PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY:

3Di Inc., a Japanese corporation (“3Di”), together with its Affiliates (as defined below), provides you access and use of this Site (this “Site”) which is expressly conditioned on your acknowledgment and acceptance of the Terms and Conditions (as defined below).  By accessing, browsing and/or using this Site and/or any of the Movable Life Services (as defined below), you irrevocably agree to be bound by the Terms and Conditions and all applicable laws.  If you do not: (i) agree to be bound by the Terms and Conditions and applicable laws each time you access, browse and/or use this Site and/or any of the Movable Life Services; or (ii) have the authority to agree to or accept the Terms and Conditions, please refrain from accessing, browsing and using this Site and/or any of the Movable Life Services.

MOVABLE LIFE SERVICES AGREEMENT

This MOVABLE LIFE SERVICES AGREEMENT (this “Agreement”), together with all of its amendments, modifications, changes, updates and additional terms and conditions, is a legal and binding agreement between you and 3Di (individually, the “Party” and collectively, the “Parties”), setting forth the Terms and Conditions (as defined below) for your use of this Site and the Movable Life Services, with reference to the following facts:

A.                    3Di desires to provide you access and use of this Site and the Movable Life Services pursuant to the Terms and Conditions.

B.                     You desire to access, browse and/or use this Site and the Movable Life Services pursuant to the Terms and Conditions.

NOW, THEREFORE, in consideration of the above premises and of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

1.                  Definitions.

1.1              “Affiliate” shall mean any corporation or business entity that, directly or indirectly, controls, is under common control with, or is controlled by 3Di.  For purposes of this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation or business entity, whether through ownership of voting securities or by contract or otherwise.

1.2              “Intellectual Property Rights” shall mean, collectively, all of the following worldwide intangible legal rights, acquired by ownership, license, or other legal operation: (i) all patents, patent applications, and patent rights, including all continuations, continuations-in-part, divisions, reissues, reexaminations, and extension of them; (ii) all trademarks, trade names, logos, and service marks registered by or on behalf of 3Di or its Affiliates; (iii) all rights associated with works of authorship, including copyrights, whether registered or not, copyright applications, copyright registrations, moral rights, mask work rights, mask work applications, and mask work registrations; (iv) all inventions, whether patentable or not, know-how, show-how, formulae, processes, techniques, confidential business information, trade secrets, and other proprietary information, technology, and intellectual property rights; and (v) all rights to sue or make any claims for any past, present, or future misappropriation or unauthorized use of any of the foregoing rights and the right to receive income, royalties, damages, or payments that are now or will later become due with regard to the foregoing rights.

1.3              “Linden Account” shall mean your account with Linden Lab which enables you to access and use Second Life.

1.4              “Linden Lab” shall mean Linden Research, Inc., a California corporation.

1.5              “Linden Server” shall mean that certain server computation, software access, messaging and protocols that simulate the Second Life environment.

1.6              “Linden Software” shall mean software provided to you by Linden Lab in connection with the Second Life.

1.7              “Movable Life Services” shall mean all services provided by 3Di to you in connection with this Site including, but not limited to, offering of the Movable Life Software to you.

1.8              “Movable Life Software” shall mean: (i) the software that is provided by 3Di on this Site to access the Linden Servers and thereby view or otherwise access the Second Life environment through this Site; and (ii) application program interfaces (API) provided by 3Di to you for use with Second Life and access to the websites and services available from the domain and subdomains of http://secondlife.com through this Site.

1.9              “Privacy Policy” shall mean that certain 3Di Privacy Policy which is posted on http://www.movablelife.net/privacy.html

1.10          "Second Life" is the multi-user online service offered by Linden Lab, including the “Linden Software” and the online environments that support the service, including without limitation, the Linden Server.

1.11          “Second Life Account” shall mean your account with Linden Lab which enables you to access the Linden Servers and thereby view or otherwise access the Second Life environment.

1.12          “Site Contents” shall mean any and all other human readable audio and/or visual elements of this Site created or owned by 3Di, its Affiliates, or third parties, including but not limited to any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works (including, for example, movie trailers or episodic works, home movies and digital photography), designs, logos, information, and other content made available through this Site by either 3Di on its own, or by 3Di in concert with third parties, whether part of the design of this Site or otherwise. 

