TERMS OF USE

LAST UPDATED: November 2, 2011

As used herein, “Site” refers to thelodownny.com (including sites designed to be accessed by browsers using Wireless Application Protocol) and other sites on the World Wide Web originating in the United States which are owned and/or operated by Lo-Down Productions LLC (collectively “Lo-Down”). By using this Site, you indicate your acceptance of these Terms & Conditions. If you do not agree to these Terms & Conditions, you have no right or license to access this Site and you should not do so.

Lo-Down reserves the right, in its sole discretion, to change, modify or otherwise update these Terms & Conditions at any time, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, updates or additions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on this Site, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Your use of this Site after such notice shall be deemed to constitute your acceptance of such changes, modifications, updates or additions.

Lo-Down may change, suspend or discontinue any aspect of this Site at any time, including the availability of any feature or content. Lo-Down may also impose limits on certain features and services or restrict your access to parts or all of this Site without notice or liability.

USE OF MATERIALS LOCATED ON THIS SITE: COPYRIGHTS, TRADEMARKS AND RESTRICTIONS

All materials published on this Site (including but not limited to articles, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by Lo-Down or the party credited as the provider of the material. The entire contents of the Site are also copyrighted as a collective work under the United States copyright laws, and the selection, coordination, arrangement and enhancement of such content are protected by copyright. You shall abide by all copyright notices and other restrictions contained in any material accessed through this Site. Except as otherwise specifically provided with respect to any material on the Site, no material from this Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer (or other electronic device) for your personal, noncommercial home use, and may print one hard copy of the material on this Site for your personal, noncommercial use, provided you keep intact all copyright and other proprietary notices. You acknowledge that you do not acquire any ownership rights by downloading or printing copyrighted material. Except as otherwise provided on the Site, modification of the materials or use of the materials for any purpose other than personal, noncommercial use is a violation of the respective owners' copyrights and other proprietary rights. The use of any such material on any other Web site or networked computer environment is prohibited.

All trademarks, service marks, and trade names are proprietary to Lo-Down or the other designated owner of a posted mark. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

SUBMISSIONS AND PUBLIC FORUMS

This Site includes social media, chat areas, message boards, a public calendar, e-mail and other interactive functions ("Comments"), which allow feedback and submissions to Lo-Down and real-time interaction between guests.

By participating in any of these functions, you agree to be bound by these Terms and Conditions. LoDown reserves the right to refuse participation to any participant at any time in its sole discretion. You are solely responsible for any personal information that you post.

Terms & Conditions directly applicable to use of such functions include the following:

1. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, communications or other materials, whether publicly posted or privately transmitted, that you submit to any of the Forums ("Submitted Content"), are your sole responsibility. This means that you, and not LoDown, are entirely responsible for all Submitted Content that you upload, post, e-mail or otherwise transmit via the Forums.

2. LoDown does not endorse or control the Submitted Content delivered to this Site, and LoDown has no obligation to monitor such Submitted Content. As such, LoDown does not guarantee the accuracy, integrity or quality of any such Submitted Content. However, LoDown reserves the right (but not the obligation) in its sole discretion to edit, refuse to post or to delete any Submitted Content, in whole or in part, that is in violation of these Terms & Conditions or that it deems to be objectionable or unacceptable for any reason whatsoever.

3.LoDown further reserves the right at all times to preserve any Submitted Content or to disclose any Submitted Content as necessary to satisfy any law, regulation or governmental request or any good faith belief that such preservation or disclosure is necessary to (a) comply with legal process; (b) enforce these Terms & Conditions; (c) respond to claims that any Submitted Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of LoDown, its guests and the public.

4. You understand that by using this Site, including its Comment Section and Calendar, you may be exposed to Submitted Content that is offensive, indecent or objectionable. Under no circumstances will LoDown be liable in any way for any Submitted Content, including, but not limited to, for any errors or omissions in any Submitted Content, or for any loss or damage of any kind incurred as a result of the use of any Submitted Content posted, emailed or otherwise transmitted via this Site, including its Forums.

