Last Updated November 30, 2009

PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT. The PetsMarketplace.com website is a service offered by OnQ Corporation. ("PetsMarketplace.com," "we" or "us"). This Terms of Use Agreement (the "Terms of Use" or "Agreement") contains the terms and conditions applicable to your access and use of the PetsMarketplace.com website and RSS feeds (collectively, the "Website") and PetsMarketplace.com's services (the "Services"), and by using the Website or the Services you accept this Agreement. PetsMarketplace.com may amend this Agreement at any time by posting the amended Terms of Use on the Website, and you agree that your use of the Website after such changes will constitute your acceptance of such changes. For your convenience, the date of last revision is included at the top of this page. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO VIEW THE WEBSITE OR USE THE SERVICES.

1. PetsMarketplace.com Membership Payment Agreement

All prices and amounts shown on this Site are in U.S. Dollars (USD), unless otherwise noted. If you subscribe to any services that we offer for a charge, you will pay the applicable fees (including, without limitation, yearly fees for premium accounts) as they become due plus all related taxes and reimburse us for any collection costs and interest for any overdue amounts.

Refund Policy

All sales are final. No refunds are given after a 72-hour grace period.
In some cases, a partial or full refund may be extended to the customer if there was an accidental overcharge (i.e.; double payment transaction). If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory laws, you agree to provide us with detailed, 30 days prior written notice before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.

2. PetsMarketplace.com's Proprietary Rights and Permitted Use

The Website and the Services are the sole and exclusive property of PetsMarketplace.com and/or its suppliers. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website or Services, use of the Website or Services, or access to the Website or Services. Use of the Website or the Services in any way not expressly permitted by this Agreement is prohibited, and may be actionable under United States or international law.

So long as you agree with and comply with the terms of this Agreement, and unless this Agreement is otherwise terminated by PetsMarketplace.com, you are permitted to view and use the Website and the Services solely for your own use; provided, however, that you may not duplicate, publish, modify, distribute or create derivative works from any content located on the Website or offered through the Services unless expressly authorized in advance in writing by PetsMarketplace.com. You agree that you will not remove or modify any acknowledgements, credits or legal notices contained on the Website.

You agree not to access the Website by any means other than through the interface that is provided by PetsMarketplace.com. You further agree that you will not collect any information from or through the Website or Services using any automated means, including without limitation any script, spider, "screen scraping," or "database scraping" application. You will not damage, disable, overburden, or impair the Website or the Services or interfere with any other party's use and enjoyment of it.

2. User Content on the Website

PetsMarketplace.com provides users through a membership the ability to upload content to the Website. You understand that all information, data, text, links, articles, photographs, graphics, video, music, sound, messages and other content posted by you on the Website (collectively, the "User Content"), whether publicly posted or privately transmitted, are your sole responsibility, and that you are solely and exclusively responsible for all such User Content. By providing, or otherwise making available any User Content, you hereby grant to PetsMarketplace.com and its affiliates a worldwide, irrevocable, royalty-free, nonexclusive, limited license to reproduce, use, adapt, modify, publish, translate, publicly perform, publicly display, distribute and create derivative works from such User Content in any form in any medium, and PetsMarketplace.com may sublicense all or part of its rights under this license or assign them to third parties. You waive all moral rights with respect to any User Content. You also represent and warrant that: (i) you own the content posted by you on or through the Website or otherwise have the right to grant the license set forth in this section; (ii) your posting of the content on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person; and (iii) your posting of the User Content is in compliance with the Code of Conduct. You further agree that PetsMarketplace.com is free to use any provided materials you send us for any purpose, including but not limited to, marketing materials and web promotion materials.

You acknowledge that PetsMarketplace.com does not pre-screen User Content, but reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Website. Without limiting the foregoing, PetsMarketplace.com shall have the right to remove any User Content that violates this Agreement (including without limitation the Code of Conduct), or is otherwise objectionable as determined in PetsMarketplace.com's sole and absolute discretion. You acknowledge that PetsMarketplace.com does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate, and bear all risks associated with, your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.

