SHERPIA, INC. TERMS OF USE
PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE BEFORE USING THE SERVICES OFFERED BY SHERPIA, INC. (“SHERPIA”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SHERPIA WEBSITE AT HTTP://WWW.SHERPIA.COM AND MOBILE APPLICATIONS (COLLECTIVELY, THE “SERVICE). BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AS WELL AS ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS OF USE” OR “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SHERPIA SITE.

Use of Sherpia
Sherpia provides a new way to find recommended websites across a variety of categories. You do not have to register in order to visit Sherpia. However, to use certain features of the Service, such as selecting guides and writing reviews, you will need to register with Sherpia and create a “Member” account. Your Member account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.

This Service is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. By registering for Sherpia you represent and warrant that you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Sherpia may, in its sole discretion, refuse to offer the Service to any person and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the service is revoked in such jurisdictions.

Changes to the Terms of Use
Sherpia reserves the right, at its sole discretion, to replace or change any of the Terms of Use. In addition, it may change or terminate the Service at any time by posting a notice on the Site or by sending an email to registered users. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

User Registration and Accounts
You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are solely responsible for the activity that occurs on your account, and are responsible for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your account.

When creating an account, we request you provide complete and accurate information about yourself. During the registration process or when updating your profile you shall not a) impersonate someone else, b) create or use an account for anyone other than yourself, c) provide an email address other than your own or d) enter information that is otherwise offensive, vulgar, or obscene.

You may never use another Member’s account without permission. Although Sherpia will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of Sherpia or others due to such unauthorized use.

You may update your account profile whenever you so desire. You agree that Sherpia will not be liable to you for any interruption of the Service or your account.

Communications from Sherpia and other Users
By registering for Sherpia, you agree to receive certain communications from other Sherpia Members (“Users”) in connection with the Service. One example is a posting or a question from a guide that is written on the side of your personal mountain. You are solely responsible for your interactions with other Sherpia Users. Sherpia shall have no liability for your interactions with other Users, or for any User’s action or inaction. You may also have other Users add you as a chosen guide in order to improve the quality of their search results.

By providing Sherpia your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and newsletters containing sites or reviews that may interest you. You can opt-out of email communications if desired.

GUIDELINES AND POLICIES

User Content Guidelines
You are responsible for any content you enter in Sherpia (“Member Content”). You assume all risks associated with this content, including anyone's reliance on its accuracy or any disclosure by you of information that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of your content as described herein. You may not imply that your content is in any way endorsed by Sherpia. You are entitled to change any site review at your discretion.

You shall not (and shall not permit any third party to submit any Member Content that:

• you know is not accurate, misleading, untruthful or false
• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty
• is abusive, harassing, libelous, an invasion of another's privacy, offensive, or otherwise inappropriate as determined by Sherpia in its sole discretion;
• contains any computer viruses, worms, defects, Trojan horses or other items that are designed or intended to disrupt, damage, limit or interfere with the proper function of any Service provided by Sherpia

Sherpia shall have the right to publicly display the Member Content you enter as well as incorporate it into advertisements and other works. Sherpia shall also have the right to delete, edit, or modify any content submitted by you if the information is offensive, vulgar, or obscene. As such, you hereby irrevocably grant us world-wide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable rights to use your content for any purpose. Additionally, you irrevocably waive, and cause to be waived, against Sherpia and its users any claims and assertions of moral rights or attribution with respect to your submitted content.

Sherpia Content Guidelines
You own any Member Content you submit. Sherpia owns the remaining Content, including but not limited to user interfaces, graphics, design, compilation, computer code, interactive features, software, aggregate user review ratings, and all other elements and components of the Service. In addition, Sherpia owns the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the "IP Rights") associated with the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Service in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service are retained by us.

Privacy Policy
Your privacy is important to Sherpia. Please read our Privacy Policy carefully for information relating to Sherpia’s collection, use, and disclosure of your personal information.

Advertisements
Sherpia may display advertisements on the same page as your submitted reviews. You are not entitled to any compensation for such advertisements.

Prohibited Uses
You agree not to, and will not assist or enable others to use the Service to:

• Promote a business or other commercial venture or event
• Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Site Content, except as expressly authorized by Sherpia
• Record, process, or mine information about other users
• Use any robot, spider, site search/retrieval application, or other automated device to access, retrieve, scrape, or index any portion of the Service or any Site Content
• Reverse engineer any portion of the Service
• Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews
• Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Sherpia's technology infrastructure or otherwise make excessive traffic demands of the Service
• Attempt to gain unauthorized access to the Service, user accounts, computer systems or networks connected to the Service through hacking, password mining or any other means
• Violate any applicable law

Feedback
By submitting user feedback, which may include suggested improvements to the site or open issues, you agree that your feedback does not contain the confidential or proprietary information of third parties and that Sherpia is under no obligation of confidentiality, express or implied, with respect to the feedback. In addition, you grant us an irrevocable, non-exclusive, royalty-free, perpetual, right to use the feedback.

Third Parties
Although the Service includes links to other websites, Sherpia does not control or endorse these external sites. You agree that Sherpia is not responsible for the availability or contents of such external sites and use them at your own risk.

Termination
You may terminate the Terms of Service at any time by closing your account, discontinuing your use of the Service, and providing Sherpia with a notice of termination. If your account is terminated for any reason, we may continue to display and content you have submitting to the Service.

General Terms

• We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
• We reserve the right to close your account at any time for any or no reason.
• Any failure on Sherpia's part to exercise or enforce any right or provision of the Terms of Service does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
• If any provision of the Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Service shall otherwise remain in full force and effect and enforceable.

DISCLAIMERS

Limitations of Liability
IN NO EVENT SHALL SHERPIA, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION).

THE SERVICE AVAILABLE IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. SHERPIA MAKES NO CLAIMS OR PROMISES ABOUT THE CONDUCT OF THIRD PARTIES. ACCORDINGLY, SHERPIA IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT OR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE WEB SITES FOUND ON THE SERVICE.

SHERPIA MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE WEBSITE LISTINGS, RATINGS, AND REVIEWS, OR THE SAFETY OR SECURITY OF THE SERVICE. ACCORDINGLY, SHERPIA IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, OR REVIEWS, OR THE SAFETY OR SECURITY OF THE SERVICE.
SHERPIA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

Indemnification
You agree to indemnify and hold Sherpia Inc., and it’s officers, directors, employees, agents and representatives harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Service, (ii) your violation of the Terms of Service, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Sherpia reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Sherpia. Sherpia will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Dispute Resolution
Virginia law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and Sherpia (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN FAIRFAX COUNTY, VIRGINIA.

Effective Date: September 1st, 2010