1. User's Acknowledgment and Acceptance of Terms

TruePlace ("TruePlace") provides TruePlace ("The Community") to you, the User, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use" or the "Agreement"), as well as any other written agreement between TruePlace and you. In addition, when using particular services or materials on TruePlace, you will be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY USING TruePlace, YOU AGREE TO ACCEPT AND BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THIS WEBSITE NOW. YOUR AGREEMENT WITH TruePlace REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON YOUR REGISTRATION ON TruePlace.

TruePlace expressly reserves the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review TruePlace and these Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of TruePlace after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use. You may receive a copy of this Agreement by contacting TruePlace at its contact page. TruePlace is hosted in the United States.

2. Description of Services

TruePlace provides TruePlace to Individual Users and Company Users. As used in these Terms of Use, "Individual Users" refers to persons using the site to network and/or do research, not to sell goods or services; "Company Users" refers to entities that plan to use the site to sell goods and/or services. If not specified, the terms "you" and "user(s)" refer to both Individual Users and Company Users of TruePlace.

TruePlace allows Individual Users to create unique personal profiles online in order to find and communicate with others in The Community. It also allows for the creation of Company User pages which can become interactive after a paid subscription. The services offered by TruePlace to all Users include messaging services, uploading of image galleries and videos, creating limited user groups within the site through TruePlace's assistance, selecting specific manufacturers to follow and receive information from, and the ability to comment on and review most content on the site. After a paid subscription, Company Users may post content for commercial purposes, such as commercial advertisements, affiliate links, and other forms of data collection or solicitation. Any commercial content posted without the required subscription to do so will be withheld. TruePlace reserves the right to remove commercial content at its sole discretion. TruePlace also reserves the right to take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of TruePlace.

You are responsible for providing, at your own expense, all equipments necessary to use the services, including a computer, modem, and Internet access (including payment of all fees associated with such access).

TruePlace reserves the sole right to either modify or discontinue the site, including any of the site's features, at any time with or without notice to you. TruePlace will not be liable to you or any third party should TruePlace exercise such right. Any new features that augment or enhance the then-current services on TruePlace shall also be subject to these Terms of Use.

All Individual Users, 18 years of age or older, and Company Users are eligible.

TruePlace reserves the right, in its sole discretion, to refuse, suspend or terminate your use of TruePlace and refuse any and all current or future use of all or any portion of its Site.

You are required to register on TruePlace in order to become a User. Registration is a process of creating an online account which allows you to set up a User ID and Password, and provide certain information and data ("User Data"). After registration, you may create your User page and use TruePlace after TruePlace verifies your email address. By registering, you represent and warrant that (a) all User Data you submit is truthful and accurate; (b) you will maintain the accuracy of such User Data; (c) you are 18 years of age or older if you are an individual; and (d) your use of TruePlace does not violate any applicable law.

By registering, you also grant TruePlace the right to disclose to third parties certain User Data about you. The information TruePlace obtains through your use of The Community, including your User Data, is subject to its Privacy Policy, which is specifically incorporated by reference into these Terms of Use.

5. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. You agree to notify TruePlace immediately if you suspect any unauthorized use of your account or access to your password. TruePlace personnel will never ask you for your password. You may not transfer or share your account with anyone, and TruePlace reserves the right to immediately terminate your account if you do transfer or share your account.

There is no fee for Individual Users to use TruePlace. However, all Company Users must pay a subscription fee to TruePlace in order to use the interactive functions on TruePlace. Company Users should contact TruePlace for a fee schedule and to make payments.

TruePlace reserves the right to charge for any portion of TruePlace and to change its fees, if any, from time to time at its discretion. If TruePlace terminates or suspends your access to TruePlace because you have breached the Agreement, you shall not be entitled to a refund of any unused portion of fees or payments, if any.

7. Special Requirements and Limitations on Individual Users.

Individual User pages may not be used for direct commercial purposes. As such, users must not make their profile picture a logo of any kind nor their name a business name of any kind. Anyone wishing to use TruePlace for commercial purposes must contact TruePlace directly for the creation of a Company page. TruePlace reserves the right to remove commercial content at its sole discretion. Commercial advertisements, affiliate links, and other forms of unauthorized data collection or solicitation may be removed from User profiles without notice or explanation and may result in termination of User's right to access TruePlace. TruePlace reserves the right to take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of TruePlace.

8. TruePlace's Intellectual Property Rights and Limited Licenses to You

By accepting these Terms of Use, you acknowledge and agree that all Contents originally presented to you on TruePlace is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of TruePlace and/or its Affiliates. As used in these Terms of Use, "Content" is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on its site. This includes message boards, chat, and other original content; "its Affiliates" include TruePlace owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes without limitation all parties involved in creating, producing, and/or delivering TruePlace and/or its contents.

TruePlace does not claim any ownership rights in the Contents that you transmit, submit, display or publish ("post") on, through, or in connection with TruePlace.

