PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY CLOUD PARADE, LLC ("CLOUD PARADE"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HYPERLINK "http://www.yourcloudparade.com" http://www.yourcloudparade.com (THE "SITE") AND ALL SERVICES PROVIDED BY CLOUD PARADE ON THE SITE.

By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Site, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Site.

If you have any questions, please contact us.

1. Cloud Parade is a Venue
Cloud Parade acts as a venue to allow users who comply with Cloud Parade's policies to offer, sell and buy certain goods within a pre-defined. Cloud Parade is not directly involved in the transaction between buyers and sellers other than paying out the seller every 2 weeks (on average or the first of each month). As a result, Cloud Parade has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. While Cloud Parade may choose, at its sole discretion, to review and approve sellers, such approval does not necessarily include a pre-screening of every piece of content or information provided by sellers or other users. Cloud Parade cannot ensure that a buyer or seller will actually complete a transaction or that items will show up on, time before event, or that the quality is well represented.

Consequently, Cloud Parade does not transfer legal ownership of items from the seller to the buyer.

Cloud Parade cannot guarantee the true identity, age, and nationality of a user. Cloud Parade encourages you to communicate directly with potential transaction partners through the tools available on the Site.

You agree that Cloud Parade is a venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on Cloud Parade. You use the Cloud Parade service and site at your own risk.

2. Membership Eligibility

Age: Cloud Parade's services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Cloud Parade may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

Individuals under the age of 18 must at all times use Cloud Parade's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the user and is responsible for any and all activities.

Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by Cloud Parade's policies as stated in the Agreement and the Cloud Parade policy documents included herein (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by Cloud Parade, each of which is incorporated herein by reference and each of which may be updated by Cloud Parade from time to time without notice to you.

In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Cloud Parade from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Cloud Parade of any unauthorized use of your password or any breach of security. You also agree that Cloud Parade cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Cloud Parade without Cloud Parade's express written permission.

Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Cloud Parade you must provide and maintain valid payment information such as valid credit card.

Account Transfer: You may not transfer or sell your Cloud Parade account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

Right to Refuse Service: Cloud Parade's services are not available to temporarily or indefinitely suspended Cloud Parade members. Cloud Parade reserves the right, in Cloud Parade's sole discretion, to cancel unconfirmed or inactive accounts (0r items that dont fit the Cloud Parade Brand). Cloud Parade reserves the right to refuse service to anyone, for any reason, at any time.

3. Fees and Services

Joining and setting up a shop on Cloud Parade is free. Cloud Parade charges a percentage of the sale price when the item sells. Cloud Parade’s Fees Policy, which is subject to change, is incorporated into this Agreement by reference. Changes to the Fees Policy and the fees for Cloud Parade's services are effective after Cloud Parade provides you with at least fourteen (14) days' notice by posting the changes on the Site. Cloud Parade may, at Cloud Parade's sole discretion, change some or all of Cloud Parade's services at any time. In the event Cloud Parade introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).

Fees and Termination: If Cloud Parade terminates a listing or your account, if you close your account, or if the payment of your Cloud Parade fees cannot be completed for any reason, you remain obligated to pay Cloud Parade for all unpaid fees plus any penalties, if applicable. If the seller's account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). If you have a question or wish to dispute a charge, contact Cloud Parade.

4. Listing and Selling

Listing Description: By listing an item on the Site you warrant that you and all aspects of the item comply with Cloud Parade's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your Cloud Parade shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing.

Shop Policies: All sellers are urged to outline shop policies for their Cloud Parade shop. These policies may include, for example, shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Cloud Parade's site-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. Cloud Parade reserves the right to request that a seller modify a shop policy.

Binding Sale: All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller's listing (such as payment method), or (b) the seller cannot authenticate the buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance. They Buyer will pay for the item through our Cloud Parade Check out cart, and Seller will be paid two weeks later or first of the month.

Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding Cloud Parade transaction fees, misrepresent the item's location, or use another user's account without permission.

5. Prohibited, Questionable and Infringing Items and Activities

You are solely responsible for your conduct and activities on and regarding to Cloud Parade and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on Cloud Parade.

Restricted Activities: Your Content and your use of Cloud Parade shall not:

Be false, inaccurate or misleading

Be fraudulent or involve the sale of illegal, counterfeit or stolen items

Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy (see also, Cloud Parade's Copyright and Intellectual Property Policy)

Violate this Agreement, The DOs & DON'Ts of Cloud Parade any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)

Contain items that have been identified by the U.S. Consumer Products Safety Commission CPSU s hazardous to consumers and therefore subject to a recall

Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Cloud Parade staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device

Be obscene or contain child pornography

Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information

Host images not part of a listing

Modify, adapt or hack Cloud Parade or modify another website so as to falsely imply that it is associated with Cloud Parade;

Appear to create liability for Cloud Parade or cause Cloud Parade to lose (in whole or in part) the services of Cloud Parade's ISPs or other suppliers

Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, The DOs & DON'Ts of Cloud Parade, or other policy documents as posted on Cloud Parade.

Furthermore, you may not list any item on Cloud Parade (or consummate any transaction that was initiated using Cloud Parade's service) that, by paying to Cloud Parade the final value fee, could cause Cloud Parade to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.

6. Content

License: Cloud Parade does not claim ownership rights in your Content. You grant Cloud Parade a license solely to enable Cloud Parade to use any information or Content you supply Cloud Parade with, so that Cloud Parade is not violating any rights you might have in that Content. You grant Cloud Parade a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Cloud Parade to store or re-format your Content on Cloud Parade and display your Content on Cloud Parade in any way as Cloud Parade chooses. Cloud Parade will only use personal information in accordance with Cloud Parade's Privacy Policy.

As part of a transaction, you may obtain personal information, including email address and shipping information, from another Cloud Parade user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Cloud Parade-related communications. Cloud Parade has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Cloud Parade user to your email or physical mail list. For more information, see Cloud Parade's Privacy Policy.

Re-Posting Content: By posting Content on Cloud Parade, it is possible for an outside website or a third party to re-post that Content. You agree to hold Cloud Parade harmless for any dispute concerning this use. If you choose to display your own Cloud Parade-hosted image on another website, the image must provide a link back to its listing page on Cloud Parade.

Idea Submissions: Cloud Parade considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and Cloud Parade shall not be liable for the disclosure or use of such Material. If, at Cloud Parade's request, any member sends Material to improve the site (for example through the Forums or to customer support), Cloud Parade will also consider that Material to be non-confidential and non-proprietary and Cloud Parade will not be liable for use or disclosure of the Material. Any communication by you to Cloud Parade is subject to this Agreement. You hereby grant and agree to grant Cloud Parade, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

7. Information Control

Cloud Parade does not control the Content provided by users that is made available on Cloud Parade. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.

Additionally, there may also be risks dealing with international trade and foreign nationals. By using Cloud Parade, you agree to accept such risks and that Cloud Parade (and Cloud Parade's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Cloud Parade. Please use caution, common sense, and practice safe buying and selling when using Cloud Parade.

Other Resources: Cloud Parade is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Cloud Parade does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Cloud Parade shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

8. Resolution of Disputes and Release

In the event a dispute arises between you and Cloud Parade, please contact Cloud Parade.

Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Orange County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Central District of California. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Cloud Parade agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Should you have a dispute with one or more users, or an outside party, you release Cloud Parade (and Cloud Parade's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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. Cloud Parade encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

Cloud Parade, for the benefit of users, may try to help Cloud Parade’s users resolve disputes. Cloud Parade does so in Cloud Parade's sole discretion, and Cloud Parade has no obligation to resolve disputes between users or between users and outside parties. To the extent that Cloud Parade attempts to resolve a dispute, Cloud Parade will do so in good faith based solely on Cloud Parade's policies. Cloud Parade will not make judgments regarding legal issues or claims.

9. Cloud Parade's Intellectual Property

Cloud Parade, and other Cloud Parade graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Cloud Parade, Inc. in the U.S. and/or other countries. Cloud Parade's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

10. Access and Interference

Cloud Parade may contain robot exclusion headers which contain internal rules for software usage. Much of the information on Cloud Parade is updated on a real-time basis and is proprietary or is licensed to Cloud Parade by Cloud Parade's users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access Cloud Parade for any purpose whatsoever without Cloud Parade's prior express written permission. Additionally, you agree that you will not:

Take any action that imposes, or may impose, in Cloud Parade's sole discretion, an unreasonable or disproportionately large load on Cloud Parade's infrastructure

Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) or other allowed uses as set out in The DOs & DONTs of Cloud Parade from the Site without the prior express written permission of Cloud Parade and the appropriate third party, as applicable.

Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site

Bypass Cloud Parade's robot exclusion headers or other measures Cloud Parade may use to prevent or restrict access to Cloud Parade

11. Breach

Without limiting any other remedies, Cloud Parade may, without notice, and without refunding any fees, delay or immediately remove Content, warn Cloud Parade's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:

Cloud Parade suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, The DOs & DONTs of Cloud Parade, or other policy documents and community guidelines incorporated herein; Cloud Parade is unable to verify or authenticate any of your personal information or Content; or Cloud Parade believes that a user is acting inconsistently with the letter or spirit of Cloud Parade's policies, has engaged in improper or fraudulent activity in connection with Cloud Parade or the actions may cause legal liability or financial loss to Cloud Parade's users or to Cloud Parade.

12. No Warranty

CLOUD PARADE, CLOUD PARADE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND CLOUD PARADE'S SUPPLIERS PROVIDE CLOUD PARADE'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. CLOUD PARADE, CLOUD PARADE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND CLOUD PARADE'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM CLOUD PARADE SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

13. Privacy

Except as provided in Cloud Parade’s Privacy Policy, Cloud Parade will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. Cloud Parade stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

14. Liability Limit

IN NO EVENT SHALL CLOUD PARADE, AND (AS APPLICABLE) CLOUD PARADE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR CLOUD PARADE'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, CLOUD PARADE'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

CLOUD PARADE'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF CLOUD PARADE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO Cloud Parade IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

15. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD CLOUD PARADE AND (AS APPLICABLE) CLOUD PARADE'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

16. No Guarantee

Cloud Parade does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Cloud Parade's control.

17. Legal Compliance; Taxes

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any Cloud Parade service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on Cloud Parade's net income).

18. Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

19. No Agency

You and Cloud Parade are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

20. Cloud Parade Service

Cloud Parade reserves the right to modify or terminate the Cloud Parade service for any reason, without notice, at any time. Cloud Parade reserves the right to alter these Terms of Use or other Site policies at any time, so please review the policies frequently. If Cloud Parade makes a material change Cloud Parade will notify you here, by email, by means of a notice on our home page, or other places Cloud Parade deems appropriate. What constitutes a "material change" will be determined at Cloud Parade's sole discretion, in good faith, and using common sense and reasonable judgment.

21. Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California, excluding its conflicts of laws rules, and the United States of America.

22. Survival



23. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Cloud Parade; Mail Stop: CLOUD PARADE, Mind Law Firm, 36 Executive Park, Suite 110, Irvine, California 92614 (in the case of Cloud Parade) or, in your case, to the email address you provide to Cloud Parade (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Cloud Parade may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Cloud Parade. In such case, notice shall be deemed given three days after the date of mailing.



24. DOs and DON'Ts

Please read this page with care, as it explains the dos and don'ts, the ins and outs, the ups and downs (and everything in between) of being a member of the Cloud Parade community. These policies only apply to HYPERLINK "http://www.yourcloudparade.com" http://www.yourcloudparade.com. Alas, we do not control the universe, or even the rest of the Internet. If you still have questions after reading these policies, please feel free to contact us.

Membership

We expect all members of Cloud Parade (including Cloud Parade’s staff) to treat each other with respect and kindness. Remember that behind every username is a real person with feelings. Your username on Cloud Parade is your identity. You are responsible for your conduct and all content submitted under your username on Cloud Parade.

By joining Cloud Parade, you agree to abide by the policies outlined here and in our Terms of Use.

Usernames cannot be changed except in the event of documented legal action (such as trademark infringement) at Cloud Parade's discretion. Choose your username carefully.

You may not use the word "Cloud Parade" in your username without permission.

You must be at least 18 years of age to hold an account on Cloud Parade.

If you are under 18, you must have the permission and supervision of a parent or legal guardian who is at least 18 years of age; that adult is responsible for the account.

If you are under the age of 18, you may not utilize the community features on Cloud Parade, unless otherwise specified by Cloud Parade. When using Cloud Parade, those under 18 must, at all times, have the permission and supervision of a parent or legal guardian who is at least 18 years of age.

You may not use mature, profane or racist language or images in the public areas of your account (for example: username, avatar, Profile, shop announcement, shop About page).

You may not use the public areas of your account to demonstrate or discuss disputes with others or with Cloud Parade.

You may not transfer ownership or sell your Cloud Parade account to another party.

You may not use Cloud Parade to direct shoppers to another online selling venue to purchase the same items as listed in your Cloud Parade shop, as this may constitute fee avoidance. This includes posting links/URLs or providing information sufficient to locate the other online venue(s). your shop will be terminated if you do this.

A Cloud Parade account may not be used for the purpose of redirecting traffic to another web location. Please contact us to have your account closed if you are no longer using it.

Keep your account information updated and accurate. Your account must have a valid email address at all times. Cloud Parade will use the email address on file in your account information to contact you when necessary.

Cloud Parade encourages all members to resolve their own disputes. As a venue, Cloud Parade cannot mediate disputes between members or other parties.

Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. This includes all of your accounts by virtue of association. In other words, Cloud Parade reserves the right to suspend the use of the site for a person and all username(s) he/she operates under. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

25. Multiple accounts held by one person

Having more than one account ("multiple accounts" or "alternate accounts") is not something Cloud Parade encourages, as it has the potential to cause confusion. Keep in mind that information and accounts cannot be merged in any way, so if you change your mind later, you will not be able to transfer information (for example: listings, feedback, Favorites or purchase history) from one account to another.

All of your usernames must be clearly disclosed in the Public Profile for each account. A statement such as, "I am also on Cloud Parade under these usernames..." would be acceptable. This includes all buying and selling accounts, as well as any collective accounts in which you are involved.

You may not use an alternate account to purchase items from yourself. This is called "shilling."

You may not list the same unique item in more than one shop on Cloud Parade.

Cloud Parade will not issue refunds or credits for accidental activity stemming from multiple account ownership (for example: listing items in the wrong shop). Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. This includes all of your accounts by virtue of association. In other words, Cloud Parade reserves the right to suspend the use of the site for a person and all username(s) he/she operates under. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

Multiple people using a single account (collective shops)

An account that involves more than one person is called a collective. There are three scenarios, outlined below, in which multiple people who know each other may use a single Cloud Parade account.

Collaboration: Artisans combine their skills to make and list products in a Cloud Parade shop. For example:

One artist screen prints fabric, then another artist sews clothing from the fabric. The finished product is listed in a collective Cloud Parade shop.

Sharing a Shop: Multiple people who know each other use a single Cloud Parade account to post their own separate items in one shared shop. For example:

Two jewelers share a collective Cloud Parade shop, but they create and list their own jewelry items in the shop.

Friends, a painter and a furniture maker, share a collective Cloud Parade shop to sell their work together.

Vintage sellers share a shop to sell their vintage finds together.

Shop Management Help: Someone helps a friend or family member in the same household or shared physical space manage their Cloud Parade account. For example:

A person helps a friend or family member list or ship an item. The item is listed in their collective Cloud Parade shop.

With permission and supervision of a parent or legal guardian who is at least 18 years of age, a minor and an adult have an Cloud Parade shop together. Per Cloud Parade's Membership policies, the adult is responsible for the account.

If your shop is a collective, you must comply with all of Cloud Parade's policies, including these additional policies specifically for collectives:

A collective may not be an entity that represents multiple artists by contract (for example: a gallery, a consignment shop, an art agency/dealer).

Because of the laws concerning charitable fundraising, a charitable collective shop must comply with Cloud Parade's Charitable listings and shops policies.

The shop's About page must fully disclose accurate information about each person, their role in the Cloud Parade shop and the relationships between the members of the collective. Cloud Parade may ask for additional information and require that the shop comply with additional requirements.

The individual who registers the account is responsible for all activities of the account, the bill and any transactions. This includes participation in community features of the site.

All standard listing policies apply to collective Cloud Parade shops.

Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use. If any of Cloud Parade's policies are violated by a member of a collective, all accounts registered to members of the collective are subject to suspension of privileges and/or account termination. Cloud Parade will not mediate disputes between individuals within a collective.

26. Private Messages

Private Messages (also called "PM’s") are your way to communicate privately with other Cloud Parade members. Think of it like email just for Cloud Parade. PM’s are primarily intended for communicating about transactions. Members may also use PM’s to build friendly relationships with one another, seek advice or discuss Cloud Parade activities. Please use common sense when giving out personal information to others via Private Messages.

You must not use PM’s to send unsolicited advertising or promotions, requests for donations or "spam."

You must not use PM’s to knowingly harass or abuse another member.

If someone explicitly tells you not to contact them, you must not use PM’s to contact them again, unless involved in an open transaction.

You must not use PM’s to interfere with a transaction.

You must not contact another member to buy or sell an item listed on Cloud Parade outside of Cloud Parade's marketplace. This may also constitute fee avoidance.

You must not communicate with a member involved in an active or completed transaction to warn the member away from a particular buyer, seller or item.

