Welcome to APrivateClub, an online community that connects people through networks of friends. The APrivateClub service ("Service") and network is operated by APC Online, Inc. ("APrivateClub"). By using the APrivateClub website at APrivateClub.com (the "Website") you agree to be bound by these Terms of Service (this "Agreement").

When you become a member of APrivateClub or use the Website, you are agreeing to the terms of this Agreement including our Privacy Policy - please be sure to read them and the agreements and privacy policies referenced in all websites linked to the www.aprivateclub.com website as they contain their own terms and conditions. When you visit these other websites, you are agreeing to their separate privacy policies and their terms and conditions of use.

This Agreement sets out the legally binding terms of your use of the Website and your membership may be modified by APrivateClub at any time and without prior notice, such modifications to be effective upon posting by APrivateClub on the Website. This Agreement includes APrivateClub's acceptable use policy for content posted on the Website, APrivateClub's Privacy Policy, and any notices regarding the Website.

1. Eligibility. Our services are available to adults who are at least 21 years of age and can enter into legally binding contracts under applicable law. You must be twenty one (21) years of age or older to register as a member of APrivateClub or use the Website. Membership in the Service is void where prohibited. By using the Website, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

2. Conduct and Proper Use. The APrivateClub services are tailored for each of our members and for member's personal use only. Your membership is limited to you alone; you may neither transfer nor share your membership or your membership password with anyone else. In addition, you agree to inform APrivateClub of any breaches in security in the www.APrivateClub.com website.

(a) In using the APrivateClub services and the www.APrivateClub.com website, you agree to provide true and accurate information in your profile. You agree not to interrupt or attempt to interrupt the operation of the provision of the APrivateClub services or www.APrivateClub.com website or to assist or authorize others in the reverse engineering of, decompiling of, and or disassembling of the software on the www.APrivateClub.com website. You agree not to distribute exchange, modify, sell or transmit anything copied from the www.APrivateClub.com website or provided as part of the APrivateClub services and you understand that APrivateClub grants you a limited license to access and make personal use of the www.APrivateClub.com website ONLY for the purpose for which it is intended. You further agree NOT to post, send, transmit, upload or otherwise publish through the www.APrivateClub.com website any materials, information, or data in the APrivateClub bulletin boards and/or other interactive parts of the www.APrivateClub.com website that we at APrivateClub, in our sole discretion, believe (i) restricts or inhibits other members from use or enjoyment of the APrivateClub services; (ii) are abusive, defamatory, indecent, obscene, offensive or threatening in any way; (iii) encourage others to conduct themselves in a manner which would be considered a criminal offense or give rise to civil liability, or otherwise violate any law; (iv) violate another's copyright or other property right; (v) contain a virus or any other harmful component; and/or (vi) contain false statements concerning the origin of the material or the communication. You understand that all such communications posted on bulletin boards and other direct interactions between members are not confidential. Accordingly, you waive any claim that any use by APrivateClub or other parties which have access to these public areas of such communications violates any of your rights (including, but not limited to, moral, privacy, including the APrivateClub Privacy Policy proprietary, and publicity rights).

(b) Termination. APrivateClub may, in its sole discretion, and without notification, immediately terminate the membership of any user of the www.aprivateclub.com website for any reason whatsoever, including but not limited to those who engage in conduct that is contrary to the terms of this Membership Agreement.

3. Term. This Agreement will remain in full force and effect while you use the Website and/or are a Member. You may terminate your membership at any time, for any reason by clicking on "Delete Membership" on the "Edit Profile" page. As stated above, APrivateClub may terminate your membership for any reason, at any time. Even after membership is terminated, this Agreement will remain in effect.

4. Maintenance of Records and Disclosure. All member records will be maintained until termination of the membership.

5. Non Commercial Use by Members. The Website is for the personal use of individual Members only and may not be used in connection with any commercial endeavors other than posting appropriate content on Listings on the Business Center page. Organizations, companies, and/or businesses may not become Members and should not use the Service or the Website for any purpose. Passwords and compiled names, photos, links, and Website content are not to be transferred or copied from the Website for use with any other product or service. Illegal and/or unauthorized uses of the Website, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website will be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress.

Further, user profiles and member accounts are not transferable, assignable, and may not be sold or used for commercial gain. Users may not sell or auction for the right to receive an invitation, nor for the invitation to APrivateClub.

6. Proprietary Rights in Content on APrivateClub. APrivateClub owns and retains all proprietary rights in the Website and the Service. The Website contains the copyrighted material, including links and compilations of individual data, trademarks, and other proprietary information of APrivateClub, and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.

