VOLUNTEERLOCAL'S TERMS OF SERVICE

ATTENTION: THE FOLLOWING TERMS OF SERVICE WILL BE LEGALLY BINDING ON THE USER UPON ACCEPTANCE OF THESE TERMS DURING THE USER REGISTRATION PROCESS. USER SHOULD CAREFULLY READ THE FOLLOWING TERMS OF SERVICE BEFORE EXECUTING THE TERMS.

SECTION 1: DEFINITIONS

1.1. "Customer Data" means any data entered by Customer or a User and hosted/stored by VolunteerLocal during the term of this Terms.

1.2. "Events" means events utilizing volunteers organized by the Customer.

1.3. "Services" means the services and access provided by VolunteerLocal to Customer for the Software and the hosting of related Customer Data.

1.4. "Software" means the computer programs or routines made available to the Customer by VolunteerLocal at www.volunteerlocal.com.

1.5. "Terms" means these Terms of Service, as may be modified or amended by VolunteerLocal.

1.6. "User" shall mean a volunteer that registers to volunteer at or otherwise participate in the Event.

SECTION 2: LICENSE; USES; OWNERSHIP

2.1. Grant of License. VolunteerLocal hereby grants to Customer a non-exclusive, non-transferable right for itself, and the authorized number of Users to access and use the Software solely for the Permitted Uses specified in Section 2.2.

2.2. Permitted Uses. The Customer may use the Software and Services for the following purposes (the "Permitted Uses"):

(a) To organize Users to participate in one or more Events.

2.3. Prohibited Actions. Customer shall not (i) permit any third party to access the Software except as permitted herein, (ii) create derivative works based on the Software, (iii) copy, frame, or mirror any part or content of the Services, (iv) reverse engineer the Software or Services, (v) exploit any bugs to use the Software or Services for any purpose not specified in Section 2.2, (vi) use the Software to send unsolicited communications, or (vii) use or access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Software.

2.4. Ownership and Use of Customer Data. VolunteerLocal acknowledges that the contents of any data files created by Customer or any User, even though produced by VolunteerLocal's Software and hosted under these Terms, are the property of Customer. Notwithstanding the foregoing, VolunteerLocal reserves the right, and Customer hereby grants the right, for VolunteerLocal (a) to use any Customer Data to improve its software and processes and (b) to request that any User allow VolunteerLocal to contact them directly.

2.5. Ownership of Intellectual Property. These Terms provide access to and use of the Software and provide hosting of all related Customer Data for the purpose of organizing the Events. However, these Terms do not constitute a sale of any title or interest in the Software. The Software and all proprietary and intellectual property rights contained therein are expressly reserved to and shall remain the sole and exclusive property of VolunteerLocal.

SECTION 3: VolunteerLocal SERVICES; OBLIGATIONS

3.1. Support Services. VolunteerLocal shall provide online support for the Software. VolunteerLocal agrees to maintain the Software. VolunteerLocal has no obligation to provide services under these Terms if services are required due to: (a) improper use or failure of other software or systems not covered under these Terms, (b) failure of customer's computer hardware and/or related systems, (c) any upgrade/update for existing customer data files or other third party software services required in relation to the installation of a Software update provided under these Terms, (d) the migration of existing customer data files to the Software, or any services required in relation to the installation of or update to any other software or systems which are not part of the Software, or (e) accident, neglect or "Acts of God".

3.2. Availability of Software. VolunteerLocal shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which VolunteerLocal shall give at least 8 hours notice via email and which shall be scheduled to the extent practicable during the weekend or at night), or (b) any unavailability caused by circumstances beyond VolunteerLocal's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, or other labor problems (other than those involving VolunteerLocal employees), or Internet service provider failures or delays. VolunteerLocal will provide the Services only in accordance with applicable laws and government regulations.

3.3. Security. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where VolunteerLocal stores and processes its own information of a similar type. All such facilities are required to implement at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access to or use of Customer Data.

3.4. Data Confidentiality. VolunteerLocal will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data. Except to the extent permitted by these Terms, VolunteerLocal will not (a) modify Customer Data, (b) disclose Customer Data except as compelled by law or as expressly permitted in writing by Customer, or (c) access Customer Data except to provide the Services, prevent or address service or technical problems, or at Customer's request in connection with customer support matters. We will disclose Customer Data if compelled by law to do so, but, if possible, Customer will be provided reasonable notification of such compelled disclosure (to the extent legally permitted) and reasonable non-financial assistance if the Customer wishes to contest the disclosure.

SECTION 4: CUSTOMER OBLIGATIONS

4.1. Notice of Malfunctions. Customer shall notify VolunteerLocal of any Software malfunction for which Customer desires support services and shall provide VolunteerLocal with complete information concerning the malfunction.

4.2. No Unauthorized Use. Customer will use all commercially reasonable efforts to prevent unauthorized use of the Service, and to terminate any unauthorized use. Customer will promptly notify VolunteerLocal of any unauthorized use of, or access to, the Services of which it becomes aware, and will cooperate with VolunteerLocal to prevent or minimize such misuse. Customer agrees it will not (a) make the Services available to anyone other than authorized users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or (d) use the Services to store or transmit malicious code. Customer hereby agrees to not disable, circumvent, or bypass computer programming, firewalls, security programs, encryption files, or other tools employed to prevent unauthorized access

4.3. Protection of Trade Secrets; Confidentiality. Customer acknowledges that the Software contains trade secrets owned by VolunteerLocal, including the specific design, structure, and logic of the individual programs, and their interactions, in addition to certain other information that is confidential and proprietary. Customer agrees to keep the Software in strict confidence and to use the Software, trade secrets, and confidential and proprietary information contained therein solely pursuant to the terms of these Terms. Notwithstanding anything to the contrary herein, Customer shall not be prohibited from using or disclosing information which is already available to the public as of the date of these Terms or becomes publicly available through no fault of the Customer or its employees or agent, or is already known to the Customer as shown by pre-dated written records.