Your conduct in connection with the Website and the Services is governed by PetsMarketplace.com's Code of Conduct, which is hereby incorporated herein by this reference. If you discover materials on the Website that violate this Agreement, including without limitation the Code of Conduct, please notify us at customerservice@ PetsMarketplace.com.

3. Indemnity

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD PETSMARKETPLACE.COM, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS, AND OTHER PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (a) USER CONTENT YOU SUBMIT, POST TO, OR TRANSMIT THROUGH THE WEBSITE; (b) YOUR USE OF THE WEBSITE OR THE SERVICES; OR (c) YOUR VIOLATION OF THIS AGREEMENT, ANY APPLICABLE LAWS, OR THE RIGHTS OF ANY THIRD PARTY.

4. Links and Search Results

The Website may provide links and/or search results, and third parties may provide information that reference or link to other websites or resources. PetsMarketplace.com has no control over such sites and resources, and you acknowledge and agree that PetsMarketplace.com is not responsible for the content or information contained therein.

5. Trademarks

PetsMarketplace.com, the PetsMarketplace.com logo, The Business Search Engine, and other marks are trademarks/service marks of PetsMarketplace.com. Unauthorized use of any PetsMarketplace.com trademark, service mark or logo may be a violation of federal and state trademark laws. All third party trademarks are the property of their respective owners, and cannot be used without permission. Third party trademark references herein do not constitute or imply affiliation with, endorsement, or recommendation of PetsMarketplace.com or the Services by the respective trademark owners.

6. Communications with Third Parties

Your dealings or communications through the Website with any party other than PetsMarketplace.com are solely between you and that third party. Under no circumstances will PetsMarketplace.com be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto.

7. Modifications to Site

PetsMarketplace.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or the Services, or any portion thereof, with or without notice. You agree that PetsMarketplace.com shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website.

9. Suspension and/or Termination Rights

PetsMarketplace.com reserves the right, at its sole discretion, immediately and without notice, to suspend or terminate the Agreement, your registration for any program, your ability to access the Website, your ability to utilize any Services and/or to remove any User Content, for any reason, including without limitation any breach by you of this Agreement or conduct by you that PetsMarketplace.com determines in its sole and absolute discretion to be inappropriate. You agree that PetsMarketplace.com shall not be liable to you or any third-party for any such suspension or termination.

10. Notice of Claims for Copyright Infringement; Copyright Policy

If you are a copyright owner or agent thereof and believe that content posted on the Website by one of our users infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) the URL of the location on our Website containing the material that you claim is infringing; (d) your address, telephone number, and email address; (e) 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; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Copyright Agent can be reached by mail at: OnQ Corporation, ATTN: COPYRIGHT AGENT, 3350 East 7th St. #503, Long Beach, CA 90804, by phone at [562] 395.1268 by fax at [888] 317.1576, or by email at legal@petsmarketplace.com.

11. Privacy Policy

We believe that your privacy and the privacy of all of our users are important. Please review our Privacy Policy, to which you hereby consent.

12. Customer Support

Unless you are a Showcase member, we have no obligation to provide you with customer support of any kind. However, we may provide you with customer support from time to time, at our sole discretion, if you have created an Account and you submit your customer support questions using your Account.

13. Notices and Contact Information

Except as otherwise provided in these Terms, PetsMarketplace.com will give you any notices by posting them on the Site. Since notice of any material change to the Terms will be posted to the Site for at least 30 days, we encourage you to visit the Site at least that often. You also authorize PetsMarketplace.com to send notices (including notice of subpoenas or other legal process, if any) via electronic mail to either the email account you indicated in your account or to the non-PetsMarketplace.com email address that we have on record for you. You must check the Site for notices, and you will be considered to have received a notice when it is made available to you by posting on the Site or when sent by PetsMarketplace.com via electronic mail, whether or not received by you. PetsMarketplace.com may provide notice to any email or other address that you provide to us. You must keep your address current and any notice sent by PetsMarketplace.com to the address that you have most recently provided is effective notice. With the exception of notices related to removal of licensed material and to copyright infringement as described in Sections 9 and 10 above, respectively, you must send us any notice by mailing it to our address for Legal Notices which is: PetsMarketplace.com Attn: Legal Department; 3350 East 7th St, #503, Long Beach, California 90804, U.S.A.

