Terms of Use

This Terms of Use agreement was last updated: January 13th, 2012

This Terms of Use agreement is effective as of: January 15th, 2009

A. Acceptance of Terms

PLEASE READ THE TERMS OF USE THOROUGHLY AND CAREFULLY. The terms and conditions set forth below ("Terms of Use") Use and the Privacy Policy constitute a legally-binding agreement between Marketplace, Inc., a Delaware corporation ("Marketplace"), and you. These Terms of Use contain provisions that define your limits, legal rights and obligations with respect to your use of and participation in (i) the Marketplace website, including the classified advertisements, forums, various email functions and Internet links, and all content and Marketplace services available through the domain and sub-domains of Marketplace located at (collectively referred to herein as the "Website"), and (ii) the online transactions between those users of the Website who are offering Services (each, a "service professional") and those users of the Website who are obtaining Services (each, a "Service User") through the Website (collectively, the "Services"). The Terms of Use described below incorporate the Privacy Policy and apply to all users of the Website, including users who are also contributors of video content, information, private and public messages, advertisements, and other materials or Services on the Website. These terms govern the relationship between you and Marketplace, Inc., and between buyers and sellers on Marketplace.com.

Check out our privacy policy after you read this.

You acknowledge that the Website serves as a venue for the online distribution and publication of user-submitted information between service professionals and Service Users, and, by using, visiting, registering for, and/or otherwise participating in this Website, including the Services presented, promoted, and displayed on the Website, and by clicking below on "I have read and agree to the Terms of Use and the Privacy Policy," you hereby certify that: (1) you are either a service professional or Service user, (2) you have the authority to enter into these Terms of Use, (3) you authorize the transfer of payment for Services requested through the use of the Website, and (4) as stated above, you agree to be bound by all terms and conditions of these Terms of Use and any other documents incorporated by reference herein. If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Website. If you do not agree to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in this Website immediately. Marketplace is meant to be a website where users can buy and sell services from one another.

All references to "you" or "your," as applicable, mean the person that accesses, uses, and/or participates in the Website in any manner. If you use the Website or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Terms of Use will be deemed an acceptance by that business and "you" and "your" herein shall refer to that business.You have been notified of these terms, and you accept them if you continue to use Marketplace.

If you're posting for a business, you must have the authority from the business owner to do so.

1. MODIFICATIONS TO TERMS OF USE AND/OR PRIVACY POLICY

   Marketplace reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, and any other documents incorporated by reference herein, at any time, and Marketplace will post notice of the changes and the amended Terms of Use at the domain of terms, and/or may communicate the amendments through any method of written contact that Marketplace has established with you. It is your responsibility to review the Terms of Use for any changes. Your use of the Website following any amendment of the Terms of Use will signify your assent to and acceptance of any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Website

2. PRIVACY POLICY

   Marketplace has established a Privacy Policy that explains to users how their information is collected and used. The Privacy Policy is referenced above and hereby incorporated into the Terms of Use set forth herein. Your use of this Website is governed by the Privacy Policy.

   The Privacy Policy is located at: privacy.

   Marketplace may occasionally change these terms. If that happens, we will try to communicate the changes to you by email, and we will at least post the changes on this page.

B. Membership and Accessibility

1. LICENSE TO ACCESS

   Marketplace has established a Privacy Policy that explains to users how their information is collected and used. The Privacy Policy is referenced above and hereby incorporated into the Terms of Use set forth herein. Your use of this Website is governed by the Privacy Policy.

   You can use Marketplace as long as you follow the rules, and don't copy or change the website without our permission.
2. MEMBERSHIP ELIGIBILITY CRITERIA

   Use of the Website is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge and agree that you are at least 18 years of age, and that: (a) all registration information that you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the Website and Services offered through this Website do not violate any applicable law or regulation. Your Account (defined below) may be terminated without warning if we believe that you are under the age of 18 or that you are not complying with any applicable federal, state or local laws, rules or regulations.To use Marketplace, you have to be 18, you have to submit truthful information, you can't break any laws, you can't 'scrape' or collect user information from our site, you can't recruit from our site for non-Marketplace transactions, and you can't spam our users.

   To access and participate in certain features of the Website, you will need to create a password-protected account ("Account"). You are solely responsible for safeguarding your password at all times and shall keep your password secure at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify Marketplace immediately of any breach of security or any unauthorized use of your Account. Similarly, you shall never use another's Account without permission. You agree that you will not misrepresent yourself or represent your self as another user of the Website and/or the Services offered through the Website. You hereby acknowledge and agree that Marketplace will not be liable for your losses caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Marketplace or others due to such unauthorized use. An Account holder is sometimes referred to herein as a "Registered User."Keep your password safe, and let us know if someone breaches your account. We aren't liable for problems that result from someone breaking into your account.

   You acknowledge and agree that you shall comply with the following policies (the "Account Policies"):

   1. You will not copy or distribute any part of the Website in any medium without Marketplace's prior written authorization.
   2. You will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose.
   3. You will provide accurate and complete information when creating your Account.
   4. You shall not use any automated system, including but not limited to, "robots," "spiders," "offline readers," "scrapers," etc., to access the Website for any purpose without Marketplace's prior written approval.
   5. You shall not in any manual or automated manner collect service professionals or Service Users information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate Website information or content, including but not limited to, use on a "mirrored", competitive, or third party site.
   6. You shall not in any way that transmits more request messages to the Marketplace servers, or any server of a Marketplace subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. Marketplace reserves the right to revoke these exceptions either generally or in specific cases.
   7. You shall not recruit, solicit, or contact in any form service professionals or Service Users for employment or contracting for a business not affiliated with Marketplace without express written permission from Marketplace. Should Marketplace find that you violated the terms of this paragraph or any terms stated herein, Marketplace reserves the right, at its sole discretion, to immediately terminate your use of the Website.
   8. You shall not take any action that (i) unreasonably encumbers or, in Marketplace's sole discretion, may unreasonably encumber the Website's infrastructure; (ii) interferes or attempts to interfere with the proper working of the Website or any third-party participation in the Website; or (iii) bypasses Marketplace's measures that are used to prevent or restrict access to the Website.
   9. You agree not to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes.

   If you do not meet, or are unable to comply with, any of the above-referenced membership eligibility criteria or Account Policies, please do not use the Website. We can terminate your account if you violate these rules.

3. ADDITIONAL POLICIES

   Your access to, use of, and participation in the Website is subject to the Terms of Use and all applicable Marketplace regulations, guidelines and additional policies that Marketplace may set forth from time to time, including without limitation, a copyright policy and any other restrictions or limitations that Marketplace publishes on the Website (the "Additional Policies"). You hereby agree to comply with the Additional Policies and your obligations thereunder at all times. You hereby acknowledge and agree that if you fail to adhere to any of the terms and conditions of this Agreement or documents referenced herein, including the Account Policies, membership eligibility criteria or Additional Policies, Marketplace, in its sole discretion, may terminate your Account at any time without prior notice to you.

C. Member Conduct

1. PROHIBITIONS ON SUBMITTED CONTENT

   You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Website, including your profile ("Profile"), the posting of your Service ("Offer"), the posting of your desired Service ("Want"), or the posting of any opinions or reviews ("Feedback") in connection with the Website, the Service, the service professional, or the Service User (all of the foregoing content is sometimes collectively referred to herein as "Submitted Content" and the posting of Submitted Content is sometimes referred to as a "Posting" or as "Postings") that:

   • misrepresents the source of anything you post, including impersonation of another individual or entity or any false or inaccurate biographical information for any service professionals;
   • provides or create links to external sites that violate the Terms of Use;
   • is intended to harm or exploit any individual under the age of 18 ("Minor") in any way;
   • is designed to solicit, or collect personally identifiable information of any Minor, including, but not limited to, name, email address, home address, phone number, or the name of his or her school;
   • invades anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;
   • contains falsehoods or misrepresentations that could damage Marketplace or any third party;
   • is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate; Don't use this website to launder money or advertise for services you aren't offering here.
   • is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Marketplace all of the license rights granted herein;
   • contains or promotes an illegal or unauthorized copy of another person's copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacture-installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other item the copy, display, use, performance, or distribution of which infringes on another's copyright, intellectual property right, or any other proprietary right;
   • is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;
   • intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on websites or servers, including but not limited, to spamming;
   • impersonates, uses the identity of, or attempts to impersonate a Marketplace employee, agent, manager, host, another user, or any other person though any means;
   • advertises or solicits a business not related to or appropriate for the Website (as determined by Marketplace in its sole discretion);
   • contains or could be considered "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate marketing", or unsolicited commercial advertisement;
   • contains advertising for ponzi schemes, discount cards, credit counseling, online surveys or online contests;
   • distributes or contains viruses or any other technologies that may harm Marketplace, or the interests or property of Marketplace users;
   • contains links to commercial services or websites, except as allowed pursuant to the Terms of Use;
   • is non-local or irrelevant content;
   • contains identical content to other open Postings you have already posted; or
   • uses any form of automated device or computer program that enables the submission of Postings without the express written consent of Marketplace.
   Please don't post anything that is false, is meant to contact minors, is meant to get personal information without the other person's knowledge, violates copyright laws, is meant to harm someone else's computer, or is pornographic, threatening, discriminatory, offensive, or generally inappropriate for or irrelevant to this site.
2. PROHIBITIONS ON SENDING MESSAGES

