Terms of Use

1. INTRODUCTION

Welcome to townbright.com, provided to you by townbright, Inc a Delaware corporation. Townbright, Inc is sometimes referred to herein as “we”, “us”, “our” or “Townbright.” Townbright, together with its parents, subsidiaries and affiliates and their respective stockholders, members, directors, officers, employees, agents, advisors, clients, vendors, partners and licensors are collectively referred to herein as the “Townbright Parties” and individually as a “Townbright Party.”  You (the individual user) are referred to herein as “you,” or “your.” The portion of the Service that is dedicated to members of a particular town or group is referred to herein as the “Group Site.” Anyone we have granted team status is referred to herein as a “team member.”

2. ACCEPTANCE OF TERMS

By using our Service (as defined in Section 3 below), you accept and agree to be bound by the terms of use set forth below (“Terms”) without modification by you. These Terms may be amended by us from time to time in our sole discretion. If we change the Terms (a “Change in Terms”), we will note the Change in Terms on the home page of the Service, but we will not send out an individual notice to you of the Change in Terms by email or other means. You may view the current Terms at any time at the following link: Terms of Use [http://townbright.com/terms-of-use]. By continuing to use the Service after any Change in Terms, you accept and agree to the Terms as modified by the Change in Terms. If any time you are no longer willing to agree to the Terms, or are unwilling to agree to a Change in Terms, you may stop using the Service, and will be subject to the Terms from that point forward only so far as they affect your use of the Service prior to such termination. Any reference herein to the “Terms” refers to the Terms as modified by all Changes in Terms through the date on which the Terms are referenced.

These Terms are the entire agreement between Townbright and you regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral between us and you. The Townbright Parties are not responsible for and have no liability to you regarding the service. Specifically. To use the legal terminology, the Townbright Parties are intended third party beneficiaries of this Agreement with respect to any provisions that protect them.

3. DESCRIPTION OF SERVICE

We provide an integrated suite of tools (each a “Tool”) that allow Internet users who are members of a group to communicate with each other via public or private emails or discussion groups; share, organize and store information about the Group or the common interest reflected in the Group; send and calendar invitations to related events; buy, sell or borrow related items using classified ads; make payments to, or receive payments from the Group or other users; and communicate with other clubs sharing the same interest in different parts of the country. We also provide Group Moderators with the ability to process applications; accept dues payments; communicate with members; create reports; monitor emails for compliance with Group rules and values; and to manage the online presence and activities of the Group in one place. All of the Tools (including their associated hardware, software, design and functionality) are collectively referred to herein as the “Service.” You understand that we do not commit to you to provide any of the Tools to you and may change the nature of such Tools or cease providing any or all of them at any time for any Group Site or across all Group Sites for any reason. Unless otherwise stated in the Terms, any new Tools that are added to the Service will be subject to all of the Terms.

You understand that the Service may include advertisements provided by us or a different third party (“Advertisements”); and except as may be otherwise provided by the express terms and conditions of the Group Contract: (i) all of the revenue from these Advertisements will belong to us and/or the third party; (ii) these Advertisements are necessary for us to provide the Service to you and (iii) you will not receive any share of the revenue from these Advertisements.

You understand that we provide the basic Tools that are part of the Service. The Group and its members and moderators have the right, but not the obligation, to provide and/or regulate the information, including, without limitation, any data, text, music, sound, photographs, graphics, video, links or other materials that are posted to or sent through the Service or the Group Site (“Content”). We take no responsibility for providing or moderating any Content for the Group Site or moderating your conduct or the conduct of other users or Group members or the actions of Group Moderators. The Group reserves the right to delete or modify the Content you post at any time, at its discretion without any liability to you.

You understand that you are responsible for obtaining physical and virtual access to the Service; that such access may include paying third-party fees to a service provider, such as a telephone, cable, and/or Internet service provider; that such access may also entail obtaining equipment necessary to access the Service; and that you are responsible for paying all third-party fees and the costs and fees for all such equipment.

