PennyGrab.com TERMS OF USE AGREEMENT

Last Updated 6/21/2011

PennyGrab.com (the "Website") is owned and operated by PennyGrab, Inc.("Pennygrab" or "we"). By using any services offered on the Website (the "Services"), purchasing products on the Website (the "Products") or accessing the Website, you agree to be bound by these Terms of Use, whether or not you open an account (an "Account") to subscribe to particular Services or purchase Products. The Companys principal place of business is located at 16131 Gothard St. STE J, Huntington Beach, CA 92647.

How it Works and FAQ, "Blitz Grab Video" or "Fire Grab Tips and Tricks" videos, are only recommendations and are not intended as rules or guidelines. PennyGrab is not liable or responsible for actions of users or other individuals who have read or been informed of such information or other written material. If you have any questions, concerns, or comments about our Terms & Conditions, please email us at info@pennygrab.com.

To the extent applicable, these Terms of Use apply to all users of the Website ("Users"). Pennygrab reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Pennygrab grants Users a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.

Additional terms and conditions may apply to the use of Services or purchase Products and to specific portions or features of the Website, including contests, promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such Service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Website or for any service offered on or through the Website, the latter terms shall control with respect to your use of that portion of the Website or the specific Service.

Accounts

1. In order to access the Daily Deals (the "Daily Deals") and certain other features of the Website, you must create an Account that is accepted by Pennygrab and maintained by you in accordance with these Terms of Use and applicable law. You may never use another's Account.

2. When creating your Account, you agree to only provide accurate and complete information.

3. Only one Account per person is allowed, unless otherwise expressly approved by Pennygrab. Only individuals may open an Account, not entities, companies, trusts, co-ops, resellers, etc.

4. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. You must notify Pennygrab immediately of any breach of security or unauthorized use of your Account. Although Pennygrab will not be liable for your losses caused by any unauthorized use of your Account, you may be liable for the losses of Pennygrab or others relating to any such unauthorized use.

5. Either you or Pennygrab may at any time terminate your Account, for any reason or no reason, with or without notice. If Pennygrab terminates your Account for any reason other than your violation of these Terms of Use, the Website rules and regulations, and/or your violation of law, then Pennygrab shall return to you the balance of any purchased and paid credits (each as defined below), either by e-mail, US Mail and/or courier (e.g., FedEx) to your address that we have on file for you.

6. Without limitation to Number 5, above, if you do not use your Account for more than 12 months, your Account shall be considered “Inactive” and subject to termination by Pennygrab. Except where prohibited by law, all credits held in an Inactive Account shall expire on the first anniversary of the last credits you placed using your Account.

7. To request an Account and/or participate in any Daily Deal (including the placing of a credit or purchasing a Product using our Buy Now), you must be legally capable of entering into binding contracts and be at least 18 years old.

8. Pennygrab employees, independent contractors, and their immediate family members are not eligible to participate in our Daily Deals or Buy Now deals.

9. Pennygrab Products and Services are offered exclusively to Account holders and not to commercial or partly-commercial resellers.

10. Each User shall be liable for all activities that are undertaken using his or her Account.

11. Pennygrab hereby grants to you permission to use the Website as set forth in these Terms of Use, provided that: (i) your use of the Website as permitted is solely for the purposes expressly agreed upon by Pennygrab; (ii) you will not copy or distribute any part of the Website in any medium; (iii) you will not alter or modify any part of the Website; and (iv) you will otherwise comply with the terms and conditions of these Terms of Use.

12. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the Website servers in a given period of time quicker than a human could reasonably produce in the same period by using a convention on-line web browser.

13. You agree to use the Website and/or the Services only in a manner consistent with any and all applicable laws and regulations, and these Terms of Use.

14. You agree that you will not post any telephone numbers, street addresses, last names, URLs or email addresses, unless otherwise expressly permitted by Pennygrab.

15. You agree not to advertise, or solicit, any User to buy or sell any products or services and not to transmit any chain letters or junk email to other Users.

16. You agree that you will not, nor will you permit others to, cover or obscure any banner or other advertisements on any Pennygrab page.

17. You agreed not to disclose your password to any third party or permit any third party to access your Account, not including Facebook or Facebook Connect.

18. You may not sell, license, or otherwise transfer your Account, except by operation of law; provided, however, your may transfer to other eligible users of Pennygrab (i.e., users who are at least 18 years of age and who either have a valid Account or open a valid Account) unused Credits that are returned to you pursuant to Numbers 5 or 6 above.

Purchase of Credits

1. Each credit placed by a User with an authorized and active Account in connection with an Daily Deal ("Credits"), must be purchased and paid for by users prior to initiating such Credits. Credits are purchased only in packackes comprised of a minimum quantity ("Credit Packs") at the currently applicable price(s).

2. Payment for Credit packs shall be made by credit/debit card or such other payment solutions identified on the Website.

3. Neither Credits nor Credit Packs are transferable, except by operation of law; provided, however, you may transfer to other eligible users of PennyGrab (i.e., users who are at least 18 years of age and who either have a valid Account or open a valid Account) unused Credits and Credit Packs that are returned to you pursuant to Numbers 5 or 6 of Accounts (above).

4. If any payment by a User for Credit Packs or Products is returned or dishonored, the User will be charged a fee equal to $20.00, which is a fair approximation of PennyGrabs costs and expenses of such return. Without limitation to any other rights or remedies, Pennygrab reserves the right to disable such User's Account until all obligations are paid in full.

5. Bonus Credits are valid until the earlier of (i) one year after credited to an Account, (ii) the termination of your Account, either by us or by you, and/or (iii) the period allocable to such free or promotional Credit.

6. Purchased Credit Packs are valid for one year after they have been credited to your account. Credit Packs purchases are non-refundable under and circumstances. However, upon the termination of your Account or in the instance of Account inactivity for more than one year, then Pennygrab may at any time thereafter return to you the balance of any purchased and paid Credits (each as defined below), either by e-mail, US Mail and/or courier (e.g., FedEx) to your address that we have on file for you.

7. When a Credit is placed on a Daily Deal, one Credit is deducted from the User's Account and can no longer be used.

8. Users are prohibited from using any software not authorized by Pennygrab, including "robots."

Placing a Credit and using PennyGrab Pro

You may participate in three ways on Pennygrab.com - Credits may be placed by manually clicking on the PLACE CREDIT button available in various areas of the website. Credits may also be placed automatically by configured by our Credit Agent on your behalf and Credits may also be placed through our properietary software PennyGrab Pro. Read more about the operation of Credit Agents and PennyGrab Pro in the FAQs section.

Unless explicitly authorized by Pennygrab.com, no third party or custom software may be used to place Credits. Doing so will result in immediate disqualification from use of Pennygrab.com and the closure of your account.

Daily Deal Checkout Deadline

Winners of our Daily Deals or items otherwise offered for purchase must be purchased within a reasonable span of time following closing of a Daily Deal, defined by Pennygrab.com, in its sole discretion, but no less than 7 days. The deadline for “checking out” or purchasing such items will be prominently displayed in your My Account Pennygrab.com area of the website following the completion of an Daily Deal. Checkout deadlines will never be sooner than three days from the ending date of the Daily Deal.

Daily Deals and Purchases - for more information see "FAQs" on the Website.

1. Upon a User placing a Credit in an active Daily Deal, the price of the Product for that Daily Deal increases by the amount specified. Each Credit constitutes an irrevocable offer by such User to purchase the Product under the terms and conditions for such Daily Deal. Upon completion of the Daily Deal, Pennygrab will accept the winning Credit, whereupon, an agreement for purchase of such Product shall be made and be binding upon such User and Pennygrab, under the terms and conditions of such Daily Deal.

2. Unless otherwise set forth in such Daily Deal, each new Credit Placed will increase the purchase price by the amount reflected in such Daily Deal. The Daily Deal ends when the hidden Deal Price is reached. All other Credits Placed expire and will not be credited back to any Account or be eligible for use. The winner (last user) is determined based upon our records and will be made in our sole discretion.

3. The successful winner of each Daily Deal must go to the "My Account" section to acknowledge all of the applicable Daily Deal and purchase information, including purchase price, shipping costs, payment options, applicable state taxes and shipping instructions. The User must select a payment option and pay the purchase price, plus shipping costs, plus applicable taxes. (Canadian residents will be charged a different shipping rate, which will include sales taxes and tariffs if applicable). If an Daily Deal win has not been acknowledged and paid with fourteen (7) days of the Daily Deal end-date, Pennygrab reserves the right to reject the offer to purchase the Product.

4. Upon payment of the applicable purchase price, the shipping costs, and taxes, Pennygrab, shall initiate the shipment of the Product to the shipping address information supplied by the winner. Shipment will be made from our warehouse. The Website has more details on shipping limitations and restrictions.

