USER AGREEMENT

This User Agreement is effective upon creation of an account on snagRC.

1. Introduction

This User Agreement and all policies and additional terms posted on and in our sites, applications, tools and services (collectively "Services") set out all of the terms and conditions on which snagRC offers you access to and use of our Services. You can find an overview of our policies here. You agree to comply with all terms of this User Agreement when accessing or using our Services.

In this User Agreement, the entity you are contracting with are individually and collectively referred to as "snagRC," "we,", "us" or “Our”.

2. About snagRC

snagRC is a platform that allows users to, sell, buy and advertise items, related to the radio control hobby industry, in various pricing formats and locations. snagRC is strictly a hosting platform and the actual contracts for all transactions are directly between the seller and buyer. snagRC is not a traditional auction site or marketplace.

Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, snagRC has no control over and does not guarantee: the existence, quality, safety or legality of items advertised and offered for sale; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction, deliver or return an item.

3. Using snagRC

In connection with using or accessing the Services you will not:

· post, list or upload content or items in inappropriate categories or areas on our sites;

· breach or circumvent any laws, regulations, third-party rights or our systems, policies, or determinations of your account status;

· use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools, or are a person with whom transactions are prohibited under economic or trade sanctions;

· fail to pay for items purchased by you, unless you have a valid reason as set out in a snagRC policy, for example, the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot contact the seller;

· fail to deliver items sold by you, unless you have a valid reason as set out in a snagRC policy, for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;

· manipulate the price of any item or interfere with any other user's listings;

· post false, inaccurate, misleading, deceptive, defamatory, or libelous content;

· take any action that may undermine the feedback or ratings systems;

· transfer your snagRC account (including Feedback) and user ID to another party without our consent;

· distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

· distribute viruses or any other technologies that may harm snagRC or the interests or property of users;

· use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of snagRC;

· interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;

· export or re-export any snagRC application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;

· infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to snagRC. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to snagRC or someone else;

· infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belong to you;

· commercialize any snagRC application or any information or software associated with such application, except with the prior express permission of snagRC;

· harvest or otherwise collect information about users without their consent; or

· circumvent any technical measures used to provide the Services.

snagRC fees for sellers are based on subscription packages. Advertising on snagRC is offered as banner advertisements is a variety of sizes and timeslots. Payment is made upfront to snagRC and no refunds will be issued under any circumstances.

Sellers must meet snagRC's minimum performance standards. Failure to meet these standards may result in snagRC charging you additional fees, and/or limiting, restricting, suspending, or downgrading your seller account.

If we believe, in our sole discretion, that you are abusing snagRC and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

If we believe you are violating the policy on Offers to buy or sell outside of snagRC, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you are a seller and you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of snagRC, you are violating policy. There is no benefit to selling or buying items outside of snagRC. Advertisers, who are manufacturers, may choose to link banner advertisements to their corporate website if they do not have a user account and/or store front on snagRC. All other advertisers must link to their product listings or store front on snagRC. snagRC may, in our sole discretion, determine manufacturer status. We may cancel unconfirmed accounts or accounts that have been inactive for a long time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

4. Policy Enforcement

When an issue arises with a user (seller and buyer), we may consider the user's performance history and the specific circumstances in applying our policies.

snagRC does not hold, control or administer funds related to any transactions that occur on snagRC. While snagRC may from time to time act as support for such disputes, all disputes can only be resolved with the other party to the transaction or the third party payment processer.

5. Fees and Taxes

The fees we charge for using our Services are listed on our Fees page. We may change our fees from time to time by posting the changes on the snagRC site 15 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

If you are a seller, you are liable for all marketing, promotional or value-added fees arising out of all sales made using any snagRC Services, even if sales terms are finalized or payment is made outside of snagRC. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of snagRC, you may be liable to pay any fee applicable to that item, even if the item doesn't sell, given your usage of snagRC Services for the introduction to a buyer.

You must have a payment method on file when selling through snagRC Services and pay all fees and applicable taxes associated with our Services by the payment due date, if applicable. Subscription and advertising fees must be paid in advance of using those respective services. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, retain collection agencies and legal counsel, suspend or limit Services.

Seller fees do not purchase exclusive rights to any item exposure on snagRC, whether on a web page, or otherwise. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.

6. Listing Conditions

When listing an item for sale on snagRC, you agree to comply with snagRC's Listing policies and Selling practices policy and that:

· You are responsible for the accuracy and content of the listing and item offered;

· Your listing may not be immediately searchable by keyword or category for several hours (or up to 6 hours in some circumstances);

· Your ”Buy Now” listings will remain active until the quantities sell out, or the listing is deactivated or ended by you or snagRC, in its sole discretion. At times, listings might be permitted to stay active even if quantities sell out, for a period not to exceed 30 days.

· Content that violates any of snagRC's policies may be modified, or deleted at snagRC's discretion;

· We may revise product data associated with listings to supplement, remove, or correct information;

· We strive to create a platform where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

· buyer's location, search query, browsing site, and history;

· item's location, listing format, price and shipping cost, terms of service, listing start time, listing end time, history, and relevance to the user query;

· seller's history, including listing practices, seller ratings, product reviews, snagRC policy compliance, feedback, and defect rate; number of listings matching the buyer's query;

· To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer;

· Some advanced listing upgrades will only be visible on certain Services;

· snagRC's Duplicate listings Policy may also affect whether your listing appears in search results;

· Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results;

· We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results will vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to those of other sellers;

· We may duplicate certain aspects of your listing to enhance the overall user experience of the platform.