7. Content Posted on the Site. All postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, and available through the Website, are the sole responsibility of the person from whom such Content originated. APrivateClub does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the APrivateClub site may contain links to other websites, which are completely independent of APrivateClub. APrivateClub makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any linked website. Likewise, APrivateClub makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such Content posted on, transmitted through, and available through the Website.

Users of APrivateClub bear all risks associated with, the use and/or reliance upon any Content, and/or the representations made therein, and under no circumstances will APrivateClub be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via Website. You acknowledge that APrivateClub does not pre-screen or approve Content prior to posting. APrivateClub makes no representations and/or warranties to any of the claims made in any posting on reviews and comments, personal profile, listings, postings, descriptions, messages, group discussions, guides, and message boards or otherwise of any Content, by any user. And further, as to Content:

(a) You understand and agree that APrivateClub may review and delete any content, messages, photos or profiles (collectively, "Content") that in the sole judgment of APrivateClub violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members.

(b) Your profile must describe you, an individual person. Examples of inappropriate profiles include, but are not limited to, profiles that purport to represent an animal, place, inanimate object, fictional character, or real individual who is not you.

(c) You are solely responsible for the Content that you publish or display (hereinafter, "post") on the Service, or transmit to other Members.

(d) By posting Content to any public area of APrivateClub, you automatically grant, and you represent and warrant that you have the right to grant, to APrivateClub an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.

(e) The following is a partial list of the kind of Content that is illegal or prohibited on the Website. APrivateClub reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Service and terminating the membership of such violators. It includes Content that:

• is patently offensive to the online community, such as Content that promotes racism, bigotry , hatred or physical harm of any kind against any group or individual;
• harasses or advocates harassment of another person;
• involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
• promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
• contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page) ;
• displays pornographic or sexually explicit material of any kind;
• provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
• provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
• solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
• engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes;
• solicit people you don't know to add you or accept you as a friend on APrivateClub; or
• post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure.

Even though all of this is strictly prohibited, there is a small chance that You might become exposed to such items and You further waive Your right to any damages (from any party) related to such exposure.

(f) You must use the Service in a manner consistent with any and all applicable laws and regulations.

(g) Users may provide personal information, both on the Website and on their profiles, but do so at their own risk. APrivateClub is not responsible for, and cannot prevent or control, criminal, offensive, or unwanted communications or physical contact that may occur outside the APrivateClub Website. By including personal information on the Website, and/or on profiles, users assume the risk of injury or unwanted communications, interactions, or physical contact associated therewith that may occur in the physical world, and not on APrivateClub's Website.

(h) You may not engage in advertising to, or solicitation of, other Members to buy or sell any products or services through the Service. You may not transmit any chain letters or junk email to other Members. Although APrivateClub cannot monitor the conduct of its Members off the Website, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, APrivateClub reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which APrivateClub deems appropriate in its sole discretion.

• Copyright Policy. All materials on this Website, including, without limitation, the APrivateClub logo, design, text, graphics, software, other files, and the selection and arrangement thereof (the "Content") are protected by copyrights which are owned or licensed by APrivateClub, or otherwise used with permission by APrivateClub. You may not reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any Content from the Website or any other site owned or operated by APrivateClub without the prior written permission of APrivateClub. Any modification of the Content, or any portion thereof, or use of the Content for any other purpose constitutes an infringement of APrivateClub's copyrights and other proprietary rights. Use of the Content on any other site or other networked computer environment is prohibited without prior written permission from APrivateClub. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact the complaining party;
• A notarized statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A notarized statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

8. Trademarks. APrivateClub's trademarks in the United States are protected by federal and state law and may not be copied or imitated. Other names and brands used on the Website may be claimed as the property of others. These trademarks may not be copied, imitated, or used, in whole or in part, without the prior written permission of APrivateClub or the rights holder. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of APrivateClub, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of APrivateClub.

9. Member Disputes. You are solely responsible for your interactions with other APrivateClub Members. APrivateClub, Inc. reserves the right, but has no obligation, to monitor disputes between you and other Members.

10. Privacy. Use of the Website and/or the Service is also governed by our Privacy Policy.

11. Disclaimers. APrivateClub is not responsible for any incorrect or inaccurate Content posted on the Website or in connection with the Service, whether caused by users of the Website, Members or by any of the equipment or programming associated with or utilized in the Service. APrivateClub is not responsible for the conduct, whether online or offline, of any user of the Website or Member of the Service. APrivateClub assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. APrivateClub is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Website or combination thereof, including injury or damage to users and/or Members or to any other person's computer related to or resulting from accessing, viewing, participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will APrivateClub be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website or the Service, any Content posted on the Website or transmitted to Members, or any interactions between users of the Website, whether online or offline. The Website and the Service are provided "AS-IS" and APrivateClub expressly disclaims any warranty of fitness for a particular purpose or non-infringement. APrivateClub cannot guarantee and does not promise any specific results from use of the Website and/or the Service. The service may be temporarily unavailable from time to time for maintenance or other reasons. No advice or information, whether oral or written, obtained by user from APrivateClub or through or from the service shall create any warranty not expressly stated herein.