   You will not send messages to other users containing:

   • offers to make national or international money transfers for amounts exceeding the asking price of a service, with intent to request a refund of any portion of the payment; or
   • unsolicited advertising or marketing of a service not offered on the Website or an external website.
   You have to pay for what you buy, and you have to provide the services that you've agreed to provide.
3. NO DISCRIMINATION
   1. Employment Postings. Federal, state and local laws prohibit employment postings with any preference, limitation or discrimination based on race, color, religion, sex, national origin, age, handicap or other protected class. Marketplace will not knowingly accept any Posting for employment which is in violation of the law. Marketplace has the right, in its sole discretion and without prior notice to you, to immediately remove any employment Posting that discriminates or is any way in violation of any federal, state, or local law.
   2. Real Estate Postings. The Federal Fair Housing Act of 1968 prohibits real estate postings with any preference, limitation or discrimination based on race, color, religion, sex, national origin, handicap or familial status or an intention to make any such preference, limitation or discrimination. Marketplace will not knowingly accept any Posting for real estate which is in violation of the law.
   Posting discriminatory requests for employment or housing violates federal law.
4. PROHIBITIONS WITH RESPECT TO SERVICES

   While using the Website, you shall not:

   • post content or items in any inappropriate category or areas on the Website;
   • violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;
   • fail to deliver payment for Services purchased by you, unless the service professional has materially changed the description of the Service description after you negotiate an agreement for such Service, a clear typographical error is made, or you cannot authenticate the service professional's identity;
   • fail to perform Services purchased from you, unless the Service User fails to materially meet the terms of the mutually agreed upon agreement for the Services, refuses to pay, a clear typographical error is made, or you cannot authenticate the Service User's identity;
   • manipulate the price of any Service or interfere with other users' Postings; Don't try to manipulate your feedback rating.
   • circumvent or manipulate our fee structure, the billing process, or fees owed to Marketplace;
   • post false, inaccurate, misleading, defamatory, or libelous content (including personal information about any Website user);
   • take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the Website or using it for purposes unrelated to the Website);Be truthful in the feedback you post about people. Don't be meaner or nicer than the service professional deserves. We will kick you off Marketplace if you try to blackmail someone by threatening to give them bad feedback that isn't deserved.
5. FEEDBACK

   As a participant in the Website, you agree to use careful, prudent, and good judgment when leaving Feedback for another user. The following actions constitute inappropriate uses of Feedback: (a) threatening to leave negative or impartial Feedback for another user unless that user provides services not included in the original Posting or not agreed to as part of the Service to be provided; (b) leaving Feedback in order to make the service professional or Service User appear better than he or she actually is or was; and (c) including conditions in an Offer or Want that restrict a service professional or a Service User from leaving Feedback.

   1. Sanctions for Inappropriate Use of Feedback. If you violate any of the above-referenced rules in connection with leaving Feedback, Marketplace, in its sole discretion, may take any of the following actions: (i) cancel your Feedback or any of your Postings; (ii) limit your Account privileges; (iii) suspend your Account; and/or (iv) decrease your status earned via the Feedback page.Let us know if you see inappropriate feedback. We can remove any feedback postings at our own discretion.
   2. Reporting Inappropriate Use of Feedback. You may contact Marketplace regarding any inappropriate use of Feedback via-email at support@yourwebsite.com.
   3. Resolving Disputes in Connection with Feedback. In the event of any dispute between users of the Website concerning Feedback, Marketplace shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE WEBSITE CONCERNING FEEDBACK, Marketplace HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFOR.

The foregoing lists of prohibitions provide examples and is not complete or exclusive. Marketplace reserves the right to (a) terminate your access to your Account, your ability to post to this Website (or the Services) and (b) refuse, delete or remove, move or edit the content, in whole or in part, of any Postings; with or without cause and with or without notice, for any reason or no reason, or for any action that Marketplace determines is inappropriate or disruptive to this Website or to any other user of this Website and/or Services. Marketplace reserves the right to restrict the number of e-mails or other messages that you are allowed to send to other users to a number that Marketplace deems appropriate in Marketplace's sole discretion. Marketplace may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Marketplace's discretion, Marketplace will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Website or on the Internet. Marketplace does not and cannot review every Posting posted to the Website. These prohibitions do not require Marketplace to monitor, police or remove any Postings or other information submitted by you or any other user. Marketplace is too big for us to monitor on our own, so we can't guarantee we'll remove every bad thing that people post here.

