User Agreement

Effective Date: 01/04/2011

Posting Date: 01/04/2011

FOLLOWING ARE THE TERMS ON WHICH HERAKLES OFFERS YOU ACCESS TO OUR WEB SITE AND SERVICES.

This is the user agreement (the "Agreement" or "User Agreement") for your use of web sites owned or operated by, and services offered by, Herakles B.V.  ("Herakles"), an Amsterdam, the Netherlands limited liability company. This Agreement contains the terms and conditions ("T&C") applicable to your use of our services ("Service" or "Services") available under or through the domain, sub-domains, and affiliated domains of www.veemarkt.nl  (the "Site") and the general principles for the web sites of our (inter)national affiliates. IF YOU ("YOU" OR "USER") DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE OR ACCESS OUR SITE OR SERVICES.

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 use the Site or the Services or become a registered user of the Site. This Agreement is effective upon the earlier of: (i) your first use of the Site for any reason; (ii) acceptance of this Agreement by new registering users; or (iii) the Effective Date noted on the posted version of the Agreement.

1. Eligible Users

Use of the Site and Services is restricted to persons at least 18 years old. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. If you are not yet 18, do not have the capacity to enter into contracts, if you are easily offended, or are accessing this Site from any country where material on this Site is prohibited or illegal, you do not have permission to access the Site or the Services. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use this Site, the parent or guardian should email Herakles at contact@veemarkt.nl to make arrangements, although no such access can be guaranteed.

Accessing Herakles’ services, products or contents available on our Site, except as expressly allowed through instructions and truthful statements by the User in regard to use of this Site, from places where their contents are illegal, is prohibited. Those who choose to access our Site from other locations do so knowingly on their own initiative and voluntarily at their own risk and are responsible for compliance with local laws.

2. Modification of This Agreement

We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective at 12:01 am on the Effective Date, which in most cases will be no less than 30 days after the amended terms are initially posted on the Site. The posting date and effective date for this Agreement are noted at the top of this document. Except as provided in this Section 2, this Agreement may not be amended or modified except in a writing signed by you and Herakles.

3. Acceptable Use

3.1. User Accounts

>If you violate the Acceptable Use terms described herein, Herakles may, in its sole discretion, with or without notice, terminate your access to the Site and Services.

>You are allowed to create one (1) user account with Veemarkt.nl. Your right to use the Site is personal to you. Post office boxes or addresses of office service providers may not be used as an address for a User account. It is likewise not permitted to provide value-added service numbers as telephone numbers for a Customer Account. Furthermore, Herakles reserves the right to forbid the use of freely available email addresses as the email address for a user account.

>As a condition of your use of the Site, you warrant to Herakles that you will not use the Site for any purpose that is unlawful, or prohibited by this Agreement. Prohibited uses include, but are not limited to: competitive analysis (including copying and/or providing screen shots, which are copyrighted material owned by Herakles); data mining or scraping through the use of robots, spiders, or otherwise; and/or any use with the potential to infringe the rights of any third party.

>In addition, you hereby represent and warrant that: (a) you are an eligible user (see Section 1, Eligible Users); (b) you have provided accurate and complete information in connection with your registration and use of the Site (all such information collectively referred to as "Your Information"), and (c) you will update Herakles to ensure that Your Information remains accurate and complete.

