THE FOLLOWING DESCRIBES THE TERMS ON WHICH LAYOPS.COM OFFERS YOU ACCESS TO OUR SERVICES.

This is a User Agreement ("Agreement") that describes the terms of our services available under the domain LAYOPS.COM (“the Site”) and the conditions applicable to you (“the User”, “the Buyer” or “the Seller”).

Membership Conditions

Only individuals who can form legally binding contracts under applicable law may use our services. If you do not qualify, please do not use the Site. In addition, your LAYOPS account and ID may not be transferred and/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.

Joining and posting items at the Site is free. We do not charge fees for listing items for sale through our Site. In the event that we introduce a new service, the fees for that service will be effective at the launch of the service.

You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Agreement. You acknowledge that the comments made by a third party are public and not private communications. Further, you acknowledge that no communication of a third party or content is endorsed by Layops and no communication of a third party or content may be considered reviewed, screened or approved by the Site. As explained below, the Site reserves the right for any reason to remove without notice any communication, content or other material posted.

Furthermore, you agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site. You agree not to attempt to gain unauthorized access to any other Layops member account, computer system or network associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

You may not take any actions that may undermine the integrity of the feedback system. We may limit the number of bids and listings you may place on the Site based upon your rating and feedback.

The Service

The Site is not an auctioneer. The Site acts as a venue to allow design companies and other Users to offer, sell, and buy website or print layouts, in addition to any illustrations, photographs, animations, flash files, code snippets, and web applications (collectively known as the “Content”), in a variety of pricing formats including a fixed priced format and an auction-style format. Since the Site is not involved in the actual transaction between buyers and sellers, we have no control over the quality and legality of the Content advertised, the truth or accuracy of the titles and descriptions, the ability of sellers to sell items or the ability of buyers to pay. We cannot ensure the completion of any transaction or deal made on the Site.

Because we are a venue, in the event that you have a dispute with one or more users, you release Layops 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.

Buying Content

As a buyer, you are obligated to complete the transaction with the seller: (1) if you purchased the item through one of our fixed price formats; or (2) if you are the highest bidder at the end of an auction (meeting the applicable reserve requirements) and your bid is accepted by the seller. By bidding on an item you agree to be bound by the conditions of sale included in the item's description by the seller so long as those conditions of sale are not in violation of this Agreement or otherwise unlawful. Bids are not retractable except in exceptional circumstances such as when the seller materially changes the item's description after you bid, a clear typographical error is made, or you cannot authenticate the seller’s information.

Selling Content

The Seller must be legally able to sell the item(s) listed for sale on the Site. The Seller must describe the item and all terms of sale on the listing page of the Site. The listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category. As a Seller, if you receive at least one bid at or above your stated price, you are obligated to complete the transaction with the highest bidder upon the listing's completion unless (1) the Buyer fails to meet the terms of your listing (for instance payment method), or (2) you cannot authenticate the Buyer's information.

Privacy

We are committed to protecting your privacy at Layops. We will not collect any personal information from you that you do not volunteer, and we are the sole owner of all information collected on this site. We do not sell, share, or rent this information to others in any way that we have not mentioned in this statement.

Layops may provide third parties with aggregate statistics about our visitors and partners, traffic patterns, and related site information. This data reflects site usage patterns gathered during thousands of customer visits to the Site each month but does not contain behavioral or identifying information about any individual member, unless that member has given us permission to share that information. We may also provide log files and other databases of User information to third parties for analysis, so we can get a better understanding of traffic through our site and thus improve our service. Layops WILL NOT use third party companies to provide delivery of e-mail newsletters and other messages over e-mail.

We use reasonable precautions to keep the personal information you disclose both in your browsing and your accounts. However, we are not responsible for any breach of security.

Indemnity

You agree to indemnify, defend and hold Layops, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

Termination and Breach

This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to Layops using the official contact form of the Site or such other means of written notice acceptable to Layops which enables confirmation of your identity and your intention to terminate. Layops may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If Layops terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement, as well.

Without limiting other remedies, we may limit your activity, immediately remove your bids or layout listings, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you: (1) if you breach this Agreement or the documents it incorporates by reference; (2) if we are unable to verify or authenticate any information you provide to us; or (3) if we believe that your actions may cause financial loss or legal liability for you, some or all other Users or us.

Warranty

THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LAYOPS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT LAYOPS) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. You acknowledge that the Site contains or may contain Content which is protected by copyright, trademark or other proprietary rights of Layops and its affiliates or other third parties (including other members).

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement).

Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL LAYOPS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF LAYOPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LAYOPS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT OF THIS AGREEMENT.