CitySquares Online, Inc. Terms of Use

1. ACCEPTANCE

CitySquares™
Online, Inc. ("Citysquares") welcomes you. Citysquares provides its
service to you subject to this Terms of Use Agreement ("Agreement"),
which may be updated by us from time to time without notice to you. In
addition, when using any Citysquares owned or operated service, you are subject
to all posted guidelines, different terms of use and rules applicable to such
service which will be posted on this web site from time to time. All such guidelines,
terms of use or rules are hereby incorporated by reference into this Agreement.



You represent and warrant that you have the right, authority, and capacity to
enter into this Agreement and abide by all of its provisions. Your use of this
web site is subject to your acceptance of this Agreement. If you do not accept
the terms and conditions of this agreement, you may not enter this web site.

2. DESCRIPTION,
COMMUNICATION, AND ACCESS

Citysquares
provides users with access to a rich collection of resources, including various
communications tools, forums, shopping services, search services, personalized
content and branded programming through its network of properties which may be
accessed through any various medium or device now known or hereafter developed
(the "Service"). You understand and agree that the Service may
include advertisements and that these advertisements are necessary for
Citysquares to provide the Service. Unless explicitly stated otherwise, any new
features that augment or enhance the current Service, including the release of
any new Citysquares service, shall be subject to this Agreement.



You also understand and agree that the Service may include certain
communications from Citysquares, such as service announcements, administrative
messages and the Citysquares Newsletter. You understand and agree that these
communications are considered part of Citysquares membership and, with the
exception of the Newsletter, you will not be able to opt out of receiving them while you have a Citysquares account.” Citysquares may, at its option, provide
you with notices, either by email, regular mail, or postings on the Service. If
you desire to withdraw your consent to receive any such communication, you must
immediately discontinue your use of this Service and delete your Citysquares
account.



You are solely responsible for obtaining access to the Service and that access
may involve third party fees (such as Internet service provider or airtime
charges). You are solely responsible for those fees, including those fees
associated with the display or delivery of advertisements. In addition, you
must provide and are solely responsible for all equipment necessary to access
the Service.

3. YOUR
REGISTRATION OBLIGATIONS

In
consideration of your use of the Service, you represent and warrant you are of
legal age to form a binding contract and are not a person barred from receiving
services under the laws of the United States or any other jurisdiction. You
also agree to: (i) provide true, accurate, current and complete information
about yourself as prompted by the Service's registration form (such information
being the "Registration Data") and (ii) maintain and promptly update
the Registration Data to keep it true, accurate, current and complete. If you
provide any information that is untrue, inaccurate, not current, or incomplete,
or if Citysquares has reasonable grounds to suspect that such information is
untrue, inaccurate, not current or incomplete, Citysquares has the right to
suspend or terminate your account and refuse any and all current or future use
of the Service (or any portion thereof).



Citysquares is concerned about the safety and privacy of all its users,
particularly children. When you create a Citysquares account and add your child
to the account, you certify that you are at least 18 years old and that you are
the parent or legal guardian of the child/children listed on the Citysquares
account. By adding a child to your Citysquares account, you also give your
child permission to access many of the Services including, but not limited to
email, message boards, and instant messaging (among others). Please remember
that the Service is designed to appeal to a broad audience. Accordingly, as the
parent or legal guardian, it is your sole responsibility to determine whether
any of the Services and/or Content (as defined below) are appropriate for your
child.

4. CITYSQUARES
PRIVACY POLICY

Registration
Data and certain other information about you is subject to our Privacy Policy.
For more information, see our full Privacy Policy at href="http://www.citysquares.com/privacy">http://www.citysquares.com/privacy.
You understand through your use of the Service you consent to the collection
and use (as set forth in the Privacy Policy) of this information, including the
transfer of this information to the United States and/or other countries for
storage, processing, and use by Citysquares and its advertisers and business
affiliates.

5. YOUR ACCOUNT,
PASSWORD AND SECURITY

You will
receive a password and account designation upon completing the Service's
registration process. You are solely responsible for maintaining the
confidentiality of your password and account, and are solely responsible for
all activities that occur under your password or account. You agree to (i)
immediately notify Citysquares of any unauthorized use of your password,
account designation or any breach of security or this Agreement, and (ii) assume
sole responsibility for ensuring that you exit from your account at the end of
each session. In no event shall Citysquares be liable for any loss or damage
arising from your failure to comply with this Agreement.

6. YOUR CONDUCT

You understand
that all information, including without limitation, all data, text, software,
music, sound, photographs, graphics, video, messages or other materials
(collectively "Content"), whether publicly posted or privately
transmitted, are the sole responsibility of the person from which such Content
originated. This means that you, and not Citysquares, are solely responsible
for all Content you upload, post, email, transmit or otherwise make available via
the Service. Except otherwise specified in this Agreement, you do not receive
any license, right or ownership right to any Content not created by you.

You agree to
not use the Service to:

upload, post,
email, transmit or otherwise make available any Content that is unlawful,
harmful, threatening, abusive, harassing, tortious, defamatory, vulgar,
obscene, pornographic, libelous, invasive of another's privacy, hateful, or
racially, ethnically or otherwise objectionable or illegal;

contribute to the
harm or detriment of any minor;

impersonate any
person or entity, including, but not limited to, a Citysquares employee or
agent, forum leader, guide or host, or falsely state or otherwise misrepresent
your affiliation with a person or entity;

forge headers
or otherwise manipulate identifiers in order to disguise the origin of any
Content transmitted through the Service;

upload, post,
email, transmit or otherwise make available or use any Content you do not have
a right to make available under any law or under contractual or fiduciary
relationships ( including, but not limited to, inside information, proprietary
and confidential information learned or disclosed as part of employment
relationships or under nondisclosure agreements);

upload, post,
email, transmit or otherwise make available or use any Content that infringes
any patent, trademark, trade secret, copyright or any other proprietary or
intellectual property right ("Rights");

upload, post,
email, transmit or otherwise make available any unsolicited or unauthorized
advertising, promotional materials, "junk mail," "spam,"
"chain letters," "pyramid schemes," or any other form of
solicitation, except in those areas (such as shopping rooms) that are
designated for such purpose;

upload, post,
email, transmit or otherwise make available any material that contains any
software virus, any other malicious data or computer code, file or program
designed to interrupt, destroy, limit or otherwise interfere with the
performance or functionality of any computer software, hardware, telecommunication
equipment, or the property of any person;

disrupt the
normal flow of dialogue, cause a screen to "scroll" faster than other
users of the Service are able to type, or otherwise act in a manner that negatively
affects other users' ability to engage in real time exchanges;

interfere with
or disrupt the Service, computer server or network connected to the Service, or
disobey any requirement, procedure, policy or regulation of any network
connected to the Service;

violate any
applicable local, state, national or international law, including, but not
limited to, U.S. export laws and regulations, any rule or regulation of the U.S.
Securities and Exchange Commission, or any rule or regulation of any national
or other securities exchange, including, without limitation, the European
Union, New York Stock Exchange, the American Stock Exchange or the NASDAQ;

provide
material support or resources (or conceal or disguise the nature, location,
source, or ownership of material support or resources) to any organization(s)
designated by the United States government as a foreign terrorist organization
pursuant to section 219 of the Immigration and Nationality Act or any other
law;

"stalk"
or otherwise harass another;

collect or
store personal data about other users, and;

unless you
enter into a separate agreement with Citysquares, use this Service to
advertise, market or sell any product or service.

You
acknowledge, consent and agree Citysquares may access, preserve, and disclose
your account information and Content if required to do so by law or on good
faith belief that any such access, preservation, or disclosure is reasonably necessary
to: (i) comply with any legal process; (ii) enforce this Agreement; (iii)
respond to any claim that any Content violates the right of any third party; (iv)
respond to your requests for customer service; or (v) protect any right,
property, or business interest of Citysquares, its advertisers, users or the
public.

