Restrictions on Use

Terms of Service

Last Modified August 1, 2007

Introduction

This website, www.buyersedge.com (the “Site”), is owned and operated by BE Comparison Corp., a Delaware corporation and its affiliated companies worldwide (“BECC” or “we”). BECC provides its Service (as defined below) to you subject to the following Terms of Service (the “Terms”). By using the Site, you agree to be bound by the Terms. BECC may, in its sole discretion, modify the Terms without notice to you. Therefore, please continue to review the Terms when using the Site. The “Last Modified” date at the top of the Terms will indicate when the latest changes were made. By continuing to access and use the Site after the Terms have been modified, you are agreeing to such modifications. In addition, when using particular services or features on the Site, you shall be subject to any posted guidelines or rules applicable to such services or features that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms.

Description of Service

The Site allows consumers to research product reviews and merchant information, review and create message-board postings with respect to, obtain merchant information for, as well as compare prices of (collectively, “Research Services”), certain computers, electronics, photography, home and garden, jewelry, apparel, health and beauty products, toys and other products featured on the Site (collectively, “Products”), sold by, and on the web-sites of, third-party merchants (“Merchants”). In addition, the Site allows Merchants to create, or request the creation of, listings of their Products on the Site (“Listing Services”). The Site, any software used to operate the Site, the Research Services, the Listing Services, and all other content, services, features and Product information that BECC offers to users on the Site may be referred to herein collectively as the “Service”. Unless explicitly stated otherwise, any new features that augment or enhance the Service in the future shall be considered part of the Service and subject to the Terms.

Purchasing of Listing Services

If you are a Merchant and would like to purchase Listing Services, your purchase will be subject to the terms and conditions of our Merchant Agreement. Please review our Merchant Agreement before making any such purchase. By submitting payment information in connection with any such purchase, you agree to be bound by the terms of our Merchant Agreement. Our Merchant Agreement is hereby incorporated by reference into the Terms.

Registration

You may be required to register for an account on the Site in order to take advantage of certain features of the Site, such as Research Services (including, without limitation, using our message boards and other communications services now existing or as may be developed or otherwise made available from time to time) or Listing Services. If you choose to register on the Site or if you otherwise provide information on the Site, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form or other area of the Site, and (b) as permitted, maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information to BECC that is false, inaccurate, outdated or incomplete, or BECC has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, BECC has the right to suspend or terminate your account and prohibit any and all current or future use of the Service (or any component thereof).

Any registration or other information you provide to BECC is subject to our Privacy Policy. For more information, see our full Privacy Policy. Our Privacy Policy is hereby incorporated into the Terms by this reference.

Member Account and Password

If you choose to register for an account with BECC, whether as a consumer or as a Merchant, you will create a username and password while completing the Site’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account (including, without limitation, any message board postings submitted through or by your account). You agree to (a) immediately notify BECC of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. BECC (and its affiliated companies) cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Materials on the Site, Proprietary Use

You acknowledge that all materials on the Site, including, but not limited to, design, graphics, text, pictures, software and other files and the selection and arrangement thereof (the “Materials”), are subject to and protected under copyright, trademark and/or other intellectual property laws and rights. All copyrighted and copyrightable Materials are owned by BECC, its suppliers or licensors, and/or Merchants, all rights reserved. Except as expressly authorized by the Terms or elsewhere on the Site, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit or otherwise use any of the Materials in any form or by any means, without the prior written permission of BECC or the applicable copyright owner. BECC authorizes you to view and download the Materials only for your use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. You may not modify or adapt the Materials in any way or otherwise use them for any public purposes.

The trademarks, service marks, trade names, trade dress and logos (collectively, “Marks”) contained or described on the Site (including, without limitation, “Buyer’s Edge”, “BuyersEdge.com”, and any Marks associated with any Products) are the sole property of BECC, its suppliers licensors, or Merchants, and may not be copied, imitated or otherwise used, in whole or in part, without the prior written permission of BECC, its suppliers, licensors or Merchants. In addition, all page headers, custom graphics, button icons and scripts are Marks of BECC and may not be copied, imitated or otherwise used, in whole or in part, without the prior written permission of BECC. BECC will enforce its intellectual property rights to the fullest extent of the law.

Submissions

In the event that we provide users with any venues to submit opinions, information, ideas, suggestions, concepts or other material (collectively, “Submissions”) on the Site (collectively, “Venues”, and including, but not limited to, bulletin boards, message boards, chat rooms, blogs, surveys or invitations to e-mail BECC with questions or comments) any such Submissions must be original with you (or in the public domain) and be accurate and current. You may not submit any Submission that is unlawful, harmful, harassing, threatening, abusive, hateful, libelous, defamatory, obscene, pornographic, profane, vulgar, indecent, sexually explicit or otherwise objectionable, or that would constitute a criminal offense, give rise to civil liability, violate any third party’s rights of privacy or publicity or otherwise violate any applicable law or right. You may not submit any Submission that is protected by copyright, patent, or other proprietary rights without obtaining permission of the owner of such rights. The Venues shall not be used for any commercial purposes. You will not submit any Submission to solicit funds or to promote, advertise, or solicit the sale of any goods or services.

