Pricelock Services Terms of Use

Pricelock Website Terms of Use

Welcome to the Pricelock ("Pricelock") web site. Please take a moment to read the following terms and conditions ("Terms of Use"). Use of this web site, including all URL's at Pricelock.com (the "Website") and access to the materials and information it contains (the "Materials"), whether on or through the Website or accessible through locally installed mobile web applications, third party platforms and various Application Programming Interface services that we may offer from time to time, are subject to the following Terms of Use and all applicable laws and regulations. Your access to and use of this Website constitutes your full acceptance of the following Terms of Use:

BY ACCESSING AND BROWSING THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THIS WEBSITE.

  1. Limited License and Right to Use Website. The information and materials provided on this Website are solely for your noncommercial, educational use to assist you in evaluating the products and services offered by Pricelock. Pricelock hereby grants you a personal, non-exclusive, non-transferrable, non-sublicensable, limited license to access and use the Website and Materials for your own non-commercial educational purposes, subject to your compliance with all the Terms of Use. Other uses are not permitted unless you receive Pricelock's prior written approval. Unless otherwise indicated, you are authorized to make a reasonable number of copies of documents or forms displayed on this Website provided you retain all copyright or other proprietary notices or disclaimers. Copying other than in accordance with these terms is strictly forbidden.

    Except as expressly set forth in these Terms of Use, you may not copy, adapt, reverse engineer, de-compile, modify (including without limitation making derivative works), or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display, or sell in any form or by any means, in whole or in part, the Website or Materials (including any data, text, images) without Pricelock's or its licensors' express prior written permission. Except as expressly provided in a separate license agreement, Pricelock and its licensors of the Website and/or Materials do not grant any express or implied rights to you under any patents, copyrights, trademarks or trade secret information. Certain sections of this Website may also contain additional restrictions as to use or access.

    You may only use this Website for legal purposes. You may not use this Website to publish, post, distribute or disseminate any defamatory, infringing, obscene or otherwise unlawful material or information on or through this Website. You may not use this Website to attempt to manipulate any market pricing in any commodity or to influence any other person or entity to take any action that could have the effect of manipulating any market pricing in any commodity. You may not use this Website as a means of defrauding any other person or entity or of undertaking any action or making any payment prohibited by law, rule or regulation.

    Any messages, advice, opinions or other information posted to the Website by third parties should not be viewed as endorsed or otherwise approved by Pricelock. Use of such material or information is at your own risk.

  2. Linking Policy. This Website contains links to third party sites, which are not under Pricelock's control. These sites are not governed by these Terms of Use or Pricelock's Privacy Policy. Pricelock disclaims all responsibility for the operation of such sites, including the information collection practices of such sites. Pricelock does not monitor, review or endorse the content of third party sites linked to this Website. You acknowledge that Pricelock is not responsible for the accuracy, copyright compliance, legality, regulatory compliance, decency or any other aspect of the content of such sites. Linking to such sites is at your own risk.

  3. Privacy. Your use of this Website is subject to the Privacy Policy of Pricelock (or, if applicable, the Pricelock subsidiary with which you are dealing) in effect at the time of your use of the Website.

  4. User Submissions. Your use of or posting or comment to any community or social media forum, blog, marketplace platform, product overview and purchase functionality or other interactive feature of the Website is subject to reasonable limitations. You may not upload files that contain software or other material or information protected by intellectual property laws, rights of privacy or publicity, or any other applicable law or regulation unless you own or control the rights thereto or have received all necessary consents. The obligation of determining whether any such material or information is protected by intellectual property law rests with you. You may not upload files that contain a virus or any other program designed to interfere with the operation of the Website or computers linked to the Website. You may not post, distribute, disseminate or otherwise publish any defamatory, infringing, obscene or unlawful material or information on or through the Website. You may not misrepresent your own identity or your affiliation with, or employment by, any entity. Any messages, advice, opinions or other materials or information posted to the forums by third parties should not be viewed as endorsed or otherwise approved by Pricelock. Use of such materials or information is at your own risk. Pricelock reserves the right, in its sole discretion, but does not assume any obligation, to immediately remove any materials or information from the Website that violate these Terms of Use or applicable laws or regulations, or that may subject Pricelock or its agents or suppliers to liability.

  5. Confidential Information. Any material, information or other communication you transmit or post to this Site, including any data, questions, comments, suggestions, reviews or the like, that is not protected from disclosure or use by our Privacy Policy or in any agreement related to the use of any services or the purchase of any products offered by the Company or any of its subsidiaries is referred to as "Non-Covered Communications." Non-Covered Communications are, and will be treated as, non-confidential and non-proprietary. Pricelock will have no obligations with respect to the Non-Covered Communications.

  6. User Names and Passwords. Certain portions of the Website and Materials, and access to certain of the products and services offered by Pricelock and its subsidiaries, may only be accessed through an account that you have established with Pricelock or its subsidiary (an "Account"). An Account may only be accessed by correctly entering a user name and password that you have chosen. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD.

    You agree not to transfer or resell or otherwise convey your Account or the right to use your Account or rights therein to anyone. If you have reason to believe that your Account is no longer secure, you must: (i) promptly change your password and (ii) immediately notify us of the problem.

    You may not use anyone else's Account at any time and you may not allow anyone else to use your Account at any time. Pricelock strongly recommends that you exit from your Account at the end of each session.

  7. Proprietary Rights. To the maximum extent permitted under law, all text, images and other materials available on the Website and in the Materials are protected by U.S. copyright law, various international treaties and other applicable law. The copyright on such materials and information is held by Pricelock, its licensors or by the original creator of the materials or information. Permission is granted to display, copy, distribute, and download the materials and information on the Website solely for purposes of evaluating or using the products or services offered on the Site, provided you do not modify the materials and information and that you retain all copyright and other proprietary notices contained on the materials and information. Use of these materials or information for any other purpose is prohibited absent Pricelock's prior written consent. All rights not expressly granted herein are reserved. Any unauthorized use of the materials or information appearing on the Website may violate copyright, trade identity and other applicable laws or regulations and could result in criminal or civil penalties. Pricelock disclaims any proprietary rights in copyrighted materials or information belonging to others. Your use of the Website does not create any license or any other rights in Pricelock's or any third party's copyrights, trademarks or any other intellectual property or proprietary rights. All product names, logos, trademarks and service marks appearing on the Website are the property of Pricelock or other third parties. Nothing in these Terms of Use shall be construed to grant you any right or license in any of these names, logos, trademarks or service marks without the prior written consent of the owner.

