TERMS OF USE AGREEMENT

This Terms of Use Agreement (the “Agreement”), along with our Privacy Policy (neighborbrite.com/privacy), constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“you,” “your,” the “user,” or the “user’s”) and Neighborbrite Inc. and all of its affiliated companies, websites, applications, platforms, social media accounts and pages, tools and functions (collectively, “Neighborbrite,” the “Company,” “we,” “us,” or “our”), concerning your access to and use of the neighborbrite.com website(s) as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Sites”). The Sites provide the following services: Serving as a marketplace for groups of homeowners and home services contractors. (the “Services”). Supplemental terms and conditions, along with any documents that may be posted on the Sites from time to time by Neighborbrite, are hereby expressly incorporated into this Agreement by reference.

The Company makes no representations, warranties or guarantees that the Sites are appropriate or available in locations other than the country of the Company’s primary business operations. The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Sites from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

All users who are minors in the jurisdiction in which they reside (minors are generally considered individual persons under the age of 18) are not permitted to register for the Sites or access or use the Services.

BY ACCESSING OR USING OUR SITES OR SERVICES IN ANY WAY, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT THE COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, YOU ARE REQUIRED TO DISCONTINUE YOUR ACCESS TO OR USE OF THE SITES OR SERVICES IMMEDIATELY.

THE SERVICES

The Services enable you and other consumers to find, request, or receive: (i) Third-Party Services from third-party service providers, including without limitation, landscapers, roofers, painters, HVAC technicians, fencers, masons, and other home services providers (“Third-Party Providers”); (ii) related personalized content, including features, recommendations and advertisements for products or services tailored to your needs and interests; and (iii) certain supporting services, including providing you the ability to express certain preferences about the Third-Party Services or Third-Party Service Providers, payment processing and customer support. Unless otherwise agreed by Neighborbrite in a separate written agreement with you, these Services are made available solely for your personal, noncommercial use.

Once you make a request, Neighborbrite notifies Third-Party Providers that an opportunity is available so that the Third-Party Provider may offer to complete your request. The Third-Party Provider may, in its sole discretion, offer Third-Party Services to you l, and you, in your sole discretion, may choose whether or not to accept such services from a Third-Party Provider. However, please note that once your request for Third-Party Services has begun, you may no longer have the option to reschedule or cancel. If Neighborbrite is able to reschedule or cancel your request, you may be charged a fee and/or may not be refunded for items that have been purchased on your behalf.

NEIGHBORBRITE IS NOT A GENERAL CONTRACTOR NOR A SUBCONTRACTOR OF CONSTRUCTION AND RELATED SERVICES.

GENERALLY, NEIGHBORBRITE’S SERVICES ARE ONLY AVAILABLE TO REGISTERED USERS AND NOT TO THE GENERAL PUBLIC. YOUR ABILITY TO REQUEST, AND IF APPLICABLE, OBTAIN THIRD-PARTY SERVICES FROM THIRD-PARTY PROVIDERS IN CONNECTION WITH THE USE OF OUR SERVICES DOES NOT RENDER US AS A PROVIDER OF ANYTHING OTHER THAN THE SERVICES. INDEPENDENT THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF THE COMPANY IN ANY WAY. ANY EFFORT, FEATURE, PROCESS, POLICY, OR STANDARD UNDERTAKEN BY THE COMPANY TO FACILITATE YOUR RECEIPT OF THIRD-PARTY SERVICES OR IN THE INTEREST OF SAFETY OR SECURITY AS DETERMINED BY US IN OUR SOLE DISCRETION IS NOT AN INDICIA OF AN EMPLOYMENT, ACTUAL AGENCY, APPARENT AGENCY, OR OSTENSIBLE AGENCY RELATIONSHIP WITH ANY THIRD-PARTY PROVIDER.

PAYMENT

Prices & Charges.

Your use of the Services may result in charges to you for the services or goods you receive from Neighborbrite and/or from Third-Party Providers (“Charges”). Prices displayed to you when purchasing goods through the Services may be inclusive of retail prices charged by a Third-Party Provider and associated fees paid to Neighborbrite. Neighborbrite will enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will include applicable taxes where required by law. Charges may include other applicable fees such as delivery fees, service fees, product return fees, cancellation fees, government-mandated fees (such as bag fees), estimated or actual tolls, and/or surcharges.