D. Rules for service professionals

1. PROFILES AND OFFERS MUST NOT BE FRAUDULENT

   Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, service professionals shall not: (a) list Services or offers relating to any Service in a category that is inappropriate to the Service they are offering; (b) misrepresent the location at which they will provide a Service; (c) include brand names or other inappropriate keywords in their Profile, Offer, Want, Feedback, or any other title or description relating to a Service; (d) use misleading titles that do not accurately describe the Service; or (e) include any information in their Profile that is fraudulent.

   We can limit or cancel your account if you violate any of these terms.
2. PROFILES AND OFFERS CANNOT USE TECHNIQUES TO AVOID OR CIRCUMVENT Marketplace FEES

   Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, service professionals shall not: (a) offer a catalog or a link to a third-party website from which Service Users or any Registered User or user of the Website may obtain the Service directly; (b) exceed multiple Posting limits; (c) post a single Service but offer additional identical services in the Service description; (d) charge fees for traveling further than desired to provide the Service; (e) offer the opportunity through Marketplace to purchase the Service or any other service outside of Marketplace; (f) use their Profile page or user name to promote services not offered on or through the Website and/or prohibited services.

3. PROFILES AND OFFERS MUST PROMOTE A FAIR PLAYING FIELD AND PROVIDE A SAFE, SIMPLE, AND POSITIVE EXPERIENCE FOR ALL WEBSITE USERS

   Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, service professionals shall not: (a) solicit Service Users to mail cash or use other payment methods not specifically permitted by Marketplace as approved payment methods; (b) include links that do not conform to Marketplace's policies with respect to third-party links; (c) use certain types of HTML and JavaScript in Postings, your Profile page, your Offer page, or your Wants page; (d) promote raffles, prizes, bonuses, games of chance, giveaways, or random drawings; (e) use profanity in any Posting; (f) acknowledge or credit a third-party service professional for services or products directly connected with your particular Posting (1) with more than 10 words of text at HTML font size greater than 3 and/or a logo of 88X33 pixels (provided that you represent and warrant that you have the necessary rights, licenses, permissions and/or authorizations from the applicable third party to use that third party's name and/or logo), (2) with any promotional material in connection with that third-party company, and/or (3) with a link to the third-party's website with any information in addition to the Service provided via Marketplace; (g) include third-party endorsements in a Posting; or (h) create a Posting that does not offer a Service.

4. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE PROFESSIONALS

   If a service professional violates any of the above-referenced rules in connection with his or her Posting, Marketplace, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the service professional's Account privileges; (c) suspend the service professional's Account; (d) cause the service professional to forfeit any fees earned on a canceled Posting; and/or (e) decrease the service professional's status earned via the Feedback page.

   Don't contact a service professional unless you think you might actually use their service. Once you've agreed to a service and a price, don't renege on your promise to pay.

E. Rules for Service Users

1. SERVICE USERS SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS:

   (a) commit to purchasing or using a Service without paying; (b) sign up for, negotiate a price for, use, or otherwise solicit a Service with no intention of following through with your use of or payment for the Service; (c) agree to purchase a Service when you do not meet the service professional's terms as outlined in the Posting, or agree to purchase a Service with the intention of disrupting a Posting; or (d) misuse any options made available now or in the future by Marketplace in connection with the use or purchase of any Service.

2. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE USERS

   If a Service User violates any of the above-referenced rules in connection with his or her Posting, Marketplace, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the Service User's Account privileges; (c) suspend the Service User's Account; and/or (d) decrease the Service User's status earned via the Feedback page.

F. Use of Submitted Content

1. NO CONFIDENTIALITY

   The Website may now or in the future permit the submission of videos or other communications submitted by you and other users, including without limitation, your Profile, your Offer, your Wants, any Feedback, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that whether or not such Submitted Content is published, Marketplace does not guarantee any confidentiality with respect to any Submitted Content.We can't guarantee the confidentiality of anything you post publicly.

   You agree that any Submitted Content provided by for which you authorize to be searchable by Registered Users who have access to the Website is provided on a non-proprietary and non-confidential basis. You agree that Marketplace shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services. You're responsible for what you post.

2. YOUR REPRESENTATIONS AND WARRANTIES

   You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing it. In connection with Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Marketplace to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the Website. Once you've posted information publicly on Marketplace, we can display or advertise it in other places. If you don't want us to have access to your information anymore, just take down your post.

3. YOUR OWNERSHIP RIGHTS AND LICENSE TO Marketplace

   You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to Marketplace for posting on the Website, you hereby grant, and you represent and warrant that you have the right to grant, to Marketplace a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the Website and Marketplace's (and its successor's) business operations, including without limitation, for the promotion and redistribution of any part or all of the Website, and any derivative works thereof, in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your Submitted Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted Content as permitted through the functionality of the Website and under these Terms of Use. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Website.

   You acknowledge and understand that the technical processing and transmission of the Website, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. We are not liable for anything posted by Marketplace's users, and we can remove any user content on the website whenever we want.

   You may remove your Submitted Content from the Website at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire.

4. Marketplace'S DISCLAIMERS AND RIGHT TO REMOVE
   1. Marketplace does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and Marketplace expressly disclaims any and all liability in connection with all Submitted Content. Marketplace does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Marketplace will remove any Data (as defined below) or Submitted Content if properly notified, pursuant to the "take down" notification procedure described in Section G below, that such Posting or Submitted Content infringes on another's intellectual property rights. Marketplace reserves the right to remove any Data or Submitted Content without prior notice. Marketplace will also terminate a user's access to the Website, if he or she is determined to be a repeat infringer. A repeat infringer is a Website user who has been notified of infringing activity more than twice and/or has had Submitted Content removed from the Website more than twice. Marketplace also reserves the right, in its sole and absolute discretion, to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length. Marketplace may remove such Submitted Content and/or terminate a user's access for uploading such material in violation of these Terms of Use at any time, without prior notice and in its sole discretion. We're sorry if you see something offensive on our site posted by another user. However, what other people post is not our fault. Let us know about it, and we'll remove it.
   2. You acknowledge and understand that when using the Website, you will be exposed to Submitted Content from a variety of sources, and that Marketplace is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content. You further acknowledge and understand that you may be exposed to Submitted Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Marketplace with respect thereto, and agree to indemnify and hold Marketplace, its owners, members, managers, operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website. Marketplace will at times check to see if users come up in the DOJ Sex Offender registry. If you don't want us to run a check using your name and zip code, don't sign up.
   3. You are solely responsible for the photos, profiles and other content, including, without limitation, Submitted Content, that you publish or display on or through the Website, or transmit to other Website users. You understand and agree that Marketplace may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Website users or others.

G. Mandatory Third Party Verification Service

Marketplace uses a variety of tools in an effort to make our website as safe as possible for service professionals and Service Users. Among these tools are mandatory searches for all users in the Department of Justice's "Dru Sjodin National Sex Offender Public Website" ("DOJ SMART Screen"). Do not register as a user on Marketplace if you do not want Marketplace to search for you in the DOJ Smart Screen. By requesting to use, registering to use, and/or using Marketplace, you represent and warrant that you and each member of your household have not been and are not currently required to register as a sex offender with any government entity.

By registering as a user on the Website, you do hereby consent to allow Marketplace to perform the DOJ SMART Screen using information you provide, and you understand that Marketplace may review the information provided by the third-party verification service. You hereby authorize Marketplace to verify your representations and warranties herein, and you acknowledge that Marketplace reserves the right, but not the obligation, to verify such representations and warranties and to take action it deems appropriate in its sole discretion. You agree to indemnify and hold harmless Marketplace from any loss or liability that may result from the DOJ Smart Screen. In addition, you do hereby represent, understand and expressly agree that Marketplace offers this third-party verification service as a convenience and does not have control over or assume any responsibility for the quality, accuracy, or reliability of the third-party verification service and/or the information provided by the third-party verification service. Marketplace retains the right to terminate your Marketplace membership based on the information provided by this third party verification service. If you want, we can use a third-party verification service to verify your identity, credentials, and other public records. We charge for this extra service. The service helps you because it shows other users that you're who you say you are. We can't guarantee the accuracy of the information we collect from these third-party sources.

H. Optional Third Party Verifcation Services

Marketplace uses a variety of tools in an effort to make our website as safe as possible for service professionals and Service Users. Among these tools are optional name verification, address verification, social security number verification, and criminal background checks for service professionals. Marketplace uses PayPal.com to perform name and address verification and Acxiom Information Security Services to verify social security numbers and perform criminal background checks.

