UrbanSpotlite.com is a social networking service where urban culture runs wild. The services offered by UrbanSpotlite.com ("Minkoze.com, LLC" or "we") include the UrbanSpotlite.com website (the "UrbanSpotlite Website"), the UrbanSpotlite.com Internet messaging service, and any other features, content, or applications offered from time to time by UrbanSpotlite.com in connection with the UrbanSpotlite Website (collectively, the "UrbanSpotlite Services"). The UrbanSpotlite Services are hosted in the U.S.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the UrbanSpotlite.com Services. By using the UrbanSpotlite.com Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the UrbanSpotlite Website) or you are a "Member" (which means that you have registered with UrbanSpotlite.com). The term "User" refers to a Visitor or a Member. You are only authorized to use the UrbanSpotlite Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the UrbanSpotlite Website and discontinue use of the UrbanSpotlite.com Services immediately. If you wish to become a Member, communicate with other Members and make use of the UrbanSpotlite.com Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes UrbanSpotlite.com's policy for acceptable use of the UrbanSpotlite Services and Content posted on the UrbanSpotlite Website, your rights, obligations and restrictions regarding your use of the UrbanSpotlite Services and UrbanSpotlite.com's Privacy Policy. In order to participate in certain UrbanSpotlite Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the UrbanSpotlite Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

UrbanSpotlite.com may modify this Agreement from time to time and such modifications shall be effective upon posting by UrbanSpotlite.com on the UrbanSpotlite Website. You agree to be bound to any changes to this Agreement when you use the UrbanSpotlite Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on UrbanSpotlite.com and that you provide to other Users. Your UrbanSpotlite.com profile may not include the following items: telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other UrbanSpotlite.com Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and UrbanSpotlite.com assumes no responsibility or liability for this material. If you become aware of misuse of the UrbanSpotlite Services by any person, please contact UrbanSpotlite.

UrbanSpotlite.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the UrbanSpotlite Services at any time, for any or no reason, with or without prior notice, and without liability.

Eligibility. Use of and Membership in the UrbanSpotlite Services is void where prohibited. By using the UrbanSpotlite Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the UrbanSpotlite Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 13 years of age. Term. This Agreement shall remain in full force and effect while you use the UrbanSpotlite Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. UrbanSpotlite.com may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17. Fees. You acknowledge that UrbanSpotlite.com reserves the right to charge for the UrbanSpotlite Services and to change its fees from time to time in its discretion. If UrbanSpotlite.com terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify UrbanSpotlite.com immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. Non-commercial Use by Members. The UrbanSpotlite Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by UrbanSpotlite.com. Illegal and/or unauthorized use of the UrbanSpotlite Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the UrbanSpotlite.com Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the UrbanSpotlite Services. Proprietary Rights in Content on UrbanSpotlite.com. UrbanSpotlite.com does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the UrbanSpotlite Services. After posting your Content to the UrbanSpotlite Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the UrbanSpotlite Services, you hereby grant to UrbanSpotlite.com a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the UrbanSpotlite Services. Without this license, UrbanSpotlite.com would be unable to provide the UrbanSpotlite Services. For example, without the right to modify Member Content, UrbanSpotlite.com would not be able to digitally compress music files that Members submit or otherwise format Content to satisfy technical requirements, and without the right to publicly perform Member Content, UrbanSpotlite.com could not allow Users to listen to music posted by Members. The license you grant to UrbanSpotlite.com is non-exclusive (meaning you are free to license your Content to anyone else in addition to UrbanSpotlite.com), fully-paid and royalty-free (meaning that UrbanSpotlite.com is not required to pay you for the use on the UrbanSpotlite Services of the Content that you post), sublicensable (so that UrbanSpotlite.com is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the UrbanSpotlite Services), and worldwide (because the Internet and the UrbanSpotlite Services are global in reach). This license will terminate at the time you remove your Content from the UrbanSpotlite Services. The license does not grant UrbanSpotlite.com the right to sell your Content, nor does the license grant UrbanSpotlite.com the right to distribute your Content outside of the UrbanSpotlite Services.

