USER AGREEMENT

Introduction

Welcome to LateNightStudies.com ("LateNightStudies"), a service provided by LateNightStudies, Inc., a California Corporation. By using this website you are agreeing to the following terms and conditions (hereinafter, "User Agreement" or "Agreement"). Before you become a member of LateNightStudies, you must read and accept all of the terms and conditions in this Agreement. You may, at times, be required to acknowledge your acceptance of the terms and conditions contained in this Agreement while using the LateNightStudies.com website and after your initial registration as a member.

This Agreement is effective as of September 28, 2008. LateNightStudies reserves the right to change the terms and conditions of this Agreement at any time and for any reason. Should LateNightStudies alter the terms and conditions of the Agreement in any way, LateNightStudies will give existing users of the website 30-days' advanced notice of the changes by posting the changes on the website. The changes will be effective as to new members at the time of registration.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE LateNightStudies SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE LateNightStudies SERVICES.

IF YOU ARE USING OR OPENING AN ACCOUNT WITH LateNightStudies ON BEHALF OF A LAW FIRM, LAW SCHOOL, ADR PROVIDER, OR OTHER COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION"), THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ENTITY WITH THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE TERMS, AND (IV) AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.

Use of the Website

While using the website, you will not:

1. Post content or items in an inappropriate category or areas on the website.

2. Violate any laws, our policies, or third party rights, including without limitation any material, non-public information about companies without the authorization to do so;

3. Use the website if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our website.

4. Fail to deliver payment for items purchased by you, unless the seller has materially changed the terms of sale, a clear typographical error is made, or you cannot authenticate the seller's identity.

5. Manipulate the price of any item not posted by you, or interfere with other user's listings.

6. Circumvent or manipulate our fee structure, the billing process, or fees owed to LateNightStudies.

7. Post false, inaccurate, misleading, defamatory, or libelous content (including personal information);

8. Take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the website or for using it for purposes unrelated to LateNightStudies).

9. Transfer your LateNightStudies account (including feedback) and User ID to another party without our consent.

10. Distribute or post spam, chain letters, or pyramid schemes.

11. Distribute viruses or any other technologies that may harm the LateNightStudies.com website, or the interests or property of users of the LateNightStudies.com website.

12. Copy, modify, or distribute content from the website and LateNightStudies's copyrights and trademarks, except as otherwise provided in this agreement.

13. Harvest or otherwise collect information about users, including email addresses, without their consent.

The information and materials provided through this service are intended to educate and inform. With the exception of information and materials already in the public domain or not eligible for copyright protection (which may include, state and federal court opinions, state and federal statutes, and any work of the United States government), all materials provided through this service are protected by copyright. It is the obligation of the user to abide by applicable copyright laws.

Abuse of the Website

LateNightStudies endeavors to keep the website working properly and users of the website safe. Please report problems, offensive content, and policy violations to us.

We work to ensure that listed items do not infringe upon the copyright, trademark, proprietary or other rights of third parties. If you believe that your rights have been violated, please notify us and we will investigate.

Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, delay or remove hosted content, and take technical and legal steps to keep users from accessing the website if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.

LateNightStudies's privacy policy ("Privacy Policy") is hereby incorporated into this Agreement. The Privacy Policy applies only to the service and to LateNightStudies's own conduct. LateNightStudies is not liable for infringement of privacy rights by any third party, including without limitation (i) any LateNightStudies user or customer or (ii) any customer or operator of any website linked to the Website.

Content License

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.

Fees and Services

Joining LateNightStudies and posting content on the website is free. We do charge fees for using other services, including fees for the sale of content. When you list an item or use a service that has a fee you have an opportunity to review and accept the fees that you will be charged based on our Fee Schedule, which we may change from time to time. Changes to that Policy are effective after we provide you with at least 14-days' notice by posting the changes on the website. We may choose to temporarily change the fees for our services for new services, and such changes are effective when we post the new service on the website.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the website in a timely manner with a valid payment method. If for any reason your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel.)

