AgBASE® Web Site User Agreement

THE FOLLOWING DESCRIBES THE TERMS OF WHICH AGBASE OFFERS YOU ACCESS TO OUR SERVICES.

Welcome to the Web site User Agreement for AgBASE®, Inc. This Agreement describes the terms and conditions applicable for your use of our services available under the domains of www.agbase.com and www.agbase.net and the general principles for the Web sites of our affiliates. If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our services. www.agbase.com and www.agbase.net are currently operated by:

AgBASE®, Inc.
258 Technology Way
Wenatchee, WA, 98807
USA

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become an AgBASE® Web site user. . We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and Web sites referred to in this document, as they may contain further terms and conditions that apply to you as an AgBASE user.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on our site. In addition, we will notify you in accordance with your Notification Preferences. This Agreement is effective on May 1, 2004 for all users.

Membership Eligibility. Our services are available only to business entities and individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or to temporarily or indefinitely suspended AgBASE® user members. If you do not qualify, please do not use our services. Further, your AgBASE account and User Id may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

Fees and Services. Joining and using the services by AgBASE®, Inc., the Product Market Gateway and AgMatch, are by subscription fees. We may change the fees for our services at AgBASE® from time to time. Our changes to the policy are effective after we provide you with at least fourteen (14) days' notice of the changes by posting the changes on the web site. However, we may choose to temporarily change the fees for our services for promotional events and such changes are effective when we post the temporary promotional event on the web site. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and our Web site and all applicable taxes.

AgBASE® is a Venue

3.1 Site Activity. Our site acts as a venue to allow anyone to offer, sell, and buy just about any agricultural product, service or supply at anytime, from anywhere, in a variety of pricing formats. We are not involved in the actual transaction between buyers and sellers. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. We cannot ensure that a buyer or seller will actually complete a transaction.

3.2 Identity Verification. We use many techniques to identify our users when they register on our site. However, because user verification on the Internet is difficult, AgBASE® cannot and does not confirm each user's purported identity. We encourage you to communicate directly with potential trading partners through all means available to you.

3.3 Release. Because AgBASE® is a venue, in the event that you have a dispute with one or more users, you release AgBASE® (and our officers, directors, agents, subsidiaries, joint ventures and employees) 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 way connected with such disputes. If you are a California resident, you waive California Civil Code ?542, 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.”

3.4 Information Control. We do not control the information provided by other users that is made available through our system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using our site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals.

Listing and Selling.

4.1 Listing Description. You must be legally able to sell the item(s) you list or quote for sale on our site. You must describe your item and all terms of sale accurately. Your listings may only include text descriptions, graphics, pictures and other content relevant to that item. All listed items must be listed in an appropriate category.

4.2 Fraud. Without limiting any other remedies, AgBASE® may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with our site and “Your Information.”

4.3 Definition. "Your Information" is defined as any information you provide to us or other users in the registration, quoting or listing process, in any public message area or through any email feature. You are solely responsible for “Your Information,” and we act as a passive conduit for your online distribution and publication of “Your Information.”

4.4 Restricted Activities. “Your Information” (or any items listed) and your activities on the site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors; (g) contain any viruses, Trojan horses, worms, time bombs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement; (bb) are concurrently listed for sale on a web site other than AgBASE (this does not prevent linking to or advertising an AgBASE item from another web site); or (cc) you do not have a right to link to or include. Furthermore, you may not list any item on the site (or consummate any transaction that was initiated using our service) that, by paying to us any service fee, could cause us to violate any applicable law, statute, ordinance or regulation.

4.5 License. Solely to enable AgBASE® to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in “Your Information,” in any media now known or not currently known, with respect to “Your Information.” AgBASE will only use “Your Information” in accordance with our Privacy Policy.

Access and Interference. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the AgBASE sites or any activities conducted on our sites. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our sites is updated on a real time basis and is proprietary or is licensed to AgBASE by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for “Your Information”) from our Web site without the prior expressed written permission of AgBASE, Inc. or the appropriate third party.

Breach. Without limiting other remedies, we may immediately remove your item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.

Privacy. We do not sell or rent your personal information to third parties for marketing purposes without your consent and we only use your information as described in the Privacy Policy. We view protection of users' privacy as a very important community principle. We understand clearly that you and your information is one of our most important assets. If you object to your Information being transferred or used as described in our Privacy Policy please do not use our services.

No Warranty. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITES AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Liability Limit. IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

Indemnity. You agree to indemnify and hold us and (as applicable) our 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 your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service.

No Agency. You and AgBASE®, Inc. are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

General. This Agreement shall be governed in all respects by the laws of the State of Washington, USA as such laws are applied to agreements entered into and to be performed entirely within Washington between Washington residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our 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. You agree that this Agreement and all incorporated agreements may be automatically assigned by AgBASE, Inc., in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe 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.

Disputes between you and AgBASE®, Inc. regarding our services may be reported to Customer Support emailing to us. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity.