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This document describes terms and conditions applicable to your
use of the services made available by Worthpoint, Corporation, ("Worthpoint,"
"we," or "us") at the PriceMiner.com® website www.PriceMiner.com
(the "Site").
Section 1 - General
1.1 Services. This Terms and Conditions of Use Agreement
(hereafter this "Agreement") sets forth the general terms and conditions
that apply to the use by you of the Site, including the features
and services offered by us from time to time at or through the Site
(collectively with the Site, the "Services"). BY USING THE SERVICES,
YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN. This
Agreement is a legally binding instrument between you and Worthpoint,
and describes your responsibilities in connection with your use
of the Services and, among other things, limits the liability of
Worthpoint. Before using any of the Services, please read all of
this Agreement carefully. By accessing or using any Services, you
affirm that you are over 18 years of age and are otherwise capable
of forming legally binding contracts, and that you agree to be legally
bound and to abide by this Agreement. IF YOU ARE UNDER 18 YEARS
OF AGE, OR ARE OTHERWISE INCAPABLE OF FORMING LEGALLY BINDING CONTRACTS,
OR DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, YOU MUST NOT ACCESS
OR USE THE SERVICES.
1.2 Amendments. We reserve the right, exercisable in our
sole discretion, to change, modify, add to, subtract from, or otherwise
amend the terms and conditions of this Agreement at any time. Such
changes, modifications, or other amendments shall be effective upon
notice to you thereof, which may be given by means including, but
not limited to, posting on the Site, by electronic or conventional
mail, or by any other means by which you obtain notice thereof.
Except as may be otherwise expressly stated in any notice given
to you by us, all such amendments of this Agreement shall automatically
become effective upon the date such notice is given to you. This
Agreement may not otherwise be amended. Continued use of the Services
by you constitutes your binding acceptance of this Agreement, including
any changes or modifications made by us as permitted above. You
agree to review the terms and conditions of this Agreement periodically
to become aware of such revisions and to review your compliance
with them. If at any time the terms and conditions of this Agreement
are no longer acceptable to you, you must immediately cease all
use of the Services. The right to access and use the Services is
personal to you and is not transferable to any other person or entity.
1.3 Additional Agreements. The Services include, among other
things, such services as: searching and accessing databases including
information such as auction house sales results dating back to 1998,
EBay completed auction sales, GoAntiques completed retail sales,
GoAntiques previously listed retail items, published Price Guide
prices, and other websites completed retail prices. Additional terms
and conditions of use applicable to your use of any other services
available at the Site from time to time are or may be posted in
relevant areas within the Site or may be agreed upon by you and
Worthpoint in a separate written agreement (e.g. Subscription Agreement;
all such additional terms and conditions, "Additional Agreements").
Together with this Agreement, such Additional Agreements will govern
your use of all services made available by us to you. We reserve
the right, exercisable at our discretion, to change or discontinue
without prior notice some or all of the Services we provide from
time to time at the Site, or change the applicable terms and conditions
for your use of such Services as set forth in the Additional Agreements.
1.4 Your Account. Your Account is identified by your chosen
user ID (your "User Name") and you are the only party authorized
to use your User Name. You are responsible for maintaining the confidentiality
of your registered account with us and any password(s) you have
chosen or we may issue to you in connection with your access and
use of the Services. No more than one person at any one time may
access the Site or use the Services under a single User Name; multiple
concurrent users are not permitted. You are responsible for all
uses of your account, whether or not actually or expressly authorized
by you. If you believe that your account and/or password(s) have
been misused or compromised in any manner, please contact us immediately
at support@priceminer.com
1.5 Fees. The monthly fee schedule for PriceMiner® is as
follows: $9.95/mo. for web access only and $14.95/mo. for wireless
access plus web access. These fees will be automatically charged
to your credit card each month until such time as you cancel your
account. Subscribers may also sign up for an annual account at a
reduced cost. The annual fee schedule is $99/yr. for web access
and $149/yr. for wireless access plus web access. Subscribers who
sign up for annual memberships will be notified by email when it
is time to renew their membership.
If you wish to cancel your account, you must do so from within
your account area on www.priceminer.com. To access this area, do
the following:
a. Go to www.priceminer.com and enter your login information
b. Once in your account, click "Payment Information"
c. In the Payment Information area, click "Cancel Account".
d. You must then click "Continue" on the following page to verify
your account cancellation.
