ADOPTAGUY.COM TERMS OF USE AGREEMENT

The Effective Date of this Agreement is January the 31st, 2010 ADOPTAGUY.COM TERMS OF USE AGREEMENT Introduction; Your Agreement to these Terms of Use Welcome to AdoptAGuy.com, an online service for men and women to meet each other. The AdoptAGuy.com website (Website) also allows you to receive updated information about AdoptAGuy, Inc. (We, us, or the Company) and communicate with others on third party social networking sites. In order to become a registered member (you or Member) of the Company and have full use of its features and services, you must read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement"). We retain the right to provide or rescind these services to any Member in our sole discretion even after you have agreed to the terms herein. Your use of the Website shall be governed by these terms, the referenced privacy policy, any subscription terms, or notices you receive from us regarding the Website. Eligibility Use of the Website is solely for Members who are eighteen (18) years of age or older and who are single. We are a gay and lesbian friendly Company, and our services for same-sex relationships are currently under study. However, due to specific features of AdopAGuy.com, the Website is only designed for Members seeking a relationship with a member of the opposite sex. Any registration by, use of or access to the AdoptAGuy services by anyone under 18 or who is married and not permanently separated from his or her spouse is unauthorized and is in violation of these Terms of Use. By using the service or the AdoptAGuy website, you represent and warrant that you are 18 or older and that all information you provide to us is true and complete. In addition, AdoptAGuy is not available to persons previously suspended or removed from the AdoptAGuy website or other services. BY CLICKING THE I AGREE BUTTON OR BY OTHERWISE USING THE ADOPTAGUY SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE, HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE ADOPTAGUY WEBSITE, ARE SINGLE, YOU ARE ACTING SOLELY ON BEHALF OF YOURSELF AND YOU ARE SEEKING A RELATIONSHIP WITH THE OPPOSITE SEX. User Responsibility and Non-Commercial Use You are solely responsible for your communication and interaction with other Members of the Website. Notwithstanding the foregoing, if you are a man using the Website, you cannot send messages to any woman unless that woman has added you to her shopping cart. However, if you are a man, you can attempt to attract a womans attention by sending her a charm. Any other attempt to contact her outside the Website, including but not limited to searching for her contact information over the Internet, is strictly prohibited prior to the woman adding you to her shopping cart and revealing any other contact information to you. We reserve the right, but we do not have the obligation, to investigate any complaints of violation of these terms of use. While the Website provides for open communication between Members once a woman has added a man to her shopping cart, we are not responsible for the content and cannot stop prohibited or otherwise inappropriate communications between Members. Although the Website serves to store and share content, it is not necessarily reviewed by us nor can we guarantee that any content can be accessed or retrieved at any time. In addition, we cannot ensure that third parties will not breach our security measures and access the Website or your confidential information. For that reason, as a Member, you agree to use all commercially reasonable efforts to prevent unauthorized access, including not revealing your login information to any third party. We expressly disclaim any and all liability in connection with any communications whether on the Website or on third party networking websites. Our services are solely for personal use on behalf of yourself and cannot be used by you for advertising or any commercial purpose or to solicit other Members for any purpose other than with the objective of building a personal relationship. Release You hereby release us from any liability in connection with your use or anyone elses use of the Website except where otherwise prohibited by law. If you are dissatisfied with the Website or our services in general or you are having a dispute with another Member, you agree that your only recourse is to block the Member on his or her profile or to stop using the Website. Furthermore, Member agrees to indemnify, defend, and hold us harmless from any improper use of the Website by you or anyone else, including but not limited to, improper or illegal communications, wrongful acts by any Member whom you meet on AdoptAGuy, any loss of data, security breaches, or third party claims. Photos You agree to only place appropriate and clear and accurate photos of only yourself on the Website without any other individuals appearing in the photos. Any photos that are altered or include nudity (including nude chests), any sexual content, photos of you as a child, weapons, money, drugs, bathing suits, advertising, or personal contact information are strictly prohibited. We have the right, but not the obligation, to remove any and all photos from the Website at any time without notice