Connecting Women. Changing Lives.

IMPORTANT: PLEASE CAREFULLY READ THIS ENTIRE AGREEMENT. These Terms of Service (“Terms”) govern your access to and use of the Just be friends website and related services (the “JBF services”), any information, text, graphics, photos or other materials uploaded, posted, downloaded or appearing on the services (the “Content”) and CONTAIN PROVISIONS THAT LIMIT OR EXCLUDE LIABILITY TO YOU. your access to and use of the jbf services is conditioned on your acceptance of and compliance with, these terms. ACCESSING THIS WEBSITE, CREATING A MEMBERSHIP ACCOUNT, using the jbf services in any way, OR CLICKING THE “I ACCEPT” BUTTON BELOW are each EQUIVALENT to YOUR SIGNATURE AND INDICATE THAT YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEAsE CLICK ON THE “EXIT” BUTTON BELOW.

1 – JBF philosophy and USER eligibility

1.1 JBF Philosophy. JBF and the JBF Website operate and are built upon certain core values and behaviours all of which are required by our membership. These values and behaviours include:

1.2 - Eligibility. All Users of the JBF Services must fulfill the following requirements:

1.3 Compliance Requirement.

Failure to comply with the Philosophy and Eligibility requirements may result in suspension or termination of your JBF Account and this Agreement.

2 — DEFINITIONS

2.1 In this Agreement:

“Account” means Your membership account to access and use the JBF Website as represented by your unique user ID and password combination which allows you to log in and utilize the JBF Service;

”Agreement” refers to these Terms of Service;

”Content” refers to any intellectual property rights recognized by law (including any intellectual property rights protected through legislation such as governing patents, trade-marks, copyrights and industrial designs) and includes, without limitation, information, text, graphics, photos, videos, data or other materials uploaded, posted, distributed, circulated, downloaded or appearing on the JBF Website or otherwise made available via the JBF Services;

”IP License” refers to the license to IP Content granted by you to JBF whenever you post, upload, share or distribute Content on the JBF Website;

“JBF Services” refers to the JBF Website and all the features, functions, content, and software associated with the JBF Website and related websites and sub domains. Such as but not limited to: jbf journal, jbf thought of the day, posting your interests, events and or articles for general public to view, collection of butterfly giveaway and reimbursement, jbf shopping cart, references to 3rd party businesses, one on one and group live chat, one on one and group emails, posting of personal photos and videos, jbf videos and content.

”JBF Website” or “site” refers to www.justbefriends.net (including all related sub-domains, websites and functionality);

”Platform” refers to a set of software, APIs and services that enable others, including application developers and website operators, to retrieve or provide data to JBF;

”Terms” refers to the terms and conditions outlined in this Agreement;

“We”, “Us”, and “JBF” all refer to Just Be Friends Network Inc.;

”You”, “Your” or “User” refers to the person creating or using an Account, accessing the JBF Website or using the JBF Services.

3 — USE OF THE JBF SERVICES

3.1 Permitted Use. Your agreement to these Terms and Your use of the JBF Website gives You a personal, worldwide, royalty-free, non-transferable and non-exclusive license to use the JBF Website and access the JBF Services. This license is for the sole purpose of enabling You to use and enjoy the benefit of the JBF Services, in the manner permitted by these Terms.

3.2 User Acknowledgements and Commitments. In consideration for JBF granting You access to the JBF Services, You agree that:

• You will only provide or make available Content or information via the JBF Services and the JBF Website that You are comfortable sharing publicly and in accordance with these Terms;
• You are solely responsible for the Use of Your Account, Your use of the JBF Services, and any consequences thereof. For the sake of certainty, JBF takes no responsibility for any losses or consequences resulting from the unauthorized access and use of Your Account;
• You are solely responsible for any Content submitted in connection with Your Account including, without limitation, Content submitted, uploaded, distributed, shared, posted, displayed or otherwise accessible by other users of the JBF Services;
• JBF may make changes to the JBF Services without prior notice to You including, without limitation, the permanent or temporary cessation of the JBF Services, JBF Website or certain functionality or features previously offered via the JBF Services;
• You will abide by all applicable local, provincial, state, national, international and foreign laws, treaties and regulations applicable to You;
• You will maintain the secrecy of Your login information (User ID and Password) and follow safe and secure computing practices with respect to any equipment or device used to access the JBF Services;
• You will respect and comply with the intellectual property rights of third parties in connection Your use of the JBF Services;
• JBF and third parties may place advertising on the JBF Website and the content of advertising and advertising strategies may be subject to change;
• the JBF Services may include advertisements which may be targeted to certain Content or otherwise targeted based upon certain information, queries, demographic and user information; and
• You further acknowledge and agree that JBF may also provide You with certain communications, administrative messages, service announcements as part of the JBF Services.

3.3 Restrictions on Use of JBF Services.

• Spam: You will not send, circulate, or post unauthorized commercial communications of any kind in connection with Your use of Your Account;
• Automated Collection of Information: You will not collect, compile, store, or distribute any information or Content from other users without authorization;
• Injurious Use Prohibited: You will not use or facilitate the use of the JBF Services for the purpose of investigating, accessing, tampering with JBF software, code, security, authentication processes, scraping Content or personal information accessible through the JBF Services, to interfere or disrupt (or attempt to do so) the JBF Services including, without limitation, uploading or introducing a virus, Trojan horse, or other malicious code, overloading, flooding, spamming, mail-bombing, or by scripting or otherwise introducing software to interfere or create an undue burden for JBF or to others accessing, attempting to access or using the JBF Services;
• Soliciting login information: You will not solicit login information from other users or access an account belonging to someone other than yourself;
• Harassment: You will not bully, intimidate, or harass any user and you will not engage in any activity that is inconsistent with the “JBF Philosophy” listed at the beginning of this Agreement;
• Posting consistent with vision: You will not post any content that is inconsistent with the goals of JBF, including but not limited to, content that is hateful, threatening, pornographic, violent, or otherwise offensive;
• Usage of the site: You will not use the JBF Website for any activity that is illegal, misleading, malicious, or discriminatory in any way. JBF is intended to be a safe and inclusive place;
• Operation of the site: You shall not undertake any activity that impairs the proper working of the JBF Website in any way or which seeks to circumvent security and authentication measures;
• Third Party Content: You shall not permit, allow or do anything that will infringe or otherwise prejudice the third party rights of others including, without limitation, intellectual property rights;

Any other activity inconsistent with the Philosophy or purpose of the JBF Services is also prohibited.

3.4 Changes. JBF may, at its sole discretion, enhance, delete or modify the features, format, characteristics, functionality, the procedures to use, provide upgrades or updates to the JBF Services without prior notice to You. Additionally, JBF may amend the Terms of Service. You acknowledge and agree that if You continue to use the JBF Services, Your Account or access the JBF Website subsequent to such change, You have accepted such changes. If You determine that a change is not acceptable, You will be entitled to terminate Your Account.

4 — PRIVACY

4.1 General. Subject to any restrictions You place on Your Account settings (NTD: hyperlink) to control who has access to Your Content and information, all information and Content that You submit, upload, post or display through use of the JBF Services may be made available to the general public including, without limitation, other users of the JBF Services and through third party services and websites. Therefore only submit, upload, post or display Content and information that You are comfortable revealing to the general public.

4.2 Privacy Policy. You understand and agree that through your use of the JBF Services You consent and agree to the collection and use of certain personal information that You provide in connection with the JBF Service, subject to our Privacy Policy. In order to provide the JBF Services, the collection and use of such information may include the storage and processing of data, communications, personal information and Content in Canada and/or other countries.

5 — INTELLECTUAL PROPERTY

5.1 Ownership of Content. You retain Your rights in any Content You submit, post or display through use of the JBF Services.

5.2 License to JBF. As a condition of your permission and access to the JBF Services, You grant JBF a worldwide, non-exclusive, transferable, sub-licensable, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, modify, process, adapt and distribute any Content that is posted, uploaded, provided, displayed, shared or submitted in connection with Your Account in any form of media or distribution now known or later developed. You agree that this license includes the right to make Content available to partnering companies and organizations as well as other individual members of the JBF Service (“JBF Community”) for use in connection with other media and services, subject to the applicable terms and conditions for such use. This license ends when You delete the Content from Your Account unless the Content has been shared with others via the JBF Services and those other members have not deleted it.