Sending too many messages too quickly may auto-disable your ability to send Private Messages. You must contact support to have your ability to send PM’s reinstated. Misuse of PM’s may result in suspension of account privileges and/or termination of your Cloud Parade account(s). Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

27. Transactions

Cloud Parade is a HYPERLINK "http://www.etsy.com/policy/terms" venue, not a retailer; Cloud Parade's role is to connect the buyer and the seller. This means when you place an order on Cloud Parade, you are entering into a direct transaction and personal relationship with an individual seller, facilitated by Cloud Parade. We encourage the two parties to work through the transaction to completion.

A transaction is created when a buyer completes Cloud Parade's checkout process. The seller and buyer will receive email notification from Cloud Parade with information about the transaction and an invoice record on Cloud Parade. A Cloud Parade transaction is completed when the buyer pays and the seller ships the item. Payment is submitted through Cloud Parade, which processes the payment, deducts the appropriate percentage amount to be retained by Cloud Parade based on Cloud Parade’s Fees Policy, then pays the remaining amount out to the seller.

In certain circumstances, a seller may cancel an invalid or void transaction or refuse service to a buyer. A seller may post important information in their Shop Announcement, Shop Policies, Public Profile or listing description to better inform buyers. A seller's individual policies for shipping, returns/exchanges and refunds posted in the seller's Shop Policies must comply with Cloud Parade's site-wide policies. Please note: other services involved in completing a transaction (for example: shipping services) may have different policies regarding transactions. We highly a recommend that you dont allow returns at anytime to avoid being taken advantage of! Please read in our "Returns and Charge Back section for more info)

In the event a buyer requests, and the seller honors, a return/exchange or refund in connection with a completed transaction, Cloud Parade shall be under no obligation to refund any amounts retained via that transaction based on Cloud Parade’s Fees Policy. The fees earned by Cloud Parade in facilitating transactions are non-refundable. In other words, the seller is solely responsible for refunding to the buyer any agreed upon amount.

Cloud Parade encourages both buyers and sellers to consider the following best practices, which may help resolve problems should a dispute arise.

28. For buyers:

Use Cloud Parade Private Messages to communicate about any questions, special details or problems.

Read the shop's policies before purchasing.

Provide an accurate shipping address during Checkout.

Before returning an item, check the shop's policies and contact the seller.

In the event of a return, retain proof of shipping and/or delivery confirmation that includes the date and recipient’s address (at least the city/state or zip code).

For sellers:

Upload images that are shot on a white "professional" back drop. We have noticed that items sell quicker when the items are photographed well.

Use Cloud Parade Private Messages to communicate about any questions, special details or problems.

Publish clear shop policies using the tools provided by Cloud Parade.

Verify Cloud Parade has received payment before shipping an item.

Provide an anticipated shipping time frame, and update the buyer if the shipping time frame changes.

Ship to the address provided by the buyer during Checkout.

Retain proof of shipping and/or delivery confirmation that includes the date and recipient’s address (at least the city/state or zip code).

29. Transaction concerns or disputes

We hope that your shopping experience on Cloud Parade is smooth and hassle-free. In the event of a transaction dispute, Cloud Parade encourages the buyer and seller to resolve the situation through Cloud Parade Private Messages, and by submitting fair, honest feedback. The policies below describe various types of transaction disputes and the roles of the seller, the buyer and Cloud Parade in each scenario.

30. Non-payment

Non-payment occurs when a buyer does not or cannot complete payment after a transaction has been created. The seller may invoice the buyer in an attempt to collect payment before shipping. Cloud Parade encourages sellers to offer buyers fair, honest feedback. Sellers are also encouraged to consider customer service best practices.

The buyer must pay at the time the transaction is created, according to the transaction agreement or according to the terms in the seller's Shop Policies.

The seller may cancel a transaction for non-payment when applicable (see Transaction cancellation).

Cloud Parade relies on sellers to submit fair, honest feedback for buyers in non-payment circumstances. Members with a low overall feedback score may be subject to review, which can result in suspension of account privileges and/or termination. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

31. Non-delivery

Non-delivery occurs when a seller does not ship an item after a transaction has been created and the buyer paid. The buyer may file a non-delivery report with Cloud Parade against the seller within a reasonable time frame. When a non-delivery report is filed, both the buyer and the seller receive a notice from Cloud Parade about the report so they can work out the issue. Cloud Parade encourages both parties to follow best practices. Cloud Parade relies on buyers to submit fair, honest feedback for sellers in non-delivery circumstances.The seller must ship goods within a reasonable amount of time, according to transaction agreement or according to the terms in the seller's Shop Policies.

Once a Cloud Parade non-delivery case has been opened by the buyer, the buyer and/or seller must respond to the case to close it.

A case may be closed after the buyer and seller reach a resolution, the seller issues a full refund, or the seller issues a partial refund to which the buyer is amenable.

If the buyer and seller cannot reach a resolution, the case may be escalated for review and resolution by Cloud Parade.

If a case is escalated to Cloud Parade, the seller may be asked to provide Cloud Parade with additional information (for example: proof of shipping and/or delivery, proof of refund) to help resolve the dispute.

If a case is escalated for review by Cloud Parade, then Cloud Parade's team will determine the resolution for the dispute. Both parties must abide by Cloud Parade's decision. For eligible transactions paid with a credit card via direct checkout, Cloud Parade may issue a refund to the buyer from the seller's Shop Account. If there are insufficient funds available in the seller's Shop Account, Cloud Parade may charge the payment source on file for the seller to cover the refund. A seller who fails to ship an item, respond to a non-delivery report or settle a disputed transaction in a reasonable manner may be suspended. Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.



32. Charge Backs, returns and Fraud:
Cloud Parade will not be responsible for credit card fraud, credit card charge backs, or returns.
Returns: As mentioned above please note that Cloud Parade is not responsible for returns. We highly recommend that you do not allow returns and you list this in your store policy (to protect yourself). In the event you do feel the need to accept a return example: a bride orders the wrong size wedding shoe, you must do all communication through the Cloud Parade site. If you decide to reimburse someone for an item purchased, you must reimburse them for the entire total that they paid and all communication must be done through the Cloud Parade messaging system.
Credit Card Fraud; We practice best business practices. We will pursue legal action if credit card fraud is used on the Cloud Parade site.
Charge Backs: In the event of a credit card charge back, Cloud Parade will pull funds out of your future items sold to cover the total amount of the charge back. If no other sales are made from your shop, Cloud Parade will invoice you (the store owner) for total amount due from charge back. You have up to 30 days to reimbursed Cloud Parade. If payment is not made to Cloud Parade, termination or legal action could result.


33. Refusing service

Cloud Parade encourages sellers to engage in clear and consistent communication, follow best practices and honor transaction agreements. However, if a seller cannot complete a transaction due to an extraordinary circumstance, then the seller may refuse service to the buyer.

The seller must notify the buyer of refusal of service through Cloud Parade Private Messages.

The seller can only refuse service prior to shipping.

If the buyer has already paid, then the seller must issue a full refund to the buyer (price paid for item plus shipping and including any fees taken out by Cloud Parade).

The seller may cancel the transaction when applicable.

Unless otherwise agreed or according to the seller's terms, a seller's refusal of service to a specific buyer is indefinite within that seller's Cloud Parade shop.

Members who abuse the privilege to refuse service may be subject to review, which can result in suspension of account privileges and/or termination. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

34. Dissatisfaction with item

In the event the buyer receives a product that is significantly different from the original listing, the buyer should first contact the seller. Sellers are encouraged to follow best practices. If the buyer and seller are unable to resolve the situation, then for certain eligible transactions the buyer may file a report with Cloud Parade within a reasonable time frame. Cloud Parade encourages buyers to submit fair, honest feedback.

The seller must accurately describe the item in the listing.

The seller must comply with the transaction agreement or according to the terms in the seller's Policies.

If the payment method in the transaction was credit card via direct checkout, then the transaction is eligible for a not as described case on Cloud Parade.

Once a not as described case has been opened by the buyer on Cloud Parade, the buyer and/or seller must respond to the case to close it.

If the buyer and seller cannot reach a resolution, the case may be escalated for review and resolution by Cloud Parade.

If a case is escalated to Cloud Parade, both buyer and seller may be asked to provide additional information (for example: photographs of the item) to help resolve the dispute.

If a case is escalated for review by Cloud Parade, then Cloud Parade's team will determine the resolution for the dispute. Both parties must abide Cloud Parade's decision. For eligible transactions paid with a credit card via direct checkout, Cloud Parade may issue a refund to the buyer from the seller's Shop Account. If there are insufficient funds available in the seller's Shop Account, Cloud Parade may charge the payment source on file for the seller to cover the refund. Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

35. Interference

To ensure the integrity of Cloud Parade's marketplace and help protect members from potentially fraudulent activity, transaction interference is not allowed on Cloud Parade. The following circumstances are considered transaction interference:

You may not contact another member to buy or sell an item listed on Cloud Parade outside of Cloud Parade's marketplace. This may also constitute fee avoidance.

You may not communicate with another member to warn the member away from a particular buyer, seller or item.

