1. "Additional Terms" means any additional terms, conditions, and notices contained in the ePier Site, which shall be deemed incorporated herein by reference, but only to the extent not inconsistent with the provisions set forth in this Agreement.

2. "Dutch Auction" means an auction in which the seller lists more than quantity one (1) of an item in a single auction, and all such items are identical (unless the nature of the item would preclude complete identity, in which case each such item shall be substantially similar to all other items in the Dutch Auction).

3. "ePier Services" means the services available to ePier Users through the ePier Site, including without limitation the functionality to (i) list for sale (or to solicit offers to purchase, as applicable) goods and services, (ii) associate with such listings descriptive text, digital images, or hypertext links thereto, and to host such text, digital images, and hypertext links, (iii) place bids to purchase such goods and services, as well as such other services as may be made available by ePier to ePier Users from time to time, in ePier’s sole discretion.

4. "ePier Site" means the Internet Web site currently located at the URL www.epier.com as well as all future revisions, updates, upgrades, versions and localizations thereof and successors thereto.
5. "ePier Users" means all users of the ePier Site.

6. "Feedback Rating" means a numerical rating determined by ePier, in ePier’s sole discretion, based on the nature of the Feedback pertaining to You.

7. "Feedback" means comments left by other ePier Users about You and/or such other ePier Users’ experiences in dealing with You as a buyer or seller.
   
8. "Lounge" means those Internet Web pages within the ePier Site through which ePier Users may communicate interactively with other ePier Users, which Web pages are currently located at the URLs www.epier.com/forum.asp and www.epier.com/forum_new.asp, as well as all future revisions, updates, upgrades, versions and localizations thereof and successors thereto.
9. "Regular Auction" means an auction in which the Seller lists only quantity one (1) of a particular item.

10. "User Information" means the personally identifiable information, such as Your electronic mail address, name, mailing and/or residence address, and telephone number that You provided to ePier during the registration process or the listing process, as well as any anonymous demographic information that may be compiled by ePier based on information provided by You, which may include without limitation Your ZIP code, age, sex, preferences, and interests. Please keep in mind that if You directly disclose personally identifiable information or personally sensitive data through the Lounge, in Feedback, in electronic mail, or in other public online forums, this information may be collected and used by others.

11. All other initially capitalized terms (except capitalized proper names) shall have the meanings assigned to them in this Agreement.

