THE FOLLOWING USE AGREEMENT (the "Agreement") governs your use of the National Penny Website (the "Website"). It is vitally important that you read the Agreement carefully as your use of the Website will constitute your agreement to be legally bound by the terms and conditions set out in the Agreement. The Agreement also governs your use of the services and goods provided through or in connection with the Website (collectively, the "Service"). Each time you use the Service, you acknowledge that you have read the Agreement and agree to be legally bound by it. If you do not agree to be bound by the Agreement, you may not use the Service.

1. The Nature of National Penny. The Website acts solely as an online marketplace for you to find and transact with other users, Members, consumers or sellers (the "Users") business transactions related to the products or services displayed on the Service or otherwise associated with the Service.

National Penny is not responsible and you agree that National Penny will bear no liability for any products, services, information or other materials displayed, purchased, or obtained by you from the Website. National Penny does not endorse, warrant or guarantee the products or services of any user of the Website or the Service.

National Penny is not liable for any delays, inaccuracies, errors or omissions with respect to the information posted on the Website or submitted to the Website or the transmission or delivery of all or any part thereof, for any damage arising therefrom or occasioned thereby, or for the results obtained from the use of the information. You assume the entire risk as to the accuracy, adequacy, completeness, currency, validity and quality of any information.

Any information on the Website is subject to change without notice.

2. LINKS. National Penny and Affiliates may provide links to external websites or resources for your convenience and reference only. National Penny and Affiliates do not endorse and are not responsible for the availability of these external websites or resources or for any content, advertising, products, or other materials on or available from such external websites or resources. Your use of and dealings with the owners or operators of these external websites or resources are at your own risk. You cannot make any claim against National Penny, its Affiliates or its service providers arising out of your use of external websites or resources.

3. OWNERSHIP. All of the material included on the Website, including but not limited to trademarks, text, graphics, logos and service marks (collectively, the "Content"), is the property of National Penny and other parties. U.S. and international copyright laws protects all Content available on the Website. Your use of the Service and the Content does not transfer to you any ownership or other rights in the Service or the Content. You may download Content displayed on the Website for your personal, noncommercial use only, provided you also retain all copyright and other proprietary notices contained on the Content. You may not modify, copy, distribute, transmit, display, publish, sell, license, or create derivative works using any of the Content for commercial or public purposes.

4. ACCEPTABLE USE OF WEBSITE. Your use of the Service must be lawful and consistent with the security and reliability of the Service and the World Wide Web. In addition, the following rules apply to your use of the Service: 1. You certify to National Penny that you are at least 18 years of age. 2. You assume full responsibility for the use of the Service by any minors utilizing computers owned or operated by you or for any minors use of any password assigned to you by National Penny. 3. Membership registration is open only to residents of the 50 United States and the District of Columbia. 4. Your use of the Service is subject to all applicable local, state, national and international laws and regulations. Your conduct is also subject to applicable laws, regulations, policies and procedures related to Internet use. 5. You are solely responsible for the content of your transmissions and the products you buy or sell through the Service. You acknowledge and agree that National Penny does not endorse the actions, the contents of communications, or the products of the Users. 6. You must obtain and maintain, at your own expense, any equipment or ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, software, and long distance and local telephone service. You are responsible for ensuring that such equipment and ancillary services are compatible with the Service. 7. You must complete all transactions you agree to complete in connection with the Service. 8. You agree to forward all feedback you receive regarding the Service to National Penny when acting as a seller. In the event that you wish to provide feedback to National Penny related to your use of the Service as a consumer, please email us at support@NationalPenny.com. We welcome consumer comments. By submitting any comments to the above email address, you give your consent to the reproduction or all or part of such comments on the Website or in National Penny marketing materials, provided that National Penny shall under no circumstances display your personally identifying data in conjunction with any use of such comments. 9. You must abide by all of the-then current terms of National Penny' Privacy Policy as set forth on the Website and as updated from time to time by National Penny in its sole discretion.

