MEMBERSHIP AGREEMENT
This Version Effective March 01, 2005.
This site is a member of the I Collect family of sites operated by 2nd Markets Corporation.
The user of this site agrees as follows:
1. 2nd Markets Corporation undertakes to obtain for and/or provide to the
User, the specific data and information services
(''Services'') via the Internet.
2. User understands that 2nd Markets Corporation obtains and
gathers its information from sources that it considers
reliable; however 2nd Markets Corporation does not guarantee the accuracy
or completeness of the Services, which are supplied on an ''as
is'' basis.
3. 2nd Markets Corporation MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING SPECIFICALLY, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AS TO THE SERVICES PROVIDED
UNDER THIS AGREEMENT. 2nd Markets Corporation shall have no liability for
any default resulting from circumstances beyond its reasonable
control.
4. Subscriber agrees that in the event any of the Services
contain an error or inaccuracy, 2nd Markets Corporation's liability
and obligation will be limited to granting Subscriber a credit
equal to the fee charged to Subscriber for the single
erroneous or inaccurate data element. Except as provided in
Paragraph 10 below, in no event will 2nd Markets Corporation be liable
for any other credits or damages, direct or indirect,
consequential or compensatory, including, but not limited to
lost profits for any representations, breeches or defaults
arising out of the terms and provisions of this agreement to
supply information to 2nd Markets Corporation.
5. Subscriber understands that the Services do not constitute
a recommendation to buy or sell merchandise of any kind.
Subscriber further acknowledges and agrees that 2nd Markets Corporation
has not undertaken any liability or obligation relating to the
purchase, sale or valuation of any merchandise for Subscriber.
6. (a) Subscriber acknowledges and agrees that all proprietary
rights in the Service are and shall remain the property of
2nd Markets Corporation and its third-party licensors. Subscriber
acknowledges that the Service was compiled, prepared, selected
and arranged by 2nd Markets Corporation and its licensors through the
expenditure of substantial time, effort and money and that
they constitute valuable property of 2nd Markets Corporation and its
licensors.
(b) Subscribers agrees to indemnify 2nd Markets Corporation and hold it
harmless from all claims and damages, including without
limitation, reasonable attorney's fees arising our of
Subscriber's use of the Services, unless such claims or
damages result from the negligence of 2nd Markets Corporation in
providing the Service to Subscriber, or unless Subscriber's
authorized use of the Service has given rise to the claims or
damages based on the infringement of any copyright or other
proprietary right of any third party.
7. (a) 2nd Markets Corporation shall indemnify Subscriber and hold
harmless against all claims and damages, including without
limitation, reasonable attorney's fees which Subscriber incurs
as a result of any claim against Subscriber that the Services
infringe any copyright or proprietary right of the third
party, provided that:
(i) Subscriber notifies 2nd Markets Corporation promptly in writing of
the assertion of such claim;
(ii) 2nd Markets Corporation has sole control over the defense or
settlement of such claim;
(iii) Subscriber's use of the Service has been in accordance
with the restrictions imposed upon Paragraph 9(b) of this
agreement.
(b) In the event of a claim for infringement, 2nd Markets Corporation
reserves the right to terminate this Agreement with respect to
the allegedly infringed portion of the Services and either to
substitute other, substantially similar services therefor or
to refund to Subscriber the pro share of any prepaid fees
relating to such terminated Services.
8. (a) This agreement will be binding for a period of one (1)
year from the Commencement Date, designated by signature of
this agreement by Customer.
(b) This agreement may also be terminated by either party in
the event that other party materially breaches the Agreement
and fails to cure or correct such breach within one hundred
twenty (120) days after receiving written notice thereof from
the non-breaching party. Any termination under this
subparagraph shall be effective as of the end of the
prescribed one hundred twenty-day period.
9. (a) All fees and prices charged hereunder are exclusive of
taxes. Subscriber shall be responsible for any federal, state
or local sales, use, property or other taxes which may be
imposed as a result of the transaction contemplation by this
Agreement.
(b) Subscriber acknowledges that all text, and software code
included with this product are provided for Subscriber's
personal use. In no case shall Subscriber re-publish the
listings in any form without express written permission of
2nd Markets Corporation, Inc. Subscriber will limit printouts for
personal use of the material to a maximum of 35 individual
text listings per individual. Reproduction of images is
strictly prohibited without the written permission of both
2nd Markets Corporation Inc. Subscriber's right to use this product is
limited to a single workstation unless an additional agreement
for network access has been signed by both parties.
(c) Subscriber acknowledges that Subscriber is not permitted
to sell or otherwise dispose the software and that no rights
granted hereunder may be assigned or sublicensed by Licensee,
any assignment or sublicense being void.
10. 2nd Markets Corporation and Subscriber further agree:
(a) Neither the maker of this Agreement nor the performance
of its provisions will be construed to constitute either of
the parties hereto as an agent, employee, partner, joint
venture or legal representative of the other. Each
acknowledges that it has no right or authority to create an
obligation, representation, or responsibility, express or
implied, on behalf of the other.
(b) This Agreement contains the entire understanding with
respect to the subject matter hereof, and no oral or prior
written statement or representations not contained herein will
have any force or effect.
This Agreement cannot be modified except by a writing signed
by both parties.
(c) If any provision of this Agreement is invalid or
unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or
circumstance, it will nevertheless remain applicable to all
other persons or circumstances.
(d) Paragraphs 9 and 10(a) of this Agreement shall survive
the Agreement's termination.
(e) Each of the undersigned represents that he or she has
authority to sign this Agreement on behalf of his or her
respective party shown below.
(f) The failure of a party to insist upon strict compliance
with any term or provision of this Agreement on any occasion
will not be construed or deemed as a waiver with regard to any
subsequent compliance with such term or provision.
(g) This Agreement will be interpreted, and enforced under
the laws and in the courts of the State of Tennessee.
(h) All notices, requests, demands and other communications
provided for herein must be in writing and mailed by
registered or certified mail, return receipt requested, or
sent by overnight courier or telecopier to the address
specified in this Agreement or to such other address which may
be provided in writing. The transmission of any such
communication shall be deemed effective when the communication
is received. 2nd Markets Corporation, Inc. Use of this product
constitutes Acceptance and Agreement to the above conditions.