You must cancel your account BEFORE the next billing date. This
date is displayed on the "Payment Information" page as "Next Billing
Date".
1.6 Equipment. You shall be solely responsible for obtaining
and maintaining all telephone, communications, computer hardware
and other equipment needed for access to and use of the Services
and all charges of any description arising from or relating thereto.
1.7 Worthpoint Not Involved in Auctions/Release. We are
not involved in actual transactions between users of the Site (whether
such users are collectors, antiques dealers, trade members, auction
houses, curators, educators or other third parties). We have no
control over the quality of the data licensed from third parties
and displayed on our Site or the truth or accuracy of the descriptions
of such items or auction results displayed on our Site. In the event
that you have a dispute with one or more users of the Site you hereby
release Worthpoint 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.
Section 2 - Information You Provide to Us
2.1 Your Information. The term "Your Information" means collectively
the following: (i) any information or materials you provide to us
in connection with our registration process, your use of any Services,
or in email correspondence with us, (ii) any information or materials
you provide to other users of the Site in connection with your use
of any Services, (iii) any information or materials you provide
to auction houses, appraisers, art or antiques dealers, trade members,
antiques professionals, collectors or other third parties affiliated
with Worthpoint in connection with your use of any Services, and
(iv) any search terms or other instructions that you transmit to
our servers through a web browser. Except as may be otherwise expressly
provided to the contrary in this Agreement or the Additional Agreements,
you are solely responsible for Your Information, and we act at all
times as a passive conduit for your online distribution, communication,
and/or publication of Your Information.
2.2 Covenant Regarding Your Information. You agree that
Your Information: (i) will not be false, inaccurate, frivolous,
or misleading, (ii) will not infringe any third party's copyright,
patent, trademark, trade secret, or other proprietary rights or
rights of publicity or privacy, (iii) shall not violate any law,
statute, ordinance, or regulation (including without limitation
those governing export control, consumer protection, unfair competition,
anti-discrimination, or false advertising), (iv) will not be defamatory,
trade libelous, unlawfully threatening, unlawfully harassing, or
obscene, (v) will not contain any computer viruses, worms, Trojan
horses, time bombs, or other computer programs, scripts, or instructions
that are intended to damage or detrimentally interfere with the
operation or use of the Services, or to intercept or expropriate
any proprietary computer system information or other confidential
data or personal information relating to or arising out of the access
or use of the Services, (vi) will not create any liability for Worthpoint
or cause Worthpoint to lose (in whole or in part) the services of
its internet service providers or other suppliers and business affiliates,
(vii) will not contain any links to or from other information or
websites for which you do not have the right to make or reproduce
such links, and (vii) will not solicit or involve the purchase or
sale of counterfeit, stolen or illegal items, or solicit or commit
any fraudulent transaction or other form of criminal activity.
2.3 Updated Information. If you are a registered user of
the Site, you agree to promptly update your account registration
information in order to keep it current, complete, and accurate.
2.4 Privacy Policy. We will only use Your Information in
accordance with our Privacy Policy, available at www.priceminer.com/terms/privacy_policy.jsp.
By agreeing to the terms and conditions of this Agreement, you also
give your consent to the way we may use your Information pursuant
to the Privacy Policy. If you have any questions not addressed in
our Privacy Policy Document, you should address them to support@priceminer.com.
Section 3 - Use of Content
3.1 Copyright. You acknowledge that the Services may contain
information, text, software, photographs, graphics, links and other
material (collectively, the "Content") that are protected by copyright,
trademark or other proprietary rights of Worthpoint or third parties.
All Content used or made available through the Services is copyrighted
as a collective work and/or compilation of Worthpoint pursuant to
applicable copyright law. Worthpoint owns a copyright in the selection,
coordination, arrangement and enhancement of such Content, as well
as in the content original to Worthpoint. You agree to comply with
any additional copyright notices, information, or restrictions contained
in any Content available on or accessed through the Services. Worthpoint
does not grant permission to users of its Services to reproduce
images of original works of art.
3.2 Limited License. Subject to your compliance with the
terms and conditions of this Agreement (including without limitation
the restrictive terms and conditions set forth in this Section 3),
and except to the extent otherwise expressly provided in an Additional
Agreement between you and Worthpoint, you are granted a limited
non-exclusive, non-transferable, non-sub-licensable, and revocable
license to access the Services and/or Content only for your own
personal or business use but not for re-distribution or publication
in any form.
