TERMS OF USE AGREEMENT

PLEASE READ THE FOLLOWING USER AGREEMENT CAREFULLY BEFORE USING THIS WEB SITE.

This user agreement (the “User Agreement”) between you (“You”) and Fashion Quarters (the “Company”), governs Your use of the Website fashionquarters.com (the “Site”), or any Web page operated by the Company. By using this Site, accessing any of the Company’s Web pages, or otherwise using any services provided by the Company, You represent and warrant to the Company that You have the requisite capacity to enter in to this User Agreement and You agree to the terms of this User Agreement as set forth below. If You do not agree to the terms of this User Agreement, You may not use this Site, access any of the Company’s Web pages or use any other services provided by the Company. The Company reserves the right, at any time and without notice, to modify, alter, or update the User Agreement, and You agree to be bound by such modifications, alterations, or updates, whether or not You are aware of them.

1. COPYRIGHT AND TRADEMARK NOTICES
All content included or available on this Site, including but not limited to code, scripts, images, forms, borders, text, graphics, video clips, animations, fonts, applications, audio clips, button icons, computer software, interfaces, Site design elements, and the selection and arrangements thereof, in any format whatsoever (collectively the “Materials”) are the property of the Company and/or third parties and are protected by U.S. and international copyright laws. The Company grants You permission to electronically copy and to print portions of this Site solely for Your own informational purposes as a consumer. Any other use of the Materials on this Site, including but not limited to reproduction for purposes other than those noted above, modification, distribution, transmission, removal, deletion, addition, performance, display or republication, any form of data extraction or data mining, or other commercial exploitation of any kind, without the prior written consent of an authorized officer of the Company is strictly prohibited. You understand and agree that neither this User Agreement nor any conduct of the Company implies any license to use any of the Materials contained on this Site, whether or not such Materials are owned by the Company. You further agree that You will not use any robot, spider, other automatic device, or manual process to monitor or copy this Site, its Web pages or the content contained therein without prior written consent of an authorized officer of the Company.

FASHION QUARTERS is a trademark of the Company, subject to U.S. and international trademark laws. The Company’s service marks/trademarks may not be used in connection with any product or service that is not provided by the Company, in any manner that is likely to cause confusion among consumers, or in any manner that blurs the distinctiveness or tarnishes the image of other service marks or trademarks. Except as expressly authorized in writing, the use or misuse of any trademarks, service marks, trade names, logos or other intellectual property or content from this Site is strictly prohibited.

The Company respects all copyrights and intends on responding when notified of the infringement of such rights. Therefore, and in compliance with 17 U.S.C. § 512, if You believe that any Materials on this site infringe Your intellectual property rights, please contact the following agent to request a review of the alleged infringement:

Attn: [TO BE INSERTED BY CLIENT, name, address, email]

2. DISCLAIMER OF WARRANTIES
The Company disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material on the site. The Company disclaims any responsibility for any harm resulting from downloading or accessing any information or material from sites linked to this Site. The Company disclaims any responsibility for any service outages that are caused by maintenance on the Company’s servers or the technology that underlies this Site, failures of the Company’s service providers (including telecommunications, hosting and power providers) computer viruses, natural disasters or other destruction or damage of the Company’s facilities, an act of nature, war, civil disturbance or other cause beyond the reasonable control of the Company.

The company does not warrant that this Site, any web site linked to this Site, or the web sites of the company’s partners, affiliates, suppliers or vendors will be uninterrupted or error-free. [In addition, the company MAKES NO REPRESENTATIONS OR warranty as to the content on this Site or on any site linked to this Site, or as to the quality of the PRODUCTS or services sold through this site. The company’s Site, its content and the PRODUCTS and services sold through the site are sold and/or Provided to You on an “as is,” and “as available” basis. {Probably} Unnecessary if You are not selling anything] Any material that You download or otherwise obtain through this Site 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 Your download of any such material. Neither the company nor any of its partners, affiliates, agents, suppliers or vendors makes any warranty that (i) this Site will meet Your requirements, (ii) this Site will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of this Site will be accurate or reliable, (iv) the quality or integrity of any products, services, information, or other material that You purchase or obtain through this site will (a) meet Your expectations (b) be of merchantable quality or (c) be fit for the particular purpose in which You intend to use such products, services or information (v) this Site, its servers, and any web Sites linked to this site are free of viruses or other harmful components, and (vi) any errors will be corrected. Neither the company nor any of its partners, affiliates, agents, suppliers or vendors makes any warranties of any kind, either express or implied, including, without limitation, warranties of title or non-infringement, or implied warranties of merchantability or fitness for a particular purpose, with respect to the company’s Site, [any content on the site or any of the PRODUCTS or services sold through the site Again, probably unnecessary.] You expressly agree that You will assume the entire risk as to the quality and performance of the site, [the PRODUCTS and services sold through the site,] and the accuracy or completeness of the site’s content. YOU UNDERSTAND AND AGREE THAT PRODUCTS DEPICTED IN IMAGES ON THIS SITE may appear larger or smaller ON YOUR COMPUTER MONITOR than their actual size, AND THAT OTHER CHARACTERISTICS OF such PRODUCTS (INCLUDING BUT NOT LIMITED TO COLOR OR SHAPE of such products) MAY NOT APPEAR ACCURATELY ON YOUR COMPUTER MONITOR.

