THIS AGREEMENT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES; PLEASE READ IT CAREFULLY. IF YOU DO NOT ACCEPT ALL OF THE TERMS, DO NOT USE THIS SERVICE. 1. Acceptance of Terms of Use for Sierra Trading Post’s API Services These terms of use (the "Terms") apply to your use of this Internet site (the "Website"); any and all data, text, software, documents and other materials on the Website (the "Content"), including without limitation any application programming interface offered through the Website (each, an "API"); and any and all services offered through this Website (the "Services"). Reference to the Website in these Terms shall unless the context otherwise requires be deemed to include reference to its Content and any Services. You must read these Terms carefully. Sierra Trading Post, Inc. ("Sierra Trading Post") provides the Website to you subject to the Terms. You accept the Terms by using the API Service in any manner and/or by otherwise acknowledging your agreement with the Terms. As used in these Terms, "Affiliate" means any entity that controls, is controlled by or is under common control with Sierra Trading Post. 2. Amendment of Terms Sierra Trading Post reserves the right at any time in its sole discretion without liability to you or any third party to modify, suspend or terminate your access or the access of all users to the Website or any of its Content or Services. Sierra Trading Post may amend these Terms at any time by posting the amended terms on the Website. 3. Registration Data In consideration of your use of the Website, Content, or Services, you agree to: • provide accurate, current, and complete information about you as may be prompted by a registration form on the Website (the "Registration Data"); • maintain the security of your password and identification; • maintain and promptly update the Registration Data, and any other information you provide to Sierra Trading Post, and keep all such information accurate, current and complete; • Evaluate and bear all risks associated with your use of any Content or Services, including any reliance on the accuracy, completeness, or usefulness of the Content and the risks of unauthorized access. You have sole responsibility for adequate protection and backup of data and/or equipment used by you in connection with the Website. The interactivity and Web Services features of the Website are intended for use by persons who have authenticated their identities and lawfully received passwords to the Website from Sierra Trading Post or its Affiliates ("Registered Users"). By using the Website in any manner, you represent that you are a Registered User. You further consent and authorize Sierra Trading Post or its Affiliates to verify your Registration Data. 4. Your Obligations and Conduct; Use of Services You agree you will not use the Website, Content, or Services, or any portion thereof, to: • transmit spam or upload, post or otherwise transmit Content that is inaccurate, harmful, obscene, defamatory, racist or is otherwise offensive to others; • pretend to be Sierra Trading Post, any of its Affiliates, or someone else, or otherwise misrepresent your identity or affiliation; • forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Website; • disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; • engage in activities that would violate any fiduciary relationship, any applicable local, state, national, or international law, or any regulations having the force of law; • upload, post, collect or store personal data about other users unless specifically authorized by such users; • provide, procure or permit third party access to the Website unless expressly so authorized by Sierra Trading Post. You agree not to use the Website, Content, or Services in any way which: • violates or infringes anyone's intellectual property rights; • transmits software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; • is injurious to the interests of Sierra Trading Post, any of its Affiliates, or other users of the Website. You expressly agree that Sierra Trading Post and its Affiliates have no responsibility or control over the Content that you upload, post or otherwise transmit via the Website (including, without limitation, any Content submitted to any message boards) or modifications you may make to the Content (collectively, "User Content") and you acknowledge that Sierra Trading Post and its Affiliates do not review the User Content before you upload, modify, post or otherwise transmit such User Content. Sierra Trading Post and its Affiliates make no representation that your use of the Website will comply with applicable laws or that they were designed to comply with applicable laws. Additionally, Sierra Trading Post and its Affiliates do not represent, warrant or guarantee the truthfulness, accuracy, quality or reliability of any of the Content posted, displayed, linked to or otherwise transmitted via the Website. Sierra Trading Post and its Affiliates do not endorse any opinions expressed in or through any such Content. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of the Content. Except where expressly stated to the contrary, Sierra Trading Post possesses the immediate right, but not the obligation, to edit or remove any Content from the Website at any time and/or terminate your ability to access the Website without notice, at its sole discretion. 