1. Background. The ePier Site is a venue for sellers to list items for sale and/or to solicit offers to buy such items, and for buyers to bid on items. ePier is not a party to, nor is it involved in, any actual transaction between buyers and sellers, and thus ePier has no control over the merchantability, fitness for buyer’s purpose, quality, safety, or legality of the items listed, the truth or accuracy of any statements made in the listings associated with such items, the ability or willingness of sellers to sell listed items, or the ability or willingness of buyers to buy items for which bids are submitted. Nothing in this Agreement or in any of the Additional Terms will be construed as a representation, covenant, or warranty by ePier that a buyer or seller will actually complete a transaction.
2. ePier Account. To use the ePier Site and/or ePier Services, You must first establish an account ("ePier Account") by correctly and accurately providing all of the information listed on ePier’s Registration Page. ePier reserves the right to cancel any ePier Account at any time in ePier’s sole discretion, for any reason or no reason. You acknowledge and agree that, without limiting any other remedies available to ePier, (i) if you earn a net Feedback Rating of [INSERT RATING], Your ePier Account, Your pending bids, and any pending auctions in which You are the seller will be subject to automatic cancellation; and (ii) ePier may suspend or cancel your ePier Account and/or notify law enforcement authorities if ePier concludes, in ePier’s sole discretion, that You have engaged in fraudulent activity in connection with the ePier Site and/or the ePier Services.
3. Grant Of License; Limitations. All title and intellectual property rights in and to the ePier Site (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the ePier Site), are owned by ePier and/or third parties. Provided that You comply with all terms and conditions of this Agreement and the Additional Terms, including without limitation by establishing an ePier Account and maintaining such ePier Account in good standing, ePier grants to You a limited right to use the ePier Site and the ePier Services. You acknowledge and agree that You have no right (i) to use the ePier Site and the ePier Services except as expressly set forth in this Agreement and the Additional Terms; (ii) pursuant to this Agreement and the Additional Terms, to reproduce, create derivative works of, distribute copies or derivative works of, and publicly perform and display any original works of authorship to be found within the ePier Site; (iii) pursuant to this Agreement and the Additional Terms, to use any trademarks in any manner.
4. Fees. There is currently no charge to establish an ePier Account and to use the ePier Services. In order to handle future increase in traffic and be able to scale ePier’s infrastructure, ePier reserves the right to, at any time and in ePier’s sole discretion, amend the User Agreement and/or the Additional Terms to institute a charge for use of some or all of the ePier Services and/or to change any such charge previously instituted. When You list an item, You will have an opportunity to review and accept any fees that ePier may charge for such listing. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using the ePier Site and the ePier Services and all applicable taxes.
5. Services. ePier will, to the extent commercially practicable, make the ePier Services available to You during the Term. ePier may, at any time and in ePier’s sole discretion, add new ePier Services, change or cease offering some or all of the ePier Services, and institute and/or change any fees charged for any ePier Services.
6. Risk of Trading. You acknowledge that it is neither commercially nor technically practicable to establish the true identity, nationality, and age of persons using the Internet, and ePier does not confirm the true identity, nationality, or age of any ePier User. ePier has established a user-initiated Feedback system to help You evaluate the buyer or seller with whom You are considering dealing, and ePier encourages You to view any available Feedback pertaining to, as well as to attempt to communicate directly with, such buyer or seller. You may also wish to consider using a third party escrow service or services that provide additional identity verification. By Your use of the ePier Site and/or the ePier Services, You acknowledge that (i) ePier has no obligation to confirm the true identity, nationality, and/or age of any ePier User and/or to provide Feedback or to require that Feedback be provided; (ii) that any Feedback provided is the opinion of a third party and ePier will not be in breach of this Agreement or otherwise liable to You or any third party if such Feedback is offensive, harmful, inaccurate, or deceptive; and (iii) You bear all risk arising out of or related to Your use of the ePier Site and the ePier Services, including without limitation that a buyer or seller with whom You choose to enter into a transaction may not have the legal capacity to form binding contracts, may not perform its obligations pursuant to such transaction even if binding, may not be subject to the jurisdiction of any U.S. court, and may make statements in connection with such transaction that are false, fraudulent, or otherwise materially inaccurate.
7. Release and Waiver of Claims. You acknowledge and agree that ePier is neither involved in nor a party to any actual transaction between or among ePier Users, and therefore You hereby waive and agree to release ePier, and ePier’s officers, directors, agents, subsidiaries and employees, from all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Your transactions or attempts to enter into transactions with other ePier Users. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver (e.g., but without limitation, Section 1542 of the California Civil code).

1. Entry of Bids. You acknowledge and agree that You bear all risk of error in entering a bid. Bids are not retractable except in exceptional circumstances such as when the seller materially changes the description of an item or the terms and conditions of sale after You have placed bid or You cannot authenticate the seller’s identity.
2. Winning Bids. If, at the end of an auction, (i) Your bid is greater than or equal to any applicable minimum bid or reserve requirements, and (ii) You have placed the highest bid in a Regular Auction, or You have placed one of the N highest bids (on a "per item" basis), where N is the quantity of such items that the seller has listed within a Dutch Auction, Your bid is a winning bid ("Winning Bid").
3. Obligations Upon Placing a Winning Bid. If you have placed a Winning Bid, (i) You are obligated to complete the transaction with the seller, unless the item is of a type listed in ePier’s Bidding Policy under the heading Non-Binding Bids, the transaction is prohibited by law or by this Agreement, or the transaction is otherwise unenforceable as a matter of law; and (ii) You acknowledge and agree to be bound by all terms and conditions of sale that are included in the item’s description or on Internet Web page to which a hypertext link is included in the item’s description, but only to the extent that such terms and conditions do not violate this agreement or applicable law.
4. Prohibitions. You will not (i) place a bid for or buy any items of an adult nature unless, in both Your jurisdiction of residence and the jurisdiction in which Your shipping address is found, it is legal to possess such items and You have attained the age of majority; and (ii) buy any items that are not legal to buy or possess in Your jurisdiction of residence or in the jurisdiction in which Your shipping address is found.

1. Listing. Your listings may include only text descriptions and digital images that You provide to and store on the ePier Site, as well as hypertext links to Internet Web pages that are not stored on the ePier Site, which Web pages may contain additional text descriptions and/or digital images. You will not include any text descriptions or digital images, or hypertext links to the same, in a listing unless all such text descriptions truly and accurately describe, and all such digital images truly and accurately depict, the item offered for sale or for which offers to buy are being solicited. All items listed must be listed in an appropriate category.
2. Binding Bids. If you receive at least one (1) bid at or above Your stated minimum price (or in the case of reserve auctions, at or above Your reserve price), You must complete the transaction with the highest bidder upon the completion of the auction, unless (i) the item that You have listed is of a type identified in ePier’s Bidding Policy under the heading Non-Binding Bids, (ii) completing the transaction would breach the terms of this Agreement or the Additional Terms or would violate applicable laws, statutes, ordinances, or regulations, or (iii) there is an exceptional circumstance, such as the buyer’s failure to perform pursuant to the terms of sale as set forth in Your listing, or Your inability to timely contact the buyer due to the buyer’s failure to provide accurate contact information or the buyer’s failure to respond to Your timely attempts to establish contact.
3. Prohibitions. You will not (i) list for sale or solicit offers to buy any items that are not legal to sell or possess in Your jurisdiction of residence; (ii) list for sale or solicit offers to buy any items of an adult nature or that are otherwise harmful to minors, except in an area of the ePier Site designated by ePier as "Adults Only"; (iii) list for sale or solicit offers to buy any item or consummate any transaction through the ePier Site to the extent that such listing or consummation will require the payment to ePier of a fee, the payment of which would violate any applicable law, statute, ordinance, or regulation; and (iv) sell to any buyer any items that are not legal to buy or possess in the buyer’s jurisdiction of residence or in the jurisdiction in which such buyer’s shipping address is found.

You hereby grant to ePier a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up right and license, with the unlimited right to sublicense, to use, reproduce, create derivative works of, distribute copies or derivative works of, and publicly perform and display the User Information in any media now known or subsequently developed, for any purpose arising out of or related to this Agreement, the ePier Site, or the ePier Services or otherwise allowable pursuant to ePier’s Privacy Policy.

The representations, warranties, and covenants in this Section 6 are continuous in nature and will be deemed to have been given by You upon execution of this Agreement and continuously thereafter. You expressly represent, warrant, and covenant that:

1. You have the full right, power, and authority to enter into this Agreement and render the performance and grant any rights and licenses as set forth herein;

2. You are not a minor and can form legally binding contracts under all applicable law;

3. You will not use any ePier Services if Your ePier Account is suspended or cancelled;

4. You will not register for a new ePier Account if your ePier Account is suspended or cancelled;

5. Your will not provide any User Information that is false, inaccurate, or misleading;

6. You will not take any action in violation of the this Agreement and/or the Additional Terms or that undermines the integrity of the Feedback system;

7. You will not manipulate, or take any action for the purpose of manipulating, the price of any item, nor may you interfere with the listings or auctions of any other ePier User;

8. You will not allow third parties to place bids for items or sell or solicit offers to buy items using Your ePier Account or Your Feedback Rating;

9. Your use of the ePier Site and/or the ePier Services, including without limitation Your posting of Feedback, use of the Lounge, and sending of electronic mail arising out of or related to Your use of the ePier Site and/or the ePier Services, will not in any manner involve or include conduct or content that is (i) fraudulent or that involves the sale of counterfeit or stolen items; (ii) an infringement upon the copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy of any third party; (iii) in violation of any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination, or false advertising); (iv) defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (v) child pornography or anything that is indecent, obscene, lewd, lascivious, filthy, or vile; (vi) a threat to kidnap or injure a person, a threat to injure the property or reputation of another person, a threat to accuse any person of a crime, a threat to inform another that a person has violated any law, or a threat of blackmail; or (vii) advocating or urging treason, insurrection, or forcible resistance to any law;

10. You will not post to the ePier Site or use in conjunction with the ePier Services any content of any kind that contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;

11. You will not copy, reproduce, alter, modify, create derivative works of, or publicly perform or display any content from the ePier Site without, in each case, the prior express written consent of ePier or the applicable third-party owner(s) of the proprietary rights in such content. For purposes of clarification, nothing in this Section 6.11 will prohibit You from viewing any listing for the purpose of determining whether to place a bid, the placement of a bid, or to compare prices and descriptions in preparation of Your own listing;