    Pricelock is eager to receive your comments and answer your questions about our products and our company. However, in submitting Non-Covered Communications, you grant Pricelock and its affiliates full proprietary rights in any Non-Covered Communications that you post to the Website. You also grant Pricelock and its affiliates the right to use the name you submit with any Non-Covered Communications, comment, review or other content. You represent and warrant that you own or otherwise control all rights to any Non-Covered Communications or other content you post on the Website. Furthermore, you agree that Pricelock is free to use any ideas, concepts, know-how, or techniques contained in any Non-Covered Communications you send to the Website for any purpose whatsoever, including but not limited to developing and marketing products or services using such materials or information.

  8. Disclaimer of Warranty. ALL MATERIALS AND INFORMATION INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE ARE PROVIDED "AS IS" FOR YOUR USE WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, PRICELOCK DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. PRICELOCK DOES NOT WARRANT THAT THE CONTENT OF THE WEBSITE IS ACCURATE, TIMELY, RELIABLE, CORRECT OR COMPLETE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. PRICELOCK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS AND INFORMATION ON THIS WEBSITE OR ANY SITES LINKED TO THIS WEBSITE. NOR DOES PRICELOCK WARRANT THAT THE WEBSITE WILL BE ACCESSIBLE AT ALL TIMES OR IN ALL GEOGRAPHIC AREAS. FURTHER, PRICELOCK DOES NOT WARRANT THAT THIS WEBSITE OR THE MATERIALS AND INFORMATION MADE AVAILABLE THROUGH IT ARE FREE FROM COMPUTER VIRUSES, WORMS OR OTHER HARMFUL EFFECTS. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK. Some states/jurisdictions do not allow the exclusion of implied warranties, so the above disclaimer may not apply to you.

  9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL PRICELOCK OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY DIRECT, INDIRECT, ACTUAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES ATTRIBUTABLE TO ANY LOSS OF DATA, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF PROFITS, OR LOSS OF USE, ARISING OUT OF THE USE OR INABILITY TO USE THE MATERIALS OR INFORMATION ON THE WEBSITE (OR SITES LINKED TO THE SITE), EVEN IF PRICELOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN MAIL OR OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE OR INTERNET SERVICE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, STRICT LIABILITY, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

  10. Indemnification. You agree to indemnify and hold harmless Pricelock and its directors, officers, shareholders proprietors, employees, representatives and agents, affiliates and subsidiaries from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and all related costs and expenses) arising from your use or inability to use the Website.

  11. Termination of Services. Pricelock reserves the right, in its sole discretion, to discontinue the Website or to terminate your access to all or part of the Site, with or without notice. You agree that Pricelock, its suppliers, and resellers shall not be liable to you in the event of such termination.

  12. Compliance with Applicable Law.You agree to comply with all applicable laws and regulations of the various states and of the United States, including all export and re-import laws and regulations. Regulatory requirements are subject to change and may differ from location to location.

  13. Errors & Omissions. Information on this Website may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice. Pricelock or its subsidiaries and affiliates may also make improvements and/or changes in the products described in this information at any time without notice.

  14. Revisions. Please check the Terms of Use periodically for changes. Your continued use of the Website following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

  15. Severability. If any provision of this Terms of Use shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by law, and all other provisions shall be unaffected thereby.

  16. Waiver. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by a duly authorized representative, partner or owner of the party claimed to have waived or consented. Should either party consent, waive or excuse a breach by the other party, whether expressed or implied, such shall not constitute a consent to, waiver of, or excuse of any other different or subsequent breach.

  17. Force Majeure. Pricelock shall not be liable for damages for any delay or failure arising out of causes beyond its reasonable control and without default or negligence, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor or materials.

  18. Governing Law. These Terms of Use, and all matters relating to your use of the Site, shall be governed by and construed in accordance with the laws of the United States of America, State of California, without regard to choice of law principles. You agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of San Mateo County and the United States District Court for the Northern District of California with respect to such matters.

  19. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.

  20. Entire Agreement. This agreement, together with the incorporated documents, constitutes the entire agreement between the parties relating to the Website and its use and supersedes any previous written or oral agreement or understanding of the parties hereto with respect to such subject matter.

  21. Return/Refund Policy. All purchases made through Pricelock, Inc. or its subsidiaries are final and no refunds are available.s

Pricelock Connect Terms of Use

[Updated: May 15, 2013]

These Pricelock Connect Service Terms of Use ("Pricelock Connect Terms of Use") apply to your use of the Pricelock Connect service located at [https://www.pricelock.com/connect] ("the Pricelock Connect Service" or "Pricelock Connect"). The process for participating in the Pricelock Connect Service is described on the Pricelock Connect Service at the "How it Works" tab and other rules and tips regarding participating are described in the Connect Do's and Don'ts at [https://www.pricelock.com/connect/main/doAndDont] ("the Connect Do's and Don'ts").

These Pricelock Connect Terms of Use, together with the Connect Do's and Don'ts, the Pricelock Privacy Policy at [https://www.pricelock.com/connect/main/privacyPolicy], the Pricelock Website Terms of Use at [www.pricelock.com/main/termsOfUse], and any documents expressly incorporated into these terms by reference, constitute a binding agreement (collectively, the "Usage Terms") between you and us, Pricelock, Inc. ("Pricelock"), that govern your access to and use of the Pricelock Connect Service. Your use of or your accessing of the Pricelock Connect Service, including, without limitation, the posting of or reply to any Listing on the Pricelock Connect Service, constitutes your acceptance of, and agreement to be bound by the Usage Terms.

By accessing or using the Pricelock Connect Service, you agree to be bound by these Usage Terms, whether or not you have registered on or through the Pricelock Connect Service. These Usage Terms may be accepted by: (1) you clicking a box indicating acceptance when it is presented to you; or (2) you using or accessing the Pricelock Connect Service. If you are accepting the Usage Terms on behalf of another person or entity, then you represent that: (1) you have the authority to bind that person or entity, and (2) you agree on behalf of that person or entity to these Usage Terms (and, other than these representations, "you" refers to that person or entity). If you do not agree to the Usage Terms, you may not use the Pricelock Connect Service.

