Please read these Terms of Use (the “Agreement” or “Terms of Use”) carefully before using the services offered by Real Big Hits (“RBH” or the “Company”). This Agreement sets forth the legally binding terms and conditions for your use of the website at www.RealBigHits.com, all other sites owned and operated by RBH that redirect to www.RealBigHits.com, and all subdomains (collectively, the “Site”), and the service owned and operated by the Company (together with the Site, the “Service”). Any person or entity using the Service in any manner, including, but not limited to, visiting, browsing, or contributing content or information to the Site, agrees to be bound by these Terms of Use.

Summary of the Service

RBH is a platform where users ( “Sellers”) load original ideas or project in order to receive funding, licensing, coproduction, funding, acquisition, or distribution for their original ideas or projects, whether in development or as completed productions. Through the Site, email, websites, and other media, the Service makes accessible various content, including, but not limited to, videos, sizzle reels, concept reels, pilots, overviews, graphics, audio clips, comments, and other material and information, as well as associated trademarks and copyrightable works (collectively, “Content” or “Materials”) for publicity to individuals, businesses and other professionals (collectively, “Buyers”) who might promote, buy, or license the Content or related ideas or seek to engage the Seller to create or other original Content. Sellers have the ability to contribute, add, create, upload, submit, post, or make otherwise accessible (“Submit”) Content. “User Submissions” is any content submitted by Sellers. Buyers and Sellers are collectively “Users”.

Acceptance of Terms

The Service is offered subject to acceptance of all of the terms and conditions contained in this Agreement and all other operating rules, policies, and procedures that may be published on the Site by the Company, which are incorporated by reference. The Terms of Use apply to every User of the Service. In addition, RBH may offer additional services, that may be subject to these Terms of Use and additional terms. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

The Company reserves the right, at its sole discretion, to modify or replace these Terms of Use by posting updated terms on the Site. The User has the responsibility to check the Terms of Use periodically for changes, and your continued use of the Service after the posting of modifications to the Terms of Use constitutes acceptance of those changes. RBH reserves the right to change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature or Content) at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts of the Service without notice or liability.

The Service is available only to individuals who are at least eighteen (18) years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least eighteen (18) years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. The Company reserves the right to ask for proof of age from you and your account may be suspended until satisfactory proof of age is provided. The Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is enforceable to the fullest extent permissible by law; it is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.

Rules and Conduct

By using the Site, you agree not to use the Service for any purpose that is prohibited by law or these Terms of Use. You understand that the Service is provided only for your own personal, non-commercial use, except as allowed by this Agreement, and you are responsible for all of your activity in connection with the Service. You shall not, nor shall you permit or encourage any third party using your account, to take any action or Submit any content that:

  • is in violation of any terms contained in this Agreement or is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
  • could create a liability for RBH, damage the brand or public image of RBH or its Buyers, or cause them or their affiliates to lose customers;
  • is implicitly or explicitly offensive, such as Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual;
  • violates the rights of others, or harms or threatens the safety of others;
  • is unlawful, threatening, abusive, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy, harasses, incites harassment or advocates harassment of any group or individual;
  • promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  • promotes, endorses or infringes an illegal or unauthorized use or any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity, or violates any law or contract;
  • constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
  • contains software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or other telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party;
  • impersonates any person or entity, including any employee or representative of the Company;
  • contains restricted or password only access pages or hidden pages or images;
  • displays or links to pornographic, indecent, or sexually explicit material of any kind;
  • provides instructional information about illegal activities or other activities prohibited by these Terms;
  • is posted on behalf of another party without authorization; or
  • contains a virus or malware

Additionally, you shall not: (i) take any action that imposes or may impose an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure, which shall be determined by the Company and in its sole discretion; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, or cause or encourage a third party to do the same; (iii) circumvent any measures the Company may use to prevent or restrict access to the Service or other accounts, computer systems, or networks connected to the Service; (iv) probe, scan, test, violate, or attempt to violate the security of any RBH Site, network or system, including security or authentication measures, without proper authorization; (v) reverse engineer, decipher, disassemble, decompile, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (vi) aggravate, copy or duplicate in any manner any RBH material, including, but not limited to, information, trademarks, trade secrets, and copyrighted material, available from any RBH site, other than as permitted by this Agreement; (vii) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or (viii) use manual or automated software, devices, or other processes to “crawl” any page of the Site.

