1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF USE

Welcome to commonplace.com (together with all of its areas and subdomains, referred to as the “Site”). The Site, which is operated by commonplace Ventures, LLC (the “Company,” “we” or “us”), and the services (the “Services”) offered at the Site are provided to you only on the terms and conditions described in these Terms of Use. BY USING THE SITE OR ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW AS IF YOU HAD SIGNED A WRITTEN AGREEMENT. Please review these Terms of Use carefully. By using the Site, you also represent that you are of legal age to form a binding agreement under the applicable laws of the United States or other jurisdictions. If you do not agree to these terms, you should not use the Site or any of the Services. The Terms of Use for this Site may be revised at any time by the Company without any specific notice to you. The latest and most current version of the Terms of Use will be posted on this Site and available for your review at any time. It is your responsibility to review them often. The term “you” or “user” refers to all individuals and entities accessing this Site for any reason.

2. SERVICES

The Services provide users with access to a rich collection of resources, including various communications tools, forums, shopping services, search services, personalized, user generated and user contributed content, and branded programming through its network of properties which may be accessed through various media and devices now known or hereafter developed. You also understand and agree that the Service may include advertisements. You also understand and agree that the Service may include certain communications from the Company, such as service announcements, administrative messages, and various emails. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new services, content, media and properties, shall be subject to these Terms of Use. You understand and agree that the Service is provided "AS IS" and that the Company assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. REGISTRATION

You do not need to register to browse the Site and view publicly available content. However, without registration, you will not be able to take advantage of many of our Services. For example, you will not be able to post or add your own content, interact or collaborate with other users or access certain areas of the Site.

If you choose to register, you agree to (a) provide true, current and accurate answers to the registration questions, and (b) update all your registration information to keep it true, current and accurate at all times. You understand that the data you submit during registration and certain other information about you which may be collected, stored, associated with you or your computer as part of the process of your using the Site is subject to our Privacy Policy. For more information, see our privacy policy at http://commonplace.com/privacy_policy.php.

Account Information and Security

You will choose or receive a screen name/user name and password upon completing your registration. You will be able to change your password from time to time. You are responsible for the security of your account and the confidentiality of your password. You will take all reasonable precautions to maintain such security and confidentiality, including by ensuring that you “sign off” or “log out” of your account at the end of every session. You understand and agree that you will be fully responsible for any activity that occurs through or under your account. You agree that you will immediately notify us of any unauthorized or suspected unauthorized use of your account or password, or any breach of security.

You acknowledge, consent and agree that the Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any Content (as defined below) violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of the Company, its users and the public.

4. USER CONDUCT - General

Users may not use the Site to post, transmit, distribute or store material (a) in violation of any applicable law, rule or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property right of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive, hateful or embarrassing to any person or entity.

Use of Services

The viewing, printing, purchase or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for the stated purposes, and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use or for your organization’s internal use for the purposes described on the Site, unless you receive permission from the owner of the content, form or document.

Policy Concerning Children

The Services are not intended for use by children. If you are under 13 years of age, you may not use the Site or the Services.

Site Security Rules

Users are prohibited from violating or attempting to violate the security of the Site, or interfering with any other user’s access to, or use of, the Site, by including, without limitation, (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "spamming", "mailbombing" or "crashing", (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

The Company and its affiliates reserve the right to monitor, review, retain and/or disclose any information resulting from or relating to your use of the Services as necessary to satisfy any applicable law, regulation, legal process or governmental request. The Company also reserves the right to terminate your access to the Site and the Services, as provided below in Paragraph 7.

5. POSTING OR SUBMITTING INFORMATION

User Responsibilities

As a user, you are responsible for your own communications and information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (any of the foregoing, “Content”), and are responsible for the consequences of the public posting and private transmission of any Content. You also acknowledge that your use or reliance on any Content posted or transmitted by other users is at your own risk. You are solely responsible for verifying the accuracy or quality of any such materials and information. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable.