Posting in the public areas of your account (for example: Shop Announcement, Profile, listings) to demonstrate or discuss a dispute with others or with Cloud Parade may be considered a form of interference.

Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

36. Transaction cancellation

Cloud Parade charges fees to sellers for use of Cloud Parade's services. Sellers agree to complete valid transactions and pay Cloud Parade fees in full. On occasion, a seller may need to cancel an invalid or void transaction. When applicable, Cloud Parade will issue a credit to the seller for the applicable fees and remove the transaction from Cloud Parade. Only the seller in a transaction may cancel the transaction. The buyer should contact the seller by Cloud Parade Private Messages to request cancellation of a transaction. Item returns are subject to the individual seller's shop policies; the buyer needs to contact the seller for approval prior to shipping an item back to the seller. Sellers are encouraged to keep proof of any refunds provided to buyers in the event a dispute arises over a cancellation.

The seller may not cancel a transaction for the purpose of avoiding fees or feedback.

The seller may cancel an invalid or void transaction, as defined by these circumstances:

The buyer did not pay at the time the transaction was created, according to the transaction agreement or according to the terms in the seller's Shop Policies.

The payment method was credit card via direct checkout AND a full refund is provided to the buyer from the seller's Shop Account.

The payment method was via check, money order, or other payment method, AND the following additional criteria are met:

Both the buyer and seller agree to cancel the transaction prior to shipment. If the buyer has already paid, the seller has refunded buyer (price paid for item plus shipping).

The seller has refused service to the buyer. If the buyer has already paid, the seller has refunded the buyer (price paid for item plus shipping).

The buyer paid for the item(s). Although the seller shipped the item(s), the buyer did not receive the item(s). The seller has refunded the buyer (price paid for item at minimum).

The buyer paid, the seller shipped the item, and the buyer received the item. Then the buyer and seller agreed the buyer can return the item to the seller for a refund. The seller has received the returned item, and the seller has refunded the buyer (price paid for item at minimum).

Members who abuse the privilege to cancel transactions may be subject to review, which can result in suspension of account privileges and/or termination. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of use.

37. Feedback

Feedback is a way to establish a reputation of trust for buyers, sellers and the Cloud Parade marketplace. You are welcome to email us with any feedback you might have.

Marketplace criteria

Cloud Parade provides a marketplace for crafters, artists, store owners, corporations, big brands, and collectors to sell their products or items. Most shops belong to individuals, but a small group can run a Cloud Parade shop together.

Listings that do not comply with Cloud Parade's policies may be reported for review. Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. If Cloud Parade removes an item listing for violating Cloud Parade policy, the seller is still obligated to pay the listing fee for that item. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

38. Custom orders

Custom orders or customizable items may be listed on Cloud Parade using the tags and filtering systems. if they adhere to the following policies for listing:

"Custom order" listings must be listed for purchase with a set price.

The seller may use photographs of previous work and options for customization (for example: color choices) in the listing.

If the seller offers different sizes or styles that affect the price, the seller must make a separate listing for each item.

The buyer must purchase the listing on Cloud Parade to have an item created. Details about the customization can be discussed via Cloud Parade Conversation or email.

If the buyer supplies their own materials to the seller for a custom order, they do so at their own risk.

If you sell items that can only be shipped to specific areas (like parishable goods), make sure you clarify that per item and on your store page.

When creating a custom order listing, make sure there is clear communication between buyer and seller.

Listings that do not comply with Cloud Parade's policies may be reported for review. Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. If Cloud Parade removes an item listing for violating Cloud Parade policy, the seller is still obligated to pay the listing fee for that item. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

39. Services

Services are allowed to be listed on Cloud Parade. Make sure you give clear direction on what you are offering.

example: Wedding photography: Package includes: 6 hours of wedding day coverage, 2 photographers, online proofing, and a disk of all the digital edited files. Price $5,000.00

Charitable listings and shops
Cloud Parade understands that members may wish to participate in fundraising for charitable organizations and causes. Charitable fundraising is subject to many laws, and unfortunately, there exist unsavory people who may attempt to take advantage of your good will. Therefore, for the protection of our community, Cloud Parade has established some policies regarding charitable listings and shops that use charitable fundraising as a promotional tool. Members participate in charitable fundraising at their own risk.

Members represent that any charitable fundraising complies with all applicable laws.

A seller who promotes that their Cloud Parade shop engages in charitable fundraising on behalf of a recognized tax-deductible charitable organization (for example: 501(c)(3) status or equivalent with the IRS, similar legally-recognized non-U.S. charitable organization) must receive appropriate consent from the charitable organization.

The seller must include clear information about the organization and donation details in the listing, and/or other public area of the shop.

Listings created solely to solicit for donations are not permitted. All listings on Cloud Parade must be for a tangible item available for sale.

Members must comply with all policies, including Cloud Parade's Community and Private Message policies. Members must not send unsolicited donation requests.

A charitable shop involving multiple people must comply with all applicable Membership rules.

Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. If Cloud Parade removes an item listing for violating Cloud Parade policy, the seller is still obligated to pay the listing fee for that item. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

40. Mature content

Cloud Parade aims to maintain a marketplace appropriate for general audiences, therefore the use of mature content must comply with the following policies. Mature content is defined as: visual depiction of male or female genitalia, sexual activity or content, profane language or graphic violence. Mature content listings will remain in all Cloud Parade searches by default; users can restrict results by using the exclusionary search term "-mature" ("opt-out" search status).

Item listings containing mature content must include the word "mature" in the item title.

Mature content and/or profane language or images are not allowed in the "first impression" areas of your account, including: your username, Profile, item titles, tags, avatar, banner, Shop Announcement, and/or shop section titles, and your shop's About page.

The first thumbnail image in your item listing should be kept appropriate for general audiences; additional images in the listing may show the item in its entirety. Mature content and/or profane language or images are only allowed in the second, third, fourth and fifth photos of an item listing and the description text of a listing.

41. Pornography is prohibited on Cloud Parade.

Listings that do not comply with Cloud Parade's policies may be reported for review. Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. If Cloud Parade removes an item listing for violating Cloud Parade policy, the seller is still obligated to pay the listing fee for that item. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

42. Prohibited items

Every Cloud Parade seller is responsible for following the laws that apply to you, your shop and your items, including any shipping restrictions for your items.

There are some types of items that we don't allow in Cloud Parade's marketplace, even if they are legal and otherwise meet Cloud Parade's selling criteria. Some things just aren't in the spirit of Cloud Parade. The following types of items may not be listed on Cloud Parade:

Alcohol

Tobacco

Drugs, drug-like substances, drug paraphernalia

Live animals, illegal animal products

Pornography

Firearms and/or weapons

Recalled Items

Real estate

Motor vehicles (automobiles, motorcycles, boats, etc.)

Items or listings that promote, support or glorify hatred toward or otherwise demean people based upon: race, ethnicity, religion, gender, gender identity, disability, or sexual orientation; including items or content that promote organizations with such views

Items or listings that promote or support illegal activity or instruct others to engage in illegal activity

Items or listings that promote, support or glorify acts of violence or harm towards self or others

Even beyond these standards, Cloud Parade members are responsible for making important moral or ethical decisions regarding what they buy and sell on Cloud Parade.

We reserve the right to remove listings that we determine are not within the spirit of Cloud Parade. Such listings will be removed from the site, and the member's selling privileges may be suspended and/or terminated. If Cloud Parade removes an item listing for violating Cloud Parade policy, the seller is still obligated to pay the listing fee for that item. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

43. Shops

We encourage all sellers to provide information about yourself and/or your item in your Profile. Shoppers will likely be interested in this information, as they are often here specifically to buy your unique items directly from the creator. You should explain your shop's policies regarding shipping, payments, refunds and exchanges on the Shop Policies page. You may use this space to provide additional shop policy information.

Please keep the following things in mind as you set up your shop and create listings:

An individual shop's policies must abide by Cloud Parade's site-wide policies. Cloud Parade reserves the right to request that a seller provide policy information or require a seller to modify unreasonable policies at Cloud Parade's discretion.

Do not make illegal use of photographs or written text. This is in violation of our Terms of Use.

You may not use mature, profane or racist language or images in the public areas of your shop (for example: username, avatar, Profile, shop announcement, shop About page, tags, item titles, banner).

You must pay your Cloud Parade bill on time to avoid penalties (if applicable), including but not limited to: suspension of listing privileges and/or account termination.

You may not engage in any activity to avoid Cloud Parade's fees ("fee avoidance"). This includes but is not limited to: completing a transaction off-Cloud Parade once it has been initiated on the site, listing an item below its intended purchase price or canceling a valid completed transaction.

You may not knowingly misrepresent your language. Shop and listing information should be accurate in the language(s) to which you've enrolled your shop.

Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

Listings

All listings on Cloud Parade should be clear, accurate and detailed. Accurate photos, descriptions and listing information are critical to selling on Cloud Parade. Keep these policies in mind as you list and describe your items:

Listing descriptions and photos must accurately describe the item for sale so buyers know what is included in the purchase.

Each listing must be available for purchase.

You may not create a listing for an item that is not for sale or sold out.

A listing may not be created for the sole purpose of sharing photographs or other information with the community.

A listing may not be created solely as an advertisement. This includes notices of sales or promotions in your shop. Such information may be included in other areas of your shop, such as: your Profile, your shop's About page, avatar, banner, Shop Announcement and/or item descriptions.

Items must not be listed as available for rental or lease.

Listing prices must be reasonable.

You may price an item how you choose; however, a listing should not be created with an inaccurate price in order to keep it from selling.

The shipping cost must be reasonable for the item.

Each unique item must have its own listing. You may group items as a set into a single listing if the items are being sold and shipped together. If you wish to offer options for the item (for example: a t-shirt available in various sizes), please refer to the policies for Custom orders.

You may not edit a listing's information to change it to an entirely different item; this is considered fee avoidance (if fees apply).

All listings on Cloud Parade must be for a tangible object. (Note: a digital file is considered a tangible object.)

You may not use Cloud Parade to direct shoppers to another online selling venue to purchase the same items as listed in your Cloud Parade shop, as this may constitute fee avoidance. This includes posting links/URLs or providing information sufficient to locate the other online venue(s).

A listing must not be conditional upon the purchase of another listing in your shop (for example: saying "this item may only be purchased along with another item in my shop" is not allowed). This includes listings for item upgrades, shipping upgrades and gift wrapping upgrades.

A free with purchase item may not be listed as a separate listing conditional upon the purchase of another item in your shop.

The title and tags must not mention or describe the free with purchase item.

Information about free with purchase items may only be included in the item description.

A free with purchase item must not be featured in the first photograph of the listing.

The listing price must only reflect the listed item.

Gift certificates are governed by local laws; it is the seller's responsibility to determine if they are in compliance. If you list a gift certificate on Cloud Parade, you are responsible for this compliance.

You must include this sentence in the item listing: "This Gift Certificate is valid only in my Cloud Parade shop, and it is only redeemable here."

Drop shipping is not permitted. All items must be shipped under the direct supervision of the seller.

In addition to the rules that apply to all listings on Cloud Parade, please review the specific policies that apply to the three types of items that may be sold on Cloud Parade: handmade by you, commercial crafting supplies and vintage items. Some items are prohibited, and some items (for example: mature content) require special attention to comply with Cloud Parade's policies.

Listings that do not comply with Cloud Parade's policies may be reported for review. Members who do not comply with Cloud Parade's policies may be subject to review, which can result in suspension of account privileges and/or termination. If Cloud Parade removes an item listing for violating Cloud Parade policy, the seller is still obligated to pay the listing fee for that item. Suspended or terminated members remain obligated to pay Cloud Parade for all unpaid fees per our Terms of Use.

Labeling your items

There are several key pieces of information about your item that Cloud Parade uses to help shoppers find what they are seeking, such as: color, category, and style. It's very important to accurately label your items. Providing high-quality, accurate info helps shoppers find your items. Inaccurate info can create a frustrating shopping experience for everyone in the marketplace.

Here are the basic rules for labeling your listings:

Only use accurate and relevant terms that describe the specific item for sale in your listing.

You may use relevant synonyms (for example: a purse may be described as a "handbag"). You must not label a listing with related, but inaccurate words (for example: mittens should not be described as "scarf," earrings should not be described as "necklace").

If your items are one-of-a-kind or unique, you may describe your listing as "original," "OOAK," "one of a kind," or other synonyms. However, if your item is a reproduction or in an edition of multiples, you must not describe it with these terms.

You may use a short descriptive phrase as a tag if it accurately describes your item (for example: "sterling silver," "messenger bag," "steampunk cufflinks").

You may not stuff multiple words into a single tag that do not comprise a descriptive phrase (for example: "beach water sunset," "handbag purse clutch," "green red blue black.")

You should only state what the item is, not what the item may become or potential uses for the item (for example: yarn should not be labeled as "sweater," beads should not be labeled as "bracelet," small gift items should not be labeled as "stocking stuffer").

Tags or attributes that describe the craft or process used to create an item should only refer to the processes that you personally used to create the item (for example: note cards should only be described as "papermaking" if you made the paper by hand from pulp, a wooden shelf should only be described as "woodworking" if you built the shelf).

If your listing contains mature content, then you must comply with Cloud Parade's mature content policies. This includes titling your listing with the word "mature."

44. Shipping Labels

Use of shipping labels is subject to applicable HYPERLINK "http://www.usps.com/" USPS rules.

A shipping label must be associated with all Cloud Parade orders.

The address on the label must match the address provided by the buyer during Checkout, or an address agreed upon by the buyer and seller via Cloud Parade Conversations.

Shipping labels may not be transferred or sold to a third party.

45. Advertising on Cloud Parade

Cloud Parade offers paid promotional opportunities for shops that may help increase visibility and awareness of your items and shop. Sellers can purchase Search Ad keywords to promote their items on the site. More information on this is soon to come. At this time shop owners can also advertise in our Vendor "ad space" located on the front page... or pay for becoming a featured shop or featured item on the front page. Please contact us for our advertising packet. Advertising drives more traffic to your individual shop or new item that you listed.

46. Flagging

Flagging is akin to Cloud Parade's neighborhood watch. It's your way to alert Cloud Parade of potential problems or issues. Please email us if you see something fishy.

We love our community at Cloud Parade. You’ve trusted us with a big responsibility, and we’re committed to upholding a high standard when it comes to our privacy practices. It’s important to us that you’re comfortable on Cloud Parade, so we provide options for you to control how much information you share and your communication preferences. We believe in being transparent about our practices, which is why we provide a detailed Privacy Policy to explain how we gather, use and protect your information. We’ve pulled out the highlights here, in an effort to better communicate the key points.

47. Privacy Policy

At Cloud Parade, we value our community. You trust us with your information, and we’re serious about that responsibility. We believe in transparency, and we’re committed to being upfront about our privacy practices, including how we treat personal information we collect or receive. We know you care about your privacy, too, so we provide settings that allow you to control how certain information is used on Cloud Parade. This policy explains our privacy practices for CloudParade.com and services provided by Cloud Parade, Inc. (“Cloud Parade”).

48. Information Collected or Received

Cloud Parade will not sell or disclose your name, email address or other personal information to third parties without your explicit consent, except as specified in this policy.

As a Cloud Parade member you are required to provide a valid email address at registration and choose a username or alias that may represent your identity on Cloud Parade.

Depending on which services you choose to use, Cloud Parade may require additional information, such as a shop name, billing information (including billing address, phone number, credit card information), a mobile telephone number, a physical mailing address, and/or payment information. As a shop owner if you choose to enable direct checkout, Cloud Parade may require information such as your social security number or tax ID, date of birth, bank account information and/or credit card information in order to verify your identity and provide this service to you.

You may optionally choose to provide your full name and other personal information (such as birthday, gender, location) to be publicly displayed in connection to your account and activity.

Your username, name, email, zipcode, Cloud Parade ID or alias is publicly displayed and connected to your Cloud Parade activity.

Cloud Parade automatically receives and records some information from your browser when you visit the site, such as your IP address, cookies and data about which pages you visit on the site through the use of log files provided by our third-party tracking-utility partners. This information helps us analyze and understand how the site works for members and visitors.

Some members or visitors may connect to or register a Cloud Parade account using an external third-party application, such as Facebook. Cloud Parade may receive some data from those connected third-party applications. Connecting your Cloud Parade account to third-party applications or services is optional, and when you connect your account to an external app, you will be given the opportunity to grant permission. You can revoke your permission under HYPERLINK "https://www.etsy.com/your/account" your Cloud Parade account settings.

Cloud Parade uses the information described in this policy to provide and improve our services and products, for billing, for identification and authentication purposes, to contact members or interested parties, and for general research and aggregate reporting.

Cloud Parade’s HYPERLINK "http://www.etsy.com/policy/terms" Terms of Use require all account owners to be at least 18 years of age (or have the permission and supervision of a responsible parent or legal guardian), therefore, this policy does not discuss use of our site or services by minors.

49. Choice & Control

We know members of our community value having control over their own information, and therefore Cloud Parade gives you the choice of providing, editing or removing certain information, as well as choice over how we contact you.

You may change or correct your Cloud Parade account information (except your username) at any time. You may remove certain optional information you no longer wish to be publicly visible, such as your full name.

For various reasons, Cloud Parade may contact you about our services or your activity. Some of these messages are required, service-related messages for members. Other messages are not required, and you can control which optional messages you choose to receive by changing your settings in your account.

If you no longer wish to use Cloud Parade’s services or receive service-related messages, then you may close your account.

