TERMS OF USE FOR THE NIGHT EXCHANGE SERVICE

THIS AGREEMENT WAS LAST UPDATED ON SEPTEMBER 17, 2008

When you sign up for The Night Exchange® ("Service") you agree to all of the terms and conditions of this Agreement.

Please read the following terms and conditions carefully, as they form the agreement between us. If you do not agree to these terms and conditions, you may not use the Service. By using the Service after September 17, 2008 you are agreeing to be bound by this Agreement, including all amendments made to date.

User Agreement

This Agreement constitutes your agreement with Lavalife Corp.("Lavalife"), with respect to your use of the Service. You must agree to abide by all of the terms and conditions contained in this Agreement in order to become or remain an authorized user of the Service. As used in this Agreement, "we" and "us" means Lavalife or any successor or assign of Lavalife.

Right to Use

Your right to use the Service is subject to any limitations, conditions and restrictions established by us from time to time, in our sole discretion. We may alter, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database or content. We may also impose limits on certain features and aspects of the Service or restrict your access to parts or all of the Service without notice or liability. If you are a non-resident of Canada then your right to access the Services, and in particular log-in or access any database, is limited and restricted to a location situated outside of Canada. Any use of a database by a non-resident of Canada from a location within Canada is expressly prohibited.

Adult

You represent that you are at least 18 years old.

Code of Conduct

You agree to use the Service in accordance with the following Code of Conduct:

1. you will keep all information provided to you through the Service as private and confidential and will not give such information to anyone without the permission of the person who provided it to you;
2. you will not use the Service to infringe the privacy rights, property rights, or any other rights of any person;
3. you will not post messages, recordings or photos or use the Service in any way which violates, plagiarizes or infringes upon the rights of any third party, including but not limited to any copyright or privacy or other personal or proprietary rights, or is fraudulent or otherwise unlawful or violates any law;
4. you will not use the Service to engage in any form of harassment or offensive behaviour, including but not limited to the posting of communications or recordings which contain libellous, slanderous, abusive or defamatory statements, or racist, pornographic, obscene, or offensive language;
5. you will not use the Service to promote any solicitation for funds, advertising or solicitation for goods or services;
6. you will not use the Service to distribute or up load any virus, trojan horses or do anything else that might cause harm to the Service, Lavalife systems or to other members' systems in any way; and
7. you will not post or transmit in any manner any contact information including, but not limited to, telephone numbers, postal addresses, e-mail addresses, web sites, or full names through your publicly posted information.

Fees and Payments

1. Full Members of the Service are required to purchase "Blocks of Time" in order to use the "paid features" of the Service. Each Block of Time comprises a set number of minutes for time on the paid features of the Service ("Minutes"). Each of the "paid features" of the Service costs a minimum of one or more minutes to use. Each time a Full Member uses a "paid feature" of the Service, the Member's account of Block of Time is debited by the number of full minutes charged to use that "paid feature".
2. Blocks of Time may be purchased via a 1-900 telephone number, Western Union, bank draft, cash/money order or by credit card based on the pricing policy as stated on the Service at the time of purchase (not all methods of payment are available on all Services or in all geographic areas). We reserve the right to change our pricing policy at any time at our sole discretion. We also reserve the right to change the method or manner in which we charge members for Blocks of Time, or the method of payment acceptable to us, at our sole discretion.
3. Once we have confirmed receipt of your payment, we will credit your account with the Block of Time purchased. Where we receive payment for an incorrect amount we will credit your account with a pro-rated number of minutes based on the funds received. Minutes will be automatically deducted from your account as you use "paid features" of the Service. You can confirm the number of Minutes which remain available to you in your account at any time from the Member Services section by choosing option 3 from the Main Menu. Otherwise, you will always be updated on the status of your balance upon exiting a "paid feature". A Full Member whose account is at zero, remains a Full Member, but cannot access "paid features" until additional Blocks of Time are purchased. If your usage of the Service is terminated because of a breach of this Agreement or if it is terminated for any other reason, any unused Minutes are automatically and immediately forfeited.
4. THE PURCHASE OF MINUTES IS NON-REFUNDABLE. Any unused Minutes will remain credited to your account but will not be refunded if unused. If you do not log into your account for a period of 180 consecutive days, your balance will be set to zero. Minutes will only be credited to the account of the Full Member purchasing the Time, and to no one else. Time may not be transferred from one member of the Service to another member. The cost of Time purchased by a Full Member is not refundable under any circumstance but can be used by you at any time.
5. You agree to pay all fees and charges incurred in connection with your membership with the Service (including any applicable taxes1) at the rates in effect when the charges were incurred. All fees and charges are non-refundable. We may change the fees and charges in effect for using the Service, or add new fees or charges, by posting new fees and changes on the Service or on this site from time to time. You also are responsible for any fees or charges incurred to access the Service through an Internet access provider or the telephone system, including but not limited to telephone charges, long distance charges or mobile phone charges. YOU, AND NOT WE, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU.

¹Taxes Lavalife is a Nova Scotia Company with operations based in Ontario, and as such we are required to charge a Goods and Services Tax ("GST") on any purchase of Lavalife Services made by a Canadian resident. Lavalife will charge and collect GST on any purchase made from a Canadian credit card, drawn on a Canadian account and/or from a Canadian location or address.

