Welcome to www.usuggest.com (the Site), offered by USuggest Corporation (USuggest). We are glad that you have decided to use our online suggestion marketplace service. We look forward to your involvement with our Site. Before you begin setting using our service, please take a moment to review these Terms of Use (Terms). The terms you, your, and yours refer to the individual utilizing our Site. The terms we, us, and our refer to USuggest.

1.GENERAL INFORMATION

(a)Agreement to Terms. USuggest collects the following Personally Identifiable Information from you when you use our Site: when you register to become a Suggestor or Referrer on the Site, we collect your first and last name, email address, home address, and information relating to your preferred method to receive payments for your suggestions. This Site also automatically receives and records information on our server logs from your browser, including your IP address, cookie information and the page you request. You can choose not to provide us with certain information, but then you might not be able to take advantage of many of our features and may not be able to become a Suggestor or Referrer. Personally Identifiable Information means any information that may be used to identify an individual, including, but not limited to, a first and last name, home or other physical address, an email address, phone number or other contact information, whether at work or at home.

(b)Terms Govern Use. These Terms, as updated from time to time, govern your access to and use of the Site as well as the use of any software provided by USuggest to you through the Site and corresponding documentation (of the Software). By accessing, browsing, and using this Site, you agree that you have read, understood, and accept these Terms. Please read them very carefully and let us know if you have any questions. If you do not agree with these Terms, you must leave the Site and may not use our service. These Terms apply to all users of the Site, including users who register as suggestors on the Site (Suggestors) or referrers on the Site (Referrers). If you fail to follow these Terms, USuggest may discontinue your ability to use the Service and the Software and, if you are a Suggestor or a Referrer, discontinue your membership.

2.THE USUGGEST SERVICE

(a)Service. The Site provides social networking and user suggestion innovations to create an online suggestion marketplace that facilitates product and service suggestions (the Service). The Site is a buyer-oriented marketplace that rewards those service and product suggestions and website referrals that result in sales. Users of the Site may register as Suggestors to make suggestions on the Site (Site Suggestions) or email links to a Suggestors own suggestions to friends (Email Suggestions and together with Site Suggestions, Suggestions). Users may also register as Referrers to refer others to the Site by providing links to the Site from Referrers own websites (Referrals).

(b)No Warranties. We will try very hard to make your experience with USuggest a productive one. However, we cannot always foresee or anticipate technical or other difficulties. These difficulties may result in loss of data or other service interruptions. For this reason, you agree that the Service is provided "AS-IS", without warranties of any kind. USuggest cannot assume responsibility for the timeliness, deletion, miss-delivery or failure to store any user data or communications, including without limitation any Suggestions.

(c)Changes to the Service. USuggest reserves the right to change or discontinue, temporarily or permanently, the Service at any time without notice. You agree that USuggest will not be liable to you or any third party for any modification or discontinuance of the Service.

3.BECOMING A SUGGESTOR OR A REFERRER

(a)Registration. In order to become a Suggestor or a Referrer, you must register on the Site to receive an account and password. If any information that you provide during registration is not accurate (or if USuggest has reasonable grounds to believe so), then USuggest has the right to suspend or terminate your account and refuse to grant you further access to the Service. You will receive an account confirmation email at the email account you provide us at registration. Your account will not be activated until you respond to the email by clicking on the link enclosed.

(b)Communications from USuggest. You understand and agree that as a Suggestor or Referrer, you may receive certain communications from USuggest, such as account creation confirmations, statements of your My Earnings balance (as described below), USuggest offers and promotions, information regarding the Site as the Site evolves, and service announcements and administrative messages. You will be able to opt out of some of these communications, but not others (such as communications concerning your account). If you dont want to receive ANY messages from us, you will need to cancel your account.

