Last Modified April 25, 2006

Introduction

This website (the Site) is owned and operated by Accoona Corp. d/b/a EXCHANGE PLACE (EXCHANGE PLACE or we). The Site provides access to EXCHANGE PLACE's online service that enables you to get matched with participating providers of the products or services in which you are interested (Providers), and then receive offers for, and other information regarding, those products and services from those Providers (the EXCHANGE PLACE Service). The Site, the EXCHANGE PLACE Service, any software used to operate the Site or the EXCHANGE PLACE Service, and all content, features, information, communications and/or other services that EXCHANGE PLACE offers to visitors to the Site or users of the EXCHANGE PLACE Service may be referred to herein collectively as the Service. EXCHANGE PLACE provides the Service to you subject to the following Terms of Service (the Terms). By using the Site or any other portion of the Service, you agree to be bound by the Terms.

EXCHANGE PLACE may, in its sole discretion, modify the Terms without notice to you. Therefore, please continue to review the Terms when using the Service. The Last Modified date at the top of the Terms will indicate when the latest changes were made. By continuing to access and use the Service after the Terms have been modified, you are agreeing to be bound by such modifications. In addition, when using the EXCHANGE PLACE Service or any other particular services or features on the Site, you shall be subject to any guidelines or rules applicable to such services or features that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms. Unless explicitly stated otherwise, any new features that augment or enhance the Service in the future shall be considered part of the Service and subject to the Terms.

Information You Provide

You will be required to provide certain information in order to use the EXCHANGE PLACE Service or to take advantage of certain other features of the Service, such as subscribing to our e-mail list. If you choose to provide information in connection with the EXCHANGE PLACE Service or otherwise on the Site or the Service (whether you provide such information to EXCHANGE PLACE, a Provider or any other party and whether you provide it online, by phone or by any other means), you agree to: (a) provide true, accurate, current and complete information about yourself; and (b) as permitted, maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information to EXCHANGE PLACE (or any such other party participating in the Service) that is false, inaccurate, outdated or incomplete, or EXCHANGE PLACE has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, EXCHANGE PLACE has the right to suspend or terminate any EXCHANGE PLACE account you may have and prohibit any and all current or future use of the Service (or any portion thereof) by you, in addition to any other legal remedies that EXCHANGE PLACE may have against you.

Any information you provide to EXCHANGE PLACE is subject to our Privacy Policy. For more information, see our full Privacy Policy. Our Privacy Policy is hereby incorporated into the Terms by this reference.

The initial information that EXCHANGE PLACE requires a consumer to provide to EXCHANGE PLACE in order to use the EXCHANGE PLACE Service, and any additional information provided by such consumer to EXCHANGE PLACE thereafter in connection with the EXCHANGE PLACE Service, does not constitute (and shall not be deemed) an application to receive any products or services from any Provider, and may not include all information required by any Provider to make a decision about such consumer's suitability for such Providers products or services. Any application that a Provider requires from you in order to offer you products and services will be provided to you by such Provider, and if you choose to complete such application, you will return it to such Provider.

The EXCHANGE PLACE Service

Description of EXCHANGE PLACE Service
The EXCHANGE PLACE Service acts as a marketplace where you specify the products or services in which you are interested, and then you are matched with Providers of those products and services. This matching process occurs in two steps. First, we narrow down the field of potential Providers based on the information that you provide to EXCHANGE PLACE (such as your budget, your geographic location and the type of products or services in which you are interested) and based on information that we receive from Providers. Second, the remaining potential Providers can compete for the right to make offers to you by submitting to EXCHANGE PLACE the fee that they are willing to pay to EXCHANGE PLACE for that right. We will provide the contact and other information that you have provided to EXCHANGE PLACE to the Providers who are willing to pay the highest fees (in other words, who most value the opportunity to make an offer to you), and those Providers may contact you directly by phone, e-mail or other communication to obtain additional information related to your request, to submit their offers related to your request and/or to perform any customary follow-up services, as further described in our Privacy Policy. The number of Providers with whom you will be matched (and thus from whom you may receive offers or other information) will be determined by the EXCHANGE PLACE Service and disclosed to you on the Site where you submit your initial information to EXCHANGE PLACE, but such number will be at least two whenever possible. EXCHANGE PLACE does not charge you a fee to use the EXCHANGE PLACE service. EXCHANGE PLACE is paid a fee by Providers who compete for the right to make offers to you.