By accepting the terms and conditions of this Agreement, you agree to be bound by the terms of our fee schedule. Our fee schedule is simple, for every document you upload, and is sold, you will receive half of the closing value. We mail checks to our users quarterly for their portion of the sales price. The remaining fifty percent of the sales price is a service fee paid to LateNightStudies.com to offset the costs of creating and maintaining the website, and to pay relevant transaction fees.

The closing value is defined as the final price paid for the purchase of content. This is determined on a per transaction basis.

LateNightStudies.com does not accept returns. LateNightStudies acts as an intermediary for lawyers to exchange legal documents, therefore we cannot accept any returns. If you have a problem with a document you purchased on the LateNightStudies.com website, please contact LateNightStudies.com and we will do our best to resolve your issue, but unfortunately we do not have the ability to accept returns. By accepting the terms and conditions of this Agreement, you agree to be bound by our no return policy.

Release

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

Indemnity

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee employer or franchiser franchisee relationship is intended or created by this Agreement.

No Warranties; Disclaimer

BY OFFERING THE SERVICE, LateNightStudies IS NOT OFFERING ANY LEGAL ADVICE OR ASSISTANCE OR PRACTICING LAW; AVAILABILITY OR USE OF THE SERVICE AND MATERIALS IS NOT INTENDED TO CREATE, AND DOES NOT CREATE, ANY ATTORNEY-CLIENT PROFESSIONAL SERVICES RELATIONSHIP;

MATERIAL POSTED THROUGH THE SERVICE MAY NOT BE SUFFICIENT TO ADDRESS ANY SPECIFIC LEGAL QUESTION, ISSUE, PROBLEM, OR DISPUTE, AND CUSTOMER SHOULD NOT RELY ON ANY SUCH MATERIAL;

MATERIAL POSTED THROUGH THE SERVICE IS NOT PROVIDED WITH ANY GUARANTEE, WARRANTY, OR REPRESENTATION AS TO ITS ACCURACY OR SUITABILITY FOR ANY PARTICULAR USE, INCLUDING WITHOUT LIMITATION FOR ANY LEGAL QUESTION, ISSUE, PROBLEM, OR DISPUTE;

LateNightStudies DOES NOT REVIEW PROFILES OR CONTENT BEFORE POSTING, AND LateNightStudies IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, OR UTILITY OF ANY SUCH MATERIAL;

LateNightStudies DOES NOT CHECK OR CONFIRM THE CLAIMS OF ANY LAWYER OR OTHER PERSON OR ENTITY POSTING MATERIAL, INCLUDING WITHOUT LIMITATION PROFILES, AND LateNightStudies IS NOT RESPONSIBLE FOR ANY MISLEADING CLAIMS OR MISREPRESENTATIONS BY ANY SUCH PERSON, INCLUDING WITHOUT LIMITATION ANY CLAIMS OF BAR MEMBERSHIP OR AUTHORIZATION TO PRACTICE LAW; and

LateNightStudies IS NOT A LAWYER REFERRAL SERVICE AND DOES NOT ENDORSE OR RECOMMEND ANY ATTORNEY OR OTHER SERVICE PROVIDER, AND LateNightStudies IS NOT RESPONSIBLE OR LIABLE FOR THE OUTCOME OF ANY ADVICE OR ASSISTANCE PROVIDED BY ANY PERSON OR ENTITY LISTED BY THE SERVICE OR FOR ANY SUCH PERSON'S OR ENTITY'S FAILURE TO PROVIDE ADVICE OR ASSISTANCE.

LateNightStudies IS NOT LIABLE TO USERS FOR THE ACTIONS OF ANY OTHER LateNightStudies USER OR WEBSITE VISITOR, INCLUDING WITHOUT LIMITATION ANY SUCH THIRD PARTY'S INFRINGEMENT OF INTELLECTUAL PROPERTY OF PRIVACY RIGHTS.