(c)Making Suggestions . If you become a Suggestor of USuggest, you will have the opportunity to earn revenue by making Suggestions for products and services that are offered by third parties. Suggestors can make Suggestions by entering the information relating to the product or service that is being suggested on the New Suggestion Page [link to New Suggestion Page]. Suggestors can also make Suggestions by downloading the Suggestion Toolbar [link to download of Suggestion Toolbar, if available], if and when the Suggestion Toolbar is offered by USuggest. The Suggestion Toolbar is considered Software under these Terms, and your use of the Suggestion Toolbar is subject to Section 9, Software, below. The Suggestion Toolbar will allow a Suggestor to tag products or services, at the time that the Suggestor is browsing third party websites offering the suggested products or services, by using the Tag button on the Suggestion Toolbar. When you make a Suggestion or, with respect to any Suggestions made using the Suggestion Toolbar, when you initially download the Suggestion Toolbar, you will be given the opportunity to choose whether you want your name displayed in connection with your Suggestions on the Site. USuggest reserves the right to remove any Suggestions from the Site for any reason.

(d)Making Referrals . If you become a Referrer of USuggest, you will have the opportunity to earn revenue by making Referrals to the Site by linking to the Site from your own website.

(e)United States Residents. You must be a resident of the Unites States to be eligible to be a Suggestor or Referrer.

(f)Earning Suggestion Fees and Referral Fees . If USuggest receives a commission for a sale of a product or service by a partner of USuggest, and that sale is the direct result of your Suggestion or Referral, USuggest will pay you a percentage of that commission (a Suggestion Fee). If USuggest receives a commission for a sale of a product or service by a partner of USuggest, and that sale is the direct result of your Referral, USuggest will pay you a percentage of that commission (a Referral Fee).

(g)Determining Suggestion Fees and Referral Fees. The percentage of the commission that USuggest will pay to you as a Suggestion Fee or as a Referral Fee, as applicable, will be determined by USuggest in its sole discretion and will be subject to change by USuggest at any time in its sole discretion and without prior notice to you. In the event that USuggest receives a commission on a sale that is the direct result of both a Suggestion and a Referral, the relevant Suggestor and Referrer will share equally the fee payable on such commission.

(h)My Earnings. You may view your earned Suggestion Fees and Referral Fees at the My Earnings [Insert link to My Earnings] portion of the Site. Any Suggestion Fees or Referral Fees reflected in your My Earnings balance will not be held in an interest-bearing account and will not bear interest. USuggest may adjust both up and down any reported My Earnings balances as may be necessary or required to reflect payment adjustments implemented by USuggest partners, failures to pay by USuggest partners, or other reasons caused by third parties. The reports of Suggestion Fees and Referral Fees set forth in My Earnings will include such information as will be determined by USuggest from time to time in its sole discretion, and will be conclusive, final and binding on you.

(i)Invalid Purchases . You may not purchase any products or services through your own Suggestions or Referrals, and such purchases are Invalid Purchases. USuggest will not pay any Suggestion Fee or Referral Fee on any purchases that USuggest in its sole discretion determines are Invalid Purchases. USuggest has in place systems and methods to detect Invalid Purchases, and USuggests determination that a purchase is an Invalid Purchase and therefore not eligible for any Referral Fee or Suggestion Fee will be final and binding. Any Suggestions that appear to be primarily used to facilitate Invalid Purchases, as determined by USuggest in its sole discretion, will be removed from the Site.

(j)Method of Payment for Suggestion Fees and Referral Fees. You will be able to receive payment of the Suggestion Fees and Referral Fees reported in your My Earnings balance through a PayPal account, a check mailed to the address designated by you, or in any other manner that USuggest may set forth from time to time in these Terms. When you register to become a Suggestor or a Referrer, you will be asked to indicate the payment method through which you desire to receive your Suggestion Fees and/or Referral Fees, which designation you may change here: [include link to account preferences]. Whichever payment method you choose, then unless you and USuggest expressly agree in writing otherwise, USuggest will send the payment to you within approximately thirty (30) days after the end of each month in which the applicable commission is received by USuggest, if your My Earnings balance is $15 or more. If you change your payment designation following your initial registration, then the change will take effect the following month. In the event that your account has terminated for any reason, USuggest will pay your earned My Earnings balance (net of offset for fees and other deductions) to you. Notwithstanding anything to the contrary, in no event will USuggest pay out any Suggestion Fees or Referral Fees unless USuggest has itself been paid in full for the applicable commission. You will be responsible for paying any and all taxes or similar payments resulting from any payments you receive from USuggest.