5. Links to Third Party Sites Any links to the Internet sites of third parties are provided solely for your convenience and such sites are not owned or operated by Sierra Trading Post. Sierra Trading Post has no control over any linked third party sites, is not responsible for the content on such sites, and makes no representations or warranties with respect to such sites. If you click through to a third party's site, you do so at your own risk. 6. Property Rights The Website, including without limitation all Content and all intellectual property rights in and to the same, is owned by or licensed to Sierra Trading Post, its Affiliates, or our third-party content providers. Except as expressly authorized by Sierra Trading Post, you agree not to reproduce, modify, sell, distribute, download, transmit, or create derivative works of the Content, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Sierra Trading Post or its Affiliates disclosed to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership. Subject to the following paragraph, you acknowledge and agree that no right, title or interest in any Content is transferred to you as a result of your use of such Content, the Website, or any Services. Sierra Trading Post and its Affiliates do not claim ownership of the User Content and shall have no obligation of any kind with respect to such User Content, in each case except to the extent expressly assumed under written agreement. You hereby grant Sierra Trading Post, its Affiliates, and all other Registered Users of the Website a worldwide, royalty-free, paid-up, transferable, sub-licensable, non-exclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, and publish such User Content for the purposes of: formatting, maintenance, repair, protection, organization, or other administration of the Website or Services and for the use of such User Content in the course of Sierra Trading Post's provision of the Website or Services. This license will remain in effect until such User Content is removed from the Website. You hereby represent and warrant that you have proper authorization for the worldwide transfer and processing among Sierra Trading Post, its Affiliates, and third-party providers of any information or User Content you create or provide. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights of Sierra Trading Post or its Affiliates, whether by estoppel, implication, or otherwise. You may not do or allow anyone else to do anything with the Content which is not specifically permitted under the Terms. "Sierra Trading Post Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans, and other designations Sierra Trading Post or its Affiliates use in connection with its products and services. You may not remove or alter any Sierra Trading Post Trademarks, or co-brand your own products or material with Sierra Trading Post Trademarks, without Sierra Trading Post's prior written consent granted or denied at Sierra Trading Post's sole discretion. You hereby (a) acknowledge Sierra Trading Post's or its Affiliates' rights in Sierra Trading Post Trademarks and agree that any use of Sierra Trading Post Trademarks by you shall inure to Sierra Trading Post's or its Affiliates', as applicable, sole benefit; and (b) agree not to incorporate any Sierra Trading Post Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with products, services, or information. We may reject your membership for any reason, including, but not limited to our determination, in our sole discretion, that your Site/Application is unsuitable. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities; (e) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (f) contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party; (g) promote the use of any pyramid or similar schemes; or (h) include "Sierra Trading Post" or variations or misspellings thereof, in their domain names or in any metatags or other hidden text. 7. Service, Content and Licenses Service The Service, including without limitation all Content and all intellectual property rights in and to the same, is owned by or licensed to Sierra Trading Post, its Related Entities, or our third-party content providers (“Sierra Trading Post Property”). You do not acquire any right, title, or interest in or to any of the Sierra Trading Post Property through your use of the Service, except as expressly set forth in the Terms. Subject to these Terms, and for as long as you have a current and valid Key, Sierra Trading Post grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the Service, including the Content, solely for purposes of use by you in software application(s) developed by your (“Applications”) or use on websites created and/or operated by you and made available to end users through the internet. Except as expressly authorized by Sierra Trading Post in a separate written agreement between you and Sierra Trading Post, you agree not to reproduce, modify, sell, distribute, download, transmit, or create derivative works of the Service or sell the Content, in whole or in part, by any means. You agree not to modify, decompile, or reverse engineer any software or API, including, without limitation, source code and algorithms, that Sierra Trading Post or its Related Entities disclose to you, and you may not remove or modify any