[CLIENT TO CONFIRM THAT NO GOODS OR SERVICES ARE SOLD DIRECTLY THROUGH THE WEBSITE]

3. MARKETPLACE and RESOURCES sections of the Site
Access to the Site is provided to all users, including You, free of charge, including the use of the Site’s Marketplace and Resources sections. Company in its sole discretion, may terminate Your license to use the Website for any reason without prior notice to You. You acknowledge and agree that Company may immediately bar Your further access to the Site. Company will not be liable to You or any third party for any termination of Your access and/or use of the Site.

Posting Information on the Site
You must be a Registered User in order to post information on the Site. Basic requirements for posting are:

• All texts must be in English
• All prices must be in US dollars
• The sellers must be able to ship throughout the United States.

You are may not post on the Site anything regarding:

• Body parts & organs
• Copyrighted Materials (images & texts)
• Counterfeit Items (“replicas” or imitation of products)
• Fake Documents
• Illegal Goods and Services (anything that may violate civil or criminal laws of the U.S.)
• Personal Information about another individual
• Prescription Drugs
• Prostitution
• Currency Exchanges
• The same or very similar content several times (even in different categories)
• Miscategorization
• Meaningless title & description
• Free items and items with prices that are not "real"
• Pre-order items
• Tobacco and cigars for smoking
• Live animals

Removal of content by Company on the Site
Company reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject Company to liability, violates this Agreement or is otherwise found inappropriate in Company's opinion. In connection with any of the foregoing, Company may suspend or terminate the Account of any user as Company deems appropriate in its sole discretion.

Transactions between Buyers and Suppliers in the Site’s Marketplace
Through the Site, Company provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. Company does not represent the seller nor the buyer in specific transactions and does not charge any commissions from completing any transactions. As a result, Company does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.

You are hereby made aware that there may be risks of dealing with people acting under false pretences. Company uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. [CLIENT TO VERIFY] However, because user verification on the Internet is difficult, Company cannot and does not confirm each user's purported identity. We encourage You to use common sense, to evaluate with whom You are dealing.

Assumption of Risk-
You acknowledges that You are fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). You agree that Company shall not be liable or responsible for any damages that may arise a result of or in connection with any Transaction Risks.

LIMITATIONS ON LIABILITY
In no event shall the company, any of its partners, affiliates, PARENTS, SUBSIDIARIES, officers, directors, vendors, employees, suppliers, representatives, agents, successors or assigns (the “company parties” or “company party” as the case may be) be liable for any damages, including without limitation any direct, indirect, consequential, special, incidental, or punitive damages arising out of, based on, or resulting from this user agreement, [THE SALE OF PRODUCTS OR SERVICES THROUGH THE SITE,] or ANY OTHER use of the site, even if such company party has been advised of the possibility of such damages. These limitations and exclusions shall apply without regard to whether the damages arise from (1) breach of contract, (2) breach of warranty, (3) negligence (including but not limited to the negligence of any company party), or (4) any other cause of action, to the extent such exclusions and limitations are not prohibited by applicable law. In the event such exclusions and limitations are prohibited by law, fail of their essential purpose, or do not otherwise apply, Your sole and exclusive remedy for any breach of this agreement shall be the lesser of (a) the amount of fees You pay to the company in the 12 months prior to the action giving rise to liability, and (b) $100. You agree that any limitations on liability stated in this section 3 is a fair allocation of risk based upon the manner and cost by which the company’s PRODUCTS AND services are provided to You, and taking into account Your ability to take other measures or consult other resources in connection with the type of PRODUCTS AND services provided by this site.

4. PRIVACY POLICY
Incorporated and made a part of this Agreement is the Privacy Policy located at [CLIENT TO PROVIDE WEB PAGE ADDRESS] (the “Privacy Policy”). You hereby agree to allow the company to collect and use the personal information specified in the Privacy Policy in a manner set forth in the Privacy Policy, and You understand and agree that any personal information about You, including registration information and certain other information You provide or otherwise voluntarily or involuntarily reveal, is subject to our Privacy Policy. The Company reserves the right to change the Privacy Policy at any time upon written notice posted to the Site.