12. You will not use any device, software, or routine to interfere or attempt to interfere with the proper working of the ePier Site or the delivery of any ePier Services, and You will not take any action that unreasonably or disproportionately burdens the operation of the ePier Site and/or the delivery of the ePier Services;

13. You will not use any robot, spider, other automatic device, or manual process to monitor or copy any Web page within the ePier Site or any content located within any such Web page without, in each case, the prior express written consent of ePier;

14. You will neither take nor fail to take any action to the extent that a non-frivolous claim for criminal or civil liability could be made against ePier, and/or ePier’s subsidiaries, affiliates, joint ventures, third-party agents, permitted sublicensees and successors, and its and their directors, officers, employees, agents arising out of or related to such action or inaction; and

15. You will not take any action that interferes with the delivery of the ePier Services and/or ePier’s relationships with its ISPs, Web hosts, and/or other suppliers.

THE EPIER SITE AND THE EPIER SERVICES ARE DEEMED ACCEPTED BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EPIER PROVIDES THE EPIER SITE AND THE EPIER SERVICES AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIMS WITH RESPECT TO THE EPIER SITE AND THE EPIER SERVICES ALL WARRANTIES, DUTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES, DUTIES, OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT. EPIER DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE EPIER SITE AND/OR THE EPIER SERVICES, AND YOU ACKNOWLEDGE AND AGREE THAT NUMEROUS FACTORS OUTSIDE OF EPIER’S CONTROL MAY INTERFERE WITH THE OPERATION OF THE EPIER SITE AND/OR THE DELIVERY OR AVAILABILITY OF THE EPIER SERVICES. THE ENTIRE RISK AS TO THE QUALITY OF, OR ARISING OUT OF THE USE OR PERFORMANCE OF, THE EPIER SITE AND THE EPIER SERVICES REMAINS WITH YOU. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. A WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EPIER BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE EPIER SITE AND/OR THE EPIER SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF EPIER, AND EVEN IF EPIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED IN SECTION 8 ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF EPIER TO YOU AND TO ANY THIRD PARTY UNDER ANY PROVISION OF THIS AGREEMENT, OR PURSUANT TO ANY CLAIM ARISING IN ANY WAY WHATSOEVER OUT OF THIS AGREEMENT AND/OR YOUR USE OF THE EPIER SITE AND/OR THE EPIER SERVICES, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING WILL BE LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES (IF ANY) YOU PAY TO EPIER IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) FIFTY DOLLARS (US$50.00). THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS (INCLUDING THOSE SET FORTH IN SECTIONS 7 AND 8 ABOVE) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU ACKNOWLEDGE AND AGREE THAT (I) EPIER WILL NOT BE IN BREACH OF THIS AGREEMENT OR THE ADDITIONAL TERMS, AND EPIER WILL NOT BE LIABLE TO YOU ON ANY LEGAL THEORY, IF YOU CANNOT ACCESS OR USE THE EPIER SITE AND/OR THE EPIER SERVICES, EVEN IF SUCH INABILITY TO ACCESS OR USE WAS PROXIMATELY CAUSED BY EPIER’S ACTIONS OR FAILURES TO ACT, AND (II) EPIER MAY TERMINATE OR LIMIT YOUR ACCESS TO THE EPIER SITE AND/OR THE EPIER SERVICES AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

You hereby agree to pay the defense costs of, indemnify, and hold harmless ePier and ePier’s subsidiaries, affiliates, joint ventures, third-party agents, permitted sublicensees, and successors, and its and their directors, officers, employees, and agents (collectively, "Indemnitees") from any and all claims, demands, costs, liabilities, losses, expenses and damages (including reasonable attorneys’ fees, costs, and expert witnesses’ fees) with respect to or in connection with any claim or action arising out of or in any way related to (i) Your breach of this Agreement or any of the Additional Terms; or (ii) Your use of the ePier Site and/or the ePier Services. ePier will give You prompt notice of any claim to which the foregoing indemnity relates. ePier will have the right to employ separate counsel and participate in the defense of any such claim or action. You will pay ePier upon demand for any payments made or losses suffered by the Indemnitees at any time after the Effective Date hereof, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages related to any claim or action under this Section 10. ePier will provide You with non-confidential information, assistance and authority, at Your expense and reasonable request, to help You defend such claim or action. You will not be responsible for any settlement made by the Indemnitees without Your written permission, which permission will not be unreasonably withheld or delayed. You may not settle any claim or action under this Section 10 on behalf of the Indemnitees without first obtaining ePier’s written permission, which permission will not be unreasonably withheld or delayed. In the event You and ePier agree to settle a claim or action, You will not publicize the settlement without first obtaining ePier’s written permission, which may be granted or withheld in ePier’s sole discretion.