3.2. Use of the Site and Services

>You may not use the Site or the Services provided through or in connection with the Site to: (a) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) conduct or forward illegal contests, pyramid schemes, or chain letters; (c) publish, post, distribute, disseminate or link to any: (i) inappropriate, profane, defamatory, infringing, obscene, adult content, nude, indecent or unlawful topic, name, material or information; (ii) software or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own, control such rights or have received all necessary consents for your use of such software and other materials; (iii) software or other material that contains viruses, corrupted files, or that may or are intended to damage the operation of another's computer (e.g., "cracks," "hacks," or other programs written to defeat the security measures of any computer, system or programs); (d) sell, distribute, disseminate or link to any sites for marketing, sales or distribution of: firearms, explosives, ammunition, liquor, tobacco products, food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants, pharmaceuticals and controlled substances, counterfeit, pirated or stolen goods, fraudulent goods, any goods or services that infringe or otherwise violate a third party's rights, registered or unregistered securities, goods or services that: (i) you cannot legally sell, (ii) are misrepresented, and/or (iii) if sold, would cause Herakles to violate any law, statute or regulation; (e)harvest or otherwise collect information about third parties, including email addresses, without the express consent of such third parties; (f) restrict or inhibit any other user from using and enjoying its rights in the Services or the Site, interfering with or disrupting the Services or the Site service or servers or network connected to the Site; (g) use a Domain in connection with your use of the Site that is confusing or misleading to other Users or to the public; (h) email or otherwise transmit, distribute, publish or disseminate any "junk email," "Spam," "chain letters," "pyramid schemes," or any other form of duplicative or inappropriate solicitations or messages (commercial or otherwise); (i) violate the rights of any third parties, including, but not limited to, trademark, naming or publicity rights, or (j) violate any applicable government laws or regulations. Herakles does not condone or allow Spam. Herakles will cooperate with legal authorities and Internet service providers in releasing information about users who violate this Acceptable Use Policy.

>You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the Site, except as expressly provided herein. At all times, you remain solely responsible for Your Information.

3.3. Privacy and Confidentiality

>Protecting your privacy and the personal information you provide us is a top priority at Veemarkt.nl. For this reason, Herakles does not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. At Veemarkt.nl, we want our users to fully understand what information we collect, how we use this information, and the steps we take to protect your personal information. Please read our Privacy Policy, which is hereby incorporated by reference, to learn more about the policies and procedures Herakles has put in place to achieve this goal.

>You agree not to share any information provided to you by or on behalf of Herakles with any third party except as expressly permitted herein. If you sell or otherwise distribute goods or services that compete with or may otherwise serve as a substitute for products or services sold or otherwise distributed by Herakles via the Site or offered by the Site, you may not: (a) use or acquire, or have any other person use or acquire on your behalf, the products or services of the Services or the Site for which you offer competing or substitute products or services; or (b) advertise, promote, market or solicit offers to acquire such competing or substitute products in connection with your use of the Services or the Site.

> Herakles is not obligated to monitor the content on the Site. However, with respect to the use of the Services or the Site, Herakles reserves the right to disclose any information, communication, or materials as necessary to satisfy any applicable law, regulation, legal process or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, from the Site, in Herakles' sole discretion, without notice at any time.

3.4. Violations of Acceptable Use

>Herakles may elect to discontinue offering the Site or the Services, or any portion thereof, at any time for any reason, with or without advance notice.

>You are responsible for safeguarding the confidentiality of your password(s) and login name(s) issued to you by Herakles, and for any use or misuse of your account or the Services or the Site resulting from any third party using a password or login name issued to you.

>You agree that you will notify Herakles immediately of any known or suspected unauthorized use, breach of security, or violation of this Agreement, on or relating to the Site.

4. Our Fees

Except as otherwise noted, creating a user account at Veemarkt.nl is free. We can charge fees for our services and you are given an opportunity to review and accept the fees that will be charged in connection with certain Services. You are responsible for all applicable taxes (except for Herakles’ income taxes), costs, hardware, software, services and all other costs and expenses related to the Services or your activity conducted through the Site. Herakles may, in its sole discretion, add, delete or change any of the Services provided or fees charged by Herakles. Herakles’ standard fees and any changes will be posted to our Price List, and the applicable Services and fees will be binding on the effective date noted on the Price List. No advance notice is required for any prospectively-effective change in Services offered or fees charged therefore.

Unless otherwise stated, all fees and currency amounts are quoted in Euro. The fees charged for Herakles services that are specified by Herakles are considered to be end prices and are understood to INCLUDE any applicable taxes.

5. Specific Services and Applicable Terms

The following terms and conditions pertain to particular Services offered by Herakles or through the Site.

Among other Services, Herakles and the Site serve as a trading platform as well as a separate auction platform to allow Users to offer to sell and buy cattle, horses, sheep, goats and related. (collectively, "Animals"). Herakles only gets involved in a resulting transaction to collect a fee for Services, or as otherwise agreed by all parties.

