aPazari

aPazari's Terms of Service

November 6, 2007

The following Terms of Service outline your obligations when using the aPazari website. You can also review our Privacy Policy, which outlines our obligations and practices towards handling any personal information that you may provide to us. This Terms of Service is a legal agreement between you and aPazari Corp. ("aPazari") a wholly-owned subsidiary of Nevrocode Inc. ("Nevrocode"), that governs your access to and use of aPazari as a purchaser or seller of merchandise, goods, or services. Please review this entire Terms of Service before you decide whether to accept it and continue with the registration process.

BY CLICKING ON THE "CONTINUE" BUTTON ON THE REGISTRATION PAGE, YOU AGREE TO BE BOUND BY THIS TERMS OF SERVICE.

1. Certain Defined Terms

   The following defined terms appear in this Terms of Service.

   • "You", "you", or "Buyer", or "Seller": A Customer that applies to, or registers to use, or uses, the Service to make Online Transactions.
   • Customer: A person that registers with the Service as a Buyer or a Seller.
   • Seller: A Customer that uses the Service to list items online and receive payment transactions from Buyers.
   • Buyer: A Customer that uses the Service to buy items online and proceed to a binding payment transaction with Sellers.
   • aPazari Marketplace: The web site pages of aPazari, Anamo.eu, aPazari.gr, Anamo.gr, Nevrocode or an aPazari-affiliated or partner company.
   • "Item", "Listing", "Product": Any merchandise, good or service that is listed for sale that a Buyer may purchase using the Service.
   • Purchase Amount: The dollar amount of a finished Listing that the Seller is bound to pay, and any related fees, taxes or shipping charges, as applicable.
   • Service, Site, "aPazari", "we", or "us": The aPazari platform, as described in this Terms of Service, that allowes Customers to trade Items online.

2. Requirements for Registration

   In order to use the Service, you must complete all required information elements on the Service registration web page. You must provide current, complete and accurate information and maintain it as current and accurate. We may require you to provide additional information as a condition of continued use of the Service, or to assist in determining whether to permit you to continue to use the Service.

   We, in our sole and absolute discretion, may refuse to approve or may terminate existing registrations with or without cause or notice, other than any notice required by any applicable law, and not waived herein.

   By agreeing to this Terms of Service, you represent that you are:

   • 18 years old or older; and
   • capable of entering into a legally binding agreement.

   If you are a business entity, you also represent that you are:

   • fully authorized to do business in the country or countries where you operate; and
   • your employees, officers, representatives, and other agents accessing the Service are fully authorized to access the Service and to legally bind you to these Terms of Service and all transactions conducted under your username and password.

3. Permissible Usage

   While using the Service, you will not:

   • post content or items in an inappropriate category or areas on the Site;

   • violate any laws, third party rights, or our policies;

   • fail to deliver payment for items purchased by you, unless the Seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot authenticate the Seller's identity;

   • fail to deliver items purchased from you, unless the Buyer fails to meet the posted terms, or you cannot authenticate the Buyer's identity;

   • manipulate the price of any item or interfere with other user's listings;

   • circumvent or manipulate our fee structure, the billing process, or fees owed to aPazari;

   • post false, inaccurate, misleading, defamatory, or libelous content (including personal information);

   • take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Service or for using it for purposes unrelated to aPazari);

   • transfer your aPazari account (including feedback) and Username to another party without our consent;

   • distribute or post spam, chain letters, or pyramid schemes;

   • distribute viruses or any other technologies that may harm aPazari, or the interests or property of aPazari users;

   • copy, modify, or distribute content from the Serice and aPazari's copyrights and trademarks; or

   • harvest or otherwise collect information about users, including email addresses, without their consent.

4. Limitations on the Use of Service

   We do not warrant that the functions contained in the Service will be uninterrupted or error free, and we shall not be responsible for any service interruptions (including, but not limited to, power outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions or the Service).

   We may limit or suspend your use of the Service at any time, in our sole and absolute discretion. If we suspend your use of the Service, we will attempt to notify you by electronic mail. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time. Suspension of your use of the Service will not affect your rights and obligations pursuant to this Terms of Service arising before or after such suspension.

5. Username and Password Information

   You are responsible for:

   1. maintaining the confidentiality of your username and password,
   2. any and all transactions by persons that you give access to or that otherwise use such username or password, and
   3. any and all consequences of use or misuse of your username and password.

   You agree to notify us immediately of any unauthorized use of your username or password or any other breach of security regarding the Service of which you have knowledge.

   If Buyer is a business entity, Buyer agrees that all officers, employees, agents, representatives and others having access to the username and/or password shall be vested by Buyer with the authority to use the Service and legally bind Buyer. Buyer shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by Buyer, that access the Service using Buyer's user name and password.

6. Privacy

   We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the Service's Privacy Policy. We view protection of users' privacy as a very important community principle. We store and process your information on computers located in the United Kingdom that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by logging-in to your account. For a complete description of how we use and protect your personal information, see the aPazari Privacy Policy.

7. Use of Electronic Communications

   We may communicate with you regarding the Service by means of electronic communications, including (a) sending electronic mail to the email address you provided during registration, or (b) posting notices or communications on the aPazari Web Site. You agree that we may communicate with you by means of electronic communications the following: this Terms of Service (and revisions or amendments), notices or disclosures regarding the Service, and any other matter relating to your use of the Service.

   You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Electronic communications shall be deemed received by you when we send the electronic communication to the email address you provided at the time of registration or as revised by you thereafter in accordance with this Terms of Service, or when we post the electronic communication on an aPazari Web Site.
   
   For those communications or records that we are otherwise required under applicable law to provide in a written paper form to you, you agree that we may provide such communications or records by means of electronic communications. The following additional terms will apply to such electronic communications: (a) you may contact us through the Service contact page to request another electronic copy of the electronic communication without a fee; (b) you may request a paper copy of such an electronic communication, and we reserve the right to charge a fee to provide such paper copy; (c) you may contact us through the contact page to update your registration information used for electronic communications or to withdraw consent to receive electronic communications; and (d) we reserve the right to terminate your use of the Service if you decline or withdraw consent to receive electronic communications from us.

8. Service Fees

   Joining aPazari and bidding on listed items is free. We do charge fees for using other services, such as advertising. When you list an item or use a service that has a fee you have an opportunity to review and accept the fees that you will be charged, which we may change from time to time. We may choose to temporarily change the fees for our services for promotional events (for example, free advertising days) or new services, and such changes are effective when we post the temporary promotional event or new service on the Service Web Site.

   We do not charge a fee to use the Service as a Buyer or as a Seller. The financial institution that issues your Payment to the other trading partner may charge a fee in connection with the transaction you have. You should consult the terms and conditions governing your financial institution for more information about any such fees.

   Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Service in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms.

9. User Generated Content

   When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.

10. Liability & Disputes

    You will not hold aPazari responsible for other users' actions or inactions, including things they post. You acknowledge that we are not a traditional auctioneer. Instead, the Service  is a venue to allow anyone to offer, sell, and buy just about anything, at anytime, from anywhere, in a variety of pricing formats and venues, such as fixed price formats and auction-style formats. We are not involved in the actual transaction between Buyers and Sellers. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of listings, the ability of Sellers to sell items, the ability of Buyers to pay for items, or that a Buyer or Seller will actually complete a transaction.

    We do not transfer legal ownership of items from the Seller to the Buyer, and nothing in this agreement shall modify this position. Unless the Buyer and the Seller agree otherwise, the Buyer will become the item's lawful owner upon physical receipt of the item from the Seller. Further, we cannot guarantee continuous or secure access to our Service, and operation of it may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our Service. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

    Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.

    We will provide various tools to assist Customers in communicating with each other to resolve a dispute that may arise between Buyers and Sellers with respect to their transaction. If Customers are unable to resolve a dispute, we can mediate disputes between buyers and sellers if either party requests assistance. If this occurs, we will review the dispute and propose a non-binding solution, if appropriate.

