Biotech Domain Name Auction - Terms of Use Agreement

Limited Run Auction - October 1 - December 14, 2001 - Don't Miss It!

International Research Center ("IRC") offers this Biotech Domain Name Auction ("Biotech DNA") and maintains an associated website (our "Site") as a service to its customers and the companies, businesses and organizations they represent (collectively, "you"). This Terms of Use Agreement ("Agreement") describes the terms and conditions applicable to your participation in IRC's auction (the "Auction") commencing on October 1, 2001 of various Internet domain names organized into a number of auction lots and listed at http://www.researchedge.com/BiotechDNA/lots.html. Your bidding on any of the available lots constitutes your representation to IRC that you are over 18 years of age, that you may legally enter into this Agreement, and that you agree with the terms of the Agreement. If you do not agree to this Agreement, you should not use the Site or bid in the Biotech Domain Name Auction. IRC may modify this Agreement from time to time, and post those modifications on the Site. Your continued use of the Site or submittal of Auction bids after any such modification constitutes your acceptance of the modified Agreement. IRC may terminate this Agreement, including all your rights hereunder, at any time upon notice, with or without cause. If you wish to be notified of any modifications to this agreement by email, please email irc@researchedge.com with your request providing a valid email address. You understand and agree that you shall be bound by all such modifications, if any, regardless of whether you request such updates by providing us your email address.

1. ELIGIBILITY
The Auction is available only to those companies and individuals whom IRC has qualified to participate in the Auction as described in SECTION 2 ("REGISTRATION AND QUALIFICATION") ("Auction Participants"). Bids (as defined in Subsection 4.1 ("Bids")) will only be accepted by those companies and individuals that can form legally binding contracts under applicable law. If IRC has not qualified you as an Auction Participant, you may not participate in the Auction.

2. REGISTRATION AND QUALIFICATION
All potential Auction Participants ("Applicants") must register with IRC by executing a "Registration and Qualification Form" located at http://www.researchedge.com/BiotechDNA/register.html. As part of the qualification process, IRC may request that an Applicant submit to IRC one or more of the following: (a) Authorization and authentication of credit card account information and authorization to make charges on such card in an amount sufficient to cover the total of all bids submitted and permission to place credit hold on the account for such amounts; (b) For U.S.-based public companies traded on either the New York Stock Exchange or NASDAQ, an executed purchase order in the amount of at least ten thousand dollars ($10,000), along with authorization to IRC to increase such amount in an amount sufficient to cover the total of all bids submitted by the company; (c) proof of the Applicant's ownership of a letter of credit in the amount of fifty thousand dollars ($50,000), or some other amount as IRC may require; or (d) any other information or form of payment IRC may request. An Applicant shall not be qualified to participate in the Auction until IRC acknowledges to the Applicant, either via email or other writing, that IRC has qualified the Applicant to become an Auction Participant. All qualification is subject to the sole discretion of IRC. IRC reserves the right to exclude any entity from the Auction.

3. YOUR INFORMATION
"Your Information" is defined as information you provide to IRC in the registration, qualification, bidding, and transfer process. You are solely responsible for ensuring that Your Information is accurate. Your Information: (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent; and (c) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer program routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. IRC's use of Your Information is governed by IRC's Privacy Policy located at http://www.researchedge.com/privacy.html.

4. BIDDING AND TRANSFER

4.1 Bids
During the Auction, Auction Participants may make an initial or subsequent offer to purchase one or more of the domain name lots listed for sale at http://www.researchedge.com/BiotechDNA/lots.html (the "Domain Name Lots" or "Lots") by sending a facsimile of a completed bid form (available online at http://www.researchedge.com/BiotechDNA/bid.pdf) to IRC at 602-470-0389 or electronic mail to info@researchedge.com. Such a facsimile or electronic mail message should make an offer to purchase (a "Bid") one or more Domain Name Lots in substantially the following form:

I, [insert name here], hereby offer to purchase, on behalf of [insert company or organization name here, if applicable], the domain name lot(s) [insert Domain Name Lot(s) here] for a price of $[insert individual price(s) per Lot here]. Authorization for payment in full if the Winning Bid on one or more lots is hereby confirmed as to indicated financial arrangements per our bidding registration.

An Auction Participant's Bid shall be completed under this Agreement upon the Auction Participant's receipt of an electronic mail message or facsimile from IRC confirming receipt of the Bid. NO BID IS COMPLETE UNTIL THE AUCTION PARTICIPANT HAS RECEIVED SUCH CONFIRMATION. Once the Auction Participant has received such confirmation, it may not revoke or lower the amount of its Bid. However, any Auction Participant may increase the amount of its Bid by making a new Bid as provided in this Subsection 4.1 ("Bids").

4.2 High Bids and Bid Listing
IRC will list, at http://www.researchedge.com/BiotechDNA/lots.html, the current Bid of the greatest amount that is acceptable to IRC for each Domain Name Lot listed ("High Bid"). IRC will list all High Bids by dollar amount without listing the identity of the Auction Participant making the Bid. IRC shall ascribe an approximate United States dollar value at its sole discretion to any Bids consisting of consideration other than United States dollars, and, if such dollar value is more than two hundred fifty dollars ($250) greater than the previous High Bid, shall list that value as the current High Bid. IRC shall accept no bid with a United States dollar value of less than the Reserve Price listed at http://www.researchedge.com/BiotechDNA/lots.html or less than two hundred fifty dollars ($250) greater than the previous High Bid. IRC reserves the right to determine, in its sole discretion, the United States dollar value of all Bids received. IRC will update the list of High Bids at least every 3 weekdays excluding United States Federal Holidays ("Working Days") throughout the Auction.

4.3 Date and Duration
The Auction shall commence on October 1, 2001 and shall continue as to each Domain Name Lot until at least December 14, 2001. If, at 5 p.m. on December 14, 2001, no High Bid has been made within 3 Working Days on a particular Domain Name Lot, the Auction shall terminate as to those Domain Name Lots. For all Domain Name Lots on which an Auction Participant has made a High Bid within 3 Working Days preceding 5 p.m. on December 14, 2001, the Auction shall continue an additional 3 Working Days after the posting of the High Bid for that Lot as of 5 p.m. Pacific Standard Time on December 14, 2001. If IRC receives a subsequent High Bid, that High Bid will extend the duration of the Auction an additional 3 Working Days after its posting for that specific lot. For Domain Name Lots on which bidding proceeds in this manner beyond December 14, 2001, the Auctions shall terminate for individual lots when no new High Bid is received within an additional 3 Working Days of the posting of the previous High Bid.

4.4 Payment
Within 2 Working Days of the conclusion of the Auction of a Domain Name Lot, IRC will notify the Auction Participant who has submitted the High Bid, and such Auction Participant shall be hereinafter referred to as a "Winning Bidder". Upon receipt of such notification by IRC, a Winning Bidder will provide IRC, within ten (10) Working Days, payment of the full Bid price of all of the Domain Name Lot(s) upon which it has made successful High Bids. A Winning Bidder shall also provide IRC, within ten (10) Working Days of such notification, any and all information necessary for IRC to complete the documents necessary to transfer the Domain Name Lot(s) to a Winning Bidder. All payments shall be made by credit card charge or check payable to IRC or by wire transfer to IRC's account. IRC may apply a three percent (3%) surcharge for credit card transactions. A Winning Bidder may, at its sole expense, elect to utilize the services of a third-party escrow agent, provided that the agent is approved by IRC, such approval not to be unreasonably withheld.

4.5 Transfer
Within ten (10) Working Days of receipt of a Winning Bidder's payment of the full Bid price, IRC will execute, to the extent reasonably required, documents necessary to transfer each of the domain names within the Domain Name Lot(s) to the Winning Bidder and will deliver such documents to the Winning Bidder. IRC shall thereafter cooperate reasonably with the Winning Bidder, at the Winning Bidder's expense, in documenting and completing the foregoing transfer. IRC will not bear any costs or fees associated with any Domain Name transfer.

5. TERMINATION
Without limiting any other remedies, IRC reserves the right to permanently or temporarily suspend, modify the terms of, or terminate any Auction of any or all Domain Name Lots or the subsequent transferal of ownership of any Domain Name Lots if: (a) IRC believes that any liability to itself, you or any Auction Participants may result there from; (b) you breach this Agreement; (c) we are unable to verify or authenticate any information, payment authorization or payment you provide to us. Without limiting any other remedies, IRC may suspend or terminate the Auction in whole or in part if it finds that you, any Auction Participants or any third parties have engaged in any potentially fraudulent or otherwise unlawful activities in connection with the Auction.

6. NO WARRANTY
IRC PROVIDES THE AUCTION AND THE DOMAIN NAMES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. IRC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIABILITY LIMIT
IN NO EVENT SHALL IRC BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RISING OUT OF, OR IN CONNECTION WITH THE AUCTION OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). IRC'S LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100.00).

8. INDEMNITY
You agree to indemnify, defend and hold IRC and its subsidiaries, 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 your breach of this Agreement, or your violation of any law or the rights of a third party.

9. LEGAL COMPLIANCE
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Domain Names purchased at the Auction.

10. GENERAL
This Agreement sets forth the entire understanding and Agreement between us with respect to the subject matter herein, and supersedes any and all prior or contemporaneous, conflicting or additional communications, negotiations or agreements. This Agreement shall be governed, in all respects, by the laws of the State of Arizona as such laws are applied to Agreements entered into and to be performed entirely within the State of Arizona between Arizona residents, without regard to conflicts of laws principles. The State and Federal courts located in Maricopa County, Arizona, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. If any provision to this Agreement is held to be invalid or unenforceable, such provisions shall be struck and all remaining provisions shall be enforced. IRC does not guarantee continuous, uninterrupted or secure access to the Auction, and operation of the Auction may be interfered with by numerous factors outside its control. Headings are for reference purposes only, and in no way define, limit, construe or describe the scope or extent of such section. Any waiver of any rights of IRC under this Agreement must be in writing, signed by IRC, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. Registering to bid indicates that you have read and understood the foregoing Agreement, and agree to all of the terms contained therein. You and IRC are independent contractors and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Except as explicitly stated otherwise herein, any notices shall be given to IRC via email at irc@researchedge.com. IRC shall give you all notices via email to the email address you provide to IRC as part of Your Information. Notice shall be deemed given 12 hours after the email is sent, unless the sending party is notified that the email address is invalid. IRC may also give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to IRC as part of Your Information. In such case, notice shall be deemed given three (3) days after the date of mailing.