Limitation of Liability and Damages

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL LateNightStudies OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE DOCUMENTS AND MATERIALS ON THE LateNightStudies SERVICES OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH LateNightStudies, EVEN IF LateNightStudies OR A LateNightStudies AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, LateNightStudies'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL LateNightStudies OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE LateNightStudies SERVICES OR ANY REFERENCE SITES, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH ANY DOCUMENTS OR LAW FIRMS, ATTORNEYS, OR JUDGES FOUND BY YOU ON THE LateNightStudies SERVICES OR WITH OTHER THE LateNightStudies SERVICES SUBSCRIBERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE LateNightStudies SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN LateNightStudies AND RECEIVED THROUGH OR ADVERTISED ON THE LateNightStudies SERVICES OR RECEIVED THROUGH ANY REFERENCE SITES.

YOU ACKNOWLEDGE AND AGREE THAT LateNightStudies HAS OFFERED THE DOCUMENTS, AND ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LateNightStudies, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND LateNightStudies.

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

REGARDLESS OF THE PREVIOUS LIMITATIONS ON LIABILITY, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (a) THE TOTAL FEES YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (b) $100.

Access and Interference

Additionally, you agree that you will not:

1. Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.

2. Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the website, except as provided by this agreement, without the prior expressed written permission of LateNightStudies and the appropriate third party, as applicable.

3. Interfere or attempt to interfere with the proper working of the website or any activities conducted on the website; or

4. Bypass measures we may use to prevent or restrict access to the website.

Dispute Resolution

If a dispute arises between you and LateNightStudies, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and LateNightStudies agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by contacting us in writing. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Failure to contact LateNightStudies in writing to resolve the claim shall be considered an Improperly Filed Claim.

Improperly Filed Claims. All claims you bring against LateNightStudies must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Dispute Resolution Section shall be considered improperly filed. Should you file a claim contrary to the Dispute Resolution Section, LateNightStudies may recover attorneys' fees and costs up to $1000, provided that LateNightStudies has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Law and Forum for Disputes. This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against LateNightStudies must be resolved by a court located in San Francisco County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims or disputes.

Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Digital Millennium Copyright Act

It is LateNightStudies's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. LateNightStudies will promptly terminate without notice any Subscriber's access to the LateNightStudies Services if that Subscriber is determined by LateNightStudies to be a "repeat infringer." A repeat infringer is a Subscriber who has been notified by LateNightStudies of infringing activity violations more than twice and/or who has had a Subscriber Content or any other user-submitted content or documents removed from the LateNightStudies Services more than twice.

If you are a copyright owner or an agent thereof, and you believe that any content hosted on the LateNightStudies Service infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing LateNightStudies's Designated Copyright Agent with the following information in writing:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the LateNightStudies Services are covered by a single notification, a representative list of such works on the LateNightStudies Services;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit LateNightStudies to locate the material;

(iv) Information reasonably sufficient to permit LateNightStudies to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, "I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law."); and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, "I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.").

LateNightStudies's Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Attention: LateNightStudies Inc. Copyright Agent at 350 Townsend St., San Francisco, CA 94107 or by email at copyright@LateNightStudies.com. For clarity, only DMCA notices should go to the LateNightStudies Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to LateNightStudies customer service through contact@LateNightStudies.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

General Provisions and Disclosures

LateNightStudies, Inc. is located at 861 Bryant St., San Francisco, CA 94103. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on this website. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. This Agreement may not be otherwise amended except in a writing signed by you and us. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content License, Liability, Indemnity and Resolution of Disputes.

Severability. If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

Waiver. The failure of LateNightStudies to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by LateNightStudies.

Entire Agreement. This is the entire agreement between you and LateNightStudies relating to the subject matter herein and will not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by LateNightStudies as set forth in Section 4 above.

Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by LateNightStudies without restriction.

You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.