If you have questions or comments about the Pricelock Connect Service Terms of Use, Connect Do's and Don'ts, the Privacy Policy or any other matter addressed in these terms, please contact us at connect@pricelock.com.

1. Definitions

Poster means a person or entity (or authorized representative or agent of such entity) that uses the Pricelock Connect Service to post a Listing for potential sale, purchase or solicitation of interest.

Responder means a person or entity (or authorized representative or agent of such entity) that uses the Pricelock Connect Service to respond to a Listing.

2. Posting on the Pricelock Connect Service

The Pricelock Connect Service is an independent venue for users to exchange information and offers or indications of interest regarding Listings. Any content that you submit for posting through the Pricelock Connect Service is your "Listing." To submit a Listing on the Pricelock Connect Service, please visit our website at [https://www.pricelock.com/connect] and follow our Listing submission process.

You are solely responsible for the content and accuracy of your Listing (or reply thereto), and any content or information that you post or make available through the Pricelock Connect Service or Web Site. We will direct user inquiries to the email address or other contact information you provide to us. If you submit a Listing, any terms surrounding such Listing are solely between you and the Responder indicating interest in your Listing. We will not be responsible for or have any liability for your Listing or the accuracy or content thereof, or have any responsibility for breach by you of these Usage Terms or of any statements or representations made by you regarding your Listing or in communication with another person or entity through the Pricelock Connect Service.

You acknowledge that Pricelock has no obligation to monitor your access to or use of the Web Site or Pricelock Connect Service or to review or edit any of your content, information or Listing, but has the right to do so for the purpose of operating the Pricelock Connect Service and the Pricelock Web Site at www.pricelock.com ("Web Site") and to ensure your compliance with these Usage Terms or to comply with applicable law or the order or requirement of a court, administrative agency or other government body. We reserve the right, in our sole discretion, to decline your proposed Listing or to remove your Listing or any of your content or information from the Pricelock Connect Service at any time or to remove or disable access to such content or Listing that Pricelock, in its sole discretion, considers to be in violation of these Usage Terms or otherwise harmful to or inappropriate for the Pricelock Connect Service or the Web Site. We take no responsibility for ensuring that your Listing meets the requirements of these Usage Terms.

3. Registration and License

Eligibility and Registration. The Pricelock Connect Service and the Web Site are intended solely for persons who are 18 years of age or older. Any access to or use of the Pricelock Connect Service or Web Site by anyone under 18 is expressly prohibited. Pricelock may refuse the Pricelock Connect Service to any person or any entity at any time, in Pricelock's sole discretion. Users of the Pricelock Connect Service must provide and maintain current, complete and accurate Registration Information. We may issue a warning, suspend, or terminate your use of the Pricelock Connect Service, and any of your current Listings, if you violate these Usage Terms or if we are unable to verify any information you provide to us.

Limited License. Subject to your compliance with these Usage Terms, Pricelock hereby grants you a limited, revocable, nontransferable, nonexclusive license to use the Pricelock Connect Service solely for your internal use and to view, download and print any content on the Pricelock Connect Service to which you are permitted access solely in connection with your use of the Pricelock Connect Service in accordance with these Usage Terms. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display or publicly perform the Pricelock Connect Service or Web Site or content thereon, except as expressly permitted in these Usage Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Pricelock or its licensors, except for the licenses and rights expressly granted in these Usage Terms.

4. Finalizing a Transaction

If you receive responses to a Listing you submitted on the Pricelock Connect Service, it is your responsibility to, if desired: (i) contact any other Poster or Responder who may have responded regarding a potential transaction regarding the Listing and (2) attempt to consummate a transaction related to such Listing on terms to be negotiated directly between you and the applicable Poster or Responder. Neither Pricelock nor its affiliates makes any guarantee or representation of any kind that a transaction will occur with respect to a Listing, and Pricelock and its affiliates are not responsible for any matters relating to the negotiation and performance or non-performance of any transaction related to a Listing. Completion of such transaction, if any, is solely the responsibility of the Poster and Responder.

5. Pricelock Listing Fees

For Listings posted by you, a fee may be payable to Pricelock for the use of the Pricelock Connect Service pursuant to the terms agreed to by you in the process of submitting your Listing on the Pricelock Connect Service at [https://www.pricelock.com/connect].

6. Your Information

General. Pricelock acts only as a passive conduit for your online publication of your information, and you remain solely responsible for your information. Pricelock has no responsibility for, and does not undertake to review or approve any Listing or any content or information posted or submitted by you on or through the Pricelock Connect Service or Web Site. Notwithstanding the foregoing, Pricelock also reserves the right to take any action with respect to such information that we deem appropriate in our sole discretion, including, without limitation, deleting, restricting or suspending access to such information, for any reason.

Information Supplied by You. You agree that information you give us, or any information, Listing or content you post, in connection with your use of the WebSite or Pricelock Connect Service: (a) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation; (c) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) shall not knowingly contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) shall not link directly to any other web site in a manner that violates our policies or the policies of any third party; (f) shall not be fraudulent; and (g) shall not otherwise cause Pricelock or its affiliates to violate any applicable law or regulation. You represent and warrant that you have all necessary rights, licenses, permissions and intellectual property rights to grant the licenses granted in these Usage Terms and to post your Listing, content or other information you post on, or make available through, the Pricelock Connect Service. With respect to the information you supply or post in connection with your use of the Pricelock Connect Service, you hereby grant Pricelock and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right to use, copy, perform, publish and display your Listing, content and information, including your logos, only on, through or by means of the Pricelock Connect Service and Web Site, in accordance with these Usage Terms.

Content from Social Media and Networking Sites As part of the functionality of the Pricelock Connect Service or Web Site, we may allow you to link your account on the Pricelock Connect Service or Web Site with online accounts you may have with third party service providers (each such account, a "Third Party Account") by allowing Pricelock to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. If you use this functionality, you represent that you are entitled to grant Pricelock access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Pricelock to pay any fees or making Pricelock subject to any usage limitations imposed by such third party service providers.

