LabX User Agreement

Document Name: LabX User Agreement
Document Date: October 9, 2001
Revision Date: January 30, 2009

The following document defines the terms on which LabX offers service access and under no circumstances can these terms and conditions be altered without the written consent of a LabX authorized officer.

This agreement may be modified by LabX at any time without notice and it is the deemed responsibility of the users of LabX to check periodically for modifications.

1. Membership Eligibility
LabX offers its services only to individuals who are able to enter into legally binding contracts. LabX does not offer services to minors or to users who have been temporarily or permanently suspended from using LabX for any reason. Further, LabX may refuse services to individuals or entities which, at the sole discretion of LabX, have been determined to pose harm or detriment to the LabX website.

2. Fees and Services
LabX offers many services at no charge. These services include but are not limited to browsing, searching, registering, and bidding. A schedule of our services and fees may be found at LabX Fee Schedule. We reserve the right to modify our fee schedule at any time without advance notice. Notification of any charges to your account will be sent before they are incurred. All fees for LabX services are quoted in U. S. Dollars. Users are responsible for paying all fees and any applicable taxes incurred while using LabX services.

3. LabX is a Media and Classified Advertising Service and Does Not Take Any Title to Goods

3.1 Listings and LabAuctions Although LabX provides a forum for buyers and sellers to negotiate a price and purchase used and surplus laboratory equipment, LabX is not a traditional auctioneer. LabX acts as a media service which allows anyone to offer, sell, solicit a purchase, and buy anything related to the laboratory, medical, or test/measurement areas, at any time, from anywhere around the world, in many different formats, including but not limited to a fixed-price format, an auction-style format (commonly referred to as a "LabAuction"), and an equipment-wanted format. LabX is not and will not become involved in the actual transaction between buyers and sellers. Subsequently, LabX can exercise no control over the quality, safety, or legality of the items advertised. LabX also has no ability to verify the truth or accuracy of the listings, the ability of the sellers to sell items, or the ability of the buyers to buy items. WE CANNOT ENSURE THAT A BUYER OR A SELLER WILL COMPLETE A TRANSACTION.

3.2 User Authentication. Due to the anonymous nature of the Internet, it is difficult and sometimes impossible to confirm each user's purported identity. To that end, LabX has established a user- initiated rating system to help evaluate buyers and sellers. LabX also encourages communication directly with potential trading partners through the tools available on our site. To add an additional level of security to any transaction, LabX recommends the use of a third-party payment service or escrow provider when conducting a transaction with an unknown individual or company.

3.3 Release. LabX provides only the "service" which allows buyers and sellers to connect. LabX is not involved in the actual transaction. In the event that a dispute erupts with one or more users, LabX (its officers, directors, agents, employees, and subsidiaries) is released 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 connection with such disputes.

3.4 Information Control. LabX does not control the information provided by any user and made available through the LabX system. Please be aware that other users' information may be found to be offensive, harmful, inaccurate, or deceptive. Exercise caution, common sense, and safe trading practices when using the LabX website. Please note that there are also risks of dealing with underage persons or people acting under false pretenses. Additionally, there may be risks when dealing with international trade and foreign nationals.

4. Bidding and Buying

4.1 Criteria for Bidding. LabX relies on e-mail communication to disseminate information concerning the results of the LabX LabAuction. In order to efficiently communicate this information, all user accounts must have a valid e-mail address. To confirm the validity of this address, LabX sends a bid activation link via e-mail upon registration. To complete the bid registration process and become eligible for bidding on any LabAuction, simply click on the link contained within the message sent by return e-mail.

4.2 Bid Responsibly. LabAuction is a tool that allows buyers and sellers to negotiate a price and consummate a sale online. Bid responsibly. Online auction services are binding; therefore, should a bid be declared the "winning bid," the winning bidder is obligated to complete the sale.

4.3 Binding Bids. When a bid is declared the "winning bid" in any LabAuction, the "winning bidder" is obligated to complete the transaction with the seller of the item unless the transaction is prohibited by law or by this agreement or if the seller agrees to release the bidder from this agreement. By bidding on any item, a user agrees to be bound by the conditions of sale included in the item's description so long as those conditions are not in violation of this agreement or unlawful.

