TERMS OF USE

PLEASE READ THESE TERMS AND CONDITIONS OF USE ("AGREEMENT") CAREFULLY. THE USE OF THIS WEB SITE (THE "SITE") IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT WITHOUT MODIFICATION. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE SITE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE SITE TERMS, DO NOT USE THIS SITE.

The terms and conditions listed below govern use of the Site and the sale of products, and the online advertising subscriptions ("Advertisement Subscription Agreement") offered through the Site, all collectively provided by NRI WALA, LLC, a New Jersey limited liability company, and its affiliates (the "Company"). The terms "you" and "your" in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or individual entering into this Agreement with Company. The Agreement shall consist of these Terms of Use.

THE SITE COMPRISES AN ONLINE PLATFORM THROUGH WHICH USERS OBTAIN ACCESS TO INFORMATION, RESOURCES, SERVICES, PRODUCTS, AND TOOLS RELATING TO ADVERTISING OF OTHER THIRD-PARTY SERVICES (THE "SERVICES"). YOU UNDERSTAND AND AGREE THAT COMPANY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN USERS, COMPANY WILL NOT ACT AS AN AGENT. COMPANY HAS NO CONTROL OVER THE CONDUCT OF THIRD-PARTY, CUSTOMER, SERVICE PROFESSIONALS, AND OTHER USERS OF THE SITE AND SERVICES PROVIDED BY THIRD-PARTIES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE COMPANY AND ITS REPRESENTATIVES ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION THAT YOU TAKE BASED ON THE INFORMATION, OR SERVICES. YOU UNDERSTAND THAT YOU ARE SOLELY LIABLE FOR YOUR CONDUCT AND FOR ANY INFORMATION, OR USER CONTENT (AS DEFINED BELOW). YOU REPRESENT AND WARRANT THAT THE SUBMITTED USER CONTENT IS OWNED BY YOU, AND YOU SHALL NOT PROVIDE FICTION, FALSE OR MISLEADING INFORMATION TO THE COMPANY OR SUBMIT INFORMATION UNDER FALSE PRETENSES. THEREFORE, YOU HEREBY ACCEPT ALL RISKS ASSOCIATED WITH THE SERVICES AND HEREBY RELEASE AND DISCHARGE THE COMPANY AND ITS RESPECTIVES, HEIRS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, ADMINISTRATORS, EXECUTORS, AND ALL OTHERS ("RELEASEES") FROM ANY AND ALL RESPONSIBILITIES OR LIABILITY FROM INJURIES OR DAMAGES RESULTING FROM OR CONNECTED WITH THE SERVICES OBTAINED THROUGH THE SITE.

IF ANY DAMAGE OR LOSS RESULTS FROM YOUR USE OF OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY FOR SUCH LOSS. ACCORDINGLY, ALL TRANSACTIONS ARE MADE OR ACCEPTED AT THE USER'S OWN RISK.

1. GRANT OF RIGHTS; RESTRICTIONS ON USE

1.1 You are granted a nonexclusive, nontransferable, limited right to access and use of the Site made available to you. The rights and restrictions granted to you are as follows:

(a) You shall not use the Site unless you are of the age of 18 years old. By using our Site, you represent you are not under 18 years of age or have had your parent or guardian give their personal information in lieu of giving yours.

(b) You are not a person who is barred from using the Service under the laws of the United States or any other applicable jurisdiction-meaning that you do not appear on the U.S. Treasury Department's list of Specially Designated Nationals or face any other similar prohibition, and you will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations. If you create an account, you represent and warrant that you comply with this section

(c) You agree to comply with all applicable laws, rules and regulations

(d) You shall not use the Site for any purpose other than the purpose authorized under this Agreement;

(e) You represent, warrant, and/or covenant to Company that the Site will be used only: (i) by you, (ii) in the manner for which it was intended, (iii) in accordance with all applicable instructions provided by the Company, and (iv) in compliance with all applicable laws and regulations;