If you use this functionality and thereby grant Pricelock access to any Third Party Accounts, you understand that Pricelock will access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account ("Third Party Account Content") so that it is available on and through the Pricelock Connect Service or Web Site via your account with Pricelock. Unless otherwise specified in these Usage Terms, all Third Party Account Content, if any, will be considered to be content on the Pricelock Connect Service which is subject to these Usage Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your registration on the Pricelock Connect Service or Web Site. If a Third Party Account or associated service becomes unavailable or Pricelock's access to such Third Party Account is terminated by the third party service provider, then the Third Party Account Content may no longer be available on and through the Pricelock Connect Service or Web Site. Your relationship with the third party service providers associated with your Third Party Accounts is governed solely by your agreement with such third party service providers. Pricelock makes no effort to review any Third Party Account Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Pricelock is not responsible for any Third Party Account Content.

7. Third Party Information

Third Party Content and Links The Web Site and Pricelock Connect Service may contain news and information published by various third party providers. The terms and conditions of the respective third parties are incorporated herein by reference and are part of these Usage Terms. The Web Site and Pricelock Connect Service may contain links to third party web sites not under the control or operation of Pricelock. Pricelock provides links only as a convenience and does not endorse and is not responsible for the content of any linked site or any site linked to from a linked site. You acknowledge sole responsibility for and assume all risk arising from your use of any such third party websites or content available from such websites.

User Feedback/Reviews. Pricelock does not undertake to review, rate, or provide information concerning performance of, or disputes between, any user, Poster or Responder, or the content of any Listing or reply thereto. Pricelock may allow users, Posters and Responders to post feedback on the Pricelock Connect Service concerning their experience on Pricelock Connect Service or with Responders or Posters. Any such posting must comply with the applicable policies of Pricelock Connect Service then in effect, are the sole responsibility of the user submitting such information, and Pricelock and its affiliates are not responsible for the content or accuracy of such information. Pricelock reserves the right to remove any such information, upon request or otherwise, that fails to comply with any policies of Pricelock then in effect regarding substantiation, professionalism, or any other criteria. If you feel that ratings regarding you are the product of fraud or malicious attack, then please notify us, but we take no responsibility for monitoring or ensuring the accuracy of any ratings or reviews. You will not attempt to manipulate the ratings, and if you post a review of you or your own Listing, you will disclose your identity in the review.

Information and Profiles. A Listing or reply thereto may contain information about a Poster or Responder posting or replying to such Listing, and Pricelock may allow users, Posters and/or Responders to post information about themselves on the Pricelock Connect Service or Web Site that would be viewable by other users. All such information is the sole responsibility of such user, Poster or Responder, and Pricelock and its affiliates are not responsible for the content or accuracy of such information.

8. Use of Pricelock Connect Service

General. We do not guarantee continuous, uninterrupted or secure access to the Web Site or Pricelock Connect Service, or any portion thereof, and operation of the Pricelock Connect Services may be interfered with by numerous factors outside of our control. You understand and agree that your use of Internet browser navigation buttons, including the 'Back', 'Forward' or 'Refresh' buttons, is at your sole risk and may cause session timeout, errors or data loss when using the Web Site or Pricelock Connect Service.

Intellectual Property. The Web Site and Pricelock Connect Service, content thereof, and all intellectual property rights included therein (including but not limited to copyrights, trademarks and service marks) are privately owned or licensed and all right, title and interest therein shall remain the property of the owners, licensors, their licensees, successors and assigns thereof. You agree that you will not remove any copyright, trademark or other intellectual property or any proprietary notice or legend contained on the Web Site, Pricelock Connect Service or its content.

System and Business Integrity. You agree not to use any device, software or routine or otherwise take any action to interfere or attempt to interfere with the proper working of the Web Site or our Pricelock Connect Service. You agree not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with our business operations. You agree not to take any action that disrupts, harms, or otherwise interferes with Pricelock's business relationships. You may not disclose or share your password to or with any third parties or use your password for any unauthorized purpose.

Compliance with Laws. You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Web Site and Pricelock Connect Service, including without limitation any laws that would apply to your performance of any transaction proposed or ultimately consummated. You acknowledge that, in some circumstances, failure to provide full, accurate, and complete information as required by these Usage Terms may subject you to penalty for making false statements, as prescribed by applicable law.

9. Limitations

Scope of Relationship. You and Pricelock are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Usage Terms. Pricelock and its affiliates do not endorse or recommend any Listing, Poster or Responder. Pricelock and its affiliates have no control over the quality, safety or legality of any product or service offered and sold, the accuracy of any related content, the ability or intent of users to sell or buy any product or service that may be included on the Pricelock Connect Service.

Disclaimer of Warranties. YOU AGREE THAT YOUR USE OF THE WEB SITE AND PRICELOCK CONNECT SERVICE ARE ENTIRELY AT YOUR OWN RISK. THE WEB SITE AND PRICELOCK CONNECT SERVICE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, PRICELOCK AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF THE WEB SITE, ANY LISTING, INFORMATION, OR THE PRICELOCK CONNECT SERVICE; (B) ANY WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (C) ANY WARRANTIES REGARDING ANY LISTING OR OTHER GOODS OR SERVICES OFFERED FOR SALE OR PURCHASE, OR SOLD OR PURCHASED, IN CONNECTION WITH THE PRICELOCK CONNECT SERVICE. SOME STATES LIMIT DISCLAIMERS OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRICELOCK, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, DIRECTORS AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOST GOODWILL, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATED TO THESE USAGE TERMS, YOUR USE OF THE PRICELOCK CONNECT SERVICE, OR ANY GOODS OR SERVICES THAT ARE THE SUBJECT OF A LISTING, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(c) IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU UNDER THESE USAGE TERMS FOR ALL DAMAGES (OTHER THAN AS REQUIRED BY LAW FOR PERSONAL INJURY) EXCEED THE AMOUNTS RECEIVED BY PRICELOCK FROM YOU AS A RESULT OF TRANSACTIONS THAT ARE DIRECTLY RELATED TO THE SUBJECT MATTER OF THE ACTION. ALTERNATIVELY, IF THE SUBJECT MATTER OF THE ACTION IS NOT DIRECTLY RELATED TO ACTIVITIES THAT RESULT IN PAYMENT BY YOU TO PRICELOCK, THE LIABILITY OF PRICELOCK, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, DIRECTORS AND EMPLOYEES TO YOU WILL NOT EXCEED ONE HUNDRED DOLLARS.

