NEUMATE TERMS OF SERVICE AND USE AGREEMENT

Updated: November 30, 2012

Neumate.com is a service for single adults to meet each other online, operated by Neumate, L.L.C. ("Neumate.com"). By using the Neumate.com Website, (the "Website") you agree to be bound by these Terms of Service and Use Agreement (this "Agreement"), whether or not you register as a member of Neumate.com ("Member"). If you wish to become a Member and make use of the Neumate.com service (the "Service"), please read these Terms of Service and Use Agreement. If you object to anything in this Agreement or the Neumate.com Privacy Policy, do not use the Website or the Service. The Terms of Service and Use Agreement is subject to change by Neumate.com at any time, effective upon posting on the Neumate.com website, and your use of the Service after such posting will constitute acceptance by you of such changes.

  1. Acceptance of Terms of Service and Use Agreement.
    1. Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Website and your membership in the Service. This Agreement may be modified by Neumate.com from time to time, such modifications to be effective upon posting by Neumate.com on the Website. This Agreement includes Neumate.com's Acceptable Use Policy for Content Posted on the Website, Neumate.com's Privacy Policy, Neumate.com's subscription and payment policies and any notices regarding the Website. By accessing the Website or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
    2. Electronic Form. By accessing the Website or becoming a Member, you consent to have this Agreement provided to you in electronic form.
    3. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You may print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program. Via, the Website, we will notify you of any changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain this electronic Agreement.
  2. Eligibility.
    1. Minimum Age. You must be at least eighteen (18) years old to use the Website or to register for the Service. By using the Website, you represent and warrant that you are at least 18 years old and you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
    2. Criminal History. By requesting to use, registering to use, and/or using the Service, you represent and warrant that you have never been convicted of a felony and/or are not required to register as a sex offender with any government entity. NEUMATE, LLC DOES NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND SCREENINGS ON ITS MEMBERS. However, Neumate reserves the right to conduct any criminal background check, at any time and using available public records, to confirm your compliance with this subsection. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU HEREBY AUTHORIZE ANY SUCH CHECK.
  3. Membership, Pricing and Tokens.

    Members can purchase subscriptions and/or Tokens to access Neumate's Premium Features. Subscriptions of one (1), three (3), six (6), and twelve (12) month subscriptions are available, and Tokens offer a pay-by-the day membership option that can also be "gifted" to another member or a non-member being invited to Neumate. Each Neumate Token can be activated at any time and provides 24 hours of premium access to the site.

    Neumate Tokens hold no monetary value and cannot be refunded, exchanged for cash, bought, sold, or transferred to other members, except through authorized means, such as gifting or attaching a Token to an invitation to join the Website. Once a Token has been gifted to another member, that Token can be kept by that member or gifted back; after that, no Token exchange is possible between those two member accounts.

  4. Term.

    This Agreement will remain in full force and effect while you use the Website and/or are a Member. You may terminate your membership at any time, for any reason, by following the instructions on the Account Settings page. Neumate.com reserves the right to terminate your membership without notice. If Neumate.com terminates your membership in the Service because you have breached this Agreement, you will forfeit all remaining subscription and Tokens in your account. All decisions regarding the termination of accounts shall be made in the sole discretion of Neumate.com. Neumate.com is not required to provide you notice prior to terminating your membership and/or subscription. Neumate.com is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

  5. Non-commercial Use by Members.

    The Website is for the personal use of individual Members only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members and should not use the Service or the Website for any purpose. Illegal and/or unauthorized uses of the Website, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Website is with the permission of Neumate.com, which may be revoked at any time, for any reason, in Neumate.com's sole discretion.

  6. Account Security.

    You are responsible for maintaining the confidentiality of the username and password that you designate during the Registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Neumate.com of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Neumate.com will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information

  7. YOUR INTERACTIONS WITH OTHER MEMBERS.

    YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT NEUMATE.COM DOES NOT IN ANY WAY SCREEN ITS MEMBERS, NOR DOES NEUMATE.COM INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. NEUMATE.COM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. IN NO EVENT SHALL NEUMATE.COM BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THIS SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU UNDERSTAND THAT NEUMATE.COM MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE COMPATIBILITY WITH INDIVIDUALS YOU MEET THROUGH THE SERVICE. YOU SHOULD NOT PROVIDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO OTHER MEMBERS.

  8. Content on Neumate.com.
    1. Proprietary Rights. Neumate.com owns and retains all proprietary rights in the Website and the Service. The Website contains the copyrighted material, trademarks, and other proprietary information of Neumate.com, and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
    2. Reliance on Content, Advice, Etc. Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by Neumate.com, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Neumate.com does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Website. Under no circumstances will Neumate.com or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website or transmitted to or by any Members.
  9. Content Posted by You on Neumate.com.
    1. You are solely responsible for the Content that you publish or display (hereinafter, "post") on the Service, or transmit to other Members. You will not post on the Service, or transmit to other Members, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to the Company or to any other Member. If information provided to Neumate.com, or another Member, subsequently becomes inaccurate, misleading or false, you will promptly notify Neumate.com of such change.
    2. You understand and agree that Neumate.com may review and delete any content, messages, forum posts, instant messenger conversations, comments, photos, events, groups or profiles (collectively, "Content"), in each case in whole or in part, that in the sole judgment of Neumate.com violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members.
    3. By posting Content to any public area of Neumate.com, you automatically grant, and you represent and warrant that you have the right to grant, to Neumate.com, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing. You further represent and warrant that public posting and use of your content by Neumate.com will not infringe or violate the rights of any third party.
    4. The following is a partial list of the kind of Content that is illegal or prohibited on the Website. Neumate.com 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 Service and terminating the membership of such violators. It includes, but is not limited to, Content that:
      • is patently offensive to the online community, such as Content 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 "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
      • promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
      • promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
      • contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page); provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
      • provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
      • solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
      • and engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
    5. Your use of the Service, including but not limited to the Content you post on the Service, must be in accordance with any and all applicable laws and regulations.
    6. You may not include in your Member profile any telephone numbers, street addresses, last names, URLs or email addresses.
    7. You may not engage in advertising to, or solicitation of, other Members. This includes but is not limited to solicitation or advertising to buy or sell any products or services through the Service or to attend parties or other social functions or networking for commercial purposes. You may not transmit any chain letters or junk email to other Members. Although Neumate.com cannot monitor the conduct of its Members off the Website, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, we reserve the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which we deem appropriate in our sole discretion.
    8. All information you include in your Member profile must be accurate, current and complete.
  10. Prohibited Activities.