50.Messages from Cloud Parade:

Some messages from Cloud Parade are service-related and required for members. Examples of service-related messages include, but are not limited to: a welcome/confirmation email when you register your account, notification of an order, or correspondence with Cloud Parade’s support team. These messages are not promotional in nature. You may not opt-out of receiving service-related messages from Cloud Parade, unless you close your account.

As a member, Cloud Parade may also send you messages related to certain features on the site or your activity. Cloud Parade may also send you news or updates about changes to our site or services. By default, members will receive these messages via email, but you may choose to opt-out of getting certain emails under your account settings.

Cloud Parade offers optional email newsletters. You must opt-in or subscribe to begin receiving newsletters, and subscription is available to both members and non-members. Members may subscribe or unsubscribe from optional newsletters under your account settings or by following the instructions contained in the newsletter emails. Non-members may subscribe by providing an email address, which will only be used by Cloud Parade for these newsletters. Non-members may unsubscribe from newsletters by following the instructions contained in the newsletter emails.

51. Community

Cloud Parade is both a marketplace, a community, and a place to design. We offer several features that allow members to connect and communicate in public or semi-public spaces. Please use common sense and good judgment when posting in these community spaces or sharing your personal information with others on Cloud Parade. Be aware that any personal information you submit there can be read, collected, or used by others, or could be used to send you unsolicited messages. Cloud Parade generally does not remove content from community spaces, and your posts may remain public after your account is closed. You are responsible for the personal information you choose to post in community spaces on Cloud Parade.

52. Information Sharing & Disclosure

We want to respect your privacy. Cloud Parade will not sell or disclose your name, email address or other personal information to third parties without your explicit consent, except as specified in this policy.

Cloud Parade limits access to your personal information to employees who we believe reasonably need to come into contact with that information to provide products or services to you or in order to do their jobs.

As part of the buying and selling process, Cloud Parade will share information between the two members involved in the transaction. You may obtain another Cloud Parade member's email address, shipping address, payment information, and/or other information. As described in Cloud Parade's Terms of Use, you have a limited license to use this information only for Cloud Parade-related communications or for Cloud Parade-facilitated transactions. Cloud Parade has not granted you a license to use the information for unsolicited commercial messages. Without express consent from that person, you must not add any Cloud Parade member to your email or physical mailing list.

Cloud Parade may release your personal information to a third-party in order comply with a subpoena or other similar legal procedure, or when we believe in good faith that such disclosure is necessary to comply with the law; prevent imminent physical harm or financial loss; or investigate or take action regarding illegal activities, suspected fraud, or violations of Cloud Parade’s Terms of Use. We may disclose personally identifiable information to parties in compliance with our Copyright and Intellectual Property Policy, as we in our sole discretion believe necessary or appropriate in connection with an investigation of fraud, intellectual property infringement, piracy, or other unlawful activity. In such events, Cloud Parade may disclose name, address, country, phone number, email address and company name.

Cloud Parade is affiliated with a variety of businesses and works closely with them. These businesses may offer promotions or sell items or services to you through Cloud Parade’s services. Cloud Parade may also provide services or sell products jointly with affiliated businesses. Due to the nature of our business model, when an affiliated business is associated with your transaction, we may share information that is related to such transaction with that affiliated business. Cloud Parade may share aggregated demographic information with business partners.

Cloud Parade employs other companies and people to perform tasks on our behalf, and we need to share your information with them to provide products and services to you. Examples include but are not limited to fulfilling orders, processing payments, handling billing disputes and collections, analyzing data, providing marketing assistance and providing customer service. Cloud Parade may partner with third-party services for fraud prevention and/or identity verification.

In some cases, Cloud Parade may choose to buy or sell assets. In these types of transactions, member information is typically one of the business assets that is transferred. Cloud Parade will transfer information about you if Cloud Parade is acquired by or merged with another company. In this event, Cloud Parade will notify you by email or by putting a prominent notice on the site before information about you is transferred and becomes subject to a different privacy policy.

When you a load a page on Cloud Parade that has a social plug-in from a third-party site or service, such as a Like or Send button, you are also loading content from that third-party site. That site may request cookies directly from your browser. These interactions are subject to the privacy policy of the third-party site.

We can only speak for ourselves; this policy does not apply to the practices of third parties that Cloud Parade does not own or control, or individuals that Cloud Parade does not employ or manage. If you provide your information to others on Cloud Parade or throughout the Internet, different rules may apply to the use or disclosure of the information you provide to them. Cloud Parade does not control the privacy policies of third parties, and you are subject to the privacy policies of those third parties where applicable. Cloud Parade is not responsible for the privacy or security practices of other websites on the Internet, even those linked to or from the Cloud Parade site. We encourage you to ask questions before you disclose your personal information to others.

53. Cookies & Tracking Technologies

Cloud Parade uses a variety of technologies to help us better understand how people use our site and services.

A cookie is a small data file sent from a web site to your browser that is stored on your computer's hard drive. Cloud Parade uses our own cookies for a number of purposes, including to access your information when you sign in; keep track of preferences you specify; display the most appropriate content based on your interests and activity on Cloud Parade; estimate and report Cloud Parade's total audience size and traffic; conduct research to improve our content and services. You can configure your browser's settings to reflect your preference to accept or reject cookies. If you reject all cookies, you will not be able to take full advantage of Cloud Parade's services.

Etsy may partner with third-party services who may use various tracking technologies, such as browser cookies or Flash cookies, to provide certain services or features. These technologies allow a partner to recognize your computer each time you visit Cloud Parade, but do not allow access to personally identifiable information from Cloud Parade. Cloud Parade does not have access or control over these third-party technologies, and they are not covered by our privacy statement.

54. Security

The security of your personal information is important to us. Your Cloud Parade account information is protected by a password. It is important that you protect against unauthorized access of your account and information by choosing your password carefully, and keeping your password and computer secure by signing out after using our services. Cloud Parade encrypts sensitive information (such as credit card number) using secure socket layer technology (SSL). Cloud Parade follows generally accepted industry standards to protect the personal information submitted to us, both during transmission and once Cloud Parade receives it. No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.

55. Data Retention

Cloud Parade will retain your information for as long as your account is active or as needed to provide you services. If you no longer want Cloud Parade to use your information to provide you services, you may close your account. Cloud Parade will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

56. Privacy Policy Changes

Cloud Parade reserves the right to modify this privacy statement at any time, so please review it periodically. We’ll communicate changes by posting a notice on the site. If we make material changes to this policy you will be notified here, by email, or other places Cloud Parade deems appropriate.

57. Contact Cloud Parade

If you have questions or suggestions you can contact Cloud Parade’s support team by sending an email to HYPERLINK "mailto:legal@yourCloudParade.com" legal@yourCloudParade.com

Fees Policy

Listing fees

There are no listing fees on Cloud parade. You can add items at your leisure :)

Transaction fee

When you make a sale on Cloud Parade, you will be charged a transaction fee of 10% of the item price. This percentage covers all credit card fees and other processing fees. It does not cover shipping. The buyer is responsible for shipping costs.

Advertising fees

Cloud Parade offers advertising opportunities. email us at Advertise@yourcloudparade.com for more info.

Currency conversion

All fees on Cloud Parade are in US Dollars. Currency conversion is handled automatically by our payment processing service.

Effective Date: August 1, 2012

Cloud Parade reserves the right to alter these policies at any time.

Copyright and Intellectual Property Policy

Cloud Parade, Inc. ("Cloud Parade”) has adopted the following general policy toward copyright and intellectual property infringement in accordance with general U.S. intellectual property laws and the Digital Millennium Copyright Act ( HYPERLINK "http://lcweb.loc.gov/copyright/legislation/dmca.pdf" http://lcweb.loc.gov/copyright/legislation/dmca.pdf). Cloud Parade will respond to notices of this form from jurisdictions other than the U.S. as well. The address of Cloud Parade's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

Cloud Parade may act expeditiously to respond to a proper notice by (1) removing or disabling access to material claimed to be subject of infringing activity; and (2) removing and discontinuing service to repeat offenders. If Cloud Parade removes or disables access in response to such a notice, Cloud Parade will make a good-faith attempt to contact the allegedly infringing party ("Member") so that they may make a counter notification.

A. Procedure for Reporting Copyright or Intellectual Property Infringements:

If you materially misrepresent that a product or activity is infringing your intellectual property, you may be liable for damages (including costs and attorneys' fees). Therefore, if you are not sure whether the material infringes upon your intellectual property, please contact an attorney before contacting Cloud Parade.