With respect to Third-Party Providers, Charges you incur will be owed directly to Third-Party Providers, and Neighborbrite will collect payment of those charges from you, on the Third-Party Provider’s behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the Third-Party Provider. Payment to a Third-Party Provider of goods or services shall be considered to occur at the moment you submit payment through Neighborbrite. You retain the right to request lower Charges from a Third-Party Provider for services or goods received by you from such Third-Party Provider at the time you receive such services or goods. A Third-Party Provider also retains the right to request higher Charges from you for services or goods provided. For example, a Third-Party Provider that is a merchant may collect lower or higher charges where the actual goods provided differ from the products originally requested, including in connection with differences in quantity, weight, or item type. Subject to requests from you to lower such Charges from a Third-Party Provider, you agree to pay such higher or lower Charges associated with such product differences. Neighborbrite will consider in good faith any request from a Third-Party Provider to modify the Charges for a particular service or good. This payment structure is intended to fully compensate a Third-Party Provider, if applicable, for the services or goods obtained in connection with your use of the Services.

There also may be certain Charges you incur that will be owed and paid directly to Neighborbrite or its affiliates. For the avoidance of doubt, Neighborbrite does not charge a fee for you to access our Services, but may charge you a fee or any other Charge for accessing Third-Party Services. Even if not indicated in the Services, the prices for products or services displayed through the Services may differ from the prices offered or published by Third-Party Providers for the same product or service, including as may be offered or published at a physical location operated by a Third-Party Provider, and/or from prices available at other third-party websites/mobile applications. Prices for products or services items displayed through the Services may not be the lowest prices at which a particular product or service is sold.

All Charges and payments will be enabled by Neighborbrite using the preferred payment method designated in your Account, and you will promptly receive receipts from us for any Charges. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Neighborbrite may use another available payment method in your Account.

As between you and Neighborbrite, Neighborbrite reserves the right to establish or adjust Charges for any or all services or goods obtained through the use of the Services at any time. Neighborbrite will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.

Refunds.

Charges paid by you are final and non-refundable, unless otherwise determined by Neighborbrite and the Third-Party Provider assessing the Charge. If you have any requests for cancellations, refunds, or returns, or if you think a correction should be made to any Charge you incurred, please visit the “Contact Us” screen in your Account to initiate such requests within thirty (30) days after the Charge took place. In the absence of such a request, you agree to waive your right to any such request and will be prohibited from later disputing the amounts charged, without any further liability to Neighborbrite.

Promotional Offers.

Certain users may, from time to time, receive promotional offers and discounts that result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. Promotional offers and discounts are subject to change or withdrawal at any time and without notice.

Gratuity.

Neighborbrite does not designate any portion of your payment as a tip or gratuity to a Third-Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third-Party Provider who provides you with services or goods obtained through the Services, you are under no obligation to do so.

Damage, Cleaning, and Charges for Violation of Terms. Neighborbrite may charge you a fee on behalf of Third-Party Providers if, during your use of the Services, you have caused damage to property that requires repair or cleaning (“Repair” or “Cleaning”). The amount of such fee shall be determined, in Neighborbrite’s sole discretion, based on the type and severity of any damage.. Neighborbrite reserves the right to verify or otherwise require documentation of damages prior to processing a fee. In the event that a Repair or Cleaning request is verified by Neighborbrite in Neighborbrite’s reasonable discretion, Neighborbrite reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning using your payment method designated in your Account. Such amounts will be transferred by Neighborbrite to a Third-Party Provider, if applicable, and are non-refundable. Additionally, if you fail to comply with this Agreement, you may be responsible for Charges, including without limitation, for transactions that could not be completed properly, arising out of or in connection with your failure to comply with this Agreement.

USER REPRESENTATIONS

Regarding Your Registration

By using the Neighborbrite Services, you represent and warrant that:

A. all registration information you submit is truthful and accurate;

B. you will maintain the accuracy of such information;

C. you will keep your password confidential and will be responsible for all use of your password and Account;

D. you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parent or guardian permission to use our Services; and

E. your use of our Services does not violate any applicable law or regulation.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Sites’ registration forms and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Sites (or any portion thereof) to you.

We reserve the right to remove, reclaim or change a user name you select if we determine, in our sole discretion, that your selected user name is obscene or otherwise objectionable, or, in the event that a trademark owner complains about a username that does not closely relate to a user’s actual name.

Regarding Content You Provide

We may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to our Sites and/or to or via the Sites’ forms, emails, chat agents, and pop-ups, including, without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively “Contributions”). Any Contributions you transmit to Neighborbrite will be treated as non-confidential and non-proprietary. When you create or make available a Contribution, you thereby represent and warrant that:

A. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights, of any third party;

B. you are the creator and owner of, or have the necessary licenses, rights, consents, releases and permissions to use and to authorize, Neighborbrite and the Sites’ users to use your Contributions as necessary to exercise the licenses granted by you under this Agreement;

C. you have the written consent, release, and/or permission of each and every identifiable individual person in the Contribution to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contribution in the manner contemplated by our Sites;

D. your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Neighborbrite), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;

E. your Contribution does not contain material that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or well-being of minors;

F. your Contribution does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;

G. your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.

CONTRIBUTION LICENSE

By posting Contributions to any part of the Sites, or making them accessible to the Sites by linking your Account to any of your social network accounts, you automatically grant, and you represent and warrant that you have the right to grant, to Neighborbrite an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. The Company does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We will not use your Contributions in a way that infringes on your rights and we will always process your personal information lawfully and with your consent.

Company has the right, in our sole and absolute discretion, to: (i) edit, redact or otherwise change any Contributions; (ii) re-categorize any Contributions to place them in more appropriate locations; or (iii) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement.

By uploading your Contributions to the Sites, you hereby authorize Company to grant to each end user a personal, limited, non-transferable, perpetual, non-exclusive, royalty-free, fully-paid license to access, download, print and otherwise use your Contributions for their internal purposes and not for distribution, transfer, sale or commercial exploitation of any kind.

GUIDELINES FOR REVIEWS

Neighborbrite may accept, reject or remove reviews in its sole discretion. Neighborbrite has absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Those persons posting reviews should comply with the following criteria: (1) reviewers should have firsthand experience with the person/entity being reviewed; (2) reviews should not contain: offensive language, profanity, or abusive, racist, incendiary or hateful language; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; or references to illegal activity; (3) reviewers should not be affiliated with competitors if posting negative reviews; (4) reviewers should not make any conclusions as to the legality of conduct; and (5) reviewers may not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative. Reviews are not endorsed by Neighborbrite, and do not represent the views of Neighborbrite or of any affiliate or partner of Company. Neighborbrite does not assume liability for any review or for any claims, liabilities or losses resulting from any review. By posting a review, the reviewer hereby grants to Neighborbrite a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable and sublicensable license to Neighborbrite to reproduce, modify, translate, transmit by any means, display, perform and/or distribute all content relating to reviews.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Sites or the Services (collectively “Submissions”) provided by you to Neighborbrite are non-confidential and Neighborbrite (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PROHIBITED ACTIVITIES

You may not access or use the Sites for any other purpose other than that for which Neighborbrite makes them available. The Sites may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Neighborbrite. Prohibited activities include, but are not limited to:

A. attempting to bypass any measures of the Sites designed to prevent or restrict access to the Sites, or any portion of the Sites;

B. attempting to impersonate another user or person or using the username of another user;

C. criminal or tortious activity;

D. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Sites;

E. deleting the copyright or other proprietary rights notice from any Sites’ content;

F. engaging in any automated use of the Sites, such as using any data mining, robots or similar data gathering and extraction tools;

G. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Sites, or using or launching any unauthorized script or other software;

H. harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Services to you;

I. interfering with, disrupting, or creating an undue burden on the Sites or the networks or services connected to the Sites;

J. making any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;

K. selling or otherwise transferring your profile;

L. systematic retrieval of data or other content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from the Company;

M. tricking, defrauding or misleading the Company and other users, especially in any attempt to learn sensitive Account information such as passwords;

N. using any information obtained from the Sites in order to harass, abuse, or harm another person;

O. using the Services as part of any effort to compete with Company or to provide services as a service bureau; and

P. using the Sites in a manner inconsistent with any and all applicable laws and regulations.

INTELLECTUAL PROPERTY RIGHTS

The content on the Sites (“Neighborbrite Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Neighborbrite, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Neighborbrite Content includes, without limitation, all source code, databases, functionality, software, Sites’ designs, audio, video, text, photographs and graphics. All Neighborbrite graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Neighborbrite in the United States and/or other countries. Neighborbrite trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion as to their source of origin, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Neighborbrite.

Neighborbrite Content on the Sites is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Sites, you are granted a limited license to access and use the Sites and Neighborbrite Content and to download or print a copy of any portion of the Neighborbrite Content to which you have properly gained access solely for your personal, non-commercial use. Neighborbrite reserves all rights not expressly granted to you in and to the Sites and Neighborbrite Content and Marks.