Indemnification. You shall indemnify, defend, and hold harmless Pricelock, its affiliates, and its and their respective officers, directors, managers, employees, agents, representatives, successors, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) arising out of or relating to any claim or action based upon your breach of these Usage Terms, or your sale, delivery, purchase or use of any product or service through the Pricelock Connect Service.

10. Other

General. In interpreting these Usage Terms, these Pricelock Connect Terms of Use, Connect Do's and Don'ts, Privacy Policy and the Website Terms of Use shall take precedence, in that order, in the event of a conflict, to the extent of the conflict. These Usage Terms shall be governed by the laws of the State of California, without regard to conflicts of laws provisions thereof, and you submit to the exclusive jurisdiction of the state and federal courts located in San Mateo, California, and waive any and all objections to the jurisdiction thereof or to venue therein. If any provision of these Usage Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. No delay or omission by us to exercise any right or power we have under the Usage Terms will be construed as a waiver of such right or power. These Usage Terms set forth the entire understanding and agreement between you and Pricelock with respect to the subject matter hereof. Pricelock shall have the right to assign the Usage Terms to an affiliate or a purchaser of substantially all the assets of the party. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control. In using or accessing the Pricelock Connect Service, you agree to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of our services. You further agree that you will not violate laws with respect to export or re-export: (a) into any U.S. embargoed country or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Copyright Notice. If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been violated, please provide our Agent at "Copyright Agent, Pricelock, Inc., 101 Redwood Shores Parkway, Suite 100, Redwood City, CA 94065" with a Notice, which shall include each of the following: a) identification of the copyrighted work you claim has been infringed; b) identification of the material on the Web Site that you claim is infringing, with enough detail so that we may locate it; c) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; d) a statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; e) your address, telephone number, and email address; and f) your physical or electronic signature.

Amendments. From time to time, in our sole discretion, we may change the terms of our Pricelock Connect Service Terms of Use, Connect Do's and Don'ts or these Usage Terms. We will notify you of any changes by posting the amended terms on our website at [https://www.pricelock.com/main/termsOfUse], [https://www.pricelock.com/connect/main/doAndDont] or [https://www.pricelock.com/connect/main/privacyPolicy], as applicable, and updating the "Updated" date on the affected document. By continuing to access or use the Pricelock Connect Service after we have provided you with such notice of a change as stated herein, you are indicating that you accept the changes and agree to be bound by the modified terms, except that changes required by law are effective immediately. If the modified terms are not acceptable to you, please do not use the Pricelock Connect Service.

Standard Marketplace Usage and Fee Agreement

This Pricelock Marketplace Usage and Fee Agreement ("Agreement" or "Terms of Use") governs your use of the Web Site and Pricelock Marketplace's Services. Your use of the Web Site, including the listing of any Bid Request or submission of any Bid, constitutes your acceptance of, and agreement to be bound by this Agreement.

The Web Site is an independent venue for Buyers and Suppliers to exchange information regarding Energy Product procurement transactions. Pricelock Marketplace does not endorse or guarantee any particular Buyer or Supplier or any particular transaction. The process, rules and fees for participating in a Live Auction or a Sealed Bid Auction (the "Auction Rules") are described on the Web Site. By listing any Bid Request or submitting any Bid, you are agreeing to follow the Auction Rules, the applicable process for that Live Auction or Sealed Bid Auction and paying any applicable fee. The Auction Rules may differ from one Live Auction or Sealed Bid Auction to the next, and they may be changed at any time by posting the amended Auction Rules on the Web Site. The Auction Rules will be effective as of the date of publication. Pricelock Marketplace may add, delete or modify the Services in its sole discretion, at any time.

1. DEFINITIONS

As used in these Terms of Use, the words "you" and "your" refer to you as a Subscriber and the following terms (when capitalized) have the following meanings:

Bid means (i) in the case of a reverse auction, a Supplier's good faith, non-binding offer to a Buyer to sell, at a certain price and in accordance with the Specifications of the Bid Request in response to which such offer is submitted, Energy Product specified in such Bid Request; or (ii) in the case of a forward auction, a Buyer's good faith, non-binding offer to a Supplier to buy, at a certain price and in accordance with the Specification of the Bid Request in response to which such offer is submitted, Energy Product specified in such Bid Request.

Bid Request means an invitation to Participants issued by or on behalf of the Host to bid through Pricelock Marketplace's Live Auction or Sealed Bid Auction.

Buyer means a business or governmental entity or authorized representative of such entity that utilizes the Web Site to purchase Energy Product from a Supplier.

Energy Product means any motor, marine or aviation fuel, lubricants, biofuel, natural gas, coal, electricity or similar energy product, or any product or service to support the delivery, storage or utilization of such energy product, solicited by Buyers or offered by Suppliers on the Web Site, as more particularly specified in the applicable Bid Request.

Host means the Supplier in a forward auction and the Buyer in a reverse auction and is the party making a Bid Request.

Host Fee means, where applicable and agreed to in writing by the Host, a fee for Services that is payable to Pricelock Marketplace by a Host upon its selection of a Selected Participant.

Live Auction means a web-based auction process that allows Hosts to solicit and collect Bids from Participants for Energy Products in real-time by posting requirements and receiving incremental Bids from Participants.

Participant means the Buyer in a forward auction and the Supplier in a reverse auction and is the party making a Bid in response to a Bid Request.

Participant Fee means a fee, where applicable, for Services that is payable to Pricelock Marketplace by a Selected Participant upon its selection by a Host.

Pricelock Marketplace means Pricelock Marketplace Inc., together with its affiliates and its and their respective officers, directors, managers, employees, agents, representatives, successors, and assigns.

Pricelock Marketplace Fees means fees applied by Pricelock Marketplace, as set forth in the bid request, and such additional fees as may be adopted from time to time by Pricelock Marketplace in accordance with these Terms of Use.

Registration Information includes company or governmental authority names, addresses, phone numbers, e-mail addresses and any other information required to become a Subscriber.

Sealed Bid Auction means a web-based bidding process that allows Hosts to solicit and collect Bids from Participants for Energy Products in a process by which Participants present a best and final offer in a manner in which Bids are collected over a period of time and presented to the Host only following the closing of the Sealed Bid Auction, when all Bids are presented to the Host simultaneously.

Selected Participant means the Participant that submits, in response to a Bid Request, the Bid that is selected by the Host in the applicable Live Auction or Sealed Bid Auction. There can be more than one Participant selected (e.g., Participants may be ranked by price and top three may get selected).

