Welcome to the AAASeller web site (the "Site"). This user agreement specifies the terms and conditions under which Alphabet Software LLC d/b/a AAASeller agrees to provide you with access to the Site. If you want to access the Site to use the services we provide (collectively, "Services") you must accept this user agreement ("Agreement") in its entirety, including all of its terms and conditions. BY CLICKING ON THE "I AGREE" BUTTON, AND REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL ACCEPTABLE USE POLICIES INCORPORATED BY REFERENCE. We may amend this Agreement at any time by posting the amended terms and conditions on the Site. Unless otherwise indicated, all amended terms shall automatically be effective immediately after they are initially posted on the Site, and your continued use of our Services indicates your acceptance of the amended terms. You are responsible for reviewing and becoming familiar with any changes. This agreement was last revised on February 11, 2005. AAASeller, in its sole discretion, may add, delete, or modify some or all of the features of the Site or Services at any time. 1. Eligibility; Registration. 1.1 Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the foregoing, the Services are not available to minors. Further, the Services are not available to parties whose use of the Services has been suspended or terminated. 1.2 To use the Services, you must submit a complete registration form on behalf of yourself or the corporation, partnership or other legal entity that will be using the Services. By accepting this Agreement, you represent that (a) you are eighteen (18) or older and, if applicable, (b) you are authorized to sign for and bind the corporation, partnership or other legal entity that will be using the Services. You shall provide current, complete and accurate registration information (including email address and credit card information), and then update the information as required to keep the registration information current, complete and accurate. 1.3 As a subscription service, AAASeller may require you to provide account identification / authentication information for multiple payment alternatives including, but not limited to, credit card, debit card, automatic deduction from your bank account, and bill payment services such as PayPal. By providing such payment alternatives to AAASeller, you are explicitly authorizing AAASeller to charge one or more of these payment sources to pay for your use of the Services. It is important to keep your registration information current, complete and accurate, especially your email address and your payment information. 2. Passwords and Security. You shall at all times maintain the confidentiality of your user names and passwords. If you are a corporation, partnership or other legal entity, you may allow employees to use user names and passwords, provided that you are responsible for all activity and all charges by such employees. Permitting use of the Services by a third party is prohibited and is a violation of this Agreement. If there is a breach of security through your account, you must immediately change your password and also notify us at help@aaaseller.com. You will be liable for any unauthorized use of the Services until you notify us of the security breach. 3. Fees and Payment Terms. 3.1 The fees are set forth in the Fee Schedule and Payment Terms, which are viewable online at http://www.aaaseller.com/fees.asp and are incorporated by reference. Changes to fees and payment terms are effective immediately unless otherwise indicated, and it is your responsibility to check for any changes. You agree to pay us for using our services in accordance with our then current Fee Schedule. All fees are payable in U.S. Dollars unless stated otherwise and will not be treated as paid until actually received by AAASeller in same-day and freely available funds. A finance charge equal to the lesser of: (i.) one and one-half percent (1.5%) per month, but not less than $15 in the aggregate; or (ii.) the maximum amount permitted by applicable law, shall be payable on all past-due balances. Failure to pay any amounts when due may, in AAASeller's sole discretion, result in your account being suspended or terminated. In additional to all other amounts payable in respect of the Services you will also be responsible for any collection and enforcement costs AAASeller incurs. 3.2 Any claims for refunds or other adjustments to charges on your account must be submitted in writing. Any claim must be submitted within 30 days of the date such charges are placed on your account. There will be no refunds after 30 days of receipt of payment. Refunds requested within 30 days of receipt of payment will be given at the discretion of AAASeller, and will be subject to processing and transaction fees. 4. User Conduct. 4.1 You agree to comply with all applicable laws, statutes, ordinances and regulations related to use of the Services. You may not use our Services to engage in fraud or other illegal activity, or to infringe the intellectual property rights of others. If you would like to review our copyright policy, or believe that one of our users has infringed on your copyrighted materials, please visit our Copyright Policy for further instructions. 4.2 You agree to comply with the terms and conditions of all agreements you have with third parties, including providers of Marketplaces, as such terms and conditions relate to use of the Services including, without limitation, terms and conditions related to types of items that may be sold or restrictions on concurrent sales. 