1.13          “Site” shall mean the 3Di website located at http://3di.jp, and all associated sites linked to www.3Di.com by 3Di and its Affiliates, including 3Di websites around the world.

1.14          “Site Code” shall mean any and all underlying patentable or copyrightable elements (or protectable as trade secrets or otherwise under intellectual property laws) of this Site, including but not limited to source code, script, object code, software, protocols, algorithms, computer programs, data and other sets of statements and instructions contained in this Site.

1.15          “Terms and Conditions” shall mean all terms and conditions set forth in this Agreement and the Privacy Policy.

2.                  Conditions Precedent to Access Site and Movable Life Services.

2.1              Terms and Conditions. 

(i)                 Acceptance.  BY ACCESSING, BROWSING AND/OR USING THIS SITE AND/OR ANY OF THE MOVABLE LIFE SERVICES, YOU SIGNIFY YOUR IRREVOCABLE ACKNOWLEDGEMENT, ASSENT AND AGREEMENT TO THE TERMS AND CONDITIONS.  If you do not: (i) agree to be bound by any of the Terms and Conditions and applicable laws each time you access, browse and/or use this Site and/or any of the Movable Life Services; or (ii) have the authority to agree to or accept the Terms and Conditions, please refrain from accessing, browsing and using this Site and/or the Movable Life Services.

(ii)               Modification.  You specifically acknowledge and agree that 3Di reserves the right, in its sole and absolute discretion, at any time and from time to time without notice to you, to change, modify, discontinue, enhance, add or remove any portion of this Site, or any provision of the Terms and Conditions, in whole or in part.  Any changes to the Terms and Conditions will be effective when posted on this Site.  You agree to periodically review the then current version of the Terms and Conditions posted so that you are aware of any changes.  Your continued use of this Site and/or the Movable Life Services in any way after any changes to this Site or the Terms and Conditions are made or posted will be considered acceptance and acknowledgment of those changes and will constitute your agreement to be bound thereby.

2.2              Privacy Policy.  Except as otherwise expressly provided for in this Agreement, the Movable Life Services are subject to the Privacy Policy, which is expressly made a part of this Agreement by this reference.  Your access and/or use of this Site or any of the Movable Life Services are expressly conditioned on your acceptance of all terms and conditions set forth in the Privacy Policy.  By accessing, browsing and/or using this Site and/or Movable Life Services, you irrevocably agree to be bound by the terms and conditions set forth in the Privacy Policy. 

2.3              Personal Use.  Your use of this Site or any of the Movable Life Services shall be restricted for your personal and individual use.  You shall not use this Site and/or any of the Movable Life Services for and/or on behalf of any other person, group of individuals and/or entity.   You shall not use this Site and/or any of the Movable Life Services in any manner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.

2.4              Age.  You have to be at least thirteen (13) years of age to access this Site and use any of the Movable Life Services.  If you are over thirteen (13) years of age but not yet eighteen (18) years of age, please read the Terms and Conditions carefully with your parent and/or legal guardian to obtain a required consent from your parent and/or legal guardian.  If you are not yet: (i) thirteen (13) years of age; or (ii) eighteen (18) years of age and unable to obtain necessary consent from your parent and/or guardian, please refrain from accessing, browsing and/or using this Site and/or any of the Movable Life Services.  By accessing, browsing and/or using, or attempting to access, browse and/or use this Site and/or any of the Movable Life Services, you represent and certify that you are of sufficient legal age to access, browse and/or use this Site and/or the Movable Life Services and to accept the Terms and Conditions as binding legal obligations for any liability you may incur as a result of the use of this Site and/or the Movable Life Services.

2.5              Territory. The Movable Life Services are currently available only in the United States, Canada and Japan, and is not available in any other location.  You agree not to use or attempt to use the Movable Life Services from outside of the United States, Canada and Japan, and that 3Di may use technologies to verify your compliance.

2.6              System Requirement.  Use of the Movable Life Services requires a compatible device, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time.  Because use of the Movable Life Services involves hardware, software, and Internet access, your ability to use the Movable Life Services may be affected by the performance of these factors.  High speed Internet access is strongly recommended.  You acknowledge and agree that such system requirements, which may be changed from time to time, are your sole and absolute responsibility.  The Movable Life Services are not part of any other products or offering, and no purchase or obtaining of any other products shall be construed to represent or guarantee your access to the Movable Life Services.

