1. ACCEPTANCE OF TERMS

Welcome to the Shem Systems Web Sites. The Shem Systems Web Sites provide their service to you, subject to the following Terms of Service, which may be updated by us from time to time without notice to you. Your use of this Service following any such change constitutes your agreement to follow and be bound by the terms as changed. You can review the most current version of the Terms of Service at any time at: www.shemsystems.com/terms.htm. In addition, when using particular Shem Systems Web Sites services, you and the Shem Systems Web Sites shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms of Service. The Shem Systems Web Sites also may offer other services from time to time, that may be governed by further terms in addition to these Terms of Services, which will be displayed in those areas of the Service to which such additional terms apply.

2. DESCRIPTION OF SERVICE

The Shem Systems Web Sites currently provide users with access to a collection of resources, including a forum for local residents and businesses, and a free listing for local businesses. (the "Service"). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for the Shem Systems Web Sites to provide the Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, shall be subject to the Terms of Service. You understand and agree that the Service is provided "AS-IS" and that the Shem Systems Web Sites assume no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings.

You are responsible for obtaining access to the Service and understand that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Shem Systems Web Sites have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Shem Systems Web Sites have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). The Shem Systems Web Sites is concerned about the safety and privacy of all its users, particularly children. Although it is the Shem Systems Web Sites’ policy to not permit content that is inappropriate for children, given the interactive nature of certain parts of this Service, it cannot guarantee that such content will never be posted, even if only temporarily. For this reason, the Shem Systems Web Sites can only accept registration from persons that are at least 18 years old. By registering with this Service you certify that you are at least 18 years old, and agree that you shall not permit any other person, including but not limited to child under the age of thirteen, to access the Services, including message boards (among others). You will not be permitted to post content to the Service’s message boards until you have registered with the Service. You understand and agree that all postings to message boards shall automatically be accompanied by your name. The Shem Systems Web Sites does not permit anonymous postings.

4. The Shem Systems Web Sites’ PRIVACY POLICY

Registration Data and certain other information about you are subject to our Privacy Policy. For more information, see our full privacy policy at www.shemsystems.com/privacy.htm.

5. MEMBER ACCOUNT AND SECURITY

You will need to register to use certain areas of the Shem Systems Web Sites. You are fully responsible for all activities that occur under your name. You agree to (a) immediately notify the Shem Systems Web Sites of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Shem Systems Web Sites cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

6. MEMBER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not the Shem Systems Web Sites, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. The Shem Systems Web Sites do not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will the Shem Systems Web Sites be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

a.

upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b.

harm minors in any way;

c.

impersonate any person or entity, including, but not limited to, a Shem Systems Web Sites official, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d.

forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

e.

upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f.

upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

g.

upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," or any other form of solicitation, except in those areas, if any, that are clearly designated for such purpose;

h.

upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

i.

interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

j.

intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

k.

"stalk" or otherwise harass another; or

l.

collect or store personal data about other users.

You acknowledge that the Shem Systems Web Sites do not pre-screen Content, but that the Shem Systems Web Sites and their designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, the Shem Systems Web Sites and their designees shall have the right to remove any Content that violates the Terms of Service or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by the Shem Systems Web Sites or submitted to the Shem Systems Web Sites, including without limitation information in the Shem Systems Web Sites Message Boards and in all other parts of the Service.

You acknowledge and agree that the Shem Systems Web Sites may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Shem Systems Web Sites, their users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

7. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

The Shem Systems Web Sites does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant the Shem Systems Web Sites the following world-wide, royalty free and non-exclusive license(s), as applicable:

With respect to Content you submit or make available for inclusion on publicly accessible areas of the Shem Systems Web Sites, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes of providing and promoting the specific Shem Systems Web Sites Service to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or the Shem Systems Web Sites removes such Content from the Service.

With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible area of the Service, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or the Shem Systems Web Sites removes such Content from the Service.

With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service, the perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

"Publicly accessible" areas of the Service are those areas of the Shem Systems Web Sites that are intended by the Shem Systems Web Sites to be available to the general public. By way of example, publicly accessible areas of the Service would include the Shem Systems Web Sites Message Boards that are open to both members and visitors. However, publicly accessible areas of the Service would not include portions of the Shem Systems Web Sites that are limited to registered members, the Shem Systems Web Sites services intended for private communication such as e-mail, or areas off of the Shem Systems Web Sites such as portions of World Wide Web sites that are accessible through links on the Shem Systems Web Sites but are not hosted or served by the Shem Systems Web Sites.

8. INDEMNITY

You agree to indemnify, defend and hold Shem Systems Corporation, the Shem Systems Web Sites, and their subsidiaries, affiliates, officers, directors, employees, consultants, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the Terms of Service, your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity, or your violation of any other rights of another.

9. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

10. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that the Shem Systems Web Sites may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on the Shem Systems Web Sites' servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that the Shem Systems Web Sites have no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that the Shem Systems Web Sites reserve the right to log off accounts that are inactive for an extended period of time. You further acknowledge that the Shem Systems Web Sites reserve the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

11. MODIFICATIONS TO SERVICE

The Shem Systems Web Sites reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that the Shem Systems Web Sites shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

12. TERMINATION

You agree that the Shem Systems Web Sites, in their sole discretion, may terminate your account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if the Shem Systems Web Sites believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. The Shem Systems Web Sites may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that the Shem Systems Web Sites may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that the Shem Systems Web Sites shall not be liable to you or any third-party for any termination of your access to the Service.

13. DEALINGS WITH ADVERTISERS

The Shem Systems Web Sites contains or may contain in the future promotions, advertisements, and offers for sale of merchandise from local merchants, which may or may not be available for purchase through use of the Service. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that the Shem Systems Web Sites shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service, even though in some instances the Shem Systems Web Sites may as an accommodation for its advertisers collect and process credit card payments for merchandise sold through the Service. Merchandise displayed at the Shem Systems Web Sites may or may not be available in the stores of the advertising merchants. The prices displayed by the advertisers at the Shem Systems Web Sites are quoted in U.S. Dollars and are valid and effective only in the United States. We have made every effort to display as accurately as possible the colors and features of any products that are displayed on the Shem Systems Web Sites. However, as the actual colors and features you see will depend on your monitor, we cannot guarantee that your monitor's display of any color or graphic representation will be accurate.

14. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Shem Systems Web Sites have no control over such sites and resources, you acknowledge and agree that the Shem Systems Web Sites are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that the Shem Systems Web Sites shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

15. The Shem Systems Web Sites' PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Shem Systems Web Sites or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

The Shem Systems Web Sites grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by the Shem Systems Web Sites for use in accessing the Service.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. the Shem Systems Web Sites EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b.

the Shem Systems Web Sites MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM the Shem Systems Web Sites OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE Terms of Service.

17. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT the Shem Systems Web Sites SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF the Shem Systems Web Sites HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

18. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.

19. SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS

The Service is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. The Shem Systems Web Sites and their licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions made based on such information.

20. NOTICE

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on the Service.

21. TRADEMARK INFORMATION

Shem Systems Corporation,, the Shem Systems logo, shemsystems.com, Bound-Brook.com, and any other trademarks, service marks, and other logos and product and service names are trademarks of Shem Systems Corporation (the "Shem Systems Marks"). Without the Shem Systems Web Sites' prior permission, you agree not to display or use in any manner, the the Shem Systems Marks.

22. COPYRIGHTS and COPYRIGHT AGENTS

The Shem Systems Web Sites respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Shem Systems Web Sites' Copyright Agent the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that you claim has been infringed;

a description of where the material that you claim is infringing is located on the site;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

The Shem Systems Web Sites' Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

William Mild
Shem Systems Corporation
238 West Main Street
Bound Brook, NJ 08805

By email form.

23. GENERAL INFORMATION

The Terms of Service constitute the entire agreement between you and the Shem Systems Web Sites and govern your use of the Service, superceding any prior agreements between you and the Shem Systems Web Sites. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The Terms of Service and the relationship between you and the Shem Systems Web Sites shall be governed by the laws of the State of New Jersey without regard to its conflict of law provisions. You and the Shem Systems Web Sites agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Somerset, New Jersey. The failure of the Shem Systems Web Sites to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.

24. VIOLATIONS

Please report any violations of the Terms of Service to this email form.