UrBzNET Member Agreement

This Member Agreement ("Agreement") is made between UrBzNET, LLC, a Minnesota limited liability corporation ("UrBzNET") and any person (collectively "you", "your" or "I") who wishes to be a paid member of UrBzNET's business network and online   marketplace and business director services (the "Service") provided through UrBzNET's website located at the URL http://www.UrBzNET.com (the "Site").

This Agreement describes the terms on which you may be a member of the Service. In order to become a member, you must consent to all of the terms and conditions of this agreement. In the event of any inconsistency between the UrBzNET Privacy Policy and this Agreement, the terms of this Agreement shall control. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this Agreement, you may not use nor access the Service.

BY CLICKING THE ACCEPTANCE BUTTON, PAYING YOUR INITIAL OR ANY PERIODIC MEMBERSHIP FEE, AND/OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT AND WILL NOT BECOME A MEMBER OF THE SERVICE.

Section 1. Acceptance and Terms of Agreement.

1.1. Electronic Agreement. This Agreement is a contract that sets out the legally binding terms of your use of the Site and your membership to the Service. This Agreement may be modified by UrBzNET from time to time, which modifications will be effective upon posting by UrBzNET on the Site. By accessing the Site or becoming a member, you accept this Agreement and agree to be bound by the terms, conditions and notices contained or referenced herein.

1.2. Electronic Form. By accessing the Site or becoming a member, you consent to have this Agreement provided to you in electronic form.

Section 2. Term. This Agreement will remain in full force and effect while you use the Site as a member. You may terminate your membership at any time, for any reason, by following the instructions in Section 13. Cancellation; Refund Policy of this Agreement. If you terminate your membership, your membership will remain active until the end of your then-current membership period (that is, the membership period through which you had paid prior to your termination).

Section 3. Services. The Service is a business network community that provides a network community environment, internet website access, technology, and support that allows you to display personal information to be accessed by users of the Service, and other services offered to members from time to time. UrBzNET agrees to provide you access to be a member of the Service during the term of this Agreement.

Section 4. Use of Service. Your use of the Service is governed by this Agreement. UrBzNET may refuse service without prior notice to any member for any or no reason. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify UrBzNET of any unauthorized use of your password or account or any other breach of security. UrBzNET cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Section 5. Termination. You agree that UrBzNET may, with or without cause, immediately terminate your UrBzNET account and access to the Service without prior notice at any time and for any reason or no reason, at UrBzNET's sole discretion. Without limiting the foregoing, the following may lead to a termination by UrBzNET of a member's use of the Service (a) any requests by law enforcement or other government agencies, (b) breaches or violations of this Agreement or other incorporated agreements or policies, (c) extended periods of inactivity, and/or (d) unexpected technical issues or problems. Termination of your UrBzNET account includes removal of access to all offerings within the Service and may also bar you from further use of the Service. Furthermore, you agree that all terminations shall be made in UrBzNET's sole discretion and that UrBzNET shall not be liable to you nor any third-party for any termination of your account or access to the Service. If UrBzNET terminates your membership in the Service because you have breached this Agreement, you will not be entitled to any refund of unused membership fees. All decisions regarding the termination of accounts shall be made in the sole discretion of UrBzNET.

Section 6. Member Conduct. You understand and agree NOT TO use UrBzNET to:

6.1. Post content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.

6.2. Use the Service for any illegal purpose, including but not limited to conspiring to violate laws.

6.3. Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.

6.4. Upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

6.5. Upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.

6.6. Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

6.7. Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Site or any computer software or hardware or telecommunications equipment.

6.8. Stalk or harass anyone.

6.9. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Service.

6.10. Post content in fields that aren't intended for that content (e.g. putting an address in a name or title field).

6.11. Interfere with or disrupt the Site or the Service, or servers or networks connected to the Site or the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.

Section 7. International Use; Compliance with Applicable Laws. Recognizing the global nature of the Internet, you agree to comply with all applicable international, national, state and local laws and regulations including but not limited to laws and regulations regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Section 8. Information Provided on this Site. In the course of using the Service, members or users may provide information about themselves which may be visible to certain other users. You understand that by posting materials on the Site or otherwise providing materials to UrBzNET, you are granting to UrBzNET a royalty-free, perpetual, irrevocable license to use this information in the course of offering the Service. Furthermore, you understand that UrBzNET retains the right to reformat, excerpt, or translate any materials submitted by you. You understand that all information publicly posted or privately transmitted through the Service is the sole responsibility of the person from which such content originated and that UrBzNET will not be liable for any errors, misrepresentations, or omissions in any content. You understand that UrBzNET cannot guarantee the identity of any other members or users with whom you may interact in the course of using the Service. Additionally, UrBzNET cannot guarantee the authenticity of any data which Members or users may provide about themselves or relationships they may describe.