2.7              Linden Account.  You must have a Linden Account in good standing to use the Movable Life Services, except for those portions of this Site to which 3Di allows access without registration.   You acknowledges and agrees that your Linden Account password is passed to this Site encrypted, and passed to Linden Lab's server encrypted without being stored or logged in this Site.

2.8              Security.  You understand that the Movable Life Services may include a security framework using technology that protects digital information and limits your usage of the Movable Life Services to certain usage rules established by 3Di and its licensors.  You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to this Site and/or any of the Movable Life Services for any reason whatsoever.  Such usage rules may be controlled and monitored by 3Di for compliance purposes, and 3Di reserves the right to enforce its usage rules with or without notice to you.  You will not access and/or use this Site and/or any of the Movable Life Services by any means other than through software (if any) that is provided by 3Di for accessing this Sits and/or the Movable Life Services.  You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to this Site and/or the Movable Life Services. Violations of system or network security may result in civil or criminal liability.

3.                  Use of Site.

3.1              Grant of License. 3Di hereby grants you a limited, non-exclusive, non-transferable, revocable and royalty-free license to access, use and privately display or exhibit this Site, the Movable Life, Site Code and Site Contents, in accordance with the Terms and Conditions for the sole purpose of your personal noncommercial use.

3.2              No Implied License.  No other licenses, expressed or implied, are granted (or deemed to be granted) by 3Di to you and all rights (including but not limited to the Intellectual Property Rights) in and to this Site, the Movable Life Services, Site Code and Site Contents, not licensed hereunder are expressly reserved by 3Di directly, or indirectly through its Affiliates. 

3.3              Prohibited Acts.  The access, use, display or exhibit of this Site, the Movable Life Services, Site Code and Site Contents for commercial purposes is unauthorized and may constitute infringement.  This license does not include any rights to: (i) sell, resell, lend, lease, rent or otherwise commercially use this Site, Movable Life Services, Site Contents, Site Code or any other material or information contained therein; (ii) collect or use any product listings, descriptions or any prices for any reason; (iii) create derivative works from the Site Contents, Site Code or any other materials or information contained therein; or (iv) download or copy account information of any third party for the benefit of another merchant.

3.4              Rules of Conduct.  Your use of this Site and the Movable Life Services is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties.  You are solely responsible for all activities, acts and omissions that occur in, from, through or under your Second Life Account, user name or password.  You shall not use, allow, or enable others to use this Site, or knowingly condone use of this Site by others, in any manner that is, attempts to, or is likely to:

(i)                 be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;

(ii)               affect 3Di and/or its Affiliates adversely or reflect negatively on 3Di and/or its Affiliates, this Site, 3Di and/or its Affiliates’ goodwill, names or reputation or cause duress, distress or discomfort to 3Di and/or its Affiliates or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of this Site, or from advertising, linking or becoming a supplier to 3Di and/or its Affiliates in connection with this Site;

(iii)             send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;

(iv)             be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or webpages;

(v)               transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;

(vi)             forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;

(vii)           violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any Intellectual Property Rights, rights of publicity or privacy, or any other rights of ours or of any other person, firm or enterprise; gain unauthorized access to this Site, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to this Site or to use this Site in any manner which violates or is inconsistent with the Terms and Conditions of this Agreement;

(viii)         modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of this Site or the rights or use and enjoyment of this Site by any other person, firm or enterprise; or

(ix)             collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of this Site, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so.

4.                  Advertising.  From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties such as our advertisers, sponsors, or promotional partners (collectively, the “Advertisers”) as a result of your use of this Site.  All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).

5.                  Contests, Sweepstakes, Auctions and Promotions.  From time to time, 3Di, or this Site’s operational service providers, suppliers, and advertisers may conduct promotions on or through this Site, including, without limitation, auctions, contests and sweepstakes (“Promotions”).  Each Promotion may have additional terms and/or rules which will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of this Agreement.

6.                  Ownership. 

6.1              Site and Movable Life Services.  You acknowledge and agree that 3Di, its Affiliates, licensors and/or content providers retain the sole and exclusive right, title, and interest in and to this Site, the Movable Life Services, Site Code and Site Contents, and are protected by applicable domestic and international copyright laws. 