14. Back-Up

PetsMarketplace.com is not liable for any lost data resulting from the operation of our Website and/or the enforcement of the Terms of Use and is not obligated to maintain back-up copies of any contributed User Content. We recommend that you retain a copy of all User Content that you post or distribute to, or through, the Website.

15. Password and Security

You may receive a password and account designation upon completing the Website's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify PetsMarketplace.com of any unauthorized use of your password or account or any other breach of security, and (b) log out of your account at the end of each session.

16. Disclosure of Personal Information and User Content

Without limitation of any of the rights granted to PetsMarketplace.com herein, you acknowledge and agree that PetsMarketplace.com may preserve and disclose your personal information and/or any User 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 our rights; (c) respond to claims that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of PetsMarketplace.com, any individual or the public.

17. Children

The Website is not directed toward children under 13 years of age nor does PetsMarketplace.com knowingly collect information from children under 13. If you are under 13, please do not submit any personally identifiable information to PetsMarketplace.com.

18. U.S. Export Controls

The Website is operated by PetsMarketplace.com from its office in the United States. Those who choose to access the Website from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.

19. Disclaimer of Warranties

THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PETSMARKETPLACE.COM MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL CODE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PETSMARKETPLACE.COM OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. NEITHER PETSMARKETPLACE.COM NOR ANY OF ITS DATA OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY ERRORS OR DELAYS IN THE CONTENT, OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PETSMARKETPLACE.COM DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE OR THE SERVICES, EVEN IF PETSMARKETPLACE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, PETSMARKETPLACE.COM'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND YOUR USE OF THE WEBSITE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO PETSMARKETPLACE.COM DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE APPLICABLE CAUSE OF ACTION AROSE.

21. 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 may not apply to you.

22. Dispute Resolution and Governing Law
      22.1     Binding Arbitration. If you and PetsMarketplace.com are unable to resolve any controversy or claim related to this Agreement (each a "Dispute"), both parties agree that, except for those Disputes expressly excluded below, such Dispute shall be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). For the convenience of the parties, the arbitration may be conducted in person, through the submission of documents or by phone. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
 
      22.2     Restrictions. You and PetsMarketplace.com agree that any arbitration shall be limited to the Dispute between PetsMarketplace.com and you individually. To the full extent permitted by law: (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
 
      22.3     Exceptions to Arbitration. You and PetsMarketplace.com agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of PetsMarketplace.com‘s intellectual property rights; and (2) any claim for injunctive relief.
 
      22.4     Location. Any arbitration will take place in Long Beach, California. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), shall be decided by a court of competent jurisdiction within Long Beach, California and you and PetsMarketplace.com hereby submit to the personal jurisdiction of that court.
 
      22.5     Governing Law. Except as otherwise provided for herein, this Agreement shall be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. Those who choose to access the Website or Services from locations outside of the United States do so on their own initiative, and are responsible for compliance with local laws if and to the extent local laws are applicable.

23. Miscellaneous

If any provision of the Terms of Use 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 Use shall remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. PetsMarketplace.com's failure to act with respect to any failure by you or others to comply with these Terms of Use does not waive PetsMarketplace.com's right to act with respect to subsequent or similar failures. These Terms of Use set forth the entire understanding and agreement between you and PetsMarketplace.com with respect to the subject matter hereof; provided, however, that it shall be read in conjunction with any PetsMarketplace.com user agreement(s) entered into by you. Any cause of action or claim you may have with respect to this Agreement or the Website must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. Data and information relating to securities or otherwise is provided for informational purposes only, and is not intended for trading purposes. The failure of PetsMarketplace.com to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

Please direct any questions you may have about the Terms of Use, or any other legal matters, to the following e-mail address: legal@PetsMarketplace.com.

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