No Warranties or Representations by the Company

The Company does not represent, guarantee or verify the truthfulness, accuracy, reliability or copyright status of information, content or communications posted by users or endorse any opinions expressed by users. Under no circumstances shall the Company be liable in any way for any of the Content posted or transmitted by a user. The Company acts as a passive conduit for the online distribution and publication of user-submitted information and content and has no obligation to screen or verify communications or information in advance and is not responsible for screening or monitoring material posted by users. If notified by a user of communications which allegedly do not conform to these Terms of Use, the Company may investigate the allegation and determine in good faith and its sole discretion whether to remove or request the removal of the communication. The Company has no liability or responsibility to users for performance or nonperformance of such activities. The Company reserves the right to expel users and prevent their further access to the Site for violating the Terms of Use or the law and the right to remove communications which are abusive, illegal, or disruptive. The Company may take any action with respect to user-submitted information that it deems necessary or appropriate in its sole discretion if it believes it may create liability for the Company or may cause the Company to lose (in whole or in part) the services of its ISPs or other suppliers. The Company, however, has no obligation whatsoever to do so.

You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that you may not rely on any Content created by the Company or submitted to the Company, including without limitation information in “Places,” “Collections,” “Items,” profiles, chats, comments, message boards and in all other parts of the Site.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by the Company and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

Specific Prohibited Practices

The following practices and activities are specifically prohibited on this Site:

• Posting, uploading, emailing, transmitting or otherwise making available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.
• Posting, uploading, emailing, transmitting or otherwise making available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property rights of any party, or that you otherwise do not have a right to make available under any law or under contractual or fiduciary relationships (for example, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
• Harming minors in any way.
• Stalking or otherwise harassing any person.
• Impersonating any person, including, but not limited to, a Site official, common place leader, guide or host, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; posting any false or inaccurate biographical information where the accuracy of such information may be relevant to your admission to or participation in an area of the Site.
• Posting, uploading, emailing or otherwise making available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," franchise, chain letter, pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment, pays commissions only, requires recruitment of other members, sub-distributors or sub-agents, [or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose].
• Posting any sexually-explicit image or statement.
• Deleting or revising any material posted by any other person or entity, except as enabled by the Site tools and features (for example, as a “host” of your “Place(s)” you are able to delete materials posted by participants, but not vice versa).
• Using any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site (including, without limitation, by posting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information).
• Disrupting the normal flow of dialogue, causing a screen to "scroll" faster than other users of the Service are able to type, or otherwise acting in a manner that negatively affects other users' ability to engage in real time exchanges.
• Interfere with or disrupting the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
• Violating any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
• Taking any action which imposes an unreasonable or disproportionately large load on this Site’s infrastructure.
• Using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from the Company on this Site and other than generally available third party web browsers (e.g., MS Internet Explorer or Mozilla Firefox).
• Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site.
• Aggregating, copying, duplicating or redistributing in any manner any of the materials or information available on the Site.
• Framing of or linking to any of the materials or information available on the Site.
• Setting up multiple accounts, or creating or using any automatic processes that interact with the Site and/or other users as if they were human users (some examples of these are bots, virtual robots and software agents.

6. MODIFICATION

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), any document, information or other content on the Site, with or without notice to you. This may include establishing policies and limitations concerning your Web pages hosted at the Site, such as a maximum number of items you may include on, or other space and technical limitations for, your “places” which may depend on your category of service. You agree that the Company shall not be liable to you or any third party for any modification, suspension or discontinuance of any of the Services, any document, information or other content on the Site.

7. TERMINATION

We may do any of the following at any time, without notice and for any reason, including, but not limited to, for violation of the Terms of Use or engaging in any conduct that we, in our sole discretion, believe is in violation of any applicable law or regulation or is otherwise harmful to our interests, another customer of the Site or any third party: (a) terminate or suspend your access to all or part of the Site and/or your use of the Services, (b) remove some or all of your Content, (c) disable some or all of your links, and (d) ban you from some or all interactive portions of the Site.

7. TERMINATION

8. NONTRANSFERABLE

Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents through the use of the Services is not transferable. You may not disclose to or share your password with any third party or use your password for any unauthorized purposes.

9. UNSOLICITED SUBMISSIONS

The Company does not accept or consider creative ideas, suggestions or materials other than those specifically requested by us, such as through our “suggestions” page. We ask that you do not submit or send such materials directly to us other than through the “suggestions” page and following the rules posted there. If you send creative suggestions, ideas, notes, drawings, concepts, materials or other information (collectively, the “Information”) to us at our request, such as via the “suggestions” page, or send unsolicited Information to us despite our request that you not do so, you automatically grant to the Company, and its successors and assigns, a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, display, create derivative works from and distribute the Information you submit to us, or to incorporate the Information you submit to us, into any form, medium or technology now known or later developed throughout the universe. In addition, you warrant that all "moral rights" in the materials or suggestions you submit have been waived and agree that none of the Information shall be subject to any obligation of confidentiality on the part of the Company.

10. INTELLECTUAL PROPERTY

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other materials related to the Site contain copyrighted materials, trademarks, service marks, trade dress and other proprietary materials (collectively, the “Intellectual Property”), which are owned by the Company, its licensors, affiliates or partners. The Intellectual Property is protected by law. All rights in the Intellectual Property are reserved to the Company or its licensors, affiliates or partners. You may use the Intellectual Property in accordance with Section 2 above, but you may not use the Intellectual Property for any other purpose, or copy the Intellectual Property in whole or in part, without prior written permission from the Company. You do not acquire ownership or proprietary rights to any content, Intellectual Property, Content, document or other materials viewed through the Site. You do not acquire Intellectual Property rights in any item purchased or accessed through the Site, except as may be specifically granted to you by the owner of such item.

“commonplace,” “common place” and “commonplace Ventures” are trademarks of the Company. Other product, service and company names appearing on the Site may be trademarks of their respective owners.

11. YOUR LICENSE

By submitting Content to any public or non-public area of the Site, including “Places,” “Collections,” “Items,” profiles, chats, comments, message boards, forums or contests, you grant the Company and its affiliates the royalty-free, perpetual, irrevocable, sublicenseable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed (including, without limitation, for the Company’s and its affiliates’ promotional purposes), for the full term of any rights that may exist in such content. You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any user to access, display, view, store and reproduce such content for personal use or for the organization’s internal use for the purposes described on the Site. Subject to the foregoing, the owner of such content placed on the Site retains any and all rights that may exist in such content.

12. COPYRIGHTS AND COPYRIGHT AGENT: NOTIFICATION AND COUNTER-NOTIFICATION UNDER THE DMCA

(a) If you believe that your work or other content has been copied in a way that constitutes copyright infringement, please provide us with notice pursuant to the Digital Millennium Copyright Act ("DMCA") by sending to our Copyright Agent (identified below) the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• Identification of the material that you claim infringes or is the subject of infringing activity and that is to be removed or access to which is to be disabled and the URL to such material (or other information sufficient to permit us to locate the material)
• Identification of your copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site
• Your full name and contact information, such as an address, telephone number, and email address
• A physical or electronic signature of the owner or a person authorized to act on behalf of the owner of an exclusive right that is claimed to be infringed
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our Copyright Agent for notice of claims of copyright infringement on the Site can be reached as follows:

by mail:	DMCA Copyright Agent commonplace Ventures, LLC 366 Amsterdam Avenue, # 118 New York, NY 10024 Telephone: (212) 580-0127
by e-mail (preferred method):	dmca-copyright-agent@commonplace.com
or by fax address to:	DMCA Copyright Agent commonplace Ventures, LLC 366 Amsterdam Avenue, # 118 New York, NY 10024 Telephone:(212) 580-0127 Reference: PMB #118 Fax: (212) 712-2664

Please note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

(b) If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such materials in your Content, you may send a counter-notice containing the following information to our Copyright Agent (identified above):

• Identification of the Content that has been removed or to which access has been disabled and the URL or other location at which the content appeared before it was removed or disabled
• Your physical or electronic signature
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for the Southern District of New York, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person

If a counter-notice is received by our Copyright Agent, we will forward a copy of your counter-notice to the original complaining party informing that person that we may replace the removed Content or cease disabling it in 10 business days. The complaining party may file an action seeking a court order against you and must then notify us within 10 days that he or she has filed such an action. If we receive such notification, we will be unable to restore your Content. Otherwise, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of your counter-notice, at our sole discretion

Please note that when we forward the counter-notification to the complainant, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

Please also note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

13. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND THE SITE IS AT YOUR SOLE RISK. THE SITE IS MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

THE COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR OR VIRUS FREE; NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN SOFTWARE USED IN CONNECTION WITH THE SERVICE WILL BE CORRECTED. ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED IN ANY ELECTRONIC FILE OR DOCUMENT IS DISCLAIMED.

