Agreement

This Agreement is entered into by and between you (hereinafter "Member") and InfoStreet, (hereinafter "Organization") effective as of the date of acceptance by Member which acceptance is being manifested automatically with Member's completed registration ("Effective Date").

R E C I T A L S

WHEREAS, Organization provides a web based suite of products and services, made available to Organization's members ("StreetSmart Service").

WHEREAS, the Member seeks to enter into this Agreement with Organization to obtain access to such a StreetSmart Service.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

A G R E E M E N T



1. Service Provided By Organization:

(a) Organization shall enable Member to use Member related services on Organization's StreetSmart Service (hereinafter referred to as the "Service"), which can be accessed through the Internet. Organization shall have the right, but not the obligation, to upgrade, remove or otherwise modify its StreetSmart Service, or any other software, service or feature offered by Organization at anytime, without providing any notice of such modifications to Member.

(b) Organization does not provide any modem, computer, or any other equipment or system for Member to access or connect to the Internet. Member is solely responsible for its modems, computers, operating systems and connection devices necessary for accessing or connecting to the Internet. At its sole discretion, Organization reserves the right to adopt reasonable limitations, including time limitations, for the use of the Services.

(c) Organization does not endorse, warrant, or guarantee any links to or products from any third party sites or other Member sites on the StreetSmart Service, even if offered through the StreetSmart Service, and Organization will not be a party to, or in any way be responsible for monitoring any transaction between Member and any third-party or other Member.



2. Rules Of Conduct

(a) Member may have the ability, through the use of Organization services, to host or post content on the Internet which as a free flowing information highway, may provide access to Internet users to said contents which may be considered improper, offensive, or obscene by some groups or individuals. Said contents may be in the form of discussions, files, photographs and graphics relating to pornography, religion, politics, racism, crime, violence and the like. Organization respects the freedom of speech and equally respects the right of Internet users to be free from offensive material. Organization reserves the right, but not the obligation, without any limitation whatsoever to set Organization's Rules of Conduct in any manner Organization in its own discretion may deem appropriate.

(b) Organization reserves the right without any limitation or obligation, to limit the placement of any material it deems inappropriate on the Service or other promotional material generated or used by Organization, or may refuse to assist in promotion or publicizing of such information.

(c) Member may not post any material (pictures, text, etc.) whose posting would be considered unlawful by any local, State, Federal, or International rules, regulations, or any other laws in existence, including without limitation, laws applying to intellectual property and privacy. Any materials in violation of such laws, rules or regulations will be promptly removed, at Organization's sole discretion, provided that, Organization cannot and will not actively monitor any materials posted on the StreetSmart Service or within any other Service.

(d) Organization reserves the right to refuse to provide the Service to any person, individual or entity for any reason or for no reason at all. Organization further reserves the right to cancel this Agreement with Member at any time, without prior notice, for any reason, at its sole discretion.

(e) Member shall not engage in the distribution of any unsolicited e-mail or "SPAM" sent from any Member account, including any e-mail that promotes web sites hosted on an Organization Virtual Server that is sent from an email address not associated with an Member account, Organization reserves the right, without limitation, to take steps to prevent the distribution of SPAM and to refuse to provide Service to any person, individual or entity conducting such activity. Organization further reserves the right to cancel this Agreement immediately, without prior notice, for any person, individual or entity involved in the above-mentioned conduct.

(f) Member shall keep its username and password confidential (if applicable), as Member's account and any content and confidential information on the account will be at risk if Member allows, with or without permission, someone else to use the account.

(g) Member shall be responsible for backing-up, on Member's own computer, any important content or data Member has on the StreetSmart Service as Organization will not be responsible for archiving or backing-up such information. Organization does not guarantee or warrant that any content or data on the StreetSmart Service will not be subject to any inadvertent damage, corruption, or destruction of such content or data. If any content or data stored on the StreetSmart Service is lost, corrupted or destroyed in any manner, Organization will have no obligation or liability to Member.

3. Ownership.

(a) Upon subscribing to the Service, a series of files and software are automatically put in place to facilitate the Member’s use of the StreetSmart Service (hereinafter "Infrastructure"). In addition, Member may add additional content to the Member's Account (if applicable)(hereinafter "Member's Content"). Member acknowledges that the Infrastructure may be comprised of contents which are (a) confidential, proprietary, copyrighted, and otherwise protected by Organization, (b)confidential, proprietary, copyrighted, and otherwise protected by third parties, (c) freeware, or a combination thereof. Member hereby acknowledges that all right and title to any materials on the Service shall in no manner transfer to Member, excluding Member Content exclusively and independently created by Member. Member agrees to only use any part of the Infrastructure as set forth by Organization and only as to the use the Service. Member is further expressly prohibited from transferring, selling, copying, modifying, decompiling, or reverse engineering any part of the Infrastructure, including any object code, source code, underlying processes or algorithms contained therein.

(b) By submitting, creating, or posting any data or content on any areas of the StreetSmart Service, Member represents that they are the owner of such materials or have an authorization to use and/or distribute it. Member hereby grants Organization a worldwide, perpetual, irrevocable, royalty-free, sub licensable (though multiple tiers) right to exercise all rights, whether under copyright, trademark, publicity, privacy, and any other related intellectual property laws, in any media now known or hereinafter developed, with respect to any data or content submitted, created, or posted in any public areas of the StreetSmart Service.

4. Products and Services for Sale.

Member and Organization expressly agree that regardless of the type of service utilized by Member, Organization shall have no liability and hereby assumes no liability whatsoever for any damages suffered by Member for any reason including, but not limited to, credit card fraud, complaints or claims of any nature by purchasers of the goods or services, and any lost transmissions for any reasons including but not limited to negligence of Organization or any defect in any products or equipment or software used by Organization or any other person. Organization is not making and has not made any warranty in whatever nature concerning any goods and services utilized or sold by or to Member through the use of the StreetSmart Service or any other Organization Service, or concerning any orders transmitted by or to Member for the sale or purchase of any goods or service.

5. Limitation of Liability.

(a) NEITHER ORGANIZATION, NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE, WILL BE LIABLE FOR ANY INDIRECT,SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF REVENUE,PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE STREETSMART SERVICE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) ORGANIZATION MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE STREETSMART SERVICE OR ANY PRODUCTS SOLD THROUGH THE STREETSMART SERVICE (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, ORGANIZATION MAKES NO REPRESENTATION THAT THE OPERATION OF THE STREETSMART SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND THAT THE STREETSMART SERVICE OR THE SERVER ON WHICH THE STREETSMART SERVICE RESIDES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEITHER ORGANIZATION, NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE, WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

(c) ORGANIZATION DOES NOT ACCEPT ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, LEGALITY, AND/OR APPROPRIATENESS OF THE MATERIAL PROVIDED TO AND PROVIDED BY THE STREETSMART SERVICE OR ANY OF ORGANIZATION'S OTHER MEMBERS' USE OF THE SERVICE.

6. Indemnification.

Member agrees to defend, indemnify and hold Organization harmless from any and all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, contents, or any other use of the StreetSmart Service by Member, including but not limited to, claims arising under any materials posted on the StreetSmart Service or any transactions conducted on the StreetSmart Service and the sale or purchase of any goods or service by Member.

7. Right to Modify Agreement.

This agreement may be modified at any time by Organization for any reason, including but not limited to, compliance with any local, national or international laws, rules or regulations. Notice of any significant modification to this Agreement will be provided to Member directly through electronic mail, or by posting such changes to all members on the StreetSmart Service itself.

8. Terms and Termination.

(a) This agreement shall be valid from the Effective Date and shall continue until such time as either Organization or Member give notice of termination of this Agreement which notice may be given at anytime by Member through electronic mail to Organization, or by Organization through electronic mail to Member or by posting notice of such termination on the StreetSmart Service itself.

(b) Upon termination, Member shall be given fifteen (15) days from the date of termination to download and remove all of the Member's content. Any content which remains on the StreetSmart Service after this fifteen (15) day period shall become the property of Organization, who may retain, use, or destroy all such content at its sole discretion.

9. Independent Investigation.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. Member understands that Organization may at anytime (directly or indirectly) enter into agreements on terms that may differ from those contained in this Agreement or operate sites that are similar to this StreetSmart Service. Member has independently evaluated the desirability of participating in the program and is not relying on any representation, guarantee, or statement other than as set forth in this agreement.

10. General Provisions.

(a) Governing Law and Venue. This Agreement, and any dispute arising pursuant to this Agreement, shall be governed by California law, exclusive of its provisions regarding conflicts of law. Any action relating to this Agreement must be brought in Los Angeles, California, and both parties irrevocably consent to the jurisdiction of the State and Federal courts located in Los Angeles, California.

(b) Severability. If any provision of this agreement is adjudged by a court of competent jurisdiction to be void or unenforceable, the application of the provision in circumstances different from those adjudicated will not be affected. Other provisions and the validity or enforceability of this Agreement as a whole will remain similarly unaffected.

(c) Entire Agreement. This Agreement is the sole and entire Agreement between the Organization and Member with respect to Organization's StreetSmart Service and all of its contents, and supersedes all other prior and contemporaneous written and oral communications, representations or understandings. This Agreement constitutes Organization's Member's entire understanding about the Organization's StreetSmart Service. Either party may from time to time waive rights without causing the rights to be waived on an ongoing basis.

(d) Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof depriving that party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement.

(e) Assignment. Member may not assign this Agreement and any attempt at assignment in violation of this Section shall be null and void. Organization may assign this Agreement, provided that the assignee assumes all the responsibilities and obligations provided herein.

(f) Captions and Headings. The captions and headings are for convenience of reference only and shall not be used to construe the terms or meaning of any provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto have reviewed and automatically provide their assent electronically by continuing with their registration on Organization's StreetSmart Service as of the date of such registration.