Marketplace also seeks to allow service professionals to showcase their professional license credentials. Marketplace has created a proprietary database of licenses from all 50 states and many national organizations that facilitates the verification of the professional license credentials of service professionals. It is a violation of these Terms of Use to use the state and national licensure weblinks compiled by Marketplace for any reason other than to verify the licensing information of service professionals listed on Marketplace.

Marketplace may make these or other third-party verification services available to service professionals and Service Users. service professionals and Service Users may use these services to verify information such as, but not limited to, name, address, social security number, criminal background, and professional license credentials. By requesting to use, registering to use, and/or using the Site, you represent and warrant that you and each member of your household have never been the subject of a complaint, restraining order or any other legal action involving, arrested for, charged with, or convicted of any felony, any criminal offense involving violence, abuse, neglect, fraud or larceny, or any offense that involves endangering the safety of others. You hereby authorize Marketplace to verify your representations and warranties herein, and you acknowledge that Marketplace reserves the right, but not the obligation, to verify such representations and warranties and to take action it deems appropriate in its sole discretion.

Use of the optional third-party verification services is voluntary. If you decide to use or access information provided by a third-party verification service offered through the Website, you do hereby represent, understand and expressly agree that Marketplace offers this third-party verification service as a convenience and does not have control over or assume any responsibility for the quality, accuracy, or reliability of the third-party verification service and/or the information provided by the third-party verification service. In addition, you understand that Marketplace may review the information provided by the third-party verification service and that Marketplace retains the right to terminate your Marketplace membership based on the information. You affirm that all of the information you provide to Marketplace as part of these third-party verification services is correct, complete, and applicable to you.

service professionals may choose whether to make the information obtained from third-party verification services public on the Marketplace. If you decide to share any information from a third-party verification service publicly, you understand that the information in the report may factor into other party's decisions to engage you as a service professional. You agree to indemnify and hold harmless Marketplace from any loss or liability that may result from your sharing this report publicly.

I. Fair Credit Reporting Act

Pursuant to the Fair Credit Reporting Act (the "FCRA"), by this notice Marketplace, Inc. notifies you that it may, as part of your use of a third-party verification service, obtain a consumer report about you from a consumer reporting agency. Consumer reports may contain information on your character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers' compensation, driving, employment, military, civil, and educational data and reports. If you decide to use or access information provided by a third-party verification service offered through the Site, you warrant that you will comply with the FCRA, which can be found at http://www.ftc.gov/os/statutes/fcrajump.shtm, and all other applicable consumer reporting laws. If you decide to access, use, or share information provided by a third-party verification service offered through the Site with any other party (either through this Site or otherwise), you agree to do so in accordance with applicable law and to indemnify and hold Marketplace harmless from any loss, liability, damage, or costs that may result from such access, use, or sharing of this information regardless of the cause. Marketplace does not assume and expressly disclaims any liability that may result from the use of information provided by a third-party verification service. You have a number of rights, and we have a number of obligations, regarding the handling of any personal information that you authorize us to collect from third-party verification services. The Fair Credit Reporting Act dictates these rights and obligations. We will comply with all of our obligations, and you are free to exercise your rights, under this law.

J. Copyright Infringement Take Down Procedure

Pursuant to the Digital Millennium Copyright Act of 1998 ("DMCA"), Marketplace has established policies for dealing with alleged and actual copyright and trademark infringement. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement and/or trademark infringement, please send the following information to our Copyright Agent (see 17 U.S.C. ß 512(c)(3) for further detail): (i) identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site; (ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit Marketplace to locate the material.; (iii) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law; (iv) information reasonably sufficient to permit Marketplace to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (v) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive interest that is allegedly infringed; and (vi) a statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A statement by you comprised of the foregoing points is referred to herein as the "Notice." If you think your copyright or trademark is being infringed on Marketplace, please follow these procedures to notify us about it. We'll try to help you solve the problem.

You acknowledge that if you fail to comply with all of the requirements, your Notice may not be valid. Marketplace will remove any infringing material, subject to the procedures outlined in the DMCA. Notwithstanding Marketplace's instructions above, you are solely responsible for ensuring that any Notice you provide to Marketplace complies with the provisions of the DMCA.

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

K. Modifications to or Termination of Website

1. MODIFICATION OR CESSATION OF WEBSITE

   Marketplace reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that Marketplace shall not be liable to you or to any third party for any modification, suspension or discontinuance of Marketplace services.

   We will modify Marketplace frequently in order to improve it.
2. TERMINATION BY Marketplace

   You hereby acknowledge and agree that Marketplace, in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Website or otherwise terminate your access to or participation in the use of the Website (or any part thereof), or remove and discard any Submitted Content on the Website ("Termination of Service"), immediately and without notice, for any reason, including without limitation, Account inactivity or if Marketplace believes or has reason to believe that you have violated any provision of the Terms of Use.

