The following describes the terms on which Spaggi LLC offers you access to our services. Introduction:

Welcome to Spaggi. By using Spaggi (including Spaggi.com and its related sites, services and tools), you agree to the following terms with Spaggi and the general principles for the websites of our subsidiaries and international affiliates. If you have any questions, please refer to our help section.

Scope

Before you may become a member of Spaggi, you must read and accept all of the terms in, and linked to, this User Agreement and the Spaggi Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read any linked information. By accepting this User Agreement, you agree that this User Agreement and Privacy Policy will apply whenever you use Spaggi sites or services, or when you use the tools we make available to interact with Spaggi sites and services. If you use another Spaggi site, you agree to accept the User Agreement and Privacy Policy applicable to that site. Some Spaggi sites, services and tools may have additional or other terms that we provide to you when you use those sites, services or tools.

Using Spaggi

While using Spaggi sites, services and tools, you will not:

• post content or items in an inappropriate category or areas on our sites and services;
• violate any laws, third party rights or our policies,
• use our sites, services or tools if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using our sites, services or tools;
• fail to deliver payment for items purchased by you, unless the seller has materially changed the item's description after you make an agreement to purchase, a clear typographical error is made, or you cannot authenticate the seller's identity;
• fail to deliver items purchased from you, unless the buyer fails to meet the posted terms, or you cannot authenticate the buyer's identity;
• manipulate the price of any item or interfere with other users' listings;
• circumvent or manipulate our fee structure, the billing process, or fees owed to Spaggi;
• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the sites or using it for purposes unrelated to Spaggi);
• transfer your Spaggi account (including feedback) and User ID to another party without our consent;
• distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm Spaggi, or the interests or property of Spaggi users;
• export or re-export any Spaggi tools except in compliance with the export control laws of any relevant jurisdictions;
• copy, modify or distribute rights or content from the Spaggi sites, service or tools or Spaggi copyrights and trademarks; or
• harvest or otherwise collect information about users, including email addresses, without their consent.

Abusing Spaggi

Spaggi works to keep its site and services working properly. Please report problems, offensive content, and policy violations to us.

Spaggi will do its best to ensure that listed items do not infringe upon the copyright, trademark or other intellectual property rights of third parties. If you believe that your intellectual property rights have been violated, please notify Spaggi and we will investigate. Without limiting other remedies, we may limit, suspend or terminate our service and user accounts, prohibit access to our sites and their content, services and tools, delay or remove hosted content, and take technical and legal steps to keep users off the sites if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, conducting off- Spaggi transactions, feedback manipulation, circumventing temporary or permanent suspensions or users who we believe are harassing our employees or other users). Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate accounts of users who may be repeat infringers of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue Spaggi sites, services or tools.

Buyer Protection

Business Owners and Consumers share the responsibility for making sure purchases facilitated by Spaggi are exciting, rewarding and hassle-free. We strongly encourage Business Owners to work with Consumers before opening a claim relating to a purchase. Business Owners and Consumers agree to follow the requirements of the Spaggi Policy with respect to claims. We require Spaggi sellers to comply with our resolution process. Business Owners and Consumers permit us to make a final decision, in our sole discretion, on any claim that a buyer files with Spaggi. add language here for resolving third party.

Fees and Services

Joining Spaggi is currently free. Spaggi reserves the right to change its policy at any time and charge for its services including but not limited to membership with Spaggi. Changes to Spaggi's fee schedule are effective after we provide you with at least fourteen days' notice by posting the changes on the Spaggi site. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the sites.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with our sites and services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, etc )

Content

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.

For anyone using the Spaggi site, we may offer catalogs of stock images, descriptions and product specifications that are provided by third parties (including Spaggi users). You may use catalog content solely in connection with Spaggi during the time you are doing business on the Spaggi site. While we try to offer reliable data, we cannot promise that the information will always be accurate and up-to-date, and you agree not to hold Spaggi responsible for inaccuracies . If you choose to include catalog content in your submittals, you continue to be fully responsible for your submittals and for ensuring that your submittals are accurate, do not include misleading information, and comply with this User Agreement and all Spaggi policies. The information may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included with the information or create any derivative works based on Spaggi content (other than by including them in your submittals).

