HOMEINGLE FOR BUSINESS MEMBERSHIP AGREEMENT

Last updated on January 30, 2009

Homeingle.com, LLC ("Homeingle") provides businesses (“You”), the ability to communicate with groups regarding their needs, and be listed as a business in their area. Groups and individuals can review and rate these businesses on their products and services.

In order to use the Service (as defined below), You must read and accept all of the terms and conditions in, and linked to, this Membership Agreement (this "Agreement"), which may be modified by Homeingle from time to time at our sole discretion. All modifications will be posted on http://business.homeingle.com (our "Website") and such modifications will become effective immediately upon the posting thereof. It is your responsibility to review this Agreement on a regular basis to keep yourself informed of any modifications. We strongly recommend that, as You read this Agreement, You also access and read the linked information. By accepting this Agreement, You also agree that Your use of some Homeingle’s-branded websites or websites we operate may be governed by separate membership agreements and privacy policies. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

TERMS OF USE

1. HOMEINGLE’S SERVICE

Homeingle provides you the ability to communicate with groups regarding their needs. You also will be listed in a business directory with that includes information about your business.

2. REGISTRATION INFORMATION

As a condition of Your use of the Service, You agree to (a) provide Homeingle with true, accurate, current and complete information as prompted by the Homeingle’s registration forms, when registering for or using the Service and (b) update and maintain the truthfulness, accuracy and completeness of such information.

3. MINIMUM AGE

If You are under the age of eighteen (18), You are prohibited from using or registering for the Service.

4. USE VOID WHERE PROHIBITED

Membership in the Service is void where prohibited.

5. PRIVACY POLICY

Homeingle has established a privacy policy to explain to You, and other users, how Your personal information is collected and used. This privacy policy is located at http://business.homeingle.com/privacy.aspx.

6. SERVICE FEES AND BILLING METHODS

Homeingle will charge You a membership fee in order to provide the Service (the "Membership Fee"). You acknowledge that Homeingle reserves the right, at any time, to modify its Membership Fees and billing methods. Membership Fees for access to the Service may be made either on a monthly or annual basis. Once a membership is purchased, you will be granted access to the Service selected by You. Monthly and Annual Membership Fees may be paid in advance only by credit card. The terms of such monthly and annual membership plans are listed below. Unless such membership plan is cancelled or terminated as provided below, all membership plans will be automatically renewed upon the terms set forth below.

Monthly Payment Plan:

If You select the monthly payment plan, each month Homeingle will automatically renew Your membership at the Membership Fee (as such Membership Fee may be modified as provided above) using the credit card information on file with Homeingle. Each monthly renewal payment will take place on or about Your expiration date. If the renewal of Your monthly membership fails for any reason, we will attempt to process Your renewal for a period up to one hundred eighty (180) days. You agree that Homeingle will not provide You with any notices prior to each monthly renewal payment.

Annual Payment Plan:

If You select the annual payment plan, Homeingle will automatically renew Your annual membership at the Membership Fee for annual memberships (as such Membership Fee may be modified as provided above) using the credit card information on file with Homeingle. Such annual renewal payment will take place on or about the 1st of the calendar month in the month in which Your annual membership expires. If the renewal of Your annual membership fails for any reason, we will attempt to process Your renewal for a period up to one hundred eighty (180) days. You agree that Homeingle will not provide You with any notices prior to each annual renewal payment.

Canceling Your Membership:

Monthly Payment Plan: If You decide to cancel Your monthly membership with the Service, Your cancellation request must be received no later than 5:00 p.m. on the business day prior to Your scheduled renewal payment date. You may cancel Your monthly membership at anytime under the ‘My Account’ link in Homeingle, or by email at support@homeingle.com.

Annual Payment Plan: If You decide to cancel Your annual membership with the Service, Your cancellation request must be received no later than 5:00 p.m. on the business day prior to Your scheduled annual renewal payment date. You may cancel Your monthly membership at anytime under the ‘My Account’ link in Homeingle, or by email at support@homeingle.com.

7. ACCOUNT SECURITY

Your user ID and a password is selected by You when You register. Your user ID and password may only be used by You and the members of Your household. You are solely responsible for maintaining and protecting the confidentiality of Your user ID and password, and are fully responsible for all activities that occur under Your user ID and password.