6.2              Intellectual Property Rights.  You acknowledge and agree that 3Di and/or its Affiliates retain the sole and exclusive right, title, and interest in and to the Intellectual Property Rights in this Site, the Movable Life Services, Site Code and Site Contents and all copies thereof, in whole and in part.  All ideas, techniques, inventions, systems, formulae, discoveries, technical information, programs, prototypes, and similar developments (the “Developments”) developed, created, discovered, made, written, or obtained by you in the course of or as a direct or indirect result of accessing or using this Site and/or Movable Life Services, and all related industrial property, copyrights, patent rights, trade secrets, and other forms of protection thereof, shall be and remain the property of 3Di, and/or its Affiliates.  You agree to execute or cause to be executed such assignments and applications, registrations, and other documents and to take such other action as may be requested by 3Di and/or its Affiliate to enable them to protect their rights to any such Developments.

7.                  Third Party Sites.  This Site may contain links to other independent third-party internet sites, resources and/or sponsors of this Site including, but not limited to, Second Life (collectively, the “Linked Sites”).  The Linked Sites are provided solely as a convenience to our visitors.  Such Linked Sites are not under 3Di’s control, and 3Di is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. 3Di does not verify, warrant, endorse or take responsibility for the availability, accuracy, completeness or quality of these Linked Sites themselves or content contained in these Linked Sites.  Providing links to these Linked Sites does not constitute 3Di’s approval of the content, policies or practices of these Linked Sites.  You will need to make your own independent judgment regarding your interaction with these Linked Sites.

8.                  Violation of Terms and Conditions.

8.1              3Di may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of this Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) 3Di’s rights or property, or the rights or property of visitors to or users of this Site, including 3Di’s customers.  3Di reserves the right at all times to disclose any information that 3Di deems necessary to comply with any applicable law, regulation, legal process or governmental request.  3Di also may disclose your information when 3Di determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

8.2              You acknowledge and agree that 3Di may preserve any transmittal or communication by you with 3Di through this Site or any service offered on or through this Site, and may also disclose such data if required to do so by law or 3Di determines that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms and Conditions; (iii) respond to claims that any such data violates the rights of others; or (iv) protect the rights, property or personal safety of 3Di, its employees, users of or visitors to this Site, and the public.

8.3              You agree that 3Di may, in its sole and absolute discretion and without prior notice, terminate your access to this Site and/or block your future access to this Site if we determine that you have violated these Terms and Conditions or other agreements or guidelines which may be associated with your use of this Site.  You also agree that any violation by you of these Terms and Conditions will constitute an unlawful and unfair business practice, and will cause irreparable harm to 3Di, for which monetary damages would be inadequate, and you consent to 3Di obtaining any injunctive or equitable relief that 3Di deems necessary or appropriate in such circumstances.  These remedies are in addition to any other remedies 3Di may have at law or in equity.

8.4              You agree that 3Di may, in its sole and absolute discretion and without prior notice, terminate your access to this Site, for cause, including but not limited to: (i) requests by law enforcement or other government agencies; (ii) a request by you (self-initiated account deletions); (iii) discontinuance or material modification of this Site or any service offered on or through this Site; or (iv) unexpected technical issues or problems.

8.5              If 3Di does take any legal action against you as a result of your violation of these Terms and Conditions, 3Di will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to 3Di.  You agree that 3Di will not be liable to you or to any third party for termination of your access to this Site as a result of any violation of these Terms and Conditions.

9.                  Indemnification.  You shall defend, indemnify and hold harmless 3Di, and each of its current, former and future parent corporations, subsidiaries, Affiliates, employee benefit plans, and related entities or corporations, and their past and present officers, directors, shareholders, employees, creditors, fiduciaries, agents, employees, partners, attorneys, representatives, promoters, heirs, predecessors, successors and assigns (collectively, the “Released Party”), from any and all claims, demands, costs, expenses, obligations, damages or causes of action of any nature, including reasonable attorneys’ fees and costs, arising directly or indirectly from: (i) your breach of any of its representation or warranty set forth in this Agreement; (ii) your breach of any other term or condition set forth in this Agreement; (iii) your violation of any federal, state or local law in connection with this Agreement; and/or (iv) damages to any third party caused by your negligent or intentional acts or omissions in connection with this Agreement.

10.              Disclaimer.

10.1          Objectionable Material.  You understand that by accessing and using this Site and the Movable Life Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language.  Nevertheless, you agree to access and use this Site and the Movable Life Services at your sole and absolute risk and that 3Di shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.  Content types (including genres, sub-genres and categories and sub-categories and the like) and descriptions are provided for convenience, and you acknowledge and agree that 3Di does not guarantee their accuracy.

10.2          Disclaimer of Warranty.  3DI DOES NOT PROMISE THAT THIS SITE OR ANY CONTENTS, SERVICES OR FEATURE OF THIS SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THIS SITE WILL PROVIDE SPECIFIC RESULTS.  THIS SITE AND ITS CONTENTS ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.  ALL INFORMATION PROVIDED ON THIS SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.  3DI CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THIS SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.  3DI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  3DI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THIS SITE AND/OR ANY MOVABLE LIFE SERVICES.  YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THIS SITE AND ANY LINKED SITES.  YOUR SOLE REMEDY AGAINST 3DI FOR DISSATISFACTION WITH THIS SITE OR ANY CONTENTS IS TO STOP USING THIS SITE OR ANY SUCH CONTENTS.  THIS LIMITATION OF RELIEF IS A PART OF THIS AGREEMENT BETWEEN THE PARTIES.

10.3          Scope of Disclaimer.  The above disclaimer applies to any damages, liabilities or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. 

10.4          Reservation of Rights.  3Di reserves the right to do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to this Site, or any portion of this Site, for any reason; (ii) to modify or change this Site, or any portion of this Site, and any applicable policies or terms; and (iii) to interrupt the operation of this Site, or any portion of this Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

11.              Limitation of Liability.  Except where prohibited by law, in no event will 3Di be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if 3Di has been advised of the possibility of such damages.  If, notwithstanding the other provisions of these Terms and Conditions, 3Di is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of this Site or any of the Movable Life Services, 3Di’s liability shall in no event exceed the greater of: (i) the total of any subscription or similar fees with respect to any Movable Life Services on this Site paid in the six (6) months prior to the date of the initial claim made against 3Di; or (ii) One Hundred United States Dollars (US $100.00).  Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

12.              Termination.

12.1          Termination.  Your right to access and use this Site and/or the Movable Life Services automatically terminates if you violate these Terms and Conditions or any rules or guidelines posted in connection with this Site.  3Di also reserve the right, in its sole and absolute discretion, to terminate your access or use this Site and/or the Movable Life Services, for any reason, with or without notice.

12.2          Effect of Termination.

(i)                 Rights and Obligations Cease.  All rights and obligations of the Parties under this Agreement shall cease upon termination or expiration of this Agreement.  Neither Party shall be liable to the other Party for damages of any kind, including without limitation incidental or consequential damages, resulting form the termination or expiration of this Agreement.

13.              General Provisions.

13.1          Entire Agreement.  This Agreement: (i) constitutes the final, complete, and exclusive understanding and agreement between the Parties with respect to the subject matter of this Agreement; and (ii) supersedes all prior and contemporaneous understandings or agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.  Neither Party to this Agreement has been induced to enter into this Agreement by, nor is either Party to this Agreement relying on, any representation or warranty outside those expressly set forth in this Agreement.

13.2          Modification.  This Agreement, all agreements ancillary to this Agreement, and any related documents to be entered into in connection with this Agreement may be supplemented, amended or modified only by a written agreement by 3Di.  No supplement, amendment or modification of this Agreement, any agreement ancillary to this Agreement and any related document to be entered into in connection with this Agreement shall be binding unless it is in writing and signed by 3Di. 

13.3          Severability.  If any provision of this Agreement is held to be invalid for whatever reason by any arbitrator, court, governmental agency, body or tribunal, the remaining provisions of this Agreement shall continue in full force and effect.  Upon any such determination of invalidity, 3Di shall replace the invalid provision with a valid provision that effects the original intent of the Parties as closely as possible in a mutually acceptable manner.

13.4          Waiver.  No waiver of any breach, failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and executed by the Party waiving the breach, failure, right or remedy.  No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

13.5          Assignments.  Neither this Agreement, nor any right or interest conferred by this Agreement may be sold, assigned or transferred by a Party, except with the written permission of the non-assigning Party obtained in advance, which permission may be arbitrarily withheld; provided, however, that either Party may assign this Agreement upon notice to a purchaser of all or substantially all of its assets as a going concern and may transfer this Agreement if it merges or consolidates with a successor entity, subject to the credit worthiness of the transferee. 

13.6          Successors and Assigns.  Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties.  Nothing in this Agreement, express or implied, is intended to confer upon any Party, other than the Parties to this Agreement or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

13.7          Time of Essence.  Time is of the essence with respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive the Party of the benefits of any grace or use period allowed in this Agreement.

13.8          Injunctive Relief.  You acknowledges that, in view of the uniqueness of the transactions contemplated by this Agreement, 3Di and its Affiliate shall have an adequate remedy at law for money damages in the event that this Agreement is not performed in accordance with its terms, and therefore you agree that 3Di and its Affiliate shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled, at law or in equity.  All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

13.9          Force Majeure.  3Di and/or its Affiliates shall not be liable for any delay in the performance of its obligations hereunder that is due to circumstances or causes beyond 3Di and/or its Affiliates’ reasonable control, such as fires, strikes, disputes with workers, delays in transportation, governmental demands or requirements, or acts of God (a “Force Majeure Event”).  If a Force Majeure Event continues for more than ninety (90) days and 3Di and/or its Affiliates remain unable to perform their obligations in accordance with this Agreement, or if a Force Majeure Event will continue for more than ninety (90) days, you may terminate this Agreement upon written notice to 3Di.

13.10      Notices.  All notices, requests, demands, waivers, consents and other communications hereunder shall be in writing, shall be delivered either in person, by telegraphic, facsimile, or other electronic means, by overnight air courier or by mail, and shall be deemed to have been duly given and to have become effective: (i) upon receipt if delivered in person or by telegraphic, facsimile or other electronic means calculated to arrive on any business day prior to 5:00 p.m., local time, or on the next succeeding business day if delivered on a non-business day or after 5:00 p.m., local time; (ii) one (1) business day after having been delivered to 3Di by an air courier for overnight delivery; or (iii) three (3) business days after having been deposited in the mail as certified or registered mail, return receipt requested, all fees prepaid.

13.11      Governing Law; Consent to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law rules of such state.

13.12      Arbitration by AAA.  Any controversy or claim arising out of or relating to this Agreement or the transactions contemplated hereby shall be resolved by arbitration before the American Arbitration Association (“AAA”) under its then-prevailing commercial arbitration rules.  Arbitration under this Section shall be initiated by a written demand for arbitration specifying the controversy or claim on which arbitration is sought, as well as the relief requested.  Services of the demand shall be effective if made pursuant to the notification provisions contained in this Agreement.  The arbitration shall be held in Los Angeles County unless the Parties mutually select another venue.  The decision of the arbitrator shall be non-appealable and final and binding upon the Parties hereto, and judgment upon the award rendered by the arbitrator may be entered into any court having jurisdiction.  Notwithstanding the foregoing, either Party may seek equitable relief by court action before or after instituting arbitration, including, without limitation, seeking and obtaining temporary restraining orders, injunctions or other provisional or ancillary remedies, and the institution and maintenance of any such action shall not constitute a waiver of the right to arbitrate any controversy or claim.  The arbitrator shall award the costs and expenses of arbitration, including attorneys’ fees, to the prevailing Party as part of its award, in addition to all other relief granted.  This arbitration provision is intended by the Parties to be self-executing.

13.13      Attorneys’ Fees.  In the event of any proceedings or actions by a Party to enforce the terms and provisions of this Agreement, the prevailing Party shall be entitled, in addition to all other relief granted or awarded in any suit or proceeding, to a reasonable sum for attorneys’ fees and costs incurred in connection therewith.

13.14      Expenses.  Each Party shall pay and discharge, at its own expense, any and all expenses, charges, fees and taxes arising out of or incidental to the carrying on of its own affairs.

13.15      ADVICE OF COUNSEL.  EACH OF THE PARTIES ACKNOWLEDGES, CONFIRMS, AND AGREES THAT IT HAS READ AND UNDERSTOOD THE MEANING AND EFFECT OF EACH AND EVERY PROVISION OF THIS AGREEMENT, WAS AFFORDED THE OPPORTUNITY TO CONSULT IN ITS NATIVE LANGUAGE WITH AN ADVISOR OF ITS OWN CHOOSING, AND WAS AFFORDED THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF ITS OWN CHOOSING PRIOR TO THE EXECUTION HEREOF.