(k)Violation of Terms. You may lose your ability to view or receive payments of your reported Suggestion Fees or Referral Fees from your My Earnings balance in the event you in any way violate or otherwise breach these Terms or engage in any activity intended to, or the result of which could or would, in USuggests good faith judgment, defraud USuggest or any third party, or that constitutes or results in the violation of any applicable law or regulation relating to the Service, Suggestions, or Referrals.

4.USER RESPONSIBILITIES

By using the Service and/or registering to become a Suggestor or a Referrer, you agree to the following user responsibilities (User Responsibilities), and we ask that you carefully read and follow them. Any conduct that violates the User Responsibilities is grounds for termination of your account. The User Responsibilities are as follows:

(a)Restriction on Commercial Use or Resale. Your right to use the Service is personal to you; therefore, you agree not to resell or make any commercial use of the Service other than in connection with good faith Suggestions for third party products or services or good faith Referrals, or to use the Service on behalf of any commercial entity unless explicitly permitted by USuggest.

(b)Provide Accurate Information. You agree to provide true, accurate, current and complete information to USuggest about yourself, as requested in the registration form for Suggestors and Referrers, and you agree to not misrepresent your identity. You will keep information on your account current and up to date.

(c)Respect Rights of Others. You agree that you will not use the Service to publish or distribute any defamatory, infringing, obscene, invasive of another's privacy, indecent or unlawful material or information, or to in any other way violate the rights of others.

(d)Guard Your Password. You will choose a password when registering to become a Suggestor or Referrer. You are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all activities that occur using your password or account. Please notify USuggest immediately of any unauthorized use of your password or account or any other breach of security. USuggest will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else's password or account at any time.

(e)Proprietary Rights. You acknowledge and agree that USuggest and its licensor(s) own all rights to this Site and the content displayed on the site. You are only permitted to use this content as expressly authorized by the Service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of USuggests technology.

5.PRIVACY

USuggest respects your privacy. As part of the registration process, you will provide certain personal information to USuggest. Your personal information will only be used in accordance with USuggests Privacy Policy [link to the Privacy Policy], which is incorporated into and governed by these Terms.

6.CONTENT AND LINKS; PURCHASES

(a)Third Party Content . The Site contains content supplied by third parties (including the Suggestions) and links to and from Internet sites maintained by third parties. USuggest does not control such content or operate such third-party sites. Third party content on and links on or to the Site do not constitute any endorsement by USuggest. USuggest is not responsible for the accuracy or reliability of third party information, including any information provided in Suggestions or Referrals, and you assume sole responsibility for the use of third party information.

(b)No Endorsement by USuggest. You acknowledge that USuggest neither endorses the contents of your communications or the communications of third parties on or relating to the Site (including any Suggestions or Referrals) nor assumes the responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby.

(c)Suggestions Are Not Offers of Sale. No information provided on this Site is an official advertisement by an online store. No information provided on this Site is a promise to sell you a specific product at a specific price or that a promise that any merchant will sell any product or service for any purpose or price or on any specific terms. We do not guarantee that the prices presented on this site are current selling price of the item at the specified merchant, or that deal and sale information provided are currently being honored by the specified merchant.

(d)Purchases from Third Parties. USuggest is not involved in any transaction between you and the merchants linked from this Site. If you have a dispute with one or more merchants, you agree to release and hereby USuggest (and USuggests officers, directors, agents, subsidiaries, affiliates, employees, successors, assigns, content providers and service providers) from claims, demands, actual and consequential damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

7.REVENUE AND ADVERTISING

USuggest may rely on advertisers to help fund the Service. In order to continue our free Service, you agree that USuggest may display advertisements and promotions of all kinds in and with the Service. You understand that USuggest may have agreements with websites including revenue sharing from advertising or transactions and new user bounties.