8. LIMITED LICENSE TO WEBSITE AND MAGAZINE

By agreeing to the terms and conditions of this Agreement, Homeingle grants You a limited license to access and use the needs and reviews offered by the Service for Your business decisions. You acknowledge and agree that You will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational (or any other non-personal) purpose the reviews and ratings and any content, without the express written consent of Homeingle.

9. SUBMISSIONS OF COMMUNICATIONS

In order for You to submit Your communication to groups on Homeingle, You acknowledge and agree that:

(a) all of Your communications will be accurate, truthful and complete in all respects;

(b) You do not work for, own any interest in or serve on the board of directors of, any of the groups for which You submit communications;

(c) You do not work for, own any interest in or serve on the board of directors of any competitors of the Groups for which You submit communications;

(d) You are not in any way related (by blood, adoption or marriage, if the Groups is an individual) to any of the Groups for which You submit communications; and

(e) Your name and information will be made available to the Group on which You communicate.

10. CONTENT LICENSE

Although Homeingle does not claim ownership of any of the reviews, ratings, communications, information, data, text or other materials You give us (collectively, the "Content"), by providing Content for the Website, You automatically grant, and You represent and warrant that you have the right to grant, to Homeingle an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing Homeingle with Content, You automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Content on our Website by any other party.

11. PUBLICATION AND DISTRIBUTION OF CONTENT

Homeingle does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that Homeingle simply acts as a passive conduit and an interactive computer Group for the publication and distribution of Content and for the publication and distribution of any content posted by Groups in response to Content ("Group Content"). You understand that all Content and Group Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that Homeingle does not control, and is not responsible for Content or Group Content made available through the Service, and that by using the Service, you may be exposed to Content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any Content and Group Content.

You further acknowledge that Homeingle has no obligation to screen, preview, monitor or approve any Content or Group Content, or Content posted or submitted by any other Homeingle member or any Group. However, Homeingle reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will Homeingle be liable in any way for any Content or Group Content, including, but not limited to, any Content or Group Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Group Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against Homeingle relating to Content or Group Content, and release Homeingle from any and all liability for or relating to any Content or Group Content.

12. GROUPS

Homeingle does not endorse and is not responsible or liable for any Content, Group Content, data, advertising, products, goods or services available or unavailable from, or through, any Groups (which includes, but is not limited to, health care and wellness providers). You agree that should You use or rely on such Content, Group Content, data, advertisement, products, goods or services, available or unavailable from, or through any Group (which includes, but is not limited to, health care and wellness providers), Homeingle is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Group (which includes, but is not limited to, health care and wellness providers), and any other terms, conditions, representations or warranties associated with such dealings, are between You and such Group (which includes, but is not limited to, health care and wellness providers) exclusively and do not involve Homeingle. You should make whatever investigation or other resources that You deem necessary or appropriate before hiring or engaging Groups (which includes, but is not limited to, health care and wellness providers).

You agree that Homeingle is not responsible for the accessibility or unavailability of any Group or for Your interactions and dealings with them, waive the right to bring or assert any claim against Homeingle relating to any interactions or dealings with any Group, and release Homeingle from any and all liability for or relating to any interactions or dealings with Groups.

13. YOUR CONDUCT

In connection with Your use of the Service, You represent and warrant that You:

(a) are above the age of eighteen (18);

(b) will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws;

(c) will not submit any communications that may be considered by Homeingle to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person's privacy or proprietary rights, or racially, ethnically or otherwise objectionable;

(d) will submit thorough and thoughtful communications to Groups;

(e) will not submit communications that comment on other groups or the communications of other groups;

(f) will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Homeingle, or otherwise attempt to mislead others as to the identity of the sender or the origin of communicatinos;

(g) will not submit communications that are encrypted or that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our Website;

(h) will not access, download or copy any information contained on our Website through artificial means (including but not limited to spiders, hacking devices, computer programs, bots or other such means);

(i) will not post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;

(j) will not take any action that would undermine the review and rating process under the Service;

(k) will not attempt to gain unauthorized access to the Service, other user accounts, or other computer systems or networks connected to the Service;

(l) will not use the Service in any manner that infringes, misappropriates or violates any third party's rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party's rights of publicity, contractual rights, fiduciary rights or intellectual property rights;

(m) will not use the Service in any way that could interfere with the rights of Homeingle or the rights of other users of the Service;

(n) have sufficient rights in and to all Content that You provide, transmit or otherwise convey to Homeingle in connection with the Service;

(o) agree not to re-sell or assign Your rights or obligations under this Agreement;

(p) will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational or other purposes not related to Your personal purchasing decisions, the Website (and any and all of the content therein), without the express written consent of Homeingle, which consent may be withheld by Homeingle in our discretion; and

(q) grant us an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute the Content and to prepare derivative works of, or to incorporate such Content into other works, and to grant and to authorize sublicenses of the foregoing.

The communications that You provide do not reflect the views of Homeingle, its officers, managers, owners, employees, agents, designees or other users. In addition, Homeingle retains the right, in its sole discretion, to determine whether or not Your use of the Service is consistent with the terms and conditions of this Agreement. Homeingle may suspend, restrict or terminate Your use of the Service and to refuse any future use of all or portions of the Service if Your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, Homeingle may seek any and all other remedies available to it, including (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.

14. DISCLOSURE OF INFORMATION

Homeingle may make Your identifiable information, account information and the Content available to our employees and third parties with whom we contract for use to handle Your account. In addition, Homeingle may provide non-personally identifiable aggregate statistics, unique identifiers, demographic and other anonymous information about You and Homeingle users to advertisers, Groups and other third parties. You agree that Homeingle may make such uses of information You provide or Homeingle collects.

You agree that Homeingle may access, preserve and disclose Your account information, any information provided by You to Homeingle, including, but not limited to, the Content for the purposes described in this Agreement, if required to do so by law or if in good faith, Homeingle believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with any legal process, including but not limited to an enforceable court order or lawful third party subpoena; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property or personal safety of Homeingle, its users and/or the public.

As Homeingle continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. You hereby consent to the transfer of Your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.

15. TERM AND TERMINATION

The initial term of this Agreement will be as defined in Your membership plan, and will continue for automatic subscription renewals thereafter until terminated by either party in accordance with this Agreement

If Homeingle deems it necessary, in its sole discretion, Homeingle may immediately terminate this Agreement, Your account and Your access to the Service. If Homeingle merely terminates Your account for its convenience and You are not in breach of this Agreement, Homeingle will refund Your membership fees on a pro rata basis from the date of such termination to the end of the then current term.

Termination of Your account will include removal of Your access to all offerings of the Service, deletion of Your password, deletion of all related information and files, may include the deletion of the Content associated with Your account (or any part thereof), and barring Your further use of the Service.

16. MODIFICATION OF TERMS AND CONDITIONS

Homeingle will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our Website (http://business.homeingle.com). Homeingle will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service after such modifications will be deemed to be Your conclusive acceptance of all modifications to this Agreement. If You are dissatisfied as a result of such modification(s), Your only recourse is to immediately discontinue use of the Service.

17. MODIFICATION, LIMITATION AND DISCONTINUANCE OF SERVICE

Homeingle reserves the right at any time to limit access to, modify, change or discontinue the Service with or without notice to You and we shall not be liable to You for any such modification, suspension or discontinuance of the Service. You agree that Homeingle will not be liable to You or to any third party for any such limitation, modification, change, suspension or discontinuance of the Service. You agree that Homeingle may establish general practices, policies and limits, which may or may not be published, concerning the use of the Service, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, 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 Homeingle has no responsibility or liability for the deletion or failure to store any reviews, ratings and other communications maintained or transmitted by or through the Service. You agree that Homeingle has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

18. DELAYS

The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Homeingle is not responsible for any delays, failures or other damage resulting from such problems.

19. USER FEEDBACK

Homeingle appreciates hearing from You, as well as our other users, and welcomes Your comments regarding our Service. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value Your feedback on our Service, please be specific in Your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request, You send us creative suggestions, ideas, drawings, concepts or other information (collectively, the "Submissions"), such Submissions will be the property of Homeingle. In addition, none of the Submissions will be subject to any obligations of confidentiality and Homeingle will not be liable for any future use or disclosure of such Submissions.

20. COPYRIGHT MATERIALS

You acknowledge and agree that all Content and other information on the Website and the Magazine, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations and software (collectively, the "Copyright Materials") are the property of Homeingle, and such Copyright Materials are the exclusive property of Homeingle and are protected by all United States and international copyright laws.

