Terms of Service and User Agreement

Welcome to GroupGain.com, the next generation of online shopping and e-commerce service based on group aggregation and discounts. GroupGain.com is an online shopping service provided by GroupGain Inc. (GroupGain) that enables buyers to join forces and aggregate with other individuals into virtual buying clubs and thus potentially reducing the prices of products they are interested in buying. GroupGain.com buyers collaborate via chat, e-mail and VOIP in order to reduce prices rather than bidding against each other. The system supports several shopping mechanisms, such as fixed pricing and dynamic pricing, and includes a unique interactive user interface that adds an entertainment value to the shopping experience. GroupGain.com also provides a mechanism for buyers to generate demand for products or services they are seeking, some of which might not exist (still on the drawing board, or in conceptual stages) which could be utilized as a crystal ball in forecasting demand and trends. This system empowers buyers with the ability to control price by letting sellers bid against each other at the end of an aggregation process that was initiated by the buyers.

1. ACCEPTANCE OF TERMS

The following describes the terms on which GroupGain offers you access to GroupGain.com. Whether acting as a buyer or a seller, you hereby acknowledge that clicking on the I Agree button signifies your agreement to be bound by these Terms and Conditions in connection with your participation in online auctions. You hereby represent and warrant to GroupGain as well as to the other users who participate in the auctions that the you have the authority and the capacity to enter into legally binding commitments. GroupGain reserves the right to update or modify these Terms and Conditions at any time, without prior notice to you, by posting revised Terms and Conditions on this website. Your use of GroupGain.com following any such change constitutes your unconditional agreement to follow and be bound by these Terms and Conditions as changed. We encourage you to review these Terms and Conditions whenever you use GroupGain.com.

2. SITE USE

GroupGain.com acts only as a platform for buyers and sellers to contract with each other. GroupGain shall not be involved in any actual transactions between buyers and sellers. As a result, GroupGain has no control over the quality, safety or legality of the products or services listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy item. GroupGain cannot guarantee that a buyer or seller will perform any obligation in connection with a specific transaction. GroupGain cannot and does not confirm each user's purported identity, nor the representative capacity or authorization of a user. You (and not GroupGain) are solely responsible for all of the terms and conditions of transactions by or between you and any other user, including, without limitation, terms regarding warranties, insurance, shipping fees, taxes, titles, licenses, permits, fines, handling, transportation and storage. If you have a dispute with one or more other users, you hereby release GroupGain (and its officers, directors, agents and/or employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. GroupGain does not control the information provided by users which is made available through GroupGain.com. You (and not GroupGain) are solely responsible for any offensive, harmful, inaccurate, or deceptive information posted on GroupGain.com. GroupGain reserves the right to review postings, to remove any postings and to terminate your ability to list a product or service on GroupGain.com or to participate in auctions on GroupGain.com at any time without notice, in GroupGain's sole discretion. GroupGain reserves the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or material, in whole or in part, in its sole discretion. You agree not to:
* attempt to unlawfully manipulate the price of any item or to interfere with any other user's activities on GroupGain.com;
* copy, reproduce, alter, modify, create derivative works of, or publicly display any third-party's content without the prior written permission of the appropriate third party;
* compile and collect passwords and names, e-mails, photos, links. Content should not be transferred or copied from GroupGain.com for use with any other product or service;
* provide false, inaccurate, or incomplete information about yourself when registering with GroupGain.com or when participating in an auction;
* have more than one active account or sell, trade, transfer your account to another party or permit others, including users whose accounts have been terminated, to access GroupGain.com using your account or User ID. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur in connection with your password or account. You agree to immediately notify GroupGain of any unauthorized use of either your password or account or any other breach of security. You hereby grant GroupGain and all other persons or entities involved in the operation of GroupGain.com the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of GroupGain.com;
* fail to provide payment for services purchased by you;
* fail to provide services or goods purchased from you;
* advertise inaccurate, false, misleading and defamatory content; and You agree to comply with all applicable laws, statutes, ordinances and regulations regarding the purchase and sale of goods and services on GroupGain.com and the use of GroupGain.com.

3. PROPRIETARY RIGHTS

GroupGain owns and retains all proprietary rights in GroupGain.com. GroupGain.com contains the copyrighted material, including links and compilations of individual data, trademarks, and other proprietary information of GroupGain and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.

4. FEES AND SERVICES

Joining GroupGain.com is free. GroupGain does charge fees for using other services, such as a commission from transactions and verification services. When selling a product or a service you will have an opportunity to review and accept any fees charged by GroupGain. GroupGain may change the fees charged for the services provided from time to time and without prior notice. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with your use of GroupGain.com in a timely manner with a valid payment method.

5. CONTENT LICENSE

You hereby grant GroupGain a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) of any content owned by you and posted on GroupGain.com, in any media known now or in the future (GroupGain shall use these rights to host and display your content).

6. PRIVACY

GroupGain uses your information only as described in these Terms and Conditions and in the GroupGain Privacy Policy. GroupGain views protection of your privacy as a very important community principle.

7. COMMUNICATIONS

In the course of providing services, GroupGain may need to communicate with you via email (see GroupGain Privacy Policy to learn more about communications). You agree to receive emails which are specific to your account and necessary for the normal functioning of the services provided by GroupGain, including a series of welcome emails which help inform you about various features of GroupGain.com.

8. NO WARRANTY; LIMITATIONS ON LIABILITY

GROUPGAIN DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR THE RELIABILITY OF ANY STATEMENT OR ANY OTHER INFORMATION DISPLAYED ON GROUPGAIN.COM. YOU HEREBY ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH STATEMENT OR OTHER INFORMATION SHALL BE AT YOUR SOLE RISK. GROUPGAIN PROVIDES THE SERVICES "AS IS" AND WITHOUT ANY WARRANTY OF PERFORMANCE OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. GROUPGAIN DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO GROUPGAIN.COM AND OPERATION OF GROUPGAIN.COM MAY BE INTERRUPTED AT ANY TIME. GROUPGAIN AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL GROUPGAIN OR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF GROUPGAIN.COM OR THESE TERMS AND CONDITIONS. GROUPGAIN’S LIABILITY TO YOU OR TO ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY YOU TO GROUPGAIN IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

9. INDEMNITY

You agree to indemnify and hold GroupGain and its subsidiaries, affiliates, officers, directors, agents, representatives and employees, harmless from any claim or demand, including reasonable attorney fees, made by any third party due to or arising out of your use of GroupGain.com, your breach of these Terms and Conditions, or from any violation of any law or rights of a third party.

10. GENERAL

Headings are for reference purposes only and in no way define, limit, or describe the scope or extent of such section. If any provision of these

Terms and Conditions

is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. GroupGain's failure to act with respect to a breach by you shall not waive GroupGain's right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement between you and GroupGain with respect to the subject matter hereof.

11. ARBITRATION

Any controversy or claim arising out of or relating to these Terms and Conditions or GroupGain's services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. 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 arbitration shall be conducted in Boston, Massachusetts, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or GroupGain.com may seek any interim or preliminary relief from a court of competent jurisdiction in Boston, Massachusetts necessary to protect GroupGain's or your rights or property pending the completion of arbitration.

12. CHOICE OF LAW

These Terms and Conditions shall be interpreted in accordance with, and governed by the laws of the Commonwealth of Massachusetts, United States of America, without giving effect to its choice of law provisions.