AmeriScraps Terms of Use and Service

Date of last update: October 02nd 2017.

PLEASE READ THESE TERMS OF USE AND CONDITIONS CAREFULLY. THESE TERMS OF USE AND CONDITIONS SHALL BE BINDING UPON USERS AND MEMBERS OF AMERISCRAPS’ WEBSITE, AMERISCRAPS’ PRODUCTS, AND AMERISCRAPS’ SERVICES.

1. Introduction

1.1 Please carefully read the Terms of Use and Service (“Terms”) for the website located at www.ameriscraps.com (the “Website”) including its sub-domains and mobile optimized version, as set out hereinafter, before using the Website. The Website is operated by AmeriScraps LLC, a company having its registered agent located at 16192 Coastal Highway, Lewes, Delaware 19958 (hereinafter referred to as “AmeriScraps”). Any ancillary terms, guidelines, the privacy policy (the “Policy”) and other documents made available by the Website from time to time and as incorporated herein by reference, shall be deemed as an integral part of the Terms. In case of any conflict between these Terms and any of the above-mentioned documents, the Terms shall have a superseding effect. This Agreement sets forth the legally binding agreement between you as the user(s) of the Website (hereinafter referred to as “you”, “your” or “User”) and AmeriScraps (hereinafter referred to also as “we”, “our”, “us” or “AmeriScraps”.

1.2 By accessing or using the Website in any manner as laid down in the term 2.1, including, but not limited to, visiting or browsing it, or contributing content or other materials to it, you agree to be bound by these Terms.

1.3 These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Website without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

2. Acceptance of the Terms of Use

2.1 Each time by viewing, using, accessing, browsing, or submitting any content or material on the Website, including the webpages contained or hyperlinked therein and owned or controlled by the Website, and its services (the “Website Services”), whether through the Website itself or through such other media or media channels, devices, software, or technologies as the Website may choose from time to time, you are agreeing to abide by these Terms, as amended from time to time with or without your notice.

2.2 You must be at least 18 years of age to use the Website and/or the Website Services; and by using the website in any manner, before or after registering your account on the Website, you warrant and represent to us that you are at least 18 years of age. If you are a minor in the jurisdiction in which you reside (generally under the age of 18), you must have the permission of, and be directly supervised by, your parent or legal guardian to use the Website and the Website Services, and your parent or legal guardian must read and agree to the Terms prior to your using the Website and the Website Services

2.3 Notwithstanding the foregoing, however, persons under the age of 13 are not permitted to register for the Website or use the Website Services.

2.4 The Website is owned and operated by AmeriScraps and is currently hosted in the Delaware, USA. AmeriScraps reserves the right to modify or discontinue, temporarily or permanently, and at any time, the Website and/or the Website Services (or any part thereof) with or without notice. You agree that the Website shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website Services.

2.5 AmeriScraps or the Website management may modify these Terms from time to time, and any change to these Terms will be reflected on the Website with the updated version of the Terms and you agree to be bound to any changes to these Terms when you use the Website or the Website Services. The Website may also, in its sole and absolute discretion, choose to alert via email all users with whom it maintains email information of such modifications.

2.6 Also, occasionally there may be information on the Website or within the Website Services that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information, and the Website management reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

2.7 When you register an account on the Website and/or upload, submit, enter any information or material to the Website or use any of the Website Services, you shall be deemed to have agreed to and understand the Terms.

2.8 The Website uses cookies and by using the Website in any manner whatsoever, notwithstanding the term 1.1, you also agree and consent to the use of cookies in accordance with the terms of the privacy and cookies policy.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT USE THE WEBSITE

3.Services

3.1 AmeriScraps operates in the scrap industry, which implies that it deals in location, transportation, commerce, treatment, recycling and exploitation of scrap materials such as metal, plastic, paper and electronics, among others. It provides its clients, visitors and/or users with an online platform that allows such users including buyer and sellers to buy/bid directly, exchange documents, and execute deals, among other Services and functionalities offered by AmeriScraps from time to time.

3.2 Registered users can view their profiles, past performances, membership information, reviews, undertake direct trades, leave feedback & such other information that the Website allows. The Website provides its users with an e-commerce platform that streamlines scrap transactions, while offering members, at the sole discretion of the Website, an opportunity to stay up-to-date on the latest industry trends and practices, monitor active inventories, and communicate effectively around the world.

3.3 The registered members may be allowed to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Website. All of the aforementioned functionalities will be subject to the respective terms and conditions of the Additional Agreements made known to users by AmeriScraps from time to time.

4. Obligation of AmeriScraps

4.1 The Website is a service based platform, the sole purpose of which is to provide a space where Buyers and Sellers of products pertaining to scrap industry may interact and strike a sale and purchase deal. Neither AmeriScraps nor the Website shall have absolutely any liability, responsibility or obligation with regards to any item, sold through the Website.

4.2 AmeriScraps makes no representation whatsoever and gives no guarantee against latent or patent defects in respect of the items sold through the Website.

4.3 AmeriScraps shall not incur any liability of whatsoever nature arising out any transaction made by and between the buyers and sellers through the Website in respect of sale and purchase of any item.

4.4 You shall be responsible for shipping/delivery charges for materials that you purchase or sell through this Website.

5. Account Registration

5.1 In order to use some or all of the functionalities and Services provided through the Website, you will be required to register an account with the Website. At the time of registration of account either as buyer or seller, you will be asked to complete a registration form which shall require you to provide personal information such as name, address, phone number, email address and other personal information as well as information about their business.

5.2 You represent and warrant that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any guidelines, rules, terms and conditions, subscribing to or making any payment for any services, or sending emails using the AmeriScraps messaging system) will be deemed to have been authorized by you as a user, henceforth, you also represents and warrants to have the full authority to undertake the posting and any associated disclosures.

5.3 You represent, warrant and covenant that: (i) you have full power and authority to accept these Terms, to grant any license and authorization and to perform any of your obligations hereunder; (ii) you will undertake the use the Website and Services for business or personal purposes only; and (iii) the address you provide when registering is the principal place of business of your business entity, or your personal address.

5.4 You must not allow any other person to use your account to access the Website.

5.5 You must notify us in writing immediately if you become aware of any unauthorised use of your account.

5.6 You must not use any other person's account to access the Website, unless you have that person's express written permission to do so.

6. User IDs and passwords

6.1 If you register for an account with the Website, you will be asked to choose a user ID and password. Your user ID must not be misleading and must comply with the content rules set out in this document; you must not use your account or user ID for or in connection with the impersonation of any person.

6.2 You shall be responsible to maintain the confidentiality of your password and shall be responsible for all uses via your registration and/or login, whether authorized or unauthorized by you. You agree to immediately notify us of any unauthorized use or your registration, user account or password.

6.3 You must notify AmeriScraps in writing immediately if you become aware of any disclosure of your password.

6.4 You are responsible for any activity and content on the account arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

6.5 Registration data and other personally identifiable information that we may collect is subject to the terms of our Privacy Policy.

7. Cancellation and suspension of account

7.1 We may: (a) suspend your account; (b) cancel your account; (c) freeze your account at any time in the sole discretion without notice or explanation.

7.2 You may cancel or terminate your account on the Website by emailing us at support@ameriscraps.com.

8.Personal profiles

8.1 All information that you supply as part of a personal profile on the website must be true, accurate, current, complete and non-misleading.

8.2 You must keep your personal profile on the website up to date.

9. Electronic Signature Consent

9.1 You agree that your “Electronic Signature” is the legal equivalent of your manual signature for this Agreement, thereby indicating your consent to do business electronically. 9.2 By clicking on the applicable button in the Website, you will be deemed to have executed these Terms electronically via your Electronic Signature with AmeriScraps; effective on the date you first click to accept these Terms.

9.3 The Electronic Signature may also be used to sign contracts between buyers and seller so they can purchase and sale scrap material via the Website. For the avoidance of doubt, any and all contracts are between buyer and seller, not AmeriScraps, who will only provide the Internet based platform with the functionalities, among others, for the exchanging of information between buyer and seller. Such information exchange can be of hardcopies of transactions between buyer and seller, of course, and AmeriScraps also provides the functionalities so that buyer and seller can use an Electronic Signature for their contracts and transactions, in order to speed the process.

9.4 You further agree that your use of the Website in any way, or act of gaining access or making any transaction regarding any contract between buyer and seller, acknowledgment, consent terms, disclosures or conditions, shall constitute your Electronic Signature.

9.5 You agree that no external certification authority or other third party verification is necessary to validate your Electronic Signature with AmeriScraps and that the lack of such certification or third party verification will not in any way affect the enforceability of your Electronic Signature or any resulting Agreement between you and AmeriScraps.

9.6 AmeriScraps will keep records and archives of the transactions between buyers and sellers, and of the transactions between users and AmeriScraps. Such records and archives will be used by AmeriScraps’ counsel in case of any future dispute or contingency.

10. Electronic Delivery of Communications

10.1 You agree to receive communications from AmeriScraps in electronic form. Such electronic communications may include, but will not be limited to, any and all current and future notices and/or disclosures that various federal and/or state laws or regulations require that we provide to you, as well as such other documents, statements, data, records and any other communications regarding your relationship to AmeriScraps.

10.2 You accept that the electronic documents, files and associated records provided via your account with AmeriScraps are reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and you acknowledge and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep. AmeriScraps reserves the right to require ink signatures on hard copy documents from the related parties, at any time.

11. Fees

11.1 If you subscribe to a Service on this Website that requires payment of any fee, you hereby agree to pay any and all fees associated with such Service, as indicated by us from time to time. You agree to provide us with updated, accurate and complete billing information, including valid credit card information, name, address and contact info. Any rejected charges by PayPal or any payment processing entity may entail suspension of your account. We may charge a fee for reinstatement of suspended or terminated accounts. When you downgrade you membership options, the change shall take effect from the next billing month.

12. Free Trials

12.1 AmeriScraps may provide certain free trials that allow you to use our Services free and with no obligation, other than following these Terms. Upon the end of any trial period, the applicable fees will be charged at the beginning of the billing cycle, automatically charged to credit card account or paypal account on a monthly basis.

13. Cancellations

13.1 Where you opt to cancel any subscription, any recurring payments will be automatically suspended from next billing month and you may continue to use our Service until till the end of the billing month. You agree that until your subscription to the Services is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use our Services. You may subscribe on a month to month basis, and you may unsubscribe anytime you deem convenient. Upon cancellation of your account, we will charge you any remaining pay cycle and we will not undertake any refund therefrom. When you upgrade subscription in the middle of the month, AmeriScraps will not adjust or refund the existing subscription payment.

14. Payments

14.1 We use third-party payment processors such as credit card and/or PayPal to bill you for any purchases made through the Website via an external, third party payment system. The processing of payments will be subject to the fees, terms, conditions and privacy policies of such payment processors. AmeriScraps is not responsible for any and all errors by the payment processors. Any currency conversion fees and expenses are responsibility of our third-party payment processors, not us.

15. User responsibility

15.1 Users are solely responsible for all of the transactions conducted on, through or as a result of use of the Website or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, fees, taxes, licenses, fines, permits, handling, transportation and storage. Each and every user agrees to provide all information and materials as may be reasonably required by AmeriScraps in connection with any transactions conducted on, through or as a result of use of the Website or Services.

15.2 You agree that the use of the Website and/or the Website Services on the Website is subject to all applicable local, state and federal laws and regulations. You also agree:

i. to comply with the local laws or rules regarding online conduct and acceptable material;

ii. not to access the Website or services using a third-party's account/registration without the express consent of the account holder;

iii. not to use the Website for illegal purposes;

iv. not to commit any acts of infringement on the Website or with respect to content on the Website;

v. not to copy any content for republication in print or online;

vi. not to create reviews or blog entries for or with any purpose or intent that does not in good faith comport with the purpose or spirit of the Website;

vii. not to attempt to gain unauthorized access to other computer systems from or through the Website;

viii. not to interfere with another person's use and enjoyment of the Website or another entity's use and enjoyment of the Website;

ix. not to upload or transmit viruses or other harmful, disruptive or destructive files; and/or

x. not to disrupt, interfere with, or otherwise harm or violate the security of the Website, or any services, system restores, accounts, passwords, servers or networks connected to or accessible through the Website or affiliated or linked website.

xi. not to use the Website in any way or take any action that causes, or may cause, damage to the Website or impairment of the performance, availability or accessibility of the Website;

xii. not to use the Website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

xiii. not to use se the Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

xiv. not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Website without the express written consent of the Website owner;

xv. not to access or otherwise interact with the Website using any robot, spider or other automated means; xvi. not to violate the directives set out in the robots.txt file for the website; or

xvii. not to use data collected from the website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

16. Prohibited Activities

16.1 You agree not to, and will not undertake, motivate, or facilitate the use or access of the Website and/or AmeriScraps by others to:

i. Infringe these Terms or allow, encourage or facilitate others to.

ii. Plagiarize and/or infringe the intellectual property rights or privacy rights of any third party.

iii. Enable any process to data-mine the Website (e.g. robots or similar data gathering and extraction tools).

iv. Disturb the normal flow of Services provided within the Website.

v. Distribute, sell, commerce or otherwise make available any goods, materials, content and/or items that: (i) infringe or endanger the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or other); (ii) enable any act that could promote or cause discrimination, racism, harm, libel, hatred or violence against any individual or group; (iii) endanger children and underage persons; (iv) are or allow illegal or fraudulent activities to take place;

(v) are or may constitute a criminal or capital offense or otherwise infringe any applicable law; and/or

(vi) are or can be considered to be obscene, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pharmaceuticals, drugs, currency, State and/or federal restricted items, human remains and body parts, lottery tickets, pesticides, prescription drugs, stolen property, sewage, garbage, pornography, art, Native American arts and crafts, catalytic converters and test pipes, cell phone (wireless) service contracts, charity and fundraising, clothing, cosmetics, counterfeit currency and stamps, coupons, credit cards, electronic surveillance equipment, embargoed goods to prohibited countries, event tickets, firearms, weapons, and knives, pepper spray, weapons replicas, stun guns, military items, food and healthcare items, gift cards, government documents, ids, government licenses, transit and shipping-related items, hazardous, restricted and/or regulated materials, batteries, fireworks, refrigerants, human remains, body parts, lock-picking devices, mailing lists, personal information, medical drugs, devices, and healthcare, prescription drugs, contact lenses, pacemakers, surgical instruments, multi-level marketing, ethnically or racially offensive material and memorabilia, pesticides, plants, seeds, political memorabilia, real estate, recalled items, slot machines, stamps, stocks and securities, stolen property, surveillance equipment;

(vii) illegal, restricted or prohibited goods and materials, prohibited for commerce or transportation by customs, couriers, insurers or any authority, and analogous;

xviii. Use the Services or the Website account to engage in activities that are identical or similar to AmeriScraps’ global scrap marketplace business;

xix. Create a link from the Website to another website or document without AmeriScraps’ prior written consent;

xx. Obscure or edit any copyright, trademark or other proprietary rights notice or mark appearing on the Website;

xxi. Create copies or derivate works of the Website or any part thereof;

xxii. Otherwise reverse engineer, decompile or extract the Website’s source code;

xxiii. Remit or otherwise make or cause to deliver unsolicited advertising, email spam or other chain letters;

xxiv. Collect, receive, transfer or disseminate any personally identifiable information of any person without consent from title holder; and/or

xxv. Pretend to be or misrepresent any affiliation with any legal entity or third party.

16.2 In addition to the above clause, unless specifically endorsed or approved by the Website, the following uses and activities of and with respect to the Website and the Website Services are prohibited:

xxvi. criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;

xxvii. advertising to, or solicitation of, any user to buy or sell any products or services or/and using any information obtained from the Website or the Website Services in order to contact, advertise to, solicit, or sell to any user;

xxviii. systematic retrieval of data or other content from the Website or the Services to create or compile, directly or indirectly, any collection, compilation, database or directory;

xxix. engaging in unauthorized framing of or linking to the Website or the Website Services;

xxx. transmitting chain letters or junk email;

xxxi. engaging in any automated use of the Website or the Website Services.

xxxii. interfering with, disrupting, or creating an undue burden on the Website or the Website Services or the networks or services connected or linked thereto;

xxxiii. attempting to impersonate another user or person;

xxxiv. using the username of another user;

xxxv. selling or otherwise transferring your profile;

xxxvi. using any information obtained from the Website or the Website Services in order to harass, abuse, or harm another person;

xxxvii. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website or the Website Services;

xxxviii. attempting to bypass any measures of the Website or the Website Services designed to prevent or restrict access to the Website or the Website Services, or any portion of the Website or the Website Services;

xxxix. harassing, annoying, intimidating or threatening any the Website employees or agents engaged in providing any portion of the Website Services;

xl. using the Website and/or the Website Services in any manner inconsistent with any and all applicable laws and regulations.

xli. Using data collected from the website to contact individuals, companies or other persons or entities.

xlii. Supplying false, untrue, expired, incomplete or misleading information through the Website.

16.3 You also acknowledge and accept that any violation of the aforementioned provisions may result in the immediate termination of your access to the Website and use of our Services, without refund, reimbursement, or any other credit on our part. Access to the Website may be terminated or suspended without prior notice or liability of AmeriScraps. You represent and warrant to us that you have all right, title, and interest to any and all content you may post, upload or otherwise disseminate throhugh the Website. You hereby agree to provide AmeriScraps with all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for our Services.

17. Effect of Breach by user

17.1 Without limiting the generality of the provisions of these Terms, any user would be considered as being in breach of these Terms in any of the following circumstances, and at AmeriScraps’ final and sole discretion, if AmeriScraps has reason to believe that : (i) such user has willfully or materially failed to perform its contract with such third party, including without limitation, where the user has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items user has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party; (ii) such user has used a stolen credit card or other false or misleading information in any transaction with a counter party; (iii) any information provided by the user is not current or complete or is untrue, inaccurate, or misleading; or (iv) such user’s actions may cause financial loss or legal liability to AmeriScraps or our affiliates or any other user(s).

17.2 Upon any factual or alleged breach by any user, for any cause, AmeriScraps shall have the right to impose a penalty, restrict, refuse and/or ban any and all current or future use of any other Service that may be provided by AmeriScraps. The penalties that AmeriScraps may impose include, among other things, warning, removing any product listing or other user content that the user has submitted, posted or displayed, imposing restrictions on the number of product listings that the user may post or display, or imposing restrictions on the user’s use of any features or functions of any Service for such period as AmeriScraps may consider appropriate in our sole discretion.

18. Copyrights of Users:

18.1 Unless you own or control the relevant rights in the material, you must not:

i. republish material from the Website (including republication on any another website); or

ii. sell, rent or sub-license material from the Website; or

iii. show any material from the Website in public; or

v. redistribute material from the Website.

18.2 You must ensure that you do not violate third party rights of any kind, including without limitation, any intellectual property rights, rights of publicity, and privacy rights.

18.3 To the extent the user content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such user content and that AmeriScraps may exercise the rights to user content granted under this agreement without any liability or obligation for any payment.

19. Third party websites

19.1 The Website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations. Goods and services of third parties may be advertised and/or made available on or through this web site. Representations made regarding products and services provided by third parties are governed by the policies and representations made by these third parties. The Website shall not be liable for or responsible in any manner for any of your dealings or interaction with third parties.

19.2 The management of the Website has no control over third party websites and their contents, and subject to the Terms it accepts no responsibility for them or for any loss or damage that may arise from your use of them.

19.3 The Website may contain links from third party websites. External hyperlinks to or from the site do not constitute the Website’s endorsement of, affiliation with, or recommendation of any third party or its website, products, resources or other information. The Website is not responsible for any software, data or other information available from any third party website. You are solely responsible for complying with the terms and conditions for the third party sites. You acknowledge that AmeriScraps shall have no liability for any damage or loss arising from your access to any third party website, software, data or other information.

19.4 We do not always review the information, pricing, availability or fitness for use of such products and services and they will not necessarily be available or error free or serve your purposes, and any use thereof is at your sole risk. We do not make any endorsements or warranties, whether express or implied, regarding any third party websites (or their products and services). Any linked websites are ruled by their privacy policies, terms and conditions and legal disclaimers. Please read those documents, which will rule any interaction thereof.

20. Trade marks

20.1 The Website, its logos and its other registered and unregistered trade-marks are trade-marks belonging to the respective brands or companies or the Website. AmeriScraps, the Website and the management of the Website give no permission to you for the use of these trade-marks, and such use may constitute an infringement of Intellectual Property rights.

20.2 The third party registered and unregistered trade-marks or service marks on the Website are the property of their respective owners and, unless stated otherwise in the Terms, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

21. Third party rights

21.1 A contract under the Terms is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

21.2 The exercise of the parties' rights under a contract under the Terms is not subject to the consent of any third party.

21.3 You agree not to; modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, scrape, gather, market, rent, lease, re-license, reverse engineer, or sell any information published by other users without the original publishers written consent.

22. Protecting other peoples right

22.1 You shall not post content or follow any course of action that infringes or violates someone else’s copyrights or otherwise violates the law.

22.2 If the management of the Website believes that you have the Terms or are breaching (intentionally or unintentionally) third party copyrights the management of the Website may remove your content or may remove you as a user of our site.

22.3 The Website will provide you with an opportunity to appeal if you believe your posted contented was not copyright infringement.

22.4 You will not post anyone’s identification documents or sensitive financial information.

22.5 You will not invite users or send email invitations to non-users without their consent.

23. License

23.1 By posting or displaying any information, content or material on the Website or providing any user generated content to AmeriScraps (herein referred to as “User Content”), you thereto grant an irrevocable, perpetual, worldwide, royalty-free., and sub-licensable license to AmeriScraps, in order for to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Website, the provision of any Services and/or the business of the User. You represent, confirm and warrant to AmeriScraps that you have all the rights, power and authority necessary to grant the above license.

23.2 Subject to your compliance of these Terms and our Policy, and in order for you to use and access our Services and Website, AmeriScraps hereby grants you a limited license, royalty free, non-sublicensable, non-exclusive, revocable, non-transferable and for the entire world.

23.3 You hereby grant to AmeriScraps and its affiliates, an unlimited, non-exclusive, assignable, transferable, sub-licensable, irrevocable, royalty free, perpetual and for all the countries and territories in the world, right and license to use any feedback, suggestion, enhancement, request, recommendation, correction or comment provided by you to AmeriScraps regarding the Website, and to exploit and otherwise incorporate it into the Website.

24. Ownership

24.1 The trademarks, copyright, service marks, trade names and other intellectual and proprietary notices displayed on the Website are the property of – or otherwise are licensed to – AmeriScraps or its licensors or affiliates, whether acknowledged (or not), and which are protected under intellectual and proprietary rights in the United States of America and other jurisdictions throught the world. Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers.

24.2 No section hereof shall be construed as intent to grant to you any interest in the Website or our Services, in whole or in part. All content and materials included as part of the Services, such as images, photographs, graphics, texts, forms, lists, charts, guidelines, data, logos, code, icons, videos, audio and other content are the property of, are licensed to or are otherwise duly available to AmeriScraps, its affiliates, its licensors or to the appertaining third party copyrights holder.

24.3 You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the Website and our Services may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.

25. Digital Millennium Copyright Act (‘DMCA’) Notice

25.1 In compliance with the DMCA, we inform you that AmeriScraps LLC is the Designated Copyright Agent for DMCA Takedown Notices and intellectual property rights infringement policing though the Website, which you may contact by email at contact@ameriscraps.com. You can review the DMCA text at the U.S. Copyright Office website. AmeriScraps takes copyright infringement matters seriously, and is ready to remove any allegedly or factually infringing content displayed on the Website upon due notice and request by the title holder.

25.2 The following procedure will apply for any content displayed through the Website that allegedly infringes the intellectual property rights of you or of any third party. You must notify us of your claim with subject: "Takedown Request". Once received, AmeriScraps will study and consider your claim and, if it believes or has reason to believe any content on the Website infringes on another’s copyright, AmeriScraps may delete it, disable or otherwise stop displaying it.

25.3 Your notification claim must be in writing and must at least contain the following information: (i) your signature and identification, or the ones the person authorized to act on behalf of you or the title holder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g. address and email); and (iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.

26. DMCA Counter Claim Notice

26.1 Given our business model, our affiliates, advertisers, partners and third party syndicated content providers may be adversely affected due to a DMCA Takedown Notice. Accordingly, upon receipt of any such notice, we will try to contact the content owner or webmaster of the affected site to uphold their right to a Counter Claim Notice, under Sections 512(g)(2) and (3) of the DMCA. To file a Counter Claim Notice, please contact our Designated Agent indicated above, in writing, and with a Counter Claim Notice containing the following information, at a minimum:

(i) express identification of the content that we may have or have removed from our Website and section or domain it was displayed;

(ii) contact information, such as your address and your email address;

(iii) a signature and identification of the title holder and/or the person authorized to act; and (iv) a statement indicating that you swear, under penalty of perjury, that you have a good faith belief that the information provided in the Counter Claim Notice is true and accurate.

27. Advertising, Opt-out

27.1 We may support the Website and our Services through advertising and other commercial opportunities. These advertisements may be tailored to the content the Website, and the nature and extent of such advertising by us is subject to change without prior notice. Please refer to our Policy for information regarding certain advertisement opt-out.

27.2 The Website may allow you to subscribe to or newsletter service, which may be provided by us or through an authorized third party. Through our newsletter, you may receive information according to your user preferences. As our user, you will receive a conspicuous communication indicating subscription therefor and you will be able to select the amount and type of emails received by you. If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our electronic communications, and also in your account preferences.

28. No endorsement

28.1 The images, texts, posts, information, photographs and other content and media displayed on or through the Website are not necessarily available and any results therefrom – which we cannot ultimately control – are out of our ultimate and complete scope. Some or all of the images shown in the Website are licensed and/or purchased stock photos, and are only shown for illustration purposes. Some or all of the content displayed in the Website is undertook by external third parties, and does not reflect AmeriScraps’ opinions, nor do AmeriScraps, its affiliates, subsidiaries, officers, employees and agents guarantee its actual veracity or make any endorsement thereof.

28.2 You acknowledge and agree that AmeriScraps shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Website. Each registered user is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

29. Term, Termination 29.1 The term hereof shall begin on the date that comes first among:

(i) first access to the Website;

(ii) your first access or execution of our Services; or

(iii) AmeriScraps begins providing its Services to you.

29.2 The term hereof will automatically end on the earlier date of either your:

(i) account deactivation, suspension, freezing or deletion;

(ii) access termination or access revocation for our Services or the Website;

(iii) AmeriScraps' termination of these Terms or its Services, at its sole and final discretion;

(iv) the termination date indicated by AmeriScraps to you from time to time; or

(v) AmeriScraps’ decision to make the Website or Services no longer available for use, at its sole and final discretion.

29.3 Upon expiration of these Terms or termination of your subscription to our Services, you shall thereafter immediately cease any and all use of our Services, along with any and all information and data collected therefrom.

29.4 Except as warranted by risk to the security, privacy or integrity of the Website and the Services, AmeriScraps will undertake a good faith attempt to provide you with prior notice of the suspension or termination of the Services. You shall remain liable for any and all escrow transactions you initiate through the Services prior to such termination, and the performance of your escrow obligations, including but not limited to: the delivery of the items and the payment of all amounts you owe prior to termination or discontinuation of your use of the Services.

30. Amendments

30.1 AmeriScraps hereby reserves the right to update, modify, change, amend, terminate or discontinue the Website, the Terms and/or the Policy, at any time and at its sole and final discretion. AmeriScraps may change the Website’s functionalities and (any) applicable fees at any time. Any changes to these Terms will be displayed in the Website, and we may notify you through the Website or by email. Please, refer to the date shown below for the date where effective changes were last undertook by us. Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.

31. Risk acknowledgment by users

31.1 Each user acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Website or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Website. Such risks include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, amount and/or weight, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Website may violate or may be asserted to violate third party rights, and the risk that user may incur costs of defense or other costs in connection with third parties’ assertion of third party rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants.

31.2 Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by users of the Website as a result of purchase and sale transactions in connection with using the Website may suffer harms and/or assert claims arising from their use of such products. Each user agrees that AmeriScraps shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any order risks.

32. No Warranty

32.1 Your use of our Website is at your own risk, and therefore you hereby acknowledge and agree that our Website and Services are provided “as is”, “with all faults”, and “as available”, including all content, guides, checklists, reference guides, sample filing forms, software, materials, services, functions and/or information made available thereby. It shall be your own responsibility to ensure that the Services or information available through this Website meet your specific requirements.

32.2 Neither AmeriScraps, nor its affiliates, subsidiaries, officers, employees and agents warrantee that the Website will be error-free, uninterrupted, secure, or produce any particular results; or that any listing, purchase, order, amount, information, guide, sheet, checklist and/or content will be current, measured useful and/or valid, or that it will produce any particular results or that the information obtained therefrom will be reliable or accurate. No advice or information given by AmeriScraps or its employees, affiliates, contractors and/or agents shall create a guarantee. No warranty or representation is made with regard to such services or products of third parties contacted on or through the Website. In no event shall AmeriScraps or our affiliates be held liable for any such services.

32.3 Neither AmeriScraps, nor its affiliates, licensors, owners, subsidiaries, brands or advertisers are a professional advisor in any industry. The results described in the Website are not typical and will vary based on a variety of factors outside the control of AmeriScraps. Your use of any information and/or materials on this Website is entirely at your own risk, for which we shall not be held liable.

33. Disclaimer of Damages

33.1 In no event shall AmeriScraps be liable to you or to any third party for any direct, indirect, incidental, consequential, special, exemplary or punitive damages, including but not limited to:

(i) damages for business interruption, loss of profits, loss of data, computer or software failure or inaccessibility or any other type of personal damages or losses arising out of or related to your use of or inability to use the Website, including negligence;

(ii) any defect or nonconformance in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Website or the ability of the Sellers to complete a sale or the ability of Buyer to complete a purchase;

(iii) infringement of third party intellectual property rights;

(iv) claims or demands that any collection, importation, export, distribution, offer, display, purchase, sale and/or use of products or Services offered or displayed on the Website may violate or may be asserted to violate third party rights; and/or

(v) claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants.

33.2 The aforementioned limitation of damage liability, shall be in force regardless of however caused or however awarded, regardless of the theory of liability applied (including contract, warranty or tort), whether active, passive or imputed, including negligence, strict liability, product liability or other legal theory, regardless of the product or service offered by action or inaction by merchant; and even if you have been advised of such possibility.

33.3 To the fullest extent allowable under applicable law, AmeriScraps hereby expressly disclaims any and all representations and warranties of any kind with respect to the Website, including any and all liability arising out of or related to any purported facts or information and description of any information, products and/or Services displayed on our Website, including all warranties of any kind, whether express or implied; including, without limitation, warranties of title, merchantability, accuracy, completeness, condition, quality, durability, performance, accuracy, reliability, suitability, fitness for a particular purpose or non-infringement.

34. Limitation of Liability

34.1 In recognition of the relative risks and benefits of the Services provided via the Website, to both AmeriScraps and the customer, the risks have been allocated such that you, our customer, hereby acknowledges and agrees, to the fullest extent permitted by law, to limit the maximum cumulative liability of AmeriScraps to you for any and all claims, losses, costs, damages of any nature, arising out of or related to your use of the Website and any Services thereon or whatsoever claims expenses from any cause or causes (including reasonable attorneys’ fees and costs and expert witness fees and costs), to the amount that is or results greater among:

(i) the amount paid, if any, by you to us in connection with the Website and any Services during the twelve (12) months prior to the action giving rise to such liability; or

(ii) USD$100 (One Hundred United States Dollars). The preceding sentence shall not preclude the requirement by the user to prove actual damages. All claims arising from the use of the Website or Services must be filed within one (1) year from the date the cause of action arose.

34.2 Certain jurisdictions do not allow the exclusion or limitation of implied warranties or damages. Henceforth, if you fall under rule of such jurisdictions, part or all of the disclaimers or liability limitations mentioned herein may not apply to you, and you might have additional rights not limited by law.

35. Indemnification

35.1 You agree to indemnify, defend and hold AmeriScraps and its independent contractors, affiliates, subsidiaries, officers, employees and agents, and their respective employees, agents and representatives, harmless from and against any and all actual or threatened proceedings (at law or in equity), suits, actions, damages, claims, deficiencies, payments, settlements, fines, judgments, costs, liabilities, losses and expenses (including, but not limited to, reasonable expert and attorney fees and disbursements) arising out of, caused or resulting from:

(i) your conduct and any user content;

(ii) your violation of these Terms or the Policy;

(iii) your violation of the rights of any third-party; and/or

(iv) the rules contained on the Website or the AmeriScraps Escrow Addendum, including, without limitation, payment of any fees, service, Escrow Service Fees and any charge-backs from a financial organization or payment processing entity. You agree to pay all costs and expenses (including reasonable attorneys' fees) that AmeriScraps may incur in order to collect any amounts you owe under these Terms and/or the AmeriScraps Escrow Addendum.

35.2 You hereby indemnify the Website and its management for any third party actions and content on the Website. The Website or its management is not obliged to monitor or review any actions that third party users post on our site. The Website and its management do not preview user communications before they appear on the site. The Company will not accept any responsibility or liability related to the content of any such communications, whether arising under the laws of copyright, defamation, privacy, obscenity, or otherwise. The Website and its management retain the right to remove in its sole discretion, communications that include any material deemed abusive, defamatory, obscene or otherwise inappropriate.

35.3 You indemnify the Website and its management for any time that the Website may be unavailable due to routine maintenance, updates or any other technical or non-technical reasons. You agree to indemnify the Website and its management for any error, omission, interruption, deletion, defect, delay in operation or transmission, communication line failure, theft or destruction or unauthorized access to your published content, damages from lost profits, lost data or business interruption.

35.4 You hereby indemnify the Website and its management and will not hold them responsible for copyright theft, reverse engineering and use of your content by other users on the website.

36. Generals

36.1 Advertisements and Promotions. From time to time, we may place ads and promotions from third party sources in the Website. Accordingly, your participation or undertakings in promotions of third parties other than AmeriScraps, and any terms, conditions, warranties or representations associated with such undertakings, are solely between you and such third party. AmeriScraps is not 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 third party advertisers on the Website.

36.2 Assignment. You may not assign or transfer these Terms by operation of law or otherwise without our prior written consent. Notwithstanding the foregoing, we may assign any rights or obligations hereunder to any current or future affiliated company and to any successor in interest. Any rights not expressly granted herein are thereby reserved. These terms will inure to the benefit of any successors of the parties. We reserve the right, at any time, to transfer some or all of AmeriScraps’ assets in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.

36.3 Content Moderation. AmeriScraps hereby reserves the right, at its sole and final discretion, to review any and all content delivered into the Website, and use moderators and/or any monitoring technology to flag and remove any user generated content or other content deemed inappropriate.

36.4 Force Majeure. AmeriScraps is no liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond AmeriScraps' reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure, from acts of nature, forces or causes beyond our control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

36.5 Headings. The titles of paragraphs in these Terms are shown only for ease of reference and will not affect any interpretation therefrom.

36.6 No Waiver. Failure by AmeriScraps to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.

36.7 No Relationship. You and AmeriScraps are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

36.8 Notices. All legal notices or demands to or upon AmeriScraps shall be made in writing and sent to AmeriScraps personally, by courier, certified mail, or facsimile, and shall be delivered to any address the parties may provide. For communications by e-mail, the date of receipt will be the one in which confirmation receipt notice is obtained. You agree that all agreements, notices, demands, disclosures and other communications that AmeriScraps sends to you electronically satisfy the legal requirement that such communication should be in writing.

36.9 No Embargo. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S.A. government’s embargo, or that has been designated by the U.S.A. government as a “terrorist supporting” country; and

(ii) you are not listed on any U.S.A. government list of prohibited or restricted parties or activities.

36.10 Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms will remain in full force and effect. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.

36.11 Waiver for California Residents If you are a user currently residing in the State of California, you hereby acknowledge and waive Section 1542 of the California Civil Code, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

36.12 Equitable remedies: You hereby acknowledge and agree that if these Terms are not specifically enforced, AmeriScraps will be irreparably damaged, and therefore you agree that AmeriScraps shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.

36.13 Notice for California Residents. As indicated in the California Civil Code, Section 1789.3, our California users have the right to be made aware of this information: the Website is provided by AmeriScraps. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

37. Applicable Law, Waiver, Dispute Resolution

37.1 Waiver of Class Actions, Non-Individualized Relief. You acknowledge and accept that claims brought against Wajooba shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding. Unless otherwise agreed by you and AmeriScraps, you may not adjoin or consolidate any claim with more than one person's; and you may not otherwise supervise or take over any form of a class, representative or consolidated proceeding.

37.2 Waiver of Jury Trial. The parties herein waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes be resolved by a competent judge.

37.3 Applicable Law. Your use of this Website and any cause of action, claim and/or dispute that might arise between the parties hereon, shall be subject to the laws of the State of Delaware, United States of America, without regard to conflict of law principles.

37.4 Arbitration Procedure. In the event of any dispute or difference between the parties in relation to or arising from these Terms, including but not limited to any and all escrow services and the formation, performance, interpretation, nullification, termination or invalidation thereof, the matter shall be referred to arbitration procedure.

37.5 Any arbitration shall be managed by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall be conducted in the English language in the City of Lewes, State of Delaware, United States of America in accordance with the provisions set forth in the Rules of the AAA. The arbitral tribunal shall comprise of three (3) arbitrators, one appointed by each of the parties and a third one, who shall preside the arbitral tribunal, shall be elected by the parties’ appointed arbitrators. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding.

37.6 The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

37.7 The arbitration must be concluded, and an award issued, no later than one hundred and twenty (120 days) following the filing of the demand for arbitration, unless all parties to the arbitration proceeding agree in writing to an extension.

37.8 If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, court costs, and disbursements in doing so. You agree that the unsuccessful party in any dispute arising from or relating to these Terms will be responsible for the reimbursement of the successful party’s reasonable attorney’s fees, court costs, and disbursements.

38. Contact

38.1 For any inquires or complaints regarding the Service or Website, please contact by email at contact@ameriscraps.com.