User Agreement

GENERAL TERMS AND CONDITIONS OF PAGEBID

By continuing to use PageBid you are agreeing to these Terms and Conditions. If you have any questions about these Terms and Conditions, or about our company or Features, please contact us by sending an email to info@pagebid.com.

We reserve the right from time to time to amend the provisions of this Agreement and our Policies. We will notify you of these amendments by posting them on our Web Site in the same location that the amended document then resides. Any such amendment is effective as soon as notice is given. In any event, it will be your responsibility to monitor our Web Site for notices of amendments that we may post from time to time.

PAGEBID GENERAL TERMS AND CONDITIONS This Agreement provides the general terms and conditions (the "General Terms and Conditions") applicable to all Features (the "Features") offered by PageBid to you through its Web site located at http://www.PageBid.com (the "Site"). THESE GENERAL TERMS AND CONDITIONS ARE SUPPLEMENTED BY AND SHOULD BE READ IN CONJUNCTION WITH THE SPECIFIC TERMS AND CONDITIONS APPLICABLE TO THE VARIOUS PAGEBID FEATURES. By using any feature, you agree to these General Terms and Conditions as well as the specific terms and conditions applicable to the PageBid feature(s) you are using. The term "Agreement" means these General Terms and Conditions plus all other applicable PageBid terms and conditions. PageBid reserves the right in its sole discretion and without notice to amend or modify any of its terms and conditions under which any Feature is being offered to you.

1. USE LIMITATION Features are intended for your business use only. Access to and use of any Feature is through a combination of a User Name and Password. You may not access any Feature using the name or password of any other party. Unauthorized access to any Feature, or to the telecommunications or computer facilities used to deliver such Feature, is a material breach of this Agreement and may be a violation of law. You assume all responsibility for any claim, demand or damage resulting from another party obtaining your password. You shall not attempt to modify, decompile, reverse engineer or otherwise attempt to gain access to any technology or source code underlying any Feature. By using any Feature you represent and warrant that you are (a) authorized to form legally binding contracts under applicable law and that the information you provide is accurate, current and complete and (b) not a minor. You may not use this Site or any Feature if you live in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens. These countries include, without limitation, Cuba, Iran, Iraq, Libya, North Korea, Serbia, Syria and Sudan. We reserve the right at our sole discretion to refuse any Feature to anyone at any time.

2. CONTENT We also reserve the right to restrict your access to parts or all of the Site or any Feature without notice or liability. You understand that all information you provide will be maintained by PageBid as confidential according to the terms of our standard Privacy Policy, as published on the Site. Solely to enable us to use the information you supply us with so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, irrevocable, sublicenseable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in information provided by you in connection with the use of any Feature and during the term of your use of any Feature. Nothing in this Agreement shall be construed to constitute a sale or other transfer of title of your trademarks or copyrights to PageBid. You understand that you are solely responsible for providing accurate and complete information and that, failure to do so, may result in actions taken against you for misrepresentation or fraud by PageBid or other users. Further, you may be rated from time to time by other users of the Features, and these ratings may be made publicly available by PageBid.

3. RELEASE AND INDEMNIFICATION PageBid is merely a venue for you to participate in the use of the Features. PageBid does not guarantee the quality, condition, or ownership of the Features or products advertised for sale on its Site and does not guarantee the accuracy of the information provided in the description of the Features and products advertised for sale on its Site. You are encouraged to perform your own review of the quality, condition and ownership of the Features and products advertised for sale. PageBid does not guarantee any individual user's ability to complete transactions using the Features and makes no representation regarding the identity, creditworthiness, or quality of performance of any user. You may wish to consider using a third party escrow Feature or Features that provide additional user verification. In the event that you have a dispute with another user, you hereby release PageBid, its subsidiaries, affiliates, directors, officers, employees and agents from and against 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. If you are a California resident, you waive California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You agree to indemnify and hold us and our 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 incorporated by reference, or your violation of any law or the rights of a third party. We do not control the information provided by other users which is made available through our Site. You may find other user's information to be offensive, harmful, inaccurate or deceptive. Please use caution, common sense, and practice safe trading when using our Site. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretence.