Specifications means all requirements of a Bid Request, including all requirements applicable to the Participants, to the Bid, and to the solicited transaction.

Supplier means a business or governmental entity or authorized representative or agent of such entity that utilizes the Web Site to sell Energy Products to Buyers.

Services means the Pricelock Marketplace online procurement facilitation services, including Live Auction or Sealed Bid Auction services and all associated activities of Pricelock Marketplace, conducted through the Web Site.

Web Site means the web site at www.pricelock.com/marketplace

2. REGISTRATION AND LICENSE

2.1. Eligibility and Registration. The Services are available only to Buyers and Suppliers who have registered on the Web Site and who have entered into an Agreement with Pricelock Marketplace. Pricelock Marketplace may refuse the Services to any person or any entity at any time, in Pricelock Marketplace's sole discretion. Subscribers must provide current, complete and accurate Registration Information, and update the Registration Information as required to ensure its completeness and accuracy.

2.2. Limited License. Once you have registered and executed this Agreement, Pricelock Marketplace hereby grants you a revocable, nontransferable, nonexclusive license to use the Services solely for your internal use exclusively on the Web Site. Without limiting the foregoing or expanding any of your rights hereunder, you agree that you will not republish, reproduce, or distribute any of the information or make any use of the information in a manner that would circumvent the Web Site, or allow a third party to have access to the information or to the Services, except as required by applicable law.

2.3. Compliance. We may immediately issue a warning, temporarily suspend, or terminate your use and/or access to the Web Site or the Services, and any of your current listings, Bid Requests or Bids, and any other information you place on the Web Site if you violate this Agreement or any applicable Auction Rules or if we are unable to verify or authenticate any information you provide to Pricelock Marketplace.

3. HOST'S AND PARTICIPANT'S REPRESENTATIONS

By listing any Bid Request, a Host certifies: (i) that it has the required power and authority to solicit and select Bids with respect to such Bid Request; and (ii) that it has the current intent to complete the Live Auction or Sealed Bid Auction and to enter into a transaction for an Energy Product with a bidding Participant; and (iii) that it will comply with all applicable Auction Rules and pricing. By participating in response to an Bid Request, a Participant certifies: (i) that it has the required power and authority to submit Bids with respect to an Bid Request; (ii) that it has the current intent and the capability to fulfill any transaction entered into; and (iii) that it will comply with all applicable Auction Rules and pricing..

4. EFFECT OF BID SELECTION

In the event that the Host awards a Bid (by selecting the Bid at the conclusion of the Live Auction or Sealed Bid Auction), the Host will receive the Selected Participant's contact information, and the Selected Participant will receive the Host's contact information, in each case as such contact information was provided to Pricelock Marketplace. Following selection, it is the sole responsibility for either the Host or the Selected Participant to contact the other with regard to proceeding with the transaction that was the subject of the Bid Request. Selection of a Bid does not constitute or create a contractual relationship between a Host and Selected Participant or any legal obligation of either the Host or the Selected Participant to complete the transaction that was the subject of the Bid Request.

5. PRICELOCK MARKETPLACE FEES

5.1 General. For each Bid Request, a fee will be payable to Pricelock Marketplace for the use of the Pricelock Marketplace platform. For each Live Auction or Sealed Bid Auction, the Host, in conjunction with Pricelock, will determine whether there will be a Participant Fee or a Host Fee for such auction, and the parameters of the specific fee for that Live Auction or Sealed Bid Auction will be agreed upon between the Host and Pricelock and will be set forth in the Bid Request (or otherwise in writing). The Bid Request will be posted by Pricelock, and all Participants will be made aware of the pricing via the Bid Request prior to such auction.

5.2. Payment of Fees Set Forth in Bid Request.

a. Where Host has Designated a Participant Fee.For each Live Auction or Sealed Bid Auction where a Participant Fee applies, each Participant who submits a Bid in response to a Bid Request agrees that, by submitting such Bid, if such Participant becomes the Selected Participant for such Bid Request, such Selected Participant will pay to Pricelock Marketplace the Participant Fee determined as set forth in the Bid Request. The Participant Fee will be due and payable upon Host's selection of such Participant's Bid, and will be paid by the Participant in accordance with the payment terms described below.

If a Participant submits a Bid but does not become the Selected Participant for that Bid Request, no Participant Fee is payable by that Participant to Pricelock Marketplace for that Bid.

The Participant Fee payable upon selection of a Bid will be prominently displayed on the Web Site where the Bid Request is posted. The Participant Fee is subject to change in advance of a Live Auction or Sealed Bid Auction, but will be prominently displayed prior to the auction and will not be changed during such Live Auction or Sealed Bid Auction.

b. Where Host has Designated a Host Fee. For each Live Auction or Sealed Bid Auction where a Host Fee has been designated and agreed to by the Host, Host agrees that such Host Fee, if applicable, will be due and payable upon Host's selection of a Bid, and will be paid by Host in accordance with the payment terms described below.

5.3. Agreements as to Fee Shifting. A Host and Selected Participant may agree between themselves to shift the obligation pay all or any portion of the applicable fees. No such agreement between the Host and the Selected Participant will alter their respective fee obligation to Pricelock Marketplace, as set forth in the Bid Request, in the event that any such fees are not paid to Pricelock Marketplace when due.

5.4. Manner and Timing of Payment. Payment of all Pricelock Marketplace Fees shall be made by check, ACH or wire transfer. All Pricelock Marketplace Fee are payable in U.S. Dollars.

For payments to be made by a Subscriber by ACH, such Subscriber shall provide to Pricelock Marketplace all written authorization as Pricelock Marketplace may require from time to time to permit Pricelock Marketplace to process such payments. Subject to receipt of such authorization, Pricelock Marketplace shall be authorized to process such payments immediately upon such time that such Pricelock Marketplace Fees become payable to Pricelock Marketplace.

Pricelock Marketplace shall otherwise deliver to the Subscriber an invoice for any and all Pricelock Marketplace Fees payable to Pricelock Marketplace from time to time. Unless otherwise agreed by Pricelock Marketplace, payment of each Pricelock Marketplace invoice shall be within thirty (30) days following the date of such invoice. Subscribers that require an internal purchase order number or other tracking number(s) to be included on their Pricelock Marketplace invoice in order to make payments to Pricelock Marketplace must submit such number(s) to Pricelock Marketplace no later than three (3) business days following the date upon which any Pricelock Marketplace Fees become payable. Under no circumstances shall the lack of receipt by Pricelock Marketplace of such number(s) permit or excuse any delay in payment to Pricelock Marketplace of any Pricelock Marketplace Fees.