or permission. Furthermore, we cannot guarantee that a Members photo quality or appearance will not be altered once it is posted on the Website. You hereby agree to assign all rights and interests of any kind in such photos to us to use, copy and display the photo and you represent and warrant that you are not infringing on any third party rights by submitting your photo to us. Incorporation by Reference The privacy of Member and all users is important to us. The terms of our Privacy Policy are available on the Website and are incorporated into these Terms by reference. Modification of these Terms We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Website. Please check these Terms and any Policies periodically for changes. Your continued use of the Website after the posting of changes constitutes your acceptance of such changes. Member acknowledges that we shall be permitted to automatically issue upgraded versions of the Website. You hereby agree that your computers may automatically receive such upgrades or updates from our servers. AdoptAGuy License Grant and Intellectual Property Rights The Companys services and the Website are owned and operated by us. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of our services and Website are protected by United States copyright, trade dress, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for information available on third-party links, all of our information contained on the Website is the property of the Company. All trademarks, service marks, and trade names are proprietary to us. Except as expressly authorized by us, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of our intellectual property or services. We reserve all rights not expressly granted in this Agreement. Subject to the compliance of Member with the terms and conditions set out in this Agreement, we hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license to use the Website in the United States in accordance with the terms of this Agreement and any order form or subscription. By using and accessing the Website, you agree not to use the Website in any way other than its intended purpose. Furthermore, by using the Website, you agree that you own or have express, written permission to copy, store and use the content exchanged via the Website, and that you are not violating any third partys intellectual property rights. By accessing and using the Website, you agree to grant us a perpetual, irrevocable, non-exclusive, royalty-free and worldwide right to copy, distribute, modify and display content or other information in connection with your use of the Website. You agree that we may use your content and that of other Members or other related information to study activity or for commercial purposes. We cannot warrant that you may obtain or retrieve any information shared or entered through the Website. Services You may become a Member of certain services available on the Website free of charge. However, any additional services or an increased volume of services may require recurring payments to us and a subscription. You will be notified via the Website and you must agree to accept any paid services prior to incurring any charges. Term of Membership After you have agreed to the terms herein, this Agreement shall remain in effect for so long as you are a Member unless otherwise modified by us. You may terminate your membership at any time by clicking on the Unsubscribe link on your profile page or by contacting us via the Website. We reserve the right to terminate or restrict Members license to use the Website and our services generally at any time and for any reason without notice. All terms herein requiring you to indemnify defend and hold us harmless shall remain in full force and effect and shall survive termination of this Agreement. If your membership is terminated by us for your breach of this Agreement and you have paid any membership or other service fees, you will not be entitled to a refund of such fees. Prevention of Unauthorized Use We reserve the right to exercise whatever lawful means we deem necessary to prevent unauthorized use of the Website, including, but not limited to, technological barriers, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use. Prohibited Conduct; Permissible Use YOU AGREE NOT TO ENGAGE IN ANY OF THE FOLLOWING CONDUCT WHILE USING ADOPAGUY SERVICES OR WEBSITE: 1. use the Website for any purpose other than (i) to communicate with other Members to establish a personal relationship, or (ii) to access the Website for such services as offered by us; 2. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein; 3. send or post any defamatory, harassing, discriminatory or libelous communications; 4. engage in any unlawful act; 5. impersonate any person or entity, or perform any fraudulent activity in connection with identity; 6. threaten or defraud Members of the Website; 7. remove, circumvent, disable, damage or otherwise interfere with security-related features of the website, features that prevent or restrict improper access through the website, or features that enforce limitations on the use of the website or content; 8. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof; 9. modify, adapt, translate or create derivative works based upon the Website or any part thereof; 10. intentionally interfere with or damage operation of the Website or any Member's enjoyment of the Website, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; 11. take any action that may undermine or manipulate our feedback system; 12. attempt to gain improper access to the Website; 13. take any action that may (in our sole discretion) substantially increase our risk of liability; or 14. interfere or attempt to interfere with the proper workings of the Website or communications thereof. By participating as a Member of the Website, you agree to participate in obtaining popularity points. Notwithstanding the foregoing, Members are encouraged while communicating with other Members to be respectful of their emotions and not to make any unkind or derisive statements about their profiles or other personal qualities. If another Member is posing an annoyance to you, you can easily end the dialogue on the Website by selecting Block this member on their profile. Account; Security When accessing the Website, you will be asked to provide an ID and password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your Member account. You agree that the information provided to us during registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have any reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID and password), then you agree to immediately notify us. You may be liable for the losses incurred by us or others due to any unauthorized use of your account. Third-Party Websites We allow Members to link to third party social networking websites. However, we cannot be responsible for, and we do not endorse any third-party websites, or the information, materials, products, content posted or services contained on or accessible through any third party websites. Access and use of third party sites, including the information, materials, products, content and services available through them is solely at your own risk. As a Member, you can elect to share your email address with third-parties promoting their products and services. If we offer third-party products and services for sale, you expressly disclaim any liability on our behalf for any data shared with such third parties or the functionality of any third-party products and services. Termination; Violations Member agrees that the Company, in its sole discretion, for any or no reason, and without penalty, may terminate or restrict Members account with us or terminate or limit your access to the Website and remove and discard all or any part of a users account, user profile, and any content, at any time and for any reason. We may also in our sole discretion and at any time discontinue providing access to the Website, or any part thereof, with or without notice. You agree that any termination of any of your access to the Website or any account you may have or portion thereof may be effected without prior notice, and you agree that we will not be liable to you for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies we may have at law or in equity. Upon termination for any reason, you agree to immediately stop accessing and using the Website. Members only remedy with respect to any dissatisfaction with (i) our services, (ii) any provision of this Agreement, and, (iii) any of our policies or practices in operating the Website, or (iv) any content used through the Website, is to terminate your account or discontinue use of the Website. Indemnification Member agrees to indemnify, defend, and hold the Company, its affiliated companies, contractors, employees, agents and its third-party partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Website, any violation by you of this Agreement, or any breach of the representations, warranties, and covenants made by you herein. We reserve the right, at Members expense, to assume the exclusive defense and control of any matter for which Member is required to indemnify us, and Member agrees to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. Disclaimers a. No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADOPTAGUY, INC., AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. WE CANNOT IN ANY WAY GUARANTEE THAT OTHER MEMBERS WILL NOT ENGAGE IN IMPROPER COMMUNICATIONS OR OTHERWISE VIOLATE MEMBERS RIGHTS. FURTHERMORE, WE CANNOT IN ANY WAY GUARANTEE THAT YOU WILL FIND A SUITABLE PARTNER OR WORTHWHILE RELATIONSHIP THROUGH PARTICIPATION IN OUR SERVICES OR WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEGE THAT THIS DISCLAIMER INCLUDES THE COMPANYS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS. b. As is and As available and With All Faults. YOU EXPRESSLY AGREE THAT THE USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE, OUR SERVICES, AND ANY INFORMATION, THIRD-PARTY WEBSITES, USER MATERIAL, COMMERCIAL CONTENT, OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. c. Our Services: Operation and Content. THE COMPANY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, MEMBER PROFILES, COMMERCIAL CONTENT, ADOPTAGUY APPLICATION, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE ADOPTAGUY WEBSITE OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. d. Accuracy THE COMPANY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF OUR SERVICES, THE RESOLUTION OR APPEARANCE OF CONTENT, OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. e. Safety Considerations YOU UNDERSTAND AND AGREE THAT ANY COMMUNICATIONS, SHARING OF CONTACT INFORMATION WITH OTHER MEMBERS, AND IN PERSON MEETINGS ARE SOLELY AT MEMBERS OWN RISK, AND ADOPTAGUY CANNOT IN ANY WAY BE RESPONSIBLE FOR MEMBERS INTERACTION WITH OTHER MEMBERS OR YOUR SAFETY. ADOPTAGUY DOES NOT AND CANNOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS, AND YOU MUST RELY UPON YOUR OWN COMMON SENSE IN CHOOSING TO INTERACT WITH ANY MEMBER. WHILE ADOPTAGUY POSTS SAFETY TIPS AS RECOMMENDATIONS, YOU AGREE NOT TO RELY SOLELY ON THESE SAFETY TIPS WHEN MEETING OR COMMUNICATING WITH OTHER MEMBERS. Limitation of Liability and Damages a. Limitation of Liability UNDER NO CIRCUMSTANCES WILL ADOPTAGUY, INC. OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD-PARTY PARTNERS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE OR LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM MEMBERS USE OR INABILITY TO USE THE WEBSITE, OR ANY OTHER INTERACTIONS WITH ADOPTAGUY, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANYS LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. b. Limitation of Damages IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO MEMBER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR MEMBERS USE OF OUR SERVICES OR WEBSITE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY MEMBER, IF ANY, TO ADOPTAGUY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. MEMBER ACKNOWLEDGES THAT IF NO FEES ARE PAID TO THE COMPANY, MEMBER SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION. c. Release for disputes between users If Member has a dispute with one or more Members of the Website, Member releases us (and the Company's officers, directors, agents, subsidiaries, partners and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If located in California, Member waives California Civil Code Section 1542, which states: "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." d. Third Party Sites THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY MEMBER BY REASON OF ANY CONTENT THROUGH ANY THIRD PARTY SITES. e. Basis of the Bargain. MEMBER ACKNOWLEDGES AND AGREES THAT THE COMPANY HAS OFFERED ITS WEBSITE AND SERVICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN MEMBER AND THE COMPANY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN MEMBER AND THE COMPANY. WE WOULD NOT BE ABLE TO PROVIDE THE ADOPTAGUY SERVICES TO MEMBER ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. f. Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF MEMBER RESIDES IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO MEMBER, AND MEMBER MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF USE APPLY TO MEMBER AND ITS USERS TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE MEMBER IS LOCATED. Miscellaneous a. Notice. We may provide you with notices, including those regarding changes to the Website's terms and conditions, by email, regular mail or postings on the Website. Notice will be deemed given twenty-four hours after the email is sent, unless we are notified that the email address is invalid. Notice posted on the Website is deemed given 30 days following the initial posting. b. Waiver. The failure of the Company to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by us. c. Governing Law; Jurisdiction This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. The parties agree that the federal and state courts residing in Santa Clara County, California will have exclusive jurisdiction over these Terms. d. Severability If any provision of the terms of this Agreement is held to be unlawful, void, or for any reason unenforceable, that provision will be limited or eliminated from the Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions. e. Assignment This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. Any assignment attempted to be made in violation of this Agreement shall be void. f. Survival Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration. g. Entire Agreement This Agreement and any order form or subscription between Member and the Company relating to the subject matter herein are the entire agreements between the parties and will not be modified except in writing with our consent or by a change to these terms or policies made by us as set forth herein. h. No Agency No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. i. Disclosures The services are offered by AdoptAGuy, Inc. Please email us with any questions or concerns via our Website, AdoptAGuy.com. j. Members Acceptance by Electronic Signature Member hereby agrees to the use of electronic communication in order to use the website or other services of the Company, and to the electronic delivery of notices, policies and records of transactions initiated or completed through our website. Furthermore, Member hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE AUTHORITY TO ACCEPT THE TERMS OF THIS POLICY AND RELEASE AND THAT YOU HAVE READ THIS POLICY AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO USE OUR SERVICES AND THE WEBSITE, YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN.

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