Acceptance of Terms
The services provided at www.youratepsu.com (the "Site") and any subdomain or successor site, as well as software products along with updates and upgrades, the "Software Products") are provided by YouRatePSU, and by using the Site you agree to these Terms of Service ("Terms of Service"). When using a particular service or software product offered on the Site you also may be subject to any posted guidelines, rules, policies, or additional terms of service. YouRatePSU may update these Terms of Service from time to time, and your continued use of the Site shall be deemed your acceptance of any such updated Terms of Service. These Terms of Service were last revised on January 11, 2008. These Terms of Service comprise the entire agreement between you and YouRatePSU and supersede all prior agreements between the parties regarding the subject matter hereof. All references herein to "we" or "us" refer to YouRatePSU. By using the Site you understand and agree that the Site is intended for an adult audience and, as such, there may be some content on the Site that is inappropriate for minors.

Description of Services
YouRatePSU (www.youratepsu.com) is a place where people go to read and post reviews of local businesses and services. The company was built on the idea that the best way to find a local business is to ask someone like you. YouRatePSU maintains a large listing of business profiles and allows users to write reviews associated with these businesses. Users connect to friends, classmates, colleagues, and other users on the Site in order to share their experiences dealing with local businesses and services. Users can provide positive or negative feedback on a business as long as it reflects their first-hand experience with the business. The site is free to the community. YouRatePSU also offers businesses the opportunity to customize their business listings on YouRatePSU with photos, coupons and special offers, and updated listing information. Businesses that claim their business profile are also given the opportunity to post a response to any review on their business listing.

Conditions of Use
In order to write reviews of businesses on the Site or access certain features on the Site, you must register and provide to us certain personally identifiable information, including but not limited to, birthdate, gender, and email address, (collectively "Registration Information"). You must be 18 years of age in order to register with the Site and submit User Content (defined below). YouRatePSU will only use Registration Information in accordance with its Privacy Policy located at http://www.youratepsu.com/privacy. Providing false Registration Information constitutes a material breach of these Terms of Service.

Endorsement of Content or Businesses
You acknowledge that the Site may link to other sites not controlled by us and that the collection of your information by these third party sites is governed by those third party websites' privacy policies. YouRatePSU does not control, and makes no representations or endorsements regarding, the quality, accuracy, reliability, appropriateness, or condition of any content posted on the Site including, without limitation, user reviews and the availability or quality of any of the services offered by third parties. YouRatePSU shall have no obligation to review the Site's content or pre-screen any of the service providers. All User Content (defined below) is the sole responsibility of the user, not YouRatePSU. You understand that by using the Site you may be exposed to content that is inaccurate, misleading, or otherwise objectionable. The Site may contain hyperlinks to third party web sites outside of the Site. We have no control over and make no representations or endorsements regarding the quality, accuracy, reliability or condition of any third party site nor any content posted on those third party web sites. You understand and agree that under no circumstances will YouRatePSU be liable for any loss or damage of any kind as a result of your use of the Site or your reliance upon any content including User Content (defined below) posted on or otherwise made available through the Site or Software Products.

User Content
A. Posting User Content on YouRatePSU. By posting a review, the user thereby represents that the review is based upon an actual experience with the merchant being reviewed within the past two years. Reviews do not reflect the views of YouRatePSU, its parent, subsidiary or affiliated companies, or its employees, officers, directors, or shareholders. YouRatePSU does not assume responsibility or liability for any review or for any claims, damages, or losses resulting from any use of the Site or the materials contained therein. You acknowledge that YouRatePSU has the absolute right to refuse to display or to remove anything posted by you on or to the Site, including, without limitation, reviews of businesses listed on the Site, user lists, ratings and user profile information such as photos, any other content submitted or posted by you (collectively "User Content"), for whatever reason or for no reason at all. You further agree that by posting or submitting User Content to YouRatePSU, you are warranting that you are the sole author, creator and owner of that content, and that you are waiving any rights you may have in that content, or to control its use or (re)distribution, including any intellectual property rights, and that you further waive any claim that YouRatePSU is somehow acting in an unfair or discriminatory manner by refusing to display (or by removing) such content. You agree that you may not and will not post or submit any User Content that contains or features any of the following:

* Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.)

