Terms of Use Agreement

Last Modified: April 1, 2010.

I. LIMITATION OF LIABILITY

Legally Binding Contract: This agreement is a legally binding contract. Your use of this website constitutes your agreement to the terms contained herein. If you do not agree to these terms, you must immediately stop using our service and accessing our website.

Modifications to the Terms of Use: GroupESQ reserves the right at our sole discretion to change, modify, add, or delete portions of the Terms of Use and/or our Privacy Policy at any time. When the Terms of Use are changed, we note the date of the last modification at the top of the page and the nature of the modification. Such changes shall become effective immediately upon posting. If you use our service or our website after any such changes to the Terms of Use are posted, it means you have accepted all changes to the Terms of Use.

Our Service: GroupESQ provides an online platform that allows participating companies to sell products and services to groups of buyers. GroupESQ is never involved in the making of any of the products or providing any of the services that are sold on our website.

Our Guarantee: In the event one of the participating companies becomes insolvent and a buyer is unable to redeem a credit voucher or coupon that was purchased on our website, GroupESQ will refund the full amount of the purchase price, but will NOT be liable for reimbursing the full value of the credit voucher or coupon.

**No Warranty re: Quality or Usability of Items Purchased: Because GroupESQ only acts as a platform for companies to sell products and services to buyers, all users are required to conduct their own due diligence before making any purchase. '

GroupESQ does not represent, warrant, make promises or guarantees about (1) the quality, usefulness or usability of any of the services or products offered by the participating companies or (2) the reputation, solvency, experience or quality of the participating companies. All company descriptions are written by the companies themselves.

Buyers assume the sole risk that (1) the services or products they purchase may not be satisfactory, useful or beneficial, (2) the products or services may not be delivered in a utimely or acceptable manner, (3) the company itself is in some way unsatisfactory and (4) the purchase is in some way disappointing, unsatisfactory or damaging.

No Liability For Any Damage Caused By Service or Product: Under no circumstances will GroupESQ be liable for any damages of any kind including but not limited to direct, indirect, incidental, special, exemplary, or consequential damages, loss of revenues, goodwill or lost profits, personal injury, advertising injury, or property damage that may result from the use or inability to use any service or product offered by the participating companies.

USER AGREES THAT IN THE EVENT HE OR SHE SUFFERS ANY TYPE OF DAMAGE OR INJURY AS A RESULT OF THE USE OF OR INABILITY TO USE ANY OF THE SERVICES OR PRODUCTS OFFERED BY A PARTICIPATING COMPANY, THE USER’S SOLE RECOURSE WILL BE AGAINST THE COMPANY OFFERING THE SERVICE OR PRODUCT. (But Note: See “Our Guarantee” above.)

Modifications To Our Website and Services: GroupESQ reserves the right at our sole discretion to change or modify our website in any way that we see fit, including but not limited to changing or discontinuing any aspect or feature of our site, including, the content, hours of availability and equipment needed for access or use. Moreover, GroupESQ reserves the right to close down our site entirely.

No Guarantee re: Accessibility to Site: GroupESQ does not guarantee continuous, uninterrupted or secure access to our website or services. Operation of our website may be interfered with and interrupted by numerous factors within or outside of our control.

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES OF ANY TYPE INCLUDING BUT NOT LIMITED TO LOST PROFITS, DIRECT, INDIRECT, SPECIAL, GENERAL, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES THAT ARISE OUT OF OR IS IN ANY WAY CONNECTED WITH ANY INTERRUPTION IN SERVICE.

II. BUYERS’ RESPONSIBILITIES

Buyers Agree To Engage In Due Diligence Prior To Purchases: Buyers agree that he or she is solely responsible for engaginge in due diligence before every purchase. Buyer is solely responsible for researching the company and the items for sale to determine whether or not making the purchase is a sound financial decision. This includes, but is not limited to, the following:
• Whether the company provides a quality product or service that would be beneficial to the buyer.
Whether the company is solvent, trustworthy, experienced and the type of company the buyers wants to do business with.

Buyers Agree to The Terms of The Deal Set Forth on The Deal Page: Every deal has different terms that are set forth on the deal page. By making a purchase, a Buyer is agreeing to the terms of the deal as set forth on the deal page, including but not limited to:
The item to be purchased.
The price of the item.
The minimum number of buyers required.
The closing date for the deal.
The expiration date, which is the date that you must use the credit voucher by or it will expire and be void.
Whether the credit voucher is transferable.
Whether the buyers needs to be a new customer of the seller.
Whether the buyer can make multiple purchases as gifts.
Other terms specific to the particular offer.

Buyers May Cancel Purchase Only Before The Deal Closes: Buyers may cancel their purchase at any time before the deal closes. After the deal closes, the purchase is final. To cancel a purchase, simply login with your email and password and click “cancel purchase” next to the deal. You will receive an email verifying your cancellation. This is your proof of cancellation. If you do not receive this email, please email us immediately.

III. PURCHASE

Submitting a Purchase Order: When you submit a purchase order, you are placing an order to purchase a credit voucher under the terms and conditions set by the Seller. Your credit card will not be charged until and unless the deal closes with the requisite number of buyers as set by the Seller.
You may cancel your purchase at any time before the deal closes. Once the deal closes, your purchase is final.


IV. INTELLECTUAL PROPERTY

Ownership: GroupESQ retains ownership of all right, title and interest in and to our website, our services and all content on our site. User retains ownership of content he or she posts on our site. User does not transfer ownership or copyrights by posting content on our site. User shall not reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose our services, and/or content or access to our services and content. User shall not reverse engineer, decompile, or otherwise attempt to derive source code from any software accessible or available through our services.
User Content: By submitting, posting, uploading or sending any content to our website, User grants us and our affiliates a royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and worldwide license to use such content on the GroupESQ website. User also warrants that the holder of any intellectual property or other proprietary rights in that information have been licensed, waived or assigned to the extent necessary to grant the license from User to us.

Software: Software made available to download or use from our website is our copyrighted work. Use of the software is governed by the terms of the end user license agreement, if any, which accompanies the software. Users may not use any software unless they first agree to the license agreement terms. We grant to users a personal, nontransferable license to use our software for viewing and otherwise using this website in accordance with these terms, conditions and notices, and for no other purpose. All software, including without limitation contained in this website, is owned by us and is protected by copyright laws and International treaty provisions. Any reproduction or redistribution of the software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Users acknowledge that the software and any accompanying documentation and/or technical information is subject to applicable export control laws and regulations of the U.S.A. Users agree not to export or re-export the software, directly or indirectly, to any countries that are subject to U.S.A. export restrictions.

Copyright and Trademark: The content, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to the website are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights, and, any copying, redistribution, or publication of any such content or any part of the Site is prohibited. All contents of this website are: Copyright 2010 GroupESQ. All rights reserved.

Intellectual Property Rights of Others: By transmitting, posting, linking or uploading content to our website or through our website, users represent and warrant that the content does not infringe upon the copyright or any other statutory or common-law intellectual property rights (including, but not limited to, trademark, service mark, and trade name rights), proprietary rights (including, but not limited to, trade secrets), or rights of privacy or publicity of any third party.

Digital Millennium Copyright Act: If you believe that your copyright has been violated in any way, please provide us with the following information:
1. An electronic or physical signature of the owner of the copyright or of the person authorized to act on behalf of the owner of the copyright interest.
2. A description of the copyrighted work that you claim has been infringed in addition to the URL (i.e., Internet address) or other specific location on the Service where the material that you claim is infringing is located, including enough information to allow us to locate the material and why you believe an infringement has taken place.
3. A description of the location where the original or an authorized copy of the copyrighted work exists, for example the URL (i.e., Internet address) where it is posted or the name of the book in which it has been published.
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 information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for Notice of Claims of Copyright Infringement can be reached as follows:
Copyright Agent: info@groupesq.com

V. TERMINATION AND MODIFICATION OF WEBSITE

Modification of Site: GroupESQ reserves the right in our sole discretion to (1) improve, modify or remove any information or content appearing on the website; (2) to alter, delete or add features to the website; (3) to shut down the website and discontinue operation. Prior to shutting down the website, GroupESQ will let all active deals close.

Termination: We reserve the right to terminate any User for any reason, including without limitation to whenever a User breaches any of the terms or conditions of this Agreement. We may, at our sole discretion, suspend provision of services (including access) or terminate this Agreement. Whether or not a breach results in suspension or termination depends on several factors, including but not limited to the severity of the breach, the potential harm to other users or to us or the integrity of our site, and whether or not the breach is repeated or cured. Termination may be affected without any prior notice. Users agree that no liability shall arise from any termination.

VI. MISCELLANEOUS

Alerts: By submitting a purchase order, you acknowledge and agree that you will be sent an email alert whenever a new a deal is offered in your area. You can opt out of the email alerts at any time.

Newsletter: By submitting a purchase order, you acknowledge and agree that you will be sent our company newsletter. You can opt out of the newsletter at any time by so indicating when you receive your first newsletter.

VII. LEGAL

Entire Agreement: This Terms of Use Agreement constitutes the entire agreement between the User and GroupESQ with respect to our website and al and supersedes all prior agreements between User and GroupESQ. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
User agrees that there are no other

Binding Arbitration: Any dispute, controversy, or claim arising out of, relating to, or concerning the interpretation or performance of this Agreement, or related to the use of GroupESQ, that cannot be resolved through negotiation shall be submitted to binding arbitration by a neutral arbitrator to be selected mutually by the parties. If the parties cannot agree on an arbitrator, the parties will petition the court to appoint an arbitrator. Such arbitration shall occur in San Francisco, California. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction thereof. By agreeing to binding arbitration, all parties hereby waive their right to a jury trial and the right to appeal.

Governing Law: The laws of the United States of America and the State of California (excluding its choice of law rules) will govern interpretation and enforcement of this Agreement. User hereby consents to personal jurisdiction in the federal and state courts of California for any action arising out of or relating to use of GroupESQ. The federal and state courts of San Francisco County, California will have non-exclusive jurisdiction over all such actions.