You understand that your access to the Group Site is entirely at the discretion of Group Moderators, and may be restricted or terminated at any time by Group Moderators in their sole discretion and without liability to you. Any dispute you have with Group Moderators shall be resolved directly with the Group Moderators and shall not be appealable to us. Additionally, you understand that as we are the owner and provider of the Service, your access to the Service (the restriction of which could preclude your access to the Group Site) is ultimately at our discretion, and that we may terminate your access to the Service for violation of any of the Terms at any time in our sole discretion.

4. PASSWORDS AND SECURITY

When you establish an account on Townbright, you will select a password for future use of the Service. Your account will only be usable with your password. You are fully responsible for maintaining the confidentiality of your password and for all activities that occur under your account or password.   This means that if you tell another person your password and that person uses your account, you are responsible for their actions on the Service or the Group Site even if you did not know or approve of those actions. Similarly, if you store your password carelessly and another person discovers your password and uses your account, you are responsible for their actions on the Service and the Group Site even if you did not know or approve of those actions. Please ensure that you (1) store your password carefully, (2) notify us immediately if you believe your password has been used without your authorization and (3) ensure that you log off of the Service at the end of each session of use. Neither we nor the Group are responsible for any loss or damage from your failure to protect your password or from your otherwise permitting others to access your account, including any decision by the Group or the Group Moderators to suspend or terminate your Group membership or to restrict or terminate your access to the Group Site.

5. PRIVACY

Our privacy policy is located at [insert URL] (“Privacy Policy”). Any Content you submit using the Service or any Tool provided by the Service, including Content you submit to the Group Site, the Group Moderators, or other Group members through the Service is subject to our Privacy Policy, which is subject to change from time to time in our sole discretion.  Additionally, your registration information used to establish your account on the Service is subject to our Privacy Policy. You understand that by using the Service or the Group Site, you are agreeing to our Privacy Policy and consenting to the collection, use, storage and transfer of this Content and your registration information by Townbright under the terms of our Privacy Policy as then in effect.  You will note that under the terms of the Privacy Policy, your information may be provided to the Group.  [The Group may, in its discretion, have its own privacy policy which may be made available to you through the Group Site.

6. YOUR CONDUCT

You are provided with a limited, non-exclusive, non-transferable, non-assignable revocable authorization to view, download and reproduce the Content on one device at a time only for your internal purposes and solely in conjunction with your use of a Group Site, provided that you (i) do not modify any Posted Content (other than your own, where permitted by the applicable Tool), (ii) keep intact all copyright, trademark, and other proprietary notices, and (iii) accept any and all terms, conditions, and notices accompanying the Content or otherwise set forth in the Service.

You agree that you are responsible for all Content that you, or any person to whom you have revealed your password or otherwise given access to your account, upload, transmit, email, publish or make available (collectively, “Post”) through or to the Service or the Group Site, regardless of whether you originally created such Content. This means that you, and not Townbright or any Townbright Party will be liable for all of the consequences of Posting such Content to the Group Site.

While using the Service and accessing the Group Site, you agree and warrant to us that you are at least 13 years of age and a resident of the United States or Canada, you have all requisite power and authority to enter into, execute, deliver, and perform your obligations under these Terms, you are authorized to provide any Content you submit to the Service, all Content you Post will be true, correct and complete to the best of your knowledge, and at all times your conduct will comply with all applicable federal, state, provincial and local laws, not be disruptive to the Group or other users, and be reasonably related to the common interest of the Group. Without limiting the foregoing, you agree and represent and warrant to us and the Group that you or any person under your direction or control will not Post any Content that:

  • is defamatory toward, or violates the rights of publicity or privacy of any person or entity, including (without limitation) the Group and its members;
  • is threatening, tortious or abusive toward any person or entity, or that could be construed as stalking or harassment under applicable laws or as a hate crime or speech or objectionable to a reasonable person, a Group Moderator or Townbright on grounds of race, religion, gender, ethnicity, national origin, sexual preference or otherwise;
  • infringes upon the intellectual property rights of any person or entity;
  • contains nudity, is obscene, indecent, pornographic, exploitative of another person in a sexual or violent manner, or that harms or could harm minors in any way;
  • promotes or encourages other users to engage in illegal or violent behavior or promotes injury (whether physical or otherwise) to another person or entity, including the promotion of violent activities against the United States or Canada, any state, province, territory or locality or any governmental body or agency thereof;
  • violates federal, provincial or state securities laws or the regulations of any national, regional or local stock exchange that have the force of law, including, without limitation, any Content that could be construed as “insider information” under such laws;
  • contains any software virus, Trojan horse, worm, time bomb, disabling device, automatic restraint, or similar program or device designed to interrupt, destroy or limit our or another user’s software, hardware, telecommunications equipment, network or data;
  • contains in whole or in part any advertising, promotional materials or other form of solicitation, including any unsolicited email, pyramid scheme, chain letter, disruptive message or other form of ‘spam’, except for certain types of advertisements permitted in parts of the Group Site that are designed for such purpose and clearly identified as such (e.g., classified ads are permitted to be sent via the classified ad Tool); and/or
  • is prohibited by the Posting Guidelines.

You further agree and represent and warrant to us that you or any person under your direction or control:

  • will not remove any notices of intellectual property rights from Content that you Post, or that is available on the Service;
  • will not attempt to alter or obscure any Advertisements on the Service;
  • will not download any Content posted or linked to the Service by a Group member if you know or reasonably should know that such Content cannot be legally distributed in that manner (for example, illegal music or video downloads);
  •  will not impersonate another person using the Service, falsify or remove any author attributions, or represent yourself on the Service to be an agent of an entity that you are not legally and contractually authorized to represent (including, without limitation Townbright or any affiliate of Townbright);
  •  will not restrict or prevent any other user from using the Service, unless you are a Group Moderator, in which case your acts and omissions are governed by the Group Contract and not this one;;
  •  will not create or attempt to create user accounts or attempt to retrieve, index or store Content Posted by any other user(s) using any robot, spider, search and retrieval application or other automated device;
  •  will not collect or store personal information about other users without their permission, in violation of the Privacy Policy of the Service, or in violation of laws restricting the use of such data;
  •  will not disassemble, decompile, copy, modify or reverse engineer any Tool or allow or instruct anyone else to do so;
  •  will not take any action that would impose an unreasonably large load on the Service or our servers;
  •  will not encourage others to violate these Terms;
  •  will not reproduce, duplicate, copy, sell, trade or commercially exploit any part of the Service, the Group Site or the Content, including any use of, or access to the Service;
  •  will not frame or link to the Service without our prior written consent; and/or
  •  will not use the Content or the Group Site to create competing or derivative works. For purposes of clarification, this clause shall not be construed to (A) prevent a Group from charging dues for Group membership or from restricting access to the Group Site to dues-paying members of the Group); or (B) prevent a Group from linking from another web property maintained by the Group to an immaterial portion of the Content on the Group Site for purposes of promoting or explaining the benefits of membership in the Group.

We reserve the right to remove any Posted Content from the Service, without explanation, which we determine to violate the restrictions set forth above. We have no obligation to remove such Content, however, and you agree that any decision whether or not to remove such Content will be at our sole discretion.

7. CREDIT CARD PAYMENTS

We may provide a Tool to your Group that allows you to pay your membership dues for the Group through the Service. We may also provide a related Tool that allows you to pay fees corresponding to individual products, services or events through the Service (“e-commerce Tool”). By using the e-commerce Tool, you authorize us to collect your credit card information through a third-party credit card processing company (“Processor”), you authorize the Processor to store such information indefinitely in a secure environment, and you authorize us to bill your credit card through the Processor for the fees you authorize when using the e-commerce Tool. Please note that we, as well as the issuer of your credit card and the Processor, may charge fees against the amount sent through the e-commerce Tool, to process these charges.

