TERMS OF USE

Welcome to the Klub Kadaddle website (the "Klubkadaddle.com Site"), a website owned and operated by Syllable Publishing, a division of RPS Holdings, Inc. ("Syllable").

The terms and conditions stated below, along with the policies and guidelines located throughout the Klubkadaddle.com Site (collectively herein the "Terms of Use") identify what users of the Klubkadaddle.com Site (each a "User") can expect from Syllable and the Klubkadaddle.com Site and what we expect from Users. By visiting any area on the Klubkadaddle.com Site or making a purchase via the Klubkadaddle.com Site, a User is deemed to have accepted the Terms of Use.

I. ONLINE CONDUCT
User agrees to use the Klubkadaddle.com Site only for lawful purposes. User is prohibited from posting on or transmitting through the Klubkadaddle.com Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

If Syllable is notified of any book, information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material on the Klubkadaddle.com Site (collectively "Content") provided by User (e.g., through an online review) that is allegedly infringing, defamatory, damaging, illegal, or offensive, Syllable may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such Content from the Klubkadaddle.com Site. Syllable may disclose any Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Klubkadaddle.com Site; or (iii) to protect the rights or property of Syllable and its officers, directors, employees, agents, third-party content providers, merchants, sponsors, and licensors collectively, "Syllable Providers") and any other User.

Syllable reserves the right to prohibit or restrict conduct, communication, or Content that Syllable deems in its sole discretion to be harmful to Users, Syllable, Syllable affiliates, the Klubkadaddle.com Site, the communities that make up the Klubkadaddle.com Site, or any third party, or to violate any applicable law. Notwithstanding the foregoing, no Syllable Provider can ensure prompt removal of questionable Content after online posting. Accordingly, no Syllable Provider shall assume liability for any action or inaction with respect to conduct, communication, or Content of any third party on the Klubkadaddle.com Site.

II. LICENSES AND RESTRICTIONS
Syllable grants the User a limited, nonexclusive, revocable license to access and make personal, non-commercial use (unless User has a business relationship with Syllable) of the Klubkadaddle.com Site. Syllable further grants the User a limited, nonexclusive and revocable right to create a hyperlink to the home page of Syllable so long as the link does not portray Syllable, its affiliates, or their respective products or services in a false, misleading, derogatory, or otherwise offensive matter. The foregoing licenses do not include any rights to: (i) modify, download (other than page caching), reproduce, copy, or resell the Klubkadaddle.com Site, the Content or any portion or derivative thereof; (ii) commercially use the Klubkadaddle.com Site, the Content or any portion derivative thereof (unless User has a business relationship with Syllable); (iii) copy or download any User's account information for the benefit of any third party; (iv) enable high volume, automated, electronic processes that apply to the Klubkadaddle.com Site or its systems; (v) use any robot, spider, data miner, scraper or other automated means to access the Klubkadaddle.com Site or its systems for any purpose; (vi) interfere or attempt to interfere with the proper working of the Klubkadaddle.com Site; (vii) bypass any Syllable measures used to prevent or restrict access to any portion of the Klubkadaddle.com Site; (viii) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Syllable; (ix) use Syllable names, trademarks, services marks or logos in any meta tags or any other "hidden text" or compile, repackage, disseminate or otherwise use data extracted from the Klubkadaddle.com Site. The foregoing are expressly prohibited. The right to do any of the foregoing shall require Syllable's express written consent (which may include a written agreement signed by an authorized representative of Syllable). Any unauthorized use of the Klubkadaddle.com Site, the Content or any portion or derivative thereof shall terminate any license or permission granted by Syllable.

III. TRADEMARKS
Klub Kadaddle™ and On the Grow™ are trademarks of Syllable. All rights are reserved. These and other graphics, logos, service marks, trademarks and trade dress of Syllable and its licensors used on the Klubkadaddle.com Site may not be used without prior written consent of Syllable. Without limiting the foregoing, no Syllable trademark or trade dress may be used in connection with any product or service that is not Syllable's, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits Syllable.

IV. COPYRIGHT
All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Syllable or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Syllable and protected by U.S. and international copyright laws. All software used on this site is the property of Syllable or its software suppliers and protected by United States and international copyright laws.