5.1. Online Sales Platform

5.1.1. Sales Marketplace

5.1.1.1. Description of Service: Sales Marketplace

>Except as otherwise provided in applicable posted terms, users offering their Animals for sale or lease ("Sellers") may list their Animals in the Herakles Marketplace (the "Marketplace") free of charge. Sellers are free to delete their Animals from the Marketplace at any time without cost unless their Animal is subject to an Exclusive Brokerage agreement, active negotiation, or pending transfer.

>Prospective Buyers of Animals ("Buyers") may enter search terms into the Marketplace to look for offers, and to enter bids for certain entries. These bids and the responses of the Sellers will be forwarded to the other party free of charge via the email addresses provided as part of user registration. Herakles cannot guarantee that any particular bid or response will be transmitted to the intended recipient. Herakles acts here neither as a Buyer nor Seller, neither as a lessee nor lessor, nor as the representative of any of the above-mentioned parties. Within the scope of the basic Marketplace Service, Herakles does not act as an auctioneer or as a broker.

>In the event that a Seller and Buyer negotiate an agreement for the purchase and sale of an Animal via the Marketplace, the Buyer and Seller agree that the terms of the purchase and sale will follow the standard purchase and sale agreement supplied by Herakles.

>Seller is responsible for all information he lists or not on the Marketplace. The prospective Buyers are to be informed by Seller, before an agreement is made, as good as reasonably possible about the (status of) the offered Animal, its certifications, the conditions of a sale and any other relevant information.

5.1.1.2. Limited Number of Open Bid Threads

>Dependant upon User status, each User is limited in the number of  negotiations ("Open Bid Threads") in which they may participate simultaneously.

5.1.1.3. Currency of the Bidding Process

During the bidding process, Users will only have the opportunity to offer and counter-offer in Euro.

5.1.1.4. Bidding Offers

>Herakles makes no representations or warranties regarding the (status of) Animals (health) listed in the Marketplace nor any information that the Seller listed or did not list. This shall apply particularly, but not exclusively, to health, genealogy, and history.

>If, during the course of an Open Bid Thread, a User makes an offer for the conclusion of a purchase and sale agreement, then he/she is bound to this offer for 168 hours, which corresponds to seven days from the time when the offer was rendered.

>Due to the binding nature of offers to purchase or sell, Users should review the Animal listing to avoid mistakes before submitting a binding offer. A mistake does not relieve a User from their obligations to purchase or sell once a binding offer has been accepted.

>The Buyer’s offer shall lapse if the other User rejects the offer, accepts another User's offer, submits a counter-offer, or the binding time period is allowed to lapse.

>A belated acceptance of the offer or a counter-offer shall be considered to be a new offer.

5.1.1.5. Fixed Price and Minimum Offer Listings

>If the Seller states a fixed selling price, then a binding offer for the conclusion of an agreement for the stated sales price lies in the listing of the Animal and is binding until the Animal listing in Seller's user account has been changed and the change has been reflected on the Marketplace. The sales price is considered to be the end price for the Buyer including the VAT valid for the Seller.

>If the Seller does not state a fixed sales price, the Animal listing serves as an invitation for other Users to submit an offer for the purchase and sale of the Animal that is the subject of the Animal listing.

>If the Seller states a minimum offer, the Animal listing serves as an invitation for other Users to submit an offer in excess of the stated amount for the purchase and sale of the Animal that is the subject of the Animal listing.

5.1.2. Auctions

5.1.2.1. Description of Service: Auctions

>Once a prospective Buyer enters an “offer” via our Marketplace platform, a Seller is presented with the option to enter the Animal as an Auction, as opposed to Herakles’ traditional offer/counter-offer Marketplace platform. Once the Seller chooses “Auction”, the Auction Period has commenced. In this case, the Seller accepts the offer from the potential Buyer, setting the offer as the reserve. During this period, other potential Buyers have the ability to use the Auction platform to bid on the same Animal for an amount of money higher than the original bid.

5.1.2.2. Binding Declaration of the Seller

>When the Seller enters an Animal as an Auction, he/she accepts the offer received, from the Initial Bidder, prior to the selection of the Auction Period as the reserve price for his/her Auction. If no other higher bids are received by the close of the Auction Period the Initial Bidder’s offer is automatically accepted and the Auction closes with the Initial Bidder as the winner.

>The Auction Period ends on 20:00 the first Thursday after a least 168 hours have passed since the initial bid had been submitted which triggered the seller to start the auction. Hence the standard auction period will take at minimum 168 hours and at maximum 335 hours, 59 minutes and 59 seconds. During the Auction Period the Seller agrees that he/she must sell the Animal to the Initial Bidder for the price reflected in the offer that Seller used to trigger the start of the Auction. During this period, Herakles may not cancel the Auction.

>If the Seller enters a particular Animal into an Auction Period and an Initial Bidder has previously bid on the Animal, the Seller is bound to the offered price for the duration of the Auction Period.

>Seller further agrees that he will accept the highest valid offer made during the Auction Period so long as the Auction Period was not cancelled by Herakles in accordance with these terms and conditions. Once the Seller enters an Animal as an Auction, he is prohibited from offering or selling this Animal anywhere else other than within that Auction.

5.1.2.3. End of Auction

>Generally, an Auction Period will run for a period equal to or more than 7 days and less then 14 days. Every week at 20:00 CET on Thursday all auctions that run at least 168 hours at that moment will close. Consequently, if a seller submits an auction, regardless when, it will always close on the first Thursday following the minimum live period of 168 hours at 20:00 CET. During this Auction Period, Seller and all potential Buyers are bound to the Auction. Upon approaching the close of the final day, the Auction Period will extend for ten minutes each time a valid offer is placed within the last five minutes of the Auction Period.

5.1.2.4. Auction Period and transfer

>During the Auction Period, the highest offer made on a particular animal will be indicated on the Bidding Page via Herakles website. Herakles’ customers can then enter the Auction by placing higher offers. All offers will be construed as firm offers to buy the Animal for the offered price in accordance with the conditions of the purchase and sale agreement for the Animal.

>If no offer is made during the Auction Period and the Auction was not cancelled by Herakles or otherwise, a legally binding contract exists between the Seller and the potential Buyer who placed the last bid before the Auction ends. If valid higher offers are placed during the Auction Period, and the Auction was not cancelled by Herakles or otherwise, a legally binding contract exists between the Seller and the prospective Buyer who placed the highest bid as reflected at the end of the Auction Period. This contract exists even if the Herakles bidding page is not available at the end of the Auction Period.

>After the Auction Period ends, the actual transfer of the Animal will be subject to the binding contract between Seller and Buyer and to the listing information (whether the Seller indicated if the Animal will be delivered in the Netherlands, if it will need to be picked up or if it’s subject to discussion) that the Seller specified.

5.1.2.5. Herakles’ Right to Cancel Auction

>Herakles reserves the right at Herakles’ sole discretion to cancel an Auction Period at any time, if the offered Animal infringes rights of a third party. If the Auction Period is cancelled, any contractual relationship between the Seller and the highest bidder and/or the person who made the last offer before the Auction Period that may have existed will cease.

5.1.2.6. Herakles’ Right to Delete Bids

>Herakles reserves the right to delete individual bids during the Auction Period if it believes that such bids were placed clearly erroneously or were determined not to be a bone fide firm offer. Herakles may suspend the user’s account at anytime if the user is found to have placed a fraudulent bid during an Auction Period.

5.1.2.7. Liability

>Herakles in no way guarantees or further warrants that the web page on which bids can be placed (“Bidding Page”) during the Auction Period is permanently accessible. If a Bidding Page is not accessible, the Seller may not, in the future refer to a potentially higher bid during this time period as a mechanism for not following through with a sale. Furthermore, a potential bidder may not argue, for the same purposes, that he would have been the highest bidder for the Animal up for Auction if the webpage would have been available.

         

5.1.2.8. Auctions with Reserve Price

>Upon receiving prior permission from Herakles, a Seller may commence an Auction Period prior to an offer being placed for the particular Animal. If such an agreement is reached between Herakles and the Seller, the aforementioned as well as the following conditions will apply.