   You or we can cancel your account at any time, and we aren't liable for any problems arising from your account's cancellation.
3. TERMINATION BY YOU

   You may cancel your use of the Website and/or terminate the Terms of Use with or without cause at any time by following the link in your Account under "Account Preferences" to "Deactivate Account."

4. EFFECT OF TERMINATION

   Upon termination of your Account, your right to participate in the Website, including, but not limited to, your right to offer or purchase Services and your right to receive any fees or compensation, including, without limitation, referral discounts, incentive bonuses, or other special offer rewards, shall automatically terminate. You acknowledge and agree that your right to receive any fees or compensation hereunder is conditional upon your proper use of the Website, your adherence to the Terms of Use, the continuous activation of your Account, and your permitted participation in the Website. In the event of Termination of Service, your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual data may remain in the Marketplace system. We own everything we have produced for Marketplace.com, and nobody else can use it without our permission.

   Unless Marketplace has previously canceled or terminated your use of the Website (in which case subsequent notice by Marketplace shall not be required), if you provided a valid email address during registration, Marketplace will notify you via email of any such termination or cancellation, which shall be effective immediately upon Marketplace's delivery of such notice.

   Upon Termination of Service, the following shall occur: all licenses granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of Marketplace Data (as defined below), Marks (as defined below) and other content in your possession or control. You further acknowledge and agree that Marketplace shall not be liable to you or any third party for any termination of your access to the Website. Upon Termination of Service, Marketplace retains the right to use any data collected from your use of the Website for internal analysis and archival purposes, and all related licenses you have granted Marketplace hereunder shall remain in effect for the foregoing purpose. In no event is Marketplace obligated to return any Submitted Content to you. Sections H, K, L, O, P, Q, S, T, and U (including the section regarding limitation of liability), shall survive expiration or termination of the Website or your Account.

   You agree to indemnify and hold Marketplace, and its officers, managers, members, affiliates, successor, assigns, directors, agents, service professionals, suppliers, and employees harmless from any claim or demand, including reasonable attorneys' fees and court costs, made by any third party due to or arising out of the Termination of Service.

L. Intellectual Property Rights

1. Marketplace OWNS OR HOLDS THE LICENSES TO ALL DATA AND MARKS ON THE WEBSITE

   The content on the Website (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by Marketplace, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Other trademarks, names and logos on this Website are the property of their respective owners.

   Data on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Marketplace reserves all rights not expressly granted in and to the Website and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Website or the Data therein.

2. Marketplace'S LICENSE TO YOU FOR THE USE OF DATA AND MARKS

   The Website contains Marketplace's Data and Marks, which are, or may become, protected by copyright, trademark, patent, trade secret and other laws, and Marketplace owns and retains all rights in the Marketplace Data and Marks. Subject to these Terms of Use, Marketplace hereby grants you a limited, revocable, nontransferable, nonsublicensable license to reproduce and display the Marketplace Data (excluding any software source code) solely for your personal use in connection with accessing and participating in the Website.

   The Website may also contain Data of other users or licensors, which you shall not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell.

   Marketplace may authorize you to use an "Embeddable Player" feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website; provided, however, that you provide a link back to the Website on any pages that contain the Embeddable Player. Marketplace reserves the right to discontinue any aspect of the Website at any time.

M.Marketplace Fees

1. FEES INCURRED BY SERVICE PROFESSIONALS

   Joining Marketplace, posting Services and viewing posted Services is free. Marketplace reserves the right at its sole discretion to charge fees to service professionals for other services that Marketplace may provide, including but not limited to fees for contacting Service Users, responding to job leads generated by Marketplace, or conducting transactions with Service Users through Marketplace.Marketplace offers service professionals leads for new clients on an opt-in basis. You only pay for what you want! You can read more about the benefits of listing on Marketplace here and more about the leads program here. In the future, Marketplace may also offer premium services, such as tax preparation and bookkeeping, and we reserve the right to charge for these premium services.

   Marketplace may in the future offer additional premium services, like tax preparation and bookkeeping, that service professionals can also choose to purchase. Marketplace reserves the right to charge fees for these services at its sole discretion.

