econfidant Terms of Use Agreement

DATE LAST MODIFIED: NOVEMBER 15, 2006

This Terms of Use Agreement (this "Agreement"), which is a legal agreement between you ("you") and econfidant, LLC ("econfidant"), shall govern your use of and access to econfidant's Web site located at www.econfidant.com (the "Web site") and all services provided by econfidant as described therein (the "Services"). By checking the applicable box or clicking the applicable button either preceding or at the end of the this Agreement, and/or by accessing and/or using the Web site or Services, you (x) accept this Agreement and agree to be bound by each of its terms, and (y) represent and warrant to econfidant that (i) you have the authority to enter into this Agreement, (ii) this Agreement is binding and enforceable against you, and (iii) you have read and understand econfidant's Privacy Policy (the "Privacy Policy"), the terms of which are posted at the Web site and incorporated herein by reference, and agree to abide by the Privacy Policy. If you do not agree with any of the terms contained herein, you should click the "I do not Agree" button or box either preceding or at the end of this Agreement and immediately cease any and all activities on the Web site and/or use of any Services.

Please read this Agreement carefully. Even if you fail to accept this Agreement as described above, by accessing the Web site and any pages thereof, you agree to be bound by the terms and conditions below. If you do not agree to these terms and conditions or anything contained in this Agreement, do not access or otherwise use the Web site.

CHANGES TO SERVICES, AGREEMENT AND/OR WEB SITE

econfidant may amend any part of this Agreement at any time, and the amended terms will be effective 10 days after initial posting at the Web site. In addition, econfidant may, without prior notice, add, delete or modify some or all of the Services and/or content available on the Web site at any time in its sole discretion. Further, econfidant may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND WEB SITE. YOUR CONTINUED USE OF THE SERVICES OR WEB SITE NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE BY YOU OF SUCH RULES, CHANGES AND/OR MODIFICATIONS. You should review this Agreement periodically to ensure you become aware of changes which are made to this Agreement by econfidant from time to time.

SERVICES

The Services are described within various pages of the Web site, including the "Services" and "FAQ" portions of the Web site. You should review these pages to gain a better understanding of the Services, the rules regarding use of the Services, the payment of fees and the goals behind the Web site. At a general level, econfidant serves as a resource to solicit and receive dating and relationship advice. In addition, econfidant has entered into, or may in the future enter into, various arrangements with third parties to either offer other products and services at the Web site and/or via telephone, or to offer the Services via web sites other than the Web site. This Agreement will govern your use of the Services in all situations, regardless of the web site or other resource from which you access the Services.

Neither econfidant, nor any employee or contractor of econfidant, is a doctor, therapist, psychologist, psychiatrist or other licensed professional. Rather, econfidant is an online and telephone-based dating and relationship resource intended for entertainment purposes only. econfidant does not guaranty that advice received through the Web site or via telephone, or from any employee or contractor of econfidant, will be accurate, beneficial or better than advice which may be obtained from other sources. econfidant, in this regard, is providing nothing more than an entertainment service, and econfidant shall not be liable in any way for any results which may occur, or damages which may arise, out of any advice received by you through the Web site, via an e-mail from econfidant, over the telephone or otherwise.

econfidant expressly reserves the right to discontinue, suspend or terminate the offering of one or all of its services at any time.

PASSWORDS

As part of the registration process, you will select a user name and password to access the Service. So long as your subscription to the Service (a "Subscription") remains current, your user name and password will remain active and you will be permitted to access and use the Service. In the event that you elect not to renew a Subscription, you will no longer be permitted to access and use the Service. If you elect to purchase an additional Subscription at some point following the expiration of an existing Subscription, you will once again be permitted to access and use the Service and the Web site. Your user name and password shall be usable solely by you, and are not transferable or assignable under any circumstance. You are solely responsible for the use and protection of your user name and password, and you agree to take all reasonable precautions to protect the security and integrity, and to prevent unauthorized use, thereof.

FEES

Fees charged for the various products and/or services offered at the Web site or via telephone are set forth in various locations throughout the Web site. In consideration for providing the Services, you agree to pay all such fees which are due and owing on account of the selections you have made at the Web site or through an econfidant representative (collectively, the "Fee"). Fees are payable as set forth in the applicable portion of the Web site, and you hereby agree to pay all costs and expenses incurred by econfidant (including attorneys' fees) in collecting past due Fees, including, without limitation, Fees which are past due on account of a cancelled credit card. In addition, past due Fees shall accrue interest at the lesser of 15% per annum or the maximum rate allowed by law. By checking the applicable box or clicking the applicable button either preceding or at the end of this Agreement or otherwise using any Services, you hereby agree to pay all Fees due and owing to econfidant (and, if applicable, authorize econfidant to charge the credit card you have on file with econfidant for all Fees due and owing hereunder). All fees described herein (including, without limitation, the Fees) are non-refundable.

Continuous service rates apply to all Subscriptions. All amounts are billed in U.S. dollars at the beginning of each renewal period and will appear on your credit card statement as 'eConfidant LLC.' Your econfidant .com subscription will be automatically extended for successive monthly renewal periods selected at the current subscription rate. To cancel your subscription at any time, go to the "My Account" portion of the Web site. If you cancel, you'll enjoy Subscription benefits until the end of your then-current subscription term; your Subscription won't be renewed after that term expires. However, you will not be eligible for a prorated refund of any portion of the Fees paid.

OTHER THIRD PARTY SERVICES

In addition to the Services described above, you may be able to search for information and additional service providers in various portions of the Web site. All content and data included in any such section have been provided to econfidant by a third party, and econfidant does not guarantee the accuracy of any listing generated by your search. Such service is offered by econfidant for informational purposes only, and econfidant shall not be liable to you or any third party on account of any information posted or displayed in connection with this service.

COPYRIGHT AND TRADEMARK NOTICES

All contents of the Web site are: Copyright © 2005 econfidant, LLC. All rights reserved. "econfidant" is a service mark of econfidant, LLC. Other product and company names mentioned herein or within the Web site may be the trademarks or service marks of their respective owners. To this end, you may not, without the prior, written consent of econfidant or the applicable copyright holder, modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the content posted at the Web site or otherwise owned by econfidant. This Agreement shall not be deemed to transfer from econfidant or any licensor to you (i) any of econfidant's intellectual property (including, without limitation, patents, trademarks, service marks, trade names, copyrights and licenses), technology, software programs or any related assets owned by econfidant, or (ii) any rights to use or license any of the foregoing except as explicitly set forth in this Agreement.

DISCLAIMERS AND LIMITATIONS

econfidant intends that the information contained in the Web site and/or provided over the telephone be accurate and reliable; however, errors sometimes occur and the providing of advice is not an exact science. In addition, changes and improvements to the information provided herein or on the Web site may be made by econfidant at any time. THE WEB SITE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, ALL ADVICE PROVIDED BY OR RECEIVED AT THE WEB SITE OR VIA E-MAIL) ASSOCIATED WITH IT ARE PROVIDED "AS IS, WHERE IS AND AS AVAILABLE." ECONFIDANT DISCLAIMS ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE WEB SITE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED WITHIN THE WEB SITE OR IN ANY E-MAIL OR OVER THE TELEPHONE, INCLUDING WITHOUT LIMITATION (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND (II) AS TO THE RESULTS THAT MAY BE OBTAINED BY USE OF THE WEB SITE OR ANY OF ECONFIDANT'S SERVICES OR PRODUCTS PURCHASED THROUGH THE WEB SITE. USE OF THE WEB SITE AND/OR ECONFIDANT'S SERVICES IS AT YOUR OWN RISK. ECONFIDANT IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEB SITE AND/OR ECONFIDANT'S SERVICES OR WITH THE DELAY OR INABILITY TO USE THE WEB SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEB SITE OR OVER THE TELEPHONE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEB SITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ECONFIDANT AND/OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN ALL EVENTS, THE AGGREGATE LIABILITY OF ECONFIDANT FOR ANY REASON AND UPON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO ECONFIDANT DURING THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH LIABILITY AROSE.