* References to illegal activity, professional malpractice or health code violations.

* Reviews that do not address the goods and services of the business or reviews with no qualitative value (e.g., "this place is great!") as determined by YouRatePSU in its sole discretion.

* Content that contains personal attacks or describes physical confrontations and/or sexual harassment.

* Personal information or messages including email addresses, URLs, phone numbers and postal addresses that are not already publicly available.

* Messages that are advertising or commercial in nature, or are inappropriate based on the applicable subject matter.

* Language, photos, video or other media that violates the standards of good taste or the standards of this website, as determined by YouRatePSU in its sole discretion.

* Content determined by YouRatePSU to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity.

* Language intended to impersonate other users (including last names of other individuals) or offensive or inappropriate user names or signatures as determined by YouRatePSU in its sole discretion.

* Content that is not in English, that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.

B. Ownership of User Content.
All User Content is owned solely by YouRatePSU, and by submitting any User Content you relinquish any right or claim of right to such User Content. YouRatePSU is under no obligation to give credit or pay any consideration to you for any User Content you post on the Site, or any use by YouRatePSU of such User Content.

C. Representations and Warranties.
By using the Site you represent and warrant that any User Content posted by you does not contain material or links to material that infringes upon a third party's intellectual property or proprietary rights including, without limitation, copyright, patent, trademark, trade secrets, or rights of publicity or privacy. You further represent and warrant that you have all necessary rights to provide and have posted on the Site the User Content, and to transfer such ownership of such User Content to YouRatePSU, and that YouRatePSU has the right but not the obligation to monitor and edit or remove any activity or User Content. You further agree to accept full liability and responsibility for all User Content submitted by you or on your behalf for posting on the Site.

Acceptable and Lawful Use of Software Products
Any Software Product that is made available, either as a download or otherwise, from the Site is the copyrighted work of YouRatePSU and/or its affiliates or suppliers. Use of the Software Products is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software Product ("License Agreement"), or as expressly stated on the website pages accompanying the software. An end user will be unable to install any Software Products that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms. The Software Products are made available solely for use by end users according to the applicable License Agreement. Any use, reproduction, redistribution of the Software Products not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Absent a License Agreement that accompanies a Software Product, use of the software will be governed by this Terms of Use.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE PRODUCTS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

Relationship
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Service, and these Terms of Service are solely between you and YouRatePSU and is not intended to be for the benefit of any third party. If there is a dispute between participants on this Site, or between users and any third party, you understand and agree that YouRatePSU is under no obligation to become involved. In the event that you have a dispute with one or more users or third parties, you hereby release YouRatePSU, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or services.

Offline Conduct
Although YouRatePSU cannot monitor the conduct of its users off the Site, it is a violation of these Terms of Service to use any information obtained from this Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any user without his/her prior explicit consent. In some instances, YouRatePSU provides toll-free phone numbers to its advertisers for the express purpose of tracking calls from the users of YouRatePSU. It is a violation of these rules for users to call these toll-free numbers to solicit business from advertisers, to test the service or for any reason other than inquiring about the products and services being advertised.

Security
We utilize secure servers to protect your Registration Information. Users shall not disclose Registration Information to third parties. Users are responsible for all activities which occur under their Registration Information. User agrees to immediately notify us in writing of any unauthorized use of User's account.

Unauthorized Use of Site
You may not use any device, software or routine to interfere with the proper working of the Site. You may not intercept or expropriate any system data or information, or copy, reproduce, alter, modify, create derivative works, or publicly display any content from the Site without the express written permission of YouRatePSU. You may not take any action that imposes an unreasonable burden upon the infrastructure used to support the efficient operation of the Site including but not limited to unsolicited email (i.e.: "Spam"). You shall not use any method including the use of robots, spiders, other automatic devices or manual processes to monitor or copy our web pages or the content contained on the Site without the prior expressed written permission of YouRatePSU. Information on the Site is frequently updated and is proprietary or is licensed to YouRatePSU.

System Outages
We periodically schedule system downtime for maintenance and other purposes. Unplanned system outages also may occur. We shall have no liability whatsoever for the resulting unavailability of the Site or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery, nondelivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site.

