Auction Terms of Service

ARABHORSE.COM - TERMS OF SERVICE AGREEMENT

version 5.0, 10 December 2008

THIS AGREEMENT DESCRIBES THE TERMS ON WHICH BC21 INC.,DOING BUSINESS AS (DBA) - ARABHORSE.COM OFFERS YOU ACCESS TO ITS SERVICES.

This TERMS OF SERVICE AGREEMENT ("Agreement") is made between  BC21 Inc,  doing business as Arabhorse.com ("Company") and any person or you ("User, viewer, Seller"), who completes the registration process to use the Company's interactive online service ("Service") at http://www.arabhorse.com/ (the "Site")  Reference to the term Site includes the term Service. Reference to the term User includes the terms Bidder, Buyer or Seller (as defined below), as the context suggests. Company and User are collectively referred to as the "parties."  For and in consideration of the mutual covenants and the Service, the parties agree as follows:

By clicking the "register" button or accessing or using http://www.arabhorse.com/ or any part of the service, user expressly agrees to and consents to be bound by all of the terms of this agreement; and such act by user shall constitute an electronic signature as that term is used in the uniform electronic transactions act and, as applicable, the electronic signatures in global and national commerce act.  The parties expressly agree to enter into this agreement by electronic means.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE ANY PART OF THE SERVICE OR THIS WEBSITE. THIS WEBSITE IS PRIVATE PROPERTY AND WE ARE ONLY ALLOWING ACCESS TO THOSE USERS THAT AGREE TO OUR TERMS.

After registration, user's access and use of the services shall be deemed user's continued and conclusive acceptance of the agreement as it applies to user's use of the services and as they may be modified from time to time.

If you have any questions about this Agreement, please contact info@arabhorse.com.

SERVICE DESCRIPTION:
The Site is proprietary to Company and is protected by intellectual property laws and international intellectual property treaties.  User's access to the Site is licensed and not sold. Subject to the timely payment of all Fees, if applicable, and the terms and limitations set forth in this Agreement, Company will provide User with a personal, non-transferable and non-exclusive account to enable User access to the Site.  User also may be subject to additional terms and conditions that apply when User uses, or connects through links, affiliate services, third party content, software or other services accessible through Site.  Although Company may be referred to as an online auction web site, Company is not an "auctioneer".  The Service offered by Company on this Site is an information listing service to allow registered users to offer, sell, and buy horses, items, services, or stallion services in a format commonly referred to as an "online auction".  Company is not involved in the actual transaction between buyers and sellers; therefore, Company has no control over the quality, safety or legality of the listings, the truth or accuracy of the listings, the ability of sellers to sell the, items, horses or stallion services listed ("Horses," whether one or more.  The term "Horses" includes "stallion services" for purposes of this Agreement) or the ability of buyers to buy the Horses listed.  Company does not represent or ensure that a buyer or seller will actually complete a transaction or that a seller will deliver the Horses or items listed.  User assumes the full, absolute and complete risk of any action User takes or omits to take.  User is cautioned to beware.

MANIPULATION:
No User, whether a bidder, seller or mere viewer, may manipulate the price of any Horses or items; nor may such person interfere with any user's listing or bidding.

BREACH:
Arabhorse.com  may terminate your participation and any of your current bids and profile immediately if you breach this agreement or if we are unable to verify or authenticate any information you provide to us or believe that any of your activities may cause legal liability to Arabhorse.com

USER'S INFORMATION:

(i)     "User's Information" means any information User provides to Company or other users in the registration, bidding or listing process.  User is solely responsible for User's Information.

(ii)    Restrictions.  User's Information: (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen Horses; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography or be adult in nature or harmful to minors; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damages, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for Company or cause Company to lose (in whole or in part) the services of Company's ISP's or other suppliers; and (i) shall not link directly or indirectly to or include descriptions of goods or services that: (aa) are not contemplated or expressly allowed under this Agreement; (bb) are identical to other items User has listed but are priced lower than User's reserve or minimum bid amount; or (cc) are concurrently listed for sale on a web site other than Site.  User may not list any Horses on the Site (or consummate any transaction that was initiated using the Site) that, by paying to Company the listing fee or the final value fee, could cause Company to violate any applicable law, statute, ordinance or regulation.

(iii)   License.  Solely to enable Company to use the information User supplies Company with, so that Company is not violating any rights User might have in that information, User grants Company 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) User has in User's Information, in any media now known or not currently known, with respect to User's Information.

ACCESSIBILITY:
User acknowledges and agrees that from time to time the Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company; and User hereby releases and holds harmless Company from any interruption and inaccessibility to Site.

COPYRIGHT:
User will not use any robot, spider, other automatic device, or manual process to monitor or copy Company's web pages or the content contained on the Site without Company's prior, expressed written permission.  User agrees that User will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any auction being conducted on the Site.  User agrees that User will not take any action that imposes an unreasonable or disproportionately large load on Company's infrastructure.  Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to Company by Company's users or third parties.  User agrees that User will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for User's Information) from the Site without the prior expressed written permission of Company or the appropriate third party.

TERM & ACCESS:
This Agreement is effective upon User's acceptance as set forth herein and shall continue in full force until terminated.  Company reserves the right, in its sole discretion and without notice to User, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Site; (b) suspend User's access to or use of all or any portion of the Site and remove bids; and (c) terminate this Agreement.  Without limiting any other remedies, Company may suspend or terminate User's account if Company suspects that User (by conviction, settlement, insurance or escrow investigation, or otherwise) has engaged in fraudulent activity in connection with the Site.

CLOSING OF SALES:

1.        Notice of Bids.  After an Offering ends, the high Bidder ("Buyer") and Seller shall be notified by e-mail of the results of the Offering and shall complete the sale of the Horses OR Items through Paypal or direct payment to Seller.

2.        Transportation costs, import fees, legal expenses, and all other expenses for obtaining possession of and custody of items or Horses shall be the responsibility of Buyer.

3.        International Transactions.  Buyer and Seller shall comply with all applicable laws, rules, regulations and treaties regarding the export or import of Horse or semen.

4.        Immediately upon notification that it entered the high bid, Buyer shall deposit the purchase price and all other fees charged to Seller according to the agreement.

5.        Seller shall not send Bills of Sale, Registration Certificates, foal applications, sweepstakes certificates, copies of Coggins tests or any other documents to Buyer until payment has been made in full.

6.        Company assumes no responsibility for any payments made by Bidders. Company does not guarantee the validity, enforceability, payment or collection of any instrument received in payment of the purchase price of the Horses.

SECURITY:
User shall be solely responsible for the security, confidentiality and integrity of all messages and the content that User receives, transmits through or lists on the Site.  User shall be solely responsible for any authorized or unauthorized access to User's account by any person.  User shall bear all responsibility for the confidentiality of User's password and all use or charges incurred from use of the Site with User's password.

PRIVACY:
Company may edit or disclose User's name and address to other Users; and Company may disclose any personal information about User or User's account, including its contents or User's use of the Site, without User's prior consent if Company has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) protect and defend the rights or property of Company; (iii) enforce this Agreement; (iv) protect the interests of users of the Site other than User or any other person; or (v) operate or conduct maintenance and repair of Company's services or equipment, including the Site.  User has no expectation of privacy with respect to the Internet generally.  User's IP address is transmitted and recorded with each message User sends from the Site.  Company may provide certain information in aggregate form collected from and relating to User to third persons such as advertisers and sponsors.

PROHIBITED USES:
User is solely responsible for any and all acts and omissions that occur under User's account or password, and User agrees not to engage in unacceptable use of the Site, which includes, without limitation but by way of example, use of the Site to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Site or any other computer network; (g) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or (h) engage in any other activity deemed by the Company to be in conflict with the spirit or intent of this Agreement.  User may not use, nor allow any others to use Site, either directly or indirectly, to make, create, solicit, transmit, upload, or publish any comment, request, suggestion, proposal, image, data file, or other communication which: (i) is, or is likely to be perceived by an intended recipient or target to be, obscene, lewd, lascivious, filthy, or indecent, with intent to annoy, abuse, threaten, or harass another person; (ii) violates any rights of others, including but not limited to, infringement of any proprietary rights, copyrights, trademarks, patents, or trade secrets; (iii) libels, defames or slanders any person, or infringes upon any person's privacy rights; (iv) impersonates any person or entity, including without limitation Company personnel; or (v) attempts to solicit or collect any personal information whatsoever from a minor without appropriate prior verifiable parental consent.  User shall not (i) alter or permit a third party to alter any part of the Application Software or Site; (ii) resell access or use of Site or process or permit to be processed the data of any other party; (iii) use the Application Software or Site in the operation of a service bureau; (iv) disassemble, decompile, reverse engineer or otherwise attempt to derive source code from the Application Software or Site; (v) license, sell, transfer, or lease the Application Software; (vi) transmit to Site any computer virus, harmful component, or corrupted data or take any other action that adversely affects the performance or availability of Site for any Site user(s); or (vii) make any use of Site that violates any applicable local, state, national, international or foreign law.  User may not use Site to send unsolicited advertising or promotional materials (including, without limitation, "spam" or bulk e-mail and/or "chain"-type letters); or to facilitate or promote activities that constitute gambling. When selecting a "User Name" for an account, User may not select a name that is in use by another party.  Company also reserves the right to modify or cancel any "User Name" or "User ID", including those that it deems offensive, vulgar or obscene.

Nature of Communications:
Communications by or through Site can occur in real time and in some instances may be posted on message boards, bulletin boards, or contained within file libraries. User acknowledges that Company cannot, and does not intend to, screen any communication in advance for accuracy, completeness, or conformity with this Agreement or any applicable laws.  Accordingly, User acknowledges that neither Company, nor any of its affiliates, agents, content providers or service providers shall assume or have any liability whatsoever to User or any other party for any action or inaction by Company or any of its affiliates, agents, content providers or service providers with respect to communications made by or through Site.

USER REPRESENTATIONS:
User represents and warrants to Company that: (a) User is over the age of eighteen (18) and has the power and authority to enter into and perform User's obligations under this Agreement; (b) all information provided by User to Company is truthful, accurate and complete; (c) User is the authorized signatory of the credit or charge card provided to Company or to Tradenable^TM to pay the Fees; (d) User shall comply with all terms and conditions of this Agreement; (e)  User has not signed any agreement with any other service that would prevent User from entering into this Agreement; and (f) User has provided and will provide accurate and complete registration information, including, without limitation, User's legal name, address and telephone number.  Without limiting the foregoing, the Site is not available to minors or any person without the capacity to make binding contracts, and (g) any electronic or printed copies of listings or other content from this Site ("Site Materials") will be for User's sole and exclusive use and that User will not attempt in any manner to re-commercialize, sell or otherwise distribute such Site Materials.

DISCLAIMER OF WARRANTIES:
The site is provided "as is" without warranty of any kind, express or implied; and company hereby disclaims any and all warranties, express or implied.  Use of the site is at user's sole risk. Company does not warrant that the site will be uninterrupted, error free or free of infection by any virus or other contaminating or destructive properties.  Company does not make any warranty as to any results that may be obtained by use of the site.  Company makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, in relation to the site or horses or stud services or any other service, product or good purchased or sold through site.

User further acknowledges and agrees that any information obtained through the company or the site is intended for its own use in accordance with this agreement and not for any other purpose, and in particular, but without limitation, not for the purpose (whether direct or indirect) of user or any of its clients or customers assessing the merits of user, or any of its clients or customers, entering into any agreement or arrangement whatsoever in relation to any horse, service or other product listed on site.  Further, user acknowledges and agrees, that in providing information to user, company is not inviting user or any other person to enter (or offering to enter) into any agreement or arrangement relating to any purchase or sale.  User also acknowledges and agrees that any information obtained through the company or site shall not be construed as representations or as offers or the solicitation of offers by company to sell or buy any horses, service or other products which are or may be the subject of information obtained through the company or site.

LIMITATION OF LIABILITY:
Under no circumstances shall company be liable to user or any other person for any indirect, incidental, consequential, special or punitive damages for any matter arising from or relating to this agreement, the site or the internet generally, including, without limitation, user's use or inability to use the site, any changes to or inaccessibility of the site, delay, failure, unauthorized access to or alteration of any transmission or data, any material or data sent or received or not sent or received, any transaction or agreement entered into through the site, or any data or material from a third person accessed on or through the site, whether such liability is asserted on the basis of contract, tort or otherwise.  In no event shall company's total liability for direct damages exceed the total fees paid by user to company hereunder.  Some states prohibit the exclusion or limitation of incidental or consequential damages, thus this limitation of liability may not apply to user.  If user is dissatisfied with the site, user's sole and exclusive remedy shall be for user to discontinue use of the site and terminate this agreement.  User shall not bring or file an action against or make a claim against company for any matter arising under, by or through this agreement or any transaction attempted or completed by user more than six (6) months after user knew or should have known of an event giving rise to any action or claim.

INDEMNIFICATION:
User agrees to indemnify, defend and hold harmless company, its shareholders, directors, members, partners, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees (including attorney's fees on appeal), asserted by any person, arising out of or relating to: (a) this agreement; (b) user's use of the site, including any data or work transmitted or received by user; and (c) any unacceptable use of the site, including, without limitation, any statement, data or content made, transmitted or republished by any user.

NO AGENCY:
User and Company are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.  Neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

ARBITRATION:
Any controversy or claim (whether such claim arises in contract, tort, or otherwise) arising out of or relating to this Agreement, or the breach thereof or the commercial or economic relationship of the parties hereto may be mediated or arbitrated at the written election of either party hereto.  If a party makes a proper election to mediate under this paragraph, but such mediation efforts fail to resolve the subject dispute(s) between the parties, the parties shall be bound to resolve the subject dispute(s) by binding arbitration at the written election of either party; provided that nothing in this sentence shall be read to require a party to first elect to mediate any dispute hereunder prior to electing to arbitrate.  If the subject dispute(s) are ultimately resolved by arbitration, the parties hereto irrevocably agree to be bound by all findings of fact and conclusions of law of the arbitrator selected.  The election(s) of a party under this paragraph shall be by delivery of written notice to the opposing party; provided that if a legal proceeding relating to the subject dispute has previously been filed in any court of competent jurisdiction, then such initial notice of election to mediate and/or arbitrate under this paragraph shall be delivered within ninety (90) days of the date the electing party receives service of process in such legal proceeding.  Mediation and arbitration shall be conducted in Houston, Texas, and shall proceed in accordance with the commercial rules of the American Arbitration Association including selection of a single mediator and/or arbitrator.  All federal and state substantive and procedural laws applicable to this agreement shall be fully complied with by the parties.  The language to be used in the arbitral proceedings shall be English.  A judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

FORUM & GOVERNING LAW:
This Agreement is made in and shall be governed by the laws of the State of Texas without reference to conflicts of laws. All actions, claims or disputes arising under or relating to this Agreement shall be brought exclusively in the federal or state courts in the State of Arizona. The parties irrevocably submit and consent to the exclusive exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in the State of  Arizona. This Agreement shall be performable in Maricopa County, Arizona; and any action related to or arising out of this Agreement exclusively shall be the state and federal courts in Maricopa County, Arizona.  The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in Maricopa County, Arizona and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in Maricopa County, Arizona.

ATTORNEY'S FEES:
If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

ENTIRE AGREEMENT:
This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Site and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Site.

MODIFICATIONS TO THE USER AGREEMENT:
Arabhorse.com  may modify or amend the terms of this User Agreement at any time. Arabhorse.com  reserves the right to change or add fees or surcharges at any time.

Arabhorse.com  may terminate or alter the auction Web site at any time. This includes, but is not limited to, (1) restricting the time of availability, (2) restricting the amount of use permitted, (3) restricting or terminating any User's right to use or bid on the Arabhorse.com  Auction Web site, at Arabhorse.com 's sole discretion, and without prior notice or liability.

USER HAS READ, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND BY REGISTERING AND USING OUR SERVICE IS AN IMPLIED ACCEPTANCE OF ALL AREAS OF THIS AGREEMENT.