5.3 Intellectual Property Protection. JBF takes the protection of intellectual property rights seriously and expects all users of the JBF Services to do the same. In exchange for Your access and use of the JBF Services, You agree not take any action to jeopardize, limit or interfere with the intellectual property rights of JBF or of third parties. Any unauthorized use of third party intellectual property rights or Content including, without limitation, uploading, downloading, posting or distribution of third party Content, is a violation of these Terms. If You feel Your intellectual property rights or those of third parties may have been infringed or Content has been inappropriately removed by JBF as part of this policy, please notify JBF at: info@justbefriends.net. JBF reserves the right to remove any Content from the JBF Website for any reason whatsoever and we will endeavour to address concerns and respond to formal notices of alleged infringement that comply with applicable laws including the immediate Account termination for any user that violates the rights of others. We reserve the right to immediately terminate any User Account for intellectual property violation.

5.4 All Rights Reserved. JBF owns all right, title and interest in and to: (a) Just Be Friends and all trade names, trade-marks, and service marks used in connection with the JBF Services; (b) the JBF Services (including, without limitation, all web pages, sub-domains and functionality of the JBF Website); (c) aggregated and anonymous user data resulting from the use of the JBF Services which JBF has taken commercially reasonable precautions to ensure that no individual or particular transaction are identifiable.

6 — TERMINATION

6.1 Termination By You. You may terminate this Agreement at any time by deleting Your Account.

6.2 Termination By JBF. JBF may terminate Your Account or the JBF Services at any time if:

1. You breach this Agreement or any Additional Agreement with JBF including, without limitation, a breach of the JBF Compliance Requirements or Your Rights and Responsibilities; or
2. JBF discontinues its business; files a petition in bankruptcy or is adjudicated bankrupt or insolvent; makes an assignment for the benefit of creditors; makes an arrangement pursuant to any bankruptcy law; or if a receiver is appointed for JBF or JBF’s business and such receiver is not discharged within sixty (60) days; or in the event of any other occurrence, short of the foregoing, the circumstances of JBF should deteriorate to the point where, in it’s sole judgment, the continued solvency of the JBF is in doubt.

6.3 Consequences of Termination. Following termination of Your Account or this Agreement for any reason whatsoever, Your permission to access and use the JBF Services is immediately revoked.

6.4 Survival of Terms. Notwithstanding the foregoing, the following sections shall survive termination of this Agreement: 4.1, 4.2, 5.1, 5.2, 5.3, 5.4, 7.1, 7.2, 7.3, 8.1, 8.2, 8.3, 8.4, 9.6, 9.7, 9.8.

7 — REPRESENTATIONS AND WARRANTIES

7.1 GENERAL WARRANTY DISCLAIMER. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, JBF (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND INFORMATION PROVIDERS) MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS TO ANY PERSON OR ENTITY WITH RESPECT TO THE JBF SERVICES OR JBF WEBSITE. EXCEPT AS SET FORTH ABOVE, JBF SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT WHICH HAS BEEN ENTERED, UPLOADED, DOWNLOADED REMOVED OR USED IN CONNECTION WITH YOUR ACCOUNT. JBF AND ITS SERVICE PROVIDERS DO NOT GIVE ANY WARRANTIES, GUARANTEES, REPRESENTATIONS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FUNCTIONALITY OF THE JBF SERVICES, THE JBF WEBSITE, THE USER INTERFACE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, COMPLIANCE WITH ANY DESCRIPTION, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS) WITH RESPECT TO THE JBF SERVICES AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7.2 NO WARRANTY FOR THIRD PARTY PRODUCTS AND SERVICES. JBF MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS WITH RESPECT TO THE PRODUCTS OR SERVICES OF ADVERTISERS, SPONSORS OR DONORS REFERENCED ON THE JBF WEBSITE OR IN ASSOCIATION WITH THE JBF SERVICES. JBF ACCEPTS NO LIABILITY FOR CLAIMS OR DEFICIENCIES RELATING TO THE THIRD PARTY PRODUCTS OR SERVICES ADVERTISED, PROMOTED OR OTHERWISE MADE AVAILABLE OR REFERENCED VIA THE JBF SERVICES OR THE JBF WEBSITE.