SECTION 5: LIMITED WARRANTY, DISCLAIMER OF OTHER WARRANTIES, AND LIMITATION OF LIABILITY

5.1. Limited Warranty. VolunteerLocal warrants to Customer that during the term of these Terms, the Software will perform substantially in accordance with the specifications set forth in these Terms. VolunteerLocal is not responsible for problems caused by computer hardware, computer operating systems, or the use of the Software in conjunction with computer programs not supplied to Customer by VolunteerLocal.

5.2. Cure. Customer agrees to notify VolunteerLocal in writing of any claimed error or defect in the Software or of its failure to perform substantially in accordance with the specifications set forth in these Terms. VolunteerLocal will determine whether and when to correct reproducible errors by considering the number of customers affected and the effect of the error on the Software's overall performance. VolunteerLocal shall have a commercially reasonable amount of time to cure any such failure.

5.3. Limitation of Liability. Customer agrees that VolunteerLocal's liability, if any, arising out of or in connection with the access to, use or performance of the Software shall not exceed the amounts previously paid by Customer to VolunteerLocal for the use of the Software.

5.4. LIMITED WARRANTY. THE EXPRESS WARRANTIES PROVIDED IN PARAGRAPHS SECTIONS 5.1 THROUGH 5.3 ARE LIMITED WARRANTIES MADE BY VolunteerLocal. VolunteerLocal MAKES AND CUSTOMER RECEIVES NO OTHER WARRANTY WHETHER WRITTEN, ORAL, EXPRESSED, IMPLIED, OR STATUTORY EXCEPT AS STATED IN THESE TERMS. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. VolunteerLocal SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR OTHER SIMILAR DAMAGES INCURRED BY ANY PERSON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH CLAIMS.

SECTION 6: INDEMNIFICATION

6.1. Notice of Claims. Customer shall notify VolunteerLocal immediately upon learning of any threatened or asserted claim that its use of or access to the Software infringes patents, copyrights, trademarks, trade secrets, or other intellectual property rights of any third party.

6.2. Indemnification of Customer. VolunteerLocal shall defend at its own expense any claim asserted against Customer to the extent such claim is based upon a contention that the Software in the form accessed by Customer and used within the scope of these Terms infringes any United States patents, copyrights, trade secrets, trademarks or other intellectual property rights of any third party, provided that Customer has notified VolunteerLocal in writing of such claim within ten (10) days of learning of such claim. Such defense shall include indemnification of Customer against any adverse judgment.

6.3. Indemnification of VolunteerLocal. Customer will indemnify, defend, and hold harmless VolunteerLocal from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim regarding Customer Data or regarding Customer's use of the Services in violation of these Terms.

SECTION 7: TERM

7.1. Term. These Terms shall take effect upon acceptance by the Customer pursuant to the on-line registration process and shall remain effective until terminated pursuant to Section 7.2.

7.2 Termination. These Terms may be terminated (i) by Customer by delivering written notice to VolunteerLocal at info@volunteerlocal.com, or (ii) by VolunteerLocal by delivering written notice to Customer at the email address provided during registration.

7.3. Effect of Termination. Upon termination of these Terms: (i) the rights granted hereunder will cease immediately; (ii) VolunteerLocal will provide Customer a complete database of the Customer Data within 30 days after termination; and (iii) after the database has been received, VolunteerLocal will delete all Customer Data unless the User has provided consent to VolunteerLocal to use Customer Data related to that User. Sections 3.3, 3.4, 4, 5, 6, and 8 shall survive the termination of these Terms.

SECTION 8: MISCELLANEOUS

8.1. Merger; No Waiver; Severability. These Terms constitute the complete and exclusive Terms between VolunteerLocal and Customer and supersede any prior Terms, either written or oral. If either VolunteerLocal or Customer fails to exercise any rights hereunder, it shall not constitute a waiver of such rights. The waiver of any breach or default under these Terms shall not constitute the waiver of any subsequent breach or default. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions of these Terms shall continue to be valid and enforceable. Headings and organization of the Terms are solely for convenience of the parties and do not constitute a part of the Terms for any other purpose.

8.2. Force Majeure. VolunteerLocal shall not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delay or other causes beyond VolunteerLocal's reasonable control.

8.3. Choice of Law; Venue. This Terms shall be governed under the laws of Iowa excepting its conflict of laws provisions. The parties expressly agree that the state and federal courts situated in Des Moines, Polk County, Iowa shall have non-exclusive jurisdiction and venue to hear all disputes arising from this Terms.

8.4. Assignment. Any assignment of these Terms by either party, without the prior written consent of the other, shall be null and void and of no effect and constitute a material breach of these Terms.

8.5. Notices. Any notice provided pursuant to these Terms shall be in writing and delivered by email to info@volunteerlocal.com for VolunteerLocal or the email address provided during registration for Customer.

8.6. Amendments. These Terms may be amended by VolunteerLocal at any time upon by providing notice to Customer of such amendment. Continued use of the Software after such notice shall be deemed to be acceptance of any such amendment.