copyright or trademark notice, or other notice of ownership that appears on or in connection the Service and any Content. You may not do, or allow anyone else to do, anything with the Services or Content which is not specifically permitted under the Terms. License Grant to Sierra Trading Post You hereby grant to Sierra Trading Post, its Related Entities and Registered Users (as defined herein) a paid-up, royalty-free, nonexclusive, perpetual, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (i) use, reproduce, perform, host, and display your Application and its content; (ii) link to and direct users to your Application and (iii) sublicense the foregoing rights to any third parties. You hereby represent and warrant that you have proper authorization to transfer and permit the use among Sierra Trading Post, its Related Entities, Registered Users and third-party providers of any information or Applications you create or provide throughout the world. You expressly agree that Sierra Trading Post and its Related Entities have no responsibility or control over the Applications and you acknowledge that Sierra Trading Post and its Related Entities do not review or monitor the Applications. Trademarks SIERRA TRADING POST, the Sierra Trading Post logo, sierratradingpost.com and all other names, marks, brands, logos, designs, trade dress, slogans, and other designations Sierra Trading Post or its Related Entities use in connection with its products and services are trademarks Sierra Trading Post, Inc (hereinafter referred to as “Sierra Trading Post Trademarks”). All other trademarks and logos on this site are the property of their respective owners. You agree to comply with the Sierra Trading Post Branding Guidelines, which can be found at http://www.sierratradingpostaffiliates.com/resources/affiliate-terms. In addition, you may not remove or alter any Sierra Trading Post Trademarks, or co-brand your own products or material with Sierra Trading Post Trademarks, without Sierra Trading Post’s prior written consent granted or denied at Sierra Trading Post’s sole discretion. You hereby (a) acknowledge Sierra Trading Post’s or its Related Entities’ rights in Sierra Trading Post Trademarks and agree that any use of Sierra Trading Post Trademarks by you shall inure to Sierra Trading Post’s or its Related Entities’, as applicable, sole benefit; and (b) agree not to incorporate any Sierra Trading Post Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with products, services, or information. You grant Sierra Trading Post, its Related Entities and Registered Users a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and your Application in accordance with these Terms for the purpose of promoting or advertising that you use the API or Service. 8. Notice Procedure Relating to Copyright Infringement Sierra Trading Post respects the intellectual property rights of others and expects all Website users and Sierra Trading Post partners to respect the intellectual property rights of Sierra Trading Post and third parties. Repeated infringement of intellectual property rights, or other violations of these terms, may result in the termination of accounts and/or denial of access to particular users. If you believe that something posted within the Website environment is infringing a copyright or other intellectual property right of yours or of a third party, or if you believe the posting or publication is in violation of any other law or legal duty, then please provide notice to Sierra Trading Post at the address provided below, including the information specified below: Sierra Trading Post 5025 Campstool Rd Cheyenne, WY 82007 307.775.8090 Requested Information: • A concise description of the offending material, including a sufficient description of its location within the Website environment to allow it to be identified and located. • A concise description of the problem or issue. • Your contact information, including mail, phone, and e-mail. • If the issue pertains to infringement of copyright or other intellectual property rights, your notice to us must also include the following: • a physical or electronic signature of the person authorized to act on behalf of the rights owner • a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and • a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the right that is allegedly infringed. 9. Terms The Terms take effect on the date you first access or use the Website and will continue until your account expires, ceases, or is terminated. Sierra Trading Post reserves the right at any time in its sole discretion to terminate the Terms, with or without notice. Upon termination of the Terms for any reason, you will cease to have access to the Website and Content and all of your user's rights herein will cease. Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms. 10. Indemnity You hereby agree to indemnify and hold Sierra Trading Post and its Affiliates harmless from any losses, expenses, costs or damages (including our reasonable legal fees, expert fees and other reasonable costs of litigation) suffered or incurred by Sierra Trading Post and its Affiliates and its and their shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives: a) arising directly or indirectly from; b) incurred directly or indirectly as a result of; or c) in any manner related to any claim, demand, or action based upon, your User Content, your use of or connection to the Website or Services, your violation of the Terms, or your violation of any rights of another (together, your "Use") or Use of the Website and its Content by a third party where you have provided, permitted or procured such third party access. 