IV. THIRD PARTY CONTENT
Syllable is a distributor and not a publisher of Content supplied by third parties and Users. Syllable has no more editorial control over such Content than does a public library or newsstand in the United States. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content expressed or made available by third parties, including any other User, are those of the respective authors or distributors and not of Syllable or any Syllable Provider, unless expressly stated otherwise. Neither Syllable nor any Syllable Provider makes any representation, warranty or guarantee on the accuracy, completeness, or usefulness of any third party Content unless otherwise expressly stated. In many instances, the Content available through the Klubkadaddle.com Site represents the opinions and judgments of the third party that provides such Content. Under no circumstance shall either Syllable or any Syllable Provider be liable for any loss, damage or harm caused by a User's reliance on information obtained through the Klubkadaddle.com Site. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of the information, opinion, advice, or Content available through the Klubkadaddle.com Site.

V. PRICES
The price for an item on the Klubkadaddle.com Site may differ from the price shown in a User's shopping cart -- it is possible that such price may increase or decrease between the time the item is placed in a shopping cart and the time that the purchase is actually made. On rare occasions, an item may be priced incorrectly on the Klubkadaddle.com Site. If the price for the item on the Klubkadaddle.com Site is incorrect and is actually higher than the price provided at the time of purchase, then, at the sole discretion of Syllable, Syllable may either (i) contact the User for instructions before shipping the item or charging the User for such item; (ii) cancel the order for such item and notify the User of such cancellation; or (iii) ship the item at the incorrect price to the benefit of the User.

VI. RISK OF LOSS
The risk of loss and title for all items purchased via the Klubkadaddle.com Site pass to the User upon delivery of the item to the carrier.

VII. PRODUCT DESCRIPTION
The items offered for sale on the Syllable contain descriptions that are provided directly by the publisher, manufacturer or distributor of such item. Syllable does not represent or warrant that the description of such items are accurate or complete. IF A USER PURCHASES AN ITEM FROM SYLLABLE THAT IS NOT IS NOT AS DESCRIBED ON THE KLUBKADADDLE.COM SITE, THE USER'S SOLE AND EXCLUSIVE REMEDY IS TO RETURN SUCH ITEM IN AN UNUSED CONDITION FOR A REFUND OF THE PURCHASE PRICE.

VIII. AGE OF USERS
Syllable does not intend the Klubkadaddle.com Site to be used by individuals under the age of 18 (a "Minor") without the supervision of a parent or guardian 18 years of age or older (a "Guardian"). Syllable relies upon Guardians to determine if any Content or items available on the Klubkadaddle.com Site is appropriate for the viewing, access or purchase by such Minors. If a User is a Minor, such Minor may use the Klubkadaddle.com Site only under the supervision of Guardian.

IX. TERMINATION OF USAGE
Syllable may issue a warning, temporarily suspend, indefinitely suspend or terminate any User's right to use or access all or any part of the Klubkadaddle.com Site including any account thereon, without notice, for any reason in Syllable's sole discretion, including without limitation Syllable's belief that such access would violate any applicable law or would be harmful to the interests of, or potentially cause financial loss or legal liability to, Syllable, any Syllable Provider or another User.

In cases which Syllable deems in its sole discretion to be egregious, Syllable may provide written notice (a "Restriction Notice") to a User (a "Restricted User") to inform such Restricted User that (i) his or her right to use or access any part of the Klubkadaddle.com Site has been terminated including the right use, access or create any account thereon; (ii) that Syllable refuses to provide any services to such Restricted User; and (iii) any subsequent dealings with Syllable will be subject to the following conditions: Orders placed by a Restricted User ("Restricted Order") after the effective date specified in the Restriction Notice (the "Restriction Effective Date") shall be subject to cancellation. Syllable will assess the Restricted User an administrative fee (the "Administrative Fee") set forth in the Restriction Notice for each Restricted Order submitted by the Restricted User after the Restriction Effective Date, regardless of whether the Restricted Order was fulfilled or cancelled. The Administrative Fee will equal an amount not less than $5.00 and will reflect the costs of handling any Restricted Order and of handling any personal or telephonic contact made by the Restricted User after the Restriction Effective Date. Syllable shall be entitled to (1) charge the Administrative Fee against the payment method either used by the Restricted User to place the Restricted Order or stored by the Restricted User in the unauthorized account (e.g., credit card) or (2) seek a judgment against the Restricted User for payment thereof. Other conditions may apply and shall be set forth in the Restriction Notice. User agrees that Syllable shall be entitled to assess such Administrative Fee, to charge such payment method and to seek such judgment.

X. INDEMNITY
User agrees to indemnify and hold each Syllable Provider harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of such User's breach of the Terms of Use or User's violation of any law or the rights of a third party.

XI. PASSWORD AND ACCOUNT SECURITY
Every User that has an account on the Klubkadaddle.com Site is responsible for (i) keeping his or her account password confidential and secured, (ii) restricting access to such User's computer; and (iii) keeping the e-mail address associated with that account current (User acknowledges that it is important to keep the e-mail address associated with his or her account current because although the User may be able to log into his or her Syllable account using an old e-mail address, such User will not receive messages from Syllable about his or her orders and inquiries or other matters).

User accepts full responsibility for all activities that occur within such User's Syllable account.

XII. NOTICES
User consents to receive electronic communications from Syllable, whether addressed to the e-mail address associated with such User's Syllable account or posted on the Klubkadaddle.com Site. User acknowledges and agrees that any communication via e-mail or by postings on this Klubkadaddle.com Site satisfies any legal requirement that such communications be made in writing.

XIII. DISCLAIMERS AND LIMITATION OF LIABILITY
THE KLUBKADADDLE.COM SITE IS PROVIDED BY SYLLABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, EACH SYLLABLE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, NO SYLLABLE PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE KLUBKADADDLE.COM SITE, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE KLUBKADADDLE.COM SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE KLUBKADADDLE.COM SITE; OR (IV) THAT THE KLUBKADADDLE.COM SITE, ITS SERVERS, OR E-MAILS SENT FROM OR ON BEHALF OF SYLLABLE ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS OR OTHER HARMFUL COMPONENTS.

SYLLABLE DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE KLUBKADADDLE.COM SITE OR ANY RELATED SERVICES. THE OPERATION OF THE KLUBKADADDLE.COM SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF SYLLABLE.

UNDER NO CIRCUMSTANCES SHALL ANY SYLLABLE PROVIDER BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE KLUBKADADDLE.COM SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE KLUBKADADDLE.COM SITE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO SYLLABLE'S RECORDS, PROGRAMS, OR SERVICES. USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE KLUBKADADDLE.COM SITE.

NO SYLLABLE PROVIDER WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE KLUBKADADDLE.COM SITE OR THE PURCHASE OF ANY PRODUCT THEREFROM, EVEN IF SUCH SYLLABLE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.

XIV. SEVERABILITY
The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use shall be held invalid or unenforceable in whole or in part in any applicable jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

XV. APPLICABLE LAW; JURISDICTION
The Klubkadaddle.com Site is created and controlled by Syllable in the State of Minnesota. The laws of the State of Minnesota will govern the Terms of Use, without giving effect to any principles of conflicts of laws.

Each of Syllable and User agrees to submit to the nonexclusive personal jurisdiction of the courts located within Dakota County, Minnesota and waives any objection to the laying of venue of any litigation in said courts.

XVI. DISPUTE RESOLUTION
For any claim or controversy at law or equity that arises out of the Terms of Use, the Klubkadaddle.com Site or any Syllable service (each a "Claim") where the total amount of the award sought is less than $10,000 (excluding Claims for injunctive or other equitable relief), User or Syllable may elect to resolve the dispute through binding arbitration conducted by telephone, on-line or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer-Related Disputes, if applicable), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Alternatively, any Claim (including Claims for injunctive or other equitable relief) may be adjudicated by a court of competent jurisdiction located in Dakota County, Minnesota or in the United States county where the defendant is located (in the case of Syllable, Dakota County, Minnesota, and in the User's case either in the county of such User's home address or principal place of business, or if such address is not located in the United States, then in Dakota County, Minnesota).

Any Claim shall be arbitrated or litigated, as the case may be, on an individual basis and shall not be consolidated with any Claim of any other party whether through class action proceedings, class arbitration proceedings or otherwise.

XVII. ADDITIONAL TERMS AND CONDITIONS
In addition to the policies and guidelines located throughout the Klubkadaddle.com Site, the Privacy and Security Policy accessible via a link on the bottom of the Klubkadaddle.com Site pages is specifically incorporated into the Terms of Use.

XVIII. ACKNOWLEDGMENT
The Terms of Use, including all documents referenced herein, represents the entire understanding between User and Syllable regarding User's relationship with Syllable and supersedes any prior statements or representations. Headings used in the Terms of Use are for reference only and shall not affect the meaning of any terms. By visiting any area on the Klubkadaddle.com Site or making a purchase via the Klubkadaddle.com Site, a User is deemed to have accepted the Terms of Use.

XIX. MODIFICATION
Syllable reserves the right to make changes to the Klubkadaddle.com Site, posted policies and Terms of Use at any time without notice.