4. MODIFICATION TO SITE PageBid reserves the right, for any reason, in its sole discretion, to terminate, change or suspend any aspect of any Feature or the Site, including, but not limited to, content, Features or hours of availability. PageBid may impose limits on certain Features of any Feature or the Site or restrict your access to part or all of any Feature or the Site without notice or liability.

5. USER CONDUCT AND BEHAVIOR When you use any Features or the Site, you represent, warrant and agree that you will not: (A) falsify or misrepresent any personal or business information regarding your identity or intentions with respect to any matter; (B) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that PageBid, in its sole discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect to race or gender, or is otherwise disagreeable; (C) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that contains a virus, Trojan horse, worms, time bombs, cancelbots, or any other harmful software code or programming routine that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (D) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that is unlawful, fraudulent, or otherwise disagreeable, including without limitation, any information, communication or transmission that constitutes or supports the commission of any illegal activity or any violation of local, state, national or foreign law, statute, ordinance or regulation (including without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (E) post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that viotemplates any copyright, trademark or any other proprietary intellectual property rights of others, unless you have obtained permission from such owner and such action would not violate any of the above rights in such property; (F) post, publish, transmit, distribute, or upload through or link directly or indirectly any information to the Site any bulk e-mail solicitations, chain letters, solicitations, advertisements, pyramid schemes or any other unsolicited communication, including without limitation, spamming PageBid's users; (G) use, reproduce, distribute, publish or communicate any information obtained from the Site, including any auction listing, for any commercial reason, unless such activity has been expressly approved in writing by PageBid; or (H) create liability for PageBid or cause PageBid to lose (in whole or in part) the Features of PageBid's ISPs or other suppliers. PageBid reserves the right, in its sole discretion, to amend, edit, remove or otherwise block any material posted by you which may violate any state, federal or local law or violate any aspect of this Agreement, or which PageBid, in its sole discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect to race or gender, or otherwise disagreeable. However, PageBid does not assume responsibility for reviewing or verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by you or any other user as a result of relying on any material, content and information posted on the Site.

6. INTERRUPTION OF SERVICE You understand that PageBid shall take commercially reasonable efforts to make its Site and Service available. However, PageBid is not responsible for any damages or losses related to any system errors or interruptions affecting its Site or any Feature and the processing of any transaction related to any Feature. You understand that the Site or Feature may be unavailable unexpectedly as a result of circumstances beyond PageBid's control.

7. FEES AND FINANCIAL OBLIGATIONS You agree to incur and pay the fees and accept the payment policies for each Feature in which you are registered. A monthly finance charge of 1.5% (with a minimum of $0.50) or the highest amount permitted by applicable law - whichever is lower - is charged if your account becomes past due. You also agree to pay all reasonable collection costs, including attorneys' fees. Your account may be suspended for non-payment or exceeding approved credit limits. A Feature charge of $25.00 will be charged for all returned checks.

8. RECORDKEEPING PageBid cannot guarantee the preservation or maintenance of records relating to historical transactions related to any of its Features, including but not limited to auction transactions or quoting activity, and encourages you to keep records and an accounting of all activity conducted through the Site.

9. DISPUTES AMONG SUBSCRIBERS. We do not become involved in user-to-user dealings or disputes arising therefrom. Accordingly, you release us and our agents and employees from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected with your dealings and disputes with one or more other Subscribers.

10. TAXES You acknowledge and agree that PageBid does not have any responsibility to report, calculate, determine or anticipate the payment of any taxes which may be assessed or owed by you in connection with the use of the Site or any Feature. You understand and agree that you are solely responsible for the calculation and payment of any taxes which may be incurred as a result of using the Site and Features unless otherwise indicated in the specific terms and conditions applicable to the various PageBid Features.