Section 9. Access to Service. Use of manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the Site is strictly prohibited. You agree NOT TO monitor or copy, or allow others to monitor or copy, UrBzNET's Site or the content included herein. You also agree not to "frame" or otherwise simulate the appearance or function of the Site. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on UrBzNET's infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.

Section 10. UrBzNET Communications. In the course of providing you services, UrBzNET may need to communicate with you via email. You agree to receive emails which are specific to your account and necessary for the normal functioning of the Service. You also agree to have your name and/or email address listed in the header of certain communications which you initiate through the Service.

Section 11. Monitoring and Enforcement. While UrBzNET has the right to monitor activity and content associated with the Service, UrBzNET is not obligated to do so. And since UrBzNET does not, and may not have the ability to, control or actively monitor content, UrBzNET does not guarantee the accuracy, integrity or quality of such content. Because community standards vary and individuals sometimes choose not to comply with UrBzNET's policies and practices, in the process of using the Site, you may be exposed to content that you find offensive or objectionable. You can contact UrBzNET's customer service to let us know of content that you find objectionable. UrBzNET may investigate the complaints and violations of its policies that come to its attention and may take any action that UrBzNET believes is appropriate, including, but not limited to, issuing warnings, removing the content or terminating accounts and/or membership. However, because situations and interpretations vary, UrBzNET also reserves the right not to take any action. Under no circumstances will UrBzNET be liable in any way for any content, including, but not limited to, any errors, misrepresentation, or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the Site.

Section 12. Membership; Charges on Your Billing Account.

12.1. General. UrBzNET bills you through an online account (your "Billing Account") for use of the Service. You agree to pay UrBzNET all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize UrBzNET to charge your chosen payment provider (your "Payment Method") for the Service. You agree to make payment using that selected Payment Method. UrBzNET reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

12.2. Recurring Billing. Most membership plans to the Service consist of an initial period, for which there is a one time charge, followed by recurring period charges as agreed to by you. By entering into this Agreement, you acknowledge that your membership has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. UrBzNET MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (CONFIRMED IN WRITING UPON REQUEST BY UrBzNET) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE UrBzNET REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.

12.3. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY UrBzNET IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR MEMBER LOGIN NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE UrBzNET ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT UrBzNET MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR MEMBERSHIP FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY UrBzNET).

12.4. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method (the "Payment Method Provider"). If UrBzNET does not receive payment from your Payment Method Provider, you agree to pay all amounts due on your Billing Account upon demand.

12.5. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and UrBzNET shall provide, notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. Any agreement you have with your Payment Method Provider will govern your use of your Payment Method. You agree that UrBzNET may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

12.6. Auto-Renewal. Your UrBzNET membership will be automatically extended for successive renewal periods of the same duration as the membership term originally selected, at the then-current non-promotional membership rate. To change or terminate your membership at any time, go to Account Settings. If you terminate your membership, you may use your membership until the end of your then-current membership term; your membership will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the membership fee paid for the then-current membership period.

12.7. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that UrBzNET is authorized to charge your Payment Method. UrBzNET may submit those charges for payment and you will be responsible for such charges. This does not waive UrBzNET's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially became a member of the Service.

12.8. Failed Payments. In the event you fail to make any membership payments or your Payment Method Provider rejects your request for electronic payment, UrBzNET reserves the right to terminate your membership and suspend, retain or delay any Rebates to which you may otherwise be entitled under the UrBzNET referral policy.

12.9. Free Trials and Other Promotions. Any free trial or other promotion that provides member-level access to the Service must be used within the specified time of the trial. You must cancel your membership before the end of the trial period in order to avoid being charged a membership fee. If you cancel prior to the end of the trial period and are inadvertently charged for a membership, please contact customer service to have the charges reversed.

Section 13. Cancellation; Refund Policy. If you wish to cancel your membership, you may cancel by delivering or mailing a written notice to UrBzNET. The notice must say "that you no longer wish to be bound by this agreement" and must be delivered or mailed before midnight of the THIRD business day after you agree to the terms of this agreement. The notice must be delivered or mailed to:

UrBzNET, LLC
Attn: Refunds
6831 Bridle Path
Prior Lake, MN  55372

If you cancel your membership within the periods stated above, UrBzNET will return, within ten days of the date on which you give notice of cancellation, any payments you have made. All other refunds will be determined by UrBzNET on a member by member basis.