5. If Pennygrab is not able to deliver the Products purchased, Pennygrab shall be entitled to substitute the item with a comparable replacement product with the same or better features, or provide a refund of the purchase price (plus any shipping charges and CA sales taxes paid). For Canadian residents, refer to the Daily Deal details page for information about product availability in Canada. In the event that a product / model number is not available for shipping to Canada, an equivalent model may be substituted

6. Except for audio or video recordings and computer software, including video games, any Product purchased from Pennygrab may be returned within seven (14) days of shipping arrival, in original condition with all original packaging and material. The "Returns" section of the Website will have proper details.

7. If A system outage has occurred unforeseeable disruption in a system. In such instance, Daily Deals will be temporarily halted and the current price and the current highest placed credit will be maintained. After the disruption has been resolved, the Daily Deals will be continued. Credits placed on a temporarily halted Daily Deal shall not be credited back on a user's account and are not eligible for a refund for Credits used or other costs incurred.

8. Pennygrab provides no assurance or promise for the constant and uninterrupted availability of the Website and technical systems. Without limitation to any other disclaimer set forth herein, Pennygrab shall not be liable for any damage that occurs due to Credits submitted by Users not being received by Pennygrab or not being received promptly or not being considered, as a consequence of technical faults.

Intellectual Property

1. Copyright. If you believe that any content on the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing the Copyright Agent (as defined below) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. identification of the copyrighted 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;

3. 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 the service provider to locate the material;

4. information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

5. 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

6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

7. Pennygrab' designated "Copyright Agent" to receive notifications of claimed infringement is: Pennygrab, 16131 Gothard St. STE J, Huntington Beach, CA 92647, ATTN: COPYRIGHT DESIGNATED AGENT. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to the Pennygrab customer service. You acknowledge that if you fail to comply with all of the requirements of this Section 6, your DMCA notice may not be valid.

Patent & Trademarks

1. Pennygrab or any of its licensors or affiliates products, technology and processes referred to or posted on the Web Site may be covered by one or more patents and/or are subject to other trade secret and/or any other proprietary rights. No transfer or grant of any rights under any such patents is made or is to be implied by any provision of these Terms of Use or by any other provision contained in the Web Site, and Pennygrab and/or its licensors and/or affiliates reserves all such rights.

2. Trademarks - General. Pennygrab®, as well as other names and marks so notified in the Web Site are trademarks of Pennygrab, Inc. ("Pennygrab Marks"). Other company or product names are the trademarks or registered trademarks of their respective holders. No transfer or grant of any rights under any names, marks or logos is made or is to be implied by any provision of these Terms of Use or by any other provision contained in the Web Site, and all rights in such names, marks or logos is reserved by Pennygrab and/or respective holders.

3. Trademarks - Use of. You may use Pennygrab Marks or product names to refer to Pennygrab products and services, provided you follow the following guidelines whenever Pennygrab Marks appear:

4. Your use of Pennygrab Marks must not mislead consumers or imply as to any Pennygrab sponsorship, affiliation, or endorsement of your company, or your products or services.

5. You should not use Pennygrab Marks, or any other trademarks, service marks, logos, or trade names of Pennygrab, or any word, symbol, or design confusingly similar thereto, as part of your (i) corporate name; or (ii) as part of the name of any of your product/service or third party's products/services; or (iii) as part of your internet address, domain name, meta tags, or any other similar designations.

6. At least upon the first occurrence of each of the Pennygrab Marks, the ® symbol shall appear.

7. In any material in which the Pennygrab Marks appear, a notice in the following format will be added: "Pennygrab and the Pennygrab logo, are trademarks of Pennygrab, Inc.".

8. All Pennygrab Marks must incorporate the exact and consistent style, type specifications and capitalization as instructed by Pennygrab, without any variations of same.

9. The Pennygrab Marks shall be used as an adjective followed by the generic term for the product/service.

10. These guidelines are not a definitive statement of proper brand and trademark use. Pennygrab reserves the right to oppose any uses of Pennygrab Marks that Pennygrab, in its sole discretion, deems unlawful or improper, even if such use is not expressly prohibited hereunder. Pennygrab further reserves the right to revise these guidelines at any time, without notice.

Miscellaneous

1. User Disputes. You are solely responsible for your interactions with other Users. Pennygrab reserves the right, but has no obligation, to monitor disputes between you and other Users.

2. Eligibility. Using the Services and/or purchasing Credits, Pacts, or Products is void where prohibited. You represent and warrant that you are at least 18 years of age. Credit that are otherwise assignable hereunder, may not be transferred or assigned to anyone in violation of law.