The term of this Agreement ("Term") will commence on the Effective Date and will remain in force in perpetuity, unless otherwise terminated pursuant to this Section 11. ePier, in its sole discretion, may terminate or modify this Agreement, access to the ePier Site and/or the ePier Services, or any current auctions immediately without notice for any reason or no reason. ePier may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate Your ePier Account and refuse to provide the ePier Services to You: (i) if You breach this Agreement or the Additional Terms; (ii) if ePier is unable to verify or authenticate any information You provide to ePier; or (iii) if ePier believes, in its sole discretion, that Your actions may cause legal liability for You, other ePier Users, and/or ePier. The rights and remedies provided in this section will not be exclusive and are in addition to any other rights and remedies provided by law, in equity, or by this Agreement. Upon any termination pursuant to this Section 11, ePier will not be liable nor owe any compensation to You solely by reason of exercising the right to terminate granted by this Section 11. The following provisions will survive termination of this Agreement: 1, 2.4 (to the extent of any monies owed prior to termination), 2.6, 2.7, 3.3 (to the extent of any Winning Bids placed prior to termination), 3.4, 4.2 (to the extent of any binding Winning Bids received prior to termination), 4.3, 5, 6, 7, 8, 9, 10, 11, 12, and 13.

1. Notice. Pursuant to 17 U.S.C. § 512(c)(2), notifications of claimed copyright infringement should be sent to ePier’s designated agent for the receipt of such notice, at the following address:

DESIGNATED AGENT:	Dan Plotzki
ADDRESS:	ePier, Inc. 1503 North Regal Street Spokane, Washington 99207 Attention: Dan Plotzki
TELEPHONE NUMBER:	(509) 534-0334
FACSIMILE NUMBER:	(509) 534-7329
ELECTRONIC MAIL ADDRESS:	host@epier.com

2. Procedure.

1. Contents of Notification of Claimed Infringement. To be effective, a notification of claimed infringement ("Notification") must be a written communication provided to the designated agent as set forth above, which notification includes substantially the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right ("Complainant") that is allegedly infringed; (ii) identification of the copyrighted 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; (iii) 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 (collectively, the "Subject Material"), and information reasonably sufficient to permit the service provider to locate the Subject Material; (iv) information reasonably sufficient to permit the service provider to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted; (v) a statement that the Complainant has a good faith belief that use of the Subject Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Action Upon Receipt of Notice. Upon receipt of the Notification containing the information as outlined in Section 20.2.1 above, ePier will: (i) remove or disable access to the Subject Material; (ii) forward the written notification to such alleged infringer ("Subscriber"); and (iii) take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the Subject Material.
3. Action Upon Receipt of Counter Notification. Upon receipt of a Counter Notification, containing the information as outlined in Section x below, ePier: (i) will promptly provide the Complainant with a copy of the Counter Notification; (ii) will inform the Complainant that it will replace, or cease disabling access to, the Subject Material within ten (10) business days; and (iii) may replace or cease disabling access to the Subject Material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided that ePier’s Designated Agent has not received notice from the Complainant that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the Subject Material.
4. Contents of Subscriber’s Counter Notification. To be effective, a counter notification ("Counter Notification") must be a written communication provided to ePier’s Designated Agent that includes substantially the following: (i) a physical or electronic signature of the Subscriber; (ii) identification of the Subject Material that has been removed or to which access has been disabled and the location at which the Subject Material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that the Subscriber has a good faith belief that the Subject Material was removed or disabled as a result of mistake or misidentification of the Subject Material to be removed or disabled; and (iv) the Subscriber’s name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber’s address is outside of the United States, for any judicial district in which ePier may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person.

