The Service (1) gives individual persons ("Members") that open an
account ("Member Account") with SOUTHfellini, llc ("Company")
(hereinafter, individuals that simply browse the Website ("Visitors")
and "Members" shall be collectively referred to as "End User(s)") the
ability: (a) to view (i) rich media information about comic books not
otherwise available for viewing on the Website and location of area
retailers with comic book availability and other information offered
by the Service, and (ii) profiles of other Members; and (b) to create
pull lists of comic books for area retailers using the Website or
downloadable software ("Software"), in accordance with the terms of
the end user license agreement ("End User License Agreement" or
"EULA"); and (2) gives retailers that subscribe to the Service
("Retailers"): (a) the ability to view certain rich media information
about comic books not otherwise available for viewing on the Website
and the pull lists that are created by the Members of the Service and
receive other information about Member use of the Website and Member
requests; and (b) the opportunity to be a contact as an area retailer
with comic book availability, in accordance with the terms of a
Retailer Subscription Agreement ("Retailer Subscription Agreement").

Please read the following carefully.  This Terms of Use Agreement
("Terms of Use") is a legally binding agreement between Company, and
its corporate affiliates, and You, whether You are an "End User" or a
"Retailer" (hereinafter, each shall be referred to as "You" or
"Your").  By accessing or using the Website, You signify that You have
read, understand and agree to be bound by these Terms of Use.

These Terms of Use set forth Your rights and obligations with respect
to Your use of the Website and are in addition to, and not in lieu of,
the EULA or the Retailer Subscription Agreement, as applicable, to
which You must also agree in order to use any version of the
downloadable Software (as described in the EULA), the Service and/or
any information or data of any kind arising from the use of the
Software or the Service, as applicable, including, without limitation,
any art work, text, video, audio or pictures accessed by You through
the Software or the Service, as applicable.

1. Modifications:
At any time and at Company's sole discretion, Company may add, delete
or modify the Terms of Use.  Company will post a notice on the Website
of any such addition, deletion, or modification to the Terms of Use
("Change to Terms of Use Notice").  Should You deem any such addition,
deletion, or modification to the Terms of Use unacceptable, You shall
stop accessing and/or using the Website and the Company Website
Materials.  Unless otherwise specifically set forth in the Change to
Terms of Use Notice, all changes to the Terms of Use shall be
effective upon the date we post the Change to Terms of Use Notice (the
"Effective Date"). Your continued use of the Website following the
Effective Date will constitute Your binding acceptance of and
agreement to be bound by the changes specified therein.  You should
check the Website frequently to review the terms and conditions of the
Terms of Use so that You are aware of the most current rights and
obligations that apply to use of the Website and the Company Website
Materials.

2. Other Terms and Conditions:
If any new products or services become available at the Website, Your
review or use of any such new products or services will be governed by
these Terms of Use until you register as a Member, create a Member
Account (as described in the End User License Agreement) and accept
the terms of the End User License Agreement or You subscribe to a
Retailer Subscriber Agreement, as applicable, unless Company notifies
You that different terms and conditions shall apply. Additional terms
and conditions may apply to purchases of goods and services and to
specific portions or features of the Website, including without
limitation contests, promotions or other similar features, all of
which are incorporated by reference into these Terms of Use.  If there
is a conflict between these Terms of Use and the terms posted for or
applicable to a specific portion of the Website or for any service
offered on or through the Website, the latter terms shall control with
respect to Your use of that portion of the Website or the specific
service.  In addition, You agree to comply with any additional terms
which apply to third party content, material, information, software or
any other services of any kind.