(f) The Site is protected by intellectual property laws, and other laws that prevent unauthorized access and use. If you access and use the Site without authorization, your access and use will be governed by these Terms of Use and you will be liable to Company for any breach of these Terms of Use as well as for unauthorized access;

(g) Without prejudice to the foregoing, you may not engage in the practices of "screen scraping," "database scraping," "data mining" or any other activity with the purpose of obtaining information from the Site or that uses web "bots" or similar data gathering or extraction methods. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site;

(h) You may not use the Site in any fashion that infringes the intellectual property rights or proprietary interests of Company or any third party. Your use of the Site must comply with all applicable laws, rules or regulations;

(i) You are solely liable for your conduct and for any information, text, photos, content, materials or messages that you upload, submit, post or transmit to the Site (collectively the "User Content"). You may not provide false or misleading information to the Site or submit information under false pretenses. Without limiting anything else in this Agreement, we may immediately terminate the Services and use of any of the Sites if you violate any of the foregoing or if you provide false or misleading information or submit information under false pretenses.

(j) In order to access some of the Services, you may be required to provide certain information about yourself (such as identification, name, address, contact details, etc.) as part of the registration process, or as part of your ability to use the Services. You agree that any information you provide will always be accurate, correct, and up to date.

(k) By posting User Content as part of the Service, you grant to the Company a perpetual, worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute the User Content. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Services.

(l) Company will retain all rights, title and interest in and to data created by the Services or obtained through the Site or Materials (as defined below), including without limitation recorded data ("Customer Data").

(m) You are prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, or using material retrieved from the Site.

2. PAYMENT

For certain services like the purchase of Tickets (as defined below) or paying for advertising under an Advertisement Subscription Agreement, you may be asked for credit card or other payment information. You agree that all information you provide is accurate, complete and current and that you will pay all charges owed, including any applicable taxes, you agree to pay the Company the fees specified in Site for the specific Services ("Fee"). We use third party payment processor to do the transactions ("Processor"). Our current payment processor is PayPal, and you will need a PayPal account to submit payment. Any payments made will be processed by PayPal, in accordance to PayPal's Terms of Service https://www.paypal.com/us/webapps/mpp/ua/useragreement-full and Privacy Policy https://www.paypal.com/us/webapps/mpp/ua/privacy-full (collectively "PayPal Services Agreement"). By agreeing to these Terms of Use or continuing to operate an account on the Site, you agree to be bound by the PayPal Services Agreement, as the same may be modified by PayPal from time to time. We are not liable for actions or inactions by PayPal or other Processors that the Company may use in the future. We reserve the right to modify, add or delete Processor, as we may deem appropriate.

PLEASE NOTE THAT YOU HAVE THE RIGHT TO CANCEL YOUR MEMBERSHIP UNDER AN ADVERTISEMENT SUBSCRIPTION AGREEMENT AT ANY TIME. NONETHELESS, THE COMPANY MAY AUTOMATICALLY DEDUCT A PAYMENT IN ACCORDANCE TO THIS THE SERVICES REQUESTED, UNLESS A PROPER CANCELATION NOTICE IS PROVIDED AS SET FORTH IN THE ADVERTISMENT SUBSCRIPTION AGREEMENT Subscription Terms.

The fees we charge for using our Services are listed on our Fee Schedule. We may change our fees from time to time by posting the changes on the Site.

If you are selling services or products through the Site, you shall be solely responsible for any applicable taxes resulting from your sales or income generated from the use of this Site.

3. CREATION OF ACCOUNT AND SECURITY

For certain services, more particularly to post an advertisement, you must: (i) create an account; and (ii) provide true, up to date and accurate account information about yourself and any product or service you advertise. Each person that is provided with a password and user ID to use the Site must agree to abide by this Agreement and is responsible for all activity under such user ID. You are responsible for maintaining the confidentiality and security of any password connected with your account. You agree to accept responsibility for all activities that occur under the account feature or password.

Any posting made through the Site, shall be subject to a preliminary review by the Company of the submitted content to ensure compliance with these Terms of Use. We reserve the right to refuse service, terminate accounts and to remove or edit content submitted by you in your account. If you believe that your account has been hacked or been compromised in any way, you shall notify the Company as soon as possible.

Third-party agents, that offer intermediary services on behalf of others are not permitted to post User Content on behalf of others, or otherwise access the Services to facilitate posting User Content on behalf of others, except with express permission or license and after creating a valid account to do so.

4. PRIVACY AND CONSENT

We believe strongly in protecting your personal information, and in making sure you know how that information will be used. Any information you enter into an inquiry form or a feature designed in the Site will be safeguarded by the Company and will only be made available to the Company for the intended purpose of providing you related information to the Services. By accessing the Services using your Facebook or Twitter or Google credentials or any other third party services, you permit us to access certain information from your profile on Facebook, Twitter, Google or any other such third-party services for use by the Services. By using the Services, you are authorizing us to collect, store, retain, and use indefinitely, in accordance to the Policy, any and all information that you permitted Facebook, Twitter, Google or any other such third-party services to provide to us. However, we will not make any disclosure of such information and we will not post anything regarding the Site or the Services in your account with Facebook, Twitter, Google or any other such third-partyPlease refer to the Privacy Policy available here Privacy Policy for additional information.

5. ACKNOWLEDGEMENT

You hereby agree and acknowledge that : (a) Company has the right to obtain without notification to you certain information about your computer or software, including, but not limited to, your operating system, identification of your hard drives, central processing unit, IP address, and Internet browser for purposes of identification; (b) Company has the right to obtain without notification to you non-personal information from your connection to the Website for demographic purposes; and (c) Company has the right to obtain without notification to you information from your computer, software, and parts or portions thereof, including, but not limited to, your computer's random access memory, video card, central processing unit, hard drive(s) and any other storage devices in order to assist our efforts in policing users who may develop and/or use "hacks." The information obtained in this Section will only be used for the purpose of providing the Services or identifying persons or entities not in compliance or believed by Company to not be in compliance with these Terms of Use and any and all other Company rules, policies, notices and/or agreements.

6. THIRD PARTY PRODUCTS AND SERVICES

We may make available on the Site via third parties or may otherwise provide information about or links or referrals to third-party products or services. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions are solely between you and such third party. Company is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or from any third-party products or services, and you use such third-party products and services at your own risk. We do not sponsor, endorse, recommend, or approve any such third party. You should investigate and use your independent judgment regarding the merits, quality and reputation of any individual, entity through whom you obtained through the Site or in relation to this Agreement. We do not represent or warrant that any such third party is licensed, qualified, reputable, or capable of performing any of the services that the offer or the products that they sell.

The Company may get pay commissions by third-party owners of third-party products purchased or referred through Site. The Site may list on the Site and/or recommend third-party products based, in part, on a good faith belief that the purchase of such third-party products will assist in the effectiveness of the Services provided by the Site. While the Company will do its research about the third-party products, the Company makes no representation as to such third-party products. Additionally, such suggestions about the third-party products may be partially formed in part, because the Company or affiliate may be compensated, as a result of a purchase of such third-party products. The type of compensation received by the Company may vary from complimentary products, services, or commission. Notwithstanding the foregoing, the Company shall make every effort to ensure that all reviews are accurate and true, but some bias may be assumed simply because of the material relationship between the parties.

