USER AGREEMENT

FEES AND LISTING

By registering with Flashcity as Seller, the Seller agrees to pay a fee or commission of forty (40%) percent of the total (gross) sale price of the Product or Content being sold, once the Product or Content is sold. It should be noted that Flashcity does not guarantee that all listing features will be active immediately. Flashcity reserves the right to cancel a Seller’s listing at anytime without a refund if the material posted is deemed anyway inappropriate by FlashCity.

FEES AND LISTING
YOU UNDERSTAND THAT THE SERVICE AND THE SITE ARE AVAILABLE FOR YOUR PERSONAL, COMMERCIAL USE ONLY. YOU REPRESENT, WARRANT AND AGREE THAT NO MATERIALS OF ANY KIND SUBMITTED THROUGH YOUR ACCOUNT OR OTHERWISE POSTED, TRANSMITTED, OR SHARED BY YOU ON OR THROUGH THE SERVICE WILL VIOLATE OR INFRINGE UPON THE RIGHTS OF ANY THIRD PARTY, INCLUDING COPYRIGHT, TRADEMARK, PRIVACY, PUBLICITY OR OTHER PERSONAL OR PROPRIETARY RIGHTS; OR CONTAIN LIBELOUS, DEFAMATORY OR OTHERWISE UNLAWFUL MATERIAL. In addition, you agree NOT to use the Service or the Site to:

• harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
• use automated scripts to collect information from or otherwise interact with the Service or the Site;
• upload, post, transmit, share, store or otherwise make available any content that we and/or the law deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• upload, post, transmit, share, store or otherwise make available any videos and/or photographs other than those of a commercial nature that: (i) you have the legal rights to post and, (ii) are actual representations of what they appear to be (not Adoctored@ in any fashion).
• register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
• upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
• upload, post, transmit, share 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;
• intimidate or harass another users;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another's account, service or system without authorization from the person or entity, or create a false identity on the Service or the Site;
• upload, post, transmit, share, store or otherwise make available content that, in the judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type.

POSTING RULES

• All Postings must be accurate and not misleading, and you may not use the Service in a fraudulent manner or to engage in any fraudulent activity or purpose or to impersonate any person or entity;
• You may post an item in only one Posting at a time per network, and in the most appropriate category;
• You may not post any item for sale that is not in your possession or that you do not have the right to sell at the time the item is posted;
• You may not post any material that contains or links to any viruses, worms, Trojan horses, corrupted data or other harmful, disruptive or destructive files or programs;
• You may not post in your Postings any content that is infringing, obscene, offensive, harassing, hateful, inflammatory, abusive, defamatory, harmful, fraudulent, or invasive or privacy or publicity rights or otherwise violates these Guidelines or the Terms of Use;
• You may not promote, encourage or solicit illegal activity of any kind;
• You may not offer, post or sell any items that are designated in these Guidelines as Prohibited Items or that would violate these Guidelines in any manner;
• All Postings and all transactions entered into through the Service must comply with all applicable laws, rules, regulations and restrictions, and you may not offer, post, sell, solicit, request or provide anything through the Service in a jurisdiction where such action would violate any law, rule, regulation or restriction. The parties to a transaction are solely responsible for researching and determining the scope of the applicable law to determine whether a Posting or transaction complies with applicable law.

FLASHCITY MARKETPLACE

All Postings listed on or through the Flashcity Marketplace service and all transactions conducted in connection therewith are subject to and governed by these Terms of Use. When you use Flashcity Marketplace in any manner you are agreeing to abide by and be subject to the Terms of Use. The Terms of Use are subject to change without prior notice at any time, in the Company's sole discretion, so you should review the Terms of Use each time you use Flashcity Marketplace. Parties to a transaction are solely responsible for all interactions with each other, for arranging for payment and the exchange of the goods or services purchased if applicable, and for the results and performance of any transaction or relationship entered into through Flashcity Marketplace. You acknowledge that Flashcity is not responsible or liable for any action or inaction of any party to a transaction, for any failure to perform, to pay any amounts due, or to deliver any merchandise or services as promised, or for any other aspect of the transaction. Any fees or payments collected by Flashcity applicable to Flashcity Marketplace are set forth on the Site, and all terms and conditions applicable to such fees are set forth in the Flashcity Terms of Sale. However, please note that the Terms of Sale do not apply to your purchases of products or services from third parties through Flashcity Marketplace, as those transactions are strictly between you and the other party to the transaction. ALL USE OF FLASHCITY MARKETPLACE IS PROVIDED "AS IS" AND AT YOUR OWN RISK.