5. INDEMNIFICATION
You hereby agree to indemnify, defend and hold harmless the Company from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by any Company Party in connection with any claim of any kind as a result of:

1. Your use of this Site or any Web site linked to this Site;
2. Your connection to this Site;
3. Your use of the Marketplace on the site, including buying and selling goods on same;
4. [Your purchase of any products sold through this Site;]
5. [Your use of any products sold through this Site;]
6. The content, quality or performance of content that You submit or transmit to or through this Site;
7. Any use or alleged use of Your accounts or Your passwords by any person, whether or not known or authorized by You;
8. Your violation of this User Agreement; or
9. Your violation of the rights of any other person or entity.

The Company reserves the right but not the obligation, at the Company’s own expense, to assume the exclusive defense and control of any matter for which You are required to indemnify the Company and You agree to cooperate with the Company in defense of these claims.

6. YOUR CONDUCT ON THIS SITE
The technology and software underlying this Site and the services provided by the Company are the property of the Company. You agree not to copy, modify, sell, assign, distribute, reverse engineer, grant a security interest in or otherwise transfer any right to the technology or software underlying Site or the services provided by the Company. You agree not to modify the software underlying this Site in any manner or form, or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to this Site.

You agree to grant an irrevocable exclusive license to use any intellectual property You post to or transmit through this Site, including but not limited to a license to create derivative works from any such intellectual property.

You agree that You will not use the Site to do any of the following:

1. Defame, libel, abuse, harass, stalk, threaten or otherwise violate the legal right of others;
2. Publish, post, upload, email, distribute or disseminate (collectively, "Transmit") through or on the Site any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful content;
3. Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, this Site, any software or hardware, or telecommunications equipment;
4. Interfere with or disrupt the Site, servers or networks;
5. Impersonate any person or entity, including, but not limited to, a Company representative or employee, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
6. Forge headers, manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site, or to manipulate Your presence on the Site;
7. Take any action that imposes an unreasonably or disproportionately large load on the Site infrastructure; or
8. Engage in any illegal activities.

You understand and agree that the Company may terminate Your limited license to use the Site at any time for any reason, regardless of whether or not You engage in any of the activities listed above.

Furthermore, You acknowledge that information contained on this Site may be inaccurate or incomplete in part or in whole. In this regard You agree that You will not rely on any information contained on this Site, including but not limited to information regarding the quality, availability, appearance, performance or pricing of any consumer products, information regarding the dates or descriptions of any events, information regarding the quality or scope of customer service provided by any third party person or entity, or information relating to any aspect of the sale of consumer goods.

Unauthorized access to the Site is a breach of this User Agreement and a violation of the law. You agree not to access the Site by any means other than through the interface that is provided by the Company for use in accessing this Site.

Use of the Site is subject to existing laws and legal process. Nothing contained in this User Agreement shall limit the Company’s right to comply with governmental, court and law enforcement requests or requirements relating to Your use of this Site.

6. RETURN POLICY
[DELETE IF NOTHING IS BEING SOLD]
[TO BE PROVIDED BY CLIENT]

7. SALES TAX
[DELETE IF NOTHING, INCLUDING SERVICES, IS BEING SOLD]

You agree that You will be responsible for any sales tax imposed or assessed with respect to products You purchase through this Site, whether or not such taxes are imposed or assessed at the time of sale or at any time after such sale. Furthermore, You agree to indemnify the Company from and againstany costs or expenses (including attorney fees) incurred in collecting such taxes from You.

8. THIRD PARTY LINKS
The Company may provide links to third party Web sites or access to third party content. These links are provided to You by the Company as a courtesy, but all content on third party Web sites are the property and responsibility of the third parties.

The Company does not control, endorse or guarantee content found on any third party sites. You agree that the Company is not responsible for any content, associated links, resources, or services associated with a third party site. You further agree that the Company shall not be liable for any loss or damage of any sort associated with Your use of third party content. Links and access to these sites are provided for Your convenience only.

9. CHOICE OF LAW AND FORUM
This User Agreement shall be construed in accordance with the laws of the State of New Yorkwithout regard to its conflict of law provisions, and You and the Company irrevocably consent to bring any action to enforce this User Agreement before a court of competent jurisdiction in the state of New York.

10. MISCELLANEOUS
This User Agreement shall constitute the entire agreement between You and the Company regarding Your use of this Site, superceding all prior agreements, whether oral or in writing, that You may have executed with the Company.

You may terminate this User Agreement at any time provided You discontinue use or access of this Site. You agree that in the event You terminate this agreement, sections 1, 2, 3, 5 and 9 of the User Agreement shall survive such a termination. [Adjust number 9 if provisions are deleted]

If any part of this User Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the User Agreement shall continue in effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Site or this User Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

11. Changes to This Agreement
If this Terms of Use Agreement changes, the revised Agreement will be posted on this site. Please check back periodically, and especially before You provide any personally identifiable information.

This Agreement was last updated on July ____, 2007.