You understand
the Service may include security components that permit digital materials to be
protected, and use of these security components is subject to usage rules set
by Citysquares and/or content providers to the Service. You may not attempt to
override, disable, modify or circumvent any of the usage rules embedded in the
Service.

7. INTERNATIONAL

Recognizing the
global nature of the Internet, you agree to comply with all governmental and
international laws, rules and regulations, including, but not limited to, any
law regarding Internet conduct, privacy, or acceptable Content, and European
Union Directives.

8. CONTENT
SUBMITTED OR MADE AVAILABLE

Citysquares
does not control the Content posted on the Service, guarantee the accuracy,
integrity or quality of any Content, or endorse any Content. You agree and
acknowledge that by using the Service, you may be exposed to Content that you
believe is offensive, indecent or objectionable. Under no circumstances will
Citysquares be liable in any way for any Content, including, but not limited
to, for any errors or omissions in any Content, or for any loss or damage of
any kind incurred as a result of your use of any Content made available via the
Service.



You agree and acknowledge Citysquares does not pre-screen Content, but
Citysquares has the right (but not the obligation) in its sole discretion to
pre-screen, refuse, or move any Content on the Service. Without limiting the
foregoing, Citysquares shall have the right to remove any Content that violates
this Agreement or is otherwise, in Citysquares’ sole discretion, offensive,
illegal or objectionable. You agree and acknowledge you are solely responsible
for evaluating, and bear all risks associated with, the use of any Content,
including any reliance on the accuracy, completeness, or usefulness of such
Content. You further agree and acknowledge you should not rely on any Content
created by Citysquares or submitted to Citysquares, including without
limitation information in Citysquares Message Boards, and in all other parts of
the Service.

Citysquares does not claim ownership of data you submit or make available for
inclusion on the Service. For any Content you submit or make available on the
Service, you hereby grant Citysquares an irrevocable, world-wide, royalty free,
perpetual, and non-exclusive right and license(s), to use, display, modify,
distribute, reproduce, adapt, publicly perform or publicly display any and all
such Content as Citysquares deems fit.

9. INDEMNITY

You unconditionally
represent, warrant, and covenant to indemnify, defend, and hold harmless Citysquares,
and its subsidiaries, affiliates, officers, directors, employees, suppliers,
agents, advertisers, and co-branders, from any lawsuit, claim, demand or judgment,
including reasonable attorneys' fees, made by any third party as a result of or
arising out of any Content you submit, post, transmit or make available through
the Service, your use of the Service, your network connection to the Service,
any violation by you of this Agreement, or any violation by you of any other
party’s right.

10. NO RESALE OF
SERVICE

You agree not
to reproduce, duplicate, copy, sell, trade, resell or exploit for any purpose,
any of the Service, in whole or in part, (including your Citysquares I.D.), use
of the Service, or access to the Service.

11. NO COMMERCIAL
USE OF INFORMATION GATHERED FROM CITYSQUARES

You agree that
you will not use, copy, modify, display, or create derivative works from
information gathered from CitySquares by any means for any commercial use or
other unauthorized use. You agree that you will not use any robot, spider,
other automated device, or manual process to gather information from
CitySquares for any commercial use or for any other unauthorized use. You agree
that, by using a robot, spider, automated device, or manual process to access
the CitySquares website, you accept this Terms of Use Agreement.

12. GENERAL
PRACTICES REGARDING USE AND STORAGE

You acknowledge
that Citysquares may establish general practices and limits concerning use of
the Service, including without limitation the maximum number of days that email
messages, message board postings or other uploaded Content will be retained by
the Service, the maximum number of email messages that may be sent from or
received by an account on the Service, the maximum size of any email message
that may be sent from or received by an account on the Service, the maximum
disk space that will be allotted on Citysquares' servers on your behalf, and
the maximum number of times (and the maximum duration for which) you may access
the Service in a given period of time. You agree that Citysquares has no
responsibility or liability for the deletion or failure to store any messages
and other communications or other Content maintained or transmitted by the
Service. You acknowledge that Citysquares reserves the right to delete any
account that is inactive for an extended period of time. You further
acknowledge that Citysquares reserves the right to modify general practices and
limits from time to time without notice to you.

