These Terms of Use (“Terms”) are dated as of May 1, 2009, and may change from time to time in the discretion of Advanced Commerce Strategies, Inc. (the “Company”, or “WeShop”, which terms shall include the Company’s affiliates, consultants, advisors, contractors and third party service providers). Your use of this WeShop site or any site or service provided by WeShop (the “WeShop Services”, or “Services”) constitutes your acceptance of these Terms (you may access these Terms alone at www.weshopnetwork.com/terms). In the event you fail at any time to abide by these Terms, the Company may terminate your access to and use of the WeShop Services without notice, and in addition seek any other available legal recourse or remedy.

These Terms are in addition to WeShop’s Privacy Policy which also governs your use and enjoyment of WeShop Services.

You may only use WeShop Services for personal, lawful, non-commercial purposes. Your use of WeShop Services, including any site linked to, accessible from or referred to by WeShop Services, is at your sole risk. You may not sell or resell the Services, or use them for any purpose other than those for which they are intended and designed. You may not use the Services to host, contain, post, store, share, or transmit any unlawful material, or any material that is obscene, or constitutes hate speech, or is unconstitutional, or breaches the ownership or license rights of any other person, or is defamatory, or racially hateful, or which WeShop considers objectionable in any way in its absolute discretion. You may not use the Services to advertise any product or service, or for any fraudulent purpose, or to solicit anyone to do anything.

Users under the age of 16 are discouraged from using our Services, and are prohibited from using the Services to send the Company any personally identifiable information. We will not knowingly collect any personally identifiable information on any person under 16 years of age.

In order to use certain WeShop Services you will be required to register with WeShop by providing your name and e mail address, choosing a personal PIN identifier and/or password, and providing various other information including various details of your purchasing transactions. You can at any time update such information by visiting your personal profile or account information in the event such information is accessible through the applicable WeShop site. You agree to keep your registration information accurate and confidential, and not to share, sell, sub-license or in any other way allow your registration information to be used by any other person. You shall be responsible for the acts of any person with whom you share your registration information in breach of these Terms. You must promptly contact us at info@weshopnetwork.com to report any unauthorized sharing of your registration data so we may take steps to preserve the confidentiality of your information.

The look and feel of the WeShop Services, and all content, design, names, marks, dashboards, organization, text, code, videos, graphics, logos, advertisements, and other elements that from time to time make up the WeShop Services, are the property of the Company whether or not registered as copyrights, trademarks, trade names, or patents. You must not at any time breach, copy, sub-license, upload, transmit, sell or resell, modify or distribute in any way any part or element of the WeShop Services, except as permitted through non-commercial personal use as clearly intended according to instructions posted by the Company in relation to the WeShop Services. You also agree not to interfere with, disrupt, or attempt in any way to gain access to (other than through http requests via a web browser as clearly intended by the Company in offering the WeShop Services), the technical and mechanical infrastructure that the Company utilizes to deliver WeShop Services, including our software, hardware and servers.

As an integral part of using the WeShop Services, we ask you to submit to us user generated material (“UGM”) such as purchase receipts, personal profiles, e mails, text and twitter messages, social network extracts, suggestions, recommendations, opinions, photos, videos, lists of friends and family members, and other information to enrich, populate and inform your use of the Services, and to make the Services useful for other users in the manner in which such Services are described and advertised. You represent to us (1) that you have the right in every case to share such UGM with us and to grant, with respect to such UGM, a right to us to utilize the material as described in these Terms and in the applicable Services offerings, (2) that such UGM is legal in nature and does not constitute obscene, racist, libelous, improper, hateful, or other type of inappropriate material, and (3) that such UGM does not violate the copyright, trademark, trade name, patent, privacy , personal or other rights of any other person in and to such material or any other material. You hereby grant us a worldwide, non-exclusive, transferable and sub-licensable, fully paid license to use, sell, distribute, advertise, copy, transmit, display, analyze, reformat, interpret, and excerpt in any way any such UGM in whole or in part, and to combine your UGM with other’s UGM, for any purpose. This license attaches to any UGM utilized by or in any of the WeShop Services and applies even if subsequently such UGM is deleted from the Services. WeShop has the right to delete or refuse to accept UGM for any reason in its absolute discretion. In the event any UGM is deleted from the WeShop Services for any reason, including any mechanical or technical failure whether or not such failure is the fault of the Company, the Company shall have no liability to you or any person whatsoever for the loss of such material. You may contact us at any time at info@weshopnetwork.com in the event you wish to inform us that any material on any WeShop Service violates any other party’s copyright, trademark or any other such right, or if any UGM is in violation of any of the terms of these Terms.

You agree to indemnify, defend and hold harmless each of the Company, its employees, officers, directors, partners, affiliates, consultants and service representatives, from any and all claims and liabilities (including attorneys fees) arising from your use (including the use of anyone using your registration information) of the WeShop Services, or your violation of the these Terms, or from any UGM submitted to or posted on the Services.

YOUR ACCESS TO AND USE OF THE WESHOP SERVICES IS AT YOUR SOLE RISK. THE COMPANY PROVIDES THE WESHOP SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PROVIDES NO WARRANTIES, REPRESENTATIONS OR CONTRACTUAL PROMISES REGARDING THE SERVICES OF ANY KIND, IMPLIED OR EXPRESS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, RELIABILITY, INFORMATIONAL CONTENT, SYSTEM AVAILABILITY, NON INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION OF ANY KIND. THE COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR ANY WORM, VIRUS, BOT, IMAGE FILE, COOKIE, OR OTHER SYSTEM ELEMENT OR PROGRAM THAT MAY BE TRANSMITTED BY OR THROUGH ITS SYSTEMS OR SERVICES WITH OR WITHOUT ITS KNOWLEDGE. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ACCESS TO THE SERVICES WILL BE FREE FROM INTERRUPTION, OR THAT INFORMATION WILL NOT BE LOST AT ANY TIME FOR ANY REASON. FURTHER, THE COMPANY DOES NOT MAKE ANY WARRANTY OR REPRESENTATION REGARDING THE COMPLETENESS OR ACCURACY OF ANY DATA OR INFORMATION DISPLAYED ON ANY WESHOP SERVICE, DASHBOARD OR ON ANY WESHOP SITE, WHETHER OR NOT SUCH DATA OR INFORMATION WAS DRAWN OR DEVELOPED FROM UGM OR FROM ANY OTHER SOURCE, AND HAS NO LIABILITY WHATSOEVER IN ANY FORM FOR ANY DAMAGES OR REPERCUSSIONS WHICH RESULT FROM ANY INACCURACY, OMISSION, OR INCOMPLETENESS OF SUCH DATA AND INFORMATION. THE COMPANY HAS NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES, ANY RELIANCE ON THE SERVICES, ANY VIRUS, WORM OR OTHER SYSTEM OR PROGRAM ELEMENT TRANSFERRED THROUGH OR BY THE SERVICES, ANY INACCURACY OR OMISSION, OR FOR ANY OTHER REASON, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION. YOU AGREE TO RELEASE THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES CONSULTANTS AND AFFILIATES, FROM ANY CLAIM OR DEMAND OF ANY KIND, INCLUDING CLAIMS FOR ANY TYPE OF DIRECT, INDIRECT, CONSEQUENTIAL AND PUNITIVE DAMAGES, WHETHER KNOWN, SUSPECTED, OR DISCLOSED OR NOT, ARISING OUT OF OR CONNECTED IN ANY WAY WITH YOUR USE OF WESHOP SERVICES, AND YOU HEREBY EXPRESSLY WAIVE YOUR RIGHTS PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1542 BY ACKNOWLEDGING THAT YOU ARE FULLY AWARE OF THIS RELEASE AT THE TIME OF EACH USE OF THE SERVICES.

WeShop will use its best efforts in good faith to resolve any claim or dispute you have with WeShop which arises as a result of these Terms. In the event we are unable to resolve any such claim or dispute in such manner, you agree to resolve such claim or dispute solely through binding arbitration conducted pursuant to the rules and regulations of the American Arbitration Association, utilizing a three person arbitration panel. Each side shall bear its own costs of such arbitration. In no event shall you file any lawsuit in any jurisdiction to resolve such claim or dispute, which shall be dealt with exclusively according to the arbitration provisions contained in these Terms.

This Agreement shall be governed by the laws of the State of New York, and any arbitration that may be conducted according to the arbitration provisions hereof shall be held in New York City and the arbitrators shall apply the internal laws of the State of New York to any such claim or dispute. In the event any provision hereof is deemed to be unenforceable or invalid, such provision shall be deemed deleted from these Terms and the remaining provisions of these Terms shall remain in force and of full effect. Any failure on the part of the Company not to enforce any provision hereof at any time shall not constitute a waiver of the Company’s rights hereunder with respect to subsequent or similar opportunities to enforce any such provision.