Buyer Account and General User Terms of Use

Buyer Account and General User Terms of Use | Seller Account Terms of Use

Effective Date: November 14, 2010

This Buyer Account and General User Terms of Use Agreement ("User Agreement") governs your ("User") access to and use of your account (the "User Account") in connection with the ValueFind, Inc. ("ValueFind") Web site (the "Site"). Access to, and use of, the Site as a User is subject to the terms of this User Agreement. By accessing, using, or corresponding through the Site, you agree to be legally bound by these terms. The term "User" includes both Buyers and Sellers, and anyone else who accesses information on the Site for any purpose. If you are a Seller, you must additionally agree to the Seller Account Terms of Use. If you do not agree with all of these terms, then please do not use the Site.

1. Site Usage by User. Subject to the terms of this User Agreement, ValueFind grants to User a limited, personal, nontransferable, non-sublicensable license to use the Site. Except for this limited license, ValueFind does not grant to User any other rights or license with respect to this Site. Any rights or license not expressly granted herein are reserved.

In consideration of User's use of the Site, User must: (a) provide accurate, current and complete information about User as may be prompted by any registration/informational forms on the Site; (b) maintain the security of the User Account password and related information; (c) promptly update any information User provides to ValueFind, to keep it accurate, current and complete; (d) be fully responsible for all use of the User Account and for any actions that take place using such account, and (e) if User becomes aware of any unauthorized use of User's password or User Account, User must notify ValueFind immediately at .

ValueFind's policy regarding the privacy and use of the registration and other User information is set forth in ValueFind's Privacy Policy, which may be modified and amended by ValueFind from time to time. User's acceptance of this User Agreement is also User's consent to the information/security practices in ValueFind's Privacy Policy.

2. Description of Services. ValueFind is only a venue: ValueFind is a comparison shopping marketplace that connects Buyers to Sellers and allows Buyers to post items they wish to purchase along with prices and other terms (by submitting "requests") so Sellers can negotiate with them to sell their goods (by making "offers").

Buyers purchase items from Sellers, not from ValueFind. ValueFind only facilitates transactions, and does not enter into any sale or purchase contract in its own name on behalf of Buyers or Sellers. ValueFind is not involved in any transactions between Buyers and Sellers.

3. Conditions of Use. A User must:

Submit a request or offer only with the intention of completing the transaction with the other party; and

Ensure that User's request or offer is accurate, complete, not misleading, and not in violation of any applicable law or regulation.

If Buyer accepts an offer, Buyer is contractually obligated to purchase the item and must make payment of the purchase price by a method that is supported by the Seller.

User is solely responsible for the content of all information stored on or retrieved from the Site.

User's use of the Site is subject to all applicable local, state, national and international laws and regulations. User agrees not to use the Site for any illegal purposes. User will not use the Site to store, retrieve, transmit or view any file, data, or image that contains: (a) any false, misleading, fraudulent or illegal pictures, materials or information; or (b) any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.

When submitting requests or offers or otherwise using the Site, a User must agree not to:

Impersonate or falsely claim an affiliation with any other person or entity, or misrepresent User's identity or that of User's business;

Disseminate or transmit material that, to a reasonable person, may be considered abusive, obscene, pornographic, defamatory, libelous, harassing, hateful, grossly offensive, vulgar, threatening, or malicious;

Defame, abuse, harass, stalk, threaten, intimidate or otherwise violate the legal rights of ValueFind's staff or other Users;

Send solicitations of any kind including, without limitation, mass email, junk mail, advertisements, surveys, spam, chain letters, or pyramid schemes;

Harvest or otherwise collect personally identifiable information about Site Users without their consent;

Create a username at registration that is profane, obscene, or sexually explicit;

Register for more than one User Account;

Access or attempt to access any account for which User has no access authorization or duplicate, delete, revise, distribute or display any of the data or files from any such account;

Violate or attempt to violate the security of the Site;

Attempt to gain unauthorized access to any servers controlled by ValueFind;

Decompile, reverse engineer or disassemble any software used in connection with the Site;

Take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure;

Use any device, software or routine to interfere with the proper functioning of the Site; and

Upload or transmit files that contain viruses, worms, spyware, adware, or other harmful code.

4. Returns, Refunds and Customer Service Questions. All requests to return items, requests for refunds, and customer service questions must be directed to the Sellers that sold the items and not to ValueFind. ValueFind reserves the right to refuse service to any User who, in ValueFind's sole judgment, makes excessive returns.

5. Disputes, Release. All transactional disputes should be settled between the respective parties. If a dispute arises between Seller and Buyer, Buyer releases ValueFind (and its 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 Buyer is a resident of California, Buyer hereby waives 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."

ValueFind reserves the right, but has no obligation, to monitor User's use of the Site and any disagreements between User and others using the Site.

6. Relation of Parties. The performance by ValueFind of its duties and obligations under this User Agreement will be that of an independent contractor, and nothing in this User Agreement will create or imply a partnership, agency, joint venture, employment relationship or obligation of a fiduciary duty between ValueFind and the User.

ValueFind does not transfer legal ownership of items from the Seller to the Buyer, and nothing in this User Agreement may be deemed to make ValueFind the legal owner of any goods advertized on the Site.

