I. Introduction

This User Agreement (“Agreement”), the FNPlace Privacy Policy, and all policies posted on our sites set out the terms and conditions on which FNPlace offers you access to and use of our sites, services, applications and tools (collectively “Services”). This Agreement is entered into between you as the user of our Services (“User”) and FNPlace.com (“FNPlace" or the “Site”). All policies and the FNPlace Privacy Policy are incorporated into this User Agreement. You agree to comply with all of the above when accessing and using our Services. Please be advised that this User Agreement contains provisions that govern how claims you and FNPlace have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which will require you to submit claims you have against FNPlace to binding and final arbitration. Acceptance of the Agreement. By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site. You may not use the Site and may not accept the terms of this Agreement if (a) you are not of legal age to form a binding contract, or (b) you are a person barred from using the Site under the laws of the United States or other countries including the country in which you are a resident or from which you use the Site. Before you continue, you should print off or save a local copy of this Agreement for your records. FNPlace may amend this Agreement and/or Site policies at any time, with or without notice to you, by posting the amended and restated Agreement or policy on the Site. The amended and restated Agreement and/or policy shall be effective immediately upon posting. Posting by FNPlace of the amended and restated Agreement or policy and your continued use of the Site shall be deemed to be an acceptance of the amended terms. This Agreement and Site policies may not otherwise be modified, except in writing by an authorized officer of FNPlace.

II. Definitions

FNPlace Content. Information, text, images, video clips, directories, files, databases or offers available on or through the Site are hereinafter referred to as "FNPlace Content.” Registered User. Each User who has filled out a registration form on the Site by giving User information (such as name, address, telephone number, fax number, email address, etc.) is a registered user (“Registered User”) of FNPlace. FNPlace will establish an account ("Account") for each Registered User on the Site and each Registered User will be assigned a user alias ("User Name") and password ("Password") for log­in access to its Account on the Site. Third-Party Content. Some of the FNPlace Content displayed on the Site is provided or posted by third parties, hereinafter referred to as “Third Party Content.” Third-Party Rights. Third party copyrights, trademarks, trade secrets, patents, and other personal or proprietary rights affecting or relating to material or information displayed on the Site, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights." Transaction Risks. The risks assumed by Users when using the Site or conducting transactions are deemed "Transaction Risks." Transaction Risks include risks of liability or harm of any kind in connection with using the Site. Such risks shall include, but are not limited to: Misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, and breach of contract. Risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that Users may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands, or claims by Third Party Rights claimants Risks that consumers, other purchasers, end-users of products, or others claiming to have suffered injuries or harms relating to a product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. For purposes of this Agreement, a "User" is any person who accesses the Site for whatever purpose, regardless of whether said User has registered with FNPlace as a registered User. A User includes any person using this Site and any legal entity which may be represented by such person under actual or apparent authority.

III. Use of FNPlace

Users may use this Site solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any FNPlace Content for the purpose of re–selling or re–distributing FNPlace’ Content, mass mailing (via emails, wireless text messages, physical mail, or otherwise), operating a business that competes with FNPlace, or otherwise commercially exploiting FNPlace Content. Systematic retrieval of FNPlace Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices, or manual processes) without written permission from FNPlace is prohibited. In addition, use of FNPlace Content for any purpose not expressly permitted in this Agreement is prohibited. Messages or information sent by a User through communication systems provided by FNPlace, as well as emails, faxes, letters to addressees, or instant messages sent to addresses acquired from information obtained from the Site, shall not contain any of the materials described in the provisions of Section No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by FNPlace or any other User, and no User shall attempt to gain unauthorized access to such computer systems or networks. Privacy Policy. We urge that you read FNPlace’ Privacy Policy, which governs the protection and use of each User's information in FNPlace' possession. Each User hereby accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges that FNPlace may change the Privacy Policy from time to time, with or without notice to you, and shall make available the updated version of the Privacy Policy on the Site at all times. Your continued use of the Site shall be deemed to be your acceptance of the Privacy Policy which is then displayed on the Site at the time of such use. Third Party Rights. As a condition of your access to and use of the Site, you agree that you will not use our Services to infringe the Third Party Rights of others in any way. FNPlace will in appropriate circumstances terminate the accounts of Users who are repeat infringers of the Third Party Rights of others. In addition, FNPlace reserves the right to terminate the account of any User if FNPlace believes that the User’s conduct is harmful to the interests of FNPlace, its employees, directors, affiliates, or other Users, or for any other reason in FNPlace’ sole and absolute discretion, with or without cause.

IV. Registered Users

Privacy. By becoming a Registered User, you consent to be governed by our Privacy Policy. You also consent to the inclusion of your personal data in our database, and authorize FNPlace to share such information with other Users in accordance with the purposes set forth in this Agreement. FNPlace may refuse registration and deny the issuance of an Account and associated User Name and Password to any User for whatever reason or for no reason at all. FNPlace may suspend or terminate a Registered User's Account at any time if: In FNPlace' sole and absolute determination, there is any breach of the provisions of this Agreement by the Registered User; or FNPlace has reasonable grounds to suspect that information provided by a Registered User is untrue, inaccurate or is not current or complete; or FNPlace believes that User conduct is harmful to the interests of FNPlace, its employees, directors, affiliates, or other Users; or For any other reason in FNPlace’ sole and absolute discretion. Prohibition on transferability of Account, User Name, and Password. A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User Name or Password to a third party without the prior written consent of FNPlace. FNPlace may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.

