What It Costs, LLC Terms of Use

Last Modified September 10, 2007

I. Acceptance/Modification of Terms. What It Costs, LLC, a Rhode Island Limited Liability Company, including its successors and assigns, ("WhatItCosts") operates the What It Costs, LLC cost information Internet site (the "Site"). By using the Site, you accept and agree to the following terms and conditions. At its sole discretion, WhatItCosts may modify or revise these Terms of Use and/or Privacy Statement or its other policies at any time. Your continue use of the Site represents your acceptance of these modifications and/or revisions.

II. Minimum Age Requirement. This Site is intended for use by persons who are at least 18 years old, or the legal age required to form a binding contract in your jurisdiction if that age is greater than 18. By using the Site, you represent and warrant that you are at least 18 years old and of legal age to form a binding contract, and you hereby ratify any prior grant of rights, consents, agreements, assignments and waivers made by you.

III. License/Use of the Site. WhatItCosts grants you a non-exclusive license to access and use the Site for personal, noncommercial purposes. You may not resell or make any derivative use or works of the Site or its contents. You may not use in conjunction with the Site any data mining, robots, or similar data gathering and extraction tools. The Site is covered by United States copyright laws and international laws and treaties. Without the express prior written consent of WhatItCosts, neither the Site nor any anything in the Site may be reproduced, sold, visited, or otherwise exploited for any commercial purpose. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on WhatItCosts's computer systems or communications infrastructure. You agree that you will not use any software robot, spider, other automatic device or manual process to monitor or copy Site pages or the content contained therein without WhatItCosts's express prior written consent.

IV. Content. The Site includes content about what things cost for informational purposes only. The Site may contain information provided by parties unaffiliated with WhatItCosts. WhatItCosts does not endorse any product, service, merchant, or service provider that may be mentioned in the Site, and makes no representation or warranty that any content of the Site is verified, accurate, complete, reliable, current or error-free. You use the Site at your own risk and agree that WhatItCosts shall have no liability for any inaccuracy or incompleteness of any content on the Site.

V. User Submitted Content. The Site may allow you to contribute content (the “Submitted Content”). You warrant and represent that (a) you own all rights in the Submitted Content and the performance contained in the Submitted Content or, alternatively, you have acquired all necessary rights in the Submitted Content to enable you to grant to WhatItCosts the rights in the Submitted Content described herein and for us to exercise the rights with respect to the Submitted Content that you grant herein; (b) you have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of the Submitted Content; (c) you are the individual pictured, depicted, and/or heard in the Submitted Content, or, alternatively, you have obtained permission (and, if applicable, publicity rights) from each person (including consent from parents or guardians for any individual under the age of eighteen (18)) who appears and/or is heard in the Submitted Content to grant the rights to WhatItCosts described herein; (d) you will make such permissions available to WhatItCosts upon request; (e) the Submitted Content is not defamatory in nature, does not infringe the intellectual property rights, privacy, rights to publicity or any other legal or moral rights of any third party; and (f) the Submitted Content is not false, inaccurate or misleading You agree to keep all records necessary to establish that the Submitted Content does not violate any of the foregoing representations and warranties and to make such records available upon the request of WhatItCosts all without the violation of any other person's intellectual property or other rights or of any laws or regulations. You acknowledge that the Site does not have any "digital rights management" or other security technology features to restrict someone who receives the Submitted Content from copying and redistributing it. By contributing the Submitted Content to the Site, you grant WhatItCosts a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute the Submitted Content and/or incorporate the Submitted Content into any form, medium or technology, and you also grant the right to WhatItCosts to sublicense any and all of the foregoing rights to third parties, in all cases without compensation to you. In addition, you warrant that all "moral rights" that you may have in the Submitted Content have been voluntarily waived by you. You agree that none of the Submitted Content shall be subject to any obligation of confidence on the part of WhatItCosts, its agents, subsidiaries, affiliates, or other partners and their respective directors, officers, employees, agents and representatives.

VI. Other Businesses. WhatItCosts may provide links to the sites of third-party merchants, affiliated companies, partners and other parties. Your use of such sites is at your own risk and WhatItCosts shall have no responsibility for anything that might be contained in such sites.

VII. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. THE SITE IS PROVIDED BY WHATITCOSTS ON AN "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHATITCOSTS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, GRAPHICS, LINKS, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON THE SITE, OR THEIR ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATITCOSTS SHALL NOT BE RESPONSIBLE FOR ANY CONTENT ON THE SITE PROVIED BY A THIRD PARTY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE OR ANY TRANSACTION RESULTING THEREOF IS SOLELY AT YOUR OWN RISK. WHATITCOSTS DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF WHATITCOSTS'S CONTROL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHATITCOSTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS REGARDING THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHATITCOSTS MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES REVIEWED ON THE SITE OR BOUGHT AND/OR SOLD BASED ON INFORMATION ON THE SITE, OR THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM WHATITCOSTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATITCOSTS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES.

CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENTS OF THE SITE, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, WITH WHATITCOSTS'S PRIVACY POLICY OR ANY OTHER POLICIES OF THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE.

VIII. Indemnification. To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold WhatItCosts, its subsidiaries, affiliates, partners, and other parties with which WhatItCosts is under contract, and their respective officers, directors, employees and agents free and harmless from and against any claims, actions and demands, including, without limitation, any legal and accounting fees resulting from your use of the Site and/or your breach of the Terms of Use and Privacy Statement, and/or resulting from any and all content you submit to WhatItCosts and/or the Site. WhatItCosts shall provide notice to you of any such claim, suit or proceeding.

IX. Governing Law. The Terms of Use will be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to principles of conflicts or choice of law. Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, for which action may be taken in any court of competent jurisdiction, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in force. The arbitration hearings and all meetings pursuant to this section shall be held in Providence, Rhode Island USA, and shall be conducted in English. If the parties cannot agree upon a single arbitrator within fifteen (15) days after demand by either of them, each party shall select one arbitrator knowledgeable about Internet commerce in Rhode Island and the USA generally, and notify the other of its selection, and such two arbitrators shall select a third from a list of arbitrators (with knowledge of the Internet industry) qualified by the American Arbitration Association in Rhode Island. If this procedure for selecting arbitrators fails, then a neutral arbitrator based in Rhode Island with knowledge of Internet commerce in Rhode Island and the USA generally shall be selected by the American Arbitration Association to resolve the dispute. The arbitrator(s) shall conduct a hearing within thirty (30) days after their selection. A majority of the arbitrators (if there is more than one pursuant to this clause) shall determine the decision/award, which shall be rendered within five (5) days after the completion of the hearing. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys' fees or arbitrators' fees under this section.

X. Notice. Any notice relating to The Terms of Use Statement should be sent to:

What It Costs, LLC P.O. Box 4971 Middletown, RI 02842

XI. Miscellaneous. If any provision of the Terms of Use or the Member Agreement is held to be invalid, void or unenforceable for any reason, such provision shall be struck and the remaining provisions shall remain enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that the Terms of Use and all agreements and notices incorporated herein may be automatically assigned by WhatItCosts, in our sole discretion, to a third party. You may not assign your obligations to any other entity.

Copyright © 2009 WhatItCosts, LLC. All rights reserved.