TERMS OF SERVICE

The effective date of this Agreement is April 1, 2008.

Privy knows that you care about how your personal information is used and shared, and we take your privacy seriously. This Privacy Policy covers Privy's treatment of personal information that Privy gathers when you are on the Privy website and when you use Privy services. This policy does not apply to the practices of third parties that Privy does not own or control, or to individuals that Privy does not employ or manage.

When you submit your information to Privy, it can only be viewed by other members. We may, however, analyze the types of information submitted to determine how our members use the site and make improvements accordingly. Your email-address is used to send you information about Privy and to send invitation notifications from other members. We will neither sell nor distribute your email address or personal information without your explicit consent. Your email address is never visible on the site.

If you decide to visit Privy website, your visit and any possible dispute over privacy is subject to this Privacy Policy and our Terms of Service, including limitations on damages, arbitration of disputes, and application of California State law.

1. Acceptance of Terms of Service

The webpages available at Privy, and all linked pages ("Privy Site"), are owned and operated by Imagiant Inc. ("Privy"), a California corporation, and is accessed by you under the Terms of Service described below ("Terms of Service"). Please read these terms of service carefully before using the services. Membership in Privy confirms that you have read and accept these terms of use, and that you agree to be bound by them. By accessing this site or using any part of the site or any content or services (as each is defined below) on the site, you agree to become bound by these terms and conditions. If you do not agree to all the terms and conditions, then you may not access the site or use the content or any services in the site. Privy's acceptance is expressly conditioned upon your consent to all of these terms and conditions, to the exclusion of all other terms; if these terms and conditions are considered an offer by Privy, acceptance is expressly limited to these terms.

2. How We Use Your Information

We reserve the right to modify and amend these terms of use from time to time, for any reason, and without prior notice; use of the website as a member indicates your acceptance of any changes. You are responsible for regularly reviewing these terms of use.

3. Membership Conditions

Our website and membership are not available to the general public and require an invitation by an existing member of Privy. Members are expected to invite only respected persons within their own real-world communities and not individuals who might bring discredit to or harm the reputation of Privy and our community.

By having a membership account in Privy, you acknowledge that you meet our requirements for membership. As a member, you may not have more than one membership account, nor may you open an alternative account if your membership is suspended, shifted outside of Privy.net, or terminated for any reason. You may not sell, trade, or transfer a membership account to another person, nor accept or use an account that was not originally yours. If an account violates these conditions, the account will be terminated immediately.

Your participation in Privy is based upon the assumption that all information you provide regarding yourself is truthful and accurate. Misleading or false information is sufficient reason for us to terminate your account. You may not use a pseudonym or alias. Privy reserves the right to change or adjust membership criteria and to make changes in the existing membership at any time and without prior notice. Privy reserves the right to suspend or terminate, at our discretion, a member's account for violations of our rules, guidelines, or Terms of Service.

Privy provides a platform and environment for networking and sharing information. If members enter into agreements with other members through the Privy Site, Privy is not a contracting party to these agreements and cannot be held liable or accountable regarding these agreements.

Privy does not endorse, support, or ensure the accuracy, truthfulness, or reliability of any content posted in the website's chatterbox forum or elsewhere, nor does Privy endorse opinions expressed in the forum or elsewhere.

Privy reserves the right to make changes to the website or our service without prior notice, and to charge for our services or for particular features, and to modify any fees or services without prior notice.

You many not use the Privy name or logo for any purpose, event or promotion without our express consent. You may not distribute, display or publish in any form, electronic or print, any content from the website or the names of any members without our express consent, nor can you share, transmit or sell any content on the website with anyone who is not a member of Privy, for whatever reason.

You cannot post content or initiate any communications that we consider libelous, scandalous, abusive, obscene, discriminatory, unlawful, or otherwise objectionable. You will not send or distribute unsolicited or unauthorized advertising, promotional materials, junk mail, chain letters, spam, pyramid schemes, or any other type of solicitation to other members, nor will you stalk, harass or unreasonably disturb any other member.

You may not use Privy for any illegal purpose in any country or jurisdiction.

4. Restrictions on Rights to Use.

You agree that you shall not (and you agree not to allow any third party to:

modify, adapt, translate, or reverse engineer any portion of the Privy Site;

remove any copyright, trademark or other proprietary rights notices contained in or on the Privy Site or in or on any content or other material obtained via the Privy Site;

use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Privy Site;

access, retrieve or index any portion of the Privy Site for purposes of constructing or populating a searchable database of business reviews;

collect any information about other users or members (including usernames and/or email addresses) for any purpose other than to solicit and share reviews with other Privy users or members;

reformat or frame any portion of the web pages that are part of the Privy Site;

create user accounts by automated means or under false or fraudulent pretenses;

create or transmit unwanted electronic communications such as "spam" to other users or members of the Privy Site or otherwise interfere with other user's or member's enjoyment of the Privy Site;

transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;

use of the Privy Site to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene;

copy or store any content offered on the Privy Site for other than your own use;

use any device, software or routine that interferes with the proper working of the Privy Site, or otherwise attempt to interfere with the proper working of the Privy Site;

take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;

use any content marked as obtained from or belonging to Privy except in compliance with the additional terms specified below;

use the Privy Site, intentionally or unintentionally, to violate any applicable local, state, national or international law; or

collect or store personal data about other users in connection with the prohibited activities described in this paragraph.

5. Content Posted By You on the Privy Site.

You are solely responsible for any content and other material that you submit, publish or display on the Privy Site or transmit to other members and/or other website users (hereinafter, "Posted Content").

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You may not submit any Posted Content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.

You may not provide any Posted Content that falsely express or imply that such Posted Content or material is sponsored or endorsed by Privy.

You understand and agree that Privy may review and delete any business listings (including business name, address, phone, fax, distance, reviews, rating, reviews) or other Posted Con tent that in the sole judgment of Privy violates these Terms of Service or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users or members of the Privy Site and/or other website users.

You are solely responsible for your ratings and reviews of businesses listed on Privy. Privy reserves the right, but has no obligation, to monitor disputes between you and any entity which you have reviewed.

You agree that you will only provide Posted Content that you believe to be true and you will not purposely provide false or misleading information.

By posting Posted Content on the Privy Site, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, Privy, its contractors, and the users of the Privy Site an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Content and to prepare derivative works of, or incorporate into other works, such Posted Content. This license is non-exclusive, except you agree that Privy shall have the exclusive right to practice this license to the extent of combining your Posted Content with the Posted Content of other Privy users for purposes of constructing or populating a search able database of business reviews. We have the right, but not the obligation, to use your name, city in connection with any use of your Posted Content.

The following is a partial list of the kind of Posted Content and communications that are illegal or prohibited on/through the Privy Site. Privy reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Privy Service and terminating the membership of such violators or blocking your use of the Privy Site. You may not post content that:h) By posting Posted Content on the Privy Site, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, Privy, its contractors, and the users of the Privy Site an irrevocable, perpetual, royalty-free, fully sub licensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Content and to prepare derivative works of, or incorporate into other works, such Posted Content. This license is non-exclusive, except you agree that Privy shall have the exclusive right to practice this license to the extent of combining your Posted Content with the Posted Content of other Privy users for purposes of constructing or populating a searchable database of business reviews. We have the right, but not the obligation, to use your name, city in connection with any use of your Posted Content.

is false or intentionally misleading;

is patently offensive to users of the Privy Site, such as content or messages that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

harasses or advocates harassment of another person;

involves the transmission of unsolicited mass mailing or "spamming";

violates the intellectual property or other rights of any person;

promotes illegal activities or conduct that is abusive;

is threatening, obscene, defamatory or libelous;

is pornographic or sexually explicit in nature; and

seeks or recommends providers of material that exploits people under the age of 18 in a sexual or violent manner, or seeks or recommends providers that solicit personal infor mation from anyone under 18.

6. Termination of your account.

This website requires cookies to function properly. Cookies are small text files that reside on a user's computer and identify you as a unique user. We use cookies to refine our website and simplify the user experience. For example, the use of cookies allows registered users to enter this website without explicitly typing in their email address and password every time. You should be aware that we cannot control the use of cookies by advertisers or any information advertisers may gather from their use of cookies. If you do not want information collected through the use of cookies, there is a simple procedure in most browsers that allows you to deny or accept the cookie feature; however, you should note that cookies may be necessary to provide you certain features (e.g., customized delivery of information) available on this website.

