DIRECTORY LISTING AGREEMENT This agreement describes the entire terms and conditions for posting a Directory Listing on the NeighborhoodNow.com website. NeighborhoodNow.com is operated by Neighborhoodnow, Inc. In this agreement, NeighborhoodNow.com and Neighborhoodnow, Inc. are collectively referred to as "NeighborhoodNow.com". In this agreement, the term "Participant" refers to you (the applicant). Wherever the agreement refers to "you" or "your", it means "the Participant"; "we" or "our" refer to NeighborhoodNow.com. In order to participate in the Directory Listing Agreement, you will need to provide a valid, operational email address. We will not share your email information with a third party. Businesses that DO NOT QUALIFY for a NeighborhoodNow.com Directory Listing include: Any site that displays any of the following content shall be immediately removed from the NeighborhoodNow.com website, in NeighborhoodNow.com's sole and absolute discretion: ˇ Sites that promote sexually explicit material. ˇ Sites that promote violence. ˇ Sites that promote discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age. ˇ Sites that promote illegal activities. ˇ Sites that contain defamatory, libelous, harmful material or otherwise infringe upon the rights of any third parties. ˇ Sites that are inconsistent with NeighborhoodNow.com's policies and/or practices. Web Site service interruption: NeighborhoodNow.com will make every effort to keep its Web site operational. However, certain technical difficulties may from time to time result in temporary service interruptions. The Participant agrees not to hold NeighborhoodNow.com liable for any of the consequences of such interruptions. Term of the Agreement: This term will begin on the date that your application is approved by NeighborhoodNow.com, and shall end when canceled by either party as provided below. The agreement may be modified: NeighborhoodNow.com reserves the right to change any of the terms and conditions in this agreement, at any time and in its sole discretion, by posting a new agreement on our Web site. Without limiting the generality of the foregoing, and all other provisions of this agreement are subject to change without notice other than posting such information on our Web site. Participant may not change or modify this Agreement. Cancellation of this agreement: Either NeighborhoodNow.com or the Participant, acting in their sole discretion, may choose to cancel this agreement at any time by written notice of cancellation to the other. The fine print (but it's part of the agreement): Warranty Disclaimer: NeighborhoodNow.com makes no warranties, representations or conditions with regard to the program or, except as expressly set forth in NeighborhoodNow.com, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Limitation of Damages: NeighborhoodNow.com shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program, even if NeighborhoodNow.com has been advised of the possibility of such damages. Representations and Warranties: The Participant represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation. Indemnification: The Participant shall defend, indemnify and hold harmless NeighborhoodNow.com, Neighborhoodnow, Inc., its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Participant's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Participant; or (iii)it is based upon Participant's violation of any applicable federal, state or local law or regulation in providing products or services hereunder. Miscellaneous: Participant and NeighborhoodNow.com are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Participant shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of NeighborhoodNow.com. Subject to the foregoing restriction, this agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns. Governing Law: This agreement shall be governed by the laws of the United States and the State of California without reference to its choice of law principles. Neighborhoodnow, Inc., 2010. All rights reserved.