>The Seller has the right to set a reserve price for which he is willing to sell the Animal (“Reserve Price”). During the Auction Period, the current highest bid will be indicated on the Bidding Page. In addition, it will be indicated on the Bidding Page if the current highest bid is lower then the Reserve Price. However, under no circumstances will the Reserve Price ever be revealed. If the Reserve Price is not reached within the Auction Period, the Animal will not be sold to any of the potential Buyers. The Seller reserves the right to lower his Reserve Price during the Auction Period.

>An Auction Period running with a Reserve Price can be distinguished from a general Auction Period in that it may, at the selection of a Herakles broker, in conjunction with an agreement with the Seller, run for a longer period.

5.1.3. General Terms Applicable to Both Marketplace and Auction Platform

5.1.3.1. Animal Listing Rules

>The following listing requirements and obligations apply to your use of Herakles’ Marketplace and Auction Platform:

(a) The Seller agrees to set up a user account and to fill out the registration form completely and accurately.

(b) -

(c) As a Seller of an Animal listed on the Marketplace and/or Auction, you represent and warrant that: (i) you are the full and only owner of the offered Animal; (ii) you supplied accurate and complete information about the animal and did not leave out any information that could have been expected tp be relevant for the Sale; (iii) you have not taken any action that would impair your ability or right to transfer the Animal and no such action has been taken against you; (iv) the Animal has not been used in such a manner as to infringe the rights of any third party; (v) the Animal is not the subject of any legal disputes or proceedings challenging your right to possess or use the Animal; (vi) you will accurately describe the subject listing; (vii) you own and have the right to sell the content, if any, listed as part of your Animal; and (viii) if your offer to sell and transfer the Animal is accepted, you will complete the transaction with a ready, willing, and able Buyer. You will not under any circumstances list or transfer the rights to any Animal that you do not have sufficient rights to transfer or that is illegal to transfer under applicable law.

(d) The Seller agrees not to list any Animals which violate Herakles’ policies, which is hereby incorporated by reference. Herakles may refuse to list, or remove the listing for, any Animal which, in Herakles’ sole discretion, may potentially infringe or violate the proprietary rights of any third person, or which in Herakles’ sole discretion, is inflammatory, offensive, inconsistent with Herakles’ general policies or Acceptable Use terms, or otherwise may infringe any proprietary right of any third party.

(e) The Seller of an Animal agrees not to enter a bid for his/her own offer and not to instruct other persons to do so. In addition, any user manipulation of Animal listing statistics is prohibited, including, but not limited to, manipulating or otherwise falsely inflating information represented to Buyer during the course of negotiation or which are measured and displayed by Herakles.

(f) You will not yourself, nor will you allow or enable another, to directly or indirectly interfere or attempt to interfere with the operations of the Site or the Services.

(g) The Seller agrees to keep any data which he/she has added to the Marketplace up-to-date. If an Animal has been sold, he/she is to remove it from the active Marketplace. Furthermore, the Seller agrees to remove an Animal from the Marketplace and/or Auction immediately if a warning has been issued, or as soon as any notice or knowledge has been received that the rights of a third party or applicable laws could be violated by the listing. This shall apply until legal clarification of the situation has been made.

5.1.3.2. Taxes

>All prices quoted between Users during the bidding process or used as a Fixed Price or Minimum Offer are understood to be end prices including any applicable taxes.

5.1.3.3. Purchase Price / Currency Conversion

>The purchase price for the Animal shall be the price in Euro upon which agreement has been reached through the timely acceptance of an offer. This purchase price in Euro shall form the basis for the execution of the purchase and sale agreement between the Buyer and the Seller as well as formulating any fees owed between the Seller and Herakles.

5.1.3.4. Legal Relationship as Between Herakles, Buyer and Seller

>Herakles is neither owner of the Animals listed in the Marketplace and/or Auction nor does it have any influence or control on the business conducted among Users of the Marketplace and/or Auction. The responsibility for the content of Animal listings, including the accuracy of any information, whether displayed by Herakles or otherwise, lies exclusively with the respective Sellers, Buyers, and users.

>Herakles shall not be liable for legal transactions or other acts of Marketplace and/or Auction users. This also applies to any violations of rights of a third party through the listing of an Animal in the Marketplace and/or Auction, in particular his/her/its property rights, rights of the use of an Animal. Buyer and Seller agree that Herakles shall not be held responsible for the failure of either party to a purchase and sale agreement to follow-through with their obligations under such an agreement and that Herakles, as the neutral facilitator of the Marketplace, Auction, and associated Services, shall not be subject to any claims arising from the attempted purchase and sale of Animals.

5.1.3.5. Rejected and/or Blocked Listings

>Herakles reserves the right, at any time, to reject the listing of any Animals into our Marketplace and/or Auction or to remove and blacklist listings which have already been entered, without prior warning, without giving any reasons and at any time, especially in the case of User's violation of this Agreement, or suspected violation of rights of a third party concerning an Animal, or suspected violation of applicable laws.

5.2.Transfer of the Animal’s ownership

5.2.1. Description

Herakles acts neither as a buyer or seller, nor as the representative of a buyer or a Seller, nor as a broker. Herakles only provides the technical structure for the Marketplace and/or Auction. Herakles does not act as an intermediary, technically nor financially: Once an agreement has been reached, Buyer and Seller themselves are responsible for the execution of the binding contract.

           

5.2.2. Fees and Related Costs

N/A

5.2.3. Management of the Transfer of the Animal

   

5.2.3.1. Reaching an Agreement

>In the event that a purchase and sale agreement has been reached between the Buyer and the Seller during the course of an Animal Database bidding process, Herakles shall provide a standard online purchase and sale contract for Buyers and Sellers that is automatically tailored to the sale of the Animal that was the subject of their negotiation. Should either party fail to meet to their obligations under the respective agreement, the identity of the breaching User shall be provided to the injured User upon request.

5.2.3.2. Obligation of Buyer to Make Payment

>After reaching agreement for the purchase and sale of an Animal, the buyer is obliged to make the agreed payment to Seller according to the binding contract. This payment is to be fulfilled in cash or via a bank transfer at the same moment that the Animal is transferred from Seller to Buyer. If payment is done in cash, Seller is obliged to provide Buyer with a receipt if requested.

Parties may elect to choose a different payment method/moment, which should be agreed upon in writing.

5.2.3.3. Transfer of the Animal

>Once the binding contract is send to both Seller and Buyer, Herakles will inform both parties with the details of the other party. Parties are obliged to contact each other and determine a location and moment in the 30 days, following the closing date of the binding contract, to transfer the Animal from Seller to Buyer and fulfill the payment.

Parties may elect to choose a different transfer method/moment, which should be agreed upon in writing.

Buyer and Seller are obligated to provide their cooperation required to each other and Herakles and failure to cooperate may be considered by the injured party as a material breach of the relevant purchase and sale agreement.

5.2.3.4. Successful Transfer and Payment of Purchase Price

> A successful transfer of an Animal has taken place when the Buyer has assumed control of the Animal and (if applicable) the involved registration/certification documentation has been updated in public records with the details of Buyer.

5.2.3.5

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5.2.3.6. Publication Rights

>The Buyer and Seller agree that Herakles shall have the right to publish the details of the Animal sold as well as the respective purchase price on the Site or in other places for reference purposes. This shall not apply if the Buyer or Seller objects to the publication, provided that objection must be received by Herakles in writing within 5 days after the closing of the binding contract between Seller and Buyer. However, Herakles will always publish and display a sale and the highest bid/selling price if the Animal was sold by way of the auction process. The Buyer and/or Seller may not request that the Animal and details of the sale be withheld.

5.2.4. Penalties for Failing to Perform Obligations

>Herakles reserves the right to cancel the binding contract if one of the parties to the purchase and sale agreement fails to fulfil its obligation to cooperate in the transfer process after two (2) requests are made by Herakles via the email addresses provided in his/her user account ("Failed Transfer").

>In the case of a Failed Transfer, Herakles reserves the right to collect any applicable commission fee from that party who has violated his/her obligation to cooperate. Furthermore, any claims for damage compensation or contractual performance can be asserted by the non-breaching party against that party which violates his/her obligation to cooperate.