You are only permitted to use the content as expressly authorized by TruePlace or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from TruePlace in any form or by any means without prior written permission from TruePlace or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on TruePlace. Any unauthorized use of the materials appearing on TruePlace may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither TruePlace nor its Affiliates warrant or represent that your use of materials displayed on, or obtained through, TruePlace will not infringe the rights of third parties. See "Reporting Unauthorized Use of Materials" in section 11 for the procedures to be followed in reporting unauthorized use of materials.

9. Your Limited Licenses, Warranties and Representations to TruePlace on Your Posted Contents

You are solely responsible for the Content that you post on, through or in connection with TruePlace, and any material or information that you transmit to other Users and for your interactions with other Users.

By posting any Content on, through or in connection with TruePlace, you hereby grant to TruePlace a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on, through or in connection with TruePlace, including, without limitation, through TruePlace to the Linked Services (as defined in the "Third Party Linked Service" in section 13). This limited license does not grant TruePlace the right to sell or otherwise distribute your Content outside of TruePlace or Linked Services and does not grant TruePlace the right to use or sell the Content marked "private." After you remove your Content from TruePlace, TruePlace will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate. If after TruePlace has distributed your Content outside of TruePlace, you change the Content's privacy setting to "private," TruePlace will cease distribution of such "private" Content outside of TruePlace as soon as practicable after you make the change. Notwithstanding the foregoing, you understand and agree that once Content is distributed to a Linked Service or incorporated into other aspects of TruePlace, TruePlace is under no obligation to delete or ask other Users or a Linked Service to delete that Content, and therefore it may continue to appear and be used indefinitely. The license you grant to TruePlaceis non-exclusive, fully paid and royalty-free, sub licensable, and worldwide.

You represent and warrant that: (i) you own the Content posted by you on, through or in connection with TruePlace, or otherwise have the right to grant the license set forth in this Section 9.2, and (ii) the posting of your Content on, through or in connection with TruePlace and/or Linked Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any Content posted by you on or through TruePlace and/or Linked Services.

TruePlace reserves the right to limit the storage capacity of Content that you post on, through or in connection with TruePlace. TruePlace may reject, refuse to post, or delete any Content for any or no reason, including, but not limited to, Content that in the sole judgment of TruePlace violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. TruePlace assumes no responsibility for monitoring The Community for inappropriate Content or conduct. If at any time TruePlace chooses, in its sole discretion, to monitor TruePlace, TruePlace 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.

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, TruePlace may immediately remove the identified materials from its site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

10. Prohibited Contents and Activities.

Prohibited Content includes, but is not limited to, Content that, in the sole discretion of TruePlace:

• is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
• harasses or advocates harassment of another person;
• exploits people in a sexual or violent manner;
• contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;
• solicits or is designed to solicit personal information from anyone under 18;
• publicly posts information that poses or creates a privacy or security risk to any person;
• constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• constitutes or 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 manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
• involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, or "spamming";
• contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
• 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;
• 10.12 solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other Users;
• 10.13 involves commercial activities and/or sales without prior written consent from TruePlace such as contests, sweepstakes, barter, advertising, or pyramid schemes;
• 10.14 includes a photograph or video of another person that you have posted without that person's consent;
• 10.15 for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any unfair, misleading or deceptive Content intended to draw traffic to the profile;
• 10.16 violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person;
• 10.17 criminal or tortuous activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
• 10.18 advertising to, or solicitation of, any User to buy or sell any products or services through the unauthorized or impermissible use of TruePlace. You may not transmit any chain letters or junk email to other Users. In order to protect its Users from such advertising or solicitation, TruePlace reserves the right to restrict the number of emails which a User may send to other Users in any 24-hour period to a number which TruePlace deems appropriate in its sole discretion. If you breach this Agreement and send or cause to send (directly or indirectly) unsolicited bulk messages, status or mood updates, bulletins or other unauthorized commercial communications of any kind through TruePlace, you acknowledge that you will have caused substantial harm to TruePlace, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay TruePlace $50 for each actual or intended recipient of such unsolicited message, status or mood update, bulletin or other unauthorized commercial communication you send through TruePlace;
• 10.19 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of TruePlace;
• 10.20 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
• 10.21 modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any Content from TruePlace other than your Content which you legally post on, through or in connection with The Community;
• 10.22 providing or using "tracking" or monitoring functionality in connection with The Community, including, without limitation, to identify other Users' views, actions or other activities on TruePlace;
• 10.23 relaying email from a third party's mail servers without the permission of that third party;
• 10.24 any automated use of the system, such as, but not limited to, using scripts to add friends or send comments, messages, status or mood updates, blogs or bulletins;
• 10.25 interfering with, disrupting, or creating an undue burden on TruePlace or the networks or services connected to TruePlace;
• 10.26 impersonating or attempting to impersonate TruePlace or an TruePlace employee, administrator or moderator, another User, or person or entity (including, without limitation, the use of email addresses associated with or of any of the foregoing);
• 10.27 using the account, username, or password of another User at any time or disclosing your password to any third party or permitting any third party to access your account;
• 10.28 using or distributing any information obtained from TruePlace in order to harass, abuse, or harm another person or entity, or attempting to do the same;
• 10.29 displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of TruePlace on behalf of that person, such as placing commercial content on your profile, links to e-commerce sites not authorized by TruePlace, posting status or mood updates, blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your top friends, or sending messages with a commercial purpose;
• 10.30 using invalid or forged headers to disguise the origin of any Content transmitted to or through TruePlace's computer systems, or otherwise misrepresenting yourself or the source of any message or Content;
• 10.31 using any automated system, including, but not limited to, scripts or bots in order to harvest email addresses or other data from TruePlace for the purposes of sending unsolicited or unauthorized material;
• 10.32 engaging in, either directly or indirectly, or encouraging others to engage in, click- through generated through any manner that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent; or
• 10.33 using TruePlace in a manner inconsistent with any and all applicable law.

11. Reporting Unauthorized Use of Materials

If you or any user of TruePlace believes that content posted on TruePlaceinfringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party, you should send notification to TruePlace's Copyright Agent (as identified below) immediately. To be effective, the notification must include:

• (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• (b) identification of the claimed infringing material and information reasonably sufficient to permit TruePlace to locate the material on TruePlace (providing the URL(s) of the claimed infringing material satisfies this requirement);
• (c) information reasonably sufficient to permit TruePlace to contact you, such as an address, telephone number, and, if available, an email address;
• (d) 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;
• (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf; and
• (f) your physical or electronic signature.

TruePlace's Copyright Agent for notification of claimed infringement can also be reached electronically at [email protected].

12. Disputes Between You and other Users.

You are solely responsible for your interactions with other TruePlace Users, third party developers or any other parties with whom you interact through The Community and/or Linked Services. TruePlace reserves the right, but has no obligation, to become involved in any way with these disputes.

13. Third Party Linked Services

Linked Services created by third party developers may be available on, through or in connection with TruePlace. Linked Services include applications, websites, desktop, wireless, mobile and other services available from third parties which can be installed onto your User profile or shared with other Users in The Community. When you engage with a third party Linked Service, you are interacting with the third party, not with TruePlace. You acknowledge and agree that TruePlace is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor is TruePlace responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by TruePlace, or any warranty of any kind, either expressly or implied.

14. Disclaimer of Warranties

TruePlace is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted through or in connection with TruePlace or Linked Services, by Users of TruePlaceor Linked Services, and such User Content does not necessarily reflect the opinions or policies of TruePlace. In addition, TruePlace is not responsible for any damage, injury or loss caused by Users of TruePlace or by any of the equipment or programming associated with or utilized in TruePlace or Linked Services.

TruePlace is not responsible for the conduct, whether online or offline, of any User of TruePlace or Linked Services. TruePlace 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 User communication.

TruePlace 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 TruePlace or Linked Services or combination thereof, including, without limitation, any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with TruePlace or Linked Services.

Under no circumstances shall TruePlace be responsible for any loss or damage, including, without limitation, personal injury or death, resulting from use of The Community or Linked Services, attendance at an TruePlace event, from any User Content posted on or through TruePlace or Linked Services, or from the conduct of any Users of TruePlace, whether online or offline. TruePlaceand Linked Services are provided "AS-IS" and as available and TruePlace expressly disclaims any warranty of fitness for a particular purpose or non-infringement. TruePlace cannot guarantee and does not promise any specific results from use of The Community or Linked Services.

15. Limitation of Liability

In no event shall TruePlace be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including, without limitation, lost profit damages arising from your use of TruePlace or linked services, even if TruePlace has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, TruePlace'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 TruePlace for TruePlace during the term of use.

Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

Upon a request by TruePlace, you agree to defend, indemnify, and hold TruePlace and its Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of TruePlace. TruePlace reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with TruePlace in asserting any available defenses.

This term survives your termination of use of TruePlace.

17. International Use

Although TruePlace may be accessible worldwide, TruePlace makes no representation that materials on TruePlace are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access TruePlacefrom other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with TruePlace is void where prohibited.

18. Termination of Use

You agree that TruePlace may, in its sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use TruePlace services immediately ceases, and you acknowledge and agree that TruePlace may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or TruePlace. TruePlace shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by TruePlace in connection with such termination or suspension.

You may voluntarily cease the use of services available on TruePlace. In that event, you are encouraged to contact TruePlace to close your account on TruePlace.

After termination of use, the "Indemnification" section remains in effect perpetually.

Use of TruePlace is also governed by its Privacy Policy, which is incorporated into this Agreement by this reference.

The Agreement shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to its conflict of law provisions. You and TruePlace agree to submit to the exclusive jurisdiction of the courts located within the State of Connecticut to resolve any dispute arising out of the Agreement.

All notices to a party shall be in writing and shall be made either via email or conventional mail. In addition, TruePlace may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

22. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between TruePlace concerning the subject matter of this agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Use may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and TruePlace. To the extent that anything in or associated with TruePlace is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

You may not assign your rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void. TruePlace may free assign its rights and obligations under these Terms of Use.

In addition to any excuse provided by applicable law, TruePlace shall be excused from liability for non-delivery or delay in delivery of products or services arising from any event beyond its reasonable control.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by TruePlace to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

24. Contact Information

To contact TruePlace regarding any questions about this Agreement, please follow the instruction on "Contact Us" page.