13. MODIFICATION OF
SERVICE

Citysquares
reserves the right at any time and from time to time to modify or discontinue,
temporarily or permanently, the Service (or any part thereof) without notice.
You agree that Citysquares shall not be liable to you for any modification,
suspension or discontinuance of any Service or part thereof.

14. SUSPENSION AND
TERMINATION

You agree and
acknowledge Citysquares may, without notice, suspend or terminate your
Citysquares account, any associated email address, and your access to the
Service. Cause for any such suspension or termination shall include, but not be
limited to, (i) any breach or violation of this Agreement, (ii) requests by law
enforcement or other government agencies, (iii) a request by you
(self-initiated account deletions), (iv) discontinuance or material
modification to the Service (or any part thereof), (v) unexpected technical or
security issues or problems, (vi) extended periods of inactivity, (vii) your
engagement in any fraudulent or illegal activity, and/or (viii) nonpayment of
any fees owed by you in connection with the Service. Suspension or termination
of your Citysquares account includes (i) removal of access to all offerings
within the Service, including but not limited to Citysquares directories,
classifieds, mail, personals, marketplace, message boards, alerts and games, (ii)
deletion of your password and all related information, files and content
associated with or inside your account (or any part thereof), and (iii) discontinuance
of your use of the Service. You agree any suspension or termination shall be
made in Citysquares’ sole discretion and Citysquares shall not be liable to you
or any third-party for any suspension or termination of your account, any
associated email address, or access to the Service.

15. DEALINGS WITH
ADVERTISERS AND THIRD PARTIES

Your contact, correspondence
or business dealings with any advertiser or any third party found on or through
the Service, including without limitation payment and delivery of related goods
or services, and any other terms, conditions, warranties or representations
associated with any such dealing, are solely between you and the advertiser or
third party. You agree that Citysquares shall not be responsible or liable for
any loss or damage of any sort resulting from or related to any such contact,
correspondence, or business dealings.

16. LINKS

The Service may
provide, or third parties may provide, links to other World Wide Web sites or
resources. Because Citysquares has no control over such sites and resources,
you acknowledge and agree that Citysquares is not responsible for any such
link, external site or resource, and does not endorse and is not responsible or
liable for any content, advertising, products, or other materials on or
available from such link, external site or resource. You further acknowledge
and agree that Citysquares shall not be responsible or liable, directly or
indirectly, for any damage, loss, or harm caused or alleged to be caused by or
in connection with use of or reliance on any such content, advertising,
products, or other materials available on or through any such link, external site
or resource.

17. CITYSQUARES'
PROPRIETARY RIGHTS

You acknowledge
and agree that the Service and any necessary software used in connection with
the Service ("Software") contain proprietary and confidential
information that is protected by intellectual property rights and other laws.
You further acknowledge and agree that Content contained in advertisements or
information presented to you through the Service or advertisers is protected by
copyrights, trademarks, service marks, patents or other proprietary or
intellectual rights and laws.

Citysquares
grants you a personal, non-transferable, non-exclusive, revocable right and
license to use the Software on a single computer; provided that you do not (and
do not allow any third party to) copy, modify, create a derivative work of,
reverse engineer, reverse assemble or otherwise attempt to discover any source
code, or sell, assign, sublicense, grant a security interest in or otherwise
transfer any right in the Software. You agree not to modify the Software in any
manner or form or to use modified versions of the Software, including without
limitation for the purpose of obtaining unauthorized access to the Service. You
agree not to access the Service by any means other than through the interface
or Software that is provided by Citysquares for use in accessing the Service.