5.2.5

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5.2.6. Dispute between the Parties during Transfer

>BUYER AND SELLER AGREE THAT HERAKLES SHALL NOT BE LIABLE FOR DETRIMENT OR DAMAGES ORIGINATING FROM A FAILED TRANSFER PROVIDED THAT SUCH CLAIMS ARE NOT BASED UPON THE INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE OF HERAKLES, ITS STATUTORY REPRESENTATIVES OR VICARIOUS AGENTS.

>This shall apply particularly in cases in which either the Buyer or Seller rejects the proper completion of transfer-related documents, impedes the execution of the transaction in another way or in the case where one of the contractual parties cannot be properly identified due to providing incorrect or misleading contact information.

5.2.7. Disclaimer of Warranties by Herakles

> HERAKLES IS NOT THE SELLER, AND AS SUCH, MAINTAINS NO DUTY TO VERIFY THAT THE (STATUS OF) ANIMALS BEING SOLD AND TRANSFERRED REFLECT THE PROVIDED INFORMATION AND DO NOT VIOLATE THE PRIORITY RIGHTS OF ANY THIRD PARTIES AND THUS MAKES NO WARRANTIES AS TO THE EXISTENCE OF CONFLICTING PRIORITY RIGHTS OF ANY THIRD PARTIES.

>Buyer and Seller agree that the Transfer does not include an examination or verification of the (status of the) animal and/or provided information nor the existence of any  rights of third parties.

>FAILURE TO PERFORM AN EXAMINATION OF THE ANIMAL AND THE INFORMATION PROVIDED IS THE SOLE RESPONSIBILITY OF THE BUYER AND SELLER.

5.3. Premium Account Service

Herakles may decide to offer Premium accounts in the future, at which time this article will be updated.

5.4. Appraisal Service

Herakles may decide to offer appraisal services in the future, at which time this article will be updated.

5.5. Animal Showcase Service

>The Showcase service allows Users to advertise their Animal listings on featured sections of the Site. Herakles reserves the right to refuse showcase orders that violate our policies and which potentially violate the rights of third parties. A right to showcase advertising is not implied with the creation of a User account. No advance notice is required for any prospectively-effective change in the Showcase services offered or fees charged therefore.

5.6. Brokerage Service

> Herakles may decide to offer brokerage services in the future, at which time this article will be updated.

6. Liability Disclaimer and Indemnification

Herakles is in no way responsible for the content of any web site owned or operated by a third party that may be linked to or from Veemarkt.nl via hyperlink, whether such hyperlink is provided by Herakles or by a third party. No judgment or warranty is made with respect to the accuracy, timeliness or suitability of the content of any web site to which the Site may link, including information on the web site regarding our Site. By providing access to other web Sites, neither Herakles nor its affiliates are recommending the purchase or sale of the stock issued by any company, nor are they endorsing products or services offered by any web site's sponsoring organization.

YOU AGREE THAT USE OF HERAKLES’ SERVICES AND THE SITE IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. HERAKLES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HERAKLES MAKES NO WARRANTY TO ANY PROSPECTIVE BUYER THAT THE SELLERS ARE THE LEGAL OWNER OF SUCH ANIMALS, OR THAT THEY ARE AUTHORIZED TO ASSIGN/LICENSE SUCH ANIMALS. HERAKLES MAKES NO WARRANTY THAT THE BUYER MAY USE THE ANIMAL OR THAT THE SELLER MAY TRANSFER THE ANIMAL WITHOUT VIOLATING ANY RIGHTS OF A THIRD PARTY. HERAKLES MAKES NO WARRANTY THAT THE INFORMATION THAT SELLER LISTED IS ACCURATE NOR COMPLETE. HERAKLES MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NOR DOES HERAKLES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SITE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY MATERIAL AND/OR DATA DOWNLOADED FROM THE SITE OR ANY SERVICES OBTAINED THROUGH OR PROVIDED BY HERAKLES IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ANY SUCH DOWNLOAD OR USE OF SUCH INFORMATION OR OTHER RELATED TRANSACTION. NO ADVICE OR INFORMATION THAT YOU MAY OBTAIN FROM HERAKLES OR THROUGH THE SERVICES PROVIDED BY HERAKLES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED THEREIN.