11. NO AGENCY The relationship between you and PageBid is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of this Agreement or the use of the Site by you.

12. TERMINATION The terms and conditions of this Agreement constitute a binding agreement between PageBid and you until terminated by you or PageBid. PageBid may at any time, in its sole discretion, terminate your user account and access to the Site and any Feature. You may discontinue your use of the Site and any Feature at any time and notify PageBid of termination of your status as a registered user.

13. PUBLICITY You shall not issue any press release or any other public statement regarding the subject matter herein or in any other PageBid terms and conditions without the prior written consent of PageBid. Your failure to obtain the written consent of PageBid prior to issuing a press release or any other public statement shall be grounds for prohibiting your access to any Feature and other areas of the Site. You acknowledge that PageBid may also seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

14. DISCLAIMER OF WARRANTIES PAGEBID PROVIDES THE SITE AND FEATURES "AS IS" AND DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT IN CONNECTION WITH ANY ITEM LISTED, PURCHASED OR SOLD THROUGH ITS SITE AND ANY FEATURE. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A USER, WHETHER ORALLY OR IN WRITING, FROM PAGEBID SHALL CREATE ANY IMPLIED WARRANTY. USERS ARE INSTRUCTED TO USE THE SITE AND ALL FEATURES AT THEIR OWN RISK. PageBid does not and cannot control the flow of data to or from its Site and other portions of the Internet. At times, your connection to the Internet may be impaired or disrupted. Although PageBid will use commercially reasonable efforts to avoid such an event, PageBid cannot guarantee that it will not occur and disclaims any and all liability resulting from or related to such an event.

15. LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL PAGEBID OR OUR SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, GOODWILL, OR ANTICIPATED OR LOST PROFITS) THAT RESULT FROM YOUR USE OF OR INABILITY TO USE OUR FEATURES. WE ARE NOT LIABLE FOR THE COST OR PROCUREMENT OF SUBSTITUTE FEATURES, TECHNOLOGY, OR DATA. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS WE RECEIVE FROM YOU DURING THE TWELVE MONTHS PRIOR TO THE OCCURRENCE OF THE FACTS GIVING RISE TO YOUR CLAIM. YOU ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT WE ARE GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL FEATURES OR SOFTWARE AVAILABLE FROM PAGEBID OR OUR AFFILIATES. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

16. ARBITRATION Any controversy or claim arising out of or relating to this Agreement or any Feature (other than disputes covered by Section 9 above) shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California, and the judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or PageBid may seek interim or preliminary relief from a court of competent jurisdiction in San Francisco, California necessary to protect the rights or property of you or PageBid pending the completion of arbitration.

17. Our right to use your information. To enable us to use your information or content on our Web Site and in connection with the delivery or promotion of our Features, you grant to us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right (including waiver of any applicable moral right) to exercise the copyright, trademark, and publicity rights you have in your information, in any media now known or not currently known, with respect to your information. We will use your information in accordance with our Privacy Policy, which is incorporated herein by reference.

18. MISCELLANEOUS This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes any and all prior agreements between PageBid and you. The failure to enforce any provision of this Agreement will not result in a waiver of any rights either party may have under this Agreement. If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible and the remainder of this Agreement shall continue in full force and effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. PageBid's failure to act with respect to a breach by you or other users does not waive PageBid's right to act with respect to subsequent or similar breaches. PageBid will not be liable for any delay or failure associated with the Site or Feature beyond its control or otherwise, including natural disasters, acts of government or war, etc. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof. You further agree to the exercise of personal jurisdiction in the State of California in connection with any dispute or claim involving PageBid. Notices under this Agreement shall be provided to Users via email to the email address provided by User on its registration form. Notices to PageBid should be delivered by email to PageBid at info@pagebid.com.