Any Submissions submitted by you to the Site through the Venues or otherwise will be deemed non-proprietary and non-confidential, and may be used by BECC without restriction. Without limiting the foregoing, by offering any Submissions through the Site, you grant to BECC the worldwide, perpetual, royalty-free, irrevocable, nonexclusive right and license to reproduce, modify, edit, publish, display, perform, adapt, distribute, sublicense and otherwise use and exploit such Submissions (and any and all proprietary rights therein that you may have) in any and all forms and media, now or hereafter discovered, without compensation or attribution to you.

You are solely responsible for any Submission you post or otherwise disseminate on or through the Service. We have no responsibility or control over the content, frequency or any other aspect of Submissions by our users, and we cannot be held liable for any such Submissions. We have the right, but not the obligation, in our sole discretion, to pre-screen, refuse, edit, move or remove any Submission in any Venue. We are not responsible for screening, monitoring or verifying any Submissions (subject to the “Copyrights and Copyright Agent” paragraph below), although we reserve the right to do so. Any opinions, statements or other material expressed, posted or otherwise disseminated on or through the Service by visitors, account holders or third parties are those of such parties and not of BECC. BECC does not endorse any such opinion, statement or other material.

Links and Third Party Content

Links on the Site to third-party websites, whether to those of Merchants or otherwise, are provided only as a convenience to you. If you use these links, you will leave the Site. BECC does not control or endorse any such third-party websites. You agree that neither BECC nor any of its affiliated companies will be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. You will use these links at your own risk.

Without limiting the foregoing, your correspondence or business dealings with, or participation in promotions of, Merchants found on or through the use of the Service, including payment for and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Merchant. You agree that neither BECC nor its affiliated companies shall be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such Merchants on the Service.

News and Information; Financial Matters; Consumer Information

You agree that you must evaluate, and bear all risks associated with, the use of any headlines, excerpts, summaries, reviews, article, news and/or other information provided through the Service (collectively, “Information”). Therefore, you acknowledge and agree that neither BECC nor its affiliated companies are responsible or liable, directly or indirectly, for (i) any Information provided by the Service, (ii) any decision by BECC to include any Information in, or exclude any Information from, the Service, (iii) any summarizing or editing of Information by BECC, or (iv) any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such Information, including, without limitation, the accuracy, completeness, availability or usefulness thereof. BECC does not independently verify any Information obtained or derived from third party sources.

In addition, with respect to any Information provided by or through the Service regarding Merchants and Products, you understand that any such Information is provided by or through the Service on a “let the buyer beware” basis, meaning you assume all risk for any purchases from, or other dealings with, Merchants you make based on such Information.

Affiliations

You expressly understand and agree that:

Neither BECC, nor any of its affiliates, nor the Site, own or operate, or are in any way affiliated with, (i) the web-sites www.buyersedgeinc.com or http://www.unitedmarket.com/UnitedMarketingGroup/index.aspx?ID=3&parent_ID=10 (the “Similarly-Named Sites”) or (ii) the persons or entities who own or operate the Similarly-Named Sites.

BECC may be affiliated with some of the Merchants who participate in the Service; however, BECC is not responsible for the listings of, content posted by, or Products of, such Merchants, or your dealings with such Merchants.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, BECC, ITS AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “BECC PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, THE BECC PARTIES MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE BECC PARTIES OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitation of Liability

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NONE OF THE BECC PARTIES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BECC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (v) ANY PERCEIVED AFFILIATION OR ASSOCIATION OF THE SITE OR BECC WITH ANY OF THE SIMILARLY-NAMED SITES, OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE.

If you are dissatisfied with any BECC material, or with any of BECC’s terms and conditions, your sole and exclusive remedy is to discontinue using the Site and the Service.

Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Intended Audience

Unless otherwise specified, the Materials are presented solely for the purpose of promoting products available in the United States and its territories and possessions. BECC controls and operates the Site from its offices located in the State of New Jersey in the United States of America. BECC makes no representation that Materials contained on the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Copyrights and Copyright Agent

BECC respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied on the Service in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide a written notice to BECC’s Copyright Agent (at the address set forth below) that contains all of the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

3. a description of where the material that you claim is infringing is located on the site;

4. your address, telephone number, and email address;

5. 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;

6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

BECC’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

By email: copyright@accoona.com

If you fail to provide all of the information requested above, then except as required by law, BECC shall have no obligation to respond to your notice. If you knowingly misrepresent that material on the Service is infringing, BECC may pursue any remedies against you that are available to BECC under law.

Termination

BECC reserves the right, without notice and at its sole discretion, to suspend or terminate the Terms and/or your ability to access or use the Service, and to block or prevent future access to and use of the Service for any reason, including your breach of the Terms or other conduct by you that BECC considers inappropriate. BECC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that neither BECC nor any of its parent or subsidiary companies shall be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Dealings with Merchants

Your correspondence or business dealings with, or participation in promotions of, Merchants found on or through the use of the Service, including payment for and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Merchant. You agree that neither BECC nor its affiliated companies shall be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such Merchants on the Service.

Governing Law

The Terms shall be exclusively governed by and construed in accordance with the laws of the State of New York within the United States of America, without giving effect to any principles of conflicts of law. If any provision of the Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. BECC makes no representation that the Terms comply with the laws of any other country. Visitors who use the Service and reside outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Contacting Us

If you have any comments or questions regarding these Terms of Service, or wish to report any violation of these Terms of Service, please contact us at support@buyersedge.com. We will address any issue to the best of our abilities as soon as possible.