4.3 You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction conducted on the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or limits our ability to provide the Services. You agree that you will not collect, copy, reproduce, alter, modify, create derivative works, reverse engineer, or publicly display any content or information (except for Your Materials) from the Site without the prior expressed written permission of AAASeller or the appropriate third party. You agree that you will not use any robot, spider, or other automatic device or routine to access or interface with the Site. 5. Your Materials. 5.1 "Your Materials" is defined as any information, data, text, graphics, photographs, images or other materials you provide (directly or indirectly) to us or other users of the Services. For example, Your Materials include information you submit to Marketplaces that we obtain via the Services (such as, Marketplace email addresses, user ids and passwords). You are solely responsible for Your Materials, and we act as a passive means for your online storage, distribution and publication of Your Materials. 5.2 Your Materials (or any items included therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (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 without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, deceptive practices, or securities transactions); (e) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene, contain child pornography; and (g) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; (h) shall not violate the terms and conditions of any agreements you have with third parties, including providers of Marketplaces, as such terms and conditions relate to your use of the Services; (i) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information. 5.3 You shall use the space allocated to you in the Images section for storing images used in an online auction, online web site, or online classified advertisement. 5.4 By entering into this Agreement and providing Your Materials to AAASeller, you grant AAASeller a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right (including a waiver of any applicable moral rights) to exercise the copyright and publicity rights you have in Your Materials, in any existing or future media now known or not currently known, solely for purposes related to providing the Services ("License"). You represent and warrant that you have the authority to grant the License and that the holder of any intellectual property or other proprietary rights in Your Materials has licensed, assigned or waived such holder's rights to the extent necessary to grant the License. 5.5 Any communications or materials you transmit to AAASeller by electronic mail or otherwise or post in a public area of the Site may be used by us or our affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, we, and our affiliates, are free to use any ideas, concepts, know-how or techniques contained in any such communication for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information. 5.6 By using the Services, you authorize AAASeller to access Third-Party Marketplaces with which you have usage agreements, on your behalf, to retrieve and post information and materials necessary to provide the Services to you, and you hereby appoint AAASeller as your agent for this limited purpose. You hereby permit AAASeller to use such retrieved information and materials to accomplish the foregoing, and to communicate with your customers on your behalf. You hereby acknowledge that our Services may or may not provide all the information and functionality that you could obtain directly from the Marketplaces. 5.7 AAASeller reserves the right to access, monitor, remove, or disable access to any of Your Materials at any time in its sole discretion. 6. AAASeller and Third-Party Intellectual Property. 6.1 Other than Your Materials, all content included or available on the Site, such as advertisements, text, graphics, logos, button icons, images, audio clips and software, is the property of AAASeller and/or third parties and is protected by copyrights, trademarks or other intellectual and proprietary rights. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of AAASeller and/or its licensors, suppliers and distributors and is protected by copyrights or other intellectual and proprietary rights. All software used on the Site is the property of AAASeller and/or its software suppliers or distributors and is protected by copyrights, patents or other intellectual and proprietary rights. 6.2 Subject to the terms and conditions of this Agreement, AAASeller grants a limited license to you to make personal use of the Site and the Services only for their intended purposes. This license expressly excludes any resale of the Site and the Services, making any derivative of the Site or the Services, the collection and use of other users' email addresses or other materials (for example, advertisements), or any data extraction or data mining whatsoever, except with the express consent of the owner of such materials. You may not repost or otherwise reuse advertisements that you create using the Services other than through the Site. 6.3 AAASeller retains all right, title, and interest in and to its trademarks, service marks and trade names worldwide (collectively, the "Marks"). You shall only use AAASeller's Marks with the express permission of AAASeller and then only in the manner authorized. Under no circumstances may you alter, modify, or change AAASeller's Marks. 7. Suspension and Termination. Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to the Site and Services if you breach any of the terms of this Agreement or if you take any actions that, in our sole judgment, may cause legal liability for or claims against you, our users, or us. In the event AAASeller suspends or terminates your access to the Site or Services, you acknowledge that you may be denied any further access to Your Materials. 8. Privacy. AAASeller is committed to protecting your privacy. The trust of our clients is our most valued asset. We use your personal information only as appropriate to provide quality service and security. We will only use and disclose Your Materials in accordance with our then current Privacy Policy which is viewable online at http://www.aaaseller.com/privacy.asp and is incorporated herein by reference. 9. Warranty Disclaimer. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AAASeller AND OUR SUPPLIERS OR DISTRIBUTORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. AAASeller AND OUR SUPPLIERS OR DISTRIBUTORS SPECIFICALLY DISCLAIM ALL WARRANTIES INCLUDING WITHOUT LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF AAASeller OR OUR SUPPLIERS OR DISTRIBUTORS. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not fully apply to you. You may also have other legal rights which vary from state to state. 10. General Release. 10.1 AAASeller AND OUR SUPPLIERS OR DISTRIBUTORS ARE NOT INVOLVED IN DEALINGS BETWEEN OUR USERS NOR BETWEEN OUR USERS AND MARKETPLACE USERS. IF A DISPUTE ARISES BETWEEN YOU AND ANOTHER PARTY, YOU RELEASE AAASeller (AND ITS AGENTS AND EMPLOYEES, SUPPLIERS AND DISTRIBUTORS) FROM 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. 10.2 YOU ACKNOWLEDGE AND AGREE THAT AAASeller IS NOT RESPONSIBLE FOR THE AVAILABILITY OF MARKETPLACES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY SERVICES, CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH MARKETPLACES. YOU AGREE THAT AAASeller 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 SERVICES, CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS. 10.3 YOU ACKNOWLEDGE AND AGREE THAT AAASeller DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR INFORMATION PROVIDED BY OTHER USERS WHICH IS MADE AVAILABLE ON THE SITE. YOU MAY FIND OTHER USER'S INFORMATION TO BE OFFENSIVE, HARMFUL, INACCURATE OR DECEPTIVE. YOU AGREE THAT AAASeller 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 INFORMATION. 11. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL AAASeller OR OUR SUPPLIERS AND/OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, CONTENT, FILES, PROFIT OR GOODWILL, OR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. THE AGGREGATE LIABILITY OF AAASeller AND OUR SUPPLIERS OR DISTRIBUTORS UNDER THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000). Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you. 12. Indemnity. You hereby agree to, at your own expense, indemnity, defend and hold AAASeller and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to the Site; (b) any fraud, manipulation, or other breach of this Agreement by you; (c) any third-party claim, action or allegation brought against AAASeller arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; (d) your violation of any law or the rights of a third party; or (e) your use, or AAASeller's provision, of the Services or use of your account by any third party. AAASeller will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on AAASeller's behalf without the prior written consent of AAASeller. 13. Notices. AAASeller shall provide notice to you via email to the email address you provide in your registration information. Such notice shall be deemed given 24 hours after it is sent, or earlier if actually received by you earlier. Alternatively, AAASeller may choose to provide notice to you via certified, registered, or overnight delivery mail to the mailing address you provide in your registration information. In such case, notice shall be deemed given 3 days after the date of mailing. You shall provide notice to AAASeller via email to help@aaaseller.com, or a copy sent via certified or registered mail to Alphabet Software LLC, PO BOX 250, Prince Station, New York, NY 10012, Attn: Customer Service. 14. Termination. Notwithstanding the notice provision above, you may terminate this Agreement at any time. To cancel your subscription, log in to your Paypal account, open your Account History, and locate your AAA Seller subscripton. Follow the instructions on Paypal.com to cancel the subscription. Instructions on how to cancel can be found online at http://www.AAASeller.com/help.asp#howtocancel If you were registered for any paid services, your last bill from AAASeller will be for the month in which you have canceled the service. AAASeller, in its sole discretion, may terminate this Agreement or suspend or terminate your access to the Site or the Services immediately without notice for any reason including, without limitation, for your infringement of the intellectual property rights of others. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, provisions related to intellectual property, warranty disclaimers, general releases, limitations of liability, indemnity and the general provisions. 15. General. This Agreement is not assignable, transferable or sublicensable by you without AAASeller's prior written consent, and any such conveyance shall be null and void. AAASeller may assign this Agreement in whole or in part. This Agreement shall be governed by and construed in accordance with the laws of the state of New York without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the New York State and U.S. federal courts having within their jurisdiction the location of AAASeller's principal place of business. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree and acknowledge that you are not entering into this agreement in reliance on any statements or representations other than those set forth herein. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement shall control.
