1. OVERVIEW

This User Agreement ("Agreement") is a contract between User and JustDeals.com, Inc. (“JustDeals”) regarding Services provided by JustDeals. If User does not agree to accept all of the terms and conditions of this Agreement, please do not use or access our Services.

JustDeals may amend this Agreement at any time by posting the amended terms on our site, www.justdeals.net. Except as stated below, all amended terms shall be effective 30 days after they are initially posted on our site.

2. DESCRIPTION OF SERVICES

JustDeals is the leading provider of multi-channel and cross-border trade solutions. By using the JustDeals technology and logistics solutions, JustDeals's merchant partners can reach cross-border customers on the world's leading e-commerce websites as well a via mobile commerce channels.

3. NO RESALE OF SERVICE

User agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the JustDeals Service or Solutions.

4. PROPRIETARY RIGHTS

User acknowledges and agrees that the Service, Solutions and any necessary Software used in connection with the Service and Solutions contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by JustDeals, User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, Solutions or the Software, in whole or in part.

5. INDEMNITY

USER AGREES TO INDEMNIFY AND HOLD JUSTDEALS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, PARTNERS AND LICENSORS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF THE SERVICES AND SOLUTIONS PROVIDED BY JUSTDEALS.

6. DISCLAIMER OF WARRANTIES

USER EXPRESSLY UNDERSTANDS AND AGREES THAT USE OF THE SERVICE AND SOLUTIONS ARE AT USER’S SOLE RISK. THE SERVICE AND SOLUTIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. JUSTDEALS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS 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. JUSTDEALS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT THE SERVICE OR SOLUTIONS WILL (i) MEET USER’S REQUIREMENTS; (ii) BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; or (iii) HAVE ANY ERRORS CORRECTED.

7. LIMITATION OF LIABILITY

USER EXPRESSLY UNDERSTANDS AND AGREES THAT JUSTDEALS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO USER 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 RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE OR SOLUTIONS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE OR SOLUTIONS; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY REGARDING THE SERVICE OR SOLUTIONS; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE OR SOLUTIONS.

8. TRADEMARK INFORMATION

Without JustDeals's prior permission, User agrees not to display or use in any manner the JustDeals Marks.

9. GENERAL INFORMATION

A. Entire Agreement. This Agreement constitutes the entire agreement between User and JustDeals, and governs the use of the Service and Solutions, superseding any prior agreements between User and JustDeals with respect to the Service and Solutions.

B. Choice of Law and Forum. This Agreement shall be governed by the laws of the State of California. User and JustDeals agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.

C. Merger and Acquisition. User agrees that this Agreement and all incorporated agreements may be automatically assigned by JustDeals, in its sole discretion, to a third party in the event of a merger or acquisition.

D. Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

E. Entire Agreement. This Agreement and the documents it incorporates set forth the entire understanding between User and JustDeals with respect to the subject matter hereof.

F. Waiver and Severability of Terms. The failure of JustDeals to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.