JACKNYFE TERMS OF USE

(User)

1. Legal Agreement Welcome to JackNyfe's Terms of Use. These Terms of Use constitute a legal contract (the "Agreement") between JackNyfe, Inc., a Delaware corporation ("JackNyfe"), and the web site visitor ("User") using the services provided by JackNyfe to post and/or access comments, ratings or other material ("Submission") at a link on a JackNyfe partner's web site which the partner has annotated with the JackNyfe service described at www.jacknyfe.com (the "Site"), and other related services provided by JackNyfe (collectively, the "Service").

1.1. This Agreement is legally binding on User. JackNyfe provides the Service to User conditioned upon his or her acceptance, without modification, of the terms and conditions contained herein. This Agreement may be updated and modified by JackNyfe from time to time in its sole discretion without notice to User. User can review the most current version of this Agreement at any time by clicking on Terms of Use from the Site. If User does not agree with any of the terms contained in this Agreement, User should not access the Site or use the Service. User's use of the Service shall be deemed to be User's acceptance of this Agreement, without limitations or qualifications. The Site and/or the Service may be upgraded or changed from time to time and User acknowledges that JackNyfe may install upgrades or implement such changes at any time without notice. Unless explicitly stated otherwise, any new features that alter, augment or enhance the Site or the Service shall be subject to the terms, conditions and notices contained in this Agreement. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS THE SITE OR USE THE SERVICE.

1.2. If User does not agree to any changes proposed by JackNyfe, or to any terms in this Agreement, User's sole and exclusive remedy is to cancel User's JackNyfe Service ("User's Account"). Notwithstanding the foregoing, JackNyfe reserves the right to cancel, suspend or refuse access to the Service to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Agreement.

2. User Registration In order for User to participate in the Service, JackNyfe will require User to provide specific information about User and/or and User's business. If User chooses to become a User, User agrees to provide true, accurate and complete information. User shall be responsible for maintaining the confidentiality of User's Account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. User shall be responsible for all actions by such users, including without limitation former employees and former partners, and shall indemnify JackNyfe in connection with such actions as set forth below. Any information supplied by User upon registering for the Service and any other information about User and/or User's business is subject to JackNyfe's Privacy Policy. JackNyfe's Privacy Policy, which is hereby incorporated into this Agreement, is posted on the Site.

3. Use of Service User shall not use the Service for any illegal purpose in violation of any local, state, federal or international law. User agrees that User will not use the Service in any manner that could damage, disable, overburden, or impair the Service or any JackNyfe server, or interfere with any other party's use and enjoyment of the Service. User may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Service. Except with the written permission of JackNyfe, User agrees that User will not access or attempt to access password protected, secure or non-public areas of the Service. If User attempts to access prohibited areas of the Service, User may be subject to prosecution.

4. Content

4.1. JackNyfe does not control or monitor the content posted via the Service and as such, does not guarantee the accuracy, integrity or quality of such content. JackNyfe reserves the right, but is not obligated, to review the content posted via the Service and to refuse or remove any such materials in its sole discretion, without notice at any time. JackNyfe also reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, posted through the Service, in JackNyfe's sole discretion. JackNyfe is under no obligation, but reserves the right, to monitor, pre-screen, or otherwise remove any content stored in its servers. JackNyfe is not responsible for the appropriateness, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such content. User acknowledges that User should always use caution when posting any personally identifying information about User on the Service, the Site or any other partner sites.

4.2. User, and not JackNyfe, is entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("User Content") posted by the User. User agrees not to:

4.2.1. post, upload or otherwise transmit any content which is misleading to others or impersonate any person or entity or falsely state or otherwise misrepresent User's affiliation with a person or entity to others, including, but not limited to, consumers;

4.2.2. post, upload or otherwise transmit any content that is threatening, abusive, harassing, tortious, defamatory, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially and ethnically objectionable;

4.2.3. post, upload or otherwise transmit any content that User does not have a right to post and transmit under any law or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment relationships or under nondisclosure agreements);

4.2.4. post, upload or otherwise transmit any content, such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party;

4.2.5. post, upload or otherwise transmit any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or attempt to access the accounts of others, or attempt to penetrate security measures of JackNyfe, its vendors or suppliers or other entities' systems, whether or not the intrusion results in corruption or loss of data;

4.2.6. post, upload or otherwise transmit any materials that impose an unreasonable or disproportionately large load on JackNyfe's infrastructure that exceed the limits provided by the Service for which User registered;

4.2.7. post, upload or transmit any unsolicited or unauthorized advertising, promotional materials, "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

4.2.8. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

4.2.9. intentionally or unintentionally violate any applicable local, state, national or international law;

4.2.10. forge any headers or other manipulation of identifiers in order to disguise the origin of any content transmitted through the Service;

4.2.11. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;

4.2.12. sell, distribute, disseminate or link to any sites for marketing, sales, distribution of: firearms, explosives, ammunition, tobacco products and any other products or services that (i) User cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via the User web site could cause JackNyfe to violate any law, statute or regulation; or

4.2.13. post or disclose any personal or private information or images about children or any third party without their consent (or a parent's consent in the case of a minor).

