TERMS OF USE AGREEMENT

This page sets forth the Terms of Use ("Terms") under which You may use www.townzs.com ("townzs") a website created and managed by goodideazs, LLC ("goodideazs") to introduce and promote your art, business service, restaurant, event or organization. townzs offers a global platform for building local community and name recognition. townzs features a platform for buyers and sellers of real property, artists, craftsman, professionals and service providers to promote themselves and their businesses, and to build community. townzs allows Users to post information, and the on-line public to easily access that information regarding the Users' businesses, products, services or events ("Posting"). The Postings must be of sufficient aesthetic and presentation quality to maintain the superior impression and ease of use the townzs website (the "Site") seeks to achieve.

If You do not accept the Terms stated here, do not use townzs. goodideazs may revise these terms at any time by posting an updated version to this web page. Accordingly, please visit this page periodically to review the most current terms because they are binding on you. The terms "You" and "User" as used herein refer to all individuals and or/entities accessing townzs for any reason. The terms "Post" and "Posting" as used herein shall mean information, drawings, artwork, photographs, and designs that You submit, publish or display on townzs.

1. Eligibility: You must be eighteen of age or older or the age of majority as that is defined in your jurisdiction, which ever is older to visit or use townzs in any manner. By visiting townzs or accepting these Terms, you represent and warrant to townzs that you have reached the age of majority in your jurisdiction, and that you have the right, authority, and capacity to agree to and abide by these Terms. You also represent and warrant to goodideazs that you will use townzs in a manner consistent with any and all applicable laws and regulations.
2. Use of townzs Content: goodideazs authorizes you to view and access townzs Postings solely for your personal use. The contents of townzs, such as text, graphics, images, logos, button icons, software ("townzs Content") are protected under both United States and foreign copyright, trademark and other laws. All townzs Content is the property of goodideazs or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly of all content on townzs) is the exclusive property of goodideazs and its clients, and is protected by United States and foreign copyright, trademark and other laws. Unauthorized use of the townzs Content may violate these laws and is strictly prohibited. You must retain all copyright, trademark, service mark and other propriety notices contained in the original townzs Content on any authorized copy you make of the townzs Content.

   You agree not to sell or modify the townzs Content or reproduce, display, publicly perform, distribute or otherwise use the townzs Content in anyway for any public or commercial purpose not authorized by the townzs User. You agree not to include information in any Postings that is likely to cause confusion among customers, that disparages or discredits townzs, goodideazs or its clients, that dilutes the strength of townzs or goodideazs' client property or that otherwise infringes townzs' or goodideazs' clients' intellectual property rights. You further agree to in no other way misuse townzs Content that appears on this Site. Use of the townzs Content on any other Website or in a networked computer environment for any purpose is prohibited, except by the authorized posting party of the townzs post.

3. townzs Site Restrictions: Users may not use the townzs Site in order to transmit, post, distribute, sell, store, or destroy material, including without limitation, townzs content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful. goodideazs reserves the right to remove any content from the townzs Site because the content is of inferior aesthetic quality in goodideazs' sole unfettered judgment. If goodideazs removes a User's Posting from the Site, goodideazs will refund any applicable annual or monthly fee which the user has paid goodideazs for the year or month during which the removal takes place.

   Users are also prohibited from violating or attempting to violate the security of the townzs Site. Prohibited activates include but are not limited to (a) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any User, host or network, including, without limitation, by submitting a virus to the townzs site, overloading, "flooding", "spaming", "mail bombing", or "crashing"; or (d) forging any TCP/IP packet header or any part of the header information in any email or news group posting. Violations of system or network security may result in civil and/or criminal liability. townzs will investigate occurrences which may involve such violations and may involve and cooperate with law enforcement authorities and prosecuting Users who are involved in such violations.

4. Specific Prohibited Uses: townzs is intended to present a consistent and universal platform for every town in the United States, and ultimately the world, on which to exhibit and market services within each town, with the goal of building the community both locally, regionally and globally. townzs seeks to avoid the presentation of visual pollution, unpleasant or ostentatious advertisements, banners, and pop-ups. The goal is a site that is easy to use and to navigate, which makes the user comfortable in entering and returning to.

   goodideazs prohibits the use of townzs in a manner inconsistent with the goals stated above. All users agree not to do any of the following:

   1. Post content that contains hyper-links (hidden) key words or key words that are irrelevant to the User's product, service or business, or are otherwise misleading;
   2. Post on townzs any franchise, pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an upfront or periodic payment.
   3. Send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of products or services to a User of the townzs Site;
   4. Delete or revise any material posted by any other person or entity;
   5. Take any action or imposes an unreasonable or disproportionately large load on the townzs Site's infrastructure;
   6. Notwithstanding anything to the contrary contained herein, use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the townzs Site other than the search engine and search agent available from townzs on the townzs site and other than generally available third party web-browsers (e.g. Internet Explorer);
   7. Decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the townzs site;
   8. Aggregate, copy or duplicate in any manner any of the townzs content or information available from the townzs site without express written consent from goodideazs.
   goodideazs does not necessarily monitor any material posted, transmitted, or communicated to or within the Site. If you believe that something on the site violates these Terms, please contact goodideazs in the manner indicated below.