7. Intellectual Property Rights. User acknowledges that the Site and its content, including but not limited to all text, graphics, logos, videos, audio clips, digital downloads, data, forms, images, icons, software, design, applications, and other elements available on or through the Site are the property of ValueFind or its content suppliers, and are protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and User is only permitted to use the content as expressly authorized by ValueFind. This User Agreement does not transfer any right, title, or interest in the ValueFind Site or its content to User, and User may not copy, reproduce, distribute, or create derivative works from this content without express authorization by ValueFind. User agrees not to use or divulge to others any information designated by ValueFind as proprietary or confidential. Any unauthorized use of any content contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Except as specifically permitted herein, no portion of the information on this Site may be reproduced in any form, or by any means, without prior written permission from ValueFind. Users are not permitted to modify, distribute, publish, transmit, or create derivative works of any material found on this Site for any public, personal or commercial purposes.

8. Trademarks. "ValueFind Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans, taglines and other designations ValueFind uses in connection with its services. User may not copy, use, remove, or alter any ValueFind Trademarks, or co-brand User's own products or material with ValueFind's Trademarks, without ValueFind's prior written consent. User acknowledges ValueFind's rights in the ValueFind Trademarks and agrees that any use of the ValueFind Trademarks by User shall inure to ValueFind's sole benefit. User agrees not to incorporate any ValueFind Trademarks into User's trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations.

9. Disclaimer of Warranties. The Site and all information, content, materials, products and services included on or otherwise made available to User through the Site are provided by ValueFind on an "as is" and "as available" basis, unless otherwise specified in writing. ValueFind makes no representations or warranties of any kind, whether express or implied, as to the operation of the Site or the information, content, materials, products or services included or otherwise made available to User through the Site, unless otherwise specified in writing. User expressly agrees that User's use of the Site is at User's sole risk.

To the full extent permissible by applicable law, ValueFind disclaims all warranties, express or implied, including, but not limited to, implied warranties of noninfringement, merchantability and fitness for a particular purpose. ValueFind does not warrant that this Site; information, content, materials, products or services included on or otherwise made available to User through this Site; its servers; or email sent from ValueFind are free of viruses or other harmful components. ValueFind will not be liable for any damages of any kind arising from the use of this Site or from any information, content, materials, products or services included on or otherwise made available to User through the Site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.

10. Limitation of Liability. ValueFind is not responsible or liable in any manner for agreements made between Sellers and Buyers. ValueFind is not responsible or liable in any manner for the conduct whether online or offline, of any User of the Site.

The Site may be temporarily unavailable from time to time for maintenance or other reasons. ValueFind 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 communications.

11. Force Majeure. ValueFind will not be liable for any nonperformance, delay, error, data loss or other loss caused by any events or conditions that are beyond the reasonable control of ValueFind.

12. Indemnification. User will defend, indemnify, and hold harmless ValueFind, its parents, subsidiaries and affiliates, together with their respective employees, agents, directors, officers and shareholders, from and against any and all liabilities, claims, damages, and expenses (including reasonable attorneys' fees and costs whether or not suit is instituted) arising from User's use of the Site, User's violation of this User Agreement and/or User's violation of the copyright, trademark, proprietary or other rights of any third party.

13. Termination. ValueFind may, at its sole option, discontinue the Site and terminate this User Agreement without further obligation whatsoever. ValueFind reserves the right to immediately terminate this User Agreement and User's access to the Site at any time if ValueFind determines, in its sole discretion, that User has violated this User Agreement or any relevant law, rule or regulation, or that User has engaged in conduct that ValueFind considers to be inappropriate or unacceptable.

Should User object to any terms and conditions of this User Agreement or any subsequent modifications thereto or become dissatisfied with the ValueFind service in any way, User's only recourse is to immediately: (a) discontinue use of the service; (b) terminate this User Agreement; and (c) notify ValueFind of such termination by sending an email to .

14. Usage by Minors. User represents and warrants that User is at least 18 years of age (and has reached the "age of majority" if that is not 18 years of age where User lives) and possesses the legal right and ability to enter into this User Agreement and to use this Site in accordance with the terms and conditions contained herein.

15. Notices. Any notice under this User Agreement given by ValueFind to User will be deemed to be properly given if sent by email to User's email address as set forth in the registration information. Any notice under this User Agreement given by User to ValueFind will be deemed to be properly given if received by email sent to ValueFind at or by written communication delivered by first class postage prepaid U.S. mail to:

ValueFind, Inc.
34 Hermosa Avenue
Hermosa Beach, CA, 90254

16. Severability. This User Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this User Agreement is held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this User Agreement.

17. Applicable Law. This Agreement and User's use of the Site shall be governed by and construed in accordance with the laws of the state of California, and the federal laws of the United States of America, without regard to the conflicts of laws principles thereof. User agrees and hereby submits to the personal and exclusive jurisdiction and venue of the Superior Court of Los Angeles County and the United States District Court for the Central District of California with respect to any dispute arising out of this User Agreement or User's use of this Site.

18. Miscellaneous. If this User Agreement is being entered into in paper, hard copy form, User's execution of this User Agreement constitutes acceptance of the terms herein as of the date written above. In the event that ValueFind subsequently changes the terms hereof, such terms shall be posted on the Site and User's continued use of the Site shall constitute User's acceptance of the terms so modified as of the date of such continued use. ValueFind may, at its discretion, modify this User Agreement at any time by updating the posting on the Site. Regardless of whether User enters this User Agreement in paper form or via the Site, User's use of the Site and the User Account following such modification shall constitute User's acceptance of this User Agreement as modified. User shall be responsible for reviewing and becoming familiar with any such modifications.

ValueFind will make every effort to contact the User prior to taking action for violations of User terms and conditions.