TERMS OF USE AGREEMENT

Pedlr.com is a networking service that allows Members to create unique personal profiles online in order to find and communicate with other Members. Pedlr.com also offers Members a venue to sell and buy Posted Content in a variety of pricing formats and payment mechanisms. The services offered by Pedlr.com ("Pedlr.com" or "we") include the Pedlr.com website (the "Pedlr Website") and any other features, content, or applications offered from time to time by Pedlr.com in connection with the Pedlr Website (collectively, the "Pedlr Services").

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for the use of the Pedlr Services. By using the Pedlr Services, any "Member" (which means that you have registered with Pedlr.com and set up a "Pedlr Account") or a "Visitor" (which means that you have not registered with Pedlr.com but browse the Pedlr Website) agrees, with the intent to be legally bound to adhere to the terms and conditions of this Agreement. The term "User" refers to a Visitor or a Member. You are only authorized to use the Pedlr Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Pedlr Website and discontinue use of the Pedlr Services immediately.

This Agreement includes Pedlr.com's policy for acceptable use of the Pedlr Services and Content posted on the Pedlr Website, your rights, obligations and restrictions regarding your use of the Pedlr Services. Additionally, the terms of the Pedlr.com Privacy Policy are incorporated into and made part of this Agreement.

You may receive a copy of this Agreement by emailing us at: , Subject: Terms of Use Agreement.

Please choose carefully the information you post on Pedlr.com and that you provide to other Users. Your Pedlr.com profile may not include the following items: any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other Pedlr.com Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Pedlr.com assumes no responsibility or liability for this material. If you become aware of misuse of the Pedlr Services by any person, please contact Pedlr.com at .

Pedlr.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Pedlr Services at any time, for any or no reason, with or without prior notice, and without liability.

1. Eligibility. Use of and Membership in the Pedlr Services is void where prohibited. By using the Pedlr Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the Pedlr Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe, in our sole discretion, that you are under 14 years of age.

2. Term. This Agreement shall remain in full force and effect while you use the Pedlr Services or are a Member. You may terminate your Membership at any time, for any reason, by contacting Pedlr.com at . Pedlr.com may terminate your Membership for any reason or no reason whatsoever, at any time, immediately and without notice. This Agreement will survive and remain in full force and effect after Membership is terminated for any reason or no reason whatsoever.

3. Fees. You acknowledge that Pedlr.com reserves the right to charge for the Pedlr Services and to change its fees from time to time in its discretion. If Pedlr.com terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Pedlr.com immediately at if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

5. Commercial Use by Users.

   1. The Pedlr Services may be used in connection with the sale and licensing of Content between Members and other Users.

   2. Any payment for any Content purchased or licensed between Members and other Users shall be made through Paypal or any other payment method authorized by Pedlr.com.

   3. Illegal and/or unauthorized use of the Pedlr Services, including collecting usernames or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Pedlr Website is strictly prohibited.

   4. Pedlr.com is not involved in the actual transaction between buyers and sellers or licensees and licensors. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of 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.

   5. We do not transfer legal ownership of items from the seller to the buyer, and nothing in this Agreement shall modify the governing provisions of the Uniform Commercial Code § 2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with Uniform Commercial Code § 2-401(2). Further, we cannot guarantee continuous or secure access to our services, and operation of the Pedlr Website 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 out of your use of our Sites. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

   6. 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.

   7. Nothing contained in this Agreement shall limit Pedlr.com's ability to pursue legal action for any illegal or unauthorized use of the Pedlr Services.

6. Proprietary Rights in Content on Pedlr.com.

   1. Pedlr.com does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the Pedlr Services. After posting your Content to the Pedlr Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the Pedlr Services, you hereby grant to Pedlr.com a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Pedlr Services at Pedlr.com's sole discretion.

   2. The license granted to Pedlr.com is non-exclusive (meaning you are free to license your Content to anyone else in addition to Pedlr.com), fully-paid and royalty-free (meaning that Pedlr.com is not required to pay you for the use on the Pedlr Services of the Content that you post), sublicensable (so that Pedlr.com is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Pedlr Services), and worldwide (because the Internet and the Pedlr Services are global in reach). This license will terminate at the time you remove your Content from the Pedlr Services. The license does not grant Pedlr.com the right to sell your Content, nor does the license grant Pedlr.com the right to distribute your Content outside of the Pedlr Services.

   3. You represent and warrant that: (i) you own the Content posted by you on or through the Pedlr Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Pedlr Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Pedlr Services.

   4. The Pedlr Services contain Content of Pedlr.com ("Pedlr.com Content"). Pedlr.com Content is protected by copyright, trademark, patent, trade secret and other laws, and Pedlr.com owns and retains all rights in the Pedlr.com Content and the Pedlr Services. Pedlr.com hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Pedlr.com Content (excluding any software code) solely for your personal use in connection with viewing the Pedlr Website and using the Pedlr Services.

   5. The Pedlr Services contain Content of Users and other Pedlr.com licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Pedlr Services. Any use of Content prohibited by this Agreement may result in the termination of Membership.

7. Content Posted.

   1. Pedlr.com may delete any Content that in the sole judgment of Pedlr.com violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Pedlr.com assumes no responsibility for monitoring the Pedlr Services for inappropriate Content or conduct. If at any time Pedlr.com chooses, in its sole discretion, to monitor the Pedlr Services, Pedlr.com nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content, except as required by law.

   2. You are solely responsible for the Content that you post on or through any of the Pedlr Services, and any material or information that you transmit to other Members and for your interactions with other Users. Pedlr.com does not endorse and has no control over the Content. Content is not necessarily reviewed by Pedlr.com prior to posting and does not necessarily reflect the opinions or policies of Pedlr.com. Pedlr.com makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

8. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Pedlr Services. Pedlr.com reserves the right to investigate and take appropriate legal action against anyone who, in Pedlr.com's sole discretion, violates this provision, including without limitation, removing the offending communication from the Pedlr Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Pedlr.com:

   1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

   2. harasses or advocates harassment of another person;

   3. exploits people in a sexual or violent manner;

   4. contains nudity, violence, or offensive subject matter or contains a link to an adult website;

   5. solicits personal information from anyone under 18;

   6. provides any telephone numbers, street addresses, last names, URLs or email addresses;

   7. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

   8. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

   9. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

   10. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

   11. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

   12. solicits passwords or personal identifying information for unlawful purposes from other Users;

   13. includes a photograph of another person that you have posted without that person's consent; or

   The following is a partial list of the kind of activity that is illegal or prohibited on the Pedlr Website and through your use of the Pedlr Services. Pedlr.com reserves the right to investigate and take appropriate legal action against anyone who, in Pedlr.com's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

   14. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

   15. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Pedlr Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Pedlr.com reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Pedlr.com deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Pedlr Services, you acknowledge that you will have caused substantial harm to Pedlr.com, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Pedlr.com $100 for each such unsolicited email or other unsolicited communication you send through the Pedlr Services;

   16. covering or obscuring the banner advertisements on your personal profile page, or any Pedlr.com page via HTML/CSS or any other means;

   17. any automated use of the system;

   18. interfering with, disrupting, or creating an undue burden on the Pedlr Services or the networks or services connected to the Pedlr Services;

   19. attempting to impersonate another Member or person;

   20. for band profiles, copying the code for your Pedlr Player and embedding it into other profiles or asking other Members to embed it into their profiles;

   21. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

   22. selling or otherwise transferring your profile;

   23. using any information obtained from the Pedlr Services in order to harass, abuse, or harm another person;

   24. using the Pedlr Services in a manner inconsistent with any and all applicable laws and regulations.

9. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Pedlr.com to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to Pedlr.com by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Pedlr Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Pedlr Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Pedlr.com's Copyright Agent for notice of claims of copyright infringement can be reached as follows:
   
   Copyright Agent
   Motive Force, LLC
   2129 Grandeur Dr.
   Gibsonia, PA 15044
   Email:.
   
   

10. Member Disputes. You are solely responsible for your interactions with other Pedlr.com Members. Pedlr.com reserves the right, but has no obligation, to monitor disputes between you and other Members.

11. Privacy. Use of the Pedlr Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

12. Modification. Pedlr.com may modify this Agreement at its sole discretion from time to time and such modification shall be effective upon posting by Pedlr.com on the Pedlr Website. You agree to be bound to any changes to this Agreement when you use the Pedlr Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

13. Disclaimers. Pedlr.com is not responsible for any incorrect or inaccurate Content posted on the Pedlr Website or in connection with the Pedlr Services, whether caused by Users of the Pedlr Services or by any of the equipment or programming associated with or utilized in the Pedlr Services. Profiles created and posted by Members on the Pedlr Website may contain links to other websites. Pedlr.com is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Pedlr.com. Inclusion of any linked website on the Pedlr Services does not imply approval or endorsement of the linked website by Pedlr.com. When you access these third-party sites, you do so at your own risk. Pedlr.com takes no responsibility for third party advertisements which are posted on this Pedlr Website or through the Pedlr Services, nor does it take any responsibility for the goods or services provided by its advertisers. Pedlr.com is not responsible for the conduct, whether online or offline, of any User of the Pedlr Services. Pedlr.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Pedlr.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Pedlr Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Pedlr Services. Under no circumstances shall Pedlr.com be responsible for any loss or damage, including personal injury or death, resulting from use of the Pedlr Services, attendance at a Pedlr.com event, from any Content posted on or through the Pedlr Services, or from the conduct of any Users of the Pedlr Services, whether online or offline. The Pedlr Services are provided "AS-IS" and as available and Pedlr.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Pedlr.com cannot guarantee and does not promise any specific results from use of the Pedlr Services.

14. Limitation on Liability. IN NO EVENT SHALL PEDLR.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF PEDLR.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PEDLR.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PEDLR.COM FOR THE PEDLR SERVICES DURING THE TERM OF MEMBERSHIP.

15. U.S. Export Controls. Software available in connection with the Pedlr Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Pedlr Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

16. Disputes. If there is any dispute about or involving the Pedlr Services, you agree that the dispute shall be governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the Commonwealth of Pennsylvania, City of Pittsburgh. Either Pedlr.com or you may demand that any dispute between Pedlr.com and you about or involving the Pedlr Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Pittsburgh, Pennsylvania, USA, provided that the foregoing shall not prevent Pedlr.com from seeking injunctive relief in any court of competent jurisdiction.

17. Indemnity. You agree to indemnify and hold Pedlr.com, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Pedlr Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Pedlr Website or through the Pedlr Services causes Pedlr.com to be liable to another.

18. Other. This Agreement is accepted upon your use of the Pedlr Website or any of the Pedlr Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Pedlr.com regarding the use of the Pedlr Services. The failure of Pedlr.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Pedlr.com is a trademark of Pedlr, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: with any questions regarding this Agreement.