These Terms of Use (the "Agreement") constitute a legally binding agreement by and between TacoList.com ("TacoList.com") and you or your company (in either case, "You" or "Your") concerning Your use of TacoList.com's website (the "Website") and the services available through the Website (the "Services"). By using the Website, You represent and warrant that You have read and understood, and agree to be bound by, the Agreement and TacoList.com's Privacy Policy (the "Privacy Policy"). IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES.

2. PRIVACY POLICY

By using the Website, You consent to the collection and use of certain information about You, as specified in the Privacy Policy. TacoList.com encourages users of the Website to frequently check TacoList.com's Privacy Policy for changes.

3. CHANGES TO AGREEMENT AND PRIVACY POLICY

Internet and the applicable laws, rules, and regulations change frequently. ACCORDINGLY, TACOLIST.COM RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES. Unless TacoList.com obtains Your express consent, any revised Privacy Policy will apply only to information collected by TacoList.com after such time as the revised Privacy Policy takes effect, and not to information collected under any earlier Privacy Policies.

4. ELIGIBILITY

BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 14 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.

5. LICENSE

Subject to Your compliance with the terms and conditions of this Agreement, TacoList.com grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of TacoList.com or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.

6. USER INFORMATION/PASSWORD PROTECTION

In connection with Your use of certain Services, You may be required to complete a registration form. You represent and warrant that all information You provide on any registration form or otherwise in connection with Your use of the Website and Services will be complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy by visiting your personal profile at Tacolist.com. For additional information, see the section concerning User Ability To Access, Update, And Correct Personal Information in TacoList.com's Privacy Policy.

You may also be asked to provide, or may be given, a user name and password in connection with certain of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of someone else at any time. You agree to notify TacoList.com immediately of any unauthorized use of Your account, user name, or password. TacoList.com shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by TacoList.com, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of Your account or password. You must also promptly notify TacoList.com if any credit card that You have provided to us is lost, stolen or used without permission.

7. RELATIONSHIP AND OBLIGATION OF PARTIES

You acknowledge and agree that You enter contracts directly with other TacoList.com users for the sale and purchase of goods, and/or the provision of services. TacoList.com is not a party to any contract between TacoList.com users, and is not involved in the contracting between TacoList.com users. All rights and obligations for the sale and purchase of goods, and/or for contracted services, are solely between TacoList.com users. TacoList.com users are solely responsible for the enforcement and performance of their rights and obligations for the sale and purchase of goods, and/or for contracted services. TacoList.com has no control over and does not guarantee the quality, safety or legality of the advertised or requested goods or services, the ability of any TacoList.com user to deliver goods or services, the quality of the goods or services, the ability of any TacoList.com user to pay for goods or services, or that a TacoList.com user will complete a transaction. TacoList.com users must look solely to each other for the enforcement and performance of all rights and obligations pursuant to the sale and purchase of goods, and/or contracted services, and any other terms, conditions, representations or warranties associated with such dealings.

8. ACCURACY OF CLASSIFIED LISTINGS

TacoList.com relies on its users to provide truthful and accurate information, and TacoList.com does not and cannot exhaustively investigate each classified listing. Accordingly, TacoList.com must assume that information contained in each classified listing is truthful and accurate. TACOLIST.COM IS NOT RESPONSIBLE AND HEREBY DISCLAIMS ALL RESPONSIBILITY FOR ANY UNTRUTHFUL OR INACCURATE INFORMATION CONTAINED IN ANY CLASSIFIED LISTING.

9. THIRD-PARTY WEBSITES

The Website may be linked with the websites of third parties ("Third-Party Websites"), some of whom may have established relationships with TacoList.com and some of whom may not. TacoList.com does not have control over the content and performance of Third-Party Websites. TACOLIST.COM HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, TACOLIST.COM DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. TACOLIST.COM DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.