Each User agrees not to use or abuse other Users’ personal information, including, but not limited to (i) using personal information for any purpose other than those explicitly specified by the Content Provider; (ii) using personal information for any purpose other than explicitly allowed in this Agreement; and (iii) using personal information in a way that is not related to fulfilling the purpose of a Content Provider’s Content, as specified by the Content Provider.

RBH reserves the right, in its sole discretion, to delete, remove, refuse display, or block any Content that RBH, in its sole discretion, considers to be unacceptable.

RBH is under no obligation to become involved in any disputes between any Users, or between Users and any third party arising in connection with the use of the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with the Services. RBH is under no obligation to oversee the performance or punctuality of offers or payments. You release RBH, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service.


You may view public Content on the Site without registering or paying a fee, but as a condition of using certain aspects of the Service, you may be required to register with the Company and select a User ID and password. You must provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account. You shall not use as a User ID, domain name, or project name any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID and remove any Content such User may have submitted to the Site. You are solely responsible for activity that occurs on your account, whether or not authorized by you, and shall be responsible for maintaining the confidentiality of your password for the Site. You shall never use another User account, or delete, add to, or modify any Material posted by another person or entity without said User’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.

You understand and acknowledge that you have no ownership rights in your account, and RBH reserves the right to delete your account and your Material after a significant period of inactivity. In the event that your account is Terminated, whether by RBH or at your own election, you understand and acknowledge that all your account information and Material may be deleted from RBH's databases and removed from any public area of the Site. Material may continue to be available for some period of time because of delays in propagating such deletion through RBH’s web servers.

You understand, acknowledge and agree that RBH may retain copies of your User Submissions and disclose your submitted Materials to a third party if RBH, in its sole discretion, believes that it is necessary to: (i) protect the integrity of the Site; (ii) protect the rights of RBH; (iii) comply with any court order; (iv) comply with any legal proceedings; (v) assert RBH's claim under this Notice; and (vi) satisfy any claims regarding violations of third party's rights.

Fees and Payments

Sellers can create an account to join the Site, the cost and conditions for which are posted on the site or are controlled by RBH externally to the Site. Such Sellers will receive a limited Empress Media Asset Management (“eMAM”) Online account, which will let them upload a limited number of videos to the Site, as specified on the Site. Users must have all legal rights to the content and agree to the Site Terms of Use .

Users can also get a Private Dailies account (the “Private Dailies Account ”). The Premium Account will be a cloud instance of eMAM Online, for which the User must pay a monthly fee, as directed on the Site. The terms and condition of the account shall be governed by eMAM Terms of Us as published at http://www.empressmam.com/documents.htm The Private Dailies Account gives the User the right to publish a subset of their clips to the Site’s public portal. Private Dailies Account users have access to additional features within the Site, including the ability to publish their own online library, share clips by email and social media, and download certain content.

RBH shall receive a commission from Sellers when Buyers purchase Content posted to the Site. The commission will be 35 (thirty-five percent) of all payments for the purchase or funding for the Content that is bought for use by the Buyer or paid for the Seller.

Selling Content

The Site provides a forum for you as a Seller to sell original content owned by you or by an organization or individual that grants you permission to market the Content to prospective buyers. By submitting Content, you as the Content Provider are offering the public the opportunity to enter into a contract with you. Upon receiving interest in your Content from a Buyer, you agree to enter into good faith dealings and negotiations, if such negotiations are necessary, with the Buyer for the purchase of the Content. While potential Buyers must conduct good faith dealings upon expressing interest for a Seller’s Content, any potential Buyer has no obligation to enter into any contract or agreement with you, and neither party shall have the power to bind or obligate the other party, except as specifically set forth in this Agreement.