Limitation of Liability

We do not transfer legal ownership of items from the seller to the buyer. California Commercial Code Section 2401(2) and Uniform Commercial Code Section 2-401(2) apply to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise, and shall govern all transactions between the buyer and seller. Further, we cannot guaranty continuous or secure access to our sites, services or tools, and operation of our sites, services or tools may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites, services and tools.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Regardless, if we are found to be liable, our liability to you or to any third party is limited to no more than $100. Any court of competent jurisdiction is authorized to rewrite and to enforce these provisions to the greatest extent possible under applicable laws. If any of these provisions should be invalid, it shall be severed from the remainder of these Terms and Conditions and the remaining terms of the Terms and Conditions shall be enforced.

You will not hold Spaggi LLC responsible for other users' content, actions or inactions, items they list or their destruction of allegedly fake items. You acknowledge our site is a venue to allow anyone to offer, sell, and buy just about anything, at anytime, from anywhere, in a variety of pricing formats and locations, such as stores, fixed price formats and other formats. We are not involved in the actual transaction between buyers and sellers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of users' content or listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction or return an item. For certain categories, particularly Motor vehicles and Real Estate, a bid or offer initiates a non-binding transaction representing a buyer's serious expression of interest in buying the seller's item and does not create a formal contract between the buyer and the seller.

Release

If you have a dispute with one or more users, you release us (and our 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 or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

Access and Interference

The sites contain robot exclusion headers. Much of the information on the sites is updated on a real-time basis and is proprietary or is licensed to Spaggi by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the sites for any purpose without our express written permission.

Additionally, you agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the sites without the prior express written permission of Spaggi and the appropriate third party, as applicable;
• interfere or attempt to interfere with the proper working of the sites, services or tools, or any activities conducted on or with the sites, services or tools; or
• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the sites.

Listing Conditions

By selling an item on Spaggi sites, you agree to pay Spaggi's fees , assume full responsibility for the content of the listing and item offered, and accept the following listing conditions: When you list an item on Spaggi's sites, your listing will be posted on Spaggi's sites and can be viewed on Spaggi. Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances), so Spaggi can't guarantee exact listing durations. Where your listing appears in search and browse results may be based on certain factors including listing format, title, bidding activity, end time, keywords, price and shipping cost, feedback, and detailed seller ratings.

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the Spaggi Privacy Policy. We view protection of users' privacy as a very important principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. For a complete description of how we use and protect your personal information, see the Spaggi Privacy Policy. If you object to your information being transferred or used in this way, please do not use our services.

Indemnity

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on Spaggi or to the email address of Spaggi. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address you provided to Spaggi or an email address you provide to Spaggi. In such case, notice shall be deemed given three days after the date of mailing or 24 hours after emailing.

Legal Disputes

If a dispute arises between you and Spaggi, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Spaggi agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by contacting our office. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

• Law and Forum for Legal Disputes - This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Spaggi must be resolved exclusively by a state or federal court located in Los Angeles County of California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes.
• Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through JAMS. JAMS shall appoint an arbitrator and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• Improperly Filed Claims - All claims you bring against Spaggi must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to the Legal Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Legal Disputes Section, Spaggi may recover attorneys' fees and costs up to $10,000, provided that Spaggi has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Additional Terms

When using particular services on our sites, you are subject to any posted policies or rules applicable to services you use through the sites, which may be posted from time to time. All such policies or rules are hereby incorporated into this User Agreement.

General

Spaggi LLC's mailing address is P.O. Box 5334, Beverly Hills, CA 90209. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others doesn't waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on this site. Except as stated elsewhere, all amended terms shall automatically be effective after they are initially posted. Additionally, we will notify you through the Spaggi Message Center or Spaggi email.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, Liability, Indemnity and Legal Disputes. In accordance with Cal. Civ. Code section1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Spaggi LLC All Rights Reserved. Designated trademarks and brands are the property of their respective owners. Use of this Web site constitutes acceptance of the Spaggi User Agreement and Privacy Policy