YOU AGREE THAT, WHEN LINKING TO OR OTHERWISE ACCESSING OR USING A THIRD-PARTY WEBSITE, YOU ARE RESPONSIBLE FOR: (I) TAKING PRECAUTIONS AS NECESSARY TO PROTECT YOU AND YOUR COMPUTER SYSTEMS FROM VIRUSES, WORMS, TROJAN HORSES, MALICIOUS CODE AND OTHER HARMFUL OR DESTRUCTIVE CONTENT; (II) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT IS OBSCENE, INDECENT, OFFENSIVE, OR OTHERWISE OBJECTIONABLE OR UNLAWFUL, OR THAT CONTAINS TECHNICAL INACCURACIES, TYPOGRAPHICAL MISTAKES AND OTHER ERRORS; (III) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT VIOLATES THE PRIVACY OR PUBLICITY RIGHTS, OR INFRINGES THE INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, OR THAT IS SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, STATED OR UNSTATED; (IV) ALL FINANCIAL CHARGES OR OTHER LIABILITIES TO THIRD PARTIES RESULTING FROM TRANSACTIONS OR OTHER ACTIVITIES; AND (V) READING AND UNDERSTANDING ANY TERMS OF USE OR PRIVACY POLICIES THAT APPLY TO THOSE THIRD-PARTY WEBSITES.

10. CONSENT TO RECEIVE EMAIL

By establishing an account with TacoList.com, You thereby consent to receive periodic email communications from TacoList.com regarding the Services and other matters.

11. COMMUNICATIONS MADE TO THIRD-PARTIES BY MEANS OF THE WEBSITE

You acknowledge that any communications sent by You to third-parties by means of the Website, whether by email or otherwise, are not private, and such communications may be read by third-parties with or without your knowledge. Further, You agree that the content of any communications that you send to third-parties by means of the Website shall be non-confidential and non-proprietary. TacoList.com reserves the right to use such communication for any purpose.

12. FEES & REFUND POLICY

Access to the Website and use of the Services is free. You acknowledge and agree that TacoList.com reserves the right to charge for access to the Website and use of the Services and to change its fees from time to time in TacoList.com's sole discretion. If TacoList.com terminates Your Membership in accordance with this Agreement, You shall not be entitled to the refund of any unused portion of subscription fees, if any.

13. USER CONTENT

"User Content" is any content, materials or information, not including Personal Information (as defined in TacoList.com's Privacy Policy), that You upload or post to, or transmit, display, perform or distribute by means of, the Website, whether in connection with Your use of Services or otherwise. YOU HEREBY GRANT TACOLIST.COM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, ASSIGNS, AND INDUSTRY PROFESSIONALS (COLLECTIVELY, THE "TACOLIST.COM PARTIES") A PERPETUAL, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU FURTHER AGREE THAT THE TACOLIST.COM PARTIES MAY PUBLISH OR OTHERWISE DISCLOSE YOUR NAME AND/OR ANY USER NAME OF YOURS IN CONNECTION WITH THEIR EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE TACOLIST.COM PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION.

You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the TacoList.com Parties under this section. You further represent and warrant that all User Content fully complies with TacoList.com's Community Guidelines.

14. ONLINE FORUMS

"Online Forum" is any area, site or feature offered as part of the Website that enables You (a) to submit, post, display and/or view User Content, and/or (b) to communicate, share, or exchange User Content with other Website members or visitors, including without limitation, classified listings. You understand and acknowledge that anything You submit or post by way of any Online Forum may be viewed on the Internet by the general public and that, therefore, You have no expectation of privacy with regard to any such submission or posting. Online Forums and features offered therein are for public and not private communications. You are, and shall remain, solely responsible for the User Content submitted and/or posted under your username, or otherwise by You, in any Online Forum and for the consequences of submitting and posting same. You understand and acknowledge that the use of User Content posted on any Online Forum is at Your own risk. TacoList.com is not responsible for, and TacoList.com does not endorse, the opinions, advice or recommendations posted or sent by users in any Online Forum, and TacoList.com specifically disclaims any and all liability in connection therewith. Your ability to access and view User Content within an Online Forum and/or to submit and post User Content within an Online Forum may be subject to certain age restrictions, and other restrictions, that TacoList.com may revise at its sole discretion, at any time, for any reason or no reason at all. Such restrictions will be posted with the Online Forum, as applicable.