You acknowledge that all text, and software code included with
this product are provided for your personal use. In no case shall
you re-publish the listings in any form (including by display on
another Web site) without express written permission of Worthpoint
and the owner of any database included in the Services. You acknowledge
that no more than 2,000 results will be displayed for any search,
regardless of the number of matching results contained within the
Content. Your right to use this product is limited to a single user
unless an additional agreement for network access has been signed
by both parties. You acknowledge that you are 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.
You may not modify, publish, transmit, transfer or sell, resell,
reproduce, create derivative works from, distribute, perform, display,
or in any way exploit or commercially use any of the Services and/or
Content, in whole or in part, except as expressly permitted in this
Agreement or in an Additional Agreement between you and Worthpoint.
You acknowledge that you do not acquire any ownership rights by
accessing or downloading copyrighted materials. You shall not store
electronically any portion of any Services and/or Content. You may
not collect and use e-mail addresses of other users of the Site
or other user account information, listings, or perform any form
of data extraction or data-mining whatsoever. Except as expressly
permitted by the copyright laws, no copying, storage, redistribution
or publication of any of the Services and/or Content is permitted
without the express permission of Worthpoint or the owners of such
Services and/or Content or their authorized persons, if other than
Worthpoint. You are responsible for complying with all applicable
laws, rules, and regulations regarding your use of any such downloaded
Content. Worthpoint reserves all rights in the Content and Services
not expressly granted hereunder.
3.3 Trademarks. PriceMiner® and PriceMiner.com® are trademarks
and service marks of Worthpoint, Inc. ALL RIGHTS RESERVED. All other
trademarks, service marks, product names and company names or logos
appearing on the Site are the property of their respective owners.
Any use of such trademarks, service marks, product names and company
names or logos, including the reproduction, modification, distribution
or republication without the prior written permission of the owner
of same, is strictly prohibited.
3.4 Beneficiaries. The foregoing provisions of this Section
3 are for the benefit of Worthpoint, 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.
Section 4 - Site Access; Interference with Services; Monitoring;
Compliance with Laws
4.1 Site Access. We do not guarantee continuous, uninterrupted,
or secure access to the Services, and operation of the Site may
be interfered with by numerous factors outside of our control.
4.2 No Interference. You agree that you will not use any
robot, spider, other automatic device, or manual process to monitor
or copy our web pages or the content contained herein without our
prior expressed written permission. 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 the Services, or
any transaction being conducted on or through the Site or Services.
You agree that you will not take any action that imposes an unreasonable
or disproportionately large load on the server infrastructure of
the Site.
4.3 Fraudulent Activity. You may not register to use any
Services under a false name, or use an invalid or unauthorized credit
card in connection with any Services. You may not impersonate any
other user of the Services, or make use of another user's password(s).
Such fraudulent conduct is a violation of federal and state laws.
Fraudulent conduct may be reported by us to law enforcement authorities,
and we will cooperate with such authorities to ensure that violators
are prosecuted to the fullest extent of the law.
4.4 Monitoring. You agree that Worthpoint has the right,
but not the obligation, to monitor any form of user activity and/or
Content linked to or from or otherwise associated with the Services.
We may investigate any reported violation of our Agreement, Additional
Agreements or Site policies, and any user or other third party complaints
relating thereto. We may take any action that we deem appropriate
in connection with any such investigation without notice (including
without limitation issuing warnings, suspending or terminating Services
and/or denying Site access). We may also investigate, in our sole
discretion, the use of any credit card by a user in connection with
the Services, and take such action as we deem necessary or appropriate,
including without limitation contacting the owner or user of such
card or canceling purchase orders placed by such owner or user.
4.5 Compliance with Laws. The Services may be used only
for lawful purposes and in a lawful manner. You agree to comply
with all applicable laws, statutes and regulations regarding use
of the Services and any transactions that may be conducted by means
of the Services.
Section 5 - Breach
5.1 Without limiting other remedies, we may immediately issue a
warning, temporarily suspend, indefinitely suspend or terminate
your registered user account and/or refuse to provide the Services
to you: (i) if you breach this Agreement or any of the Additional
Agreements it incorporates by reference or which you have separately
entered into with Worthpoint; (ii) if we are unable to verify or
authenticate any information you provide to us; or (iii) if we believe
that your actions may cause legal liability for you, us, or our
other users, or other third party business affiliates.