8.SOFTWARE

(a)License Grant. You may download, install and use the Software on a personal computer. A license for the Software may not be shared, installed or used concurrently on different computers. Your license rights under these Terms are personal, non-exclusive, non-transferable, non-sublicenseable and revocable. You agree that the Software is for your personal, internal, and non-commercial use only.

(b)Copies. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software.

(c)No Implied License. Except as expressly provided in these Terms, nothing contained herein will be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. All rights in the Software remain with USuggest and its suppliers except to the extent expressly licensed under this Agreement.

(d)License Restrictions. You agree that except as expressly set forth above, you will not (and will not allow any third parties to): (i) use any device, robot, spider, other automatic software or device, or manual process to interfere or attempt to interfere with the proper working of the Software, or to monitor use of the Software without USuggests prior written permission, (ii) take any action that imposes an unreasonable or disproportionately large load on the USuggest infrastructure, (iii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Software, to the extent such restrictions are allowable under applicable law, (iv) rent, lease, loan, sell, or sublicense, republish, distribute, display, use for service bureau purposes or transmit for commercial, for-profit, or non-educational purposes all or any portion of the Software, (v) copy, reproduce, modify, adapt, translate, or create derivative works of the software, make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network, (vi) use any network monitoring or discovery software to determine the Site architecture, or extract information about usage, individual identities or users, or (vii) export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder.

(e)Automatic Communications Features. The Software consists of interactive internet applications that perform a variety of communications over the internet as part of their normal operation. Some of these communications features are automatic and are enabled by default. By installing and/or using the Software, you consent to the Software's communications features. Once you log into the Software, user information including your account information may be sent in communications with USuggest servers. This information is used to access your account and to provide services. USuggest may match this information to personally identifiable information in order to provide you with services. You are responsible for any telecommunications or other connectivity charges incurred through use of the Software. The Software may automatically communicate with USuggest servers to check for updates to the Software, such as enhancements, data, bug fixes and patches, and may perform diagnostics on your computer to determine update or upgrade availability. (f) Third Party Software, Web Sites and Rights. The Software may contain third party software that requires notices and/or additional terms and conditions. If you choose to use such third party software, then such use will be governed by such third partys license agreement if an electronic copy of such license agreement is installed in the appropriate product folder on your computer upon installation of the Software. USuggest is not responsible for any third partys software and will have no liability for your use of third party software. You acknowledge that some features of the Software may require a license from a third party.

9.OWNERSHIP

(a)Materials Owned by USuggest. The content (including Suggestions), information, images, files, logos, service names, graphics, text, documents and services (Materials) offered on this Site, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials on this Site may violate such laws and these Terms. Except as expressly provided herein, USuggest and its suppliers do not grant any express or implied rights to use the Materials. USuggest is a trademark or registered trademark of USuggest Corporation in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners.

(b)Your Assignment of Works to USuggest. Any information, ideas, suggestions, or communications (including any Suggestions) (collectively, Works) sent by you to USuggest become the exclusive property of USuggest, and you assign all rights in and to such Works to USuggest and waive any moral or equivalent rights in such Works. Subject to the terms of the Privacy Policy [include link to privacy policy], USuggest is entitled to use, reproduce, disclose, distribute and create new material using any Works submitted by you for any purpose without restriction or compensation to you, other than the applicable compensation for Suggestions and Referrals, if any, in accordance with Section 3 above.

10.TERMINATION

USuggest may immediately terminate your account for any reason at any time. Upon termination, you will no longer be allowed to make Suggestions or Referrals. You may terminate your account by contacting USuggest at support@usuggest.com. You will not be eligible to earn any Suggestion Fees or Referral Fees after termination of your account. Termination of your account will not result in removal from the Site of any Suggestions made by you prior to termination, but you will no longer be eligible for any Suggestion Fees resulting from such Suggestions.