Except with respect to unauthorized charges to your credit card that are processed through the e-commerce Tool, any dispute that you have with respect to any products, services or events for which you have authorized charges to be processed using the e-commerce Tool must be resolved between you and either the Group, the sponsors of the products, services or events or the issuer of your credit card, and any refunds must be issued by the Group or such sponsors. For example, if you authorize the Group  to charge fees to your credit card for admission to an event that does not occur, any refund must be issued by the sponsor of the event. Likewise, any dispute between you and the Group regarding your membership dues must be resolved between you and either the Group or the issuer of your credit card and any refund issued by the Group. For example, if a Group suspends your membership for any reason or you move out of the area in which your Group operates, any refunds of your membership dues that were processed through the e-commerce Tool must be issued by the Group. To be clear, we will not intervene in any dispute between you and any recipient of funds authorized by you to be sent through the e-commerce Tool and we shall have no liability for, or involvement with any determination by the recipient of such funds not to refund them to you.

8. OWNERSHIP RIGHTS TO CONTENT

Each time that you Post Content to the Service, you grant to us, our affiliates and the Group a perpetual, irrevocable, worldwide, non-exclusive, fully sub-licensable (through multiple tiers), fully transferable and assignable, royalty-free license to download, store, reproduce, transmit, distribute, publicly display, perform, modify, create derivative works from and otherwise freely use such Content on the Group Site (or any successor site) consistent with these Terms.

Additionally, each time that you Post Content to the Service, you grant to us, our affiliates and the Group a perpetual, irrevocable, worldwide, non-exclusive, fully sub-licensable (through multiple tiers), fully transferable and assignable, royalty-free license to download, store, reproduce, transmit, distribute, publicly display, perform, modify, create derivative works from and otherwise freely use the non-personally identifiable portion of such Content on web properties owned or operated by us or our affiliates other than the Group Site (including on web properties that are not part of the Service). This means that if you Post Content consisting of an evaluation of a given product or service on the Group Site, we may reprint the evaluation elsewhere on the Service or on another service we provide, after removing all of your personally identifiable Content from such evaluation.

Notwithstanding the foregoing, you continue to own and have the right to sell, encumber, transfer and/or grant additional licenses to your Content to any other person or entity, provided that such actions do not otherwise conflict with or infringe upon the rights you have granted to us above or otherwise conflict with these Terms.

9. OWNERSHIP RIGHTS TO THE SERVICE, TRADEMARKS AND ADVERTISEMENTS

The Service and the features and functionality of the Service (including but not limited to any documents, graphic images and any software used in connection with the Service, but excluding the Content) and the Advertisements are the property of Townbright and/or another Townbright Party and are protected by applicable copyright, patent, trademark or other intellectual property law and Townbright and/or the Townbright Parties expressly reserve all of their respective rights therein. Without limiting the foregoing, the Townbright Logo and Townbright trademarks and service marks are trademarks of Townbright or another Townbright Party. Without the prior written permission of Townbright, you agree not to display or use in any manner any of these marks.