Privacy and Use of Information

By using the services you have also agreed to our Privacy Statement. You acknowledge that (a) we cannot ensure the security or privacy of information you provide through the telephone system, on the World Wide Web or through your voice messages, and you release us from any and all liability in connection with the use of such information by other parties; (b) we are not responsible for, and cannot control, the use by others of any information which you provide to them and you should use caution in selecting the personal information you provide to others through the Service; and (c) we cannot assume any responsibility for the content of messages sent by other users of the Service, and you release us from any and all liability in connection with the contents of any communications you may receive from other users. As part of the Service, we may from time to time, email to you publicly available information about other users of the Service whom we believe may meet your pre-selected search criteria. We cannot guarantee, and assume no responsibility for verifying, the accuracy of the information provided by other users of the Service, this includes information which we may provide directly to you but which has been posted or provided to us by other users of the Service.

You may not use the Service for any unlawful purpose. We may refuse content that impersonates someone else, is protected by proprietary law, or is vulgar or otherwise offensive, as determined by us in our sole discretion.

Monitoring of Information

We reserve the right to monitor all advertisements, public postings and messages to ensure that they conform to the content guidelines which may be applicable from time to time.

Removal of Information

While we do not and cannot review every message sent by users of the Service, and are not responsible for any content of these messages, we reserve the right, but are not obligated, to delete or move content including without limitation, profiles, public postings and messages, that we, in our sole discretion, deem to violate the Code of Conduct set out above or any applicable content guidelines, or to be otherwise unacceptable. You shall remain solely responsible for the content of profiles, public postings and messages you may record to the Service or send to the users of the Service.

Termination of Access to Service

We may, in our sole discretion, terminate or suspend your access to all or part of the Service at any time, with or without notice, for any reason, including, without limitation, breach of this Agreement. Without limiting the generality of the foregoing, any fraudulent, abusive, or otherwise illegal activity, or that may otherwise affect the enjoyment of the Service or the Internet by others may be grounds for termination of your access to all or part of the Service at our sole discretion, and you may be referred to appropriate law enforcement agencies.

Proprietary Information

The Service contains information which is proprietary to us, our partners, and our users. We assert full copyright protection in the Service. Information posted by us, our partners or users of the Service may be protected whether or not it is identified as proprietary to us or to them. You agree not to modify, copy or distribute any such information in any manner whatsoever without having first received the express permission of the owner of such information.

No Responsibility

You acknowledge that we are not responsible for suspension of the Service, regardless of the cause of the interruption or suspension. Any claim against us shall be limited to the amount you paid, if any, for use of the Service during the previous 12 months. We may discontinue or change the Service or its availability to you at any time and you may stop using the Service at any time.

Security

Your account is private and should not be used by anyone else. You are responsible for all usage or activity on the Service by users using your password, including but not limited to, use of your password by any third party.

External Links

The Service may from time to time contain links to other Internet sites and resources ("External Links"). You acknowledge that we are not responsible for, and have no liability as a result of, the availability of External Links or their contents. We suggest that you review the terms of use and privacy statement of such External Links prior to use of them.

Indemnity

You agree to indemnify us, our officers, directors, employees and agents, from any loss or damages, including without limitation reasonable legal fees, which we may suffer from your activities on or use of the Service, including without limitation any breach by you of this Agreement or any charges or complaints made by other parties against you. You shall cooperate as fully as reasonably required in the defence of any claim. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you; provided, however, that you shall remain liable for any such claim.

No Warranties

THE SERVICE IS DISTRIBUTED ON AN "AS IS" BASIS. We do not warrant that this Service will be uninterrupted or error-free. There may be delays, omissions, and interruptions in the availability of the Service. Where permitted by law, you acknowledge that the Service is provided without any warranties of any kind whatsoever, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. You acknowledge that use of the Service is at your own risk. We do not represent or endorse the accuracy or reliability of any profile, advice, opinion, statement or other information displayed, uploaded, recorded or distributed through the Service by Lavalife, our partners or any user of the Service or any other person or entity. You acknowledge that any reliance upon any such opinion, member profile, advice, statement or information shall be at your sole risk.

Your continued use of the Service now, or following the posting of notice of any changes in this Agreement, will constitute a binding acceptance by you of this Agreement, or any subsequent modifications.

We may modify this Agreement from time to time. Notification of changes in this Agreement will be posted on the Service or sent via electronic mail, as we may determine in our sole discretion. If you do not agree to any modifications, you should terminate your use of the Service. Your continued use of the Service now, or following the posting of notice of any changes in this Agreement, will constitute a binding acceptance by you of this Agreement, or any subsequent modifications.

Disclosure and Other Communication

We reserve the right to send electronic mail, voice messages or text messages to you for the purpose of informing you of issues, changes or additions to the Service, or of any Lavalife related products, services and promotions. We reserve the right to disclose information about your usage of the Service and demographics in forms that do not reveal your personal identity. And by your use of the Service, you consent to such disclosures and communications subject to the terms of our Privacy Statement.

Law

This Agreement is entered into in Ontario, Canada. You agree that it will be governed by the laws of the Province of Ontario and any disputes arising out of this Agreement will be subject to the courts of the Province of Ontario and the federal courts applicable within the Province. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Les parties acceptent d'un commun accord que la pr‰sente entente soit r‰dig‰e en anglais.

Assignment

You do not have the right to assign this Agreement or any of your rights to the Service to anyone. Lavalife has the right to assign any or all of its rights and duties under this Agreement or to the Service to any third party. At the election of Lavalife, if Lavalife's obligations hereunder are assumed by a third party, Lavalife shall be relieved of any and all liability under this Agreement.

© Lavalife Corp 2007 - 2008.

<<back