7.3 NO WARRANTY OF SERVICE AVAILABILITY. JBF DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION OR DATA AVAILABLE OR ACCESSIBLE THROUGH USE OF THE JBF SERVICES NOR THAT THE JBF SERVICES MAY BE PROVIDED WITHOUT INTERRUPTION OR ERROR FREE. JBF DOES NOT WARRANT THAT IT WILL BE ABLE TO CORRECT ALL REPORTED DEFECTS. JBF CANNOT AND DOES NOT GUARANTEE THAT THE JBF SERVICES AND ACCESS TO YOUR ACCOUNT WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS OR DELAY AND SINCE THE JBF SERVICES ARE FACILITATED AND/OR TRANSMITTED THROUGH PUBLIC INTERNET LINES AND PUBLIC AND/OR PRIVATE SWITCHED TELEPHONY NETWORK(S) (AS THE CASE MAY BE), YOU UNDERSTAND THAT THERE MAY BE SERVICE DISRUPTIONS OR OUTAGES.

8 — LIMITATION OF LIABILITY AND INDEMNITY

8.1 Liability Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JBF SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT (EXCEPT AS PROVIDED IN SECTION 8.2 BELOW) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER OR FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF REPUTATION OR GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, OR FOR ANY BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE JBF YOUR ACCOUNT OR YOUR USE OF OR INABILITY TO USE, THE JBF SERVICES. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST USER OR JBF. NEITHER PARTY SHALL APPLY FOR, SEEK OR OTHERWISE REQUEST FROM ANY COURT, RELIEF, REMEDY, COMPENSATION OR REDRESS IN THE FORM OF EXEMPLARY OR PUNITIVE DAMAGES.

8.2 MAXIMUM LIABILITY. EXCEPT FOR THE USER INDEMNITY OBLIGATIONS UNDER SECTION 8.4, THE AGGREGATE LIABILITY OF JBF FOR ALL CLAIMS OF ANY KIND WHETHER BASED IN CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, OR RESULTING IN CONNECTION WITH THIS AGREEMENT, FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY SERVICES COVERED OR FURNISHED UNDER THIS AGREEMENT, WILL IN NO CASE EXCEED THE LESSER OF THE AMOUNT, IF ANY, PAID BY YOU UNDER THIS AGREEMENT IN THE YEAR IN WHICH THE CLAIM AROSE OR FIFTY DOLLARS. JBF IS NOT AND SHALL NOT BE LIABLE OR ANY LOSS OF BUSINESS, USE OR DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER KIND OF INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST USER OR JBF.

8.3 APPLICATION OF EXCLUSIONS AND LIMITATIONS OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY DESCRIBED ABOVE:

1. APPLY TO ANY AND ALL CAUSES OF ACTION WHATSOEVER INCLUDING BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), BREACH OF ANY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY;
2. SHALL ENURE TO THE BENEFIT OF JBF AND ITS SERVANTS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, LICENSORS, SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, AND/OR SUCCESSORS AND ASSIGNS; AND
3. ARE REASONABLE AND REFLECTED IN THE PRICING SET BY JBF.

8.4 Indemnity. You hereby agree to defend, indemnify, and hold harmless JBF, its officers, directors, agents, assigns, employees, contractors, consultants, shareholders, and service providers and their respective successors and assigns, from and against any and all claims, demands, actions, proceedings, liabilities, judgments, penalties whether civil or criminal, taxes, and all costs, liabilities and expenses (including, without limitation, reasonable legal fees) arising out of or relating to your use of the JBF Services, Account, the upload or download of any Content, malicious software, spam, code, Trojan horse, or that may be incurred by JBF arising out of, or relating to, Your use of the JBF Service, Your violation of this Agreement, the misuse or illegal use of the JBF Service, applicable law or rights of any third parties (including intellectual property rights), the failure of User to comply with applicable laws and regulations, any errors in any data (including maintenance data) supplied to JBF or supplied by the User via the JBF Service, or User’s gross negligence or wilful misconduct.

9 — GENERAL

9.1 Additional Agreements. You acknowledge and agree that Your use of the JBF Services may require You to enter into one or more Additional Agreements. This Agreement and the Additional Agreements are intended to be correlative, complementary and mutually explanatory of one another. However, in the event of a conflict, inconsistency or ambiguity between the terms of any Additional Agreement and the terms of this Agreement, the terms of the Additional Agreement shall prevail unless expressly stated otherwise in the Additional Agreement.

9.2 Assignment and Sublicense Prohibited. You may not assign, delegate, sublicense, or transfer or Your Account or the rights granted hereunder without the prior written consent of JBF. Notwithstanding the foregoing, JBF may, at its sole discretion, assign this Agreement or any of its rights and obligations hereunder to any third party, without prior notice to You.

9.3 Waiver. No delay on the part of JBF in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

9.4 Modifications to Agreement. JBF reserves the right to modify this Agreement at any time at its sole discretion by providing such revised Agreement to You or by publishing the revised Agreement on the JBF Website. You are responsible for periodically reviewing the amendments on the JBF Website and You are deemed to be aware of such amendments. If You do not agree to the amended terms of use, You shall immediately stop using the JBF Website and JBF Services. Your continued use of the JBF Services and/or JBF Website shall constitute Your acceptance to be bound by the revised Agreement. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on JBF unless executed by JBF in writing.

9.5 Severability. Each provision of this Agreement is intended to be severable and if any provision is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such provision shall be severed from this Agreement and will not affect the legality or validity or enforceability of the remainder of this Agreement or any other provision hereof and the Agreement shall be construed, as nearly as possible, to reflect the intentions of the severed provision(s) to the extent possible under applicable law.

9.6 Governing Law and Jurisdiction. This Agreement shall in all respects, be construed according to, and the rights and liabilities of the parties hereto shall in all respects be governed exclusively by, the laws of the Province of Saskatchewan, Canada without reference to the principles of conflicts of law.

9.7 Class Action Waiver. You agree to waive any right You may have to: (a) trial by jury; and (b) commence or participate in any class action against JBF related to the JBF Service or this Agreement and, where applicable, You also agree to opt out of any class proceedings against JBF or its licensors.

9.8 Dispute Resolution – Binding Arbitration. Unless otherwise agreed to in writing by JBF, any claim dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future – except for the collection from You of any amount owing to JBF) arising out of or relating to these Terms shall be determined and settled at the request of either party by binding arbitration in Regina, Saskatchewan, Canada, in accordance with The Arbitration Act (Saskatchewan), on the basis of the JBF Dispute Resolution terms [NTD: insert hyperlink]. This section shall survive termination of this Agreement, Your Account, the JBF Website or the JBF Services for any reason whatsoever.

9.9 Force Majeure. JBF shall not be liable to You for any delay in performance or inability to perform due to Force Majeure. “Force Majeure” includes any acts or omissions of any civil or military authority, acts of God, terrorism, fires, strikes or other labour disturbances, major equipment failures, fluctuations or non-availability of electrical power, heat, light, air conditioning or telecommunications equipment that cannot reasonably be foreseen or prevented, or any other act, omission or occurrence beyond JBF’s reasonable control, irrespective of whether similar to the foregoing enumerated acts, omissions or occurrences. JBF shall take all reasonable steps and commercially reasonable efforts to restore its ability to perform its obligations under this Agreement subsequent to a Force Majeure event.

9.10 Notices. All notices, requests and other communications required or permitted to be given under this Agreement except those specifically permitted to be given by e-mail or posted using the JBF Services, must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by express mail, private courier or facsimile to the party to whom such notice is required or permitted to be given. Any such notice will be considered to have been given when received, or if mailed, five business days after it was mailed, as evidenced by the postmark. Your mailing address or electronic mail address for notice shall be the address You provided to JBF in association with Your Account. You are solely responsible for keeping Your Account contact information current.

9.11 Enurement. This Agreement shall inure to the benefit of and be binding upon You and JBF and each party’s successors and permitted assigns.

9.12 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all other prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof.

© Just Be Friends Network Inc., 2011, Canada. Just Be Friends, the JBF Logo and “Find a Friend, Be a Friend” are the trade-marks of Just Be Friends Network Inc. All rights reserved.