5.5. Late Payments. Payments not received by Pricelock Marketplace on or prior to the applicable payment due date are subject to interest penalties in the amount of one and one-half percent (1.5%) per month.


If any Subscriber has not remitted all Pricelock Marketplace Fees by the date due for payment, Pricelock Marketplace may take any or all of the following actions: continue to accrue interest on all outstanding Pricelock Marketplace Fee amounts, revoke the Subscriber's Web Site license, refer the Subscriber's account to Pricelock Marketplace's collection agency, submit to the Better Business Bureau and any applicable trade or industry associations a formal complaint regarding the Subscriber's delinquent payment, and take any other lawful action to obtain payment of outstanding Pricelock Marketplace Fees.

5.6. Avoidance of Fees. Pricelock Marketplace is an independent venue for serious Buyers and Suppliers to compete electronic procurements through Live Auctions and Sealed Bid Auctions. Buyers and Suppliers shall not attempt to misappropriate information for purposes of circumventing the bid process in order to defraud Pricelock Marketplace, avoid payment of Pricelock Marketplace Fees, or otherwise contravene, hinder, avoid or interfere with the competitive process. By agreeing to these Terms of Use, Buyers and Suppliers acknowledge the importance of utilizing Pricelock Marketplace exclusively to complete each Live Auction or Sealed Bid Auction initiated on the Web Site and agree that, once a Live Auction or Sealed Bid Auction with regard to an Bid Request is initiated on the Web Site, they shall utilize Pricelock Marketplace exclusively for the solicitation and submission of bids with respect to the transaction that is the subject of such Bid Request, until such time that the Selected Participant is chosen or the Host determines not to pursue such transaction.

6. YOUR INFORMATION

6.1. General. With respect to the information you supply to Pricelock Marketplace or post to the Web Site, you agree that Pricelock Marketplace acts only as a passive conduit for your online publication of your information, and you remain solely responsible for your information. However, Pricelock Marketplace also reserves the right to take any action with respect to such information that we deem necessary or appropriate in our sole discretion, including, without limitation, deleting, restricting or suspending access to such information, at our sole discretion, for any reason whatsoever.

6.2. Representations. You warrant and represent that information you supply to Pricelock Marketplace or post to the Web Site through the Services: (a) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation; (c) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) shall not knowingly contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) shall not link directly to any other Web Site; (f) shall not be fraudulent; (g) shall not otherwise cause Pricelock Marketplace to violate any applicable law or regulation; and (h) your participation in any Live Auction or Sealed Bid Auction is voluntary and done with the current intention of completing the Live Auction or Sealed Bid Auction and, if selected, consummating the Energy Product purchase transaction.

6.3. Grant of Rights. With respect to the information you supply to Pricelock Marketplace or post to the Web Site, you hereby grant Pricelock Marketplace a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right to use the information in connection with the Services and the Web Site and at all times, subject to these Terms of Use.

6.4. Use of Logo. You agree that Pricelock Marketplace may reference and use your logo and name in its marketing collateral, website, and marketing programs undertaken in connection with this Agreement and hereby provides Pricelock Marketplace a worldwide non-exclusive license to do so during the term of this Agreement. In addition, Pricelock Marketplace agrees that you may use the Pricelock and Pricelock Marketplace logo and name and refer to the Services and Web Site as part of your marketing and public relations efforts and hereby provides you a worldwide non-exclusive license to do so during the term of this Agreement.

7. THIRD PARTY INFORMATION

7.1. User Feedback. Pricelock Marketplace does not undertake to review, rate, or provide information concerning performance of any Buyer or Supplier or regarding disputes between any Buyer and Supplier. Pricelock Marketplace may from time to time provide Buyers and Suppliers the opportunity to post feedback on the Web Site concerning their experience with Suppliers or Buyers following selection through a Live Auction or Sealed Bid Auction. Any such posting must be strictly in accordance with the applicable policies of Pricelock Marketplace then in effect. Any such postings are the sole responsibility of the Buyer or Supplier submitting such information, and Pricelock Marketplace is not responsible for the content or accuracy of such information. However, Pricelock Marketplace reserves the right to remove any such information, upon request or otherwise, that fails to comply with any policies of Pricelock Marketplace then in effect regarding substantiation, professionalism, or any other criteria.

7.2. Information and Profiles. A Bid Request or a Bid may contain information about the Host posting such Bid Request or the Participant submitting such Bid. In addition, Pricelock Marketplace may from time to time provide Buyers and/or Suppliers the opportunity to post information about themselves on the Web Site, though profile pages or otherwise, that would be viewable by Buyers and/or Suppliers. All information regarding a Buyer or a Supplier that is submitted by such Buyer or Supplier is the sole responsibility of such Buyer or Supplier, and Pricelock Marketplace is not responsible for the content or accuracy of such information.

8. USE OF WEB SITE

8.1. General. We do not guarantee continuous, uninterrupted or secure access to our Services, and operation of the Web Site may be interfered with by numerous factors outside of our control. You understand and agree that your use of Internet browser navigation buttons, including the 'Back', 'Forward' or 'Refresh' buttons, is at your sole risk and may cause session timeout, errors or data loss when using the Web Site.

8.2. Intellectual Property. The Web Site, its content, and all intellectual property rights included therein (including but not limited to copyrights, trademarks and service marks) are privately owned or licensed and all right, title and interest therein shall remain the property of the owners, licensors, their licensees, successors and assigns thereof. You agree that you will not remove any copyright, trademark or other intellectual property or any proprietary notice or legend contained on the Web Site or its content.

8.3. Third Party Content and Links. The Web Site may contain news and information published by various third party providers. The terms and conditions of the respective third parties are incorporated herein by reference and are part of these Terms of Use. The Web Site may contain links to third party web sites not under the control or operation of Pricelock Marketplace. Pricelock Marketplace provides links only as a convenience and does not endorse and is not responsible for the contents of any linked site or any site linked to from a linked site. You agree not to provide any link to or from any page on the Web Site without the express written permission of Pricelock Marketplace.

