WEBSITE USER AGREEMENT

PLEASE READ OUR INTELLECTUAL PROPERTIES AGREEMENT HERE
AND OUR PRIVACY POLICY HERE. By Registering with us, You are agreeing with all 3 of these documents.

This Website User Agreement ( "Agreement") governs your use of all information and services provided by Sweets Du Jour Inc. d/b/a Uptownpets.com ("Uptownpets") on all webpages accessible on the Internet under the domain names, http://uptownpets.com/, http://www.uptownpets.com/chicksnducklings.htm, and http://bidforbirds.com (collectively, the "Uptownpets Services"). BY USING OR ACCESSING THE UPTOWNPETS SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED THE AGREEMENT. If you do not agree to be bound by this Agreement, you must immediately discontinue your use of the Uptownpets Services. Certain Uptownpets Services may also be subject to additional terms and conditions of use and/or user registration requirements, which may be reviewed by accessing such services on the webpages listed above.

1. OWNERSHIP AND USER LICENSE

A. Uptownpets Services are owned and operated by Uptownpets. All materials provided on the Uptownpets Services, including without limitation, all text, documents, reports, data, graphics, charts, logos, buttons, icons, images, audio and video programs, and software ("Content"), are the property of Uptownpets or its content suppliers and are protected by U.S. and international copyright laws and other intellectual property laws.

B. Uptownpets hereby grants to you a limited, personal, non-transferable, non-exclusive, revocable license to access and use the Uptownpets Services pursuant to this Agreement, provided that you do not (and do not permit any third party to) reproduce, republish, upload, post, transmit, distribute, publicly display, publicly perform, modify, create a derivative work of, or reverse engineer any Content.

2. RESTRICTIONS
1. Age and Capacity to Enter Contracts

Uptownpets Services are available only to, and may only be used by individuals who have legal capacity to form legally binding contracts under applicable law. You represent and warrant that you are at least eighteen (18) years of age and are not otherwise precluded from entering enforceable contacts. Use of the Uptownpets Services by persons who do not meet these eligibility requirements is strictly forbidden.

2. Hatcheries

Uptownpets Services are not available to hatcheries. You represent and warrant that you are not using Uptownpets Services to list eggs or birds from hatcheries. Uptownpets, in its sole discretion, shall determine whether you are in violation of the provisions of this Section, and may take such corrective action it deems appropriate, including without limitation removing any listing or terminating your access to the Uptownpets Services.

3. USER CONTENT

Certain Uptownpets Services allow users to post, transmit or upload messages, comments, computer files and other materials ("User Content"). By submitting User Content to the Uptownpets Services, you: (A) grant to Uptownpets a perpetual, worldwide, royalty-free, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and publicly display such User Content; (B) grant to Uptownpets the right to use in any manner your personal name if submitted with the User Content; and (C) represent and warrant that you own or otherwise control all rights in and to the User Content, and that the use of such User Content by Uptownpets will not violate any law or infringe upon the rights of any third party.

You acknowledge that Uptownpets does not pre-screen User Content and makes no representations whatsoever concerning the User Content. Under no circumstances shall Uptownpets be liable in any manner as a result of any User Content or your transmission or use thereof or reliance thereon. Moreover, Uptownpets shall have the right (but not the obligation) to remove any Content and User Content from the Uptownpets Services in its sole discretion at any time without notice.

4. USER CONDUCT

You agree that you are solely responsible for your use of and reliance upon the Uptownpets Services, your actions on the Uptownpets Services, and your submission of User Content to the Uptownpets Services. You further agree: (A) not to use the Uptownpets Services in any manner or for any purpose that violates applicable local, state, national, or international laws, regulations or rules; (B) not to post material, nonpublic information about any person or company nor to post any information with the intent to manipulate the market for or value of any security; (C) not to post any knowingly false or misleading statements; (D) not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity and not to submit User Content altered to conceal the true source of such User Content; (E) not to use the Uptownpets Services to collect or harvest personal information, including, without limitation, financial information, about other users of the Uptownpets Services; (F) not to submit any files containing viruses, bots, worms, trojan horses, corrupted files, or any other similar materials that may damage or corrupt the data, software or hardware of others; (G) not to attempt in any way to interfere with or disrupt the proper functioning of the Uptownpets Services nor to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Uptownpets Services; (I) not to post, upload or transmit any unsolicited "spam," "junk mail," or "chain letters"; (J) not to post, transmit or upload any material that infringes or violates the intellectual property rights or other rights of a third party; and (K) not to post, transmit or upload any libelous, defamatory, obscene, sexually explicit, abusive, or otherwise illegal material.

