1. Definitions.

"Bidz.com" is the interactive on-line auction service on the World Wide Web of the Internet, consisting of auction services and content provided by Bidz.com, affiliates of Bidz.com and other third parties. "Subscriber" means each person who establishes or accesses a connection ("Account") for access to and use of Bidz.com.

2. General.

(A) This Agreement, which incorporates by reference other provisions applicable to use of Bidz.com, including, but not limited to, supplemental terms and conditions set forth in paragraph 14 hereof ("Supplemental Terms") governing the use of certain specific material contained in Bidz.com, sets forth the terms and conditions that apply to use of Bidz.com by Subscriber. By using Bidz.com (other than to read this Agreement for the first time), Subscriber agrees to comply with all of the terms and conditions hereof. The right to use Bidz.com is personal to Subscriber and is not transferable to any other person or entity. Subscriber is responsible for all use of Subscriber's Account (under any screen name or password) and for ensuring that all use of Subscriber's Account complies fully with the provisions of this Agreement. Subscriber shall be responsible for protecting the confidentiality of Subscriber's password.

(B) BIDZ.COM shall have the right at any time to change or discontinue any aspect or feature of Bidz.com, including, but not limited to, content, hours of availability, and equipment needed for access or use.

3. Changed Terms.

Bidz.com shall have the right at any time to change or modify the terms and conditions applicable to Subscriber's use of Bidz.com, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on Bidz.com, or by electronic or conventional mail, or by any other means by which Subscriber obtains notice thereof. Any use of Bidz.com by Subscriber after such notice shall be deemed to constitute acceptance by Subscriber of such changes, modifications or additions.

4. Equipment.

Subscriber shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of Bidz.com and all charges related thereto.

5. Subscriber Conduct.

(A) Subscriber shall use Bidz.com for lawful purposes only. Subscriber shall not post or transmit through BIDZ.COM Interactive any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Bidz.com's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a Subscriber that in Bidz.com's discretion restricts or inhibits any other Subscriber from using or enjoying Bidz.com Interactive will not be permitted. Subscriber shall not use Bidz.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with Bidz.com.

(B) Bidz.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of Bidz.com are copyrighted as a collective work under the United States copyright laws. Subscriber may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Subscriber may download copyrighted material for Subscriber's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Bidz.com and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Subscriber acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

(C) Subscriber shall not upload, post or otherwise make available on Bidz.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Subscriber. Subscriber shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of Bidz.com, Subscriber automatically grants, or warrants that the owner of such material has expressly granted Bidz.com the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Subscriber also permits any other Subscriber to access, view, store or reproduce the material for that Subscriber's personal use. Subscriber hereby grants Bidz.com the right to edit, copy, publish and distribute any material made available on Bidz.com by Subscriber.

(D) The foregoing provisions of Section 5 are for the benefit of Bidz.com, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

6. Disclaimer of Warranty; Limitation of Liability.

(A) SUBSCRIBER EXPRESSLY AGREES THAT USE OF BIDZ.COM INTERACTIVE IS AT SUBSCRIBER'S SOLE RISK. NEITHER BIDZ.COM, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT BIDZ.COM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF BIDZ.COM, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH BIDZ.COM.

(B) BIDZ.COM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

(C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES THAT BIDZ.COM IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER.

(D) IN NO EVENT WILL BIDZ.COM, OR ANY PERSON OR ENTITY INVOLVED IN USE OF A BIDZ.COM AUCTION, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE BIDZ.COM. SUBSCRIBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON BIDZ.COM.

(E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, BIDZ.COM, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED BIDZ.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. NEITHER, BIDZ.COM, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.

7. Monitoring.

Bidz.com shall have the right, but not the obligation, to monitor the content of Bidz.com, to determine compliance with this Agreement and any operating rules established by Bidz.com and to satisfy any law, regulation or authorized government request. Bidz.com shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on Bidz.com. Without limiting the foregoing, Bidz.com shall have the right to remove any material that Bidz.com, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

8. Indemnification.

Subscriber agrees to defend, indemnify and hold harmless Bidz.com, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of Bidz.com by Subscriber or Subscriber's Account.

9. Termination.

Bidz.com may terminate this Agreement at any time. Without limiting the foregoing, Bidz.com shall have the right to immediately terminate Subscriber's Account in the event of any conduct by Subscriber which Bidz.com, in its sole discretion, considers to be unacceptable, or in the event of any breach by Subscriber of this Agreement. The provisions of Sections 5(B), 5(C), 5(D), 6, 8, 10 and this Section 9 shall survive termination of this Agreement.

10. Trademarks.

Bidz.com's logos are trademarks of Bidz.com and any of its subsidiaries. All rights reserved. All other trademarks appearing on Bidz.com are the property of their respective owners.

11. Third Parties/Certified Merchants.

Bidz.com is not the seller in the actual transaction between Third Parties/Certified Merchants and buyers and is not the agent of either for any purpose, Bidz.com does not have the duty to resolve any disputes between participants related to or arising out of any such transaction. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Subscribers or any other user of Bidz.com, are those of the respective author(s) or distributor(s) and not of Bidz.com. Neither Bidz.com nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)

In many instances, the content available through Bidz.com represents the opinions and judgments of the respective information provider, Subscriber, or other user not under contract with Bidz.com. Bidz.com neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on Bidz.com by anyone other than authorized Bidz.com employee spokespersons while acting in their official capacities. Under no circumstances will Bidz.com be liable for any loss or damage caused by a Subscriber's reliance on information obtained through Bidz.com. It is the responsibility of Subscriber to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through Bidz.com. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

Bidz.com Certified Merchants are Bidz.com approved third party merchants who sell products on the site. In this program, The Certified Merchants is the seller of the product. To ensure Bidz.com buyers the ability to shop in a private and secure environment, every Certified Merchant must go through a thorough application process including verification of bank and trade records before they are allowed to sell on the site. The Certified Merchants are established businesses, both large and small, whose performances are monitored to ensure that buyers receive the appropriate Bidz.com service levels. The Certified Merchants assume all responsibility for all aspects of their item listings, including product descriptions, identifications of quantities, pictures, and shipping. Although, Bidz.com does not own, warehouse, ship or otherwise manage these Certified Merchants, the merchants that do not meet Bidz.com's service standards can and will be removed from the site. All payment for items won is solely between the Certified Merchant and the customer. Bidz.com will provide assistance for all issues to ensure a positive Bidz.com experience.

12. Miscellaneous.

This Agreement and any operating rules for Bidz.com established by Bidz.com constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

13. Copyrights and Copyright Agent.

Bidz.com respects the rights of all copyright holders and in this regard, Bidz.com has adopted and implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Bidz.com's Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. ¤ 512:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party;
5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

14. Supplemental Terms

First Time Users
Please note; in an effort to keep our site free from mischievous bidders (those who bid up the price of items but have no intention of paying for them), first time customers will be required to pay for the first item that they bid on and win. After the first transaction is officially completed, customers will be able to bid freely on other items. Until such time, customers will not be able to make use of the Bidz.com auto-bid feature. This requisite will be implemented as of as of July 2005.

* This policy pertains to Bidz.com art items as well.

Close Now Price
The "Close Now Price" in an auction is what a customer can pay to stop the auction outright. It is not an appraisal nor a guide to interpret the retail price, but simply a way to bypass the auction completely. To purchase the item for the "close now price" the customer must alert Bidz.com of the intention via email to customerservice@bidz.com or calling customer service at 310-280-7373.

Auction Glitches
Bidz.com will offer 100% risk free auctions, save when a technical glitch prevents that from happening. In such a case, Bidz.com reserves the right to stop, restart, or cancel any auction at any time, including before, during and after. Any and all funds received during a glitch auction, will be returned by Bidz.com to the customer if no merchandise is shipped.

It is in the best interest of all bidders to print a copy or write down the listing number of each auction. In the case your auction was affected by a glitch, without the listing number there will be no way to investigate the situation. It is the sole responsibility of the user to maintain the auction listing number or numbers.

Your Transactions and Obligations
By entering into this Agreement and bidding on a product, the customer agrees to complete the transaction. In which case, the customer will be held accountable if they do not fulfill this obligation. If payment is not made, bidding privileges may be subject to suspension and Bidz.com maintains the right to cancel outgoing invoices at their own discretion. Reasons for such actions include but are not limited to multiple non-pays of auctions won, unresolved chargeback issues, an undeliverable address, or the refusal to pay custom fees.

*Bidz.com reserves the right to demand payment if customer has more than 10 unpaid items in their account or if the total amount of auctions won, exceeds $1000.00. To avoid this situation please pay on time. Thank you for cooperation.

Transaction Fee
As of November 1, 2005, all payments will be subject to a 3% transaction fee, or a minimum transaction fee of 50¢. This transaction fee covers processing costs associated with financial institutions.

Chargeback Procedure
Bidz.com, in good-faith, makes every effort to bring disputes that may arise to a fair and just conclusion. If customer does not make an attempt to resolve a dispute before initiating a chargeback procedure, their account will be deactivated immediately. If you have any questions regarding an invoice or a payment made, please call Bidz.com Customer Service at (310) 280-7373 or send an e-mail to customerservice@bidz.com

Illegal Activity
The Site and Services only may be used for lawful purposes and in a lawful manner. You may not register under a false name or use an invalid or unauthorized credit card. You may not make bids under a false name, impersonate any participant, or use another participant's password. Such conduct is a violation of state and federal laws. Fraudulent conduct may be reported to law enforcement, and Bidz.com will cooperate to ensure all violators will be prosecuted to the full extent of the law.

Shill bidding is prohibited on the site, that is the placing of bids or causing bids to be placed on any product for the purpose of artificially increasing or otherwise manipulating the bidding process on Bidz.com or the bid price of any product listed on the site, or influencing user behavior on Bidz.com

California Residents
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA 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." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY BIDZ.COM.

Bidz.com's Copyright Agent to receive the foregoing information related to copyright infringement or defamation on its site is:
General Counsel
Bidz.com
3562 Eastham Drive
Culver City, CA 90232
By Email: legal@bidz.com
By Phone: (310) 280-7373