15. OBJECTIONABLE CONTENT

You represent and warrant that you shall not use the Website or Services, including without limitation Online Forums, to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, pornographic, may constitute child pornography, may solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18, or are otherwise objectionable; (b) advocate or encourage conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) violate any provision of this Agreement or any other TacoList.com agreement or policy, including without limitation TacoList.com's Community Guidelines (collectively, "Objectionable Content"). TacoList.com may monitor the Website for Objectionable Content. Without limiting any of its other remedies, TacoList.com reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. TacoList.com, in its sole discretion, may delete any Objectionable Content from its servers. TacoList.com intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.

16. PROHIBITED USES

TacoList.com imposes certain restrictions on Your use of the Website and the Services, including without limitation Online Forums. You represent and warrant that you will not: (a) violate or attempt to violate any security features of the Website or Services; (b) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (c) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (d) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (e) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (f) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (g) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the TacoList.com Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.

17. INTELLECTUAL PROPERTY

18. DISCLAIMERS; LIMITATION OF LIABILITY

19. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other TacoList.com policies, and with any applicable laws or regulations.

20. INDEMNITY BY YOU

Without limiting the indemnification provision provided in Section 18(a) herein, You agree to defend, indemnify and hold harmless TacoList.com and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and Industry Professionals (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; or (iii) Your provision to TacoList.com or any of the Indemnified Parties of information or other data. The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.

21. GOVERNING LAW; JURISDICTION AND VENUE

The Website, Services, and this Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in San Francisco, California and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.

(a) By TacoList.com

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, TACOLIST.COM RESERVES THE RIGHT TO, IN TACOLIST.COM'S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.

(b) Automatic Termination Upon Breach By You

This Agreement shall automatically terminate in the event that You breach any of this Agreement's representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by TacoList.com.

(c) By You

You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to TacoList.com notice of Your intention to do so, in the manner required by this Agreement.

(d) Effect of Termination

Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, TacoList.com may, but has no obligation to, in TacoList.com's sole discretion, delete from TacoList.com's systems all User Content, Your Personal Information and any other files or information that You made available to TacoList.com or that otherwise relate to Your use of the Website or Services. Subsequent to termination, TacoList.com reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.

(e) Legal Action

If TacoList.com, in TacoList.com's discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, TacoList.com will be entitled to recover from You as part of such legal action, and You agree to pay, TacoList.com's reasonable costs and attorneys' fees incurred as a result of such legal action. The TacoList.com Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.

(f) Survival

Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-3, 6-10, 13-21 and 23 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed TacoList.com.

(a) Entire Agreement; Amendment

This Agreement constitutes the entire agreement between TacoList.com and You concerning Your use of the Website. This Agreement and any other written agreements executed between You and TacoList.com constitute the entire agreement concerning Your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of TacoList.com or by the unilateral amendment of this Agreement by TacoList.com and by the posting by TacoList.com of such amended version.

(b) Severability; Waiver

If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

(c) Assignment

This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of TacoList.com. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

(d) Relationship

You and TacoList.com are independent Industry Professionals, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.

(e) Third-Party Beneficiaries

Except for the TacoList.com Parties as and to the extent set forth in Sections 13, 16, 18 and 23(e), and TacoList.com's licensors and suppliers as and to the extent expressly set forth in Section 20, there are no third-party beneficiaries to this Agreement.

(f) Irreparable Injury

You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to TacoList.com and TacoList.com's licensors and suppliers, and would therefore entitle TacoList.com or TacoList.com's licensors or suppliers, as the case may be, to injunctive relief.

(g) Notices

All notices required or permitted to be given under this Agreement must be in writing. TacoList.com shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to TacoList.com. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH TACOLIST.COM IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY TACOLIST.COM OF AN EMAIL TO THAT ADDRESS. You shall give any notice to TacoList.com by means of: (i) hand delivery; (ii) certified U.S. mail, return receipt requested, postage prepaid; or (iii) overnight courier, each as send to Taco List, LLC, PO Box 7171, Santa Rosa, CA 95407. All notices to TacoList.com will be deemed received as follows: (i) if by hand-delivery, on the date of delivery; (ii) if delivery by U.S. mail, on the date of receipt appearing on a return receipt card; or (iii) if by overnight courier, on the date the receipt is confirmed by such courier service. You agree that any notice received from TacoList.com electronically satisfies any legal requirement that such notice be in writing.