ACCEPTANCE OF TERMS

The services that itemcount provides to User is subject to the following Terms of Use ("TOU"). itemcount reserves the right to update the TOU at any time without notice to User.

This Agreement, which incorporates by reference other provisions applicable to use of itemcount, including, but not limited to, supplemental terms and conditions set forth hereof ("Supplemental Terms") governing the use of certain specific material contained in itemcount, sets forth the terms and conditions that apply to use of itemcount by User. By using itemcount (other than to read this Agreement for the first time), User agrees to comply with all of the terms and conditions hereof. The right to use itemcount is personal to User and is not transferable to any other person or entity. User is responsible for all use of User's Account (under any screen name or password) and for ensuring that all use of User's Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User's password(s), if any.

itemcount shall have the right at any time to change or discontinue any aspect or feature of itemcount, including, but not limited to, content, hours of availability, and equipment needed for access or use.

CHANGED TERMS

itemcount shall have the right at any time to change or modify the terms and conditions applicable to User's use of itemcount, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on itemcount or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of itemcount by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions.

DESCRIPTION OF SERVICES

Through its Web property, itemcount provides User with access to a variety of resources, including download areas, communication forums and product information (collectively "Services"). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the TOU.

EQUIPMENT

User shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of itemcount and all charges related thereto.

USER CONDUCT

User shall use itemcount for lawful purposes only. User shall not post or transmit through itemcount any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without itemcount's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in itemcount's discretion restricts or inhibits any other User from using or enjoying itemcount will not be permitted. User shall not use itemcount to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with itemcount.

itemcount contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of itemcount are copyrighted as a collective work under the Philippines copyright laws. itemcount owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of itemcount and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

User shall not upload, post or otherwise make available on itemcount any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of itemcount, User automatically grants, or warrants that the owner of such material has expressly granted itemcount the royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants itemcount the right to edit, copy, publish and distribute any material made available on itemcount by User.

The foregoing provisions of this section are for the benefit of itemcount, its subsidiaries, affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

MEMBER ACCOUNT, PASSWORD, AND SECURITY

If any of the Services requires User to open an account, User must complete the registration process by providing itemcount with current, complete, and accurate information as prompted by the applicable registration form. User is entirely responsible for maintaining the confidentiality of User's account. Furthermore, User is entirely responsible for all activities that occur under User's account. User agrees to notify itemcount immediately of any unauthorized use of User's account or any other breach of security. itemcount will not be liable for any loss that User may incur because of someone else using User's account, either with or without User's knowledge. However, User could be held liable for losses incurred by itemcount or another party due to someone else using User's account. User may not use anyone else's account at any time, without the permission of the account holder.

DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

user expressly agrees that use of itemcount is at user's sole risk. neither itemcount, its affiliates nor any of their respective employees, agents, third party content providers or licensors warrant that itemcount will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of itemcount, or as to the accuracy, reliability or content of any information, service, or merchandise provided through itemcount.

itemcount is provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this agreement.

this disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. user specifically acknowledges that itemcount is not liable for the defamatory, offensive or illegal conduct of other users or third-parties and that the risk of injury from the foregoing rests entirely with user.

in no event will itemcount or any person or entity involved in creating, producing or distributing itemcount or the itemcount software, be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use itemcount. user hereby acknowledges that the provisions of this section shall apply to all content on the site.

in addition to the terms set forth above neither, itemcount, nor its affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information contained within itemcount, or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising therefrom or occasioned thereby. none of the foregoing parties shall be liable for any third-party claims or losses of any nature, including, but not limited to, lost profits, punitive or consequential damages.

force majeure – neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). the party affected by any such event shall notify the other party within a maximum of fifteen (15) days from its occurence. the performance of ths agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this agreement.

LINKS TO THE THIRD PARTY SITES

the links in this area will let you leave itemcount's site. the linked sites are not under the control of itemcount and itemcount is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. itemcount is not responsible for webcasting or any other form of transmission received from any linked site. itemcount is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by itemcount of the site.

itemcount is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, itemcount has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other user of itemcount are those of the respective author(s) or distributor(s) and not of itemcount. Neither itemcount nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.

In many instances, the content available through itemcount represents the opinions and judgments of the respective information provider, User, or other user not under contract with itemcount. itemcount neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on itemcount by anyone other than authorized itemcount employee spokespersons while acting in their official capacities. Under no circumstances will itemcount be liable for any loss or damage caused by a User's reliance on information obtained through itemcount. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through itemcount. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

UNSOLICITED IDEA SUBMISSION POLICY

itemcount or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. please do not send any original creative artwork, samples, demos, or other works. the sole purpose of this policy is to avoid potential misunderstandings or disputes when itemcount's products or marketing strategies might seem similar to ideas submitted to itemcount. so, please do not send your unsolicited ideas to itemcount or anyone at itemcount. if, despite our request that you not send us your ideas and materials, you still send them, please understand that itemcount makes no assurances that your ideas and materials will be treated as confidential or proprietary.

INDEMNIFICATION

User agrees to defend, indemnify and hold harmless itemcount, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of itemcount by User or User's Account.

TERMINATION

Either itemcount or User may terminate this Agreement at any time. Without limiting the foregoing, itemcount shall have the right to immediately terminate User's Account in the event of any conduct by User which itemcount, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement.

MISCELLANEOUS

This Agreement and any operating rules for itemcount established by itemcount constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the Tarlac/Tarlac, Philippines, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

COPYRIGHT NOTICE

itemcount its logos are trademarks of itemcount. All rights reserved. All other trademarks appearing on itemcount are the property of their respective owners.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein are fictitious. No association with any real company, organization, product, domain name, email address, logo, person, or event is intended or should be inferred. Any rights not expressly granted herein are reserved.