7. Third Party Advertising

You may terminate your account at any time without cause, penalty or explanation.

Privy may, at our discretion and with or without cause, immediately terminate your member account and all access to the website without prior notice. Any account termination by us may take into account the business interests of Privy and the interests of the community as a whole.

Our proprietary rights, disclaimer of warranties, indemnities, limitations of liability and other provisions of these terms and conditions continue after termination of your membership. We will not be liable to you or any third-party for the termination of your member account. If your account is terminated, you may not reenter Privy without our express permission.

8. Ownership.

The Privy Site (including, but not limited to, text, photographs, graphics, video and audio content) are protected by copyright as collective works or compilations under the copyright laws of the United States and other countries. All individual articles, content and other elements comprising the Privy Site are also copyrighted works.

9. Disclaimer.

The Privy Site is provided by Privy on an "as is" basis. Privy and its licensors and affiliates make no representations or warranties of any kind, express, statutory or implied as to the operation of the Privy site or software or the information, content, materials, or products included on the Privy Site. To the fullest extent permissible by applicable law, privy and its licensors and affiliates disclaim all warranties, express, statutory, or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Privy and its licensors and affiliates further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the privy site. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you. Privy is not responsible for the conduct, of any user of the Privy Site. Privy does not warrant or covenant that the Privy Site will be available at any time or from any particular location, will be secure or error-free, that defects will be corrected, or that the Privy Site is free of viruses or other potentially harmful components. Any material or content downloaded or otherwise obtained through the use of the Privy Site is accessed at your own discretion and risk and you will be solely responsible for any damage to 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 any user from Privy, the Privy Site shall create any warranty not expressly stated herein.

10. Limitation on Liability.

Privy shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Privy's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).

Without limiting the foregoing, Privy and its affiliates and suppliers will not be liable under any theory of law, for any indirect, incidental, punitive, and consequential damages, including, but not limited to loss of profits, business interruption, and/or loss of information or data. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you. Notwithstanding anything to the contrary contained herein, Privy's maximum aggregate liability to you for any causes whatsoever, and regardless of the form of action, will at all times be limited to the greater of (i) the amount paid, if any, by you to Privy for the Privy Site in the 12 months prior to the action giving rise to liability or (ii) $100 . If you are a California resident, you waive your rights with respect to California civil code section 1542, which says "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

11. Indemnity.

You agree to indemnify and hold Privy, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your access to the Privy Site, (ii) the violation of these Terms of Service by you, or (iii) the infringement by you, or any third party using your account or User ID or password, of any intellectual property or other right of any person or entity.

12. Miscellaneous.

If there is any dispute about or involving the Privy Site by using the Privy Site, you agree that the dispute will be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of California, City of Los Angeles. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind Privy in any respect whatsoever. Privy may provide you with notices, including those regarding changes to the Terms of Service by email, regular mail or postings on the Privy Site. These Terms of Service, accepted upon use of the Privy Site, and all terms, guidelines and rules referenced herein contain the entire agreement between you and Privy regarding the use of the Privy Site. The failure of Privy to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and enforceable. These Terms of Service are not assignable, transferable or sublicensable by you except with Privy's prior written consent. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. These Terms of Service include Privy's acceptable use policy for content posted on the Privy Site, Privy's Privacy Policy, and any notices regarding the Privy Site.

13. Copyright Complaints.

Privy respects the intellectual property of others. It is Privy's policy to respond expeditiously to claims of copyright and other intellectual property infringement. Privy will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Privy may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Privy will terminate access for subscribers and account holders who are repeat infringers.

Notifying Privy of Copyright Infringement: To provide Privy notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Dept." care of abuse@privy.net that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/ 92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

Providing Privy with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide Privy with a counter notification by written communication to the attention of "DMCA Counter Notification Dept." at abuse@Privy.net that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/ 92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.

14. Privacy.

Use of the Privy Site is also governed by our Privacy Policy, a copy of which is currently located at www.privy.net/index.cfm?ch=/Legal

15. Contact and Violations.

Please contact us with any questions regarding these Terms of Service. Please report any violations of the Terms of Service to legal@privy.net