You represent and warrant that: (i) you own the Content posted by you on or through the UrbanSpotlite Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the UrbanSpotlite Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the UrbanSpotlite Services. UrbanSpotlite.com hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the UrbanSpotlite.com Content (excluding any software code) solely for your personal use in connection with viewing the UrbanSpotlite Website and using the UrbanSpotlite Services. The UrbanSpotlite Services contain Content of Users and other UrbanSpotlite.com licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the UrbanSpotlite Services. Content Posted. UrbanSpotlite.com may delete any Content that in the sole judgment of UrbanSpotlite.com violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. UrbanSpotlite.com assumes no responsibility for monitoring the UrbanSpotlite Services for inappropriate Content or conduct. If at any time UrbanSpotlite.com chooses, in its sole discretion, to monitor the UrbanSpotlite Services, UrbanSpotlite.com nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. You are solely responsible for the Content that you post on or through any of the UrbanSpotlite Services, and any material or information that you transmit to other Members and for your interactions with other Users. UrbanSpotlite.com does not endorse and has no control over the Content. Content is not necessarily reviewed by UrbanSpotlite.com prior to posting and does not necessarily reflect the opinions or policies of UrbanSpotlite.com. UrbanSpotlite.com makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the UrbanSpotlite Services. UrbanSpotlite.com reserves the right to investigate and take appropriate legal action against anyone who, in UrbanSpotlite.com's sole discretion, violates this provision, including without limitation, removing the offending communication from the UrbanSpotlite Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of UrbanSpotlite.com: is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person; exploits people in a sexual or violent manner; contains nudity, violence, or offensive subject matter or contains a link to an adult website; solicits personal information from anyone under 18; provides any telephone numbers, street addresses, last names, URLs or email addresses; promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; includes a photograph of another person that you have posted without that person's consent; or for band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile. The following is a partial list of the kind of activity that is illegal or prohibited on the UrbanSpotlite Website and through your use of the UrbanSpotlite Services. UrbanSpotlite.com reserves the right to investigate and take appropriate legal action against anyone who, in UrbanSpotlite.com's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; advertising to, or solicitation of, any Member to buy or sell any products or services through the UrbanSpotlite Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the UrbanSpotlite Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, UrbanSpotlite.com reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which UrbanSpotlite.com deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the UrbanSpotlite Services, you acknowledge that you will have caused substantial harm to UrbanSpotlite.com, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay UrbanSpotlite.com $50 for each such unsolicited email or other unsolicited communication you send through the UrbanSpotlite Services; covering or obscuring the banner advertisements on your personal profile page, or any UrbanSpotlite.com page via HTML/CSS or any other means; any automated use of the system, such as using scripts to add friends or send comments or messages; interfering with, disrupting, or creating an undue burden on the UrbanSpotlite Services or the networks or services connected to the UrbanSpotlite Services; attempting to impersonate another Member or person; for band profiles, copying the code for your UrbanSpotlite.com Player and embedding it into other profiles or asking other Members to embed it into their profiles; using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account; selling or otherwise transferring your profile; using any information obtained from the UrbanSpotlite Services in order to harass, abuse, or harm another person; displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the UrbanSpotlite Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your "Top 8" friends, or sending private messages with a commercial purpose; or using the UrbanSpotlite Services in a manner inconsistent with any and all applicable laws and regulations. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of UrbanSpotlite.com to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to UrbanSpotlite.com by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the UrbanSpotlite Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the UrbanSpotlite Services; (iv) your address, telephone number, and email address; (v) a written 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; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. For notice of claims of copyright infringement contact UrbanSpotlite.com, LLC 's at UrbanSpotlite.com, LLC, 244 Fifth Avenue, Suite K261, New York, NY 10001

