Neighborhood Friends User Agreement

NEIGHBORHOOD FRIENDS, INC. TERMS OF USE

These Terms of Use (this "Agreement") is entered into by and between Neighborhood Friends, Inc. ("Neighborhood Friends," "we," or "us") and the individual, or legal entity, as applicable, ("you" or "your" (or any variation thereof) that registers for or uses the Neighborhood Friend's website, including any and all applications integrated with the website (collectively -- the "Website"). By clicking the "I accept" button during the registration process and using the Website in any way, You agree to the terms and conditions of this Agreement.

1. Acceptance. Please read this Agreement in its entirety before using the Website. If you are entering this Agreement on behalf of a company or other entity, then by clicking the "I accept" button during the registration process or using the Website, you represent and warrant that you have the authority to bind that company (or other entity) to this Agreement. If you do not agree to the terms and conditions contained herein, you may not use this Website and you must click the "I decline" button. By registering at the Website, your location will be displayed on Website maps. If you do not want your location displayed, then you should not register for the Website. Registered sex offenders, predators, and/or stalkers of any type are ineligible to form a contract with Neighborhood Friends.

2. Revisions. Neighborhood Friends reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement at any time, with or without notice to you. You are responsible for checking the terms and conditions of this Agreement as posted on the Website from time to time for any an all changes. Your continued use of this Website following any or all changes to this Agreement constitutes your unqualified and unconditional acceptance of all such changes. This Agreement was last changed on June 27, 2008.

3. Offensive Content. Despite Neighborhood Friends' safety and privacy controls, Neighborhood Friends cannot guarantee that this Website is entirely free of illegal, offensive, threatening, abusive, hateful, libelous, defamatory, pornographic or otherwise inappropriate material posted on the Website (collectively "Offensive Content"), or that its members will not encounter inappropriate or illegal conduct from other members (collectively -- "Offensive Conduct"). Consequently, you may encounter such Offensive Content or Offensive Conduct.

A. You can help Neighborhood Friends by notifying us of Offensive Content and Offensive Conduct by clicking on the flag content/conduct link located on pages throughout the Website. When complaints are made by clicking on the flag content/conduct link, Neighborhood Friends will use reasonable efforts to remove the Offensive Content or end the Offensive Conduct and to warn or, as appropriate, to bar from the site, those transmitting such Offensive Content or engaging in Offensive Conduct.

B. Neighborhood Friends is solely responsible for complaint handling, and you should address all complaints or reports of abuse directly to Neighborhood Friends using the procedures described above. Notwithstanding anything to the contrary in the foregoing or otherwise, Neighborhood Friends takes no responsibility for, not does it warrant in any way that you will not be subjected to, any Offensive Content or Offensive Conduct on the Website.

C. Using fake names, initials for names or identities on this Website is a violation of this Agreement, but also understand that users of this Website are not always who they say they are. You should always be careful when sending messages to, or accepting message requests from, people that you do not know outside of the Internet environment.

4. Safety Precautions.

A. When using Neighborhood Friends, you must always adhere to the following rules:

• Never share your password with anyone;
• Be very careful and limited about posting and sharing personal information, especially information that could be used to identify You or locate you out of the Internet environment or offline, such as, but not limited to, your social security or telephone number;
• Report users and content that violate this Agreement; and
• Block and report anyone that sends you any Offensive Content or engages in Offensive Conduct.

B. The Website is a community site where people can interact with their friends and the people around them. We have implemented many safety and privacy controls on the Website as part of our goal to enable people to share their information with only the people that they wish to access it. We try to constantly improve our systems for identifying and removing inappropriate content and users from the website.

C. The Website may contain links to other sites. Inclusion of these links may not be construed as Neighborhood Friends' endorsement or approval of these other sites.

D. Additional information regarding Internet safety can be found at [link to a page with the safety resource links]. Neighborhood Friends suggests that you explore these resources.

5. Minimum Age. You must be at least 18 years old to use this Website.

6. Limited License.

A. Neighborhood Friends hereby grants, and you accept, a limited, non-exclusive, non-transferable, revocable license to use the Website for your personal or internal business use only, and never in a multi-level marketing capacity or managed services environment. All rights not expressly granted by Neighborhood Friends to you hereunder are retained by Neighborhood Friends.

B. You shall not, and shall not permit any third party to, modify, decompile, reverse engineer, recreate, disassemble, or otherwise attempt to determine the makeup or source code of the Website. You are permitted to store, manipulate, analyze, reformat, print, and display content on this Website only for your personal or internal business purposes. Unauthorized use of any content from the Website or the resale or sublicensing thereof is expressly prohibited. Except as expressly provided herein, you shall not create an Internet "link" to the Website, or "frame" or "mirror" any content contained thereon or accessible therefrom. The license granted does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods for any purpose.