You further represent, warrant and covenant that any and all personal information that you provide to Uptownpets in connection with the Uptownpets Services, or any user registration required by certain Uptownpets Services, is and shall be current, complete, truthful and accurate. Moreover, you covenant and agree to maintain and update this information as necessary to keep it current, complete and accurate.

Uptownpets, in its sole discretion, shall determine whether any User Content or activity is in violation of the provisions of this Section, and may take such corrective action it deems appropriate, including without limitation removing any such User Content or terminating your access to the Uptownpets Services.

5. AUCTION SERVICES

Included within the Uptownpets Services is the facility provided by Uptownpets for users to participate in online auctions by offering items for purchase by other users and/or by bidding on such items offered by other users (the "Auction Services"). In addition to the terms and conditions applicable under this Agreement to your use of the Uptownpets Services, your use of the Auction Services is governed by the following supplemental terms and conditions:

Uptownpets does not charge a fee for bidding on items listed on the Auction Services. Uptownpets does charge fees to users who list items for sale through the Auction Services. Our Schedule of Charges for the Auction Services is available and is incorporated into this Agreement by reference. Those fees are subject to change. When you list an item you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars. You are responsible for paying all fees associated with using the Auction Services and all applicable taxes. All fees are non-refundable and non-creditable. You acknowledge that you will not be entitled to a refund if you do not receive any bids on your listing, if you delete your listing for any reason, or if your listing is unsuccessful, canceled or terminated.

You represent, warrant and covenant that any and all information that you transmit or upload in connection with the Auction Services is and shall be current, complete, truthful and accurate. All information transmitted or uploaded in connection with the Auction Services shall constitute User Content, and your use of the Auction Services shall constitute User Conduct, which are subject to the provisions of Paragraphs III and IV of this Agreement.

You further covenant that you shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Auction Services and your bidding on, listing of, purchase of, and sale of any and all items, including without limitation any applicable laws, statutes, ordinances and regulations concerning the sale, transportation, importation or exportation of livestock or other agricultural items.

Uptownpets is not a party to any transactions conducted through the Auction Services. As a result, you acknowledge and agree that Uptownpets has no control over the quality, safety or legality of any items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for or buy items. We cannot ensure that a) a buyer or seller will actually complete a transaction; b) a buyer will make payment or c) that a seller will deliver the item sold. Accordingly, your use of the Auction Services is at your sole risk. In the event that you have a dispute with one or more users in connection with the Auction Services, you release Uptownpets and its affiliates (and their respective officers, directors, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Also, you acknowledge and agree that Uptownpets is not responsible for the collection and remittance of any federal, state or local taxes incurred as a result of your use of the Auction Services. Buyers and sellers are responsible for all tax related issues that may arise.

6. TERM AND TERMINATION

This Agreement and the license granted hereunder shall remain in effect unless terminated in accordance with this provision. Either party may terminate this Agreement in its sole discretion at any time. You may terminate this Agreement by ceasing to use or access the Uptownpets Services. Uptownpets may terminate this Agreement by terminating your right to access and use the Uptownpets Services with or without notice to you. Termination of this Agreement, or any other restriction or suspension of your right to access and use the Uptownpets Services, shall not affect any other right or relief to which Uptownpets may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to Uptownpets.

7. INDEMNIFICATION

You agree to indemnify and hold Uptownpets, its parents, subsidiaries, affiliates, officers, directors, agents, partners, and employees, harmless from any claims, damages and expenses, including all reasonable attorneys’ fees, related to your (A) access to or use of the Uptownpets Services; (B) violation of any provision of this Agreement; (C) User Content; or (D) use of the Auction Services.

8. INCORPORATION OF PRIVACY AND INTELLECTUAL PROPERTY POLICIES

You acknowledge and consent to the Uptownpets Privacy Policy and Uptownpets Intellectual Property Policy, both of which are hereby incorporated into this Agreement.

