USER AGREEMENT

AGREEMENT. COLINSWORTH LLC ("Colinsworth" or "we") offers you access to our services ("Services") on the following terms and conditions. By accessing Colinsworth's Website (www.colinsworth.com) (the "Website"), by registering to become a member and/or by using our Services, including all of the terms of any agreement linked to this Agreement, which terms are incorporated herein by reference, you accept and agree to abide by the following terms and conditions. If you have any questions, please contact us.

AUCTIONS; COMMERCE. We are not in the business of selling goods. We may offer users the opportunity to purchase products of our partners, affiliates and other users of the Website (each a "Third Party"). If you purchase products from a Third Party, your purchase will be governed by the terms and conditions of the item listing of such Third Party, whether on this Website or another website, in addition to the terms of this Agreement. To the extent the terms, conditions or policies of a Third Party conflict with this Agreement, the terms of this Agreement shall govern. We are not responsible for the terms, conditions and policies of any Third Party and cannot control whether a Third Party will complete the transactions they describe. COLINSWORTH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WHATSOEVER WITH REGARD TO SALES OF PRODUCTS BY ANY THIRD PARTY. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU HEREBY EXPRESSLY ASSUME ALL RISKS, KNOWN OR UNKNOWN, ASSOCIATED WITH YOUR USE OF THE SERVICES AND THIS WEBSITE.

AUTHENTICATION. We offer users an opportunity to obtain a non-monetary appraisal of personal property purchased in auctions on or through our Services in the form of a Certificate of Authenticity. You understand and agree that the scope of any Certificate of Authenticity is limited to confirming that an item listing and description is accurate, and, more specifically, by the terms on the Certificate of Authenticity. The Certificate of Authenticity is invalid if used for any other purpose. We make no representations or warranties regarding any goods or services offered, purchase or sold through this Website. We make no representations or warranties that any item appraised and/or authenticated through use of our Services will realize the appraised value, if any is provided, if offered for sale at auction or otherwise. SELLERS ASSUME ALL RISKS ASSOCIATED WITH SHIPMENT OF ITEMS TO AND FROM APPRAISERS FOR AUTHENTICATION. SELLERS FURTHER ASSUME ALL RISKS ASSOCIATED WITH THE EFFECTS OF ISSUANCE OR REFUSAL TO ISSUE A CERTIFICATE OF AUTHENTICITY BY COLINSWORTH. We may notify other auction websites of the identity of any user and/or item for which an appraisal has been conducted and, in our sole opinion, the item is deemed not to be authentic. You hereby grant to Colinsworth a perpetual nonexclusive, royalty free, worldwide right and license to use, with the right to sublicense, any portion of a Certificate of Authenticity (other than personally identifiable information such as your name, address and email address) in any and all media and by any and all means now or hereafter known or devised for any purpose whatsoever.

USING THE WEBSITE. In using the Website you agree that you will not:
. Use the Website if you are suspended from the Website, are under the age of 18 or otherwise not able to form legally binding contracts;
. Refuse or 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 determine or otherwise authenticate the seller's identity;
. Refuse or fail to deliver items purchased from you, unless the buyer fails to meet the posted terms;
. Take any action that may undermine functions and/or Services of the Website;
. Distribute or post spam, chain letters, or pyramid schemes;
. Manipulate the price of any item or interfere with other listings;
. Circumvent or manipulate our fee structure, the billing process, or fees owed to Colinsworth;
. Transfer your Colinsworth account (including feedback) and user identification(s) or password(s) to another party without our consent;
. Post content or items in an inappropriate category or areas on the Website;
. Distribute viruses or other technology that may harm Colinsworth, or the interests or property of Colinsworth users;
. Copy, modify, or distribute content from the Website; or
. Post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
. Mine, harvest or otherwise collect information about users, including email addresses, without their prior written consent;
. Violate any laws, third party rights, or our policies.


We may limit, suspend, or terminate our service and user accounts, prohibit access to the Website, remove content, and take technical and legal steps to prevent users from accessing the Website or using our Services if we believe a user is creating problems, possible legal liabilities, or violating the spirit of our policies.

FEES; PAYMENT. We charge fees for listing items (Listing Fees) on this Website and for using our authentication service (Authentication Fees). When you list an item or use a Service that requires a fee you will have an opportunity to review and accept the fees before you incur any obligation. We may change our fees from time to time and for promotional events or new Services, and such changes are effective when we post them on the Website. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with your use of the Website 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, including charging other payment methods on file with us, retaining collection agencies and legal counsel for accounts over 90 days past due, and deducting the amount owed from your credit card.

LICENSE. When you give, post or send content to this Website, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the content, in any media now or in the future. Except as otherwise expressly provided in this Agreement, nothing within the Website shall be construed as conferring any license under any of Colinsworth's or any third party's intellectual property rights, whether by implication, estoppel or otherwise.

NO LIABILITY; DISCLAIMERS. You will not hold Colinsworth responsible for the actions or inactions of other users. You acknowledge that Colinsworth is not an auctioneer, but rather a marketplace for the offer, sale, and purchase of items online. Other than providing Services for users of this Website, we are not involved in the exchange transaction between buyers and sellers and we do not transfer legal ownership of items from the seller to the buyer, and nothing in this User Agreement shall modify the governing provisions of New York Commercial Code §2401(2) and Uniform Commercial Code §2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. 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, in accordance with New York Commercial Code §2401(2) and Uniform Commercial Code §2-401(2). 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 buy items, or that a buyer or seller will actually complete a transaction. Further, we cannot guarantee continuous or secure access to our Services, and operation of the Website may be interfered with by numerous factors outside of our control.

In the course of offering our Services, we may take certain actions at your direction and on your behalf, including bidding on an item being auctioned on a Third Party website. You agree to hold Colinsworth harmless against any and all damages you may suffer as a result of such actions by Colinsworth, unless such actions were the result of Colinsworth's intentional misconduct or gross negligence.

COLINSWORTH DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THIS WEBSITE OR ITS SERVER IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL GOODS. IF YOUR USE OF THE WEBSITE OR ITS CONTENT RESULTS IN DAMAGE TO EQUIPMENT OR DATA, COLINSWORTH IS NOT RESPONSIBLE FOR THOSE COSTS.

THE WEBSITE AND ITS CONTENT IS PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND. COLINSWORTH AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, PROPRIETARY OR THIRD PARTY RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. COLINSWORTH AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND/OR LINKS ON THIS WEBSITE.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS WEBSITE, ANY SERVICES, OR WITH ANY OF THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE OR OUR SERVICES. UNDER NO CIRCUMSTANCES SHALL COLINSWORTH BE LIABLE TO ANY USER OR ANY THIRD PARTY ON ACCOUNT OF THAT USER'S OR THIRD PARTY'S USE OF THE WEBSITE OR SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF ANY AND ALL DAMAGES INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND EXEMPLARY DAMAGES, AND ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THIS WEBSITE, THE DELAY OR INABILITY TO USE THIS WEBSITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THIS WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COLINSWORTH HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Regardless of the foregoing, 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.

RELEASE. If you have a dispute with one or more users or Third Parties, including any appraiser affiliated with us, you hereby release us (and our officers, directors, agents, subsidiaries, and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a New York resident, you waive New York Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

ACCESS AND INTERFERENCE. The content on this Website is proprietary or is licensed to Colinsworth by our users or third parties. You agree that you will not use any automated means to access the Website for any purpose without our express written permission. Additionally, you agree that you will not:
. Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; . Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your content) from the Website without the prior written permission of Colinsworth and the appropriate third party, as applicable; . Interfere or attempt to interfere with the proper working of the Website or any activities conducted or Services provided on the Website; or . Bypass measures we may use to prevent or restrict access to the Website.

INDEMNITY. You agree to indemnify and hold Colinsworth (and our officers, directors, agents, subsidiaries, and employees), harmless from any and all claims or demands, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party. You further agree to indemnify and hold Colinsworth (and our officers, directors, agents, subsidiaries, and employees), harmless from any and all claims you may have, including reasonable attorneys' fees, due to or arising out of your use of the Website and/or any Services, including any service provided by any appraiser or appraisal company.

NOTICES. Except as explicitly stated otherwise, legal notices shall be served on Colinsworth's registered agent and in your case to the email address you provide to Colinsworth during the registration process. 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 legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

DISPUTE RESOLUTION. If a dispute arises between you and Colinsworth, our goal is to resolve the dispute quickly. Accordingly, you agree to resolve any claim or controversy at law or in equity that arises out of this Agreement or our Services as follows, or as we may otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution (see Dispute Resolution). The parties agree that any dispute, differences or controversies arising under this Agreement shall be submitted to non-binding, confidential mediation by a private mediator mutually agreed upon by the parties. Such mediation shall be a precondition of bringing suit on this Agreement or initiating arbitration. The parties shall share equally all expenses of mediation. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through a binding non-appearance-based arbitration in accordance with the rules of the American Arbitration Association ("AAA"). In the event a party elects arbitration, they shall initiate such arbitration through the AAA or another established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. Any arbitration of any dispute shall take place in Tompkins County, NY unless otherwise agreed in writing. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction; and (d) any damages or claims relating to the veracity or accuracy of any Certificate of Authenticity shall require the claimant prove such damages or claims by clear and convincing evidence. All claims you bring against Colinsworth must be resolved in accordance with this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed. Should you file a claim contrary to this Agreement, Colinsworth may recover attorneys' fees and costs provided that Colinsworth has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

This Agreement shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Colinsworth must be resolved by a court located in Tompkins County, NY, except as otherwise provided herein. You agree to submit to the personal jurisdiction of the courts located within Tompkins County, NY for the purpose of litigating all such claims or disputes.

PRIVACY POLICY. We do not sell or rent your personal information to third parties. You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. For a complete description of how we use and protect your personal information, see our Privacy Policy.

ADDITIONAL TERMS; CHANGES. Additional policies may be linked to and made part of this Agreement and provide additional terms and conditions related to the Website or our Services in the future. In addition, and to the extent applicable, all policies or agreements governing the use of EBAY shall apply to your use of the Website or Services and any transaction covered by this Agreement. SEE EBAY POLICIES.

This Agreement and the polices listed above may be changed from time to time, which changes take effect when we post them on the Website. When using particular Services on the Website, you are subject to any posted policies or rules applicable to Services you use through the Website. The terms of all policies linked to this Agreement or otherwise applicable to any Service offered by this Website are incorporated herein by reference.

OTHER TERMS. If you reside outside of the United States and registered on this Website, the Services are offered by Colinsworth, LLC, a New York limited liability company. 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. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees; Payment, Release, License, Liability; Disclaimers, Indemnity and Dispute Resolution.