In order to submit your initial information to EXCHANGE PLACE and use the Service, you will need to consent (by checking a box on the information form) to being contacted by EXCHANGE PLACE and by those matching Providers who may contact you in connection with your request to receive offers, as further described in our Privacy Policy. Please note that by providing this consent, you may be contacted by telephone by EXCHANGE PLACE and such Providers notwithstanding any previous request you may have made to be placed on any national, state or company-specific do-not-call lists.

As also further set forth in our Privacy Policy, you authorize EXCHANGE PLACE to provide your information to such Providers. You further authorize such Providers to check your credit history (if applicable) or obtain any other information about you from third parties that they may deem necessary in determining the terms of their offer to you or whether or not to make an offer.

Disclaimers Regarding Providers

EXCHANGE PLACE may attempt to verify that the Providers participating in the EXCHANGE PLACE Service are reputable individuals or businesses that are legally permitted and otherwise qualified to provide the products or services that you are interested in receiving. However, if we do attempt to perform any such verification, we will be relying primarily on information provided to us by such Providers. Thus, we cannot guarantee, and we hereby disclaim any express or implied representation or warranty, that such Providers: (i) are in good standing with any business bureau or similar organization, or legally existing and doing business, in any local, state, federal or other jurisdiction; (ii) are not the subject of consumer or other complaints, any regulatory or other governmental inquiry or investigation, or any litigation or other proceeding; or (iii) are licensed, authorized or otherwise qualified to provide the products or services that they purport to provide.

In the event you submit to EXCHANGE PLACE a request to receive offers from Providers for any products or services, EXCHANGE PLACE makes no guarantee, and we hereby disclaim any express or implied warranty or representation, that: (i) you will receive offers from a certain minimum number of Providers; (ii) any offer made to you by any Provider will be accurate, will remain available for any particular duration of time or will contain any particular terms and conditions; (iii) the terms and conditions of any such offer are the best terms and conditions available in the market for such products or services; (iv) such terms and conditions are the same as or different from the terms and conditions that you would have been offered by the Provider if you had contacted the Provider directly or by other means; or (v) such terms and conditions will be acceptable or satisfactory to you. The terms and conditions under which a Provider is willing to provide any products or services to you are established solely by such Provider.

EXCHANGE PLACE's Limited Role

EXCHANGE PLACE is not a lender, mortgage or real estate broker, financial institution or provider of any other products and services other than the EXCHANGE PLACE Service. EXCHANGE PLACE does not endorse or recommend the products or services of any particular Provider or your need for any particular product or service. EXCHANGE PLACE is not an agent of either you or any Provider. EXCHANGE PLACE's services are administrative only. By providing the EXCHANGE PLACE Service, EXCHANGE PLACE is neither soliciting nor providing assistance to consumers for any particular product or service. Nothing contained herein shall constitute an offer or promise for a loan, insurance product or any other product or service. We do not give tax, investment or other financial planning advice or advocate the purchase or sale of any financial product or any other property, goods or services. You should always seek the assistance of a professional for tax, investment and other financial advice.

You acknowledge and agree that, beyond matching you with Providers in the manner described above and providing your information to those Providers so that they may contact you directly, EXCHANGE PLACE has no control over or oversight of, and will not participate or otherwise be involved in, your dealings with any Providers. Any communications, negotiations, transactions or other dealings (collectively, dealings) that you may make, have or enter into with any Provider are solely between you and such Provider. It is your sole responsibility to review and understand the terms and conditions of any offer or transaction proposed to you by a Provider prior to entering into any agreement, purchase or other commitment with respect to such offer or completing such transaction. You should rely on your own judgment (possibly in consultation with a professional advisor) in deciding which available products and/or services best suit your needs and financial means.

With respect to any products or services that you may receive from any Provider in the event you accept an offer made by such Provider through the Service, EXCHANGE PLACE makes no guarantee, and we hereby disclaim any express or implied warranty or representation, as to the quality, availability, cost, accuracy, effectiveness or any other aspect thereof or your satisfaction therewith.

You agree that neither EXCHANGE PLACE nor any EXCHANGE PLACE Parties (as defined below) will be responsible or liable for any damages, costs, expenses or other loss or liability of any sort arising out of or in any way connected with: (i) any dealings you may have with any Provider; (ii) any decisions you may make in connection therewith; (iii) your use of, inability or failure to use, or reliance on, any products or services offered by any Provider; or (iv) any other act or omission of any Provider. Your dealings with Providers and your use of any of their products or services are at your own risk.

Geographic Limitations
Certain products and/or services offered by Providers may only be available to residents of, or holders of property located in, certain localities, states and/or countries, whether because such Providers are only licensed or authorized to offer such products and/or services in such locations or for any other reason. EXCHANGE PLACE and/or Providers expressly reserve the right to discontinue, suspend or terminate the offering of any Provider products or services in any specific locality, state or other geographic location through the EXCHANGE PLACE Service, at any time and without notice to consumers.

Minors
Requests for Providers of products and/or services for various categories will be limited to consumers who are at least the age of majority in their state of residence, but in any event no less than 18 years of age, including without limitation, the following categories: financial, auto and all other motorized vehicles, real estate and other homeowner services, health and medical, telecommunications, adult and gaming. If you submit the initial information that we require for use of the EXCHANGE PLACE Service, or otherwise agree to receive offers from Providers, for products or services in any of such categories, you represent that you are at least such minimum age. By submitting such information or otherwise agreeing to receive offers from Providers for any products or services (regardless of the category of such products and services), you represent and warrant that you are not a person barred from receiving such products or services under the laws of the Unites States or any other applicable jurisdiction.

No Re-sale
You represent and warrant that you are not using the EXCHANGE PLACE Service with the intent to resell any products or services that you may obtain from any Provider from whom you receive offers through the EXCHANGE PLACE Service, or to otherwise act as a broker with respect to such products or services.

Member Account and Password

If we offer users the ability to create an account with EXCHANGE PLACE and you choose to create such an account, you will create a username and password during the account-creation process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify EXCHANGE PLACE of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. EXCHANGE PLACE (and its affiliated companies) cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Materials on the Service, Proprietary Use

You acknowledge that all materials on the Site or any other portion of the Service, including, but not limited to, design, graphics, text, pictures, software and other files and the selection and arrangement thereof (the Materials), are subject to and protected under copyright, trademark and/or other intellectual property laws and rights. All copyrighted and copyrightable Materials are owned by EXCHANGE PLACE and/or its suppliers or licensors, all rights reserved. Except as expressly authorized by the Terms or elsewhere on the Service, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit or otherwise use any of the Materials in any form or by any means, without the prior written permission of EXCHANGE PLACE or the respective copyright owner. EXCHANGE PLACE authorizes you to view and download the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. You may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes.

The trademarks, service marks, trade names, trade dress and logos (collectively, Marks) contained or described on the Site or any other portion of the Service (including, without limitation,) are the sole property of EXCHANGE PLACE, Providers and/or other suppliers or licensors and may not be copied, imitated or otherwise used, in whole or in part, without the prior written permission of EXCHANGE PLACE and/or such Providers, suppliers or licensors. In addition, all page headers, custom graphics, button icons and scripts are Marks of EXCHANGE PLACE and may not be copied, imitated or otherwise used, in whole or in part, without the prior written permission of EXCHANGE PLACE. EXCHANGE PLACE will enforce its intellectual property rights to the fullest extent of the law.

In addition, as between you and EXCHANGE PLACE, EXCHANGE PLACE is the sole owner of the EXCHANGE PLACE Service and all proprietary elements thereof, and you will not decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the software (or any portion thereof) or other proprietary elements that EXCHANGE PLACE has created or otherwise uses to operate the EXCHANGE PLACE Service.

Submissions

In the event that we provide users with any venues to submit opinions, information, ideas, suggestions, concepts or other material (collectively, Submissions) on the Site or otherwise in connection with the Service (collectively, Venues, and including, but not limited to, customer experience surveys or invitations to e-mail EXCHANGE PLACE with questions or comments), any such Submissions must be original with you (or in the public domain) and be accurate and current. You may not submit any Submission that is unlawful, harmful, harassing, threatening, abusive, hateful, libelous, defamatory, obscene, pornographic, profane, vulgar, indecent, sexually explicit or otherwise objectionable, or that would constitute a criminal offense, give rise to civil liability, violate any third partys rights of privacy or publicity or otherwise violate any applicable law or right. You may not submit any Submission that is protected by copyright, patent, or other proprietary rights without obtaining permission of the owner of such rights.