C. Illegal or unauthorized use of the Neighborhood Friends membership, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email or engaging in multi-level marketing, or unauthorized framing of, or linking to, the Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from member profiles without notice and may result in termination of membership privileges.

7. Registration. In consideration of your use of the Website, You agree to provide accurate, current and complete information about yourself as you may be asked in the registration questionnaire or from time to time. You also agree to maintain the security of your password and identification information and not provide such to another other person or entity. You are fully responsible for all use of your membership and access to the Website, and for any actions that take place through your membership or access to the Website. You must also maintain and promptly update personal data that you provide to Neighborhood Friends to keep it accurate, current and complete, including any personally identifiable information that you provide Neighborhood Friends during the registration process, including your full name, email address, mailing address, your gender, telephone number, and credit card number (collectively -- "PII").

8. Privacy Policy. Neighborhood Friends treats your PII in accordance with its privacy policy that is located at [insert URL to privacy policy] (the "Privacy Policy"). The Privacy Policy is incorporated in, and subject to, this Agreement for all purposes.

9. Monitoring. You understand that Neighborhood Friends has no obligation to monitor any searches, bulletin boards, forums, and/or other interactive areas of the website.

A. Among other things, a condition of your use of the Website, including forming groups, searches, bulletin boards, or forums, and other post areas of the Website that you do not: (i) restrict or inhibit any other users from using and enjoying the Website; (ii) create, post or transmit any Offensive Content or engage in any Offensive Conduct, including making any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law whether local, state, national, or international; (iii) post or transmit any information, software or other material which violates or infringes in the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder; (iv) post or transmit any information, software or other material that contains a virus or other harmful component; (v) post, transmit, or in any way exploit any information, software or other material for commercial purposes or which contains advertising; (vi) evade or attempt to evade the Website's security; or (vii) attempt to, or make, any unauthorized changes to Website..

10. User Content. Your submission of information and content (other than your PII) on or through the Website is done entirely at your own risk (such information and content are "User Content").

A. You grant Neighborhood Friends a worldwide, non-exclusive, transferable, perpetual, royalty-free, fully paid-up, sublicenseable, and irrevocable license to use, possess, copy, modify, publicly display, perform, distribute through multiple tiers of distribution, and prepare derivative works of User Content.

B. Although we allow you to set privacy options that may limit access to your environment and your User Content, please be aware that no security measures are perfect or impenetrable. We cannot control the actions of other users of the Website with whom you may choose to share your pages and information. Therefore, we cannot, and do not, guarantee that User Content will not be viewed by unauthorized persons. We are not responsible for circumvention of any privacy settings or security measures employed by the Website, nor are we responsible for Your exposure to any Offensive Content or Offensive Conduct while using the Website. You understand and acknowledge that, even after removal, copies of User Content may remain viewable in cached and archived pages or by other users of the Website who may have copied or stored your User Content.

C. You represent and warrant that you have all rights necessary to provide the User Content and to grant the rights granted in this Agreement.

11. Termination. This Agreement shall remain in full force and effect while you use the Website. Neighborhood Friends may terminate this Agreement for any reason or for no reason upon email notice to you. You may terminate your membership or participation with Neighborhood Friends at any time, for any reason by clicking on the [WEB ADDRESS] on the Website and following the instructions. In the event of termination, you are no longer authorized to access the Website in any way or for any reason whatsoever. The license granted to you terminates automatically and without notice upon termination of this Agreement. Neighborhood Friends may terminate your use of the website at any time without notice if we believe you are a registered sex offender, predator, and/or stalker of any type.

12. General

A. Proprietary Rights in Website Content. All material on the Website ("Website Material"), including designs, text, graphics, pictures, video, information, applications, searches, software, scripts, applets, music, sound and other files, and their selection and arrangement, are the proprietary property of Neighborhood Friends, its users or its licensors with all rights reserved. No Website Material may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without prior, express, and written permission of an officer of Neighborhood Friends.

B. User Disputes. You are solely responsible for your interactions with other Neighborhood Friends users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

C. Indemnity. You will indemnify and hold harmless Neighborhood Friends, its shareholders, affiliates, officers, shareholders, employees, and agents (individually and collectively the "NF Group") from and against any and all loss, liability, claim, demand, damages, costs, and expenses (including attorneys fees) made against, or suffered by, the NF Group arising out of, or in connection with, the User Content or your use of the Website.