    We offer a feedback or in the future may use another ranking system on the Service to assist you in evaluating other Customers of the Service. You acknowledge that any such feedback or ranking system represents solely the opinion of other Customers of the Service, and is not an opinion, representation, or warranty by aPazari with respect to other Customers of the Service.

    You agree to release, aPazari, Nevrocode, and other aPazari affiliates, and their agents, contractors, officers and employees, from all claims, demands and damages (actual and consequential) arising out of or in any way connected with a dispute. You agree that you will not involve aPazari in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement with any Seller, other Buyer, advertiser or other third party in connection with the Service. If you attempt to do so, (i) you shall pay all costs and attorneys' fees of aPazari, Nevrocode, and other aPazari affiliates.

11. No Agency

    No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

12. Indemnification

    You agree to indemnify, defend and hold harmless aPazari, Nevrocode, and their, subsidiaries and other affiliates, and its and their directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively "Indemnified Parties") from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorneys fees, including without limitation attorneys fees and costs incurred by the Indemnified Parties arising out of, related to, or which may arise from: (i) your use of the Service; (ii) any breach or non-compliance by you of any term of this Terms of Service or any of aPazari's policies; (iii) any dispute or litigation caused by your actions or omissions; or (iv) your negligence or violation or alleged violation of any law or rights of a third party.

13. Disclaimer of Warranties

    THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, APAZARI, NEVROCODE, AND THEIR SUBSIDIARIES AND OTHER AFFILIATES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS (COLLECTIVELY, "APAZARI PARTIES"), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICE OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICE. EACH APAZARI PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE APAZARI PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. THE APAZARI PARTIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE TRADE TRANSACTIONS OR THE SERVICE.

14. Limitations of Liability

    IN NO EVENT SHALL ANY APAZARI PARTY BE RESPONSIBLE OR LIABLE TO BUYER OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY APAZARI PARTY OR THE SERVICE, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE APAZARI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT SHALL THE APAZARI PARTIES' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE NET FEES APAZARI HAS ACTUALLY RECEIVED AND RETAINED FROM THE CUSTOMER'S VALID PAYMENT TRANSACTIONS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Terms of Service relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. In addition to and without limiting any of the foregoing, no aPazari Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.

15. Jurisdiction; Governing Law

    This Terms of Service shall be governed by the laws of Greece, and applicable federal European Union laws. Each party agrees to submit to personal and exclusive jurisdiction of the courts located in Thessaloniki Perfecture, Greece. The parties specifically exclude from application to the Terms of Service the United Nations Convention on Contracts for the International Sale of Goods. In case of Greece's insubordination to EU directives, regulations, orders or any other mandatory legislative acts, this Terms of Service is bound by the EU's adopted law.

16. Notice

    In addition to the electronic communications authorized under the Section entitled, "Use of Electronic Communications", statements, notices and other communications to Buyer or Seller may be made by mail, email, postings on the aPazari Web Site or other reasonable means. We may also provide notices of changes to the Terms of Service or other matters by displaying links to notices on the aPazari Web Sites. Notice to aPazari may be made by mail to:

    Nevrocode Inc.
    Attn: aPazari
    206 Podou Proektasi
    Agios Ioannis, Kalamaria, GR/EU 55132

17. Other Provisions

    The failure of aPazari to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of this Terms of Service shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Terms of Service shall otherwise remain in full force and effect and remain enforceable between the parties. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Terms of Service, including aPazari's policies governing the Service referenced herein, constitutes the entire agreement between aPazari and Customer with respect to Customer's use of the Service. This Terms of Service is not intended and shall not be construed to create any rights or remedies in any parties other than Customer and aPazari, Nevrocode, and other aPazari affiliates which each shall be a third party beneficiary of this Terms of Service for Customers, and no other person shall assert any rights as a third party beneficiary hereunder.