If you believe that material residing on or accessible through the Cloud Parade web site or service infringes a copyright or other intellectual property right, to provide Cloud Parade of notice of such infringement, you must send a written notice of the infringement to the Designated Agent listed below. Please specify the type of infringement at issue and the notice must include the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or intellectual property right that has been allegedly infringed upon (by fax or regular mail – not by email, except by prior agreement);

Identification in sufficient detail of the material being infringed upon (for an allegation of a patent infringement, please provide a patent number);

Identification of the material that is claimed to be infringing upon the intellectual property. Include information regarding the location of the infringing material with sufficient detail so that Cloud Parade is capable of finding and verifying its existence (for listings, please provide item numbers);

Contact information about the notifier including the name of the intellectual property owner, the name and title of the person contacting Cloud Parade on the owner's behalf, the address, telephone number and, if available, e-mail address;

A statement that the notifier has a good faith belief that the material is not authorized by the intellectual property or copyright owner, its agent, or the law; and

A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the intellectual property or copyright owner.

When removing material from the site, Cloud Parade will make reasonable attempts to inform the Member of the removal, the reason for the removal, and may provide the Member with a copy of the notice and the notifying party’s contact information.

B. Removal of Allegedly Infringing Material

Once Proper Bona Fide Infringement Notification is received by the Designated Agent, Cloud Parade may remove or disable access to the material infringing upon the intellectual property. If Cloud Parade removes or disables access to content in response to an infringement notice, Cloud Parade will make reasonable attempts to notify the Member that Cloud Parade has removed or disabled access to the material. Repeat offenders will have all material removed from the system and Cloud Parade will terminate such Members’ access to the service.

C. Procedure to Supply a Copyright Counter-Notice to the Designated Agent:

If you materially misrepresent that a product or activity is not infringing upon the intellectual property, you may be liable for damages (including costs and attorneys’ fees). Therefore, if you are not sure whether or not the material infringes on the intellectual property, please contact an attorney before contacting Cloud Parade.

If a Member believes that their material that was removed or to which access was disabled is not infringing upon a copyright, you must send a counter-notice, pursuant to 512(g)(2) and (3) of the Digital Millennium Copyright Act. Please do not re-list or reactivate the material yourself. The counter-notice must contain the following information to the Designated Agent listed below.

Your physical or electronic signature (by fax or regular mail – not by email, except by prior agreement);

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

A statement, under penalty of perjury, that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material;

Your name, address, telephone number, and, if available, e-mail address and a statement that you consent to the jurisdiction of the Federal Court for the judicial district in which the Member’s address is located, or if your address is located outside the United States, for any judicial district in which Cloud Parade is located, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

If a counter-notice is received by the Designated Agent, Cloud Parade may send a copy of the counter-notice to the original complaining party informing that person that Cloud Parade may replace the removed material or cease disabling it in 10 business days. Unless the copyright or intellectual property owner files an action seeking a court order against the Member, the removed material may be replaced or access to it restored in 10 to 14 business days after receipt of the counter-notice, at Cloud Parade’s discretion.

Please contact Cloud Parade’s Designated Agent to submit Notifications of Claimed Infringement and Copyright Counter-Notices at the following address:

Designated Agent to Receive Notification of Claimed Infringement:

Cloud Parade, Inc.

Mail Stop:

CLOUD PARADE, Mind Law Firm

36 Executive Park, Suite 110,

Irvine, California 92614

E-mail: HYPERLINK legal@Cloud Parade.com

Cloud Parade's Trademark Guidelines

We here at Cloud Parade™ support and encourage ideas, services, and tools that use and supplement the Cloud Parade services; however, we are also serious about protecting our reputation and brand identity. To help us achieve this goal, we have created these guidelines to help Cloud Parade members, Cloud Parade Teams, and others refer to us or our services without compromising the strength of our trademarks or our brand identity. In other words, these guidelines only concern the use of Cloud Parade’s intellectual property (for example, the use of the term “Cloud Parade”). For issues regarding any intellectual property which is not exclusively owned by Cloud Parade, Inc. please refer to Cloud Parade’s Copyright and Intellectual Property Policy.

58. Trademark Basics

A trademark is a word, name, symbol or device (or a combination thereof) that identifies the goods or services of a person or company and distinguishes them from the goods and services of others. The term “Cloud Parade” and other Cloud Parade graphics, logos, designs, page headers, button icons, scripts, and service names (together, the “Cloud Parade Marks”) are registered trademarks, trademarks or trade dress of Cloud Parade, Inc. in the U.S. and/or other countries.

Why must Cloud Parade Protect the Cloud Parade Marks? Cloud Parade must be to able assure Internet users and others that only the services offered, sponsored, or endorsed by Cloud Parade actually bear the Cloud Parade Marks. Trademark law requires that we not only protect against improper use of the Cloud Parade Marks, but also protect against the use of confusingly similar marks.

59. Using the Cloud Parade Marks

In order for you to help us protect the Cloud Parade Marks, we ask the following:

DO:

Do make fair use of Cloud Parade’s Marks. Cloud Parade supports free speech and you do not need permission to make legitimate commentary about Cloud Parade, the company, or Cloud Parade’s services.

Do distinguish the Cloud Parade Marks from surrounding text by, for example, capitalizing the first letter of each word of the Cloud Parade Marks.

Do spell the Cloud Parade Marks properly.

DO NOT:

Do not say things about Cloud Parade you know are not true.

Do not incorporate the Cloud Parade Marks or a confusingly similar mark into, for example, the name of your business, organization, non-profit organization, event, or trademark.

Do not remove, alter, distort or modify the Cloud Parade Marks, including adding other terms to the Cloud Parade Marks to create new words.

Do not use the Cloud Parade Marks or a confusingly similar mark in a way that falsely implies a relationship or affiliation with, sponsorship, or endorsement by Cloud Parade, Inc. or that can be reasonably interpreted to suggest information comes from, or represents the views or opinions of Cloud Parade, Inc. or a Cloud Parade employee.

Do not, without prior permission, use the Cloud Parade Marks in a product. HYPERLINK "http://www.etsy.com/help/article/484" Click here for information about applying for a license to use a Cloud Parade Mark in connection with a product.

Do not use any trademarks, service marks, trade dress, designs or logos that are confusingly similar to the Cloud Parade Marks or the look and feel of the Cloud Parade website.

Do not use the Cloud Parade Marks in any way or on any website that contains or promotes adult content, gambling, or otherwise violates applicable law or regulation.

Do not use the Cloud Parade Marks in a manner that is in Cloud Parade’s sole opinion misleading, unfair, defamatory, infringing, libelous, disparaging, tarnishing, obscene or otherwise objectionable to Cloud Parade.

Cloud Parade reserves the right to alter these policies at any time.

60. Direct Checkout Terms of Use

1. Overview

a. This Cloud Parade Direct Checkout User Agreement (“Agreement”) is a legal agreement between Cloud Parade, Inc. (“Cloud Parade,” “we,” “our,” “us,” or “the Site”) and, you, a Seller on Cloud Parade (“Seller,” “Sellers,” “you,” or “user”). In order to sell items on Cloud Parade, Sellers must register with the Site and create a Seller Shop Account (“Shop Account”), and must use Cloud Parade’s direct checkout service (“Direct Checkout”). Direct Checkout allows Cloud Parade to accept authorized credit card transactions from Buyers (“Payment Transactions”) for purchases made through Seller’s shop, have those funds credited to Seller’s Shop account, less the appropriate percentage amount to be retained by Cloud Parade based on Cloud Parade’s Fees Policy, with those funds subsequently being paid out to Seller. Currently, when registering with the Site, Seller must provide a name and mailing address (“Seller Information”), which Cloud Parade will use to cut and mail checks to Seller for funds earned. However, in the future, Cloud Parade may instead require Seller to provide certain bank checking account (“Bank Checking Account”) information as part of the Seller Information for ACH transfer purposes, whereby fund earned by Seller will be directly deposited into Seller’s designated Bank Checking Account at the appropriate times set herein. The person purchasing from a Seller (“Buyer” or “Buyers”) may authorize a Payment Transaction with any major credit card accepted by Cloud Parade.

b. Cloud Parade helps facilitate marketplace transactions and is not the purchaser of the Seller's goods.

c. Direct Checkout is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance.

d. Direct Checkout is only available to Sellers who register (“Registered Seller”) and are approved for a Shop Account. Sellers must be at least 18 years old to register for a Shop Account.

e. Direct Checkout functionality may be made available, modified, or discontinued by us at any time without notice and is subject to the limitations

As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers and Registered Sellers relating to the value of any transaction, deposit, or adjustment, the cumulative value of all transactions, deposits, or adjustments during a period of time, or the number of transactions per day or other period of time in accordance with Section 4d of this agreement. We will not be liable to Registered Seller: (i) if we do not proceed with a transaction, deposit, or adjustment that would exceed any limit established by us, or (ii) if we permit a Buyer to withdraw from a transaction.

g. We may refuse service to anyone, for any reason, at any time.