D. Warranty Disclaimer. THE WEBSITE, WEBSITE MATERIAL, AND OTHER USERS' CONTENT AND MATERIAL ARE PROVIDED "AS IS" AND WITHOUT WARRANTY. THE NF GROUP, INCLUDING NEIGHBORHOOD FRIENDS, DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NEIGHBORHOOD FRIENDS DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. NEIGHBORHOOD FRIENDS DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE. IN NO EVENT WILL NEIGHBORHOOD FRIENDS BE LIABLE FOR ANY LOSS OR CORRUPTION OF DATA, INCLUDING USER CONTENT. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF YOUR ACCOUNT AND THE WEBSITE.

E. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ANY MEMBER OF THE NF GROUP, INCLUDING NEIGHBORHOOD FRIENDS BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND (INCLUDING COMPENSATORY DAMAGES, LOST PROFITS, LOST DATA OR ANY FORM OR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHETHER BASED ON BREACH OF CONTRACT OR WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE) THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR THE WEBSITE MATERIAL. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE NF GROUP, INCLUDING NEIGHBORHOOD FRIENDS, IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING, OFFENSIVE CONTENT, OR OFFENSIVE CONDUCT. IF YOU ARE DISSATISFIED WITH ANY WEBSITE MATERIAL, OR WITH ANY OF THIS AGREEMENT'S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. IN ADDITION TO THE FOREGOING LIMITS, IN NO EVENT WILL ANY MEMBER OF THE NF GROUP, INCLUDING NEIGHBORHOOD FRIENDS', AGGREGATE LIABILITY EXCEED $100. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT EXPAND THESE LIMITS. IN NO EVENT MAY YOU BRING A CLAIM OR CAUSE OF ACTION AGAINST ANY MEMBER OF THE NF GROUP, INCLUDING NEIGHBORHOOD FRIENDS, MORE THAN TWO YEARS AFTER THE CLAIM OR CAUSE OF ACTION AROSE.

F. Waiver. No waiver of any breach of any provision of this Agreement by Neighborhood Friends shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of Neighborhood Friends.

G. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

H. Notices.

(i) Any notices or communications to be given under this Agreement by you to Neighborhood Friends shall be deemed to have been duly given if given in writing and sent by mail, certified, postage prepaid with return receipt requested, in each case, at the following addresses: Neighborhood Friends, Inc., 3091 College Park Drive, #240-9, The Woodlands, TX 77384, Attention: Legal; with a copy to, which shall not constitute notice: Gardere Wynne Sewell, LLP, 1601 Elm Street, Suite 3000, Dallas, Texas 75201-4761, Attention: Peter S. Vogel, Esq., Email: pvogel @gardere.com.

(ii) Any notices or communications to be given under this Agreement by Neighborhood Friends to you shall be sent by email to the address you gave during registration.

(iii) Notices delivered personally, by courier, or electronic mail shall be deemed communicated as of actual receipt. Mailed notices shall be deemed communicated as of 10:00 a.m. on the five business day after mailing.

I. Interpretation. In the interpretation of this Agreement, except where the context otherwise requires, (i) "including" or "include" does not denote or imply any limitation, (ii) "or" has the inclusive meaning "and/or," (iii) "and/or" means "or" and is used for emphasis only, (iv) the singular includes the plural, and vice versa, and each gender includes each of the others, (v) captions or headings are only for reference and are not to be considered in interpreting the Agreement, (vi) "Section" refers to a Section of this Agreement, unless otherwise stated in this Agreement, (vii) all times are deemed to be the time in Houston, Texas, and (viii) "day" refers to a calendar day unless expressly identified as a business day.

J. DMCA. Neighborhood Friends will process notices of alleged infringement that it receives and will take appropriate actions as required by the Digital Millennium Copyright Act (the "DMCA") and other applicable intellectual property laws.

(i) Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to Neighborhood Friends' Designated Agent.

(ii) Name/Contact Information of Designated Agent: Gardere Wynne Sewell, LLP, 1601 Elm Street, Suite 3000, Dallas, Texas 75201-4761, Attention: Peter S. Vogel, Esq.

(iii) To be effective, the notification must be in writing and contain the following information:

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

(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) 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 Neighborhood Friends to locate the material;

(d) Information reasonably sufficient to permit Neighborhood Friends 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;

(e) 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;

(f) 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.

K. Other. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement is performable, and exclusive venue shall lie, in Harris County, Texas. You may not assign (or delegate your duties under) this Agreement. Neighborhood Friends may assign this Agreement in its sole discretion. This Agreement, including the Privacy Policy, is the entire agreement between you and Neighborhood Friends with respect to the subject matter of this Agreement.

L. Survival. This Section 12 (General) and Section 10 (User Content) shall survive the termination of this Agreement for any reason.