Pricell User Agreement

The following terms and condtions must be governed in order to get fullest of our site.

 

Welcome to Pricell. Pricell operates this website. Prior to your use of this website you agree to read and accept this user agreement. If you do not agree with these terms or any requirements placed upon you as a condition to use this site, then your sole responsibility is to discontinue using the site and its services. If you are unable to meet the conditions set forth in these terms or any other agreement required for your usage of our site and services, or if you found breaching this user agreement, you would be no longer permitted to use this site. Pricell reserves the right to change this user agreement without prior notice. We shall, endeavour to post the most current version of this user agreement on this Site and your use of the site is subject to these terms as amended from time to time.

 

A.    Interpretation

The following terms have the following meanings:

- “agreement” or “this agreement” refers to this user agreement.

- “applicable law” refers to the laws currently in force in the Province of Ontario, Canada which shall govern this agreement.

- “buyer” used here refers to anyone who acts as a prospective buyer of a website which has been listed on this site.

- “listing” means a descriptive posting of a website for sale on the Site.

- “prohibited use” means the uses prohibited under Article D below.

- “seller” used here refers to anyone as a prospective seller of a website which has been listed on the Site.

- “service” refers the Site’s functionality which permits purchasers and sellers to use the Site’s functionality to advertise websites for sale, create auctions for the purchase and sale of websites, and enable purchasers and sellers to conclude agreements for the    purchase and sale of websites;

- “Site” shall mean this website and all related webpages, but does not include any websites which are linked to or may link from this website.

- “user” shall refer to you.

 

B.    What We Provide

You acknowledge and agree that we are not an auctioneer. We provide access to the Site and the services where you may list a website for sale; view websites for sale, conduct an auction for the sale of your website; entertain offers or bids from third parties to purchase your website; and make offers or bids to third parties to purchase their websites. We do not participate in the sale process beyond offering a service by which parties can communicate with one another and determine a purchase price. We may give you access to a basic form of sales agreement which you may provide to your legal counsel as a possible basis for a more formal agreement of purchase and sale. The final terms of every sale will be negotiated by you and your counterparty. We are not an agent or broker to the buyer or the seller. We do not accept nor facilitate payment of any purchases or sales arising from the use of the Site. We will not and do not offer to hold property in escrow for you or any other party in connection with any purchase or sale arising from the use of the Site or our services.

 

Pricell permits you to use the Site for the services in accordance with this user agreement. You may not use the Site or the services for any other purpose. The users agree not, without proper written authorization, to use our intellectual property nor the intellectual property of any third parties with whom we have partnerships with.

 

Pricell may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Site which include but not limited to the scope of service, time of service, or to the software/hardware required for access into the Site.

 

C.    What you Agree to as a Condition of Using the Site

You agree to:

- provide, at your sole cost, your own access to the World Wide Web and procure and maintain all equipment that is necessary in order to access
the World Wide Web and use the Site, including but not limited to a computer and a modem.

- register an account and provide us with current, complete and accurate information requested. Your registration constitutes consent to use any personal information which you provide us in such registration.

- maintain the confidentiality of your account information, including any usernames and password, and be responsible for all activities performed under your passwords including charges and fees for services, and all liability for unauthorized or prohibited use.

- ensure that any listings, postings, information, data, documents or materials entered into or created on the Site are accurate, reliable, complete and do not offend our content policies. 

- use the Site and our services for the purposes that they were intended and agree to pay all charges in connection with the use of such services.

- comply with all applicable laws, including laws which relate to the purchase and sale of property in your jurisdiction.

- comply with any rules, policies and guidelines which we may publish from time to time, and not use the site for any prohibited use.

- pay and perform your obligations to any seller or buyer with whom you agree to purchase or sell a website using the services.
 

D.    Prohibited Use

The users shall access the Site for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.

 

You agree that you may not:

•  

- submit, list, publish, post, upload, distribute, provide or enter any material, content, posting, email, information, website or link that is illegal, unlawful, infringing on the rights of others, personally identifies another individual, or can be regarded as fraudulent,   libellous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.

- use any means to restrict or prevent another user from accessing or enjoying the Site.

- submit, publish, post, upload, distribute, provide or enter any unlawful, unsolicited, unauthorized or annoying material to other persons through the use of the Site, or send any promotional materials, advertise, engage in phishing, spamming, sending out of chain   letters or engage in any form of improper solicitation.

- use the Site or promote any listings in a way that infringes upon the copyright, trade-marks or other rights of any other party.

- obtain introductions to purchasers or sellers via the Site and then proceed to transact the purchase and sale privately without notifying Pricell.

- submit, publish, post, upload, distribute, provide or enter material or listings into the Site that you know or ought to know infringes on the intellectual property of others.

- submit, publish, post, upload, distribute, provide or enter material or listings into the Site that are contrary to any applicable law, statute, or regulation or that promote or engage in any activity which is contrary to any applicable law, statute or regulation.

- upload material that places unnecessary load as to affect the performances of the Site.

- use the service or the Site in a manner which could block access to, impair, damage or otherwise disable the Site or any of our servers.

- attempt to gain unauthorized access to the Site or to any other user’s accounts, computer Sites or networks through password miming, keystroke logging, hacking or any other means.

- upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer.

- use any scraper, robot or spider or other automated means of accessing the Site.

- use the Site or services if you are under the age of majority in your jurisdiction.

- operate your user account under a separate identity, transfer your account to a third party or permit the use of your user account by any person other than you.

- make any comments in any public forum or blog operated on the Site which are negative, are prohibited, are libellous or allege fraud or criminal activity.

- except as permitted, promote any commercial interest, falsify or delete any information on the Site, collect personal information without express authority to do so, create a false identity or utilize the Site under false pretences.

E.    Buying and Selling

Listing

If you are a registered user, you may post a listing on the Site in accordance with the listing guidelines. You may offer to sell your listing by auction or direct sale. Once you post a listing, we may publish it on the Site. You may withdraw the listing at any time prior to accepting any bid or offer for your website. While your listing is active, you agree not to offer your website for sale through any other internet based service. We are under no obligation to publish your listing and will not do so if it does not comply with our listing guidelines or otherwise contravenes the terms of this agreement.

Auction Process
 If you are a seller, you shall set a one-time confidential reserve price which shall be equal to or greater than any minimum bid price. The reserve price may be raised only prior to the deposit of any bids and may be lowered at any time.

You may also set a one-time immediate purchase price (IPP) which must be equal to or greater than the reserve price. If a buyer bids the IPP, then the seller must accept or reject the bid prior to accepting or rejecting any other bid of equal or lower value. If the seller does not receive a bid higher than an outstanding IPP bid within 72 hours the IPP bid shall be deemed to be accepted.

Buyers may make bids in respect of an auction listing. Bids are binding irrevocable offers to purchase and if accepted as the winning bid, the buyer agrees to purchase the website which it bid upon. The seller may in its discretion accept or reject such bids. If not accepted, a bid expires within 72 hours after it is made and is deemed to be rejected. A bid also expires if a higher bid is placed and is accepted by a seller. A seller is under no obligation to accept any or the highest bid. No bid is valid until accepted by a seller.

The auction terminates upon the later of its expiry and the acceptance, rejection or expiry of all outstanding bids.

If you are a seller and have accepted a winning bid, you are legally obligated to complete the transaction and sell your listed website to the buyer.

Bids are anonymous to all users other than the seller. Acceptance or rejection of a bid is final and irrevocable.

Direct Sale Process

Buyers may make offers to purchase a direct sale listing. Any offer made is a binding offer to purchase and if accepted the buyer agrees to purchase the website subject of the offer. The listing seller may accept such offers. If the seller accepts such offer then seller has agreed to a binding purchase and sale at the price agreed to. Any offers of the buyer which have not been accepted by the seller may be withdrawn prior to their acceptance. Any offers of buyer will lapse and expire if not accepted within 72 hours of any such offer.

The seller may establish a confidential minimum sale price.

 

Purchase and Sale

Upon acceptance of a winning bid or offer, the buyer’s contact information will be communicated to the seller. Buyers and sellers who agree to purchase and sell a website, respectively, must negotiate and agree to the terms and conditions of sale at or prior to the completion of the purchase and sale. You may choose our basic form of sales aggrement as a starting point for a sales agreement. If you wish to use this document as the basis for your contract with the other party, you agree to provide this agreement to your professional legal advisors for review to finalize a formal agreement of purchase and sale. We provide no warranty as to suitability for specific use or fitness for purpose of this form of agreement, nor as to its legality or enforceability in your jurisdiction. In all events, your independent legal counsel must advise you on the appropriate documentation to complete your purchase and sale. If you use this sales agreement, you do so entirely at your own risk, acknowledging that you have had the opportunity to obtain independent legal advice, and hold us harmless for any liability or obligation arising from such use. We expressly do not purport to provide you with any financial, legal or other advice in connection with your use of the Site, the services or any purchase or sale which results from your use of the Site.

 

Users’ Representations and Warranties:

You represent and warrant that:

 

You are a registered user, are of at least 13 years of age, possess not more than one user account, and your account information is current and correct.

If you are listing a website for sale, your listing is not a subdomain, and your listing includes all domain names relating to the website, all files, content, software and source code, tools, embedded components, copyright, logos, trade-marks, graphic images, text, animation, music, video, intellectual property rights and other rights and required licences pertaining to such website.

You have not submitted, published, posted, uploaded, or distributed and material, content or website listing that infringes or which you reasonably ought to know infringes on the intellectual property rights or other rights of third parties.

If you are listing a website for sale, you have full unencumbered right and title to sell, assign and transfer the website, its domain name, all files, content, software and source code, tools, embedded components, copyright, logos, trade-marks, graphic images, text, animation, music, video, intellectual property rights, accounts receivable, income streams, agreements (including any hosting agreements, service provider agreements, certifications or other third party agreements) and all other rights and required licences pertaining to such website, without any requirement for consent or licences from any other party, or if required, then all necessary consents and licences have been obtained without qualification.

If you are listing a website for sale, you have disclosed in the listing all material information necessary to permit a bidder or offeror to make an informed decision about the value of the website, including any information set out in the listing guidelines, and you have not intentionally withheld or failed to disclose any material information respecting the listed website.

If you are listing a website for sale, the listing does not constitute or engage in a prohibited use as set out above.

If you are bidding or making an offer on a website for sale, you are doing so in good faith and dispose of necessary means to pay the purchase price and fulfill your obligations to the seller.

If you have bid or made an offer on a website for sale, you have not communicated your bid to any party other than the seller.

You are not engaged in any bid-rigging, you have not bid on your own listing and you have not colluded with others to bid on your listing without good faith intent to purchase.

If you are a buyer or prospective buyer, you have conducted necessary due diligence and inquiry into the website that you are considering purchasing in order to properly assess its value to you.

This agreement and any agreement which you enter into with a counterparty constitute binding and valid agreements enforceable against you in accordance with their respective terms.

F.    Fees and Refunds

Pricell does not charge any fee to register as a user on the Site. However, Pricell  will charge a fee for its services. The fees are set out in our fee schudule. Our fees may change from time to time when we update this Agreement. You will be charged the fees which were current at the time of your original listing. We reserve the right to amend or reduce our fees from time to time for temporary promotional purposes. All fees are payable in US dollars. You are responsible for all taxes associated with any purchases and sales made using the services and shall promptly reimburse us for any fees incurred by us in collecting payments from you for your use of the services.

 

Fees paid to Pricell are non-refundable unless otherwise required by law.

 

G.    Copyrights, Trade-Marks and Intellectual Property, and Rights to Content

Pricell owns both the proprietary rights as well as the intellectual property rights to all materials, products, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Site. The technical procedures, processes, concepts and methods of operation that are inherent within the software constitute trade secrets. The usage by users of our software does not constitute sale or transfer of any of such rights such users or users. Without any prejudice to the foregoing, any information or data entered into the Site by the user or otherwise provided for entering into the Site on the users behalf shall at all material times remain the property of the user. However, when you provide us with content, you grant us a non-exclusive, worldwide, perpetual, irrevocably, royalty-free right to use such content.

 

Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screen shots) which you generate as a user using the service. Your use of screen shots is subject to the following:

 

- No screen shots may be used from any beta version of the service unless it has been commercially released to the public;
- the use is for illustrative purposes;
- the use may not imply any endorsement or affiliation by or with Pricell;
- the screen shot does not contain any commentary which may appear to have been attributable to us;
- the screen shot does not contain any third party content; and
- the use does not infringe on any of this user agreement.


Pricell has rights to several trade-marks which it uses in connection with the operation of this site. Pricell does not grant the users any right or license to use the Pricell trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.

 

H.    Updates

Pricell will seek to continuously improve the Site. As such we may remotely update the Site and services with or without a prior notice to the users. The updates may occur automatically or may be caused to occur through operation of prompts that appear on the users interface. The updated version will be subject to the current user agreement and any other additional terms that may also be included in the current terms with or without notice. Pricell may send emails to users explaining the new features of the updated version of the software or may simply post such updates on the most appropriate portion of its website.

 

I.    Suspension and Termination of Service

Pricell may suspend your use of the Site and the services immediately, including during the unexpired term of a listing, without notice in the event of the following, without limitation:

 

• - you have breached, or Pricell reasonably believes that you have breached your obligations under this agreement;

   

• - you have failed to perform your obligations to third parties arising out of your use of the services;

   

• - you have failed to pay or avoided paying fees due under this agreement;

   

• - you are subject to a claim involving the infringement or breach of third party rights;

• - you are using the Site or the services for any unauthorized purpose;

   

• - any other circumstance in which Pricell reasonably determines that your access to the Site should be restricted.

   

Pricell may at in its sole discretion (which it may exercise unreasonably) restrict or block your access to the Site, reinstitute all or restricted access to the Site or impose conditions to any such access prior to reinstituting your permission to use the Site and the services. Listings may be cancelled by Pricell upon suspension without any recourse by you.

 

In addition to the foregoing, Pricell may terminate this agreement and your use of the Site at any time without cause or notice. We may terminate your user account without notice if you breach any of the terms of this agreement. This agreement will be terminated upon you closing your account and, if we have provided you with written notice of a breach or default and an opportunity to cure, upon the expiry of the cure period if the breach or default has not been corrected.

 

Upon such termination, you must immediately cease using the Site indefinitely. Any listings which you have posted will expire upon termination. You will remain liable for all accrued and unpaid fees payable to us and you shall remain liable under any agreements to purchase or sell entered into with any third parties.

 

We may immediately upon termination block your access to the Site.

 

J.    Limitation of Liability

You acknowledge that we are not an auctioneer and that our service consists of providing you with the tools of our Site to enable you post and view websites for sale and to enable you to communicate with a possible buyer or purchaser, to auction off your website, and to effect directly with a third party, a purchase and sale of a website. We do not assist you, nor are we agents in any purchase or sale process. We do nor represent nor warrant, nor do we accept any liability for the truth or accuracy of any representations made by users on our site, nor do we warrant that you will obtain any specific result or outcome as a result of using our Site and the services.

 

You hereby agree to release, remise and forever discharge Pricell and its affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with your use of the Site and the services, including in respect of your interactions or transactions with any other user, to the extent that such release is not prohibited by applicable law. If you are dissatisfied with the Site or find any part of this user agreement unacceptable, then you may choose to discontinue using the services offered through our Site. Except as otherwise set out herein, this is your only recourse.

 

In no event will Pricell or its employees, officers, directors, agents, or suppliers become liable to a user or any other person for any losses, costs, claims, debts, damages, liabilities, loss of use, loss of data, inaccuracy of data, downtime, identity theft, fraud or unauthorized access or use, nor for any special, indirect or consequential, incidental or exemplary damages arising out of or relating to this agreement, the use of the Site, the use of the services, account suspension or cancellation, listing cancellation, viruses, spyware, service provider failures or internet access interruptions, or any information, document, materials, tools, utilities, product or data that relating to the use of the service, whether based in contract or tort or otherwise, even if we have been advised of the possibility of such loss or damage, or such loss or damages were reasonably foreseeable and notwithstanding the sufficiency or insufficiency any remedy provided for herein or in any licence.

 

Nothing in this agreement operates to relieve Pricell any liability from its fraud or its wilful acts that may give rise to liability in tort or contract. In the event that Pricell becomes liable for any liability or damages whatsoever, the user agrees that such damages shall be limited in the aggregate the amount of fees which the user has paid to Pricell in the previous 12 months.

 

Except in the manner provided for in this user agreement, Pricell does not provide any direct or indirect, express or implied warranty that the Site, the services, or any materials, tools, utilities, software or functionality will meet the users’ requirements and expectations, or that the Site will be uninterrupted, flawless, timely, accurate, reliable, secure or error free or that the website will be free of viruses or other harmful elements, or that the errors in the software will be corrected. You expressly acknowledge and agree that you bear all risks associated with using or relying on the Site and its contents.

 

Pricell accepts no responsibility for the accuracy of any listings, information, data, documents or materials entered into or created using the Site. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Site by us neither constitutes our endorsement nor warranty as to the accuracy, timeliness, materiality, completeness or reliability of such information or materials.

 

K.    Indemnity

You agree to hold us harmless and release us from any loss or liability whatsoever that you may incur in relation to the use of the Site and Services, including as a result of the actions or omissions of third parties. You agree to indemnify Pricell for any damages, third party claims or liabilities whatsoever arising from (i) your breach of this agreement; (ii) your use of the Site and services; (iii) activities that occur on or through your account; (iv) third party actions or proceedings; (v) infringement by you of any rights of third parties; (vi) liabilities arising out of termination or suspension of your account or any other user’s account, whether or not you were directly or personally responsible.

 

L.    Privacy, and Ownership and Disclosure of Information

You own all of your business’s private data and all information which you enter and use in connection with our service. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Site. See our privacy policy for more information which is incorporated into this agreement by reference. Notwithstanding the above, Pricell may disclose its customer list to any potential purchaser of all or any portion of its business or assets. Pricell may ask you to provide personal information, including documentation, to verify your identity as a condition to maintaining your account status.

 

M.    Third Party Links and Content

This website may contain links to other websites provided by third parties. Such sites are completely independent of this Site and as we have no control over them and we accept no liability in respect of your use or inability to use them or any of the content of such sites. We likewise accept no liability in respect to any of the products, information, materials or services offered or provided by other organizations listed or linked to this Site, nor do we endorse any of these sites or their products and services. Should the user elect or enter into a binding contract with any such Site, you agree to hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for any liability, claim, injury, loss or damage suffered as a result of the you or any user offering to accept any products or service that are available from those sites.

 

N.    Force Majeure.

Neither party should be held liable for a delay or failure relating to the Site or the services which is caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, computer viruses, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.

 

O.    Severance

All provisions of this user agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of the terms in this user agreement should be determined to be unenforceable the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable.

 

P.    Governing Law and Forum for Resolution of Disputes

This Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit all claims and attorn to the exclusive jurisdiction and venue of the courts located in the City of Toronto, Province of Ontario, Canada.

 

Pricell may at its option choose to resolve any dispute hereunder (excepting claims for equitable remedies, including injunctive relief) pursuant to the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada.

 

R.    Relationship of Parties

Nothing in this agreement constitutes the parties as agents, employers, employees, representatives, partners, subcontractors, representatives or joint venturers of the other.

 

S.    Notices and Electronic Communications

You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use.

 

You may deliver notices to us by email at support@pricell.com We may deliver notices to you by email at the address which you provided us upon registration. Receipt will be deemed to have occurred upon confirmation from the recipient or confirmation from the recipient’s email server that the email has been received.

 

T.    Language

You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only.

 

U.    Waiver

No delay, waiver or release by us of any right in this agreement shall be construed as a continuing ongoing waiver nor shall it be construed as a waiver of other rights or release of subsequent breaches.

 

V.    Assignment

Pricell may assign its rights hereunder without your consent. You may not assign your rights hereunder to any other party without our express consent.

 

W.    Updates

This agreement may be updated from time to time. Any updates of this Agreement take effect within 30 days of the date upon which we notify you by email or other means that the Agreement has been updated.

 

X.    Survival

The provisions of this agreement respecting fees, copyrights, trade-marks and intellectual property, and rights to content, limitation of liability, indemnity, privacy, severance and governing law shall survive for a period of two years following the termination of this agreement.

 

Y.    Entire Agreement

This user agreement and the agreements and policies which are incorporated by reference herein constitute the entire agreement between the parties in connection with the use of the Site and services and supersede all other agreements in any medium.

 

Z.    Consumer Issues

You acknowledge that you intend to use the Site and the service for business purposes and not for individual consumer, household or domestic purposes.