Babysitter Exchange, Inc.
Agreement of Service
October 23, 2003

Please review the following terms of service carefully. The terms and conditions constitute a binding agreement (the "Agreement") between you (sometimes referred to in these terms or on the website as "member" or "user" and Babysitter Exchange, Inc. (sometimes referred to in these terms or on the website as "Babysitter Exchange", "we", "us", "our" or the "service". You will signify your acceptance of the Agreement created by these terms and conditions by clicking "I Accept" and then submitting your completed online application. Members of the The Service must be individuals 18 years of age and older.

1. Enrollment Process: You can begin using our site by filling out our online enrollment form. By registering with us, you agree to provide accurate and current information about yourself and to update that information if it changes. For quality control, Babysitter Exchange will occasionally send confirmation emails to you to verify your email address has not been changed. If the confirmation email "bounces" back, we may deactivate your membership. It is your responsibility to make sure we always have your current email address.

2. Privacy: Babysitter Exchange respects the privacy of its members and will do all that is commercially reasonable to protect your private information in accordance with all applicable laws and with the privacy policy outlined on our website. We will, of course, share your contact information with other members of your group in order that they may contact you to exchange babysitting services. We may provide your personal information to the police or other investigating agencies to assist them in the investigation of any suspected violations of law. We also have the right to share your name and contact information with our attorneys in the event of serious violations of conduct. For more details, see our Privacy Policy, the terms of which are hereby incorporated.

3. Member Conduct: As a member of our service, you will have responsibilities and obligations, too. You agree to (i) protect your password and online registration information and to take responsibility for all acts that occur under your account or password, (ii) follow all local, state, and national laws with respect to the use of our service and the exchange of babysitting services, (iii) provide only accurate information about yourself, (iv) use the service only for its intended purpose: the exchange of babysitting services or as we may otherwise expressly authorize, (v) not use the information that you may gain from the services (such as contact information of our members) for any purpose other than for the exchange of babysitting services (you may not, for instance, use the contact information to send unsolicited emails or other communications), (vi) not use the service or the information you may gain from the service for any commercial purpose or in any manner that infringes on the intellectual or other property rights of others. Misuse of the service by violating any provision of this Agreement may result in your membership being immediately cancelled without refund. Although we have no obligation to police the site, we do try to remove content that is clearly inappropriate when it is brought to our attention.

4. Enforcement: We do reserve the right to cancel any membership at any time for any reason. Babysitter Exchange may also file suit against you for business interference or other appropriate legal theories and we will seek compensation from you for potential damage to our reputation caused by your actions and we will seek all the costs we incur in seeking the payment of damages from you, including reasonable attorney's fees and other costs of court or dispute resolution. Babysitter Exchange has the right to eliminate any Private Group suspected of violations of the law or our Terms of Service. Babysitter Exchange will cooperate with the authorities on any suspected violations of our Terms of Service or any local, state, or national law.

5. Ownership of the Site: This site (www.BabysitterExchange.com), and all of the content of the site, is protected by intellectual property and other laws throughout the world, and is the copyrighted property of Babysitter Exchange, Inc. ("Babysitter Exchange") and/or its various third party licensors. None of the content found on this site may be copied, reproduced, republished, distributed, sold, licensed, transferred, distributed or modified without the express written permission of Babysitter Exchange. Unauthorized use of the site would be a violation of Babysitter Exchange's and its licensors' rights. In addition, the trademarks, logos and service marks displayed on this site (collectively, the "Trademarks") are the property of Babysitter Exchange, its affiliates, and various third parties. The site and the software incorporated in the site may not be reverse engineered, decompiled or disassembled.

6. Disclaimer of Warranties: EXCEPT AS SPECIFICALLY PROVIDED IN THIS PROVISION, THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND BABYSITTER EXCHANGE DISCLAIMS, AND YOU WAIVE, ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION RELATED TO THE SITE AND ITS CONTENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE FUNCTIONS, MATERIALS AND CONTENT OF THE SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR, AND BABYSITTER EXCHANGE AND ITS PROVIDERS DO NOT WARRANT THE ACCURACY, CURRENCY OR RELIABILITY OF INFORMATION ON THE SITE. YOU ASSUME THE ENTIRE RISK AND COST OF REPAIRS OR CORRECTIONS TO YOUR HARDWARE OR SOFTWARE DUE TO THE USE OF THE SITE.

This disclaimer of warranty may not apply to all users.

7. Limitations of Liability & Remedies:

BABYSITTER EXCHANGE DOES NOT PROVIDE INDIVIDUALS FOR BABYSITTING SERVICES, NOR DO WE RECOMMEND INDIVIDUALS FOR BABYSITTING SERVICES. WE ALLOW YOU TO EXCHANGE BABYSITTING SERVICES WITH INDIVIDUALS YOU ALREADY KNOW AND TRUST. BY AGREEING TO USE OUR SERVICE AND BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AGREE TO USE THE SERVICE ONLY FOR SUCH PURPOSE. YOU SHOULD NOT AND AGREE HERE EXPRESSLY THAT YOU WILL NOT USE THIS SERVICE TO ALLOW ANY PERSON UNKNOWN TO YOU (OR WHO HAS NOT BEEN RECOMMENDED TO YOU BY SOMEONE YOU ALREADY KNOW AND TRUST) TO BABYSIT YOUR CHILDREN OR CHILDREN FOR WHICH YOU HAVE RESPONSIBILTY. YOU AGREE THAT BABYSITTER EXCHANGE (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SHAREHOLDERS) WILL HAVE ABSOLUTELY NO RESPONSIBILITY TO YOU OR TO ANYONE ELSE FOR THE ACTS OR OMISSIONS OF THE INDIVIDUALS YOU ALLOW TO PERFORM BABYSITTING SERVICES. BABYSITTING EXCHANGE (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SHAREHOLDERS) WILL NOT BE LIABLE FOR ANY LOSS THAT MAY BE SUFFERED BY YOU OR BY ANY THIRD PARTY AS A RESULT OF THE ACTS OR OMISSIONS OF THE INDIVIDUAL PROVIDING THE BABYSITTING SERVICES. THE PROVISIONS BELOW DESCRIBE ALL OF THIS IN GREATER DETAIL AND ALSO DESCRIBE HOW YOU AGREE TO INDEMNIFY US FOR ANY CLAIM BROUGHT BY A THIRD PARTY AS A RESULT OF YOUR USE OF THE SERVICE.

YOUR USE OF THE SITE IS ENTIRELY AT YOUR SOLE RISK. BABYSITTER EXCHANGE, AND BABYSITTER EXCHANGE'S DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, AGENTS OR AFFILIATES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY LOSS THAT YOU OR THIRD PARTIES MAY SUFFER (INCLUDING, WITHOUT LIMITATION, DAMAGE TO YOUR COMPUTER FROM USE OF THE SITE OR VIRUSES), OR DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH YOU MAY INCUR IN CONNECTION WITH THE USE OR NONPERFORMANCE OF THE SITE, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUES, BUSINESS INTERRUPTION OR OTHER SPECIAL DAMAGES EVEN IF BABYSITTER EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. Your sole and exclusive remedy for any breach of this Agreement by Babysitter Exchange shall be a refund of the fees paid for membership. Babysitter Exchange is not responsible for, and shall have no liability with respect to, the content of third party Web sites that are linked to or from the site. Babysitter Exchange is not responsible for the user generated content on the site. Some states do not allow the exclusion or limitation of liability to the extent set forth herein; therefore, this provision may not apply to every person as written.

8. Customer Indemnification. You shall indemnify and hold harmless, and at Babysitter Exchange's request defend, Babysitter Exchange, its directors, officers, shareholders, employees, agents, affiliates and owners (each, an "Indemnified Party") from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' , an allocation for in-house counsel, and other legal costs) arising out of any claim of any third party resulting from your breach of any representations, warranties or covenants set forth in this Agreement. You shall reimburse each Indemnified Party on demand for any costs, expenses and liabilities incurred by such Indemnified Party to which this indemnity relates.

9. Links to Other Sites: The site may contain links to other sites. Babysitter Exchange does not endorse any other site and is not liable for any loss or damages related to the content, products or services available through those sites. If you have any problems or concerns regarding other sites, please contact their site administrator or Web master directly.

10. Changes to Site & this Agreement: Babysitter Exchange reserves the right to discontinue, delete and change the content or purposes of the site from time to time. Babysitter Exchange also reserves the right to change the Terms of Service. The Terms of Service in effect at the time of your use shall govern your use of the site.

11. Disputes, Assignment, No Waiver, Governing Law; System Logs: This Agreement is the complete and exclusive statement of the agreement between you and us. It supersedes any proposal or prior Agreement, oral or written, and any other communications relating to the subject matter of this Agreement. If there is a conflict between what one of our employees says and the terms of this Agreement, the terms of this Agreement will prevail. You may not assign this Agreement to any other party. We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on the part of Babysitter Exchange in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. This Agreement shall be governed by, and construed in accordance with applicable federal law and with the laws of the State of California, without regard to its conflicts of law provisions. Each party using our website or using our services agrees to the exclusive jurisdiction of the courts of the State of California, and agrees that venue for any action resulting from this Agreement or the use of our services shall be the Santa Clara County, California and further waives any jurisdictional, venue or inconvenient forum objections. In the event that there is a dispute between us with respect to any of our services, relevant portions of our system logs will be made available to you for review. We will certify as to the accuracy of the relevant portion of the system log upon request. The system logs shall represent sufficient evidence of each of our own actions with respect to the online portion of our service.

12. Force Majeur: Our delay in or failure to perform any of the services under this Agreement shall be excused if such delay or failure is caused by strike, fire, flood, earthquake, acts of nature, governmental action, failure of suppliers, communications lines failures, power failures, or for any other cause or event beyond our reasonable control. In such instances, we agree to resume performance of the services as soon as commercially feasible.