Some of the products that we offer are tickets for promoters, venues, sports teams, etc. (the "Tickets"), which means we do not set the prices or seat designation relating to the events for such Tickets. All Ticket sales are final and no exchanges or refunds are allowed after a purchase has been made. As a community platform, we do not own or sell the Tickets listed on the Site, so the actual contract for sale is directly between the individuals purchasing the Tickets and the individuals or organizations organizing the event for such Tickets (the "Organizers"). Any and all issues relating to the Tickets shall be addressed directly with the duly Organizer of the pertinent event; and you hereby acknowledge and agree that the Company shall not be liable for any issues relating to the Tickets, including without limitation if an event was cancelled, delayed, or postponed. It is your responsibility to check for any possible changes in date and time. Please note that we may charge you additional fees in addition to the fixed prices set by the Organizers. Should you have any questions, please contact us at contact@nriwala.com. If you are an Organizer directly selling Tickets on the Site, you hereby represent that the Tickets are valid, and in your possession, and that you are not violating any law or regulation, or any third-party rights, including without limitation any intellectual property rights. We may share information that is required to complete a Ticket sale, including name, e-mail address, and other relevant information; but we do not share any credit or debit card information or any other identifiable information not related to the Ticket sale with Organizers.

7. NO SPAM POLICY

You understand and agree that sending unsolicited email advertisements through the Site or to other users' email addresses, is expressly prohibited by these Terms of Use. Any unauthorized use of this Site, or any activity that is considered a violation of any state or federal laws, shall be a violation of the Terms of Use. Such violations may subject the sender and his or her agents to civil and criminal penalties; and such sender shall fully indemnify the Company for such actions.

8. CONDUCT CODE

You agree not to post, email, or otherwise make available User Content that is :

a) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy;

b) that is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

c) that violates federal, state, or local equal employment opportunity laws, including but not limited to, stating in any advertisement for employment a preference or requirement based on race, color, religion, sex, national origin, age, or disability.

d) that impersonates any person or entity, including, but not limited to, a this community website employee, or falsely states or otherwise misrepresents your affiliation with a person or entity;

e) that includes personal or identifying information about another person without that person's explicit consent;

f) that is false, deceptive, misleading, deceitful, or constitutes "bait and switch";

g) that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement;

h) that constitutes or contains any form of advertising or solicitation if: posted in areas of this Site which are not designated for such purposes; or emailed to other users who have not indicated in writing that it is acceptable to contact them about other services, products or commercial interests.

i) that includes links to commercial services or web sites, except as allowed in "services";

j) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law.

k) 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;

l) that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service;

m) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.

n) Content that can intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law locally or globally.

o) you agree not to:

* "stalk" or otherwise harass anyone;

* collect personal data about other users for commercial or unlawful purposes;

* post non-local or otherwise irrelevant User Content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;

* post the same item or service in more than one classified category or forum, or in more than one metropolitan area;

* attempt to gain unauthorized access to computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the this Site;

* use any form of automated device or computer program that enables the submission of postings on this community website without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals.

9. DMCA NOTICE

This Site is an Internet "service provider" under the Digital Millennium Copyright Act, 17 U.S.C. 512 (the "DMCA"). If you believe that any information or material available in the Site infringes upon any copyright, please immediately notify us ("DMCA Notification"), and as required by the DMCA, this Site maintains specific contact information for that purpose; therefore, all notices should be addresses to:


Notification of Claimed Infringement:

NRI WALA LLC

Email Address: contact@nriwala.com

Telephone: +1 (732) 681 7381


In notifying us of alleged copyright infringement, the DMCA requires that you include the following information: (i) description of the copyrighted work that is the subject of claimed infringement; (ii) description of the infringing material and information sufficient to permit us to locate the alleged material; (iii) contact information for you, including your address, telephone number and/or e-mail address; (iv) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner's behalf; (vii) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the U.S., for any judicial district in which we are located; and (viii) a statement that you will accept service of process from the party that filed the DMCA Notification or the party's agent. Failure to include all of the above-listed information may result in the delay of the processing of your complaint. If the posted material is believed in good faith by us to violate any applicable law, we will remove any such material or information, and we will notify the posting party that the material has been removed. For additional assistance with this you may contact your local Division of Consumer Services of the Department of Consumer Affairs. To expedite our ability to process your request, please also contact us by e-mail at contact@nriwala.com.

10. SUBMISSIONS OF INFORMATION

You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, original or creative materials or other information provided by you through the Site, is non-confidential. We will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you. The Company may, from time to time, monitor Site and the information provided by users of the Site. Company may determine the eligibility of certain advertisements, interactions, and use of the Site and may terminate or suspend your access to Site at any time, with or without notice.