   If notified by a User of User content or other material which allegedly do not conform to these Terms, goodideazs may in its sole discretion investigate the allegation and determine whether to take any other actions, and whether to remove or request the removal of the User content. goodideazs has no liability or responsibility to Users for performance or non-performance of such activities.

5. Registration Information: When you register with townzs you will be asked to create a Personal townzs account or another account and provide certain information including, without limitation, a valid email address (your "Information"). Information you submit will be used in accordance with goodideazs privacy statement.

   goodideazs reserves the right to offer third party services and products to you based on the preferences that you identify in your registration and that at any time thereafter such offers may be made by goodideazs or by third parties. Please see goodideazs Privacy Statement the terms of which are incorporated herein and by reference, for further details regarding your Information.

6. Without limiting any of the other disclaimers of warranty set forth in these Terms, goodideazs does not provide or make any representation as to the quality or nature of any of the third party products or services purchased through townzs, or any other representation, warranty or guarantee. Any such undertaking, representation, warranty or guarantee would be furnished solely by the provider of such third party products or services, under the terms agreed to by the provider.

   You understand and acknowledge that you have no ownership rights in your personal townzs Account, and that if you cancel your personal townzs Account all of your account information from townzs will be marked as deleted in townzs data bases and will removed from any public area of the townzs Site. Information may continue to be available for some period-of-time because of delays in propagating such deletion through townzs web servers. In addition, third parties may retain copies of your information.

7. User Content and Submissions: You are solely responsible for your personal townzs account information, postings on townzs, content (including, without limitation works in any form, media or technology) whether now known or later developed (messages, audio, video, photos, text, images, compilations, or other information: "User Content") that you post on the townzs Site or transmit to other Users. You agree that in submitting User Content or otherwise using the townzs site that you will not impersonate any person, or submit any materials to townzs that are false, inaccurate, misleading, unlawful or otherwise in violation of your obligation under these Terms.

   By posting user content to any public area of the townzs Site, you automatically grant to goodideazs and its affiliates an irrevocable, royalty-free perpetual, fully paid non-exclusive right, including moral rights (and world wide license to use, copy reproduce, modify, adapt, publish, translate, communicate to the public, perform, display, and distribute such user content in whole or in part) to prepare derivative works of, or incorporate into other works (in any form, media or technology now known or later developed for the full term of any rights that may exist in such content) such User Content, and to grant an authorize sub-licenses thereof (through multiple tiers.)

   You also represent and warrant that you have the right to grant or that the holder of any rights, including moral rights and such content has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the licenses stated above. If you post User Content in any public area of the townzs site, you also permit any user to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on the townzs Site retains any and all rights that may exist in such User Content.

   BY PUBLISHING A POST YOU REPRESENT AND WARRANT THAT TO THE BEST OF YOUR KNOWLEDGE YOU POSSESS THE RIGHTS TO PUBLISH THE MATERIAL ON THE POST EITHER AS A DIRECT OWNER / AUTHOR OF SAID MATERIAL OR AS THE LAWFUL REPRESENTATIVE OF THE OWNER / AUTHOR OF SAID MATERIAL.

   BY LISTING REAL ESTATE OR HOUSING FOR SALE RENT LEASE OR EXCHANGE YOU REPRESENT AND WARRANT THAT TO THE BEST OF YOUR KNOWLEDGE YOU POSSESS THE RIGHTS TO SELL, RENT OR OTHERWISE HANDLE THE PROPERTY LISTED ON THE POST EITHER AS A DIRECT OWNER / AUTHOR OF SAID PROPERTY OR AS THE LAWFUL REPRESENTATIVE OR AGENT OF THE OWNER / AUTHOR OF SAID PROPERTY.

   IN LISTING REAL ESTATE OR HOUSING FOR SALE RENT LEASE OR EXCHANGE YOU AGREE TO ABIDE BY ALL FEDERAL AND STATE FAIR HOUSING LAWS WHICH PROHIBIT THE ADVERTISING, PRACTICE AND PROMOTION OF DISCRIMINATION.

   SEE HERE FOR FURTHER INFORMATION ON FAIR HOUSING:

   http://www4.law.cornell.edu/uscode/html/uscode42/usc_sec_42_00003604----000-.html

   townzs acts as a passive conduit for the online distribution and publication of User Content and has no obligation to screen User Content, communications or information in advance and is not responsible for screening or monitoring User Content posted by Users. However, goodideazs may review and remove any User Content that in its sole judgment violates these Terms, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal or violates the rights of or harms threatens the safety of, Users of the townzs Site. goodideazs reserves the right to expel Users and prevent their further access to the townzs Site for violating the Terms or applicable laws, rules or regulations. goodideazs may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for goodideazs, damage townzs brand or public image, diminish the overall quality of townzs Site, or cause goodideazs to loose (in whole or in part) the services of its ISP or other suppliers.

   goodideazs does not represent or guarantee the truthfulness, accuracy or reliability of User Content or any other communications posted by Users or endorse any opinions expressed by Users. You acknowledge that any reliance on material posted by other Users will be at your own risk.

   The following is a partial list of User Content that is prohibited on the townzs Site. The list below is for illustration only and is not a complete list of all prohibited User Content. Prohibited Content includes Content which:

   • is implicitly or explicitly offensive, such as User Content that
   • engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual; harasses, incites harassment or advocates harassment of any group or individual;
   • involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
   • promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
   • promotes or endorses an illegal or unauthorized copy of another person's copyrighted work, such as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files;
   • contains restricted or password only access pages, or hidden pages or images;
   • provides or links to material that exploits people under the age of 18 ( and/or people of any age ) in a sexual, violent or other manner, or solicits personal information from anyone under 18; or
   • provides instructional information about illegal activities or other activities prohibited by these Terms, including without limitation, making or buying illegal weapons, violating someone's privacy, providing or creating computer viruses or pirating any media; and
   • solicits passwords or personal identifying information from other Users.
   • advertises, practices or promotes discrimination in violation of Federal and State Fair Housing Laws.

   If notified by a User of User Content or other materials which allegedly do not conform to these Terms, goodideazs may in its sole discretion investigate the allegation and determine whether to take any other actions whether to remove or request the removal of the User Content. goodideazs has no liability or responsibility to Users for performance or nonperformance of such activities. goodideazs may terminate your membership for any reason, effective upon sending notice to You at the email address You provide in your townzs Account, or such other email address as You may later provide to townzs.

8. Identification Of Agent To Receive Notification And Elements Of Notification Of Claimed Copyright or Trademark Infringement: If You believe that your copyrighted work or trademark has been uploaded, posted or copied to any townzs Site and is accessible on such townzs Site in a way that constitutes copyright or trademark infringement, please print and complete the townzs Proprietary Rights Complaint Process and Notification Form and send such completed form to our designated agent.

   We have designated Andrew W. Knapp as our agent to receive notices of claims of copyright or trademark infringement or other non-conformance to these Terms on the townzs Site. You can contact Andrew Knapp as follows:

   By mail: 69 North Fullerton Avenue, Montclair, NJ, 07042
   By telephone: 973 783 3226
   Send us a letter entitled: townzs Proprietary Rights Complaint Process and Notification Form .
   

9. Policy Regarding Termination Of Users Who Repeatedly Infringe The Copyright Or Other Intellectual Property Rights Of Others: goodideazs and all of its affiliated companies respect the intellectual property of others, and we ask our Users and content partners to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owners rights. As a condition to your use of townzs, You agree not to use townzs or any other goodideazs Site to infringe the intellectual property rights of others in any way. We will terminate the accounts of any townzs Users, and block access to townzs and/or the other goodideazs Sites of any Users who are repeat infringers of the copyrights, or other intellectual property rights, of others. We reserve the right to take these actions at any time, in our sole discretion, with or without notice, and without any liability to the User who is terminated or to the User whose access is blocked.
10. goodideazs Liability: townzs acts as a venue for businesses to market themselves, for real estate agencies to market properties, for professionals to market services, for artists and artisans to market their wares, employers to post job opportunities and candidates to post resumes and Profiles and does not screen or censor the postings, including Profiles offered. goodideazzs is not involved in the actual transaction between providers and their public and employers and candidates. As a result, goodideazs has no control over User Content, the quality, safety or legality of the jobs or resumes posted, the truth or accuracy of the postings, the ability of employers to offer job opportunities to candidates or the ability of candidates to fill job openings and goodideazs makes no representations about any postings, jobs, resumes or User Content on townzs. goodideazs may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for goodideazs, damage townzs brand or public image, or cause goodideazs to lose (in whole or in part) the services of its ISPs or other suppliers. While goodideazs reserves the right in its sole discretion to remove User Content, real estate listings, job postings, resumes or other material from townzs from time to time, goodideazs does not assume any obligation to do so and disclaims any liability for failing to take any such action. townzs networking and virtual business cards provides a venue for individuals to network for professional purposes and goodideazs does not screen or censor the Profiles or User Content on townzs. goodideazs is not involved in the actual communications between townzs networking and virtual business cards Users. As a result, goodideazs has no control over the accuracy, reliability, completeness, or timeliness of the Profiles or User Content submitted on townzs and makes no representations about any Profile or User Content on townzs.

    In addition, note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other Users with whom You come in contact through townzs. By its very nature, other people's information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that You will use caution and common sense when using townzs.

    Because User authentication on the Internet is difficult, goodideazs cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in User-to-User dealings or control the behavior of participants on the townzs Site, in the event that You have a dispute with one or more Users, You release goodideazs (and our agents and employees) from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

    If You are a California resident, You waive 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 or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

    The townzs Site and the townzs Content may contain inaccuracies or typographical errors. goodideazs makes no representations about the accuracy, reliability, completeness, or timeliness of any townzs Site or the townzs Content. The use of townzs and the townzs Content is at your own risk. Changes are periodically made to townzs and may be made at any time. You acknowledge and agree that You are solely responsible for the form, content and accuracy of any resume or material contained therein placed by You on townzs. Users are solely responsible for their postings on townzs. goodideazs is not to be considered to be a user with respect to your use of townzs and goodideazs shall not be responsible for any employment or business decisions, for whatever reason, made by any entity posting marketing material and/or jobs on townzs.

    goodideazs cannot guarantee and does not promise any specific results from use of townzs. No advice or information, whether oral or written, obtained by a User from goodideazs or through or from townzs shall create any warranty not expressly stated herein.

11. Disclaimer of Warranty: GOODIDEAZS DOES NOT WARRANT THAT TOWNZS WILL OPERATE ERROR-FREE OR THAT TOWNZS AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF TOWNZS OR THE TOWNZS CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, GOODIDEAZS IS NOT RESPONSIBLE FOR THOSE COSTS. TOWNZS AND TOWNZS' CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. GOODIDEAZS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. GOODIDEAZS MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE TOWNZS CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.
12. Disclaimer of Consequential Damages: IN NO EVENT SHALL GOODIDEAZS, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON TOWNZS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE ANY TOWNZS SITE AND THE TOWNZS CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GOODIDEAZS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Limitation of Liability: GOODIDEAZS' MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH TOWNZS OR YOUR USE OF THE TOWNZS CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE,) WILL NOT EXCEED $100.
14. Links to Other Sites: townzs contains links to third party Web sites. These links are provided solely as a convenience to You and not as an endorsement by goodideazs of the contents on such third-party Web sites. goodideazs is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If You decide to access linked third-party Web sites, You do so at your own risk.
15. No Resale or Unauthorized Commercial Use: You agree not to resell or assign your rights or obligations under these Terms. You also agree not to make any unauthorized commercial use of townzs.
16. Indemnity: You agree to defend, indemnify, and hold harmless goodideazs, its affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material You provide to townzs, (ii) your use of any townzs' Content, or (iii) your breach of the terms of these Terms. goodideazs shall provide notice to You promptly of any such claim, suit, or proceeding.
17. General: goodideazs makes no claims that the townzs Content may be lawfully viewed or accessed outside of the United States. Access to the townzs Content may not be legal by certain persons or in certain countries. If You access townzs from outside of the United States, You do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are governed by the internal substantive laws of the STATE OF NEW JERSEY, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within NEWARK, NEW JERSEY. If any provision of these Terms are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, goodideazs' failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect goodideazs' ability to enforce such term at any point in the future. Except as expressly provided in an additional agreement, additional Terms for certain areas of townzs, a particular "Legal Notice," or software license or material on particular townzs pages, these Terms constitute the entire agreement between You and goodideazs with respect to the use of townzs. No changes to these Terms shall be made except by a revised posting on this page.
18. Term and Termination: These Terms will remain in full force and effect while You are a User of townzs at any level. goodideazs reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to removal of your User Content from townzs and the other townzs Sites and immediate termination of your registration with or ability to access townzs and the other townzs Sites and/or any other services provided to You by goodideazs, upon any breach by You of these Terms or if goodideazs is unable to verify or authenticate any information You submit to townzs or pursuant to other townzs' Site registration. Even after You are no longer a User of townzs, certain provisions of these Terms will remain in effect. These Terms constitute a binding agreement between You and goodideazs, and is accepted by You upon your use of the townzs Site. By clicking "I agree" you represent that you are capable of entering into a binding agreement, and that you agree to be bound.
19. Laws. The Terms shall be governed by and construed in accordance with applicable New Jersey State law and the laws of the United States of America, excluding their conflict of law provisions. You and goodideazs agree to submit to the exclusive jurisdiction of the courts of the State of New Jersey. If any provision(s) of the Terms 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 the other provisions remaining in full force and effect. goodideazs' failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by goodideazs in writing. You and goodideazs agree that any cause of action arising out of or related to this Agreement or to townzs service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.