3. Company Website Materials:
As between Company and You, except for any End User Content offered by
You as a Member pursuant to the terms of the EULA or any Retailer
Content offered by You as a Retailer pursuant to the terms of the
Retailer Subscription Agreement, all other text, graphics, user
interfaces, visual interfaces, photographs, trademarks, logos, sounds,
music, artwork, information and computer code, including, but not
limited to, the design, structure, selection, coordination,
expression, "look and feel" and arrangement of any other materials and
information contained on the Website are owned, controlled or licensed
by or to Company and are protected by trade dress, copyright, patent
and trademark laws and various other intellectual property rights and
unfair competition laws under United States and foreign laws and
international conventions (collectively, all of the aforementioned
Website materials shall be referred to as the "Company Website
Materials").  The Company Website Materials available via this Website
are provided to You "AS IS" and for Your personal viewing use only on
the Website or via the Software and Service, as applicable, and may
not be copied, reproduced, retransmitted, distributed, disseminated,
sold, broadcast, performed, made available to third parties or
circulated to anyone or exploited for any other commercial or
noncommercial purposes without the express prior written consent of
Company, except that Your browser may "cache" images on the Website
solely for browsing purposes.  Except as expressly provided herein,
You are not granted any rights or license to patents, copyrights,
trade secrets or trademarks with respect to the Company Website
Materials or any other content on the Website, and Company explicitly
reserves any and all rights not expressly granted hereunder.  Other
than as expressly permitted herein, You agree not to engage in the
use, copying, or distribution of any of the Company Website Materials
obtained through the Website. You further agree not to circumvent,
disable or otherwise interfere with security related features of the
Company Website or any other features that prevent or restrict the use
or copying of any Company Website Materials.

4. Other Permitted Uses and Restrictions of the Company Website:

4.1
In addition to any other obligations set forth in this Agreement, You
hereby agree not to use or launch any automated system, including
without limitation, any "deeplink", "page-scrape", "robot," "spider,"
"offline readers," or other automatic device, program, algorithm or
methodology, that accesses, acquires, copies or monitors any portion
of the Website or the Service (or any content of the same) in a manner
that sends more request messages to the Company servers in a given
period of time than a human can reasonably produce in the same period
via a conventional on-line web browser, or in any way reproduce or
circumvent the navigational structure or presentation of the Website
or the Service (or any content of the same), to obtain or attempt to
obtain any materials, documents or information through any means not
purposefully made available through the Website.  Company reserves the
right to prevent any such activity.  Notwithstanding the foregoing,
Company grants the operators of public search engines permission to
use spiders to copy materials from the Website for the sole purpose of
creating publicly available searchable indices of the materials, but
not caches or archives of such materials, and Company reserves the
right to revoke these exceptions either generally or in specific
cases.

4.2
You agree that You will not attempt to gain unauthorized access to any
portion or feature of the Website or the Service or any other systems
or networks connected to the Website or the Service or to any Company
server or the server of any End User or Retailer, or to any of the
services offered on or through the Website by hacking, password mining
or any other illegitimate means.

4.3
You agree that You may not use, nor allow others to use the Website or
the Service (either directly or indirectly): (i) to attempt to or
actually disrupt, impair or interfere with, alter or modify the
Website or the Service or any information, data or materials posted
and/or displayed by Company or anyone else; (ii) to act in a way that
affects or reflects negatively on Company, the Website or the Service,
or anyone else; or (iii) to harvest, collect or attempt to collect any
information from others including, without limitation, personally
identifiable information such as account names and numbers, without
such party's prior consent.

4.4
You agree that You are prohibited from violating or attempting to
violate the security of the Website or the Service, including, without
limitation: (i) accessing data not intended for You or logging onto a
processor, communications or access device or account which You are
not authorized to access; (ii) attempting to probe, scan or test the
vulnerability of the Website or the Service or to breach any
implemented security or authentication measures, regardless of Your
motives or intent; or (iii) attempting to interfere with or disrupt
the Website or the Service to any user, processor, host or network,
including, without limitation, by submitting a virus, worm or Trojan
horse.  Any such violations of system or network security by You may
result in civil or criminal liability to You.  Company reserves the
right to investigate occurrences, which may involve such violations
and Company may involve, provide information to and cooperate with,
law enforcement authorities in prosecuting any party who is involved
in any such violations.

4.5
You agree not to forge headers or otherwise manipulate identifiers in
order to disguise the origin of any message or transmittal that You
send to Company on or through the Website or any service offered
through the Website.  You may not pretend that You are, or that you
represent, someone else or impersonate any other individual or entity.

4.6
You may not use the Website for any purpose that is unlawful or
prohibited by these Terms of Use, or solicit the performance of any
illegal activity or other activity which infringes the rights of
Company or others (specifically including, without limitation,
copyright infringement).

5. Enforcement of Intellectual Property Rights:
You acknowledge that Company will aggressively enforce its
intellectual property rights as stated herein to the fullest extent of
the law, including, without limitation, the seeking of criminal
prosecution, as applicable.

6. Children's Privacy:
We are committed to protecting the privacy of children. You should be
aware that this Website is not intended or designed to attract
children under the age of 13.  Memberships and participation in the
Company Service are void where prohibited.  Due to the Children's
Online Privacy Protection Act of 1998 (online at
http://www.ftc.gov/ogc/coppa1.htm), all End Users must be at least
thirteen (13) years of age to use the Service.  The Service is
intended solely for End Users who are thirteen (13) years of age or
older, and any registration by, use of, or access to the Service by
anyone under the age of thirteen (13) is unauthorized, unlicensed and
in violation of these Terms of Use.  By using the Service, You
represent and warrant that You are thirteen (13) or older and that You
agree to abide by all of the terms and conditions of the EULA.
Company may terminate Your membership, delete Your Member Account and
any content or information that You have posted on the Website and/or
prohibit You from registering for or using or accessing the Service or
the Website or the Company Website Materials (or any portion, aspect
or feature of the Service or the Website or the Company Website
Materials) for any reason, at any time in its sole discretion, with or
without notice, including without limitation if it believes that you
are under the age of thirteen (13).

7. Company Privacy Policy:
Company respects Your privacy and has established certain policies and
procedures relating to the collection and use of Your personally
identifiable information, and any other personal information disclosed
to Company in connection with Your use of the Website and the Software
and Service, including any pull lists.

8. Company Website Availability:
Company will make reasonable efforts to keep the Website operational.
However, certain technical difficulties, routine site
maintenance/upgrades and any other events outside the control of
Company may, from time to time, result in temporary interruptions to
the Website.  In addition, Company reserves the right at any time and
from time to time to modify or discontinue (on a temporary or
permanent basis) certain functions of the Website, with or without
notice.  You agree that Company shall not be liable to You or to any
third party for any of the direct or indirect consequences of any
modification, suspension, discontinuance of or interruption to the
Website.

9. Third-Party Links:
This Website (or the Service) may be linked to other sites on the
World Wide Web that are not under the control of or maintained by
Company.  Such links do not constitute an endorsement by Company of
any such sites. You acknowledge that Company is providing these links
to You solely as a convenience to You, and You agree that Company is
not responsible for the content or links displayed on such sites to
which You may be linked.  Company does not endorse or make any
representations about these websites, or any information, materials,
or products found thereon.  If You access any of the third-party
websites linked on this Website, You do so at Your own risk.

10. Third-Party Materials on the Website:
This Website may contain materials submitted by third-parties.  Any
such materials are provided solely as a convenience to You.  Company
has not tested or evaluated these materials and does not endorse or
make any representations about these materials or Your use thereof.
If You use any of the third-party materials, You do so at Your own
risk.  In no event shall Company be liable for any loss, claim,
damages, or costs that may arise in connection with Your use of these
materials.