Any Submissions submitted by you through the Venues will be deemed non-proprietary and non-confidential, and may be used by EXCHANGE PLACE without restriction. Without limiting the foregoing, by offering any Submissions to EXCHANGE PLACE through the Service, you grant to EXCHANGE PLACE the worldwide, perpetual, royalty-free, irrevocable, nonexclusive right and license to reproduce, modify, edit, publish, display, perform, adapt, distribute, sublicense and otherwise use and exploit such Submissions (and any and all proprietary rights therein that you may have) in any and all forms and media, now or hereafter discovered, without compensation or attribution to you.

Links and Third Party Content

Links on the Site (or on e-mails from EXCHANGE PLACE related to the Service) to third-party websites (including, but not limited to, any advertisements) are provided only as a convenience to you. If you use these links, you will leave the Service. EXCHANGE PLACE does not control or endorse any such advertiser or other third-party websites, and your dealings with such third parties are solely between you and such third parties. You agree that neither EXCHANGE PLACE nor any of its affiliated companies will be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertiser or other third party links on the Service, for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. You will use these links at your own risk.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, EXCHANGE PLACE, ITS PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, THE EXCHANGE PLACE PARTIES) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, THE EXCHANGE PLACE PARTIES MAKE NO WARRANTY THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU ON OR THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE EXCHANGE PLACE PARTIES OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitation of Liability

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NONE OF THE EXCHANGE PLACE PARTIES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE EXCHANGE PLACE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

If you are dissatisfied with any Materials, or with any of EXCHANGE PLACE's terms and conditions, your sole and exclusive remedy is to discontinue using the Service.

Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

As a condition of use of the Service, you agree to indemnify EXCHANGE PLACE, the EXCHANGE PLACE Parties, EXCHANGE PLACE's service providers, Providers, website publishers and any other party participating in the EXCHANGE PLACE Service or any other portion of the Service, from and against any and all damages, liabilities, costs and expenses (including attorneys fees) arising out of any third party claim or other proceeding resulting from or arising in connection with your use of the Service, including without limitation any such claim or proceeding alleging facts that if true would constitute a breach by you of the Terms.

Copyrights and Copyright Agent

EXCHANGE PLACE respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied on the Service in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to EXCHANGE PLACE's Copyright Agent:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Site or other portion of the Service;
4. your address, telephone number, and e-mail address;
5. a 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;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owners behalf.

EXCHANGE PLACE's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:
John Fernandez
Copyright Agent
c/o Accoona Corp
101 Hudson Street
Suite #3606
Jersey City, NJ 07302
By phone: 201-557-9388
By e-mail: jfernandez@accoona.com

Termination

EXCHANGE PLACE reserves the right, without notice and at its sole discretion, to suspend or terminate the Terms and/or your ability to access or use the Service (or any part thereof), and to block or prevent future access to and use of the Service for any reason, including your breach of the Terms or other conduct by you that EXCHANGE PLACE considers inappropriate. EXCHANGE PLACE reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Except as otherwise expressly stated in the Terms, you agree that neither EXCHANGE PLACE nor any of its affiliated companies shall be liable to you or to any third party for any modification, suspension or discontinuation of the Service.

Governing Law

The Terms shall be exclusively governed by and construed in accordance with the laws of the State of New York within the United States of America without giving effect to any principles of conflicts of law, and the exclusive venue for any disputes arising in connection with the Terms or otherwise between you and EXCHANGE PLACE will be the state and/or federal courts (as applicable) located in New York, New York. EXCHANGE PLACE controls and operates the Service from its offices located in the State of New Jersey in the United States of America. EXCHANGE PLACE makes no representation that the Materials, the EXCHANGE PLACE Service or any other aspect of the Service is appropriate or available for use in jurisdictions outside the United States, or that the Terms comply with the laws of any other country. Users who use the Service and reside outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. If any provision of the Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Contacting Us

If you have any comments or questions regarding these Terms of Service, or wish to report any violation of these Terms of Service, please contact us at 800-898-8795.