Section 6 - Indemnity
6.1 You agree to indemnify, defend, and hold Worthpoint and its
affiliates, and their respective officers, directors, owners, agents,
information providers, and licensors (collectively, the "Company
Parties") harmless from and against any and all claims, liability,
losses, costs, and expenses (including attorneys' fees) incurred
by any Company Party in connection with any use or alleged use of
the Service under your password by any person, whether or not authorized
by you. Worthpoint reserves the right, at its own expense, to assume
the exclusive defense and control of any matter otherwise subject
to indemnification by you, and in such case, you agree to cooperate
with Worthpoint's defense of such claim.
Section 7 - Termination of or Change in the Services
7.1 Worthpoint shall not be liable to you or to any third party
for any of the direct or indirect consequences of any modification,
malfunction, suspension, discontinuance of or interruption to or
of any of the Services. Worthpoint reserves the right, in its sole
discretion, to restrict, suspend, or terminate your access to all
or any part of the Services at any time for any reason without prior
notice or liability. Worthpoint may change, suspend or discontinue
all or any aspect of the Services at any time, including the availability
of any feature, database, or Content without prior notice or liability.
SECTION 8 - DISCLAIMER OF WARRANTIES
8.1 NEITHER WORTHPOINT NOR ANY PROVIDER OF THIRD PARTY CONTENT OR
THEIR RESPECTIVE AGENTS WARRANTS THAT THE SITE OR SERVICE WILL MEET
YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE;
NOR DOES WORTHPOINT, ANY THIRD PARTY CONTENT PROVIDER, OR THEIR
RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED
FROM USE OF THE SITE, SERVICES OR THE CONTENT. THE SERVICES AND
THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NONE
OF WORTHPOINT, THIRD-PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE
AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT,
WITH RESPECT TO THE SITE, SERVICES, OR ANY CONTENT. NEITHER WORTHPOINT
NOR ANY THIRD PARTY CONTENT PROVIDER WARRANTS THAT ANY FILES AVAILABLE
FOR DOWNLOADING THROUGH THE SITE OR SERVICES WILL BE FREE OF VIRUSES
OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY
AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
THE SERVICES AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS
ASSUMED SOLELY BY YOU. WITHOUT LIMITING ANY PROVISION HEREIN, WORTHPOINT
MAKES NO WARRANTY THAT ANY PARTICULAR COMPUTER SYSTEM CONFIGURATION
WILL BE COMPATIBLE WITH THE SITE. IT IS YOUR SOLE RESPONSIBILITY
TO ENSURE THAT YOUR COMPUTER SYSTEM HAS THE APPROPRIATE HARDWARE,
OPERATING SOFTWARE, AND INTERNET BROWSER SOFTWARE VERSIONS TO ACHIEVE
THE SITE'S FULL FUNCTIONALITY AND CAPABILITIES. Some states do not
allow the disclaimer of implied warranties or limitation on how
long an implied warranty lasts, so the above disclaimer or limitation
may not apply to you. You may have other rights, which vary from
state to state.
8.2 The Site includes an extensive collection of auction records
that might be used as tools in the process of estimating values.
Worthpoint Content is only one of several elements that you should
consider in estimating value of an antique or collectible and depends
upon the accuracy and timing of information which Worthpoint itself
receives. Worthpoint strongly recommends that its Content only be
used in conjunction with other specialists such as Auction Houses,
Personal Property Appraisers, Museums, and Dealers.
SECTION 9 - LIMITATION OF LIABILITY
9.1 THE LIMITATION OF LIABILITY CONTAINED IN THIS SECTION 9 APPLY
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. YOU SPECIFICALLY ACKNOWLEDGE
THAT WORTHPOINT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL
CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY
FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
9.2 UNDER NO CIRCUMSTANCES WILL WORTHPOINT OR ITS AFFILIATES, OR
ANY OF ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS
BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION
OBTAINED THROUGH EITHER THE CONTENT OR THE SERVICES, OR ANY LOSS
OR DAMAGE CAUSED BY YOU BEING EXPOSED TO INFORMATION CONTAINED ON
THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS
OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT
AVAILABLE THROUGH THE SERVICE. PLEASE SEEK THE ADVICE OF PROFESSIONALS,
AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION,
OPINION, ADVICE OR OTHER CONTENT, INCLUDING OPINIONS OR ADVICE REGARDING
THE IDENTIFICATION, VALUATION OR CARE OF ANTIQUES.
