1. ACCEPTANCE OF TERMS

The following are terms of a legal agreement (the "Agreement") between you and Annoisy that sets forth the terms and conditions for your use of the Annoisy.org web site (the "Site"). This Site is being provided to you expressly subject to this Agreement. By accessing, browsing and/or using the Site, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. The terms and conditions of this Agreement form an essential basis of the bargain between you and Annoisy.

Annoisy reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on the Site. You should check this Agreement periodically for changes. All changes shall be effective upon posting. Your continued use of the Site after any change to this Agreement constitutes your agreement to be bound by any such changes.

Should you object to any term or condition of the Agreement, any guidelines, or any subsequent modifications thereto or become dissatisfied with Annoisy in any way, your only recourse is to immediately discontinue use of the Site.

2. CONDUCT

While using the Site you will not:

• violate any laws, third party rights, or our policies;
• use our Site or services if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from our Site;
• circumvent or manipulate our fee structure;
• list items that do not meet our site usage policy;
• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• distribute or post spam, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm Annoisy, or the interests or property of Annoisy users;

3. PROPRIETARY RIGHTS

The Site is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Site is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Annoisy. You further agree not to reproduce, duplicate or copy content from the Site, including, but not limited to, locations, names, and contact details of sellers or buyers using the Site, without the express written consent of Annoisy, and agree to abide by any and all copyright notices displayed on the Site. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Site.

4. CONTENT

When you give us content, you grant us an irrevocable, perpetual, non-exclusive, worldwide license to use, copy, perform, display, and distribute said content and to prepare derivative works of, or incorporate into other works, said content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing.

5. ACCESS AND INTERFERENCE

You agree that you will not interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.

6. TERMINATION OF SERVICE

You agree that Annoisy, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Site (or any part thereof), immediately and without notice, and remove and discard any content within the Site, for any reason, including, without limitation, if Annoisy believes that you have acted inconsistently with the letter or spirit of the Agreement. Further, you agree that Annoisy shall not be liable to you or any third-party for any termination of your access to the Site. Further, you agree not to attempt to use the Site after said termination. The following provisions of this Agreement shall survive termination of your use or access to the Site: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Site.

7. RELEASE

If you have a dispute with one or more users, you release Annoisy (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

8. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE ANNOISY SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE ANNOISY SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, ANNOISY DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE ANNOISY SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, ANNOISY DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE ANNOISY SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE ANNOISY SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, ANNOISY DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE ANNOISY SITE OR THE SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

9. LIMITATIONS OF LIABILITY

THE ENTIRE RISK ARISING OUT OF THE USE OF THE SITE, THE USE OF ANY PRODUCTS AND/OR SERVICES OFFERED ON OR IN CONNECTION WITH THE SITE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL ANNOISY OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS TERMS OF USE OR THE USE OF OR INABILITY TO USE ANY PRODUCTS, SERVICES, AND/OR CONTENT, WITH THE DELAY OR INABILITY TO USE THE ANNOISY SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE ANNOISY SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF ANNOISY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS TERMS OF USE OR POSTED ON THE SITE, THE MAXIMUM LIABILITY THAT ANNOISY SHALL HAVE IS LIMITED TO THE GREATER OF (1) ANY AMOUNTS ACTUALLY PAID TO ANNOISY BY END USER, and (2) $100. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS TERMS OF USE) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.

10. INDEMNITY

You agree to indemnify and hold Annoisy, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of your use of the Site, your violation of the Agreement, or your violation any law or the rights of a third party.

11. LINKS TO THIRD-PARTY SITES

This Site may contain links to web sites controlled, owned, and operated by third parties (the "third-party sites"). Annoisy cannot control and has no responsibility for the accuracy or availability of information provided on the third-party sites. You acknowledge that use of any third-party sites is governed by the terms of use for those websites, and not by this Agreement. Links to third-party sites do not constitute an endorsement or recommendation by Annoisy of such sites or the content, products, advertising or other materials presented on such sites, but are only for your convenience and you access them at your own risk. Such third-party sites may have a privacy policy different from that of Annoisy and the third-party site may provide less security than this Site. Annoisy is not responsible for the content of any third-party web sites, nor does Annoisy make any warranties or representations, express or implied, regarding the content (or the accuracy of such content) on any third-party web sites, and Annoisy shall have no liability of any nature whatsoever for any failure of products or services offered or advertised at such sites or otherwise.

12. GENERAL INFORMATION

The Agreement constitutes the entire agreement between you and Annoisy and govern your use of the Site, superseding any prior agreements between you and Annoisy. The Agreement and the relationship between you and Annoisy shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Annoisy agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California. The failure of Annoisy to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and 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 the Site or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Last modified: 09/05/2010