V. Posting on FNPlace

Prohibited behavior. Each User hereby represents, warrants and agrees that information submitted to FNPlace for display on the Site shall not: Contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities; Be part of a scheme to defraud other Users of the Site or for any other unlawful purpose; Relate to the sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any Third Party Rights; Violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti–discrimination or false advertising); Be defamatory, libelous, unlawfully threatening or unlawfully harassing; Be obscene or contain or infer any pornography or sex–related merchandising or any other content that otherwise promotes sexually explicit materials or is otherwise harmful to minors; Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; Contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming); Solicit business from any Users in connection with a commercial activity that competes with FNPlace. Furthermore, in the event that FNPlace determines that User has violated this Section 5.4(i), User authorizes FNPlace to levy a fine of up to $150.00 against the User’s registered payment method on file with FNPlace, and/or require a deposit of up to $300.00 to reactive the User’s Account; Contain any computer viruses, Trojan horses, worms or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data, or personal information; Link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; or Otherwise create any liability for FNPlace, its employees, directors or its affiliates. Third Party Rights. Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark, trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to FNPlace or authorizes FNPlace to display. Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to FNPlace or authorizes FNPlace to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights. Grant of license. Each User hereby grants an irrevocable, perpetual, worldwide and royalty–free, sub–licensable (through multiple tiers), assignable license to FNPlace and its affiliates to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the rights you have in such material or information, including, but not limited to, copyright, publicity, and database rights, in any media now known or not currently known. Removal of Material. FNPlace reserves the right in its sole and absolute discretion to remove any material displayed on the Site, including material which it believes in its sole and absolute discretion is unlawful, could subject FNPlace to liability, violates this Agreement, or is otherwise deemed inappropriate. FNPlace reserves the right to cooperate fully with governmental authorities, private investigators, and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Furthermore, FNPlace may disclose the identity and contact information of any User if requested to do so by a government or law enforcement body, an injured third party, a subpoena, or any other legal action, and FNPlace shall not be liable for damages or any other consequences thereof. User further agrees that it will not bring any action or claim against FNPlace for such disclosure. In connection with any of the foregoing, FNPlace may suspend or terminate the Account of any User as FNPlace deems appropriate in its sole and absolute discretion. User agrees that FNPlace shall have no liability to User, including liability for consequential or any other damages, in the event FNPlace takes any of the actions mentioned in this Section, and User agrees to bear the risk that FNPlace may take such actions.

VI. Rights

Right to assume defense and control. FNPlace reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with FNPlace in asserting any available defenses. FNPlace reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall FNPlace or any of its affiliates, directors, officers, or employees be liable to the User or to any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise). Third-Party Content. FNPlace is not the author of Third Party Content, whether contributed by anonymous users or paid content providers. Neither FNPlace nor any of its affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. Neither FNPlace nor any of its affiliates, directors, officers or employees is responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance on such Third Party Content. In addition, neither FNPlace nor any of its affiliates, directors, officers or employees is responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct. Third-Party Websites. FNPlace may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such Third Party's website. User acknowledges that FNPlace has no control over such third party websites, does not monitor such websites, and neither FNPlace nor any of its affiliates, directors, officers or employees shall be responsible or liable to anyone for such website, or any content, products or services made available on such website. User is cautioned to read such websites’ terms and conditions and privacy policies before using such third party websites in order to be aware of the terms and conditions of your use of such websites.

VII. FNPlace`Intellectual Property Rights

General. FNPlace is the sole owner or lawful licensee of all the rights to the Site and the FNPlace Content. The Site and the FNPlace Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and the FNPlace Content shall remain with FNPlace, its affiliates, or licensors of the FNPlace Content, as the case may be. All rights not otherwise claimed under this Agreement or by FNPlace are hereby reserved.

VIII. Legal Disputes

You and FNPlace agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the FNPlace User Agreement, your use of or access to the Site, the Services, or any products or services sold or purchased through FNPlace’ sites, services, applications, or tools will be resolved in accordance with the provisions set forth in this Legal Disputes Section. Please read this Section carefully. It affects your rights and will have a substantial impact on how claims you and FNPlace have against each other are resolved. In no event shall an award in an arbitration initiated under this clause exceed the greater of a) the amount of the specific transaction in dispute, b) the amount of fees in dispute not to exceed the total fees which User paid to FNPlace in the 12 months prior to the action giving rise to the liability, or c) $100. Costs. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. Confidentiality. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND FNPlace AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND FNPlace AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER FNPlace USERS.

IX. General

This Agreement, the FNPlace Privacy Policy, and all policies posted on our sites constitute the entire agreement between the User and FNPlace with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter herein. FNPlace and the User are independent contractors, and no agency, partnership, joint venture, employee–employer, or franchiser–franchisee relationship is intended or created by this Agreement. The failure of FNPlace to exercise or enforce any right or provision of the terms of this Agreement shall not constitute a waiver of such right or provision. If any provision herein is held to be invalid or unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions of this Agreement. User agrees that there shall be no third party beneficiaries to this agreement. Headings are for reference purposes only, and in no way define, limit, construe or describe the scope or extent of such section.