18. DISCLAIMER OF
WARRANTIES

YOU EXPRESSLY
AGREE AND ACKNOWLEDGE YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE
IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
CITYSQUARES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

CITYSQUARES DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT (i) THE SERVICE
WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, (iii) THE INFORMATION OR RESULTS OBTAINED FROM THE
SERVICE WILL BE ACCURATE, COMPLETE OR RELIABLE, (iv) THE QUALITY OF ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE SERVICE
WILL BE CORRECTED, OR (vi) ANY ADVICE, INFORMATION, SERVICE OR GOOD ADVERTISED
IN, OFFERED BY OR RECEIVED FROM THE SERVICE OR ANY LINK PROVIDED BY THE SERVICE
IS COMPLETE, ACCURATE, RELIABLE OR ERROR-FREE.

ANY MATERIAL DOWNLOADED, OTHERWISE OBTAINED OR USED THROUGH THE SERVICE IS DONE
AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE,
LOSS OR HARM RELATING TO OR RESULTING FROM YOUR USE OF THE SERVICE, INCLUDING,
BUT NOT LIMITED TO ANY HARM, DAMAGE, LOSS OR INJURY TO YOUR COMPUTER SYSTEM,
NETWORK, OR OTHER PROPERTY, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR
USE OF THE SERVICE.

19. LIMITATION OF
LIABILITY

YOU
UNCONDITIONALLY AGREE AND ACKNOWLEDGE THAT IN NO EVENT SHALL CITYSQUARES BE
LIABLE FOR ANY DIRECT LOSS, DAMAGE OR INJURY WHETHER THE LOSS, DAMAGE OR INJURY
IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY LAW, OR OTHER THEORY, EVEN
IF CITYSQUARES HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS, DAMAGE OR
INJURY, INCLUDING WITHOUT LIMITATION, ANY LOSS, DAMAGE OR INJURY RESULTING
FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA,
INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR
TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) ANY STATEMENT OR
CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (v) YOUR RELIANCE ON THE SERVICE OR
(vi) ANY OTHER MATTER RELATING TO THE SERVICE.

20. EXCLUSION OF
DAMAGES

IN NO EVENT
SHALL CITYSQUARES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGE, WHETHER THE ALLEGED DAMAGE IS BASED ON CONTRACT, TORT, NEGLIGENCE, OR
STRICT LIABILITY LAW, INCLUDING, WITHOUT LIMITATION, (i) THE USE OR THE
INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS
AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED
OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM
THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS
OR DATA; (iv) ANY STATEMENT OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (v)
YOUR RELIANCE ON THE SERVICE OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE
EVEN IF CITYSQUARES HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS,
DAMAGE OR INJURY.

IN NO EVENT
SHALL CITYSQUARES’ AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE OF ANY NATURE,
WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO
CITYSQUARES FOR THE SERVICE GIVING RISE TO THE CLAIM FOR THE ONE (1) YEAR
PERIOD OF TIME IMMEDIATELY PRECEDING THE DATE CITYSQUARES IS GIVEN WRITTEN
NOTICE OF ANY CLAIM.

21. EXCLUSIONS AND
LIMITATIONS

SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR DAMAGES. ACCORDINGLY, SOME OF
THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT
PROHIBITED BY LAW.

22. SERVICES
RELATING TO FINANCIAL MATTERS

No Content
included in the Service is intended for any type of stock, bond or securities trading
or any other financial or investment purposes. Citysquares shall not be
responsible or liable for the accuracy, usefulness or availability of any
information transmitted or made available via the Service, and shall not be
responsible or liable for any trading or investment decisions made based on
such information. Any advice contained in any Service regarding tax matters was
not intended or written to be used, and it cannot be used by any taxpayer, for
the purpose of avoiding penalties that may be imposed on the taxpayer.

23. NO THIRD PARTY
BENEFICIARIES

You agree you
shall not have any third party beneficiary to this Agreement.

24. TRADEMARKS

CITYSQUARES,
Citysquares logo, CITYSQUARES.COM, SQUAREBUCK SQUARE BUCK, LIVING SQUARED,
STARVING ARTISTS, SQUARED MAIL, SQUAREMAIL, SQUARE MAIL, CITYSQUARES GROUPS,
YOUR NEIGHBORHOOD, ONLINE, GET SQUARED, BE THERE AND BE SQUARED and all other
design marks and slogans are trademarks, service marks, or intellectual
property of Citysquares ("Citysquares Marks"). All other product and
service marks contained in the Service are the trademark, service mark or
intellectual property of their respective owner. You may not use any
Citysquares Mark or any third party trademark, service mark or intellectual
property without the prior written consent of Citysquares or the applicable
owner.