8.4. System and Business Integrity. You agree not to use any device, software or routine or otherwise take any action to interfere or attempt to interfere with the proper working of the Web Site, any listing being conducted on the Web Site, or our Services. You agree not to take any action that imposes an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with our business operations. You agree not to take any action that disrupts, harms, or otherwise interferes with Pricelock Marketplace's business relationships. You may not disclose or share your password to or with any third parties or use your password for any unauthorized purpose.

8.5. Compliance with Laws. You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Services and your listing of any Bid Request and submission of any Bid, including any laws that would apply to your performance of any transaction ultimately consummated. You acknowledge that, in some circumstances, failure to provide full, accurate, and complete information as required by the Bid Request may subject you to penalty for making false statements, as prescribed by applicable law.

9. LIMITATIONS AND INDEMNIFICATION

9.1. Scope of Relationship. The Web Site provides an independent venue to match Hosts desiring to post Bid Requests for Energy Product and for Participants desiring to post Bids in response to Bid Requests. Pricelock Marketplace is not an agent or representative of, and does not endorse or recommend, any Buyer or any Supplier. Pricelock Marketplace has no control over the quality, safety or legality of the Energy Product offered and sold, the accuracy of any related content, the ability or intent of Suppliers to sell Energy Product, or the ability or intent of Buyers to buy Energy Product. Pricelock Marketplace does not guarantee nor does it control whether any Supplier will complete the sale of Energy Product it offers or whether any Buyer will complete the purchase of Energy Product for which it has requested or made Bids.

Subsequent to the selection of a Bid by a Host, any and all matters relating to the negotiation and performance or non-performance of any transaction that was the subject of such Bid must be handled directly by the Host and Selected Participant, and independently from Pricelock Marketplace.

9.2. Release from Certain Claims. Because Pricelock Marketplace does not and cannot control the actions of users of the Web Site, in the event that you have a dispute with one or more users, you agree to release Pricelock Marketplace from any and all claims, demands and damages (actual, consequential and punitive) 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. You also agree to waive the provisions of any state law limiting or prohibiting a general release.

9.3. DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF THE WEB SITE AND SERVICES ARE ENTIRELY AT YOUR OWN RISK. THE WEB SITE AND SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PRICELOCK MARKETPLACE HERBEY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, OR CONTENT OF THE WEB SITE, ANY INFORMATION, OR ANY SERVICES; (B) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (C) ANY WARRANTIES CONCERNING PERFORMANCE BY ANY SUBSCRIBER, INCLUDING THE ABILITY OR WILLINGNESS OF A SUBSCRIBER TO ENTER INTO ANY TRANSACTION OR AGREEMENT FOR, PROVIDE OR DELIVER, OR PAY FOR ANY ENERGY PRODUCT; AND (D) ANY ENERGY PRODUCT OR OTHER GOODS OR SERVICES PURCHASED OR SOLD OR INTENDED TO BE PURCHASED OR SOLD AS A RESULT OF OR IN CONNECTION WITH THE SERVICES.

9.4. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL PRICELOCK MARKETPLACE BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST GOODWILL, OR COSTS OF PROCUREMENT OF SUBSTITUTE ENERGY PRODUCT). IN NO EVENT WILL PRICELOCK MARKETPLACE'S LIABILITY FOR ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES OR YOUR USE THEREOF, HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNTS RECEIVED BY PRICELOCK MARKETPLACE FROM YOU AS A RESULT OF TRANSACTIONS WHICH ARE DIRECTLY RELATED TO THE SUBJECT MATTER OF SUCH ACTION. ALTERNATIVELY, IF THE SUBJECT MATTER OF SUCH ACTION IS NOT DIRECTLY RELATED TO ACTIVITIES THAT RESULT IN PAYMENT BY YOU TO PRICELOCK MARKETPLACE, PRICELOCK MARKETPLACE'S LIABILITY WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THESE LIMITS ON PRICELOCK MARKETPLACE'S LIABILITY WILL APPLY REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

9.5. Indemnification. You shall indemnify, defend, and hold harmless Pricelock Marketplace, its affiliates, and its and their respective officers, directors, managers, employees, agents, representatives, successors, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) arising out of or relating to any claim or action based upon your breach of these Terms of Use or your sale, delivery, purchase or use of any Energy Product.

10. NOTICES

Except as explicitly stated otherwise, any notices shall be sent via e-mail to Marketplace@pricelock.com (in the case of Pricelock Marketplace) or to the e-mail address you provide to Pricelock Marketplace during the registration process (in your case). Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Pricelock Marketplace during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

11. GOVERNING LAW; JURISDICTION; DISPUTES

11.1 Governing Law. These Terms of Use shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents.

11.2 Jurisdiction and Venue. Each party herby submits to the exclusive jurisdiction of the courts of the State of California and the United States District Court located in San Francisco, California, and waives any and all objections to the jurisdiction thereof or to venue therein.

11.3 Mandatory Arbitration. With the exception of claims by Pricelock Marketplace against any Subscriber for non-payment of Pricelock Marketplace Fees or for tortious conduct, which claims may be pursued through any legal means, any controversy or claim between Pricelock Marketplace and you, arising out of or relating to these Terms of Use, shall be settled through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Pricelock Marketplace may seek any interim or preliminary injunctive relief from a federal or state court of competent jurisdiction in the State of California necessary to protect any rights pending the completion of arbitration.

12. GENERAL

12.1 You and Pricelock Marketplace are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use, together with Pricelock Marketplace's Privacy Policy, set forth the entire understanding and agreement between you and Pricelock Marketplace with respect to the subject matter hereof.

12.2 You understand that Pricelock Marketplace, Inc. may change any of the Terms of Use and/or eliminate any term or condition at any time, including, but not limited to, terms related to fees charged by Pricelock Marketplace. Pricelock Marketplace, Inc. reserves the right, but does not intend to follow it as a matter of course, to notify you of modifications to the Terms of Use by e-mailing or physically mailing a notice of new Terms of Use to you. You understand that the normal method of notifying you of modifications to the Terms of Use will be to post the information on the website http://www.pricelock.com/marketplace. You also agree that Pricelock Marketplace, Inc. may change the method and manner by which it provides services at any time and that it is not obliged to provide you with notice of the change.