11. Human Use Restriction The Website is published primarily for direct access by human users. 'Spiders', 'crawlers', 'bots' and all other automated software or hardware devices designed to access and 'read' or otherwise analyze the Website independently are welcomed as long as they obey the 'robots.txt' file containing a list of excluded pages. You agree not to access or use the Website by such means unless to the extent expressly so authorized by the Website's administration personnel. 12. Disclaimer of Warranties YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING ALL SERVICES AND CONTENT (AS DEFINED IN SECTION 1) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE EXTENT PERMITTED BY LAW, SIERRA TRADING POST AND ITS AFFILIATES DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. SIERRA TRADING POST AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE WEBSITE. SIERRA TRADING POST AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE OR SIERRA TRADING POST SERVICES OR SIERRA TRADING POST-POWERED THIRD PARTY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR SIERRA TRADING POST-POWERED SERVICESWILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED FROM THE WEBSITE, SIERRA TRADING POST SERVICES OR SIERRA TRADING POST-POWERED THIRD PARTY SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, SIERRA TRADING POST SERVICES, OR SIERRA TRADING POST-POWERED THIRD PARTY SERVICES, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. 13. Limitation of Liability TO THE FULL EXTENT PERMITTED BY LAW, SIERRA TRADING POST AND ITS AFFILIATES ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR ANY SIERRA TRADING POST SERVICES, EVEN IF SIERRA TRADING POST OR ANY OF ITS AFFILIATES HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE OR SERVICES; (b) 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 WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE. TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. SIERRA TRADING POST AND ITS AFFILIATES DO NOT SEEK TO EXCLUDE OR RESTRICT ITS LIABILITY FOR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE. IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE WEBSITE, CONTENT OR SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST SIERRA TRADING POST, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED. 14. Sierra Trading Post's Privacy Policy You consent to the collection, processing and storage by Sierra Trading Post or its Affiliates of your personal information in accordance with the terms of the Website's Privacy Policy at http://www.sierratradingpost.com/lp2/terms-of-use/. You agree to comply with all applicable laws and regulations, and the terms of the Website's Privacy Policy, with respect to any access, use and/or submission by you of any personal information in connection with the Website. 15. General Terms International Sale of Goods; Export and Import Control Laws and Regulations. You and Sierra Trading Post hereby agree to opt out from and expressly exclude any applicability of the Uniform Information Transactions Act (UCITA). Services, Content, and product derived or obtained from the Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (b) not use Services, Content, or direct product from the Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from the Website to prohibited countries and entities identified in the U.S. export regulations. Equitable Relief. You agree that any breach of the Terms will result in irreparable harm to Sierra Trading Post or its Affiliates for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Sierra Trading Post or its Affiliates will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Sierra Trading Post or its Affiliates seek such an injunction. No Agency. Nothing in these Terms shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between Sierra Trading Post or any of its Affiliates with you. Waiver. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect. Governing Law, Jurisdiction, and Venue. The Terms shall for all purposes be governed, interpreted, construed, and enforced solely and exclusively in accordance with the law of the State of Wyoming, without regard to conflicts of law provisions thereof. You hereby submit to the exclusive jurisdiction and venue of the federal and state courts located in Laramie County, Wyoming . You expressly consent to the exercise of personal jurisdiction by such courts and agree that you will not object to jurisdiction of or venue in such courts on the grounds of lack of personal jurisdiction, forum non convenience, or otherwise. No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement. Entire Agreement. The Terms constitute the entire agreement between you and Sierra Trading Post relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized Sierra Trading Post representative. You may not assign, sublicense, delegate or otherwise transfer the Terms or any right granted hereunder. I accept and agree to be bound by these Terms. Copyright 2011 Sierra Trading Post, Inc. All rights reserved worldwide.