11. Inaccuracies on the Website:
Your use of the Website is at Your own risk. The Website may include
inaccuracies or errors that may affect the quality of the information
provided on the Website and a possibility exists that unauthorized
additions, deletions and alterations have been made to the Website by
unauthorized third-parties.  The information has not been
independently verified or authenticated in whole or in part by
Company. Although Company attempts to ensure the integrity of the
Website, it makes no guarantees whatsoever as to the completeness,
correctness or accuracy of the Website.  More specifically, Company
does not warrant the accuracy or timeliness of the Company Website
Materials and Company has no liability for any errors or omissions in
the information provided.  Furthermore, the prices and availability of
products and/or the services available via the Website may at any time
change without notice to You.  In the event that such an inaccuracy
arises, please inform us so that it may be corrected.

12. Articles and Commentary:
In addition, this Website or the Service may post articles and
commentary containing information in the form of news and/or opinions
that, unless otherwise stated therein, should not be construed as
specific advice or instruction from Company or official expressions of
Company.  Company does not warrant, either expressly or by
implication, the factual accuracy of the articles posted, nor does it
adopt any statement as its own, or warrant any news or opinions
offered by the author of said articles. Although Company believes all
statements made in the articles to be reliable and accurate based upon
representations made by the authors themselves, Company cannot
guarantee that such statements are reliable and accurate and Company
accepts no fault or liability for any error or omission with respect
to such articles.

13. DISCLAIMER OF WARRANTIES:
YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE WEBSITE, THE COMPANY
WEBSITE MATERIALS, THE SOFTWARE AND THE SERVICE IS AT YOUR SOLE RISK.
THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE AND THE
SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS.
COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR
WARRANTIES REGARDING THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE
SOFTWARE AND THE SERVICE AND THE PRODUCTS AND SERVICES OFFERED THROUGH
THE WEBSITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM
OF TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ANY
MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED
THROUGH THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR
THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY.
COMPANY ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE,
THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE WILL MEET
YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE WEBSITE, THE
COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE WILL BE
UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER
HARMFUL COMPONENTS, OR OTHERWISE SECURE.  SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE
ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. LIMITATION OF LIABILITY:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY,
ITS OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES
AND/OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU UNDER ANY
LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT
LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES,
INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOSS OF DATA (EVEN IF
ADVISED OF THE POSSIBILITY THEREOF), ARISING IN ANY WAY FROM THE
CONTENT OR INFORMATION OFFERED THROUGH THE WEBSITE, THE COMPANY
WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE. DESPITE THE FOREGOING
LIMITATION OF LIABILITY FOR DAMAGES, IF A COURT OR OTHER TRIBUNAL OF
COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR
ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF
MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER
THAN ONE HUNDRED DOLLARS ($100.00).

15. Indemnity:
You agree to defend, indemnify and hold Company (including its
officers, employees, licensors, suppliers, partners, affiliates,
and/or third party service providers)  harmless against any losses,
expenses, costs or damages (including their reasonable attorneys'
fees, expert's fees and other reasonable costs of litigation or
proceedings) arising from, incurred as a result of, or in any manner
related to any claim or action based upon (i) Your breach of, or
failure to comply with, the Terms of Use, or (ii) Your use of the
Website.  Company may, in its discretion, participate in the defense
of any such claim or action and any negotiations for its settlement or
compromise. No settlement which may adversely affect Company's rights
or obligations shall be made without Company's prior written approval.
 Company reserves the right, at its own expense and upon rendering
notice to You, to assume exclusive defense and control of any such
claim or action, and then Your corresponding indemnification
obligation will end.

16. Local Laws; Export Control:
By entering this Website, You acknowledge and agree that Company
controls and operates this Website from its headquarters in the United
States of America and that this Website is intended for viewing in the
United States and Company makes no representation that the materials
are appropriate or will be available for use in other locations
outside of the United States. Unless otherwise explicitly stated, all
marketing or promotional materials found on this Website are solely
directed to individuals, companies or other entities located in the
United States. Company reserves the right to limit, in its sole
discretion, the provision and quantity of any feature, product or
service to any person or geographic area.  Any offer for any feature,
product or service made on the Website is void where prohibited.  If
You use this Website from outside the United States of America, You
are entirely responsible for compliance with applicable local laws and
other applicable laws. You may not use this Website in violation of
United States export laws and regulations.