11. COMMUNITY GUIDELINES

The Services may be intended to be a safe and supportive community for all users. You undertake not to upload or publish in the Site any content that deems to be: (i) harmful, hateful, vulgar, threatening, abusive, harassing, pornographic, obscene, libelous, or otherwise objectionable; (ii) infringing upon any third party Intellectual property, including patents, trademarks, trade secrets, copyrights or other proprietary rights of any party; (iii) contradicting applicable law or any contractual or fiduciary relationships; (iv) use if for unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or commercial solicitation; (v) impersonate any person or entity, or falsely state or otherwise misrepresent themselves or their affiliation with any person or entity; (vi) intimidate or harass another user; or, use or attempt to use another user's account, service or system, or create a false identity on the Site. If you see any inappropriate use by another user, please notify the Company as promptly as possible. You acknowledge and approve, that contents that is uploaded by you in the Site becomes automatically public domain and may still be used by other members or users of then Site even after terminating user's account (for any reason), without limitation of time, and no claim, suit or demand will be made against the Company in this context. This approval is deemed to be a perpetual, fully paid-up, worldwide, sub-licensable, irrevocable, assignable license to copy, distribute, transmit, publicly display or perform, edit, translate, reformat and otherwise use content in connection with the operation of the Site, the Services or any other similar or related business, in any medium now existing or later devised, including without limitation in advertising and publicity. You hereby waive any claims arising from or relating to the exercise by the Company of the rights granted under this section, and will not be compensated for any exercise of the license granted under this section.

12. INTELLECTUAL PROPERTY

All content on this the Site, including, but not limited to text, images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by US and worldwide copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes), and are owned and controlled by the Company or its affiliates (the "Materials"), or by third party content providers, merchants, sponsors and licensors (collectively "Providers") that have licensed their content or the right to market their products and/or services to Company. Content on the Site or any web site owned, operated, licensed or controlled by the Providers is solely for your personal, noncommercial use. You may print a copy of the Content and/or information contained herein for your personal, non-commercial use only, but you may not copy, reproduce, republish, upload, post, transmit, distribute, and/or exploit the Content or information in any way (including by e-mail or other electronic means) for commercial use without the prior written consent of Company or the Providers. You may not use on your web site any trademarks, service marks or copyrighted materials appearing on the Site, including but not limited to any logos or characters, without the express written consent of the owner of the mark or copyright. You may not frame or otherwise incorporate into another web site any of the Content or other materials on this Web Site without prior written consent of the Company. You acknowledge that you do not acquire any ownership rights in or to the Site and the Materials by using the Site or the Materials. If you download software from the Site, such software is licensed on a limited basis to you by us or the owner of such software.

13. UPDATES AND AVAILABILITY

With new products, services and features, new changes may be made to the Site and/or the Services from time to time. We reserve the sole right to either modify or discontinue the Site, any of the Site's features, or any or all of the Services, at any time with or without notice to you. Although we aim to offer you the best Services, we make no promise or guarantee that Site will meet your internet requirements. We have no control over such matter, and therefore, we cannot guarantee that the Site will be always available. The Site may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems. If you believe there is a problem on our end, please do not hesitate to contact us and we will attempt to correct the fault as soon as we reasonably can. Notwithstanding the aforementioned, your access to the Site may be occasionally restricted or interrupted to allow for repairs, maintenance or the introduction of new aspects or services or because we are unable to offer access to the Site for reasons beyond our control (such as a problem with our provider). In this event, we will attempt to restore the service as soon as we reasonably can. Any such restrictions or interruptions shall not constitute a breach by the Company or of these Terms of Use.