1. Notices. All notices provided by You to ePier will be deemed given the day they are deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or sent by overnight courier, charges prepaid, with a confirming fax; addressed to ePier, Inc., 1503 North Regal Street, Spokane, Washington 99207, Attention: Legal Department. All notices provided by ePier to You will be deemed given (i) twenty-four (24) hours after such notices are sent to You via electronic mail sent to the then-current email address associated with Your ePier Account, unless ePier is notified that this email address is invalid; or (ii) the day such notices are deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or sent by overnight courier, charges prepaid, with a confirming fax; to the then-current physical address associated with Your ePier Account.
2. Jurisdiction; Venue. This agreement is governed by the laws of the State of Washington, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Spokane County, Washington, U.S.A. in all disputes arising out of or relating to the use of the ePier Site and/or the ePier Services, and You hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served on You in the manner authorized by applicable law or court rule. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees.
3. Arbitration. Notwithstanding anything in this Agreement to the contrary, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures. Such arbitration will be (i) on an individual basis and will not be consolidated with any claim of any other party; and (ii) conducted in Spokane, Washington, U.S.A. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
4. Use; Construction; Severability. Use of the ePier Site and/or the ePier Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement and all Additional Terms, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between You and ePier as a result of this Agreement, the Additional Terms, or use of the ePier Site and/or the ePier Services. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including without limitation the warranty disclaimers and liability limitations set forth above, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
5. Disclosure of Personal Information. For the purposes of (i) conforming to legal requirements or complying with legal process; (ii) protecting and defending the rights of the Indemnitees; (iii) enforcing the terms of this Agreement or the Additional Terms; or (iv) acting to protect the interests of any ePier Users or third parties, ePier reserves the right to disclose any User Information about You or Your use of the ePier Site and/or the ePier Services, without prior permission if ePier reasonably believes, in ePier’s sole discretion, that such disclosure is necessary. ePier’s performance of this agreement is subject to applicable laws and rules, and nothing contained in this agreement is in derogation of ePier’s right to comply with the legitimate requests or requirements of governmental, judicial, and law enforcement bodies in relation to Your use of the ePier Site and/or the ePier Services or information provided to or gathered by ePier with respect to such use.
6. Taxes. ePier is not liable for any foreign or U.S. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising out of or in connection with Your use of the ePier Site and/or the ePier Services, including without limitation any transactions entered into with any other ePier User on the ePier Site. You will indemnify, defend, and hold ePier harmless from any taxes or claims, causes of action, costs (including, without limitation, reasonable attorneys’ fees) and any other liabilities of any nature whatsoever related to any such taxes, duties, levies, fees, excises or tariffs. For purposes of clarification, this Section 13.6 will not apply to ePier’s revenues arising out of the ePier Site.
7. Miscellaneous. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. Each party will be responsible for covering its respective costs in performing its duties under this Agreement, except to the extent expressly set forth in this Agreement. All captions in this Agreement are intended solely for the convenience of the parties, and none will affect the meaning or construction of any provision. This Agreement will be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that You may not assign this Agreement, in whole or in part, without the prior written approval of ePier. You agree to and will comply with all applicable laws, statutes, ordinances and regulations regarding Your use of the ePier Site and/or the ePier Services, Your bidding on and purchase of items, and Your listing, solicitation of offers to purchase, and sale of items.
8. Copyright And Trademark Notices. All contents of the ePier Site are Copyright © 1998 – 2001 ePier, Inc. and/or its suppliers, 1503 North Regal Street, Spokane, Washington 99207, U.S.A. All rights reserved. ePier is the trademark of ePier, Inc. The names of other companies or products that may be mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.
9. Entire Agreement; Modifications. This Agreement, together with any Additional Terms and the abbreviated terms located at www.epier.com/user_agreement.asp, constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications and proposals (whether electronic, oral, or written), and supersedes all prior agreements between the parties regarding the subject matter hereof. A printed version of this agreement and of any notice given in electronic form will 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. ePier reserves the right to amend or modify this Agreement and/or any of the Additional Terms at any time in ePier’s sole discretion by posting the amended Agreement and/or Additional Terms on the ePier Site. Such amended or modified Agreement and/or Additional Terms will automatically be effective and will bind You immediately upon being posted, except for amendments or modifications to ePier’s Privacy Policy, which will not bind You until ten (10) days after being posted on the ePier Site. You may not modify this Agreement, or any of the Additional Terms, except by a written agreement dated subsequent to the Effective Date and manually signed on behalf of ePier by ePier’s duly authorized representative.