11.USE BY CHILDREN

his Site is not intended for or directed to persons under the age of 13. Children are not eligible to use the Service. We require that users of this Site be individuals who are 13 years of age or older. EACH TIME YOU USE THE SERVICE, YOU ARE REPRESENTING TO USGUGGEST THAT YOU ARE 13 YEARS OF AGE OR OLDER. WHEN YOU REGISTER TO BECOME A SUGGESTOR OR REFERRER, YOU ARE REPRESENTING TO USGUGGEST THAT YOU ARE 13 YEARS OF AGE OR OLDER.

12. DISCLAIMER OF WARRANTIES

USUGGEST PROVIDES THE SERVICE AND ALL RELATED CONTENT TO YOU AS IS, WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITIY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT; OR ANY WARRANTY THAT INFORMATION OBTAINED THROUGH THE USUGGEST SERVICE (INCLUDING ANY INFORMATION ABOUT THIRD PARTY PRODUCTS OR SERVICES), WHETHER ACQUIRED FROM USUGGEST OR A THIRD PARTY SUCH AS A SUGGESTOR OR REFERRER, IS ACCURATE OR RELIABLE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICE REMAINS WITH YOU.

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 to your computer system or loss of data that results from the download or use of such material and/or data.

USuggest makes no warranty regarding any goods or services purchased or obtained directly or indirectly through the Service or any transactions entered into directly or indirectly through the Service.

You understand and agree that Suggestions and Referrals may not result in any compensation to you, and USuggest does not guarantee that you will receive any Referral Fees or Suggestor Fees.

No advice or information, including without limitation any Suggestion, whether oral or written, obtained by you from USuggest or through the Service shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above limitations may not apply to you.

13.INDEMNIFICATION

You agree to indemnify and hold harmless USuggest, its affiliates, officers, directors and employees from any and all claims or demands, including the payment of reasonable attorney's fees, claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys fees) caused by or arising from your use of the Service or the Site, your violation of these Terms, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.

14.MISCELLANEOUS

(a)Entire Agreement. These Terms (including the USuggest Privacy Policy and, if applicable, the Suggestor Toolbar License Terms) comprise the entire agreement between you and USuggest with respect to the Service and supersede all prior agreements between the parties regarding the subject matter contained herein. Any waiver of any provision of the Terms will be effective only if in writing and signed by USuggest.

(b)Compliance with Laws. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Please note that information published on this Site may refer to products, programs or services that are not available in your country. Only residents of the United States are eligible to register as Suggestors or Referrers. Contact USuggest directly (support@usuggest.com) for information regarding the products, programs and services that may be available to you. This Site is controlled, operated, and administered by USuggest from its offices within the United States of America. USuggest makes no representation that this Site or the Service are appropriate or available for use at other locations outside the United States, and access to this Site from territories where the Site or the Service is illegal is prohibited. If you access this Site or use the Service from a location outside the United States, you are responsible for compliance with all local laws where you reside. You agree to comply with United States law regarding the transmission and/or export of technical data through the use of the USuggest Service.

(c)Assignment. These Terms are personal to you and you may not assign or transfer these Terms under any circumstances. You agree that this Agreement may be automatically assigned by USuggest, in its sole discretion, to a third party in the event of a merger, acquisition or bankruptcy.

(d)Severability. If a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, the remaining provisions of the Terms will continue in full force and effect.

(e)Governing Law and Jurisdiction. The rights and obligations of the parties under these Terms will be governed by and construed under the laws of the State of California, without reference to conflict of laws principles. Any dispute or claim arising out of or in connection with these Terms or the performance, breach or termination thereof, shall be finally settled by binding arbitration in Phoenix, Arizona, in accordance with the rules then in effect of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision. Any claim involving these Terms, the Site or the Service must be brought within one (1) year after the claim arose, or such claim will be barred.