5. PROHIBITED CONDUCT. You must not: (a) use the Service for any illegal purpose or for the transmission of any material that is unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, tortious, or otherwise objectionable, or that infringes or may infringe the intellectual property or other rights of another, including the sale of pornography, firearms and ammunition, living creatures and parts of endangered species, stocks and other securities, drugs and drug paraphernalia, human body parts and remains; (b) directly or indirectly interfere or attempt to interfere with the proper working of the Website, any account, or any communication or transaction being conducted on our Website; (c) use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the Content without our prior expressed written permission; (d) take any action which imposes an unreasonable or disproportionately large load on our infrastructure, (e) use or disclose (to anyone except National Penny) any information you obtain about or from other users of the Service, or you obtain from National Penny if such information is marked confidential, for any purpose except fulfillment of orders initiated by the Users or negotiating prices with the Users, (f) conduct fraud, hide or attempt to hide your identity, represent yourself as someone else, or manipulate or attempt to manipulate prices, compromise or attempt to compromise the security of any account, interfere or attempt to interfere with the proper working of the Service, or (g) send any unsolicited e-mail or advertising to any known User.

6. PRIVACY POLICY AND OTHER PRIVACY RELATED MATTERS. Please see our Privacy Policy. By accepting the Agreement, and each time you use the Service, you consent to National Penny collection, use and disclosure of your information or Registration Data in accordance with the Privacy Policy without any further notice or any liability to you or any other person.If any User chooses to receive data from National PennyA or the Website as an XML feed or any other format offered by National Penny, such User shall develop, implement, publicly post, and at all times adhere to the terms of a privacy policy which shall, (i) be available, at a minimum, as a clear and conspicuous link from the main page of such Users Web site and any Web page where visitors provide personally identifiable information, (ii) protects the privacy of the User Data pertaining to the consumer submitting such User Data, and (iii) complies with all applicable laws, privacy laws, rules, regulations, statutes, ordinances and treaties.

7. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. NATIONAL PENNY PROVIDES THE SERVICE ON AN "AS IS" BASIS. NATIONAL PENNY AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NATIONAL PENNY AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO NATIONAL PENNY OR ITS SERVICE PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, AS TO CONFIDENTIALITY OR PRIVACY OF ANY OF USER'S INFORMATION REGISTRATION DATA, EXCEPT AS SET FORTH IN THE NATIONAL PENNY PRIVACY POLICY, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. NATIONAL PENNY AND ITS SERVICE PROVIDERS MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE AND ARE NOT RESPONSIBLE FOR ANY USE OF CONFIDENTIAL OR PRIVATE INFORMATION BY MERCHANTS SELLING THROUGH THE SERVICE OR OTHER USERS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM National Penny, AFFILIATES OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. While National Penny takes commercially reasonable steps to safeguard and to prevent unauthorized access to your information and Registration Data, we cannot be responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your private information. IN NO EVENT SHALL NATIONAL PENNY BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR INFORMATION OR REGISTRATION DATA, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER NATIONAL PENNY WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.

8. LIMITATION OF LIABILITY. NATIONAL PENNY AND ITS SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF NATIONAL PENNY OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL NATIONAL PENNY AND ITS SERVICE PROVIDERS EVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER OTHER FAULT OR WRONGDOING BY NATIONAL PENNY OR ITS SERVICE PROVIDERS OR ANY PERSON FOR WHOM EITHER NATIONAL PENNY OR ITS SERVICE PROVIDERS ARE RESPONSIBLE, IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO NATIONAL PENNY FOR THE USE OF THE SERVICE WHICH IS THE SUBJECT OF THE CLAIM.

9. INDEMNIFICATION. You agree to indemnify and hold National Penny, its subsidiaries, affiliates, officers and employees, and service providers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, the violation of this Agreement by you, or the infringement by you, or other user of the Service using your computer, of any intellectual property or other right of any person or entity. Even though prohibited, people may provide information that is offensive, false, harmful, or deceptive. National Penny and its Service providers assume no responsibility whatsoever for such content or actions.

10. RELEASE. YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE NATIONAL PENNY AND ITS SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SERVICE.

11. TERMINATION. If you breach any provision of this Agreement, you may no longer use the Service. National Penny may, in its sole discretion, change, suspend, or terminate, temporarily or permanently, the Service or any part of it at any time, for any reason, without notice to you and without liability to you or any other person. If National Penny terminates this Agreement for any reason, it continues to apply and bind you with respect of your prior use of the Service, including payment of any charges accrued in connection with use of the Service. Upon termination, National Penny may remove from the Website and permanently delete and destroy any Content that you or others may have posted or submitted without any prior notice or liability to you or any other person.

12. DISPUTE RESOLUTION. (The "Arbitration Clause"). In the event of a dispute, you and National Penny agree to submit to binding arbitration. The arbitration will be held before one arbitrator on an individual basis and not as a class action. You waive any right you may have to arbitrate a dispute as a class action. You may select any one of the following arbitration organizations and its applicable rules: the American Arbitration Association, 335 Madison Ave., Floor 10, New York, NY 10017-4605 (www.adr.org) or JAMS, 1920 Main St., Ste. 300, Irvine, CA 92614 (www.jamsadr.com). You may obtain copy of the rules of each organization by contacting the organization. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. The arbitrator shall apply governing substantive law in making an award. The arbitration hearing shall be conducted in the federal district in which you reside. Each party shall be responsible for its own attorney, expert and other fees, unless awarded by the arbitrator under applicable law. The arbitrator's award is final and binding on all parties, except that the losing party may request a new arbitration under the rules of the arbitration organization by a three-arbitrator panel. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration Clause. Any court having jurisdiction may enter judgment on the arbitrator's award. If any part of this Arbitration Clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder remains enforceable. You and National Penny retain the right to sue in small claims court for a dispute within that court's jurisdiction, unless such action is transferred, removed or appealed to a different court. You and National Penny do not waive the right to arbitrate by filing suit.

THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND NATIONAL PENNY WILL BE RESOLVED BY BINDING ARBITRATION AND NOT IN COURT OR BY JURY TRIAL. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST NATIONAL PENNY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION.

13. GENERAL. The Agreement comprises the entire agreement between you and National Penny and supersedes all prior agreements regarding the subject matter contained herein, provided, however, that in the case of Users who are sellers and who have entered into separate agreements ("Seller Agreements") with National Penny related to the display of advertising materials related to their products or services or their availability, the obligations of the parties related to the Services shall be controlled by the terms of such Seller Agreements in the event of any inconsistency between such Seller Agreements and the Agreement. National Penny may amend the terms and conditions of this Agreement (the "Amended Terms") from time to time. If you continue to use the Service after the Amended Terms become effective, you are deemed to have agreed to be bound by the Amended Terms. If you do not agree to the Amended Terms, then you agree not to use the Service. Your continued use of the Service constitutes an affirmative: (a) acknowledgment by you of this Agreement and its Amended Terms, if any; and (b) agreement by you to abide and be bound by the Agreement and its Amended Terms, if any. Except as set forth below, you must make all notices to National Penny in writing via e-mail addressed to support@NationalPenny.com. If you believe that any content posted on the Website infringes any of your intellectual property rights or the intellectual property rights of any third party, you must promptly provide the following notice in writing to National Penny to support@NationalPenny.COM (National Penny may change this address at any time by posting a notice to the Website): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you; (e) 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 (f) a statement under penalty of perjury that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The Agreement shall be governed by and construed in accordance with the laws of the State of Nevada (without regard to conflict of laws provisions thereof). If any provision(s) of the Agreement is held contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. The failure of National Penny to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by National Penny in writing. The section titles in the Agreement are used solely for the convenience of the parties and have no legal or contractual significance.