9.3 NEITHER WORTHPOINT, ANY THIRD-PARTY CONTENT PROVIDER NOR THEIR
RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY
TO ACCESS OR USE THE SITE OR SERVICES, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow
exclusion of implied warranties or limitation of liability for incidental
or consequential damages, so the above limitations or exclusions
may not apply to you. In such states, the liability of Worthpoint,
third party content providers and their respective agents shall
be limited to the greatest extent permitted by law.
Section 10 - Miscellaneous
10.1 Governing Law. All disputes, claims or controversies
arising out of this agreement, or the negotiation, validity or performance
of this agreement, or the transactions contemplated hereby shall
be governed by and construed in accordance with the laws of the
state of Ohio without regard to its rules of conflict of laws. Each
of the parties hereto hereby irrevocably and unconditionally consents
to submit to the sole and exclusive jurisdiction of the courts of
the State of Ohio and of the United States of America located in
Franklin County, Ohio (the "Ohio Courts") for any litigation among
the parties hereto arising out of or relating to this Agreement,
or the negotiation, validity or performance of this Agreement, waives
any objection to the laying of venue of any such litigation in the
Ohio Courts and agrees not to plead or claim in any Ohio Court that
such litigation brought therein has been brought in any inconvenient
forum or that there are indispensable parties to such litigation
that are not subject to the jurisdiction of the Ohio Courts.
10.2 Headings. Section headings in this Agreement are for
reference purposes only and in no way define, limit, construe or
describe the scope or extent of such section.
10.3 Severability; Construction. If any provision of this
Agreement is held to be invalid or unenforceable, such provision
shall be struck and the remaining provisions shall be enforced.
If any inconsistency exists between the terms of this Agreement
and any additional terms and conditions of Additional Agreements
(whether such Additional Agreements are posted in electronic format
on the Site or are separate written agreements entered into between
you and Worthpoint) such terms shall be interpreted as to eliminate
any inconsistency, if possible, and otherwise, the additional terms
and conditions of the Additional Agreements shall control.
10.4 Waiver. Worthpoint's failure to exercise or forbearance
from exercising any rights or remedies, or failure to enforce or
forbearance from enforcing, the strict performance of any provision
of this Agreement, will not constitute a waiver of Worthpoint's
right to exercise such rights or remedies or enforce such provision
or any other provisions of this Agreement in that or any other instance.
Any waiver of any provision of this Agreement by Worthpoint must
be made in writing and signed by an authorized representative of
Worthpoint specifically referencing this Agreement and the provision
to be waived.
10.5 Assignment; Third-Party Beneficiaries. This Agreement
will inure to the benefit of Worthpoint's successors and assigns.
Except as set forth in this Agreement, this Agreement shall not
benefit or create any right or cause of action in or on behalf of
any person other than the parties hereto.
10.6 Notices. Except as otherwise provided herein, any notices
to be given pursuant to this Agreement may be given by postal mail
to Worthpoint, Inc., 94 N. High St., Suite 300, Dublin, OH 43017(in
the case of us) or to the email address you provide to Worthpoint
during the registration process (in your case). Notice shall be
deemed given 24 hours after email is sent, unless the sending party
is notified that the email address is invalid. Alternatively, we
may give you notice by certified mail, postage prepaid and return
receipt requested, to the address provided to Worthpoint during
the registration process in the event that an address was supplied.
In such case, notice shall be deemed given 3 days after the date
of mailing.
10.7 Survival. Subsections 3.1, 3.3, 3.4, 4.3, 4.4 and Section
6,7, 8 and 9 shall survive any termination of this Agreement as
well as any other provisions which by their terms or sense are intended
to survive.
10.8 Integration. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter
hereof, and except for any Additional Agreements that you may have
entered into with Worthpoint, supersedes all previous written or
oral agreements between the parties with respect to such subject
matter hereof.
This Terms of Use Agreement was last revised and posted on the
Site January 21, 2009 to have effect from and after January 21,
2009.
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