GENERAL RULES AND GUIDELINES

The parties to a Flashcity Marketplace transaction are solely responsible for all interactions with each other, for arranging for payment, customer service and the exchange and fulfillment of the goods or services purchased, and for the results of the transaction and for all applicable taxes. Flashcity is not responsible for any failure to pay any amounts due, or to deliver any merchandise or services as promised or for any other aspect of the transaction.

You should be aware that Postings are intended to be public, and regardless of any privacy settings you select, Postings that you post on Flashcity and questions or comments you post in connection with the Services may in some cases become publicly available on the Flashcity Site. For example, (i) questions that you send regarding a Posting, may be posted by the person who initiated the Posting in connection with such Posting, (ii) your Postings may be visible to all Flashcity users (unless you specify that your Posting be viewable only by those in particular networks, or unless you block a specific Flashcity user), and (iii) users who can view your Posting are able to send you messages through your Posting, even if your message setting is set to receive messages only from your Flashcity friends or an otherwise restricted set of users.

Therefore, you should also avoid posting phone numbers, email addresses or other personal information in your Postings and in any questions or comments you may post in connection with any Postings.

Parties to a transaction should exercise caution in providing contact information or personal information to the other party and in making personal contact with the other party. Flashcity is not responsible for the actions of any of its users, and this Service is provided AS IS AND AT YOUR OWN RISK.

Both parties to a transaction are responsible for determining if the transaction is illegal or otherwise does not fully comply with applicable law.

You are responsible for all Postings posted and all other activities conducted using your password, and you should protect your password and not disclose it to any other person. The Service may not be used to solicit or obtain user passwords.

You must own or otherwise have the right to use all photographs/videos used in any Postings, and such photographs/videos must accurately represent the item involved in your transaction.

You may not use Flashcity Marketplace to send spam or other unsolicited commercial emails of any kind or send spam to any user you locate through the Service.

You may not use the Flashcity Site or the Service to solicit Flashcity Marketplace users to post ads on other sites

You may not use information that a specific user navigated from the Flashcity Site to your web site or any personally-identifiable information regarding any user of the Flashcity Site to target communications specifically to users of the Flashcity Site without Flashcity's prior written consent.

Flashcity reserves the rights to immediately and without notice terminate any Postings or your use of Flashcity or the Flashcity Marketplace, for any reason, or no reason, at its sole discretion, including without limitation if you violate these the Terms of Use.

If you believe a Posting violates these Guidelines or the Terms of Use, you may report the violation to Flashcity by using the "Report" button adjacent to the Posting, and Flashcity will determine in its sole discretion how to address such Posting.

USER CONTENT POSTED ON SITE

You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, video, advertisements, Postings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Agreement or the Flashcity Code of Conduct, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. Flashcity does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

PROHIBITED ITEMS

Without limiting any of the restrictions contained elsewhere in these Guidelines or the Terms of Use, the following items may not be sold, provided or otherwise transacted through Flashcity Marketplace:

• Firearms, ammunition and other weapons and related accessories (including martial arts weapons);
• Fireworks or any destructive devices or explosives;
• Child pornography or obscenity;
• Illegal drugs and drug paraphernalia;
• Prescription or nonprescription drugs and medical devices;
• Alcohol or tobacco products;
• Goods made from protected animals/plants;
• Restricted or regulated plants and insects;
• Pesticides or hazardous substances;
• Illegal, stolen or counterfeit goods or knock-offs of brand name products;
• Blood, bodily fluids and body parts;
• False identification cards and police items;
• Hacking and illegal surveillance equipment and descrambling equipment;
• Burglary tools;
• Counterfeit stamps, currency and coins;
• Material that infringes the rights of a third party, including copyrights, trademarks, patents, rights of publicity and rights or privacy (including warez and bootleg copies);
• Airline tickets that restrict transfer;
• Lottery or raffle tickets, sweepstakes or content entries or gambling related items or devices;
• Used or rebuilt batteries;
• Bulk email or mailing lists that contain names, addresses, phone numbers, or other personal identifying information;
• Hazardous goods;
• Stocks, bonds, securities;
• Sexual services or sexually explicit materials;
• Event tickets if sale, pricing or manner of sale violates state and local regulations;
• Any item that violates US export laws to sell to the intended seller, including items subject to US embargoes;
• Items that are associated with hate groups such as Nazis or Ku Klux Klan;
• Items subject to a recall or for which resale is prohibited;

REGISTRATION DATA; ACCOUNT SECURITY

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

PROPRIETARY RIGHTS IN SITE CONTENT; LIMITED LICENSE

All content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of the Company, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not permit use of any data mining, robots, spiders, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

TRADEMARKS

FLASHCITY and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks of Company in the U.S. and/or other countries. Company's trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

COPYRIGHT COMPLAINTS

We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Flashcity website or service any materials that violate another party's intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement as described in our Flashcity Copyright Policy, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeate infringers as described herein in accordance with the Digital Millenium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent. Please see our Flashcity Copyright Policy for more information on how to report infringement of your copyright.

REPEAT INFRINGER POLICY

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, members who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

THIRD PARTY WEBSITES AND CONTENT

The Site contains (or you may be sent through the Site or the Service) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

FLASHCITY PAGES

Flashcity Pages are special profiles used solely for commercial purposes. You may not set up a Flashcity Page on behalf of another individual or entity unless you are authorized to do so. This includes fan Flashcity Pages, as well as Flashcity Pages to support or criticize another individual or entity.FLASHCITY DOES NOT PRE-SCREEN OR APPROVE FLASHCITY PAGES, AND CANNOT GUARANTEE THAT A FLASHCITY PAGE WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL OR ENTITY THAT IS THE SUBJECT OF A FLASHCITY PAGE. NOR IS FLASHCITY RESPONSIBLE FOR THE CONTENT OF ANY FLASHCITY PAGE, OR ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY FLASHCITY PAGE, INCLUDING HOW THE OWNER OF THE FLASHCITY PAGE COLLECTS, HANDLES, USES AND / OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM USERS (PLEASE REVIEW THE FLASHCITY PRIVACY POLICY IF YOU HAVE ANY QUESTIONS OR CONCERNS REGARDING THE USE OR SHARING OF YOUR PERSONAL INFORMATION). YOU SHOULD BE CAREFUL BEFORE PROVIDING ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION WITH A FLASHCITY PAGE.

USER DISPUTES

You are solely responsible for your interactions with other Flashcity users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

DISCLAIMERSS

The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by Flashcity, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Company 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. The Company is not responsible for any technical malfunction or other problems of any computer systems, servers or providers, computer equipment, software, or failure of email on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.THE SITE, THE SERVICE (INCLUDING THE MARKETPLACE SERVICE) AND THE SITE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE OR THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.The Company reserves the right to change any and all content, software and other items used or contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

LIMITATION OF LIABILITY

IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY'S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

TERMINATION

The Company may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the) for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you are under 18. When we are notified that a user has died, we will generally, but are not obligated to, keep the user's account active under a special memorialized status for a period of time determined by us to allow other users to post and view comments.

GOVERNING LAW; VENUE AND JURISDICTION

By visiting or using the Site and/or the Service, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of California.

ARBITRATION

YOU AND COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above or in the Code of Conduct then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through the Flashcity Marketplace may be arbitrated.Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site and/or the Service (including your visit to or use of the Site and/or the Service) be instituted more than three (3) years after the cause of action arose.

INDEMNITY

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site (including through the Share Service), your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Agreement or of any law or the rights of any third party.

SUBMISSION

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.