YOU SPECIFICALLY AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR UNAUTHORIZED TRANSMISSIONS, ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA SENT OR RECEIVED, OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT CONTROL CONTENT, INFORMATION, PRODUCTS OR SERVICES OFFERED BY OTHER USERS, ADVERTISERS OR OTHER THIRD PARTIES ON OR THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY LICENSE TO THE COMPANY FROM THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN WRITING, THE COMPANY ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, USEFULNESS OR DECENCY OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES (INCLUDING, BUT NOT LIMITED TO, ADVERTISERS) THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE DISCLAIM ANY DUTY OR OBLIGATION TO UPDATE ANY INFORMATION ON OUR SITE. INFORMATION ABOUT OTHER COMPANIES SHOULD NOT BE RELIED UPON AS BEING PROVIDED OR ENDORSED BY THE COMPANY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. LIMITATION OF LIABILITY

WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICES, OR YOUR INABILITY FOR ANY REASON TO USE THE SITE OR THE SERVICES; NOR DO WE HAVE ANY LIABILITY WHATSOEVER FOR ANY PRODUCT PURCHASED THROUGH THE SITE. THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS, USE (OR INABILITY TO USE), DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FROM TRANSACTIONS ENTERED INTO WITH THE COMPANY THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA. YOU SPECIFICALLY AGREE THAT THE COMPANY IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE, THREATENING, HARMFUL, VULGAR, OBSCENE, SEXUALLY EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT OR SPEECH OF ANY OTHER PARTY ON OR THROUGH THE SERVICE OR SUCH CONTENT IN ANY DOCUMENT, MATERIAL OR ITEM PURCHASED THROUGH THE SITE, OR FOR ANY INFRINGEMENT OF VIOLATION OF ANOTHER'S RIGHTS BY ANY OTHER PARTY ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE INFORMATION ON THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

15. INDEMNIFICATION

You agree to indemnify and hold harmless the Company, its subsidiaries, affiliates, independent contractors and partners, and their respective officers, directors, shareholders, employees, celebrities, agents, attorneys and representatives, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site or any of the Services, your violation of these Terms of Use, your violation of the rights of any third party, or arising out of or relating to any Content submitted by you.

16. USER INFORMATION

When you register for the Site, you will be asked to provide the Company with certain information including, without limitation, a valid email address (your “Information”). You represent and warrant that all Information provided by you is true and accurate. In addition to the terms and conditions that may be set forth in any privacy policy on this Site, you understand and agree that the Company may disclose to third parties, on an anonymous basis, certain aggregate information contained in your registration application. The Company will not disclose to any third party your name, address, e-mail address or telephone number without your prior consent, except to the extent necessary or appropriate to comply with applicable laws or in legal proceedings where such information is relevant. The Company reserves the right to offer third party services and products to you based on the preferences that you identify in your registration and at any time thereafter; such offers may be made by the Company or by third parties. We reserve the right, and you authorize us by using our Site, to use and assign all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy http://commonplace.com/privacy_policy.php. Our Privacy Policy, as it may change from time to time, is a part of the Terms of Use.

17. PAYMENT

You represent and warrant that, if you are authorizing payment to us for use of the Services or purchasing something from us or from merchants selling products through our Site, (i) any credit card or other payment information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

18. LINKS TO OTHER SITES

The Site may contain links to other Sites. We are not responsible for the content, accuracy or opinions expressed in such Sites, and such Sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked site on our Site does not imply approval or endorsement of the linked site by us. If you leave our Site and access these third-party sites, you do so at your own risk.

19. MISCELLANEOUS

The Terms of Use shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of law provisions. Each party hereto agrees to submit to the exclusive jurisdiction of the courts of the State of New York and waives trial by jury and any objection based on forum non conveniens or venue. Any lawsuit arising out of or related to the Site or any of the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. All causes of action are subject to Sections 13 and 14 above. If any provision(s) of the Terms of Use is held by a court of competent jurisdiction to be unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. The Company’s failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. The section titles in the Terms of Use are used solely for the convenience of the parties and have no legal or contractual significance. The Terms of Use constitute your entire agreement with the Company. The Company reserves the right to make changes to the Company Site, these Terms of Use and its disclaimers and policies at any time. Our failure to enforce any provision of the Terms of Use shall not be deemed a waiver of such provision nor the right to enforce such provision.