4.4 Bid Retraction. A bid may not be retracted from a LabX auction except in extraneous circumstances. A written request must be submitted to LabX in the event a user wants to retract a bid. It is the bidder's responsibility to resolve any uncertainties concerning the condition of the item, terms of sale, terms of shipment, and methods and terms of payment prior to submitting any bids.

4.5 Proxy Bids. *Effective June 7th, 2005 LabX has enabled proxy bidding which allows buyers to place a confidential maximum bid to which they are willing to spend on an auction item. The LabX servers will automatically increment the bid up to the maximum specified in the proxy until the auction is won, or until the maximum bid has been reached.

4.6 Live Bid. LabX allows bidders to compete against each other for an item in the interactive real-time LiveBid forum. It is the responsibility of the bidder to verify that the LiveBid page is updated on a regular basis to ensure that the bidder's computer has received all of the information that the LabX server has sent concerning the auction activity. The LiveBid process may be interrupted by any number of factors beyond the control of LabX. As may be the case, the current bid price and time may not be accurate due to the nature of your web browser, computer configuration, and Internet communication connection.

4.7 Shill Bidding. Manipulation of the final price during an auction to benefit the seller is a process known as shill bidding. Shill bidding is strictly prohibited at LabX and is punishable by revocation of your LabX privileges. Any bidder who does not intend to purchase an item is strictly forbidden from bidding on that item. If shill bidding is suspected please report your suspicion to LabX by e-mail at help@labx.com.

4.8 Bid Shielding. Bid Shielding is a strategy used to deter others from bidding on an item in an attempt to manipulate the price in favor of the buyer. In a Bid Shielding scheme, the bidder places two bids in succession - one an increment above the minimum bid and one at an unreasonably high level. At the last minute, the bidder then attempts to retract the high bid, leaving the bidder with an artificially low winning bid. Bid Shielding is prohibited at LabX and may result in the revocation of the bidder's LabX privileges.

4.9 Fraud. In addition to other penalties, LabX may suspend or terminate a user account if fraud is suspected. Any reports of fraudulent behavior on LabX are taken very seriously and thoroughly investigated.

5. Listing and Selling

5.1 Listing Description. All users must be legally able to sell any item(s) posted for sale on the LabX.com website. A full description of the item, including all terms of sale, should be included on the listing page. Listings may include text descriptions, graphics, pictures, and other content relevant to the sale of that item. All listed items must be listed in an appropriate category. If no category is selected, LabX will categorize each classified advertisement or auction as it deems appropriate.
5.1.1 Hyperlinks. The use of a hyperlink in any LabX listing (For Sale, LabAuction, Announcement) is exclusively reserved for LabX Advertising Sponsors. LabX will automatically include a hyperlink for all sponsors in their posted ads. Sponsors who have a specific need to include an additional hyperlink in their ad should contact their LabX sales representative for details. Wanted Ads are not permitted to have hyperlinks in them from any sponsor or non-sponsor. Any hyperlinks submitted by non-sponsors into LabX listings will be removed without notice. For more information about the use of hyperlinks in your ads contact LabX Customer Support.

5.2 Binding Bids. If a bid is received at or above the stated minimum price, the seller is obligated to complete the transaction with the highest bidder upon the auction's completion unless there is an exceptional circumstance. Such exceptional circumstances include, but are not limited to, failure of the buyer to meet the specified terms in the listing, or inability to authenticate the buyer's identity.

5.3 Shill Bidding or Price Manipulation. Bid manipulation is prohibited. If LabX determines that a user has manipulated or attempted to manipulate the final sale price of any item, that user will be immediately suspended from the LabX system without notice.

5.4 Fraud. In addition to other penalties, LabX may suspend or terminate a user account if fraud is suspected. Any reports of fraudulent behavior on LabX are taken very seriously and thoroughly investigated.

5.5 Cancellations and Refunds. As the seller of an item, withdrawal of any item from an auction is only acceptable if the item has been damaged or stolen in the period between the initial listing date and the date of the close of the auction, or if the condition or description has been inadvertently misrepresented in the auction text. It is not acceptable to withdraw an item from the auction forum prior to the close of the auction to accommodate alternate sales arrangements. Under no circumstances is a bidder permitted to offer to purchase the item immediately except in cases where the Auction Stop feature is utilized. Refunds for cancelled advertisements will be made according to the following refund schedule:

5.5.1 LabAuctions. Credit will be awarded for a cancelled LabAuction if deleted within three (3) hours of posting.

5.5.2 All Other LabX Classified Ads. Credit will be awarded for any ad cancelled in writing, if you submit your request to cancel the advertisement to help@labx.com within 24 hours of posting the advertisement. LabX will process all cancellation requests regardless of the time frame in which they were received; however, credit will only be refunded to those classified advertisements whose request was received within 24 hours of the original posting.

6. Solicitation And Interference
The LabX system encourages the open exchange of all types of industrial and scientific equipment, supplies, and other artifacts. Use of the LabX system to solicit against the interests of LabX and its users is prohibited. LabX users who solicit in the following ways will be liable for damages suffered by LabX:

6.1 Auction Interference. Any buyer or seller who solicits the premature closing of a LabAuction by offering to purchase the item at a higher price than the current bids will be suspended from the LabX system.

6.2 Auction Interruption. Any user who solicits an advertiser on LabX to remove his/her listing from the LabX system to post on a competitive system will be suspended from the LabX system.

6.3 Solicitation Against LabX. Any user who mines the LabX system to refer our users to competitive websites will be suspended from the LabX system.

6.4 Fair Access. A user or company can make up to ten (10) e- mail ad inquiries per day or 25 e-mail ad inquiries per seven (7) day period. Companies with multiple user accounts are also limited to ten (10) e-mail ad inquiries per day or 25 e-mail ad inquiries per seven (7) day period from all their user accounts combined. LabX processes e-mail from thousands of different users per month and our fair use policy (ten inquiries per day - 25 per week) meets the needs of over 99.9% of LabX e-mail users.

7. LabX Wanted Ads
LabX is a forum dedicated to serving the needs of scientific, medical and test/measurement users all around the globe. In an effort to help users locate equipment which is obsolete or "hard to find," LabX has established this free service for this purpose. This service is limited for use as follows:

7.1 Non-commercial Use. The LabX Wanted Ads are not to be used to promote traffic to another website or to promote a business endeavor. LabX Wanted Ads are to be used by individuals or companies looking to find an instrument, accessory, or part for their own use. Wanted Ads are not for use by companies looking to obtain instruments or equipment for immediate resale or for repair and resale. Any Wanted Ads which are overtly commercial or perceived to be commercial by LabX will be removed from the LabX system without notice. Vendors are encouraged to use the LabX Announcement ads or purchase a Various Items Wanted ad to locate equipment for resale.

7.2 Relevant Requests. The LabX Wanted Ads are limited in scope. Ads must pertain to requests for scientific, medical, or test/measurement instruments, equipment, accessories, parts, or supplies. Any advertisement which does not meet this criterion will be removed from the LabX system without notice.

7.3 All Rights Reserved. LabX reserves all rights to approve or decline a Wanted Ad for any reason it deems appropriate without explanation or notice.

8. Personal Information

8.1 Definition. "Personal Information" is defined as any information provided during the registration, bidding, or listing process, in any public message area, or through any e-mail feature. Users are solely responsible for all personal information, and LabX acts as a passive conduit for online distribution and publication of the user's personal information.

8.2 Restrictions. Personal Information (or any items listed): must be explicitly and implicitly accurate; must not be fraudulent; must not be illegal; must be appropriate and pertinent to the subject matter of the LabX.com website; and must not contain any hyperlinks to locations outside of the LabX.com site without prior authorization from LabX or in cases in which this information is specifically requested by LabX. LabX reserves the right to modify or remove any information from the site for any reason it deems necessary.

9. Access and Interference
It is agreed that there will be no use of any robot, spider, other communication device, or manual process to monitor or copy LabX web pages or the content contained herein without prior expressed written permission from LabX. It is agreed that use of any device, software, or routine to interfere or attempt to interfere with the proper working of the LabX site or any auction being conducted is prohibited. It is agreed that no action will be taken that imposes an unreasonable or disproportionately large load on LabX infrastructure. Much of the information on the LabX site is updated on a real-time basis. It is agreed that no user shall copy, reproduce, alter, modify, create derivative works, or publicly display any content from the LabX website without the prior expressed written permission of LabX or the appropriate third party.

10. Feedback
The LabX User Rating system has been implemented to assist users when evaluating potential trading partners. Currently, the LabX User Rating System allows only the declared winner of a LabAuction and the seller to rate each other and only if a transaction has been completed. In the event that a transaction has not been completed, it is forbidden to submit feedback about the transaction, and the incomplete transaction should be entered appropriately in the "Incomplete Transaction" area. The LabX User Rating System also allows each member to respond to any feedback submitted. It is agreed that by using the LabX User Rating System, no action will be taken which will undermine the integrity of the LabX User Rating System. LabX cannot moderate or verify any information that is submitted via the user rating system. Once a user has submitted feedback to LabX via the appropriate form, these remarks and ratings are permanent and will not be removed or modified by LabX except under very specific circumstances.

11. Non-compliance
In addition to other potential penalties, LabX may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate membership and refuse to provide services if: (a) there is a breach of this Agreement or the documents to which it refers; (b) LabX is unable to verify or authenticate any information provided; (c) LabX believes that a user's actions may cause legal liability.

12. Privacy
LabX understands that our buyers and sellers are central to our continued success. From time to time, we may use your information to send you e-mail and other communications about our LabX service or on behalf of third parties where it supports the activities of our users. When you provide information to this site, you will be given an opportunity to "opt out" of our sending you offers on behalf of third parties. In addition, each of these communications will include instructions for opting out of receiving future third party offers from us. You may also opt out of receiving third party offers from this Web Site at any time on the “My LabX” page of this Site or by sending us an e-mail. In rare instances, LabX may be compelled to provide information to law enforcement authorities in the event that illegal activity has occurred or is suspected to have occurred in connection with the LabX.com website. To review our current privacy policy see: LabX Privacy Notice.

13. Additional Legal Information

13.1 No Warranty. LabX and its suppliers provide its website and services "as is" and without any warranty or condition, expressed, implied or statutory. LabX and its suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

13.2 Liability Limit. In no event shall LabX or our suppliers be liable for lost profits or any special, incidental, or consequential damages arising out of or in connection with the site, the services, or this agreement (however arising, including negligence).

13.3 Indemnity. It is agreed to indemnify and hold LabX and (as applicable) its parent, subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of any breach of this Agreement or the documents to which it refers, or violation of any law or rights of a third party.

13.4 Legal Compliance. All users shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding the use of this service and bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.

13.5 No Agency. All users and LabX are independent contractors, and no agency, partnership, joint venture, employer- employee, or franchiser-franchisee relationship is intended or created by this Agreement.

13.6 Notices. Except as explicitly stated otherwise, any notices shall be given by certified postal mail to LabX, ATTN: Legal Department, P. O. Box 216, 478 Bay Street, Midland, Ontario, Canada, L4R 1K9 (in the case of LabX) or to the e-mail address the user provides to LabX during the registration process (in the user's case). Notice shall be deemed given 24 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, LabX may give notice by certified mail, postage prepaid and return receipt requested, to the address provided to LabX during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

13.7 General. This Agreement shall be governed in all respects by the Province of Ontario as such laws are applied to agreements entered into and to be performed entirely within Ontario between Ontario residents. LabX does not guarantee continuous, uninterrupted, or secure access to services, and operation of the site may be interfered with by many factors beyond LabX's control. 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. It is agreed that this Agreement and all incorporated agreements may be automatically assigned by LabX, in sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purpose only and in no way define, limit, construe, or describe the scope or extent of such section. LabX's failure to act with respect to a breach does not waive the right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between parties with respect to the subject matter hereof.

13.8 Disclosures. The services hereunder are offered by LabX, located at P. O. Box 216, 478 Bay Street, Midland, Ontario, Canada, L4R 1K9.

14. Additional Terms

14.1 Privacy Policy. Our Privacy Policy is available for your review at LabX Privacy Notice. LabX may change our Privacy Policy from time to time without notice.

14.2 Outage Policy. Our Outage Policy is available for your review at LabX System Outage . LabX may change our Outage Policy from time to time without notice.

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