Member Disputes. You are solely responsible for your interactions with other UrbanSpotlite.com Members. UrbanSpotlite.com reserves the right, but has no obligation, to monitor disputes between you and other Members. Privacy. Use of the UrbanSpotlite Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference. Disclaimers. UrbanSpotlite.com is not responsible for any incorrect or inaccurate Content posted on the UrbanSpotlite.com Website or in connection with the UrbanSpotlite Services, whether caused by Users of the UrbanSpotlite Services or by any of the equipment or programming associated with or utilized in the UrbanSpotlite Services. Profiles created and posted by Members on the UrbanSpotlite.com Website may contain links to other websites. UrbanSpotlite.com is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by UrbanSpotlite.com. Inclusion of any linked website on the UrbanSpotlite Services does not imply approval or endorsement of the linked website by UrbanSpotlite.com. When you access these third-party sites, you do so at your own risk. UrbanSpotlite.com takes no responsibility for third party advertisements which are posted on this UrbanSpotlite Website or through the UrbanSpotlite Services, nor does it take any responsibility for the goods or services provided by its advertisers. UrbanSpotlite.com is not responsible for the conduct, whether online or offline, of any User of the UrbanSpotlite Services. UrbanSpotlite.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. UrbanSpotlite.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the UrbanSpotlite Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the UrbanSpotlite Services. Under no circumstances shall UrbanSpotlite.com be responsible for any loss or damage, including personal injury or death, resulting from use of the UrbanSpotlite Services, attendance at a UrbanSpotlite.com event, from any Content posted on or through the UrbanSpotlite Services, or from the conduct of any Users of the UrbanSpotlite Services, whether online or offline. The UrbanSpotlite Services are provided "AS-IS" and as available and UrbanSpotlite.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. UrbanSpotlite.com cannot guarantee and does not promise any specific results from use of the UrbanSpotlite Services. Limitation on Liability. IN NO EVENT SHALL UrbanSpotlite.com BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF UrbanSpotlite.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UrbanSpotlite.com'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO UrbanSpotlite.com FOR THE URBANSPOTLITE SERVICES DURING THE TERM OF MEMBERSHIP. U.S. Export Controls. Software available in connection with the UrbanSpotlite Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the UrbanSpotlite Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Disputes. If there is any dispute about or involving the UrbanSpotlite Services, you agree that the dispute shall be governed by the laws of the State of New York, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of New York, City of New York. Either UrbanSpotlite.com or you may demand that any dispute between UrbanSpotlite.com and you about or involving the UrbanSpotlite Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in New York, New York, USA, provided that the foregoing shall not prevent UrbanSpotlite.com from seeking injunctive relief in a court of competent jurisdiction. Indemnity. You agree to indemnify and hold UrbanSpotlite.com, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the UrbanSpotlite Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the UrbanSpotlite Website or through the UrbanSpotlite Services causes UrbanSpotlite.com to be liable to another. Other. This Agreement is accepted upon your use of the UrbanSpotlite Website or any of the UrbanSpotlite Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and UrbanSpotlite.com regarding the use of the UrbanSpotlite Services. The failure of UrbanSpotlite.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Please contact us at: Contact UrbanSpotlite.com with any questions regarding this Agreement.

Online Marketplace Role.  The UrbanSpotlite Website provides a platform (“Online Marketplace”) for third-party sellers ("Sellers") and buyers ("Buyers") to negotiate and complete transactions. The UrbanSpotlite Website or Online Marketplace is not involved in the actual transaction between Sellers and Buyers and is not the agent of and has no authority for either for any purpose. As a Seller, you may list any item on the Site unless it is a prohibited item as defined in the procedures and guidelines contained in the Terms of Service or within the guidelines set forth within the Online Marketplace, or otherwise prohibited by law. Without limitation, you may not list any item or link or post any related material that (i) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (ii) constitutes libel or slander or is otherwise defamatory; or (iii) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the item for sale. UNDER NO CIRCUMSTANCE SHALL URBANSPOTLITE.COM, LLC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF THE URBANSPOTLITE WEBSITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE URBANSPOTLITE WEBSITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, WILL NOT BE HELD LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY INTERRUPTION OF TRANSMISSION TO OR FROM OUR WEBSITE, (III) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE  URBANSPOTLITE WEBSITE WEBSITES OR SERVICES (“ONLINE MARKETPLACE”), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. (IV) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, OR ANY AND ALL PRODUCTS OBTAINED FROM THE SALE OR PURCHASE WITHIN THIS WEBSITE AND SERVICES. (V) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN.

Membership Online Store Fees and Payment Terms.  Please review the Membership Fees and Payment Terms contained in the Online Marketplace. All listing fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The Membership Fees and Payment Terms may vary in the future. Membership Fees and Payment Terms goes into effect on the date of business/product listing, the item shall govern the transaction. You should check the fees and terms each time you participate. All fees, including but not limited to membership plan fees, are payable upon demand on a Visa, MasterCard, American Express credit card. All fees, including the registration fee of $90, are non-refundable. When you make a sale on UrbanSpotlite.com, you will be charged 15% of the total sale price. This percentage does not include the shipping price. If the seller cancels their membership or has their membership canceled by UrbanSpotlite.com the registration fee remains non-refundable. By listing an item for sale on the Site, you authorize The UrbanSpotlite Website to charge your credit card for amounts due/service rendered.

As a Seller or Buyer, you use the Site and the Services at your own risk.

Online Marketplace Payment Service.  IN ORDER TO SELL ITEMS IN THE ONLINE MARKETPLACE, YOU MUST REGISTER WITH THE ONLINE MARKETPLACE AND USE THE SUPPLIED/PERMITTED METHOD OF PAYMENT FULLFILLMENT SERVICE ("Payment Service").

1. The method of payment set forth serves to facilitate the purchase of Seller items listed on the Site. A Buyer's authorized credit card payment ("Payment Transaction") is credited through the accepted credit card provider; the purchase is then listed and made viewable on the registered Seller's account ("Seller's Control Panel"). All moneys owed the seller minus fees, commissions, applicable taxes etc. will be completed through the Online Marketplace account group. Eligible Buyers may elect to purchase an Online Marketplace gift certificate directly from the Online Marketplace which is acceptable legal tender within the Online Marketplace. In this case the seller would submit the gift certificate “code number” to the Online Marketplace account group for redemption of owed payment. The method of payment helps facilitate Online Marketplace transactions and has no connection to or as the purchaser of the Seller's goods. Seller will resolve any dispute directly with Buyer not through the method of payment. Seller must register with the Online Marketplace to successfully purchase goods/service within the Online Marketplace. You must provide us true and accurate information when registering and must maintain and update that information as applicable. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller must be 18 years old or older at time of agreement. Seller authorizes us to verify his or her information (including any updated information).

a. The purchase of goods/services within the Online Marketplace is available only to individuals and others who meet the terms of service/eligibility for the Online Marketplace selling community, who have been issued a credit card by a United States bank, and whose applications are acceptable to the Online Marketplace, its parent companies and subsidiaries. Payment Transactions are facilitated via accepted credit providers or Online Marketplace gift certificates, which are subject to Online Marketplace Terms and Conditions.

b. The Online Marketplace is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We will send a receipt to Seller via e-mail for each completed transaction. In addition, Seller can access his or her Payment Service transaction information within their Online Marketplace account control panel when logged on with your created seller’s password.

c. All order balances will be reflected in the Seller's Account Summary located on the registered sellers account control panel accessed via the registered Seller's password. The Online Marketplace will initiate payment to the seller via mailed paper company check after we receive and process the initial buyer payment. (30 day cycle)

d.  The UrbanSpotlite Website will provide a full refund directly to any Buyer who remits payment. If the item cannot be shipped at the close of the sale, Seller must provide the refund promptly, but in no case later than thirty (30) days following the close of the sale.

e. As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to Seller: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason.

f. If we reasonably conclude based on information available to us that Sellers actions and/or performance in connection with the Services may result in a significant number of Buyer disputes, charge backs or other claims, we reserve the right to delay Payment to a Seller beyond the standard 30 day time period; following the initial date of suspension or completion of an investigation regarding Buyer disputes, charge backs or other claims.

g. We reserve the right to delay payment to a Seller pending an investigation if we, in our sole discretion, believe Buyer or Seller may have violated the Terms of Service. Notwithstanding any other provision of this Participation Agreement, if we determine, in our sole discretion, that Seller has violated this Participation Agreement, we may refuse to deliver a Payment and may instead maintain the amount of such payment in a trust account or may return the amount of the payment to Buyer. We will not be liable to Seller if we act in accordance with the provisions of this Section.

h. All notices will be sent by e-mail. We will send notices to Seller at the e-mail address maintained in the Online Marketplace records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Seller will send notices to us at the following address: sellers@UrbanSpotlite.com  E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the Business Day after transmission if properly addressed to the intended recipient. If not sent by e-mail, notice may be provided in writing and mailed U.S. Mail, postage paid, First Class mail properly addressed or personally delivered by express courier such as Federal Express. First Class mail is properly addressed if sent by us to the address maintained in our records for Seller. First Class mail is properly addressed if sent by Seller to the current address published by us on our Web site. First Class mail is deemed received three Business Days after it is deposited in the U.S. Mail. A notice sent by express courier is deemed received when personally delivered to the intended recipient or to a person with apparent authority to receive such delivery on behalf of the intended recipient.

i. In the event of membership termination either initiated from you the seller or us the Online Marketplace, any and all outstanding payments, balances or moneys owed to either the seller or the Online Marketplace must be fulfilled and paid in full, as well as any products/services promised and paid for by the buyer must be fulfilled. If fulfillment is not granted by any party legal action will be taken.

