by you including in relation to Content exploited by you via the Service. By way of example, and not as a limitation, you agree NOT to:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the rights (such as rights of privacy and publicity) of others;
  • Exploit any harmful, obscene, indecent, unlawful, libelous, profane, defamatory, infringing, inappropriate, hateful, or racially, ethnically or otherwise objectionable Content;
  • Exploit Content that is unlawful or promote or encourage illegal activity or that would violate the property rights of others;
  • Exploit Content of any third party without such third party's prior written consent, or Content that falsely expresses or implies that such Content is sponsored or endorsed by Bebo;
  • Create a false or misleading identity of, including, but not limited to, a Bebo employee, or falsely state or otherwise misrepresent your affiliation with a person or entity, for the purpose of misleading others as to the identity of the sender or the origin of a message or to harvest or otherwise collect information about others;
  • Access any Content made available on the Bebo Site through any technology or means other than as Bebo shall explicitly designate for this purpose;
  • Disable, circumvent, or otherwise interfere with any security and/or copyright protection features of the Bebo Site, which shall include any features that limit or control the use of the Bebo Site or users ability to access, use, copy or share Content;
  • Exploit any Content that contains in any form software viruses or such programs as including but not limited to, Trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • Use the Bebo Site or the Service in any unlawful manner or in any other manner that could alter, modify, damage, disable, overburden or impair the Bebo Site (and all related technologies);
  • Attempt to gain unauthorized access to the Service or the Bebo Site, other accounts, computer systems or networks connected to the Service or the Bebo Site, through password mining or any other means;
  • Modify, adapt, translate, or reverse engineer any portion of the Service or the Bebo Site, or use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or the Bebo Site;
  • Reformat or frame any portion of the web pages that are part of the Service or the Bebo Site;
  • Exploit Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary right of any party or infringes any intellectual property law or any other applicable law;
  • Remove any copyright, trademark or other proprietary rights notices contained in or on the Bebo Site;
  • Disseminate unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such unauthorized material; or
  • Exploit Content that infringes any advertising and/or marketing laws, regulations, codes of practice and guidelines or other applicable matters of a similar nature in force from time to time in any relevant jurisdiction.

Proprietary Rights

Bebo does not claim any ownership rights in any Content that you exploit on or through the Service or on the Bebo Site. After exploiting Content on or through the Service or on the Bebo Site, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By exploiting any Content on or through the Service, to the extent that it may be necessary under law, you hereby grant to Bebo a worldwide, non-exclusive, royalty-free, transferable license to use, copy, modify, publicly perform, publicly display, reproduce, communicate to the public and distribute such Content in connection with the provision of the Service and the Bebo Site, including with regard to the promotion of the Service and the Bebo Site on any media whether now known or hereafter invented, whether or not within the contemplation of the parties.

You represent, warrant and undertake that:

(i) you have the power and the authority to enter into the Terms of Service and that in doing so you will not be breaching the rights of any third party;

(ii) you own the Content exploited by you on or through the Service or otherwise have the right to grant the license set forth in this section;

(iii) the exploitation of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contractual rights or any other rights of any person and complies with Bebo's content standards policy (available at http://www.bebo.com/OpenMediaGuidelines.jsp) and will not be unlawful, obscene, defamatory, offensive, hateful or racist;

(iv) you have obtained (a) adequate performers consents and releases, including (without limitation) all performers rights conferred pursuant to the relevant legislation in any relevant jurisdiction and (b) all waivers of the benefit of any and all moral rights or similar rights to which any third party is or may be entitled, in respect of your Content and its exploitation pursuant to these Terms of Service;

(v) you will comply with all laws, regulations, codes of practice and guidelines or other applicable matters of a similar nature in force from time to time in any relevant jurisdiction, which apply to the exploitation of your Content on or through the Service; and

(vi) you will pay and be responsible for any and all royalties, payments (including all costs related to music clearances and residual, participation and/or repeat fee payments and any other payments to writers, artists, performers, producers or directors), fees, and any other monies owing to any person or entity by reason of any Content exploited by you on or through the Service and any metadata and other materials provided by you to us.

Bebo and its affiliates and licensors own and retain all rights in the Bebo Site, which contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including without limitation all (1) text, (2) software, (3) photographs, (4) graphics, (5) page layout, and (6) design presented through and as part of the Bebo Site. Except as expressly authorized by Bebo, you may not copy, modify, publish, transmit, distribute, perform, display or sell any of Bebo's proprietary information. 'Bebo' and 'Bebo.com' and 'ffART' are trademarks of Bebo, Inc.

Privacy Policy

We take privacy very seriously and collection and use of personal information is governed by our Privacy Policy (available at http://www.bebo.com/Privacy.jsp).

Copyright Policy

You may not exploit in any way any copyright material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. Bebo respects the intellectual property rights of others and will terminate any users or content partners access to the Service and the Bebo Site according to these terms of use if Bebo is notified that such users activities infringe the rights of third parties on more than one occasion. If you believe that your work (or the work of a third party on whose behalf you are entitled to act) has been exploited in a way that constitutes copyright infringement, please file a copyright infringement notification ("Notice") with us in accordance with the procedure set out in our General Terms and Conditions (available at http://www.bebo.com/TermsOfUse.jsp).

If you believe that any material that you have uploaded on to the Bebo Site has been removed in error, or that the content in question does not infringe the copyright of any third party, you may file a counter-notice ("Counter-Notice") with us in accordance with the procedure set out in our General Terms and Conditions.

If you are unsure as to your rights in respect of your material, or whether there has been an infringement of copyright, we would advise that you take legal advice before sending a Notice or a Counter-Notice to Bebo. This 'notice and takedown process' is regulated by statute. There may be negative consequences if you make false allegations or send a Notice or a Counter-Notice to Bebo in bad faith.

Advertisements, Communications and Links

You shall have the right and option, to control, serve, program and sell advertising inventory contained solely as integrated within your media player and/or Content itself including, the right to determine the nature, format, volume, frequency and duration of such advertising inventory and the rates applicable to the sale thereof. All advertising must be clearly and visually associated with your media player and in conformance with Bebo's standard advertising terms and conditions (click to review http://www.bebo.com/OpenMediaGuidelines.jsp).

You acknowledge that the Bebo Site and the Service may include Content which includes advertisements and communications from various third parties and links to third party websites or resources (together, "Third Party Advertisements"). Bebo has limited control over the inclusion and placement by third parties of such Third Party Advertisements. Therefore, you acknowledge and agree that Bebo is not responsible for the availability and placement of such Third Party Advertisements on the Service and the Bebo Site, and that Bebo does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available via such Third Party Advertisements.

You shall not under any circumstances, and shall not authorise or encourage any third party to, directly or indirectly generate impressions or clicks on any of your Advertisements and/or Content through any artificially inflated or other fraudulently manipulated or invalid means, including (without limitation) with the use of: (i) robots or other automated query tools; (ii) computer generated search requests; and (iii) any search engine optimization services. Bebo retains the right to investigate any activity that it considers, in its sole discretion, may be in breach of this paragraph, Bebo's standard advertising terms and conditions and these Terms of Service.

Fees

Bebo reserves the right to charge a fee for using the Service and/or any individual feature or portion thereof at any time in our sole discretion. If Bebo does charge a fee for using the Service or any feature or portion thereof you do not have any obligation to continue to use the Service or the applicable feature. In addition to such fees, you will pay any sales, use, value-added or import taxes, customs duties or similar taxes that may be assessed by any state and/or jurisdiction (collectively, "Taxes") that Bebo is legally required to charge on the applicable fees under these Terms of Service. If requested to do so by Bebo, or as otherwise required by applicable law, you will supply your VAT identification number to Bebo. We may also change the fees or fee structure for the Service or any feature thereof at any time in our sole discretion, and in such event your continued use of the Service or such feature constitutes your agreement to such change (provided, that you will not have any obligation to continue to use the Service or such feature).

Termination of the Bebo Service

At any time, you can terminate your account and/or remove your Content from view on the Bebo Site. In order to cancel your account, please email Bebo with a cancellation request at openmediapartners@beboinc.com. We may terminate your membership immediately and/or remove any Content at any time, for any reason, including without limitation any failure to comply with any part of these Terms of Service. Once your membership terminates, you will have no right to use the Service or the Bebo Site. Our proprietary rights, disclaimer of warranties, indemnities, limitations of liability, miscellaneous provisions and any obligation to pay Bebo's advertising revenue share (if relevant) shall survive any termination of your membership.

Bebo may also, in its sole discretion and at any time, discontinue temporarily or permanently providing the Service, or any part thereof, with or without notice. You agree that any termination of access to the Service under any provision of the Terms of Service may be effected without notice, and acknowledge and agree that Bebo may immediately deactivate or delete your account and all related information in your account and/or bar any further access to the Service. Further you agree that Bebo shall not be liable to you or any third party for any termination, interruption or discontinuance of access to the Service and/or the Bebo Site or modification of the Service and/or the Bebo Site.

Disclaimer of Warranties

Bebo, Inc. and its affiliates, licensors, partners, members, suppliers, employees, consultants and agents ("Bebo Group") disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or Content displayed on the Service or the Bebo Site.

Bebo Group further expressly disclaims: (i) that the Service and/or the Bebo Site will meet your requirements and will be uninterrupted, error-free, timely, or secure; (ii) that defects or errors will be corrected; (iii) that the Service and/or the Bebo Site or the server that makes it available are free of viruses or other harmful components and (iv) that the use of or the results of the use of the Service and/or the Bebo Site or the content made available as part of the Service and/or the Bebo Site will be correct, accurate, timely, or otherwise reliable.

Bebo Group expressly disclaims any and all responsibility and liability for the conduct of any member, and expressly disclaims that the content and materials of the Service and the Bebo Site input by other members is correct or accurate.

THE SERVICE, THE BEBO SITE AND ALL MATERIALS, INFORMATION (INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, LINKS OR ANY INFORMATION OR MATERIALS OBTAINED OR ACCESSED THROUGH THE BEBO SITE), PRODUCTS AND SERVICES INCLUDED THEREIN ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS, DEFECTS AND ERRORS" BASIS. BEBO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE, THE BEBO SITE OR DOCUMENTATION. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, BEBO DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, QUIET ENJOYMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. BEBO DOES NOT WARRANT THAT THE SERVICE OR THE BEBO SITE IS FREE OF VIRUSES, WORMS, TROJANS, SPYWARE OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE ACCESSIBLE ON A PERMANENT BASIS OR WITHOUT INTERRUPTION.

Hold Harmless and Indemnity

You agree to indemnify, and hold harmless Bebo, its customers and users, all third-party advertisers, technology providers and service providers, and each of their respective employees, directors and representatives, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including attorneys fees), arising out of or in connection with any claims, actions or proceedings (any and all of which are "Claims") which in any way arise out of or are related to: (i) your use of the Service; or (ii) your Content, including but not limited to any infringement of any third-party rights and any use of your Content; and (iii) your violation of any term or condition of Terms of Service. At Bebo's option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, Bebo may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and you may not settle any such Claim without Bebo's prior written consent). Third party advertisers, technology providers and service providers are express and intended third-party beneficiaries of this Section and as such will be entitled to directly enforce their rights hereunder.

Limitation of Liability

BEBO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE BEBO SITE OR THE SERVICE, FROM ANY TERMINATION OF THIS AGREEMENT OR YOUR ABILITY TO USE OR PARTICIPATE IN THE SERVICE FOR ANY REASON, FROM DISABLING OR REMOVING ANY CONTENT, OR FROM ANY USE OR MISUSE OF YOUR BY ANY BEBO USER OR ANY OTHER THIRD PARTY, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST DATA, BUSINESS OR ANTICIPATED PROFITS, WHETHER OR NOT BEBO WAS AWARE OF OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE SERVICE OR ANY PART OF THE SERVICE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND ITS RELATED BEBO SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES (INCLUDING, IN THE UNITED KINGDOM, IN RESPECT OF (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF BEBO OR (II) THE TORT OF DECEIT OR FRAUDULENT MISREPRESENTATION), SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU IN SO FAR AS SUCH EXCLUSIONS AND LIMITATIONS ARE NOT PERMITTED. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL BEBO BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING THE TOTAL ADVERTISING REVENUE ATTRIBUTABLE TO CONTENT UNDER THESE TERMS OF SERVICE.

Notices

Bebo may provide you with notices regarding the Service or these Terms of Service by regular mail, email, or postings to this Bebo Site.

Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of the Service and the Bebo Site.

Miscellaneous

These Terms of Service will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions or your actual state or country of residence. The parties agree to submit to the personal and exclusive jurisdiction of the courts located in the County of Santa Clara, California. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect. You shall not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect. Each of Bebo's affiliates are express and intended third party beneficiaries of these Terms of Service and may enforce any of its terms and exercise any of the rights to the same extent as Bebo.

You acknowledge and agree that, notwithstanding any other provisions of these Terms of Service, your breach or threatened breach of the Terms of Service shall cause Bebo irreparable damage for which recovery of money damages would be inadequate and that Bebo may obtain timely injunctive relief to protect its rights under the Terms of Service in addition to any and all other remedies available at law or in equity.

Without prejudice to any separate agreement between you and Bebo, these Terms of Service constitute the entire agreement between you and Bebo with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service by a party will be effective only if in writing and signed by a party.