THIRD PARTY WEBSITES AND CONTENT

The Sites contain (or you may be sent through the Sites or the Services) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Sites or any Third Party Content posted on, available through or installed from the Sites, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Websites or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Sites and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any websites to which you navigate from the Sites or relating to any applications you use or install from the Sites. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and Neighborbrite takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

SITE MANAGEMENT

Neighborbrite reserves the right but does not have the obligation to:

A. monitor the Sites for violations of this Agreement;

B. take appropriate legal action against anyone who, in Neighborbrite’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;

C. in Neighborbrite’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Neighborbrite policy;

D. in Neighborbrite’s sole discretion and without limitation, notice or liability,remove from the Sites or otherwise disable all files and content that are excessive in size or are in any way burdensome to Neighborbrite ‘s systems;

E. otherwise manage the Sites in a manner designed to protect the rights and property of Neighborbrite and others and to facilitate the proper functioning of the Sites.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Sites or are otherwise a user or member of the Sites, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your Account settings, if available, or by contacting us using the contact information below.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, NEIGHBORBRITE RESERVES THE RIGHT TO, IN THE COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITES AND THE SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND THE COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITES AND THE SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN THE COMPANY’S SOLE DISCRETION.

In order to protect the integrity of the Sites and Services, the Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Sites and Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF THE COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CONTACT A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTED BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.

If Company terminates or suspends your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, the Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS

To Agreement

The Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Sites and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information, of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your Account settings to ensure you are informed of changes. You agree that you will periodically check the Sites for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.

To Services

Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

DISPUTES

Between Users

If there is a dispute between users of the Sites, or between users and any third party, you understand and agree that the Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release the Company, 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 the Services.

With Company

A. Governing Law; Jurisdiction. This Agreement and all aspects of the Sites and Services shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in the State of Delaware, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Sites or Services be instituted more than two (2) years after the cause of action arose.

B. Informal Resolution. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (any “Dispute”), you and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations shall commence upon written notice from one person to the other of a Dispute.

C. Binding Arbitration. If you and Company are unable to resolve a Dispute through informal negotiations, either you or Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by arbitration. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If costs are determined by the arbitrator to be excessive, the arbitrator shall determine the appropriate distribution of arbitration fees and expenses among the parties. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the State of Delaware. Except as otherwise provided in this Agreement, you and Company may litigate in court to confirm, modify, vacate or enter judgment on any award entered by the arbitrator.

D. Restrictions. You and Company agree that any arbitration shall be limited to the Dispute between Company and you individually. To the full extent permitted by law: (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

E. Exceptions to Informal Negotiations and Arbitration. You and Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable, then neither you nor Company will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and Company agree to submit to the personal jurisdiction of that court.

CORRECTIONS

Occasionally there may be information on the Sites that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

DISCLAIMERS

Company cannot control the nature of all of the content available on the Sites. By operating the Sites, Company does not represent or imply that Company endorses any blogs, contributions or other content available on or linked to by the Sites, including without limitation content hosted on third-party websites or provided by third-party applications, or that Company believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Sites or in connection with any Contributions. The Company is not responsible for the conduct, whether online or offline, of any user of the Sites or Services.

YOU AGREE THAT YOUR USE OF THE SITES AND SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITES, THE SERVICES, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITES CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO OUR SITES, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITES OR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITES. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITES OR ANY HYPERLINKED SITES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL NEIGHBORBRITE OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITES OR SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICES DURING THE PERIOD OF THREE (3) MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

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 OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

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 FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

INDEMNITY

You agree to defend, indemnify and hold the Company, its subsidiaries, its affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your Contributions, use of the Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, the Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with Company’s defense of such claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

NOTICES

Except as explicitly stated otherwise, any notices given to the Company shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.

USER DATA

Our Sites will maintain certain data that you transfer to the Sites for the purpose of the performance of the Services, as well as data relating to your use of the Company Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Services. You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data.

ELECTRONIC CONTRACTING

Your use of the Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR LEGAL AGREEMENT AND THE EXPRESSION OF YOUR INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

ELECTRONIC SIGNATURES

Users are allowed on Neighborbrite to transmit and receive valid electronic signatures in the United States under the Electronic Signatures in Global and National Commerce Act (E-Sign Act) of 2000 and the Uniform Electronic Transactions Act (UETA) of 1999 as adopted by individual states. Users’ signatures and identities are not authenticated on Neighborbrite.MISCELLANEOUSThis Agreement constitutes the entire agreement between you and Company regarding the use of the Services. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your Account may not be assigned by you without our express written consent. The Company may assign any or all of its rights and obligations to others at any time. The Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond the Company’s reasonable control. If any provision or part of a provision of this Agreement is held by a body of competent jurisdiction to be unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and the Company as a result of this Agreement or use of the Sites and Services. Upon the Company’s request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of the Company having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact the Company as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.

Neighborbrite Inc.
50 W Broadway Ste 333 # 63225
Salt Lake City, UT 84101
Email: legal@neighborbrite.com