By submitting or entering your Content to the Site, you grant RBH, for good and valuable consideration, a perpetual, non-exclusive, irrevocable, royalty free, worldwide license and right, but not the obligation, to use, copy, modify, display, distribute, download, store, reproduce, transmit, publish, transfer, adapt, create derivative works in any manner, in entirety or in part, of your Material, and by any means, forever and worldwide, subject to Termination as described in the Terms of Use.

You understand and agree that RBH (i) does not warrant that you will receive any employment or job offers through the Site; (ii) is not responsible for any purchase offers, or employment (including contract work and other work for hire) offers, screenings, decisions, and actual employment, contract work and other work for hire presented by third parties; (iii) does not guarantee the accuracy, completeness, validity, or timeliness of any information or payments of third parties, including Buyers; (iv) shall not be responsible for any Material posted by third parties; (v) is neither your employer, contractor, agent, or manager in any regard - you shall use your own judgment, caution, and common sense in evaluating any prospective offers and information provided by any third party; (vi) reserves the right to reject, cancel, interrupt, remove, or suspend a contest at any time and for any reason. RBH is not liable for any damages as a result of those actions, and is under no obligation to comment on the reasons for any of those actions.

Seller understands and agrees that a Buyer may presently have under consideration, in development or in production, concepts and projects that are similar to the proposed Content, and that Buyer may independently conceive and/or receive or be pitched future concepts and projects that are similar to the Content. Seller agrees that Buyer retains all rights to develop and/or produce such concepts and projects either alone or with a third party without any obligation to Seller (financial or otherwise). This restriction includes programming that has similar (but not identical on an episode by episode basis) subject matter as the Content.

For purposes of clarification, nothing herein shall limit or derogate from Buyer’s rights to develop, produce or exploit any program or production of the same or similar subject matter independently and/or with any other third party or its rights as a member of the general public with respect to the subject matter of the Content.

RBH shall not be responsible for the payments of any fees or expenses between the Seller and any third party, and is under no obligation to become involved in any disputes between any Users, or between Users and any third party, arising in connection with services between the Seller and any third party.

RBH encourages you to maintain backups of any Content submitted to the Site. RBH shall not be liable for the deletion, loss, or unauthorized modification of any Content.

Purchasing Content

The Site provides a forum for you to find creative ideas, video, or other content for purchase, license, coproduce, or distribution (collectively “Buy”). Buyers can enter the site to review potential projects at no obligation. You warrant that you are a bona fide Buyer and, if applicable, are authorized to act on behalf of the company or organization you are representing. You understand that while Sellers must act in good faith and fair dealings, any potential Seller is under no obligation to sell Content or other information, or to enter into any contract or agreement with any Buyer, and neither party shall have the power to bind or obligate the other party except as specifically set forth in this Agreement.

Any Content uploaded to the Site may be used only in Site for the purposes described herein. Digital copies of the Content may not be downloaded, transferred, or otherwise copied in any way.

Buyers may not contact Sellers for any purpose other than to Buy the Seller’s Content as permitted by RBH.

By offering to purchase Content from a Seller, you agree to be bound by this entire Agreement. Buyers also agree to the following terms: (i) Buyer will render payment on or before the time specified in the Agreement between the Buyer and the Seller, but in no event more than 180 (one hundred eighty) days from the acceptance date of an offer, (ii) you have sufficient funds or credit available at the time of your offer or your acceptance of the Seller’s offer, (iii) and that you, upon expressing interest in a Seller’s Content, will conduct fair dealings and good faith negotiations, if necessary, with the Seller for the purchase of the Content.

The Company understands the importance of confidential Buyer information and business practices, and will take all commercially reasonable efforts, at its sole discretion, to protect such information.


You may terminate your account by following the instructions on the Site. Any fees paid or charged to your account are non-refundable, and any unpaid charges must be paid in full. All provisions of these Terms of Use that, by their nature, should survive the termination of your account shall survive termination including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Upon termination, RBH will have 60 days to remove your Content, and discontinue licensed use of your Content within a commercially reasonable period. RBH will eligible for commissions for Content loaded to the site for a period of one year after submission or three months after Content is removed, whichever is longer.