10. DISCLAIMERS; LIMITATION OF LIABILITY

BY USING THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

  • YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.  WE PROVIDE THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MAKE NO WARRANTIES TO YOU WHATSOEVER ABOUT ANY PART OF THE SERVICE, THE GROUP SITE OR THE CONTENT.
  • WE EXPRESSLY DISCLAIM ON BEHALF OF OURSELVES AND THE TOWNBRIGHT PARTIES, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS. WITHOUT LIMITING THE PRECEDING STATEMENT, WE ALSO DISCLAIM ON BEHALF OF OURSELVES AND THE TOWNBRIGHT PARTIES ANY WARRANTY THAT:
  •  THE SERVICE, AND YOUR USE OF THE SERVICE, WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT ANY ERRORS WE DISCOVER OR THAT WE ARE ADVISED OF WILL BE CORRECTED;
  •  THE TOOLS THAT ARE AVAILABLE AT ANY TIME THROUGH THE SERVICE WILL CONTINUE TO BE AVAILABLE IN THE FUTURE EITHER IN THE SAME FORM AS THEY WERE AVAILABLE IN THE PAST OR AT ALL;
  • YOU WILL BE PERMITTED BY TOWNBRIGHT OR THE GROUP MODERATOR(S) TO CONTINUE USING THE SERVICE OR THE GROUP SITE;
  • THE CONTENT (INCLUDING ANY ADVICE CONTAINED THEREIN) WILL BE RELIABLE OR ERROR-FREE;
  • WE WILL NOT DELETE OR FAIL TO STORE ANY CONTENT POSTED BY YOU, YOUR GROUP OR ANOTHER MEMBER OF YOUR GROUP;
  • ANY PRODUCT OR SERVICE YOU PURCHASE IN RELIANCE ON THE CONTENT (INCLUDING ANY MEMBERSHIP IN THE GROUP) WILL BE SATISFACTORY TO YOU; OR
  • THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT CONTENT THAT YOU DOWNLOAD FROM THE SERVICE WILL NOT INTERRUPT, DESTROY OR LIMIT YOUR SOFTWARE, HARDWARE, TELECOMMUNICATIONS EQUIPMENT, NETWORK OR DATA.
  • NO TOWNBRIGHT PARTY SHALL BE LIABLE TO YOU FOR ANY DELAY, FAILURE IN PERFORMANCE OR INTERRUPTION OF SERVICE RESULTING DIRECTLY OR INDIRECTLY FROM THE ELEMENTS, ACTS OF GOD, ACTS OF CIVIL OR MILITARY AUTHORITIES, CIVIL DISTURBANCES, ARMED HOSTILITIES, ACTS OF TERRORISM, INTERNET DISRUPTIONS, STRIKES OR OTHER LABOR DISPUTES, SHORTAGES OF MATERIALS, FIRES, TRANSPORTATION CONTINGENCIES, ORDERS OF COURTS OR GOVERNMENTAL AGENCIES, FAILURE OF THIRD PARTIES TO PERFORM THEIR OBLIGATIONS, OTHER CATASTROPHES OR ANY OTHER OCCURRENCES THAT ARE BEYOND TOWNBRIGHT’S REASONABLE CONTROL.
  • REGARDLESS OF THE CIRCUMSTANCES, NO TOWNBRIGHT PARTY SHALL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES, INCLUDING LOSS OF PROFITS OR GOODWILL, THE COST OF PROCURING SUBSITITUTE GOODS AND SERVICES OR OTHER INTANGIBLE HARM, ARISING OUT OF OR RELATING TO THE SERVICE OR ANY RELATED MATTER.  THE FOREGOING SHALL BE EFFECTIVE REGARDLESS OF THE NATURE OF THE CLAIM OR POTENTIAL CLAIM AGAINST THE TOWNBRIGHT PARTY OR YOU AND ANY THIRD PARTY, AND EVEN IF THE TOWNBRIGHT PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
  • WITHOUT LIMITING IN ANY WAY AND IN ADDITION TO THE FOREGOING PROVISIONS, AND NOTWITHSTANDING ANY CONTRARY PROVISION OF THESE TERMS, AND REGARDLESS OF THE NATURE OF THE CLAIM THAT YOU OR ANY THIRD PARTY WERE TO BRING, THE TOTAL AMOUNT OF DAMAGES FOR WHICH ALL OF THE TOWNBRIGHT PARTIES WHETHER INDIVIDUALLY OR JOINTLY WOULD BE LIABLE TO YOU ARISING OUT OF OR RELATING TO THE SERVICE OR ANY RELATED MATTER, SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00) IN THE AGGREGATE, EVEN IF YOU WERE TO ADVISE US OR ANOTHER TOWNBRIGHT PARTY IN ADVANCE OF THE POSSIBILITY OF GREATER DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE FOREGOING PROVISIONS MAY NOT APPLY TO YOU.