    Neumate.com reserves the right to investigate and terminate your membership if you have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to the Service:

    • You will not impersonate any person or entity.
    • You will not "stalk" or otherwise harass any person.
    • You will not express or imply that any statements you make are endorsed by Neumate.com without our specific prior written consent.
    • You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
    • You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
    • You will not remove any copyright, trademark or other proprietary rights notices contained in the Service.
    • You will not interfere with or disrupt the Services or the site or the servers or networks connected to the Services or the site.
    • You will not post, email or otherwise transmit any material that contains 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.
    • You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.
    • You will not "frame" or "mirror" any part of the Service or the Website, without Neumate.com's prior written authorization. You also shall not use meta tags or code or other devices containing any reference to Neumate.com or the Service or the site in order to direct any person to any other web site for any purpose.
    • You will not modify, adapt, sub license, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Website or any software used on or for the Service or cause others to do so.
  11. Customer Service.

    Neumate.com provides assistance and guidance through its customer care representatives. When communicating with our customer care representatives, you may not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees.

  12. Charges on Your Billing Account.
    1. General. Neumate.com bills you through an online account (your "Billing Account") for use of the Service. You agree to pay Neumate.com all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize Neumate.com to charge your chosen payment provider (your "Payment Method") for the Service. You agree to make payment using that selected Payment Method. Neumate.com reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
    2. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY NEUMATE.COM IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS.
    3. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method (the "Payment Method Provider"). If Neumate.com does not receive payment from your Payment Method Provider, you agree to pay all amounts due on your Billing Account upon demand.
    4. Auto-renewal Subscriptions. Neumate offers an auto-renewal option for subscriptions, but members must opt-in during the initial purchase or by selecting auto-renewal on their payment information page. Whether automatic or user-initiated, each renewal comes with the specified number of free Neumate Tokens for that subscription package.
    5. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Neumate.com is authorized to charge your Payment Method. Neumate.com may submit those charges for payment and you will be responsible for such charges. This does not waive Neumate.com's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
  13. Modifications to Service.

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

  14. Blocking of IP Addresses.

    In order to protect the integrity of the Service, Neumate.com reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Website.

  15. Copyright Policy.

    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. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Neumate.com's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Neumate, LLC. 5271 Memorial Drive Suite 107, Houston, TX 77007.

  16. Member Disputes.

    You are solely responsible for your interactions with other Neumate.com Members. Neumate.com reserves the right, but has no obligation, to monitor disputes between you and other Members.

  17. Privacy.

    Use of the Website and/or the Service is also governed by our Privacy Policy.

  18. Disclaimers.

    Neumate.com is not responsible for any incorrect or inaccurate Content posted on the Website or in connection with the Service, whether caused by users of the Website, Members or by any of the equipment or programming associated with or utilized in the Service. Neumate.com is not responsible for the conduct, whether online or offline, of any user of the Website or Member of the Service. Neumate.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. Neumate.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Website or combination thereof, including injury or damage to users and/or Members or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will Neumate.com or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website or the Service, any Content posted on the Website or transmitted to Members, or any interactions between users of the Website, whether online or offline. The Website and the Service are provided "AS-IS" and Neumate.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Neumate.com cannot guarantee and does not promise any specific results from use of the Website and/or the Service.

    In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Website is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Neumate.com makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

  19. Links.

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

  20. Limitation on Liability.

    Except in jurisdictions where such provisions are restricted, in no event will Neumate.com be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising from your use of the Web site or the Service, even if Neumate.com has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Neumate.com's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to Neumate.com for the Service during the term of membership.

  21. U.S. Export Controls.

    Software from this Website (the "Software") is further subject to United States export controls. No Software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

  22. Jurisdiction and Choice of Law.

    If there is any dispute arising out of the Website and/or the Service, by using the Website, you expressly agree that any such dispute shall be governed by the laws of the State of Texas, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Texas, in Harris County, for the resolution of any such dispute.

  23. Indemnity by You.

    You agree to indemnify and hold Neumate.com, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.

  24. No Third Party Beneficiaries.

    You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

  25. Other. This Agreement contains the entire agreement between you and Neumate, LLC regarding the use of the Website and/or the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

    Please contact us with any questions regarding this agreement.

    NEUMATE, LLC DOES NOT CONDUCT BACKGROUND CHECKS ON THE MEMBERS OR SUBSCRIBERS OF THIS WEBSITE.

    I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.