4.3. For User's convenience, the Service may contain products, services, content and information from third party providers (which includes advertisers and affiliates) and/or links to their Web sites ("Third Party Content"). Such Third Party Content is not under the control of JackNyfe and JackNyfe is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. JackNyfe is under no obligation, but does reserve the right to pre-screen Third Party Content available on the Service and does not assume any responsibility or liability for the content provided by others. JackNyfe is providing such Third Party Content to User only as a convenience, and the inclusion of such content does not imply endorsement by JackNyfe of such content or the affiliate or advertiser. User may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites. JackNyfe does reserve the right to remove content that, in JackNyfe's judgment, does not meet its standards, but JackNyfe is not responsible for any failure or delay in removing such material.

4.4. User grants JackNyfe a worldwide, royalty-free, non-exclusive license to host, use, reproduce, modify, distribute, transmit, combine with information provided by third parties, and publicly display the User Content on and through the Service and in JackNyfe's promotional or advertising materials (only for the limited purpose of promoting the Service). No compensation will be paid or due User with respect to JackNyfe's use of the User Content as licensed above. By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication through the Service, the Site or any partner web site, User warrants and represents that User owns or otherwise controls the rights necessary to do so and to grant JackNyfe the license set forth above, and User will defend and indemnify JackNyfe and its suppliers from any third party claim related to a breach of any of the foregoing representations and warranties. Without limiting the generality of the foregoing, User agrees that by posting, uploading, providing or submitting any User Content, User is granting JackNyfe permission to use such User Content in any manner, including, without limitation, to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate or reformat the User Content; to publish User's name in connection with the User Content; and the right to sublicense such rights to any third party. No compensation will be paid with respect to the use of User Content by JackNyfe or any third party. JackNyfe is under no obligation to post or use any User Content User may provide and JackNyfe may remove any User Content at any time in its sole discretion.

4.5. User acknowledges and hereby agrees that the Service and any software used in connection with the Service (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. JackNyfe provides User with a non-exclusive, non-transferable, limited license to use the Software, which User agrees to use in accordance with this Agreement. User may not sub-license or charge others to use or access the Software without first obtaining written permission or a written agreement from JackNyfe. The Software is owned by JackNyfe and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of JackNyfe and its suppliers and are protected by trade secret laws. Without limiting the foregoing, copying or reproducing the Software to any other server or location for further reproduction or redistribution is expressly prohibited. User may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in any Software provided hereunder.

4.6. All components of the Site, the Service and the Software are owned and copyrighted or licensed by JackNyfe, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or transmission of the copyrighted components of the Site, the Service and/or the Software, is permitted without JackNyfe's prior written consent. Any rights not expressly granted herein are reserved. JackNyfe, JackNyfe.com, and the JackNyfe logo and other JackNyfe logos and product and service names (collectively, the "JackNyfe Marks") are trademarks of JackNyfe, Inc.. User agrees not to display or use the JackNyfe Marks in any manner whatsoever without JackNyfe's prior written consent.

5. Representations, Warranties and Covenants of User User represents, warrants, and covenants that (a) User has the power and authority to enter into this Agreement; (b) User is at least eighteen (18) years of age; (c) User will only use the Service in accordance with these Terms of Service; (d) User is and will at all times be, in full compliance with all applicable laws, regulations, rules and ordinances regarding User's use of the Service.

6. DISCLAIMER OF WARRANTY USER'S USE OF THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. JACKNYFE (1) EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON‑INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE SERVICE, (2) MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE AVAILABILITY, QUALITY, SUITABILITY, OPERABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICE, AND (3) EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR CUSTOMIZATION SETTINGS.

7. LIMITATION OF LIABILITY

7.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JACKNYFE BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY DAMAGES SUFFERED AS A RESULT OF USER'S USE OF THE SERVICE OR RELIANCE ON ANY INFORMATION OR MATERIAL CONTAINED THEREIN OR RELATED THERETO. JACKNYFE SHALL BE LIABLE ONLY FOR USER'S ACTUAL DAMAGES ARISING OUT OF JACKNYFE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH THE SERVICE.IN NO EVENT SHALL JACKNYFE BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF JACKNYFE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE PARTIES ACKNOWLEDGE THAT JACKNYFE HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMER OF WARRANTIES SET FORTH HEREIN, WHICH FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

7.2. Without limiting the generality of the previous paragraph, in no event shall JackNyfe be liable to User or any other person for any damages that may be incurred by User in connection with interrupted service of a partner web site, loss of data by a partner web site, transmission of computer viruses, receipt of unsolicited communications, etc.

8. IndemnityUser agrees to defend, indemnify and hold harmless JackNyfe and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorney's fees and costs, arising out of or in any way connected with User's access to or use of the Site or the Service. User agrees that JackNyfe shall have the right to participate in the defense of any such claim through counsel of its own choosing. These obligations will survive any termination of User's relationship with JackNyfe or User's use of the Service. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of JackNyfe and/or its suppliers, affiliates, partners, subsidiaries and employees.

9. Termination Either User or JackNyfe may terminate or cancel User's Account (or any part of the Service) at any time.

9.1. Termination by User User may cancel his or her User Account or any part of the Service at any time.To cancel the Service, User may delete their account at www.jacknyfe.com. User must provide JackNyfe with the following information in order for JackNyfe to process the cancellation: The User's username and password, User's email address, and User's reason for canceling. JackNyfe will transmit a cancellation confirmation via email after JackNyfe processes User's cancellation request.

9.2. Termination by JackNyfe JackNyfe may terminate User's Service or User's Account if JackNyfe decides, in JackNyfe's sole discretion, to discontinue offering the Service.Additionally, JackNyfe, in its sole discretion, may terminate User's Account or User's use of the Service for any reason, including, without limitation, (i) if User breaches this Agreement, (ii) if JackNyfe is unable to verify or authenticate any information that User provides to JackNyfe, (iii) User offers any service competitive with the Service, or (iv) if JackNyfe believes that User has violated or acted inconsistently with the spirit of this Agreement.

9.3. Effect of Termination Upon termination of User's Account for any reason, JackNyfe reserves the right to (a) delete any User Content, listings, messages or other information in connection with User's Account; (b) prohibit User's access to User's Account, including without limitation by deactivating User's password; and (c) refuse User future access to the Service. In no event shall JackNyfe be required to return any User Content.

10. Miscellaneous Provisions

10.1. Any action or dispute related to this Agreement will be governed by the laws of the State of California, without regard to the choice or conflicts of law provisions of any jurisdiction.User agrees to submit to the jurisdiction of the courts located in San Francisco County, in the State of California, for the resolution of all disputes arising from or related to this Agreement and/or his or her use of the Site and/or the Services. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. User agrees that any claim against JackNyfe must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.

10.2. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect.

10.3. This Agreement and any signed, written agreement between User and JackNyfe comprise the entire agreement between User and JackNyfe and together they supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein. User's use of the Site or the Services, however, is subject to the additional disclaimers and caveats that may appear throughout the Site. JackNyfe reserves any rights not expressly granted herein.

10.4. JackNyfe's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

10.5. User shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of JackNyfe, and any such attempted assignment shall be void. JackNyfe shall have the right to freely assign this Agreement, and its rights and obligations hereunder, to any third party without notifying or obtaining the consent of User. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and permitted assigns.

10.6. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures. A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

10.7. Statements, notices and other communications to User may be made by mail, email, postings within User's account or other reasonable means. User shall be solely responsible for updating the account's registered email and postal address. JackNyfe shall not be responsible for any undelivered notices caused by User's failure to update the account information. JackNyfe may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on the JackNyfe Site. Users may contact JackNyfe, via www.jacknyfe.com.

10.8. User understands and agrees that the cancellation of User's Account is User's sole right and remedy with respect to any dispute with JackNyfe. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or JackNyfe's enforcement or application of any such term; (2) any policy or practice of JackNyfe, including JackNyfe's Privacy Policy, or JackNyfe's enforcement or application of these policies; (3) the content available through the Service or any change in content provided through the Service; or (4) Users' ability to access or use the Service, the Site or User's Account.

This Agreement is entered into between the parties as of the date of User's first use of the Service. User's use of the Service shall be deemed to be User's acceptance of this Agreement, without limitations or qualifications. If User does not agree with any of the terms of this Agreement, User should not use the Service.