11. THIRD PARTY LINKS

We may provide, and Group members and Group Moderators may also provide, links to other web properties through theService. Neither we nor the Group endorse any such web properties. You acknowledge and agree that because we nor the Group have any control over such web properties, neither we nor the Group are responsible or liable for the availability or content of such web properties, even if we or the Group have been made aware that such web properties are unavailable or that the content of such web properties is harmful, nor are we or the Group responsible for any damage that is incurred by any person as a result of using such web properties or relying upon the content posted thereon.

12. INDEMNIFICATION

TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE TO FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND EACH AND ALL OF US AND OUR PARENT COMPANIES, SUBSIDIARIES AND AFFILIATES, ANY OTHER TOWNBRIGHT PARTY, AND EACH OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, LICENSEES, ADVISORS AND AGENTS (EACH, AN “INDEMNIFIED PARTY”) FROM ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, DEMANDS, INVESTIGATIONS, SUITS, CAUSES OF ACTION, JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES (INCLUDING BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEYS’ FEES, COLLECTIVELY “CLAIMS”), WHETHER OR NOT MADE BY A THIRD PARTY, ARISING OUT OF OR RELATING TO (i) ANY CONTENT THAT YOU POST TO, OR OBTAIN THROUGH THE SERVICE, (ii) YOUR USE OF THE SERVICE; (iii) YOUR ACCESS (PHYSICAL OR VIRTUAL) TO THE SERVICE; (iv) YOUR BREACH OR VIOLATION OF THESE TERMS; (v) YOUR BREACH OR VIOLATION OF THE LEGAL OR CONTRACTUAL RIGHTS OF ANY OTHER PERSON OR ENTITY; (vi) ANY FALSE OR INCORRECT CLAIM BY YOU OF COPYRIGHT INFRINGEMENT OR ANY SIMILAR CLAIM; (vii) YOUR VIOLATION OF APPLICABLE LAW; OR (viii) ANY OF THE FOREGOING ACTS OR OMISSIONS BY ANY PERSON OR ENTITY UNDER YOUR DIRECTION OR CONTROL OR HAVING ACCESS TO YOUR ACCOUNT; OR ANY COMBINATION OF THE FOREGOING.

We will provide you with reasonable notice of any Claim, but our failure to provide you with notice will not relieve you of your obligations hereunder except to the extent, if any, that your rights have been materially prejudiced or your liability has been materially increased by our failure.  We and / or the Group) reserve the right to intervene in and control the defense of any Claims at our sole discretion.  You shall be permitted to compromise and settle or to cause a compromise and settlement of any Claim unless the terms of the compromise and settlement impose any obligation or prejudice upon an Indemnified Party, in which case you may not settle or compromise or otherwise stipulate to the disposition of such Claim without our (and/ or the Group’s, as applicable) prior written consent, which may be withheld in our (and / or the Group’s) sole, subjective discretion.

13. GOVERNING LAW

These Terms and all matters arising out of or relating to these Terms shall be governed by and construed under the laws of the State of California as applied to transactions taking place entirely within California between California residents, without reference to conflicts of law principles.

14. DATA TRANSMISSION

We operate primarily in the State of California, but some of our servers and network equipment are located elsewhere in the United States. Content sent or viewed on the Service may travel to any part of the United States before appearing on a Group Site. Therefore, you acknowledge and agree that by using or Posting Content to the Service, you are engaging in interstate transmission of data and may be subject to federal laws regarding interstate transmission of data, even if your Group is located entirely in one state, and even if that state is California.

Additionally, if you are located in Canada, you acknowledge and agree that by using or Posting Content to the Service, your Content may travel through the United States before appearing on a Group Site. Accordingly, you acknowledge and agree that by using or Posting Content to the Service, you may be engaging in international transmission of data and may be subject to United States and Canadian laws, as well as international treaties and compacts regarding international transmission of data, even if your Group is located entirely in one province or town.