Online Marketplace Rights.  The Online Marketplace retains the right to immediately halt sale, prevent or restrict access to the Site or the Services, or take any other action to restrict access to or availability of objectionable material, any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the procedures and guidelines contained in the Terms of Service or within the Online Marketplace.

Online Marketplace Provider Transactions

a. Seller’s are obligated to sell products, goods, services at the listed price to Buyers who meet the Seller's terms. By listing an item and price, you the Seller represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.

Online Marketplace Provider Obligation

By entering into this Participation Agreement and posting products for sale, you agree to complete the transaction as described by this Participation Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

Online Marketplace Sales, Use, or Similar Taxes

You agree that it is the Seller’s responsibility to determine whether sales, use, or similar taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that the Online Marketplace or any of its other subsidiaries is not obligated to determine whether sales, use, or similar taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction.

Online Marketplace Refund Obligation. Sellers must provide a full refund directly to any Buyer who remits payment, if the item cannot be shipped at the close of the sale or item/items purchased by buyer are delivered in a state that was not initially agreed upon (i.e. – damaged goods, missing materials etc.) Seller must provide the refund promptly, but in no case later than thirty (30) days following the close of the sale. Any Buyer who believes he/she may be entitled to a refund on this basis can contact the Seller directly. Moneys refunded by The UrbanSpotlite Website before financial transaction has been processed and goods/service have been received between Buyer and Seller will only pertain directly to the item price and not with shipping/return ship/re-shipment, applicable taxes or transaction fees. It is at the Seller’s discretion weather shipment/return ship/re-shipment fees are refunded either in part or whole. Online Marketplace transaction fees are non-refundable items for both the Buyer and Seller. Refunds will be honored directly from The UrbanSpotlite Website only before transactions have been processed and before any goods and services or moneys have been received between Buyer and Seller. The following protocol must be followed for any refunds to be honored by The UrbanSpotlite Website:

1) Refund claims must be issued in writing via E-mail and sent directly to The UrbanSpotlite Website from the registered e-mail address that the buyer has on file with Online Marketplace. Include all transaction, invoice and order numbers pertaining to item/items purchased from seller to buyer viewable within body of e-mail (no attachments please). E-mail refund@UrbanSpotlite.com

2) Refund claims must be issued in writing via E-mail and sent directly to The UrbanSpotlite Website from the registered e-mail address that the buyer has on file with Online Marketplace. Include all transaction, invoice and order numbers pertaining to item/items purchased from seller to buyer viewable within body of e-mail (no attachments please).

3) All information must be received by The UrbanSpotlite Website within three (3) business days from initial transaction between buyer and seller.

All other shipping charges, return issues, transactions, services, pricing questions and/or issues must be handled directly between Buyer and Seller.

Online Marketplace Cancellation Policy. You can cancel your order before your product is shipped and within 3 business days from initial transaction for a full refund of product/service minus transaction fees. Simply contact us at cancellations@UrbanSpotlite.com and reference your order number.

Online Marketplace Shipping Policy. All shipping information, incorrect shipment, tracking information, criteria, deliveries and charges are set and controlled directly through the Seller and whichever service the Seller makes available for product/service transaction. The UrbanSpotlite Website is not involved directly or indirectly with the shipment process and cannot be held liable for any and all issues pertaining to shipping. Please contact the Seller directly in reference to shipping questions/concerns. In the event Seller becomes unreachable; The UrbanSpotlite Website will provide remediation on a case by case basis.


Online Marketplace Illegal Activity.

a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and The UrbanSpotlite Website /Online Marketplace will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

b. Investigation. The UrbanSpotlite Website/Online Marketplace has the right, but not the obligation, to monitor any activity and content associated with this Site. The UrbanSpotlite Website/Online Marketplace may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings and bids. The UrbanSpotlite Website/Online Marketplace reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

c. Disclosure of Information. The UrbanSpotlite Website/Online Marketplace also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect systems and customers, or to ensure the integrity and operation of The UrbanSpotlite Website’s businesses, services and systems, The UrbanSpotlite Website may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.