1. Definitions. "DealGates.com" is the interactive on-line auction service on the World Wide Web of the Internet, consisting of auction services and content provided by DealGates.com, affiliates of DealGates.com and other third parties. "Subscriber" means each person who establishes or accesses a connection ("Account") for access to and use of DealGates.com. 2. General. (A) This Agreement, which incorporates by reference other provisions applicable to use of DealGates.com, including, but not limited to, supplemental terms and conditions set forth in paragraph 14 hereof ("Supplemental Terms") governing the use of certain specific material contained in DealGates.com, sets forth the terms and conditions that apply to use of DealGates.com by Subscriber. By using DealGates.com (other than to read this Agreement for the first time), Subscriber agrees to comply with all of the terms and conditions hereof. The right to use DealGates.com is personal to Subscriber and is not transferable to any other person or entity. Subscriber is responsible for all use of Subscriber's Account (under any screen name or password) and for ensuring that all use of Subscriber's Account complies fully with the provisions of this Agreement. Subscriber shall be responsible for protecting the confidentiality of Subscriber's password. (B) DealGates.com shall have the right at any time to change or discontinue any aspect or feature of DealGates.com, including, but not limited to, content, hours of availability, and equipment needed for access or use. 3. Changed Terms. DealGates.com shall have the right at any time to change or modify the terms and conditions applicable to Subscriber's use of DealGates.com, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on DealGates.com, or by electronic or conventional mail, or by any other means by which Subscriber obtains notice thereof. Any use of DealGates.com by Subscriber after such notice shall be deemed to constitute acceptance by Subscriber of such changes, modifications or additions. 4. Equipment. Subscriber shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of DealGates.com and all charges related thereto. 5. Subscriber Conduct. (A) Subscriber shall use DealGates.com for lawful purposes only. Subscriber shall not post or transmit through DealGates.com Interactive any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without DealGates.com's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a Subscriber that in DealGates.com's discretion restricts or inhibits any other Subscriber from using or enjoying DealGates.com Interactive will not be permitted. Subscriber shall not use DealGates.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with DealGates.com. (B) DealGates.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of DealGates.com are copyrighted as a collective work under the French copyright laws. Subscriber may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Subscriber may download copyrighted material for Subscriber's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of DealGates.com and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Subscriber acknowledges that it does not acquire any ownership rights by downloading copyrighted material. (C) Subscriber shall not upload, post or otherwise make available on DealGates.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Subscriber. Subscriber shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of DealGates.com, Subscriber automatically grants, or warrants that the owner of such material has expressly granted DealGates.com the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Subscriber also permits any other Subscriber to access, view, store or reproduce the material for that Subscriber's personal use. Subscriber hereby grants DealGates.com the right to edit, copy, publish and distribute any material made available on DealGates.com by Subscriber. (D) The foregoing provisions of Section 5 are for the benefit of DealGates.com, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. 6. Disclaimer of Warranty; Limitation of Liability. (A) SUBSCRIBER EXPRESSLY AGREES THAT USE OF DealGates.com INTERACTIVE IS AT SUBSCRIBER'S SOLE RISK. NEITHER DealGates.com, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT DealGates.com WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF DealGates.com, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH DealGates.com. (B) DealGates.com IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. (C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES THAT DealGates.com IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER. (D) IN NO EVENT WILL DealGates.com, OR ANY PERSON OR ENTITY INVOLVED IN USE OF A DealGates.com AUCTION, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE DealGates.com. SUBSCRIBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON DealGates.com. (E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, DealGates.com, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED DealGates.com, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. NEITHER, DealGates.com, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION. 7. Monitoring. DealGates.com shall have the right, but not the obligation, to monitor the content of DealGates.com, to determine compliance with this Agreement and any operating rules established by DealGates.com and to satisfy any law, regulation or authorized government request. DealGates.com shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on DealGates.com. Without limiting the foregoing, DealGates.com shall have the right to remove any material that DealGates.com, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable. 8. Indemnification. Subscriber agrees to defend, indemnify and hold harmless DealGates.com, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of DealGates.com by Subscriber or Subscriber's Account. 9. Termination. DealGates.com may terminate this Agreement at any time. Without limiting the foregoing, DealGates.com shall have the right to immediately terminate Subscriber's Account in the event of any conduct by Subscriber which DealGates.com, in its sole discretion, considers to be unacceptable, or in the event of any breach by Subscriber of this Agreement. The provisions of Sections 5(B), 5(C), 5(D), 6, 8, 10 and this Section 9 shall survive termination of this Agreement. 10. Trademarks. DealGates.com's logos are trademarks of DealGates.com and any of its subsidiaries. All rights reserved. All other trademarks appearing on DealGates.com are the property of their respective owners. 12. Miscellaneous. This Agreement and any operating rules for DealGates.com established by DealGates.com constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of France, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. 13. Copyrights and Copyright Agent. DealGates.com respects the rights of all copyright holders and in this regard, DealGates.com has adopted and implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide DealGates.com's Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. ¤ 512: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party; A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 14. Supplemental Terms Your Transactions and Obligations By entering into this Agreement and bidding on a product, you agree to complete the transaction. By not fulfilling these obligations, the customer will be accountable. In order to keep the highest possible variety on the site at a time, customers who bid and win many items everyday may be asked to purchase the items before bidding is allowed the following day. If payment is not made, bidding privileges could be suspended. Chargeback Procedure DealGates.com, in good-faith, makes every effort to bring disputes that may arise to a fair and just conclusion. If customer does not make an attempt to resolve a dispute before initiating a chargeback procedure, their account will be deactivated immediately. If you have any questions regarding an invoice or a payment made, please send an e-mail to chargeback@dealgates.com (Mail fraud is a FEDERAL CRIME! ) Illegal Activity The Site and Services only may be used for lawful purposes and in a lawful manner. You may not register under a false name or use an invalid or unauthorized credit card. You may not make bids under a false name, impersonate any participant, or use another participant's password. Such conduct is a violation of state and federal laws. Fraudulent conduct may be reported to law enforcement, and DealGates.com will cooperate to ensure all violators will be prosecuted to the full extent of the law. Shill bidding is prohibited on the site, that is the placing of bids or causing bids to be placed on any product for the purpose of artificially increasing or otherwise manipulating the bidding process on DealGates.com or the bid price of any product listed on the site, or influencing user behavior on DealGates.com