15. DISPUTES

We, each of the Townbright Parties, and you agree to be subject to the exclusive jurisdiction and venue of the United States District Court for the Northern District of California or the Superior Court of the State of California for the County of San Mateo for any dispute arising out of or relating to these Terms (“Dispute”) and each of us waives any objection regarding the convenience of such forum for resolving any dispute arising hereunder; provided however that we may initiate legal action in any jurisdiction to the extent necessary to protect our rights in our intellectual property and confidential or proprietary information.    You agree that the substantially prevailing party shall be reimbursed for all expenses and reasonable attorney fees arising out of or relating to such Dispute by the substantially non-prevailing party.

YOU AGREE THAT REGARDLESS OF ANY STATUTE TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO ANY DISPUTE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IT WILL BE FOREVER BARRED.

TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, YOU AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUCH DISPUTE AND THAT SUCH WAIVER SHALL BE COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.

16. SUSPENSION; TERMINATION; SURVIVAL

We may terminate your right to use the Service without prior notice to you for any violation of these Terms, as determined by us in our sole discretion. Any such determination shall not be appealable to the Group or any Group Moderator. We may also terminate your right to use the Service at the request of law enforcement or other governmental agencies. We may also terminate your right to use the Service without any violation of these Terms by you if we decide to stop providing the Service generally. Any such decision will be preceded by reasonable notice of not less than 30 days, unless such notice is impracticable under the circumstances. We may suspend your right to use the Service without prior notice for any of the foregoing reasons or as a result of unexpected technical or security issues or problems.

Any Group Moderator may suspend or terminate your right to use the Group Site moderated by them with or without prior notice to you for any violation of these Terms or any violation of Group rules or values, including without limitation, for failure to timely pay your Group dues, as determined in each case by such Group Moderator in their sole discretion. Any such determination: (i) shall be applicable only to the Group Site that is moderated by such Group Moderator and shall not be applicable to other sites operated through the Service; (ii) must be resolved between you and the Group Moderator or the Group as a whole; and (iii) shall not be appealable to us. To be clear, we will not intervene in any dispute between you and a Group Moderator regarding your use of or access to a Group Site and we shall have no liability for, or involvement with any determination by a Group Moderator to suspend, restrict or remove your use of, or access to a Group Site.

You may cease using a Group Site or the Service at any time for any reason by deleting your account from the Service and refraining from further use of the Service. Any suspension or termination under this Section is conducted as a right and without any liability for any Townbright Party.

Upon any termination of your use of the Service, whether initiated by us, by a Group Moderator or by you, these Terms shall continue to be applicable to our rights and remedies and to your conduct on, and any Content you Posted to the Group Site or the Service prior to such termination.

17. FEES; GENERAL PRACTICES

Currently, we do not charge for use of the Service, though access to a particular Group Site may be conditioned upon payment of membership dues to the relevant Group. We reserve the right to decide in the future to charge fees for use of the Service. If we decide to charge fees, we will notify you in advance and we will offer you the opportunity to discontinue use of the Service within a reasonable time of the notice without incurring any of the fees for the Service.

We reserve the right to set a maximum number of messages that you may Post to the Service during a set time period, the maximum size of any message that may be Posted to or obtained through the Service, the maximum amount of storage space that may be allocated on Townbright’s servers on behalf of any Group and the maximum number of instances or the duration of any instance in which you may access the Service during a set time period. We reserve the right to log you off of the Service after an extended period of inactivity, and we shall not be liable to you or the Group for our failure to store any Content as a result of such action. We reserve the right to alter these practices from time to time through a Change of Terms in our sole discretion.

18. NOTICES

We may provide notices to you in our sole discretion, including notices regarding a Change of Terms, or your indemnification obligations hereunder, by electronic mail, or by posting a message to or through the Service; provided that posting the Change of Terms on the home page of the Service shall be deemed sufficient notice for all purposes.

Any notice you wish to provide to us related to these Terms, our legal obligations to you or any legal proceeding must be sent by email to legalnotices@townbright.com with a copy sent by registered or certified mail, postage prepaid, to Chief Executive Officer, Townbright, Inc, 436 N. Canal St, Suite 9, South San Francisco, CA 94080. Such notice shall be effective upon receipt.