9. TRADEMARK INFORMATION

UPTOWNPETS™, UPTOWNPETS.COM®, CHICKSNDUCKLINGS.COM™, BIDFORBIRDS.COM™ and all other trademarks, service marks and trade names used on the Uptownpets Services are the property of Uptownpets or their respective owners, and may not be copied, downloaded or otherwise used without the permission of Uptownpets or the owner of such trademark, service mark or trade name.

10. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT YOUR USE OF THE UPTOWNPETS SERVICES IS AT YOUR SOLE RISK, AND THAT THE UPTOWNPETS SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UPTOWNPETS EXPRESSLY DISCLAIMS 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 AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. UPTOWNPETS MAKES NO WARRANTY THAT THE UPTOWNPETS SERVICES WILL MEET YOUR REQUIREMENTS, OR BE ACCURATE, COMPLETE, TIMELY, SECURE, OR ERROR FREE, OR THAT ACCESS TO THE UPTOWNPETS SERVICES WILL BE UNINTERRUPTED, NOR DOES UPTOWNPETS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE UPTOWNPETS SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED ON OR THROUGH THE UPTOWNPETS SERVICES, OR THAT DEFECTS IN THE UPTOWNPETS SERVICES WILL BE CORRECTED.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, INCLUDING WITHOUT LIMITATION USER CONTENT, POSTED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE UPTOWNPETS SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM ANY SUCH POSTING, DOWNLOAD, USE OF, OR RELIANCE UPON SUCH CONTENT.

UPTOWNPETS MAKES NO WARRANTY REGARDING ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE AUCTION SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE AUCTION SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UPTOWNPETS OR THROUGH THE UPTOWNPETS SERVICES 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.

11. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE SHALL UPTOWNPETS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE UPTOWNPETS SERVICES OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE UPTOWNPETS SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR FAILURE TO STORE YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF UPTOWNPETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE UPTOWNPETS SERVICES IS TO STOP USING THE UPTOWNPETS SERVICES.

IN NO EVENT SHALL UPTOWNPETS’S LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNT OF PAYMENTS COLLECTED BY UPTOWNPETS FROM YOU OR SUCH THIRD PARTY IN RESPECT OF THE TRANSACTION(S) TO WHICH UPTOWNPETS’S LIABILITY PERTAINS.

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.

12. NO CONFIDENTIALITY

You agree that information transmitted by you to Uptownpets is not confidential and you acknowledge that you have no expectation of privacy with respect to such information, except as provided under the Uptownpets Privacy Policy. You agree that Uptownpets and its affiliates shall not be liable for any direct, indirect, special, incidental, punitive, consequential, or other damages caused by the unauthorized use or misappropriation of any and all information that you transmit to Uptownpets.

13. HYPERLINKS

Certain Uptownpets Services may contain hyperlinks to third party websites and resources on the Internet ("Linked Websites"). Such hyperlinks are provided only as a convenience. The inclusion of such links on the Uptownpets Services are not endorsements by Uptownpets, implied or otherwise, of the Linked Websites or any products or services offered on such sites, and no information on such Linked Websites has been endorsed or approved by Uptownpets. The Linked Websites are not under the control of Uptownpets. You agree that under no circumstances shall Uptownpets be held responsible or liable for any loss or damages caused or alleged to have been caused by use of or reliance on any content, goods or services available on any Linked Website.

14. MODIFICATIONS

You acknowledge and agree that Uptownpets may modify this Agreement at any time, and that such modifications shall be effective and binding upon you immediately upon posting to this webpage, and that such posting will constitute notice to you of such amendments to the Agreement. It is your responsibility to review this Agreement to apprise yourself of any such modifications to the Agreement.

15. MISCELLANEOUS PROVISIONS

In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement. Uptownpets’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its choice of law provisions. You and Uptownpets agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within Nassau County, New York. This Agreement, and any additional terms and conditions for particular Uptownpets Services you use, and any modifications hereto constitute the entire agreement between Uptownpets and you and supersedes all prior understandings and agreements, whether written or oral, as to such subject matter. Section titles and headings herein are inserted for convenience only and are not intended to be a part of or to affect the meaning or interpretation of these terms and conditions. All notices and communications to Uptownpets given or made pursuant to this Agreement shall be in writing and shall be (i) sent by registered or certified mail, return receipt requested; (ii) hand delivered; (iii) sent by prepaid overnight carrier, with a record of receipt; (iv) transmitted by facsimile copy with confirmation of receipt; or (v) emailed, to Uptownpets at the following addresses: