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Welcome to SpreadsheetMarketplace. By using the services available from the domain and sub-domains of www.SpreadsheetMarketplace.com (the "Site") you are agreeing to the following terms, including those available by hyperlink (the "Agreement" or "User Agreement") with SpreadsheetMarketplace Inc. Before you user any of the features of SpreadsheetMarketplace, you agree that you have read and accept all of the terms and conditions in, and linked to, this User Agreement, Privacy Policy, and the Intellectual Property Protection Program. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you also agree that your use of other SpreadsheetMarketplace branded web sites will be governed by the User Agreement and Privacy Policy posted on those web sites. This Agreement is effective on July 24th, 2006 for current users, and upon acceptance for new users. While using the Site, you will not: post content or items in an inappropriate category or areas on the Site; violate any laws, third party rights, or upload harmful, malicious, or offensive material. use the Site if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Site; manipulate the price of any item or interfere with other user's listings; circumvent or manipulate our fee structure, the billing process, or fees owed to SpreadsheetMarketplace; post false, inaccurate, misleading, defamatory, or libelous content (including personal information);distribute or post spam, chain letters, or pyramid schemes; distribute viruses or any other technologies that may harm SpreadsheetMarketplace, or the interests or property of SpreadsheetMarketplace users; copy, modify, or distribute content from the Site and SpreadsheetMarketplace's copyrights and trademarks; or harvest or otherwise collect information about users, including email addresses, without their consent. Abusing SpreadsheetMarketplace SpreadsheetMarketplace and the Community work together to keep the site working properly and the Community safe. Please report problems, offensive content, and policy violations to us. Any item that violates SpreadsheetMarketplace policies or infringes on the copyrights of others may be removed. In addition, some listings are removed because the language or photos used in the item title or description violate SpreadsheetMarketplace policy. SpreadsheetMarketplace's Intellectual Property Protection (IPP) program works to ensure that listed items do not infringe upon the copyright, trademark or other rights of third parties. If you believe that your rights have been violated, please review our Intellectual Property Protection (IPP) program policy and submit the attached form if applicable. Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, remove hosted content, and take technical and legal steps to keep users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts. Fees and Services Using SpreadsheetMarketplace and purchasing listed items is free for buyers. We do charge fees for using other services, such as selling items. When you list an item or use a service that has a fee you have an opportunity to review and accept the fees that you will be charged based on our Fees schedule, which we may change from time to time. Changes to the Fees Schedule are effective immediately and without notice by posting the changes on the Site. We may choose to temporarily change the fees for our services for promotional events (for example, free listing days) or new services, and such changes are effective when we post the temporary promotional event or new service on the Site. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Site in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your PayPal account balance.) Content License When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to label, categorize, rename, sell, resell, modify, and exercise the copyright, publicity, and database rights you have in the content, in any media known now or in the future. (We need these rights to host and display your content.) Liability You will not hold SpreadsheetMarketplace responsible for other users' actions or inactions, including things they post. We have limited control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of listings, or the ability of buyers to pay for items until the financial transaction is complete and verified. License Grant for Content Elements. The Software may include certain photographs, clip art, shapes, animations, sounds, music, Excel files, Macros, and video clips that are identified in the Software for your use (together "Content Elements"). You are not licensed to do any of the following: You may not sell, license or distribute copies of the Content Elements by themselves or as part of any collection, product or service. You may not grant customers of your product or service any rights to license or distribute the Content Elements. You may not license or distribute any of the Content Elements that include representations of identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes or to express or imply any endorsement or association with any product, service, entity, or activity. You may not create obscene or scandalous works, as defined by federal law at the time the work is created, using the Content Elements. In addition, you must (a) indemnify and defend SpreadsheetMarketplace.com from and against any claims or lawsuits, including attorneys' fees that arise from or result from the licensing, use or distribution of Content Elements as modified by you, and (b) include a valid copyright notice on your products and services that include the Content Elements. License Grant for Content Elements. You are not licensed to do any of the following: You may not sell, resell, license, rent, lease, lend, or otherwise transfer for value, the Content Elements. You may not copy or post any on any network computer or broadcast it in any media. Further, we cannot guarantee continuous or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, data, time, reputation, or any special, indirect, or consequential damages arising out of your use of our Site. Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to $100. Release If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code ?1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Access and Interference The Site contains robot exclusion headers. Much of the information on the Site is updated on a real-time basis and is proprietary or is licensed to SpreadsheetMarketplace by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: ? take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; ? copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of SpreadsheetMarketplace and the appropriate third party, as applicable; ? interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or ? bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. Privacy We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the SpreadsheetMarketplace Privacy Policy. We view protection of users' privacy as a very important community principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. If you object to your Information being transferred or used in this way please do not use our services. Indemnity You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party. No Agency No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Notices Except as explicitly stated otherwise, legal notices shall be served on SpreadsheetMarketplace's national registered agent (in the case of SpreadsheetMarketplace) or to the email address you provide to SpreadsheetMarketplace during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing. Resolution of Disputes If a dispute arises between you and SpreadsheetMarketplace, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and SpreadsheetMarketplace agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. ? Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against SpreadsheetMarketplace must be resolved by a court located in San Mateo County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within San Mateo County, California for the purpose of litigating all such claims or disputes. ? Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. ? Improperly Filed Claims - All claims you bring against SpreadsheetMarketplace must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, SpreadsheetMarketplace may recover attorneys' fees and costs up to $100,000, provided that SpreadsheetMarketplace has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim. Each of these policies may be changed from time to time. Changes take effect when we post them on the Site. When using particular services on the Site, you are subject to any posted policies or rules applicable to services you use through the Site, which may be posted from time to time. All such policies or rules are hereby incorporated into this Agreement. General If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement. We may amend this Agreement at any time by posting the amended terms on the Site. All amended terms shall automatically be effective immediately once they are posted on the Site. This Agreement may not be otherwise amended except in a writing signed by you and us. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content License, Liability, Indemnity and Resolution of Disputes.