19. DIGITAL MILLENNIUM COPYRIGHT ACT

We will respond to notices claiming that Content Posted to a Group Site infringes upon third party intellectual property rights, but only if such notices comply with the Digital Millennium Copyright Act (DMCA). Any such notice must be sent to legalnotices@townbright.com.

Any DMCA notice must include the following information:

1.         Describe in reasonable detail the copyrighted work you believe has been infringed by the Content. As an example, you might state that the copyrighted work that was infringed is located on Page 123 of the book “Parenting 1, 2, 3” written by John Doe, published by Rainbow Publishing in 2007, ISBN 1231231231.

2.         Describe the Posted Content you believe is infringing the copyrighted work you described in #1. For example, you might state that the Content located in paragraph 4 of message #1234 is substantially the same as what is written on Page 123 of Parenting 1, 2, 3.

3.         Include in your notice the following statement: “I believe in good faith that the use of copyrighted material described in this notice was not authorized by the owner of the copyright, an agent of the owner of the copyright, or applicable law.

4.         Include in your notice the following statement: “I swear, under the civil and criminal penalties of perjury, that the information I have set forth in this notice is accurate, and I am either (1) the owner of the copyright; (2) someone authorized to act on behalf of the owner of the copyright; or (3) someone authorized to act on behalf of someone who holds an exclusive right to use the copyright in the manner in which it has been infringed.”

5.         Your electronic or physical signature. (We will not respond to, or remove Content based on an unsigned notice.)

6.         Your name and mailing address and a method for contacting you quickly, preferably by electronic mail. (We will not be able to remove Content based on a notice unless we are first able to follow up directly with the person signing the notice.)

Please note that you can be held liable for damages (including costs and attorneys’ fees) if you wrongfully claim that Content infringes your copyright. If you are not sure whether Content infringes your copyright, you should first contact an attorney and seek legal advice.

You should also note that we reserve the right, after removing your personally identifying information, to send a copy of any notice you send us to third parties to be published and/or verified. We may also note, in place of the Content, that the Content was removed from the Service as a result of a DMCA notice received by you, and/or we may include a copy of, or link to the notice in place of the Content that was removed. The content of any DMCA notice you send to us is public information, and we will not hold it confidential, regardless of any claim to confidentiality you may set forth in the notice.

The Group may post its own notice of this nature for DMCA protection with respect to its Group Site.

20. COMMENTS AND SUBMISSIONS

If you have a business proposal that you would like to make to us, please contact our client services and development team instead of submitting it through the Service. Any feedback, suggestion or other comment that is submitted through the Service is public, cannot be treated as confidential or proprietary information of yours, and can be disclosed by any Townbright party in its sole discretion.   Townbright reserves the right to consider or reject any proposal in its sole discretion and shall have no obligation to treat the proposal as confidential or proprietary.

21. MISCELLANEOUS

If any provision of these Terms shall be held by a court of competent jurisdiction to be invalid or unenforceable, you agree that the remaining provisions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable.

Except with our prior written consent, which may be withheld in our sole discretion, you may not assign or transfer or delegate these Terms or any of your rights or obligations under these Terms in whole or in part to any other person or entity, whether directly or by operation of law, and any attempt at such an assignment or transfer or delegation without our prior written consent shall be void and of no legal effect.

No waiver of these Terms by us will be effective unless it is in writing and signed by Townbright.

Notwithstanding any contrary provision of these Terms, no remedy made available to us hereunder is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy provided hereunder or available at law or in equity.

There are no third-party beneficiaries to these Terms other than the Townbright Parties and the Indemnified Parties.

The section and paragraph headings in these Terms are for convenience only and are not part of and shall not be used for any purpose in the interpretation of these Terms.  When the context requires, the plural shall include the singular and the singular the plural, and any gender shall include any other gender.

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