ACCESS AGREEMENT AND ACCEPTANCE OF TERMS By accessing and using the information
from the web site maintained by onGait.com,
Inc. you hereby agree with onGait.com
1. You agree to be bound by the terms of this Access Agreement
and Acceptance of Terms (which shall in all cases include amendments and
restatements of this Agreement) by using our site. Any
other amendment or restatement must be in writing and signed by an officer of onGait.com.
2. You represent that you have the legal capacity to enter into
contracts and, if you are an individual, that you are at least 18 years of age.
3. You understand and agree that onGait.com is a facilitator,
and that its sole function is to present in its own format on its site the information
regarding horses, services or equipment listed by sellers and to provide
the name, address, and other material provided by the sellers and buyers.
onGait.com will not participate in any contract or agreement for the purchase and sale of the
horse, service or equipment, which will be a strictly private transaction between the buyer and the seller.
onGait.com is not an agent of either buyer or seller.
onGait.com has not investigated any
potential seller, the financial standing of any seller, the pedigree of any
listed horse, the pregnancy or other physical condition of any listed horse, or
the title, liens, security interests, or other encumbrances with respect to any
onGait.com has not done any due diligence with respect to any seller or any horse, service or equipment.
Due diligence is solely the buyers responsibility.
onGait.com has no liability
in the event of default by anyone who signs an agreement with you to sell a
listed horse or for any third-party claim to the horse. onGait.com likewise will not be in a position to determine the
legality of any arrangement made between you and a seller. Any samples of
offers, bills of sales, and other documents posted on the site are examples
only. You may download or use any sample only if you agree to have the sample
reviewed by an attorney to verify that it is appropriate for use in your transaction
and your jurisdiction.
4. You agree to indemnify and hold onGait.com
harmless from all costs, liabilities, attorneys' fees,
judgments and expenses incurred because of or arising out of any matter, including
without limitation any claim, assertion or legal proceeding concerning your representations and obligations
set forth in this Access Agreement and Acceptance of Terms, any representations
and obligations in any contract entered into by you for the purchase of a
horse or your conduct and disclosures in connection therewith, and your
publication of any material on the site that is subject to a copyright or that
is a violation of any non-disclosure or other agreement.
5. You agree that in no event shall the maximum liability of
onGait.com to you exceed the amount
collected by onGait.com for
publishing the information regarding the horse, service or equipment. You agree that onGait.com shall
not be liable for any damages, actual or consequential, arising out of the dealings between you and
any other person using the site.
6. All disputes shall be subject to arbitration if good
faith negotiations among the parties do not resolve the dispute. Such
arbitration shall proceed in accordance with the Commercial Arbitration Rules
of the American Arbitration Association then pertaining (the “Rules”), insofar
as such Rules are not inconsistent with the provisions expressly set forth in
this Access Agreement and Acceptance of Terms. All proceedings in arbitration
shall be held in Boca Raton, Florida at a location selected by the parties or
as otherwise determined by the arbitrators. The existence and resolution of the
arbitration shall be kept confidential except as required by law or to enforce
any ruling issued. The provision does not preclude any party from resorting to a court
of competent jurisdiction in those instances where injunctive relief may be
7. You grant onGait.com on a non-exclusive basis a
worldwide, perpetual, irrevocable, royalty-free right to the copyright and
publicity rights you have in all material you provide to onGait.com and grant onGait.com
the right to sublicense the same directly and indirectly and in, on, or over
any media now known or hereafter developed.
cannot assure or guarantee continuous, uninterrupted or secure access to its
site, and you agree that onGait.com shall
have no responsibility as a result of any downtime or failure.
9. You agree not to use automatic devices, such as robot, or
spider type devices, that could interfere with the proper working of the site
or that would cause an information overload or impose an unreasonably large
load on the servers hosting the onGait.com site.
10. The onGait.com site is protected by copyright and/or other
intellectual property laws and any unauthorized use thereof may violate such
laws. onGait.com is not granting any express or implied right to you under
any patents, copyrights, trademarks, or otherwise with respect to the
information on the site, which may not be reproduced without the prior written
permission of onGait.com.
11. The onGait.com site contains links to Internet sites that are not
under the control of onGait.com. The
linked sites have not been evaluated by onGait.com,
and if you access a linked site it will be at your own risk. onGait.com is not responsible for
information or products listed on linked sites and the linked sites are
provided for convenience only. You acknowledge that searches for terms
frequently used in connection with breeding horses and stallions may identify
adult only sites and that you will not access an adult site in violation of
laws applicable to you. Control protections are available in many browsers, and
software and other services may be obtained from commercial vendors that may
assist you in limiting access to offensive or illegal material.
12. If any provision of this Access Agreement and Acceptance
of Terms is held to be invalid or unenforceable, such provision shall be stricken
and the remaining provisions shall be enforced.
13. This Access Agreement and Acceptance of Terms shall be
governed by and construed in accordance with the laws of the State of Florida
and shall inure to the benefit of the employees, officers, and directors of onGait.com. The venue of any legal proceedings
arising out of this agreement shall be Palm Beach County, Florida.
14. This Access Agreement and Acceptance of Terms
constitutes the entire agreement between the parties.