25. INTELLECTUAL
PROPERTY INFRINGEMENT

Citysquares
respects the intellectual property of others, and we require our users to do
the same. Citysquares may, in appropriate circumstances and at its discretion,
disable and/or terminate the accounts of any user that infringes or threatens
to infringe upon any intellectual property right. If you believe that your work
has been copied in a way that constitutes copyright infringement, or that your
intellectual property rights have been otherwise violated, please mail a signed
hardcopy letter to Citysquares' Copyright Agent at the address listed below
with the following information: (i) your name, address, telephone number, and
email address; (ii) a description of the copyrighted work or other intellectual
property you claim has been infringed; (iii) a description of the material you
claim is infringing, including its location on the Service; (iv) a statement
that you have a good faith belief that use of the material in the manner
complained of is not authorized by the copyright owner, its agent, or the law;
and (v) a statement that the information in your letter is accurate, and under
penalty of perjury, that you are authorized
to act on behalf of the owner of an exclusive right that is allegedly
infringed.

Any notice or
claim of a copyright or other intellectual property infringement should be mailed
to:

Copyright
Office

Citysquares Online, Inc.

411A Highland Ave

Suite 368

Somerville, MA 02144

26. ABOUT THIS
AGREEMENT

This Agreement
is the complete and exclusive agreement between Citysquares and you regarding
this subject matter and supersedes all prior agreements and all communications,
whether written or oral, between the parties. This Agreement may be amended,
changed, or revised by Citysquares without notice. Any such amendment, change
or revision will be posted on this web site by Citysquares. You agree to
monitor this web site for any amendment, change or revision, and to be bound by
any such amendment, change or revision.You may not assign or transfer this
Agreement, in whole or in part, without the prior written consent of
Citysquares. A waiver of any violation or failure to enforce any provision of
this Agreement by Citysquares shall not constitute a waiver of any rights with
respect to this Agreement.

The validity,
construction, interpretation, and performance of this Agreement shall be
governed and construed by the laws of the Commonwealth of Massachusetts,
exclusive of its rules regarding conflicts of law. Any suit or cause of action
with respect to this Agreement may only be brought in the Commonwealth of
Massachusetts. The United Nations Convention for the Sale of Goods shall not
apply to this Agreement. English shall be the governing language of this
Agreement.

All terms and
conditions of this Agreement are severable. If any term or provision, or any
portion thereof, of this Agreement is held to be invalid, illegal or
unenforceable, the remaining portions shall not be affected.

Section headings
are intended for convenience only and shall not be used in the interpretation
of this Agreement.

You agree any
claim or cause of action you may have arising out of this Agreement or related
to use of the Service must be filed within one (1) year after the date of the
damage, loss or injury giving rise to any such claim or cause of action or your
claim or cause of action will be forever barred.

In no event
shall Citysquares be liable to you or any other party for any damage, loss, or
injury beyond the reasonable control of Citysquares, including, without
limitation, any strike, stoppage in labor, riot, fire, flood, ice, invasion,
civil war, insurrection, blockades, embargoes, sabotage, epidemics, explosions,
military or usurped power, order of any court granted in any bona fide adverse
legal proceeding or action, or order of any civil or military authority, including
orders of governmental and administrative agencies which conflict with the
terms of this Agreement, or acts of God or public enemies.

Sections 6
through 25 and all other provisions which by their nature may reasonably be
interpreted to survive the expiration or termination of this Agreement shall
survive any expiration or termination of this Agreement.

27. VIOLATIONS

Please report
any violation of this Agreement to our Customer Care group by writing to

Citysquares
Online, Inc.

411A Highland Ave

Suite 368

Somerville, MA 02144

customer_care@citysquares.com.

Last revised 7/29/2008
5:01 PM.