Member Agreement

Welcome to the Wallop Member Agreement (the "Agreement"). If Wallop accepts your Member Sign-up Form, you will become a "Member" having access to the Site and Services only under the policies, terms and conditions below. For convenience, we will refer to the Wallop.com website and all linked pages as the "Site." We will refer to any products or services, as well as the offering of any materials displayed or performed on the Site (including, but not limited to text, graphics, news articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content"), you may receive from Wallop and other Members on the Site as the "Services." Members who solicit or receive Services from Wallop or other Members will be referred to as "Customers." Members who provide Services will be referred to as "Sellers." The policies, terms and conditions below limit Wallop's liability and obligations to you and allow Wallop to change, suspend or terminate your access to and use of the Site and Services. We urge you to carefully read the following terms and conditions, and all policies referenced below or elsewhere on the Site. The following policies and rules are incorporated into the Agreement by reference and provide additional terms and conditions: Privacy Policy and Copyright Policy.

YOU UNDERSTAND THAT BY CLICKING THE BUTTON TO CONTINUE TO THE REGISTRATION PAGE OR BY USING THE SITE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT AND THAT YOU WILL BE BOUND IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. ALL USE OF THE SITE AND SERVICES IS SUBJECT TO YOUR FULL COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE POLICIES, TERMS AND INSTRUCTIONS REFERENCED IN THE SITE WHICH ARE HEREBY INCORPORATED AND CONSIDERED AS PART OF THESE TERMS. YOU MUST ACCEPT WITHOUT MODIFICATION ALL OF THE TERMS, CONDITIONS, POLICIES AND NOTICES REFERENCED IN THIS AGREEMENT IN ORDER TO ACCESS AND USE THE SITE AND SERVICES. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES.

THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY BELOW. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE AGREEMENT.

1. Eligibility to use the Site and Services is limited. The Site and Services are available only to persons who are at least 18 years old and are otherwise capable of forming legally binding contracts under applicable law. You shall not use the Site or Services, or become a Member if you are located or reside in a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens. Such countries include, without limitation, Afghanistan, Burma, Cuba, Iran, Libya, North Korea, Serbia, Syria, and Sudan.
2. You use or provide Services at your own risk.
   1. Wallop does not evaluate, provide or control in any manner the Services or commercial transactions between Members. Wallop does not verify, guarantee or make any representations regarding the identity of any Member. Wallop is not responsible for the truth, accuracy, completeness, safety, timeliness, legality or applicability of anything said or written by Members. Wallop is not responsible for your or any Member's use or exchange of any information, files or goods between Members. You are solely responsible for, and will exercise caution, discretion and judgment in, using the Site and Services and in disclosing personal information to other Members.
   2. If you have a dispute with another Member or suffer any harm arising out of or connected with any Services, you shall and hereby do release, and waive all claims against, Wallop (and its employees, officers, shareholders, suppliers and agents) from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any Services or with regard to such disputes. You expressly waive any and all rights and benefits conferred upon you by the provisions of California Civil Code § 1542 or similar provisions of other applicable law.
3. Wallop may modify this Agreement, or suspend or terminate your use of the Site at any time without notice to you.
   1. Wallop reserves the right in its sole discretion to modify, suspend or discontinue the Site or the price or charge for any Service or modify the terms and conditions of your use of the Site, for any reason, at any time and without notice. All modified terms and conditions will be effective 30 days after they are initially posted on the Site. You are responsible for regularly reviewing this Agreement and if any modification is not acceptable to you, your only recourse is to cease using the Site and Services. By continuing to use the Site or any Services following any posting of a new Agreement or policies on the Site, you accept and agree to be bound by the new Agreement or policies.
   2. Without limiting other remedies, Wallop may at any time suspend or terminate your membership and refuse to provide access to the Site without reason or notice to you. In addition, Wallop may notify your bank and/or authorities or take any actions it deems appropriate without notice to you, (a) if Wallop suspects that you have failed to comply with any provision of this Agreement or any policies or rules established by Wallop; (b) if Wallop is unable to verify or authenticate any billing or payment information you provide to Wallop; or (c) if Wallop suspects that your actions may be illegal or cause liability, harm or disruption for you, our users, Wallop or the Site. Without limiting the foregoing, Wallop reserves the right to terminate your Wallop account if you misuse the credit card chargeback process. Wallop reserves the right to contest credit card chargebacks, in accordance with the rules of the applicable card issuer or card association. If you initiate a chargeback claim, you agree to provide to any requesting party on a timely basis any and all necessary documentation to resolve the disagreement. Wallop does not act as your agent in any transaction or resulting disagreement. You have the right to cancel your membership in Wallop by emailing Wallop at .
   3. Upon suspension, termination or cancellation of your account, your right to access the Site and use the Services will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Any suspension, termination or cancellation will not affect your obligation to pay any amounts due to Wallop.
4. Relationship of Parties. The Site is a medium to permit communication and the exchange of electronic content among and between Wallop and its Members. As a Member, you are not an employee, agent or contractor of Wallop, and you shall not represent that you are any of the foregoing. You are solely responsible for all equipment necessary to access and use the Site, and for reporting and payment of all taxes associated with fees transferred to you by Wallop.
5. Registration and Security. As a condition to using the Services, you are required to register with Wallop and select a password and Member name ("Wallop User ID"). You must provide Wallop with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a Wallop User ID a name of another person with the intent to impersonate that person; or (ii) use as a Wallop User ID a name subject to any rights of a person other than you without appropriate authorization. Wallop reserves the right to refuse registration of, or cancel a Wallop User ID in its discretion. You shall be responsible for maintaining the confidentiality of your Wallop password.
6. You are solely responsible for all use made of the Site and Services under your password and account information and agree to pay for all Services purchased using your password and account information.
   1. Some of the Services require payment of fees. You shall pay all applicable fees, as described on the Site in connection with such Services selected by you. If you are a Customer, you hereby authorize Wallop to collect fees for each transaction by debiting your Wallop account immediately upon conclusion of each transaction regardless of quality or completeness. Any fees paid hereunder are non-refundable. When funding your Wallop account, there is a $10 minimum charge for all credit card transactions. You authorize Wallop, directly or through third parties, to make any inquiries we consider necessary to validate your account and/or listing information. Based on account use and other factors identified by Wallop from time to time in its sole discretion, Wallop may require verification of your credit, identity and/or other background information in order for you to continue using the Site. In such event, you agree to provide Wallop with additional information requested, and you consent to Wallop's disclosure of your personal information to third party service providers in order to verify your credit, identity and/or other background information. You authorize Wallop to obtain a consumer credit report from consumer credit reporting agencies and to verify your identification.
   You agree to maintain the confidentiality of your password and account information and to supervise all activities that occur under your Wallop User ID, password or account, including, but not limited to, all usage of the Site by other persons under your Wallop User ID and password. Wallop is not responsible for any loss that you may incur as a result of any unauthorized person using your account or password. You agree that Wallop may use information provided by you as described in the Wallop Privacy Policy.
7. In using or accessing the Site or Services, you agree to comply with the following:
   1. You will not use the Site for any purpose that is unlawful, fraudulent or contrary to this Agreement and other Wallop policies and you will cooperate fully with Wallop to investigate any suspected unlawful, fraudulent or improper activity, including but not limited to granting authorized Wallop representatives access to any password-protected portions of your Wallop account. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable Content.
   2. You will not use the Site or its Services to transmit, route, provide connections to, or store any material that violates or promotes the violation of the intellectual property rights of any third party.
   3. You will not contribute any Content that is libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party.
   4. You will not circumvent or attempt to circumvent the Site using third party payment services.
   5. You will not use the Site in any manner that abuses, harasses, threatens, impersonates or intimidates another Member or could interfere with any other party's use or enjoyment of the Site. You will respect the privacy of others and not use the Site for unwelcome, rude or abusive communications.
   6. You will not attempt to gain unauthorized access to any Wallop account information, computer systems or networks associated with the Site.
   7. You will not harvest or otherwise collect information about others, including e-mail addresses, without their consent.
   8. You will not attempt to obtain any information or materials relating to the Site through any means not intentionally made available through the Site.
   9. You will not "frame" or "mirror" or otherwise copy any portion of the Site without Wallop's express written authorization.
   10. You will continue to provide true, accurate and complete payment registration information and to maintain and promptly update your information as applicable, and you will not use false identities or impersonate any other person or use a name that you are not authorized to use.
   11. You will not use the Site for purposes of multi-level marketing proposals (for example, offering to help participants "get rich quickly," "lose weight now," or "make money surfing the Web").
   12. You will not transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of email.
   13. You will not combine with other Members to induce, promote or conduct any illegal conspiracy or other effort intended to harass others or disrupt the business of others.
   14. You will not use the Site to create listings that promote bonus items, giveaways, random drawings, prizes, contests or games of chance.
   15. You will not take any actions which may undermine the Member referral system, or the Member feedback system used to solicit feedback from Members.
   16. You will not create obscene, offensive, tasteless, defamatory or hateful Wallop User IDs.
   17. You agree not to modify, adapt, or disable the Site or modify another website so as to falsely imply that it is associated with the Site.
   18. You will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in Wallop's sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site.
   19. You will not encourage or instruct any other individual to do any of the foregoing or to violate any term of this Agreement and other Wallop policies.
8. Site Content.
   1. Subject to any applicable fees, you may download the Content, and other items displayed on the Site for download, for your personal and non-commercial use only, provided that you maintain all copyright and other notices contained in such Content. Copying or storing of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Wallop, or from the copyright holder identified in such Content's copyright notice.
   2. The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this Section of the Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. You agree to abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services.
   3. You expressly acknowledge and agree that any Content, material, ratings, suggestions and/or comments that you make available on the Site may be made freely available by Wallop through any of the Services, including without limitation for download by other Members, and that this permission is made and granted in consideration of your use of the Services and is nonexclusive, perpetual, royalty-free, irrevocable and transferable (and includes all related intellectual property rights). Wallop's rights include, without limitation, the rights to: copy, distribute, offer, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your contribution; to publish your name in connection with your contribution; and the right to sublicense such rights to any supplier or vendor related to the Site. Except as expressly set forth in the Seller Payment Policy, no compensation will be paid with respect to Wallop's use of Content which you contribute to the Site.
   4. You warrant, represent and agree that: (i) you own the Content posted by you on the Site or otherwise have the right to grant the rights set forth in this Section, (ii) your Content does not violate the privacy rights, publicity rights, copyright rights, intellectual property rights, or any other rights of any person, (iii) the posting of your Content on the Site does not result in a breach of any contract between you and a third party, and (iv) your Content is not libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise in violation of any law or right of any third party. Wallop has no obligation to monitor the Content on the Site. However, Wallop reserves the right to remove any Content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Wallop is concerned that you may have breached the preceding warranties), or for no reason at all. To report abuse, please email: abuse@wallopcorp.com
   5. You, not Company, remain solely responsible for all Content that you upload, post, e-mail, transmit, or otherwise disseminate using, or in connection with, the Services.
9. Indemnity. You will indemnify and hold harmless Wallop, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys' fees and costs), from any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, violation of this Agreement, or the violation by you, or any third party using your account, of any intellectual property or other right of any person or entity.
10. Wallop disclaims any warranties or representations regarding the Site and Services. You acknowledge that Wallop has no control over, and no duty to take any action regarding: which users gain access to the Site; what Services you access via the Site; what effects the Services, including Content, may have on you; how you may interpret or use the Services; or what actions you may take as a result of having been exposed to the Services. You release Wallop from all liability for having acquired or not acquired Services through the Site. The Site may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Wallop makes no representations concerning any content contained in or accessed through the Site, and Wallop will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. THE SITE AND ANY SERVICES OR GOODS OBTAINED THROUGH THE SITE ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. WALLOP AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, PRODUCTS AND ALL COMMUNICATIONS BETWEEN MEMBERS MADE THROUGH THE SITE, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition, Wallop makes no representation or warranty that the operation of the Site or the provision of Services will be error free. Some states do not allow the exclusion of warranty, so the above exclusions may not apply to you.
11. Wallop's liability for your access and use of the Site and Services is limited. UNDER NO CIRCUMSTANCES WILL WALLOP OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WALLOP AND ITS SUPPLIERS' AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES ACTUALLY EARNED BY WALLOP FROM YOU (AFTER PAYMENTS TO MEMBERS AND OTHER THIRD PARTIES) IN THE PREVIOUS TWELVE (12) MONTHS AND (b) $100. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.
12. Links to Other Websites. THE SITE MAY CONTAIN LINKS TO OTHER THIRD PARTY WEB SITES ("LINKED SITES"). THE LINKED SITES ARE NOT UNDER THE CONTROL OF WALLOP AND WALLOP IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE, INCLUDING WITHOUT LIMITATION ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO A LINKED SITE. WALLOP IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM A LINKED SITE. WALLOP IS NOT RESPONSIBLE FOR SERVICES OR APPLICATIONS OFFERED FROM ANY LINKED SITE. WALLOP IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY WALLOP OF THE SITE OR ANY ASSOCIATION WITH ITS OPERATORS.
13. Notice. Any notice or other communication to be given hereunder will be in writing and given (a) by Wallop via facsimile, receipt confirmed, United States mail, or email (in each case to the number or address that you provide) and (b) by you via email to notice@wallopcorp.com. The date of receipt shall be deemed the date on which such notice is transmitted in the case of facsimile or email, and 5 days after receipt by the U.S. Postal Service in the case of United States mail.
14. No Assignment. You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Wallop. Any such purported assignment or delegation by you without the appropriate prior written consent of Wallop will be null and void and of no force or effect, unless otherwise expressly consented to by Wallop at its sole and absolute discretion. Wallop may assign, delegate and transfer this Agreement or any of its rights or obligations hereunder at any time without consent.
15. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.
16. Arbitration. Except as specified in this Section, any controversy or claim arising out of or relating to this Agreement or its subject matter shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS"). Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Wallop may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
17. You consent to the use of electronic means to complete this Agreement, use the Site and Services, to the use of electronic records to store information related to this Agreement or your use of the Site and to provide you with any notices given pursuant to this Agreement. You can request a copy in paper form of this Agreement and any other policies relating to this Agreement by sending a written request to Wallop Technologies, Inc. 333 Bryant, Suite LL 120, San Francisco, CA 94107. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format.
18. Miscellaneous. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. Wallop's failure to act with respect to a breach by you or others does not waive Wallop's right to act with respect to subsequent or similar breaches. The failure of Wallop to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Wallop shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Wallop's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AS IF MADE IN CALIFORNIA BY TWO RESIDENTS OF THAT STATE. This Agreement together with the rules and policies of Wallop constitutes the entire agreement between Wallop and you with respect to the subject matter hereof, supersedes all prior agreements and understandings, whether or not written, and is not intended to confer upon any third parties any rights or remedies hereunder.