12. Access to Services and Security. Services provided on the www.APrivateClub.com website are offered "as-is, as-available". APrivateClub will make every effort to maintain the www.APrivateClub.com website and has no control over your ability to access the www.APrivateClub.com website at any particular time. Similarly, APrivateClub is not responsible for any limitation of services due to technical difficulties beyond our control, including any interruption of services provided by APrivateClub, its affiliated websites, or throughout our network of affiliated professional coaches.

(a) APrivateClub uses industry standard physical and electronic procedures (including firewalls) to protect the information we receive from you. Digital certificates encrypt data using Secure Sockets Layer (SSL) technology, the industry standard method for protecting web communications. The SSL security protocol provides data encryption, server authentication, message integrity, and optional client authentication for a TCP/IP connection. SSL has been universally accepted on the World Wide Web for authenticated and encrypted communication between members' computers and servers. SSL ensures that the information exchanged between your computers and our servers over the Internet is secure and cannot be accessed by any third party. Members agree to safeguard their user name and password at all times in order to protect their own privacy.

13. APrivateClub uses best efforts to employ industry standard practices to protect your privacy on the APrivateClub site but cannot ensure or warrant the security of any information you transmit to us (or a linked site) over the Internet. BY USING THE WWW.APRIVATECLUB.COM WEBSITE, YOU RECOGNIZE THAT TRANSMISSIONS OVER THE INTERNET ARE AT YOUR OWN RISK AND THIRD PARTIES MAY, DESPITE OUR BEST EFFORTS, UNLAWFULLY INTERCEPT OR ACCESS SAID TRANSMISSIONS.

14. Technical Requirements. While best efforts have been made to ensure our pop-up applications will not be blocked by pop-up blocker software, due to the varying nature of such software and the rules to which they subscribe we cannot guarantee that some of our pop-up applications will not be affected.

APrivateClub recommends that members add the www.Aprivateclub.com website to the list of sites they maintain from which their pop-up blocker software should never block pop-ups before accessing the site and using our services. Examples of pop-up blocking software include the Google Toolbar, Panicware, SBC Yahoo! browser, and new versions of Netscape and AOL.

(a) The www.APrivateClub.com website is best viewed at 1024 x 768 screen resolution and is intended for viewing via Internet Explorer on Microsoft Windows based solutions and Internet Explorer and Safari on Apple Mac systems.

15. Limitation on Liability. Except in jurisdictions where such provisions are restricted, in no event will APrivateClub be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising from your use of the Website or the Service, even if APrivateClub has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, APrivateClub's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to APrivateClub for the Service during the term of membership.

16. Disputes. If there is any dispute about or involving the Website and/or the Service, by using the Website , you agree that the dispute will be governed by the laws of the State of New York without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of New York, City of New York.

17. Indemnification. You agree to indemnify APrivateClub, its directors, officers, employees, agents, subsidiaries, successors and assigns, for any losses, costs, or damages, including reasonable attorneys fees incurred by APrivateClub and relating to, or arising out of any dispute or claim pertaining to violations of the Privacy Policy this Agreement and any content or software placed on the www.APrivateClub.com website, or made by any third party due to or arising out of anything you submit, post, transmit or make available through any APrivateClub bulletin board and/or any other interactive parts of the www.APrivateClub.com website, or your violation of any rights of another. You further agree that if you violate any terms of this Membership Agreement and your violation causes any harm to others, you agree to hold APrivateClub harmless for any liability for that harm.

18. No Agency. There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between APrivateClub and any User of the Service.

19. Privacy Policy. Users of this Website should refer to APrivateClub's Privacy Policy for information about how APrivateClub uses, collects information, and may disclose or otherwise provide information to third parties.

20. Other. This Agreement, accepted upon use of the Website and further affirmed by becoming a Member of the Service, contains the entire agreement between you and APrivateClub regarding the use of the Website and/or the Service. The failure of APrivateClub to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. APrivateClub reserves the right, in its sole discretion, to modify these Terms without further notice and at any time. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms. Please contact us with any questions regarding this agreement. APrivateClub is a trademark of APC Online, Inc.

BY USING THIS WEBSITE, I ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT AND HAVE AGREED TO ALL OF THE PROVISIONS CONTAINED THEREIN.