3. Update your Address. So that we may return to you unused Credits as contemplated herein, you must notify us of any change in your address and e-mail, all such information of which shall be retained to us in accordance with our Privacy Policy.

4. Non-Returnable Credits and Bonus Credits. If we are unable to return to you any Credits, Bonus Credits contemplated herein (including because you change your address or e-mail and do not notify us of such change), then except where prohibited by law, such non-returnable credits will expire one year following our attempted return.

5. Registration. You may be required to open an Account in order to access some or all of the Services. To do so, you will be required to create a username and password, to agree to these terms and conditions and to provide your email address. You may be required to provide additional information and complete additional registration steps.

6. Non Commercial Use by Users. The Services are for your personal use and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Pennygrab. Illegal and/or unauthorized use of the Services, including collecting usernames and/or email addresses of Users by electronic or other means or unauthorized framing of or linking to the Services are prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed without notice and may result in termination of Account privileges, which is without limitation to any other legal action that may be taken by Pennygrab.

7. Disclaimers. Pennygrab is not responsible for any incorrect or inaccurate content posted on the Website or in connection with any of the Services provided, whether caused by Users or by any of the equipment or programming associated with or utilized in any of the Services. Pennygrab is not responsible for the conduct, whether online or offline, of any User. Pennygrab assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any of the Services or Products. Pennygrab is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or at any of the Services or combination thereof, including any injury or damage to users and/or Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Website and/or in connection with the Services or Products. Under no circumstances shall Pennygrab be responsible for any loss or damage, including personal injury or death, resulting from use of the Website or the Services or from any content posted on the Website or transmitted to Users, or any interactions between Users, whether online or offline. THE WEBSITE AND THE SERVICES ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AND Pennygrab EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. Pennygrab DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE, THE BEATS, AND/OR THE SERVICES.

8. Limitation on Liability. IN NO EVENT SHALL Pennygrab OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR UNDER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE AND ANY OF THE SERVICES, EVEN IF Pennygrab HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Pennygrab' LIABILITY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT ACTUALLY PAID, IF ANY, BY YOU TO Pennygrab FOR THE SERVICES DURING THE TERM OF YOUR ACCOUNT.

9. U.S. Export Controls. Software from the Website (the "Software") may be subject to United States export controls. No Software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

10. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Delaware without regard to conflict of laws provisions, the actual state or county of execution or loss or any different state laws that may govern these Terms of Use. THE CALIFORNIA COURTS (STATE AND FEDERAL), SHALL HAVE SOLE JURISDICTION OF ANY AND ALL CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT; ANY ACTION OR OTHER PROCEEDING WHICH INVOLVES SUCH A CONTROVERSY SHALL BE BROUGHT SOLELY IN COURTS IN DELAWARE AND NOT ELSEWHERE. THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys' fees. In the event of any controversy or dispute between Pennygrab and you arising out of or in connection with your use of the Website, the parties shall attempt, promptly and in good faith, to resolve any such dispute.

11. Indemnity. You agree to indemnify and hold Pennygrab, its subsidiaries, members, managers, affiliates, officers, agents, lawyers, accountants, licensors, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Website or any of the Services in violation of these Terms of use; arising from your breach of these Terms of Use; arising from your violation of applicable law or court order; and/or arising from your negligence.

12. Final Value Fee. By definition as winners must pay for the item being auctioned, not unlike any other traditional auction. The per-bid fees are no different than other entrance fees in traditional auctions, or other American Traditions which courts have ruled are not gambling.

13. Void Where Prohibited. Pennygrab administers and operates the Website from its location; other Pennygrab sites may be administered and operated from various locations outside the United States. Although the Website is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Website are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Pennygrab reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on Pennygrab is void where prohibited. If you choose to access the Website from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

14. Privacy Policy. Please carefully read our Privacy Policy, the terms of which are hereby incorporated by this reference.

15. PennyGrab, Inc. is a California S Corporation, Entity Number C2924144, filed on 08/10/2007.

16. Other. Except for any additional written agreement(s) between you and Pennygrab, these Terms of Use constitute the entire agreement between you and Pennygrab regarding the use of the Website and/or any of the Services. The failure of Pennygrab to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.All rights not expressly granted to you in these Terms of Use are reserved to Pennygrab and/or its licensors. This Agreement is not assignable or transferable or sublicensable by you except with Pennygrab' prior written consent. Pennygrab may transfer, assign or delegate these Terms of Use and its rights and obligations without consent. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding these Terms of Use.