5. You understand that the comments of others displayed in connection with your Submitted Content as used herein ("Third Party Comments"), may be disparaging, defamatory, embarrassing, or otherwise be of an unfavorable nature and may expose you to public ridicule, humiliation or condemnation. LoDown expressly disclaims any liability for any Third Party Comments. You acknowledge and agree that LoDown shall have the right (a) to include any Third Party Comments on the Site and in any and all forms of advertising, promotion, and publicity for the Site and/or the Submitted Content, and (b) to broadcast and otherwise exploit the Submitted Content with or without Third Party Comments in any manner, and in any media, whether now existing or hereafter developed.

6. By accepting these Terms & Conditions, and uploading Submitted Content, you represent and warrant to LoDown the following: (a) you are at least 18 years of age, (b) all of the information provided by you to LoDown to enroll in the Forums is correct and current; (c) you hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in the Submitted Content to enter into this Agreement and to grant the rights granted herein; (d) you are the creator of the Submitted Content you upload to this Site (or either are specifically authorized to upload the Submitted Content by the copyright holder, or warrant that the material is in the public domain), and did not take any of its elements from a source such as another Web site, publication, recording, film, or video; (e) you have made any required payments to guilds, performing rights societies, or to any other body or group representing authors, composers, musicians, artists, and other participants in the production of the Submitted Content, or other entities having legal or contractual rights of any kind to payments as a result of distribution or exhibition of the Submitted Content; and (f) you have the legal right and authority to agree to, perform the acts required of you, and to grant the rights and licenses described in these Terms & Conditions.

7. It is a condition of your access and use of this Site that you do not:

a. Restrict or inhibit any other guest from using and enjoying this Site;

b. Harm minors in any way;

c. Impersonate any person or entity, including, but not limited to, an employee or representative of LoDown, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Submitted Content transmitted by means of this Site;

e. Upload, post, e-mail or otherwise distribute, publish or transmit on this Site any Submitted Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f. Upload, post, e-mail or otherwise distribute, publish or transmit on this Site any unlawful, harmful, threatening, abusive, harassing, invasive of another's privacy, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or foreign law;

g. Upload, post, e-mail or otherwise distribute, publish or transmit on this Site any Submitted Content that either involves nudity (including partial or complete nudity of any person under age 18); exploits persons under age 18, or discloses any personally identifying information about persons under age 18;

h. Upload, post, e-mail or otherwise distribute, publish or transmit on this Site any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by patent, copyright, trademark, trade secret or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder;

i. Upload, post, e-mail or otherwise distribute, publish or transmit on this Site any information, software or other material which contains a virus or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or any other harmful component; or

j. Upload, post, e-mail or otherwise distribute, publish or transmit on this Site or in any way exploit any information, software or other material for commercial purposes or which contains any form of solicitation (including, but not limited to, "junk mail," "spam," "chain letters," and "pyramid schemes"), advertising, promotion, marketing for goods or services, or any form of lottery, sweepstakes, or gambling;

k. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other guests of this Site are able to type, or otherwise act in a manner that negatively affects other guests' ability to engage in real time exchanges;

l. Interfere with or disrupt this Site or servers or networks serving this Site, or disobey any requirements, procedures, policies or regulations of networks connected to this Site;

m. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

n. "Stalk" or otherwise harass another; or

o. Collect or store personal data about other guests.

8. By posting or submitting any materials (including but not limited to any remarks, ideas, graphics, photos, comments, product concepts, advertising concepts or ideas, and suggestions for improving or changing existing content) to this Site, you automatically grant (or warrant that the owner of such rights has expressly granted) to LoDown a royalty-free, non-exclusive, perpetual and irrevocable worldwide right and license to use, reproduce, modify, publish and distribute such materials or incorporate such materials into any form or technology now known or later developed, and you waive any moral rights you may have in having the material altered or changed in a manner not agreeable to you. You further grant LoDown a non-exclusive, worldwide, royalty-free license to use your name in connection with the Submitted Content, and to use the Submitted Content for advertising and promotional purposes.

9. You warrant that any materials you upload, post, e-mail or otherwise distribute, publish or transmit on this Site contains nothing that will give rise to civil liability or otherwise violate any local, state, national or foreign law, including nothing that is harmful, threatening, abusive, harassing, invasive of another's privacy or publicity rights, defamatory, obscene, vulgar, pornographic, profane or indecent, or that constitutes an infringement of anyone's patent, copyright, trademark, trade secret or other proprietary right, or derivative rights with respect thereto.

SUBMITTED MATERIALS

Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Web Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, survey responses, and/or our blogs, or send to us via e-mail) ("Submitted Materials") will be deemed not to be confidential or secret, and may be used by us in any manner consistent with LoDown’s Privacy Policy. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time.

LINKED SITES

The Site may contain links and pointers to Internet sites maintained by others ("Third Party Sites"). The appearance of a link does not imply LoDown's endorsement. LoDown has not reviewed all of the Third Party Sites linked to this Site and is not responsible for the contents of or any products or services offered in such Third Party Sites. You access them at your sole risk, and you should direct any concerns regarding any Third Party Site to its site administrator or Webmaster

LINKING TO THE WEBSITE

You agree that if you include a link from any other web site to the Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Site. Except as otherwise set specifically indicated, you are not permitted to link directly to any image hosted on the Site or our services, such as using an "in-line" linking method to cause the image hosted by us to be displayed on another website. Except as otherwise specifically provided with respect to any material licensed under a Creative Commons license, you agree not to download or use images hosted on this Site on another web site, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other web site to this Site in any manner such that the Site, or any page of the Site, is "framed," surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Site be discontinued, and to revoke your right to link to the Web Site from any other web site at any time upon written notice to you.

JURISDICTIONAL ISSUES

This Site is controlled and operated by Lo-Down Productions LLC from its headquarters in New York City, New York, United States of America. LoDown makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

This agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law, except as to any provisions which may be governed by the laws of the United States, in which case the latter shall govern. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in New York City and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

ENFORCEABILITY AND TERMINATION OF AGREEMENT

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. These Terms & Conditions, together with any other terms, conditions or policies set forth elsewhere in this Site, constitute the entire agreement between you and LoDown in connection with your access and use of this Site.

LoDown may, in its sole discretion, terminate or suspend your access to all or part of this Site for any reason, including, without limitation, failure to comply with any of these Terms & Conditions. Upon termination, you must destroy all materials obtained from this Site and all copies thereof, whether made under the terms of this agreement or otherwise. In the event of termination, you are no longer authorized to access or use this Site, and the restrictions imposed on you with respect to materials downloaded from this Site and the disclaimers and limitations of liabilities set forth in this agreement shall survive.

DISCLAIMER

Your access to and use of this Site is at your sole risk. If you are dissatisfied with any of the materials contained in this Site, or with any of these Terms & Conditions, your sole and exclusive remedy is to discontinue accessing and using this Site.

THE MATERIALS IN THIS SITE AND ALL DOWNLOADABLE SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LODOWN AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SITE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS WEB SITE AND ANY AFFILIATED WEB SITE WITH WHICH IT IS LINKED. LODOWN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE MATERIALS, INFORMATION, OPINION OR ADVICE PROVIDED IN OR FROM THIS SITE. LODOWN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NO LIABILITY

To the fullest extent permitted by applicable law, LoDown and all officers, directors, owners, employees, agents, information providers, affiliates, licensors and licensees (all of the foregoing, collectively, the "Indemnified Parties") shall in no event be liable for any claims, charges, demands, damages, liabilities, losses, or expenses of whatever nature and howsoever arising, including without limitation any compensatory, incidental, direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss caused by a computer or electronic virus, loss of income or profit, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if LoDown or the Indemnified Parties have been advised of the possibility of such damages or losses, arising out of or in connection with the use of this Site or any Web site with which it is linked. You assume total responsibility for establishing such procedures for data backup and virus checking as you consider necessary.

You hereby agree to indemnify, defend and hold harmless LoDown and the Indemnified Parties from and against any and all claims, charges, demands, damages, liabilities, losses, and expenses of whatever nature and howsoever arising (including but not limited to any legal or other professional fees and the costs of defending or prosecuting any claim and any loss of profit, goodwill, and any other direct or consequential loss) incurred or suffered by LoDown and the Indemnified Parties, directly or indirectly, by reason of any act or omission which you commit in breach of these Terms & Conditions (including but not limited to your obligations, representations and warranties contained herein) and any other terms and conditions or policies set forth elsewhere in this Site. You shall cooperate as fully as reasonably required in the defense of any claim. LoDown reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Because you have acknowledged that, at its sole discretion and for any reason, LoDown may edit, refuse to post or to delete any Submitted Content that you post, in whole or in part, and may terminate or suspend your access to all or part of this Site, that you have granted (or warranted that the owner of such rights has expressly granted) to LoDown a royalty-free, nonexclusive, perpetual and irrevocable right and license to use, reproduce, modify, publish and distribute any Submitted Content that you post, such materials or incorporate such materials into any form or technology now known or later developed, and that you have waived any moral rights you may have in such Submitted Content, you hereby agree that if you unsuccessfully prosecute a claim against LoDown and/or any of the Indemnified Parties that arises from its exercise of its rights to edit, refuse to post or to delete any Submitted Content that you post, to terminate or suspend your access to all or part of this Site, to use its royalty-free, nonexclusive, perpetual and irrevocable right and license to use, reproduce, modify, publish and distribute any Submitted Content that you post, or seeking to recover for violation of your moral rights, you agree to reimburse LoDown and/or the Indemnified Parties for all costs of defending any such claim, including but not limited to any legal or other professional fees).

DIGITAL MILLENIUM COPYRIGHT ACT (DMCA) - INFRINGEMENT NOTIFICATION

LoDown has a policy of responding to notices of alleged infringement that comply with the Digital Millennium Copyright Act (DMCA), which may include removing material claimed to be the subject of infringing activity. If LoDown removes material to comply with the DMCA, we will attempt to contact the provider of any Submitted Content so removed to enable them to make a counter notification pursuant to sections 512(g)(2) and (3) of that DMCA. It is our policy to document all notices of alleged infringement on which we act. A copy of the notice will be sent to a third party who will make it available to the public. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is infringing your copyrights. We will block access to the Site of any guests as to whom we have actual knowledge of repeatedly infringing the copyrights of others.

To file a notice of infringement, you must provide us with a written notice that includes each of the following items:

- Detailed identification of the copyrighted work that you believe has been infringed.

- Detailed identification of the material you claim infringes this copyrighted work.

- Information reasonably sufficient to permit LoDown to contact you (e-mail address is preferred).

- The statement: "I have a good faith belief that use of the copyrighted materials described above on the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law. I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

- Your signature.

Send the Infringement Notification to the following address:

By email: copyright@thelodownny.com

By mail:

Mr. Ed Litvak

LO-DOWN PRODUCTIONS LLC

268 East Broadway #A303

New York, NY 10002

Tel: (646) 861-1805

DIGITAL MILLENIUM COPYRIGHT ACT (DMCA) - COUNTER NOTIFICATION

The provider of affected content may make a counter notification pursuant to sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. When we receive a counter notification, we will reinstate the material in question. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is not infringing the copyrights of others.

To file a counter notification, you must provide us with a written notice that includes each of the following items:

- Detailed identification of the material LoDown has removed.

- Your name, address, telephone number, e-mail address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or New York, New York if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

- The statement: "I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."

- Your signature.

Send the Counter Notification to the following address:

By email: copyright@thelodownny.com

By mail:

Mr. Ed Litvak

LO-DOWN PRODUCTIONS LLC

268 East Broadway #A303

New York, NY 10002

Tel: (646) 861-1805