2. FEES INCURRED BY SERVICE USERS

   Joining Marketplace, viewing posted Services, and bidding on posted Services is free. Marketplace currently charges Service Users no fees for transactions completed on the Website between Service Users and Services service professionals. However, Marketplace reserves the right to charge a fee to Service Users in the future on a per-transaction basis, and reserves the right to do so in its sole discretion. Changes to this Fee Policy are effective after Marketplace has provided you with fourteen (14) days' notice by posting the changes on the Website. Marketplace currently charges no fees to consumers. Marketplace may at some point charge a small fee to consumers for using Marketplace.

3. TAXES

   You understand that we are acting solely as an intermediary for the collection of rents and fees between a Service User and a service professional who choose to enter into an Agreement for Service. Because state and local tax laws vary significantly by locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors, and that we cannot and do not offer tax advice to either hosts or guests. You have to pay your taxes for any income you receive in transactions resulting from using Marketplace. We are not liable for your nonpayment of taxes.

4. REFUND POLICY

   All sales on Marketplace are final and non-refundable

N. Negotiation of Terms of Service; Disputes Between Registered Users

1. NEGOTIATION WORKSHEET AND CONTRACT TEMPLATE

   As a courtesy to Registered Users, to facilitate the negotiation and confirmation of the Agreement for Service, Marketplace provides a general framework for negotiating the terms of Service (e.g., rate) ("Negotiation Worksheet"). Registered Users acknowledge and agree that (i) they are solely responsible for addressing all issues that exist now or may arise in the future in connection with the applicable Service; and (ii) it is solely up to such Registered Users, if they so desire, to enter into a signed, written contract, that addresses all of the relevant issues and memorializes the agreed upon Negotiation Worksheet. We try to facilitate transactions on Marketplace by providing template agreements between buyers and sellers. These templates, however, are only suggestions, and we are not liable for any problems arising from using our templates.

   You should not rely on the any information or resources contained on the Website, including, without limitation, the Negotiation Worksheet, as a replacement or substitute for any professional, financial, legal or other advice or counsel. Marketplace makes no representations and warranties, and expressly disclaims any and all liability, concerning actions taken by a user following the information or using the resources offered or provided on or through the Websites, including, without limitation, the Negotiation Worksheet. In no way will Marketplace be responsible for any actions taken or not taken based on the information or resources provided on this Website. If you have a situation that requires professional advice, you should consult a qualified specialist. Do not disregard, avoid or delay obtaining professional advice from a qualified specialist because of information or resources that are provided on this Website, however provided.

2. Marketplace IS NOT A PARTY TO ANY SERVICE CONTRACT

   Each Registered User hereby acknowledges and agrees that Marketplace is NOT a party to any oral or written Agreement for Service, Negotiation Worksheet, or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Website.

   Marketplace is just an intermediary between buyers and sellers, and we are not a party to any contract between website users.
3. NO AGENCY OR PARTNERSHIP

   No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of any part of the Website, including without limitation, the Negotiation Worksheet or Agreement for Service. You do not have any authority whatsoever to bind Marketplace in any respect. All service professionals are independent contractors. Neither Marketplace nor any users of the Website may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Marketplace is not employing you, or partnering with you in any kind of business venture.

4. DISPUTES BETWEEN REGISTERED USERS

   Subject to the provisions regarding disputes between Website participants in connection with Feedback (referred to above in Section 5), your interactions with individuals and/or organizations found on or through the Website, including payment of and performance of any Service, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, service professionals and Service Users. You should try to investigate the trustworthiness of anyone with whom you plan to contract. If there's a dispute between you and another Marketplace user, we have no obligation to get involved. We aren't liable for any problems arising from these disputes.

   You understand that deciding whether to use the Services of a service professional or provide Services to a Service User or use information contained in any Submitted Content, including, without limitation, Postings, Offers, Wants and/or Feedback, is your personal decision for which alone are responsible. You understand that Marketplace does not and cannot make representations as to the suitability of any individual you may decide to interact with on or through the Website and/or the accuracy or suitability of any advice, information, or recommendations made by any individual.

   NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT Marketplace SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT WHATSOEVER INCURRED AS THE RESULT OF ANY SUCH TRANSACTION OR DEALINGS. IF THERE IS A DISPUTE BETWEEN PARTICIPANTS ON THE WEBSITE, OR BETWEEN REGISTERED USERS OR ANY WEBSITE USER AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT Marketplace IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE WEBSITE USERS, REGISTERED USERS OR ANY THIRD PARTY, YOU HEREBY RELEASE Marketplace, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE WEBSITE OR ANY SERVICE PROVIDED THEREUNDER. If you have a dispute with us, please try to approach us and negotiate the problem informally. If you insist on suing us, we have the right to take the dispute to mediation or arbitration. If the dispute goes to court, we will resolve the dispute in San Francisco courts.