7. Purchase and Sales Conditions

When buying or selling an item on snagRC, you agree to the Rules and policies for buyers and sellers and that:

· You are responsible for reading the full item listing before making a bid or commitment to buy,

· You enter into a legally binding contract to purchase an item when you commit to buy an item, or if you have the winning bid (or your bid or offer is otherwise accepted),

· You are not purchasing any item from snagRC and any disputes or claims need to be address with the seller.

· Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
· Sellers are responsible for accurate descriptions, pictures and ensuring no copyright or infringements on their listings.

· Sellers are responsible for collecting taxes, VAT or any fees required by their local federal, state or government bodies.

· Sellers are responsible for shipping and ensuring delivery of items.

8. Content

When you provide content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of the Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against snagRC, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of the Services.

You represent and warrant that, for all content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. snagRC takes no responsibility and assumes no liability for any content provided by you or any third party.

We offer product data (including images, descriptions and specifications) that are provided by third parties (including snagRC users). You may use that content solely in your snagRC listings. snagRC may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings).

We try to offer reliable product data, but cannot promise that the content provided through the Services will always be available, accurate, complete, and up-to-date. You agree that snagRC is not responsible for examining or warranting the listings or content provided by third parties through the Services, and that you will not attempt to hold us or our data providers liable for inaccuracies. As a seller, you agree to ensure that content directly associated with your listings is accurate.

The name "snagRC" and other snagRC trademarks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of snagRC in the U.S.. They may not be used without the express written prior permission of snagRC.

9. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. If you believe that your intellectual property rights have been infringed, please notify our team and we will investigate. Learn how to submit a notice to snagRC.

Privacy of Others; Marketing

If snagRC provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use user information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

10. Additional Terms

Returns and Cancellations

Sellers can create rules to automate or manually offer replacements, returns, and refunds under certain circumstances. Sellers may remove or customize their return preferences in their product listings. You agree to comply with our returns policy.

When an item is returned, to refund the buyer, you (as seller) must request that the payment provider refund amount (in same or other currency) from your account and into the buyer’s account..

The cost of return shipping for an item that is not as described is the seller's responsibility.

You (as seller) are responsible for providing the buyer the return shipping label or reimbursing the buyer for the return shipping cost.

11. Disclaimer of Warranties; Limitation of Liability

We do not guarantee the continuous operation of or access to our Services. Updates and notification functionality in snagRC applications may not occur in real time. Such functionality is subject to delays beyond snagRC's control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, we (including our affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

· the content you provide (directly or indirectly) using the Services;

· your use of or your inability to use our Services;

· pricing, shipping, format, or other guidance provided by snagRC;

· delays or disruptions in our Services;

· viruses or other malicious software obtained by accessing or linking to our Services;

· glitches, bugs, errors, or inaccuracies of any kind in our Services;

· damage to your hardware device from the use of any snagRC Service;

· the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;

· a suspension or other action taken with respect to your account or breach of the Abusing snagRC Section above;

· the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above; or

· your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

By using the Services, you agree to hold snagRC, its employees, officers and affiliates harmless for any claims, losses, costs damages or other liabilities arising out of or in connection with any purchases, or other transactions conducted on snagRC. snagRC is not responsible for any financial loss, property damage or bodily injury which might result from purchases or sales made on the snagRC website platform. Any transactions which involve the sales and purchases of goods are strictly between the seller and buyer.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the price the item sold for on snagRC (including any applicable sales tax) and its original shipping costs, (b) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (c) $100.

12. Release

If you have a dispute with one or more users, the product purchased from that user, or any related dispute or claim, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

In addition to the recognition that snagRC is not a party to any contract between Users, you hereby release snagRC, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the product/products sold by Seller provided to Buyer and requests for refunds based upon disputes. This holds true for Seller disputes with the Buyer.

In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OFANY ANALOGOUS LAW IN ANY JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

13. Legal Disputes

You and snagRC agree that any claim or dispute at law or equity that has arisen, or may arise, between you and snagRC (including any claim or dispute between you and a third-party agent of snagRC) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of snagRC or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

A. Applicable Law

You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and snagRC, except as otherwise stated in this User Agreement.

14. Indemnification

You will indemnify, defend, and hold harmless snagRC, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations through use of the Site Services; (b) any Product product/products purchased and/or subsequently used, provided, or otherwise related to your use of the Site Services; (c) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 15, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

15. General

Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the revised or amended terms on this website. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 10 days' notice by posting the amended terms. Additionally, we will notify you through the snagRC Message Center and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a snagRC representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on www.snagRC.com.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

The User Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between you and snagRC, and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this User Agreement: Fees and Taxes, Purchase and Sales, Content, Disclaimer of Warranties; Limitation of Liability; Release, Legal Disputes, Indemnification and General.

Access Of The Site Outside The United States

snagRC makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products.

In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.