Section 14. Copyrights and Copyright Agents. UrBzNET respects the intellectual property of others, and UrBzNET asks its members and users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide UrBzNET's Copyright Agent the following information:

14.1. Electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

14.2. description of the copyrighted work or other intellectual property that you claim has been infringed, including, if applicable, a copyright registration or application number;

14.3. Description of where the material that you claim is infringing is located on the site;

14.4. Your contact information- address, telephone number, and email address;

14.5. Statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

14.6. Statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

The Company's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:
UrBzNET, LLC
Attn: Designated Copyright Agent
6831 Bridle Path
Prior Lake, MN  55372

By phone: (612) 325-5991
By fax:      (952) 226-1790
By email: copyrightagent@UrBzNET.com

Section 15. Indemnification. By agreeing to the terms of this Agreement, you agree to indemnify and otherwise hold harmless UrBzNET, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages, including reasonable costs and attorney's fees, resulting from: i) your use of the Service; ii) unauthorized access to or alteration of your communications with or through the Service; or iii) any other matter relating to the Service. Any business transactions which may arise between members or between members and users from their use of the Service are the sole responsibility of the members and users involved.

Section 16. Disclosure of Private Information. Without limitation of the terms and conditions set forth in UrBzNET's Privacy Policy, you understand and agree that UrBzNET may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this Agreement, or protect the rights, property, or safety of UrBzNET, its members, users, and the public.

Section 17. Disclaimer of Warranties. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT UrBzNET DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY INFORMATION OR COMMUNICATIONS BETWEEN MEMBERS OR USERS. UrBzNET ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN MEMBERS OR USERS. UrBzNET EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

UrBzNET MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR COMPUTER SYSTEM, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UrBzNET OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Section 18. Referral Program.

18.1. Program. As a member of the Service, you are eligible to participate in UrBzNET's referral program (the "Program"). You become a referrer of UrBzNET when a business you refer enters your Member Referral ID ( as the referrer) when they register on the Site at 'Add Your Business' (above) to become a member ("Referrals"). For each Referral, you will receive a referral rebate in accordance with the terms of the UrBzNET referral policy posted on this site.

18.2. Referred Members. You agree to be held responsible for the conduct of all your Referrals. In the event that a member referred by you breaches this Agreement or the UrBzNET User Agreement, UrBzNET reserves the right to terminate the membership of both you and the referred member.

18.3. Modifications To The Program. UrBzNET reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. Such modification or discontinuation will become effective immediately upon posting such modification or discontinuation on the Site. You agree that UrBzNET shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Program.

Section 19. Representations and Warranties. You represent and warrant to UrBzNET that: (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement, or that you are between 14 and 17 years of age and have the consent of your parent or legal guardian to enter into this Agreement; (b) you shall comply with all terms and conditions of this Agreement; and (c) you will comply with all applicable laws, rules and regulations in connection with the Service and your participation in the Program.

Section 20. Independent Parties. The parties to this Agreement are independent parties and nothing herein shall be construed as creating an employment relationship between the parties. Neither party is an agent or representative of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability, or to otherwise bind, the other party. The Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

Section 21. Miscellaneous.

21.1. Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire understanding and agreement with respect to its subject matter, and supersedes any and all prior or contemporaneous representations, understandings and agreements whether oral or written between the parties relating to the subject matter of this Agreement, all of which are merged in this Agreement.

21.2. Law. This Agreement shall be governed by the laws of the State of Minnesota without giving effect to conflict of laws principles thereof.

21.3. Arbitration. Any legal controversy or legal claim arising out of or relating to this Agreement or the Program, excluding legal action taken by UrBzNET to collect its fees and/or recover damages for, or obtain an injunction relating to, the Site operations, intellectual property, and services, shall be settled by binding arbitration conducted by and in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim must be arbitrated on an individual basis, and may not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration must be conducted in Minneapolis, Minnesota, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or UrBzNET may seek any interim or preliminary relief from a court of competent jurisdiction in Minneapolis, Minnesota necessary to protect the rights or property of you or UrBzNET pending the completion of arbitration.

21.4. Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by UrBzNET shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

21.5. Severability of Provisions. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, unless due to such invalidity, either party is denied a material benefit which would have accrued had the provision not been found invalid.

21.6. Assignment. This Agreement and the rights and obligations hereunder may not, whether voluntarily or involuntarily, directly or indirectly, be assigned, sublicensed, sold or otherwise transferred by you, including, without limitation, to any successor-in-interest to any of your assets, without the prior written consent of UrBzNET, which consent shall be given or not in UrBzNET's sole discretion. Any assignment in violation of the terms hereof shall be void and of no force or effect.

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