Disclaimers
YouRatePSU provides this web site and the software products "as is" and without any warranty or condition, express, implied or statutory. YouRatePSU specifically disclaims any implied warranties of title, merchantability, and fitness for a particular purpose, accuracy of informational content and non-infringement. You assume total responsibility and risk for use of the Site, use of any Software Products, and hyperlinked web sites. We make no warranty that the Site will meet your requirements, or that Software Products or services will be uninterrupted, timely, secure or error free, nor do we make any warranty as to the results that may be obtained from the use of the Site or Software Products or as to the accuracy or reliability of any information obtained through the Site or that any defects will be corrected. No advice or information, whether oral or written, obtained by a user from YouRatePSU shall create any warranty not expressly made herein. This disclaimer is made to the fullest extent permitted by law. In addition, YouRatePSU disclaims any and all liability for the acts, omissions, and conduct of any third party users, YouRatePSU users, advertisers, and/or sponsors on the Site, in connection with the Site or otherwise related to your use of the Site. YouRatePSU is not responsible for the products, services, actions, or failure to act of any third party in connection with or referenced on the Site.

Limitations of Liability
In no event whatsoever shall YouRatePSU, its parent company, shareholders, affiliates, suppliers or their respective authorized representatives be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, including but not limited to loss of sales, profit, revenue, goodwill, or downtime, (however arising in tort, contract, or otherwise) regardless of such party's negligence or whether such party knew or should have known of the possibility of such damages, and in no event shall YouRatePSU's total cumulative liability under this agreement exceed US$50. You understand and agree that the download and upload of any material through this site is done at your discretion and risk and that you will be solely responsible for any loss or damage to your computer system or loss of data that may result in the download or upload of any material. YouRatePSU neither assumes, nor does it authorize any person or entity to assume on its behalf, any other liability in connection with the provision of the Site and Software Products. The limitations of liability provided in these Terms of Service inure to the benefit of YouRatePSU, our parent company, shareholders, affiliates and to all of our respective officers, directors, employees, attorneys and agents and, in each case, liability is limited to the fullest extent permitted by law.

Indemnification
You agree to indemnify, defend and hold harmless YouRatePSU, its parent company, shareholders, subsidiaries, affiliates, officers, directors, employees, agents and advisors from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from your use of the Site or Software Products provided hereunder by YouRatePSU, any User Content you provide, any violations by you of any applicable laws or regulations, and any breaches by you of these Terms of Service.

Violations of Terms and Liquidated Damages
Please report any violations of these Terms of Service, by emailing to legal@youratepsu.com. 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.

Notices
Notices to users and YouRatePSU shall be by email or certified mail, return receipt requested. Notices to YouRatePSU shall be sent to legal@youratepsu.com or, if by certified mail, to YouRatePSU, 1981 Pine Hall Road, State College PA 16801 USA.. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. - 512 (the "DMCA"), YouRatePSU has designated an agent to receive Notifications of Claimed Copyright Infringement ("Notification") on its Site, who can be reached as follows: Copyright Agent

YouRatePSU
1981 Pine Hall Road
State College, PA 16801
By email: legal@youratepsu.com

If you have a good faith belief that your copyright, trademark and/or other intellectual property, accessed on or through the Site has been used in a manner that constitutes copyright infringement, you must provide all of the following information to YouRatePSU's copyright agent:
(a) Your name mailing address, telephone number, and email address;
(b) A description of the copyrighted work that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site;
(d) 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;
(e) A statement by you, made in good faith and under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
(f) An electronic or physical signature of the copyright owner or an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest.

Governing Law and Choice of Forum
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Pennsylvania, exclusive of its choice of law rules and matters affecting copyrights, trademarks and patents under U.S. federal law. In any action to enforce these Terms of Service, the prevailing party will be entitled to costs and attorneys' fees. Any suit relating to these Terms of Service, the Site or the Software Products shall be brought exclusively in the federal or state courts of State College, Pennsylvania and both Parties consent to the jurisdiction thereof.

Miscellaneous
In the event that one or more portions of these Terms of Service shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in these Terms of Service. The headings used throughout these Terms of Service are solely for the convenience of reference and are not to be used as an aid in the interpretation of these Terms of Service. If you have any questions about these Terms of Service, contact us at legal@youratepsu.com.