14. USE OF DATA

Company's use of Customer Data is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions ("Data Laws"). If you, or any person you permit to use the Material obtained through the Services or who gains access to Customer Data and use it in an unauthorized manner (a "Security Event"), then the following provisions will apply: (a) if required by applicable law, you will notify the individuals whose information has potentially been accessed or used that a Security Event has occurred; (b) you will notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required by law; (c) the notification will not reference Company or the Equipment through which the Customer Data was accessed, nor will Company be otherwise identified or referenced in connection with the Security Event, without the express written consent of Company; (d) you will be solely liable for all claims that may arise from a Security Event caused by you, and you will indemnify Company for any third party claims directed against Company that arise from the Security Event; and (e) all notifications and indemnity claims related to the Security Event will be solely at your expense.

15. NO JOINT VENTURE OR PARTNERSHIP

You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you, the Company, or any third-party user as a result of these Terms of Use, use of the Site or use of Services.

16. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Company, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Site, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.

17. LIMITED LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.UNDER NO CIRCUMSTANCE WILL THE COMPANY BE LIABLE FOR ANY DAMAGE RESULTING FROM VIRUSES THAT MAY BE TRANSMITTED TO USERS THROUGH LINKS PROVIDED ON THIS SITE

IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) IS NOT LIABLE, AND YOU AGREE NOT TO HOLD THE COMPANY RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (I) THE CONTENT YOU PROVIDE (DIRECTLY OR INDIRECTLY) USING THE SERVICES; (II) YOUR USE OF OR YOUR INABILITY TO USE OUR SERVICES; (III) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO OUR SERVICES; (IV) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR SERVICES; (V) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE SERVICES; (V) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING ITEMS LISTED USING OUR SERVICES OR THE DESTRUCTION OF ALLEGEDLY FAKE ITEMS; OR (V) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO A BREACH TO YOUR ACCOUNT BY A THIRD PARTY.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COMPANY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SITE, SERVICES, OR THE FAILURE OF ANY PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO THE COMPANY OR ITS THIRD-PARTY SUPPLIERS.

THE SITE (INCLUDING ALL THIRD-PARTY CONTENT), AND ALL LINKS, INFORMATION, MATERIALS, EVALUATIONS, RECOMMENDATIONS, SERVICES AND PRODUCTS PROVIDED ON OR THROUGH THE SITE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SITE, THE SITE MATERIALS, LINKS, INFORMATION, MATERIALS, SERVICES AND PRODUCTS AVAILABLE ON OR THROUGH ON THE SITE.

18. TERMINATION; REFUSAL TO PROVIDE SERVICES

We may terminate or suspend the Services any time, with or without cause, and with or without notice.

19. ELECTRONIC NOTICES AND TRANSACTIONS

You agree to transact with us electronically. You authorize us to send you periodic notices about the Site, Services and promotions that may be of interest of you to an email address you provide to us, or, in the alternative, by posting a notice on the Site. If you no longer desire to receive such notices, you may choose at any time to opt out from receiving such communication. However, the Company may continue to send notices that the Company deems important about your account, if applicable.

20. GOVERNING LAW

This Agreement is to be construed in accordance with and governed by laws of the State of New Jersey, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of the State of New Jersey to the rights and duties of the parties, and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of New Jersey.

If any provision in these terms and conditions is held to be legally invalid or unenforceable, then both you and Company shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid or unenforceable, and these terms shall be deemed amended by modifying such provision to the extent necessary to make it valid and enforceable while preserving its intent; or if that is not possible, by substituting another provisions that is valid and enforceable and achieves the same objective and economic result.

In the event of any civil action or other legal proceeding arising out of this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees, court costs and all expenses even if not taxable as court costs (including, but not limited to, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in such proceeding. All disputes, differences, claims, controversies or questions concerning or connected with the interpretation or implementation of this Agreement, including without limitation any questions concerning the existence, validity, or termination of this Agreement, ("Dispute"), shall in the first instance be resolved through good faith consultation between the parties, which consultation shall begin promptly after a party has delivered to the other party(s) a written request for such consultation. If the parties are unable to resolve a Dispute within thirty (30) business days following the date of such written request, either party may refer the Dispute to binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA").

21. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter.