Identity Exchange User Agreement

Revision: [May 9th, 2011]

Before you may become a User of Identity Exchange, you must read and accept all of the terms in, and linked to, this User Agreement and the Privacy Policy. We, Identity Exchange (sometimes referred to hereinafter as "we" or "our"), strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you agree that the User Agreement and Privacy Policy will apply whenever you use Identity Exchange sites or services, or when you use the tools we make available to interact with Identity Exchange sites and services. If you use another Identity Exchange site, you agree to accept the User Agreement and Privacy Policy applicable to that site. Some Identity Exchange sites, services and tools may have additional or other terms that we provide to you when you use those sites, services or tools.

General

Notwithstanding anything herein to the contrary, Identity Exchange may refuse service or terminate service with any Buyer, Seller or User, for any reason, or no reason. In the event that Identity Exchange refuses service or terminates service with any Buyer, Seller, or User, said party hereby and forever releases, waives and holds harmless Identity Exchange from said action.

This Agreement may be modified by Identity Exchange, at any time, without notice or the prior consent of User. User, by its continued use of the Identity Exchange Services, Tools, or Sites, hereby consents to any and all modifications or amendments to this Agreement.

Definitions:

• Asset(s): The term "Asset(s)" shall mean any product, lead, or item sold, bargained for, or otherwise transferred from Seller to Buyer via Identity Exchange.
• Bid: The term "Bid" shall mean a legally binding obligation for the Buyer to purchase the Asset for the sum posted.
• Buyer: The term "Buyer" shall mean any User who purchases an Asset.
• Daily Spending Limits: The term "Daily Spending Limits" shall mean the maximum amount of money that Buyer desires to spend on Assets during a period of twenty-four hours.
• Listing(s): The term "Listing(s)" shall mean a Seller's offer to sell an Asset via Identity Exchange.
• PIN: The term "PIN" shall mean personal identification number.
• Seller: The term "Seller" shall mean any user who lists an Asset for sale.
• Services: The term "Services" shall mean any service provided by Identity Exchange.
• Sites: The term "Site(s)" shall mean domain or subdomain owned and operated by Identity Exchange, Inc.
• Tools: The term "Tools" shall mean any mechanism provided by Identity Exchange to facilitate the transaction between Buyer and Seller.
• User: The term "User" shall mean any party utilizing the Identity Exchange Sites or Services, including but not limited to the Buyer and Seller. Sometimes referred to hereinafter as "you" or "your."
• User Agreement: The term "User Agreement" or "Agreement" shall mean this document.
• Seller Profile: The term "Seller Profile" shall mean the seller's profile information that is visible to members of Identity Exchange.
• User Profile: The term "User Profile" shall mean the User's profile that is visible to the members of Identity Exchange.

Rules of use

Using Identity Exchange

While using Identity Exchange Sites, Services and Tools, User will not:

• post content or items in an inappropriate category or areas on our Sites and Services;
• violate any laws, third party rights, our policies, or this User Agreement, as may be amended.
• use our Sites, Services or Tools if User is not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using our Sites, Services or Tools;
• manipulate the price of any item or interfere with other Users' listings;
• circumvent or manipulate our fee structure, the billing process, or fees owed to Identity Exchange;
• knowingly post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Sites or using it for purposes unrelated to Identity Exchange);

Buyer's obligations

• Buyer agrees to perform its own and exhaustive due diligence regarding Seller Assets and/or reputation. Identity Exchange does not guarantee the items sold by its Sellers. Furthermore, Identity Exchange does not certify its Sellers. Accordingly, Buyers and/or the Users hereby assume the obligation to satisfy itself, without any reliance upon the representations or warranties of Identity Exchange, as to the Sellers and the Sellers Assets. User is hereby directed that it cannot rely upon any representation or warranty of Identity Exchange with regard to the Sellers, the Assets, or the advisability of the transaction. In the event that User utilizes the services of Identity Exchange, said use shall be construed to be definitive evidence that the User has completed any and all due diligence it believes, in its sole and absolute discretion, is required and is satisfied as to the advisability of the transaction.
• Buyer must immediately and in advance tender funds necessary or required by Identity Exchange to pay, in full, for its Bids.
• Buyer must setup and maintain Asset delivery methods with Identity Exchange. Failure of Buyer to do so may cause delay or failure in the delivery of the Asset.
• Buyer must review account activity in a timely fashion. Buyer is responsible to ensure that Buyer's Bids are acceptable in price and quantity. Identity Exchange is not responsible to monitor Buyer's Bids.
• Buyer must set up, maintain, and monitor Daily Spending Limits. Buyer is responsible for any amount in excess, if any, in the Daily Spending Limit.
• Identity Exchange reserves the right to temporarily, indefinitely or permanently suspend the Identity Exchange User account immediately, for any reason, as detailed herein, but such action is likely if Identity Exchange suspects abuse, excessive claims, tampering, or interference with the proper working of the program.

Seller's obligations

To promote a safe, fair, and enjoyable trading experience, Identity Exchange has established a set of rules and policies for Sellers posting for sale their Assets. These restrictions involve how Assets are described, and practices that would provide an unfair advantage or result in a negative Buyer experience.

Learning about Identity Exchange's policies before Seller lists and Asset for sale will help the Seller avoid the unintentionally breaking of rules.

Violations of these policies may result in a range of actions, including:

• Listing cancellation
• Limits on account privileges
• Account suspension

When policy violations occur, Identity Exchange may send an email to the Seller, as well as Buyer, to advise them that a listing has been canceled.

The following are some rules for Listing the Seller's Assets:

• Listings must not misrepresent Assets.
• Sellers need to make sure that their Listings accurately represent the Assets being sold. When Sellers use unfair methods to divert Buyers to their Listing, it's called search and browse manipulation, and is not tolerated. Seller hereby warrant that the Listings accurately identify and describe the Assets and Seller hereby warrants the Asset is as described. Furthermore, Seller acknowledges that Buyer is relying upon the information provided by Seller to purchase the Asset. Seller hereby agrees to and does indemnify and hold harmless Identity Exchange from an against any and all liability, including attorneys fees and costs, whether or not litigation is commenced, resulting from Seller's Listing.
• Listings cannot use techniques to avoid or circumvent Identity Exchange fees.

Except as noted in the specific policy as exceptions, Sellers cannot:

• Offer a catalog from which Buyers may directly order.
• Include separate payment surcharges that Buyers pay to use ordinary forms of payment.
• Misuse the reserve price option, if any.
• Offer the opportunity through Identity Exchange to purchase the item or other merchandise outside of Identity Exchange.
• Use their User Profile to promote outside-of-Identity Exchange sales or prohibited actions.

Listings must promote a fair and level playing field, and provide an enjoyable and safe experience for Buyers.

Except as noted in the specific policy as exceptions, Sellers cannot:

• Solicit funds specifically permitted by Identity Exchange as accepted payment methods.
• Include links that do not conform to Identity Exchange's links policy, which limits specific types of links to those limited to links to further descriptions or email addresses.
• Use of prohibited HTML tags and any JavaScript in listings, or the Profile Page.
• Promote giveaways, random drawings, raffles, prizes, or bonuses.
• Use profanity in a Listing.

Indemnification

You shall indemnify, defend and hold harmless Identity Exchange, its officers, directors, subsidiaries, principals, agents, volunteers, contractors, and employees from any and all liability, loss, expense (including reasonable attorneys' fees and other defense costs), or claims imposed for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, or property damage occurring by reason of any acts or omissions on the part of the User's own officers, agents, contractors, or employees under or in connection with any obligation delegated to the User under this Agreement. This indemnity shall survive termination of this Agreement for the maximum period under the law, but in no case shall it survive for less than one year.

1. Disclaimer of Warranties. THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT THEIR USE OF THE SERVICES ARE AT THEIR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IDENTITY EXCHANGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

a. WITHOUT LIMITING THE FOREGOING, IDENTITY EXCHANGE MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET THE BUYER, SELLER, OR USER'S REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE USER THROUGH THE SERVICE WILL MEET THEIR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

b. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT THE BUYERS, SELLERS AND USER'S OWN DISCRETION AND RISK AND THE BUYER, SELLER AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

c. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE BUYER OR SELLER OR USER FROM OR THROUGH IDENTITY EXCHANGE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

d. LIMITATION OF LIABILITY. THE BUYER, SELLER AND USER EXPRESSLY UNDERSTAND AND AGREE THAT IDENTITY EXHANGE ITS OFFICERS, DIRECTORS, SUBSIDIARIES, PRINCIPALS, AGENTS, VOLUNTEERS, CONTRACTORS, AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, PERSONAL PROPERTY, INCLUDING BUT NOT LIMITED TO HARDWARE, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IDENTITY EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE USER'S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES THAT IDENTITY EXCHANGE IS LIABLE TO THE BUYER, SELLER, OR USER FOR ANY CAUSE OF ACTION, THE BUYER, SELLER, OR USER HEREBY AGREES THAT THE DAMAGES OBTAINED SHALL BE LIMITED TO THE LESSER OF THE ACTUAL BENEFIT RECEIVED BY IDENTITY EXCHANGE FROM THE BUYER, SELLER OR USER OR $100.

Dispute resolution

If a dispute arises between the User and Identity Exchange the User agrees that it will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a "Claim") in accordance with one of the subsections below or as Identity Exchange may otherwise agree in writing. Before resorting to these alternatives, User shall contact Identity Exchange, in writing, to detail the Claim, after-which, Identity Exchange shall have fifteen (15) business days to respond to User, prior to User seeking resolution of the Claim through such means as mediation, arbitration, or litigation. Identity Exchange will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of Utah as they apply to agreements entered into and to be performed entirely within Utah between Utah businesses, without regard to conflict of law provisions. User agrees that any Claim or dispute User may have against Identity Exchange must be resolved exclusively by a state or federal court located in Utah County, Utah, except as otherwise agreed by the parties. User agrees and hereby does submit to the personal jurisdiction of the courts located within Utah County, Utah for the purpose of litigating all such Claims or disputes.

Improperly Filed Claims - All Claims User brings against Identity Exchange must be resolved in accordance with this Dispute Resolution section. All Claims filed or brought contrary to the Dispute Resolution section shall be considered improperly filed. Should User file a claim contrary to the Dispute Resolution section, Identity Exchange may recover attorneys' fees and costs for User's improper filing.

In consideration for the use of the Site and the Services, if a dispute arises between Buyer, Seller or other User, resulting from the use of the Site or Services, the parties agree to release, forever discharge, and hold harmless Identity Exchange from and against any and all liability, including attorney fees and costs, that arise from use of the Site or Services.

Handling of Funds

Users, both Buyer and Seller, hereby acknowledge that Identity Exchange does not handle any of the funds ('Funds') used to consummate the transactions facilitated by Identity Exchange and that there will likely be a waiting period of at least six business days prior to any Funds deposited for use in an Identity Exchange transaction being available for use to complete the transaction. Users, both Buyer and Seller, hereby acknowledge that Landmark Clearing, Inc., is handling the Funds and that there is inherent risk in a third party's handling of Funds due to Identity Exhange's lack of control. Identity Exchange, therefore cannot be liable for the handling or use of the Funds and User, both Buyer and Seller, hereby agrees to and does release Identity Exchange from and against the mishandling or misuse of Funds and agrees to look solely and exclusively to Landmark Clearing, Inc., for causes of actions related to the handling or use of Funds.

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Identity Exchange Privacy Policy

Revision: [Sept 3rd, 2009]

This Privacy Policy describes how we handle your personal information for our services on the Identity Exchange websites. It applies generally to the Identity Exchange.com website and content and other related websites where this policy appears in the footer of the page. Some Identity Exchange-branded websites or websites we operate may be governed by separate privacy policies. The policy that applies on any of our domains or subdomains is always the policy that appears in the footer of each website.

Our subsidiaries' and joint ventures' privacy practices are similar to those described in this Privacy Policy. Subject to the requirements of applicable law, we strive to provide a consistent set of privacy practices throughout the global Identity Exchange trading community. By accepting the Privacy Policy and the User Agreement in registration, you expressly consent to our collection, storage, use and disclosure of your personal information as described in this Privacy Policy. This Privacy Policy is effective upon Users use of the Site.

Unless otherwise defined herein, capitalized terms have the same meaning as defined in the Identity Exchange User Agreement.

Collection

You may visit our site anonymously. In other words, you can browse our sites without telling us who you are or revealing any personal information about yourself. Once you give us your personal information, you are not anonymous to us. If you choose to provide us with personal information, you consent to the transfer and storage of that information on our servers located currently in the United States.

We may collect and store the following personal information:

• Contact and/or personal information including but not limited to an email address, physical contact information, and (depending on the service used) financial information, such as credit card or bank account numbers;
• transactional information based on your activities on the sites (such as bidding, buying, selling, item and content you generate or that relates to your account);
• shipping, billing and other information you provide to purchase or ship an item;
• community discussions, chats, dispute resolution, correspondence through our sites, and correspondence sent to us;
• other information from your interaction with our sites, services, content and advertising, including computer and connection information, statistics on page views, traffic to and from the sites, ad data, IP address and standard web log information;
• additional information we ask you to submit to authenticate yourself or if we believe you are violating site policies (for example, we may ask you to send us an ID or bill to verify your address, or to answer additional questions online to help verify your identity or ownership of an item you list);
• information from other companies, such as demographic and navigation data;
• other supplemental information from third parties (for example, if you incur a debt to Identity Exchange, we will generally conduct a credit check by obtaining additional information about you from a credit bureau, as permitted by law).

Marketing

We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. As described below, we may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others' rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses. We may combine your information with information we collect from other companies and use it to improve and personalize our services, content and advertising. If you don't wish to receive marketing communications from us or participate in our ad-customization programs, simply indicate your preference in My Identity Exchange or by following the directions provided with the communication or advertisement.

Use

Our primary purpose in collecting personal information is to provide you with a safe, smooth, efficient, and customized experience. You agree that we may use your personal information to:

• provide the services and customer support you request;
• resolve disputes, collect fees, and troubleshoot problems;
• prevent potentially prohibited or illegal activities, and enforce our User Agreement;
• customize, measure and improve our services, content and advertising;
• tell you about our services and those of our corporate family, targeted marketing, service updates, and promotional offers based on your communication preferences;
• compare information for accuracy, and verify it with third parties, and,
• comply with the disclosure practices or this User Agreement, described herein.

Our Disclosure of Your Information

We may disclose personal information to respond to legal requirements, enforce our policies, respond to claims that a listing or other content violates the rights of others, or protect anyone's rights, property, or safety. Such information will be disclosed in accordance with applicable laws and regulations.

We may also share your personal information with:

• Members of the Identity Exchange Inc. corporate family - to provide joint content and services (like registration, transactions and customer support), to help detect and prevent potentially illegal acts and violations of our policies, and to guide decisions about their products, services and communications.
• Service providers under contract who help with our business operations (such as fraud investigations, bill collection, affiliate and rewards programs and co-branded credit cards).
• Other third parties to whom you explicitly ask us to send your information (or about whom you are otherwise explicitly notified and consent to when using a specific service).
• Law enforcement or other governmental officials, in response to a verified request relating to a criminal investigation or alleged illegal activity. In such events, we will disclose information relevant to the investigation, such as name, city, state, zip code, telephone number, email address, User ID history, IP address, fraud complaints, and bidding and listing history.
• Identity Exchange under confidentiality agreement, as we in our sole discretion believe necessary or appropriate in connection with an investigation of fraud, intellectual property infringement, piracy, or other unlawful activity. In such events, we will disclose name, street address, city, state, zip code, country, phone number, email address and company name.
• Other business entities, should we plan to merge with or be acquired by that business entity.

Without limiting the above, in an effort to respect your privacy and our ability to keep the community free from bad actors, we will not otherwise disclose your personal information to law enforcement, other government officials, or other third parties without a subpoena, court order or substantially similar legal procedure, except when we believe in good faith that the disclosure of information is necessary to prevent imminent physical harm or financial loss or to report suspected illegal activity.

Information You Share on Identity Exchange

If you access our sites from a shared computer or a computer in an internet cafe, certain information about you, such as your User ID, activity or reminders from Identity Exchange, may also be visible to other individuals who use the computer after you.

Using Information from Identity Exchange

Identity Exchange enables you to share personal and financial information to complete transactions. We encourage you to disclose your privacy practices and respect the privacy of other users. We cannot guarantee the privacy or security of your information and therefore we encourage you to evaluate the privacy and security policies of your trading partner before entering into a transaction and choosing to share your information. To help protect your privacy, we allow only limited access to other users' contact, shipping and financial information to facilitate your transactions. When users are involved in a transaction, they may have access to each other's name, User ID, email address and other contact information. In all cases, you must give other users a chance to remove themselves from your database and a chance to review what information you have collected about them.

You agree to use user information only for:

• Identity Exchange transaction-related purposes that are not unsolicited commercial messages;
• using services offered through Identity Exchange (e.g. escrow, insurance, shipping and fraud complaints), or
• other purposes that a user expressly chooses.

No Spam, Spyware or Spoofing

We and our users do not tolerate spam. Make sure to set your Identity Exchange notification preferences so we communicate to you as you prefer. You are not licensed to add other Identity Exchange users, even a user who has purchased an item from you, to your mailing list (email or physical mail) without their express consent. To report Identity Exchange-related spam or spoof emails to Identity Exchange, please forward the email to support@identityexchange.com or support@identityexchange.com. You may not use our communication tools to send spam or otherwise send content that would violate our User Agreement. We automatically scan and may manually filter messages to check for spam, viruses, phishing attacks and other malicious activity or illegal or prohibited content, but we do not permanently store messages sent through these tools. If you send an email to an email address that is not registered in our community (via Refer-a-Friend or other tools), we do not permanently store that email or use that email address for any marketing purpose. We do not rent or sell these email addresses.

Account Protection

Your password and PIN are the keys to your account. It is your responsibility to ensure your password and PIN are protected from unauthorized use. Accordingly, Identity Exchange encourages the use of unique numbers, letters and special characters in creating your password and PIN, and recommends that you do not disclose your Identity Exchange password or PIN to anyone. If you do share your password or your personal information with others, you are responsible for all actions taken in the name of your account. Therefore, you are legally bound by any action taken in the name of your account. Therefore, if your password has been compromised for any reason, you should immediately notify Identity Exchange and change your password.

Accessing, Reviewing and Changing Your Personal Information

As part of the California Online Privacy Protection Act, all users of our site may make any changes to their information at anytime by logging into Identity Exchange and going to the 'Personal Information' page. You can see, review and change most of your personal and company information by signing on to Identity Exchange. Generally, we will not manually modify your information because it is very difficult to verify your identity remotely. You must promptly update your personal information if it changes or is inaccurate. Upon your request, we will close your account and remove your personal and company information from view as soon as reasonably possible, based on your account activity and in accordance with applicable law. We do retain personal information from closed accounts to comply with law, prevent fraud, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigations, enforce our Identity Exchange User Agreement, and take other actions otherwise permitted by law.

Security

Your information is stored on our servers located in the United States. We treat data as an asset that must be protected and use a variety of specific tools (encryption, passwords, physical security, etc.) to protect your personal information against unauthorized access and disclosure. However, as you probably know, third parties may unlawfully intercept or access transmissions or private communications, and other users may abuse or misuse your personal information that they collect from the site. Therefore, although we work very hard to protect your privacy, we do not promise, and you should not expect, that your personal information or private communications will always remain private. In consideration for using the Site, the User hereby releases and forever discharges Identity Exchange from and against any and all liability associated with the unlawful intercept, access to or disclosure of the User's information stored on Identity Exchange servers.

Third Parties

Except as otherwise expressly included in this Privacy Policy, this document addresses only the use and disclosure of information we collect from you. If you disclose your information to others, whether they are bidders, Buyers or Sellers on our sites or other sites throughout the internet, different rules may apply to their use or disclosure of the information you disclose to them. Identity Exchange does not control the privacy policies of third parties, and you are subject to the privacy policies of those third parties where applicable. We encourage you to ask questions before you disclose your personal information to others.

BY USING OUR SITE, YOU CONSENT TO OUR PRIVACY POLICY.