UNAVAILABILITY OF SERVICE OR WEB SITE

You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Web site and/or the Services, and for taking all steps required such that you can send and receive e-mail or, as applicable, place telephone calls. While it is econfidant's objective to make the Web site accessible 24 hours per day, 7 days per week, the Web site and/or Services may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of econfidant, access to the Web site and/or Services (including, without limitation, sending of e-mails or placing of telephone calls) may be interrupted, suspended or terminated from time to time. YOU AGREE THAT ECONFIDANT SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEB SITE AND/OR SERVICE AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEB SITE AND/OR SERVICE.

INDEMNITY

As a condition of use of the Web site and/or the Services, you agree to indemnify econfidant from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from your use of the Web site or any of the Services, including without limitation any claims alleging facts that if true would constitute a breach by you of this Agreement.

LINKS TO THIRD PARTIES

The Web site may contain links to web sites maintained by third parties. Such links are provided for your convenience and reference only. econfidant does not operate or control in any respect any information, software, products or services available on such web sites. econfidant's inclusion of a link to a web site does not imply any endorsement of those services or the web site, its contents or its sponsoring organization.

ERRORS AND DELAYS

econfidant is not responsible for any errors or delays in responding to an inquiry or question or otherwise processing information submitted by you at the Web site or over the telephone, including, without limitation, those caused by (i) an incorrect e-mail address or telephone number provided by you, (ii) the failure of a third party to timely respond to any such inquiry, or (iii) technical problems.

DISPUTE RESOLUTION

Any claim or controversy arising out of or relating to the use of the Web site, to the services provided by econfidant, or to any acts or omissions for which you may contend econfidant is liable, including but not limited to any claim or controversy as to arbitrability ("Dispute"), shall be finally, and exclusively, settled by arbitration. The arbitration shall be held before one arbitrator under the commercial arbitration rules of JAMS in force at that time. The arbitration shall be venued in San Francisco, California. The arbitrator shall be selected pursuant to the JAMS rules. Should no JAMS rule regarding the selection of an arbitrator be in effect, you shall select an arbitrator from a panel of arbitrators acceptable to econfidant. The costs of arbitration shall be paid by the non-prevailing party.

Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in San Francisco, California. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of an arbitration under this Agreement with an arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved.

THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND ECONFIDANT WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOUR RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY. You are entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are enforceable and are subject to very limited review by a court. By using the Services or accessing the Web site, you consent to these restrictions.

Should a Dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between you and econfidant, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in San Francisco, California. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit the prevailing party shall be entitled to recover reasonable attorneys' fees from the non-prevailing party.

TERMINATION

You agree that econfidant may immediately terminate your account and access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of any agreements with econfidant or guidelines posted by econfidant, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) you have engaged in fraudulent or illegal activities, (h) questions, e-mails or other communications by you which econfidant deems to be harassing or inappropriate in any way, and/or (i) nonpayment of any fees owed by you in connection with the Services. Termination of your econfidant account includes (x) removal of access to all offerings within the Services, and (y) barring further use of the Services. Further, you agree that all terminations shall be made in econfidant's sole discretion and that econfidant shall not be liable to you or any third-party for any termination of your account or access to the Services.

MISCELLANEOUS

This Agreement, including the Privacy Policy, constitutes the entire agreement between you and econfidant and it supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and econfidant with respect to the Web site and information, software, products and services associated with it. econfidant and you are intended to be independent contractors, and nothing in this Agreement shall be deemed to establish any relationship of partnership, joint venture, employment, franchise or agency between econfidant and you. This Agreement shall be subject to and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.

econfidant's contact information, should you need to contact econfidant for any reason, is:

E-mail: team@econfidant.com