17. Applicable Law; Venue:
Any action related to these Terms of Use will be governed by the laws
of the State of New York, without regard to the choice or conflicts of
law provisions of any jurisdiction.  If Company brings a claim against
You for any reason under these Terms of Use and/or Your use of the
Website, You agree to submit to the jurisdiction of the federal and
state courts located in the State of New York.

18. Dispute Resolution:
Company intends to resolve any and all disputes that may arise between
it and its participants in a cost-effective and non-disruptive manner,
preferably without the time and expense of litigation.  Toward this
end, You agree to the following dispute resolution procedure.  If You
are unable to resolve any dispute in the ordinary course of business,
You shall send a written notice to Company in which You outline the
issues in dispute, enclose any relevant documents and state the
requested relief.  Company shall respond within ten (10) business days
with identical information from its or their perspective.   You and a
representative of Company shall meet or communicate electronically
within ten (10) business days of the delivery of the response(s), and
as often as you and Company deem necessary or desirable thereafter, in
an attempt to resolve the matter.  If, within sixty (60) days of the
first communication, You and Company fail to resolve the matter, You
shall then proceed to litigation in the forum described in Section 17
of these Terms of Use.

19. Violation of these Terms of Use; Termination:
You acknowledge and agree that Company may preserve any transmittal or
communication by You with Company through the Website or any service
offered on or through the Website, and may also disclose such data if
required to do so by law or Company determines that such preservation
or disclosure is reasonably necessary to (1) comply with legal
process, (2) enforce these Terms of Use, (3) respond to claims that
any such data violates the rights of others, or (4) protect the
rights, property or personal safety of Company, its employees, users
of or visitors to the Company Website, and the public. You agree that
Company may, in its sole discretion and without prior notice,
terminate Your access to the Website, the Company Website Materials,
the Software and the Service and/or block Your future access to the
Website, the Company Website Materials, the Software and the Service
if we determine that You have violated these Terms of Use or other
agreements or guidelines which may be associated with Your use of the
Website, the Company Website Materials, the Software or the Service.
You also agree that any violation by You of these Terms of Use will
constitute an unlawful and unfair business practice, and will cause
irreparable harm to Company, for which monetary damages would be
inadequate, and You consent to Company obtaining any injunctive or
equitable relief that Company deems necessary or appropriate in such
circumstances. These remedies are in addition to any other remedies
Company may have at law or in equity.  You agree that Company may, in
its sole discretion and without prior notice, terminate Your access to
the Website at any time and for any reason, with or without cause.

20. General:

20.1
Use of the Service is unauthorized in any jurisdiction that does not
give effect to all provisions of these terms and conditions, including
without limitation this Section 20.

20.2
If any part of these Terms of Use is determined to be invalid or
unenforceable pursuant to applicable law including, but not limited
to, the warranty disclaimers and liability limitations set forth
above, then the invalid or unenforceable provision will be deemed
superseded by a valid, enforceable provision that most closely matches
the intent of the original provision and the remainder of these Terms
of Use shall continue in effect.

20.3
No failure or delay in enforcing any provision, exercising any option
or requiring performance, shall be construed to be a waiver of that or
any other right in connection with these Terms of Use.

20.4
Any provision which must survive in order to allow Company to enforce
its meaning shall survive the termination of this Agreement; provided,
however, no action arising out of this Agreement or Your use of the
Website, the Company Website Materials, the Software and the Service,
regardless of form or the basis of the claim, may be brought by You
more than one (1) year after the cause of action has arisen (or if
multiple causes, from the date the first such cause arose) and You
hereby waives any longer statute of limitations that may be permitted
by law.

20.5
If Company does take any legal action against You as a result of your
violation of these Terms of Use, Company 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
Company. You agree that Company will not be liable to You or to any
third party for termination of Your access to the Website as a result
of any violation of these Terms of Use.