2. Payment Transactions

a. Buyer may authorize a Payment Transaction with any major credit card accepted by Cloud Parade.

b. By registering for Direct Checkout, Seller agrees always to comply with and to sell items in accordance with the Cloud ParadeTerms of Use.

c. The use of Direct Checkout must be solely for the sale of items listed on Cloud Parade. Registered Seller agrees to ship sold item(s) once the Payment Transaction is complete and reflected in the Shop Account. Cloud Parade reserves the right to terminate Registered Seller’s access to Direct Checkout if Seller is determined to be using Direct Checkout for transfer of funds not related to the sale of items listed on Cloud Parade.

d. Cloud Parade reserves the right to decline Payment Transactions that we have reason to believe to be high risk, fraudulent, or in violation of this Agreement.

e. Cloud Parade does not take the risk of credit card fraud, Cloud Parade will not be liable.

f. Cloud Parade maintains records associated with Payment Transactions and does not pass any secure data, including credit card numbers, to Registered Seller. Registered Seller will receive shipping information and limited Buyer account information as needed to complete the order.

3. Shop Account

a. Direct Checkout is only available to Sellers who register and are approved for a Shop Account. A Shop Account allows Registered Sellers to track payment amounts, refunds, and fees related to Payment Transactions. Sellers must provide personal information as requested during registration, must provide us true and accurate information, and must maintain and update that information as applicable. Sellers will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes us, and authorized agents, to verify his or her information (including any updated information) by accessing public records and to obtain credit reports about Seller in order to approve Seller for use of the Shop Account. Registered Seller also authorizes us to verify his or her information from time to time while Registered Seller is using Direct Checkout. The Shop Account is available only to individuals who meet the terms of eligibility for the Cloud Parade selling community and who have been issued a credit card acceptable by Cloud Parade.

b. Cloud Parade reserves the right to conduct periodic reviews of Registered Seller’s registration information and usage of Direct Checkout.

c. Registered Seller will resolve any dispute directly with Buyer or with the assistance of the dispute management and refund tools available on Cloud Parade, and according to the guidelines outlined in Cloud Parade’s DOs and DONTs. In the event of a dispute being escalated to Cloud Parade’s customer support team, Cloud Parade reserves the right to issue a refund to Buyer if transaction is found to be in violation of the Cloud Parade Terms of Use or DOs and DONTs. In the event of chargebacks submitted by Buyer, Cloud Parade will respond to credit card networks on behalf of Registered Seller; Registered Seller agrees to provide any requested information to us within five calendar days of the request. Cloud Parade reserves the right to recoup funds associated with Buyer chargebacks in accordance with Section 5 of this Agreement.

d. We will inform Registered Sellers of each Payment Transaction, or of other information pertaining to Direct Checkout, using our standard communication procedures, including email or other messaging services associated with Registered Seller’s account.

e. Registered Sellers can access Payment Transaction information online in the Shop Account. Registered Sellers may access the Shop Account only with a browser that is compatible with Direct Checkout, including any security features that are a part of Direct Checkout.

f. Sellers may provide refunds or adjustments to Buyers for their Payment Transactions made on Cloud Parade using refund functionality enabled by Cloud Parade and accessible through the Shop Account. Funds to cover refunds will be deducted from Seller’s Shop Account balance. In the event of insufficient funds to cover the amount of the refund, Seller’s credit card on file will be charged or seller will be invoiced for total amount due to Cloud Parade.

g. Fully refunded Payment Transactions may be eligible for cancellation in accordance with Transaction Guidelines outlined in the DOs and DONTs.

h. Cloud Parade charges an applicable fee (“Payment Processing Fee”) for processing each Payment Transaction. The fee amount will be assessed on the gross order amount, including shipping and tax (if applicable). The fee will be posted to the Shop Account and will be deducted from the total amount of the Payment Transaction at the time the payment is considered complete. We reserve the right to modify the Payment Processing Fee at any time pursuant to our Fees Policy. Any other fees included in Fees Policy remain applicable. In the event of any partial or full refunds credited back to Buyer in association with a Payment Transaction, the Payment Processing Fee and other applicable fees will be recalculated based on the adjusted sale price. The difference between the original Payment Processing Fee and the adjusted Payment Processing Fee will be applied to the refund amount being credited back to Buyer. Other applicable fees will be refunded on Registered Seller’s bill.

4. Seller Payments

a. All funds resulting from a completed Payment Transaction – less the appropriate percentage amount to be retained by Cloud Parade based on Cloud Parade’s Fees Policy – will be reflected as a balance Any refunds, adjustments, or other amounts paid to Buyers in connection with purchases, or for funds received since the last Payment Day. These are also applied to Registered Seller’s Shop Account balance.

Funds owed to Seller from a completed Payment Transaction shall be paid out to Seller based on the following Payment Schedule:

For any Payment Transactions that are completed during the 1st through the 15th of a given calendar month, Cloud Parade shall send the earned funds to Seller on the 1st business day of the following calendar month. Example: funds earned from a Payment Transaction completed on March 4th would be sent to Seller on the 1st business day in April.

For any Payment Transactions that are completed during the 16th through the 31st of a given calendar month, Cloud Parade shall send the earned funds to Seller on the 1st business day of the month following the first full calendar month after the completed Payment Transaction. Example: funds earned from a Payment Transaction completed on March 20th would be sent to Seller on the 1st business day in May.

b. Funds can only be sent to addresses in the United States.

c. Should Seller change his or her Seller Information at any point during the 16th through the 31st of a given month, and there are pending funds to be paid to the Seller in accordance with Section 4(a) above, Cloud Parade shall have the sole discretion to re-schedule the payment of said funds to the 1st business day of the month following the first full calendar month after the Seller Information was changed.

d. If Cloud Parade reasonably concludes based on information available to us that Registered Seller's actions and/or performance in connection with Shop Checkout may result in Buyer disputes, chargebacks, or other claims, then we may, in our sole discretion, put into effect a hold, deposit delay, or reserve associated with Registered Seller’s Shop Account balance. A hold may be put on funds associated with a particular Payment Transaction in the event of disputes or investigations associated with the order for the shorter of: (a) 180 days after the estimated delivery date; or (b) completion of any investigation(s) regarding any Registered Seller actions and/or performance in connection with the Payment Transaction. Deposit delays are defined as the number of days between a sale and the day the net amount from the sale becomes available for deposit, provided the payment has been completed as defined in Section 4a. A deposit delay may be between 0 and 180 days. A deposit delay is applied across all Payment Transactions for Registered Seller and the number of days is reflected in each Registered Seller’s Shop Account. A reserve is defined as a fixed percentage of Registered Seller’s Shop Account balance delayed prior to being included as part of Seller’s Available Balance for a period of up to 180 days. All holds, deposit delays, and reserves will be communicated to Registered Seller by email or a notice on the Site. We will not be liable to Registered Seller if we act in accordance with the provisions of this Section.

e. In the event funds cannot be delivered to Seller, based on the Seller Information, the funds will be reflected back in Registered Seller’s Shop Account balance. Registered Seller will be required to update his or her Seller Information.

Recoupment

Reimbursements are handled manually through Cloud Parade.

6. Reporting obligations

a. Beginning with the 2011 tax year, new Internal Revenue Service (“IRS”) regulations require that U.S. third-party settlement organizations and payment processors, including Cloud Parade, file Form 1099-K to report unadjusted annual gross sales information for sellers that meet both of the following thresholds in a calendar year (reporting):

1. More than $20,000 in gross sales, and

2. More than 200 transactions.

As a result of these regulations, Registered Sellers who approach 50 (fifty) transactions in a calendar year, regardless of sales volume and aggregated across his or her Shops, will be required by Cloud Parade to provide taxpayer-identification information and will be notified via email and through other communication channels available on Cloud Parade.

7. Miscellaneous

a. All notices will be sent by Cloud Parade’s e-mail service or will be posted on the Site or by any other means then specified by Cloud Parade. We will send notices to Registered Seller at the e-mail address maintained in Cloud Parade’s records for Registered Seller. Registered Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us and otherwise agrees to the notification clause in the Cloud Parade Terms of Use. Registered Seller will send notices to us using the functionality for contacting Cloud Parade provided in our Help Section.

b. We may earn interest or other compensation from the balances in our bank accounts that result from the timing difference between our being paid by Buyers and our bank account being debited to pay Shop Account Available Balances to Registered Sellers.

c. Registered Seller may terminate acceptance of credit card payments through Direct Checkout at any time by adjusting his or her Shop Settings and we may terminate Registered Seller’s use of Direct Checkout without notice to Seller. Upon termination, any non-disputed available balance will be deposited into a Registered Seller’s Bank Checking Account and Seller will still have access to his or her Shop Account. We reserve the right, upon termination of access to Direct Checkout, to set off against any payments to be made to Registered Seller, an amount determined by us to be adequate to cover any anticipated chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with purchases from Registered Seller's Shop Account for a prospective 180-day period. At the end of such 180-day period following termination, we will disburse to Registered Seller any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Buyers, or seek reimbursement from Registered Seller via any of the means authorized in Section 5 above for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Buyers, as applicable. Refer to the

Cloud Parade Terms of Use for information regarding termination of Seller’s account.