Intellectual Property

By Submitting Content on the Site or otherwise through the Service, you agree to the following terms: The Company will not have any ownership rights over your Content. But, the Company needs the following license to perform and market the Service and applicable contests on your behalf and on behalf of its other Users and itself. You grant to the Company, for good and valuable consideration, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to, and to allow others acting on its behalf (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your Content and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the “Trademarks”) in connection with (a) the Service, (b) the Company’s, and its successors’ and assigns’, businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service, including contests, in any media format and through any media channels including, without limitation, third party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the Content and Trademarks in connection with the Service; (iv) use and publish, and permit others to use and publish, the Content, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service; and (v) delete, edit, modify, reformat, excerpt, or translate any of your submitted Content. The foregoing license granted to the Company does not affect your ownership or license rights in your Content, including the right to grant additional licenses to your Content.

By publishing your Content, you may be identified publicly by your name or User ID associated with your Content. You grant to each User a non-exclusive license to access your Content through the Service, and to use, edit, modify, display and perform such Content solely for personal, non-commercial use. You further agree that your Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant RBH all of the license rights granted herein. The use or other exploitation of the Content by the Company and Users as contemplated in these Terms of Use will not infringe or violate the rights of any third party, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.You will pay all royalties and other amounts owed to any person or entity based on submitting your Content to the Site or the Company’s publishing or hosting of the Content as allowed in these Terms of Use. RBH will not be liable for any errors or omissions in any Content, and all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which that content originated.

You recognize that RBH cannot guarantee the identity of any other Users with whom you may interact while using the Service. All Content you access through the Site is at your own risk, and you will be solely responsible for any resulting damage or loss to any party.

In accordance with the Digital Millennium Copyright Act, RBH has adopted a policy of terminating accounts that are repeat infringers of the property rights of others. RBH may terminate User accounts based on a single infringement. If you believe your work has been used in a way that constitutes copyright infringement, please notify RBH. You must include the following information (see U.S. Copyright Act, 17 U.S.C. §512(c)(3) for more information): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site, sufficient for RBH to locate the material; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. Please consult with an attorney if you believe your copyrighted work is being infringed.

If you believe that your work has been removed or disabled by mistake or misidentification, please notify RBH. Your counter-notice must contain the following information (see U.S. Copyright Act, 17 U.S.C. §512(g)(3) for more information): (i) a physical or electronic signature of the user of the Services; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and (iv) the subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under or an agent of such person.

If you believe that your copyrighted work or trademark has been uploaded, posted or copied to the RBH Site in a way that constitutes copyright or trademark infringement, please contact RBH by email at dave.miller@realbighits.com or by regular mail at:

Real Big Hits, Attn: Legal Department,47-42 Davis Court, New York, NY 11101

RBH Content

The contents of the RBH Sites, such as designs, text, graphics, images, video, information, logos, button icons, software, audio files and other RBH Material (collectively, "RBH Material"), are protected under copyright, trademark and other laws. All RBH Content is the property of the Company. The collection, arrangement, and assembly (“Compilation”) of all content on the Site is the exclusive property of RBH and is protected by intellectual property and other applicable laws to the fullest extent of the law. Any code that RBH creates to generate or display any RBH Material or the pages making up any RBH Site is also protected to the fullest extent of the law, and you may not copy or adapt such code. You shall use the RBH Material in accordance with these Terms of Use and all applicable privacy and data protection laws, and you agree you shall not further disclose any of the data from RBH postings to any third party.

You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service. Unauthorized use of the RBH Materials may violate these laws and/or applicable communications regulations and statutes, and is strictly prohibited.

Violations of system or network security may result in civil and/or criminal liability. RBH will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users and their affiliates who are involved in such violations.

Third-Party Sites

The Site and/or Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. You recognize that the Company does not control those third-party websites, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, and appropriateness, or any other aspect of those other websites or resources, and the information contained therein. The inclusion of any link to the Site on another website or resource does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.


RBH cannot guarantee and does not promise any specific results from using the Site or its Services. You agree and understand that RBH has no special relationship or fiduciary duty to you. RBH has no obligation to take any action regarding which users gain access to the Site, what content Users access through the Site, how Content submitted to the Site affects different Users, or what actions Users may take as a result of viewing Content on the Site. The Site may contain, or direct you to third-party websites and resources containing, information or images some individuals may find offensive or inappropriate. RBH makes no representations concerning any Content on the Site or any third-party site, and the Company is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Site or third-party sites.