21. WARRANTY DISCLAIMER

You understand and agree that THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT HOMEINGLE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. HOMEINGLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR HOMEINGLE COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU ARE AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to You as they relate to implied warranties.

22. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT HOMEINGLE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF HOMEINGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY GROUPS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY HOMEINGLE OR THE FAILURE OF HOMEINGLE TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY GROUPS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.

You understand and agree that Your unlimited access to the Content on the Website or in the Magazine represents a substantial portion of the value You receive from Your Homeingle's membership fee. THEREFORE, TO THE EXTENT HOMEINGLE IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, HOMEINGLE'S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF MEMBERSHIP FEES (IF MEMBERSHIP FEES ARE PAID ON AN OTHER THAN MONTHLY BASIS IT WILL BE THE PRORATED VALUE OF MEMBERSHIP FEES OVER A ONE (1) MONTH PERIOD).

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT HOMEINGLE CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES TO HOMEINGLE THROUGH THE USE OF A CREDIT CARD (A "CREDIT CARD PROCESSOR"). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR HOMEINGLE, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE "RELEASED PARTIES") SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS PARAGRAPH 23) SUFFERED BY YOU AS A RESULT OF THE FAILURE OF HOMEINGLE TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY HOMEINGLE. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF HOMEINGLE TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY HOMEINGLE. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS PARAGRAPH 23. YOU HEREBY UNDERSTAND AND AGREE THAT HOMEINGLE SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.

23. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Homeingle, its officers, managers, owners, employees, agents, designees, users, successors, assigns, Groups and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of this Agreement by You; (b) the Content or other information provided by You to Homeingle or that You submit, transmit or otherwise make available through the Service; (c) Your use of the Service; or (d) any violation of any rights of another or harm You may have caused to another. Homeingle will have sole control of the defense of any such damage or claim.

24. BREACH OF AGREEMENT AND LIQUIDATED DAMAGES

You understand and agree that, because damages are often difficult to calculate, if it becomes necessary for Homeingle to pursue legal action to enforce the terms and conditions of this Agreement, You will be liable to pay us the following amounts as liquidated damages, which you accept as reasonable estimates of Homeingle's damages for the specified breaches of this Agreement:

(a). If you post Content in violation of this Agreement, You agree to promptly pay Homeingle One Thousand Dollars ($1,000) for each item of Content posted in violation of this Agreement. We may (but shall not be required to) to issue You a warning before assessing damages.

(b). If you display, copy, duplicate, reproduce, sell, re-sell or otherwise exploit for any purpose any Content in violation of this Agreement, You agree to pay Ten Thousand Dollars ($10,000).

(c). If you use computer programming routines that are intended to aggregate records or reports from the Service or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden our Website, You agree to pay One Hundred Dollars ($100) for each report or record that is aggregated, disrupted, damaged or otherwise affected by You.

Except as set forth in the foregoing subparagraphs (a) through (c), inclusive, you agree to pay the actual damages suffered by Homeingle, including, but not limited to attorneys' fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.

NOTICE

You agree that Homeingle may communicate any notices to You under this Agreement, through email, regular mail or posting the notices on the Website. All notices to Homeingle will be provided by either sending: (i) an email to support@homeingle.com; or (ii) a letter, first class certified mail, to Homeingle, PO Box 19642, Kalamazoo, MI 19642 , Attn:. Member Services Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.

25. ENTIRE AGREEMENT

This Agreement governs Your use of the Service and constitutes the entire agreement between You and Homeingle. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between You and Homeingle regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between You and third parties, including but not limited to, Groups and others. You represent and warrant that those third party agreements do not interfere with Your obligations and duties to Homeingle under this Agreement.

26. GOVERNING LAW

This Agreement and the relationship between You and Homeingle will be governed by the laws of the State of Michigan, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where You may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Kalamazoo,Michigan and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Homeingle may elect, in its sole discretion, to litigate the action in the county or state where any breach by You occurred or where You can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

27. PROVISIONS REMAINING IN EFFECT

In the event Your membership with Homeingle is terminated or lapses or You are no longer a user of Homeingle, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 10, 14 and 22through 28.

28. MISCELLANEOUS

This Agreement may not be re-sold or assigned by You. If You assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Homeingle's rights if Homeingle fails to enforce any of the terms or conditions of this Agreement against You. In the event a court finds a provision in this Agreement to not be valid, You and Homeingle agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between You and Homeingle as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.