UrBzNET User Agreement

This User 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 user of UrBzNET's online marketplace and directory 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 user of the Service. In order to become a user, 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 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.

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. This Agreement may be modified by UrBzNET from time to time, and those modifications will be effective upon posting by UrBzNET on the Site. By accessing the Site, 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, 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.

Section 3. Services. The Service is an online marketplace and directory that provides technology, and support where businesses displays personal information to be accessed by users of the Site, and other services offered to members from time to time. UrBzNET agrees to provide you access to use 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 user for any or no reason. If applicable, 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. 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 your 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 use of the Service includes removal of access to 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 access to the Service. All decisions regarding the termination of accounts shall be made in the sole discretion of UrBzNET.

Section 6. User 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, users or members 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 users or members with whom you may interact in the course of using the Service. Additionally, UrBzNET cannot guarantee the authenticity of any data which users or Members 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. 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:

12.1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

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

12.3. A description of where the material that you claim is infringing is located on the site;

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

12.5. A 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;

12.6. A 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) 325-9991
By fax: (952) 226-1790
By email: CopyrightAgent@UrBzNET.com

Section 13. 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 14. 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 15. 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 16. 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; (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.

Section 17. 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 18. Miscellaneous.

18.1. 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.

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

18.3. Arbitration. Any legal controversy or legal claim arising out of or relating to this Agreement, 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.

18.4. 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.

18.5. 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.

18.6. 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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