The RBH sites and content are provided on an “as is” and “as available” basis, without any warranties of any kind, and no advice or information, whether oral or written, obtained by a User from RBH or through or from any RBH site shall create any warranty not expressly stated in these Terms of Use. RBH, to the fullest extent permitted by law, disclaims all warranties, whether express or implied, including the warranty of merchantability, fitness for a particular purpose, title, and non-infringement. To the fullest extent permissible by law, RBH does not warrant that any RBH site or service will operate error-free or that any RBH site and its servers are free of viruses or other harmful mechanisms. RBH is not responsible for the cost of repair, service, replacement or maintenance of your equipment or data arising from the use of any RBH site or content.

RBH does not screen or censor User submitted Content, and does not control the actual transaction between Buyers and Sellers. As such, RBH is not responsible for the User submitted Content, or its quality, and does not assume any obligation to remove or screen any User submitted content from the RBH Site to the fullest extent permissible by law.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC §2701-2711): The company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.


Sellers shall defend, indemnify, and hold harmless Buyers and their authorized agents, the Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or relate to their use or misuse of, or access to, the Service and Content, or otherwise from User Submissions, Content and other information, violation of the Terms of Use, or infringement by a Seller, or any third party using a Seller’s account, whether authorized or not, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by a Seller, in which event the Seller will assist and cooperate with the Company in asserting any available defenses.

To the fullest extent permissible by law, the maximum liability of the Company or a Buyer arising out of or in connection with any RBH Site or Seller’s use of the RBH Services, regardless of the cause of action, will not exceed one hundred US Dollars ($100.00).

Limitation of Liability

To the extent permissible by law, in no event shall the Company, 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 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 for any bugs, viruses, trojan horses, or the like (regardless of the source of origination).

Prohibited Territories

Accessing the Site is prohibited in territories where the Content is illegal. If you access the Site or its Services from such locations, you do so at your own initiative and are responsible for compliance with local laws.

Notice Policy

By using the Services, you consent to receive from RBH all communications including notices and legally required disclosures electronically; RBH may provide such notices by posting them on the Site. If you desire to withdraw your consent to receive such notices electronically, you must discontinue your use of the Services.


If you and the Company execute one or more separate Amendment(s) to the Terms of Use, then the conditions of the Amendment(s) shall be valid during the valid period of the Amendment(s). These Terms of Use and other referenced and incorporated material and any Ammendent(s) are the entire agreement between you and the Company with respect to the Service, and supersede all prior or contemporaneous communications and proposals, whether written, oral or electronic, between you and the Company with respect to the Service, and govern the future relationship. If any provision is found to be unenforceable or invalid, that provision will be limited to the extent permissible by law or eliminated to the extent necessary for the Terms of Use to otherwise remain enforceable in full force and effect. The failure of either party to exercise any right provided herein shall not be deemed a waiver of such right or any further rights contained herein.

The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, and acts of God.

The Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company's prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees.

All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

The Company may sell, transfer, assign, or otherwise dispose of their rights under this Agreement, in whole or in part, to any person, firm or corporation. In such event, the User shall be bound by the terms of this Agreement for such buyer, transferee, or assignee.

This Agreement and all related transactions and exhibits shall be construed and governed according to the laws of the State of New York, (excluding conflict of law provisions). For any action brought with regard to Services covered by this Agreement the venue shall be at the Company’s discretion. You agree that RBH and its Services are deemed a passive website that does not give rise to general or specific personal jurisdiction in any jurisdiction, other than the State of New York, over RBH or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders. User irrevocably waives any objection to the jurisdiction or venue and use of the Site constitutes doing business in the State of New York. Unless express definition herein or the context hereof otherwise requires, all terms used in this Agreement which are defined by the Uniform Commercial Code, as adopted in the State of New York, shall have the same definition and meaning for purposes of this Agreement and all related transactions and documents. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to this Agreement.