You agree that, regardless of any statute or law to the contrary, except as prohibited by law, any claim or cause of action arising out of or related to this Agreement, the Site, or Herakles’ products or Services, must be commenced within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

IN NO EVENT SHALL HERAKLES, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). HERAKLES’ LIABILITY, AND THE LIABILITY OF ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU HAVE PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) €100. YOU AGREE TO INDEMNIFY AND HOLD HERAKLES AND (AS APPLICABLE) HERAKLES’ PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SITE OR THE SERVICES, 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.

7. Intellectual Property

All content, database information, data and services available on, and collected as a whole through this Site are property of Herakles, its affiliates, advertisers and its licensors and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in the Netherlands and internationally. All rights not expressly granted herein are fully reserved by Herakles, its affiliates, advertisers, and licensors. Herakles’ licensors' or other third party materials, services or products referenced on this Site are common law or registered trade marks or service marks of such parties.

Solely to enable Herakles to use Your Information, so that we are not violating any rights you might have in such information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable 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. Herakles will only use Your Information in accordance with our Privacy Policy.

If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, notify Herakles’ designated agent in writing and provide the following information; your name; your email address; your mailing address; your phone number; the URL, path or other specific location where the allegedly infringing material is located; description of the allegedly infringed work, including (if available) the URL, path or other specific location where the copyrighted work may be found for comparison; and your relationship to the owner of the allegedly infringed work. Pursuant to Dutch Law, notifications of claimed copyright infringement should be sent to Herakles’ Designated Agent. See Section 10 (How to Contact Herakles).

All contents of the Site are: Copyright © 2011 Herakles B.V. and/or its suppliers. All rights reserved.

"Veemarkt.nl" is a registered trademark of Herakles B.V.. The names of other companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved by Herakles.

8. Term and Termination

Until and unless terminated by you or Herakles, your status as an eligible or registered user will continue indefinitely, and fees for services will be charged as described herein (see Section 4, Fees). Herakles may terminate this Agreement and your access to the Site and related Services at any time, with or without cause, and with or without notice.

Upon termination of your right to use the Site, you will no longer have access to any data or information you had previously created, maintained, managed, or stored in the Site or Herakles’ systems. Herakles is under no obligation to maintain any such data or information.

Your obligations pursuant to Section 3 (Acceptable Use), Section 4 (Fees), Section 6 (Liability Disclaimer and Indemnification), Section 7 (Intellectual Property), Section 8 (Term and Termination), and Section 9 (General) shall survive the termination of this Agreement and your right to use the Site.

9. General

Herakles manages the Site from its office in Amsterdam, the Netherlands. This Agreement is governed by the laws of the Netherlands, without regard to its choice of law rules. You hereby consent to the jurisdiction of, and venue in, courts located in Amsterdam, the Netherlands, in all disputes arising out of or relating to the Site. In addition, you hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against Herakles or its affiliates in any dispute arising out of or relating to the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Herakles as a result of this Agreement or use of the Site. Herakles’ performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Herakles’ right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Herakles with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and Herakles with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Herakles with respect to the Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form, and any such printed, true, and accurate copy shall be deemed an original document for evidentiary purposes. Any failure of Herakles to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. You may not rent, lease, license, grant a security interest in, or otherwise transfer, assign, or sublicense your rights hereunder to any third party. At any time, HeraklesSedo may, in its sole discretion and without providing notice or obtaining your consent, assign this entire Agreement or delegate some or all of its responsibilities hereunder.

10. How to Contact Herakles

General Inquiries

     

Mail:    
Herakles B.V.        

 att. Veemarkt.nl

Kleine Gartmanplantsoen 10

1017 RR Amsterdam

The Netherlands

Telephone:    (+31) 20-8080825

Email:    contact@veemarkt.nl

Infringement Claims (Designated Agent)

To request removal of an Animal either listed for sale or otherwise at Veemarkt.nl

Mail:    
Herakles B.V.        

 att. Legal

Kleine Gartmanplantsoen 10

1017 RR Amsterdam

The Netherlands

Telephone:    (+31) 20-8080825

Email:    legal@veemarkt.nl

Customer Service and Support (availability depending upon service selected)

Telephone:    (+31) 20-8080825

Email:    contact@veemarkt.nl