EQUICYTE, LLC TERMS OF USE AND DISCLAIMER

BY USING OUR WEBSITE, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.

The content and information provided by EquiCyte, LLC (“EquiCyte”) at www.EquiCyte.com (the “Site” or “Website”), whether made available through the Site or other products and services, is provided solely for informational and educational purposes. “You” or “your” means and refers to you as a user of our Site. “We,” “our,” “us” or “EquiCyte” refers to EquiCyte, LLC and our Website.

USE OF THE WEBSITE AND ACCEPTANCE OF TERMS.

Please carefully review the terms of use (the “Terms of Use”) of this Website and the terms of our Privacy Policy (as described below) before using this Website, or any services related to our Website. These Terms of Use contain important information regarding your legal rights, remedies and obligations. They include various limitation and exclusions. By using this Website, you agree to be bound by and acknowledge your acceptance of these Terms of Use.

If you do not agree to these Terms of Use, or if you do not agree with our Privacy Policy, please do not use the Website or any services offered through the Website. By accessing, browsing, submitting information to, accessing materials and information, signing up for an account or otherwise using the Website, you acknowledge and agree to be bound to these Terms of Use. EquiCyte does not knowingly collect information from minors. Minors should only use this Website under the supervision of an adult.

ABOUT THE EQUICYTE WEBSITE AND SELLER ADS.

EquiCyte’s Website is an online equine genetic marketplace devoted to horse breeders, featuring a searchable database system. You may search for equine genetic listings using different parameters; including breed and discipline.

The Website is a classified ad search engine and listing service that brings together buyers and sellers. Information about a particular item, animal or service is supplied by the individual seller. EquiCyte makes no representation as to the accuracy of any seller ads. EquiCyte shall in no instance become a party to any transaction between a buyer and seller. We do not hold any title to any of the goods offered for sale on the Website or process any payments related to goods or animals offered on the Website. The price and other terms of any sale remain subject to direct negotiation between the buyer and the seller. The prices listed by sellers on the Website may exclude other charges which may be added to the listed price to arrive at the final price of a particular item.

All payments are handled directly between the buyer and the seller, and EquiCyte shall in no case bear responsibility for provision of refunds and/or compensation for any transaction or listing.

We can in no case guarantee a sale or provide any guarantee of the owner/seller's services, representations, statements made as to breed or origin, or any sale's performance or fitness for a particular purpose. Due diligence prior to purchase remains the buyer's responsibility. EquiCyte shall in no case be held liable or provide compensation for non-fulfilment of any agreement between buyer and seller, or be liable for any dispute resolution or settlement of any claims. We cannot control or verify the content posted on the Website and, as such, do not guarantee the accuracy, integrity or quality of such content.

SUBMISSIONS.

All advertisement listings are subject to modification or deletion. We reserve the right to delete, move, or edit any ads or other postings that come to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons.

OBLIGATIONS OF WEBSITE VISITORS.

You agree to the following restrictions and limitations while visiting or using the Website or any services provided by or through the Website:

• You are not permitted to use the Website to collect personal data from any user who places an advertisement on the Website (including email addresses and telephone numbers) and/or to approach advertisers to offer your own products and/or services;
  
  
• You may not post or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters” or any other form of solicitation on the Website or through the Website or the services;
  
  You are not allowed to display hyperlinks to advertisements on another website. Unless EquiCyte has given permission for this, it is not allowed to place advertisements on the Website via an automated system, or in any other way. It is similarly not allowed to place advertisements on behalf of or on behalf of third parties;
  
  
• You will not post or transmit any derogatory, unlawful, offensive, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, any images or other material depicting nudity;
  
  
• You are responsible for compliance with any and all applicable laws or regulations, including without limitation any local, state, provincial, national or international law, any import or export control laws, or any regulations promulgated by any state or federal authority;
  
  
• You will not access or use password protected, secure or non-public areas of the Website or the services without authorization;
  
  
• Ads for horses with any sort of ownership dispute are prohibited; no other animals other than horses shall be approved. If found, these ads may be immediately flagged down or deleted and the user's further access to their account may be suspended or terminated;
  
  
• If we receive information that a seller is participating in any sort of questionable, illicit or fraudulent activity via our site, or engaging in any sort of false or misleading advertising, we may disable that seller's account without notice at our own discretion.
  
  
• Advertisers and Sellers are responsible for proofreading ads, posting accurate photos, deletion of ads and marking listings as sold.
  
  
• It is your responsibility to keep a copy of any ad used to buy or sell on our site. We do not keep archives of the database or any individual listing.

PRIVACY POLICY.

To list an item, animal or service for sale on the Website, sellers are required to provide certain identifying contact details. Our policies concerning the use of your personal information are set forth in our Privacy Policy available at: https://equicyte/terms-conditions/. The terms of the Privacy Policy are incorporated herein by this reference. Please carefully review the information contained in the Privacy Policy. By using this Website and/or the services provided through this Website, you agree to waive and release EquiCyte from any claim or liability in connection with the collection, use, or disclosure of information that is consistent with the terms of the Privacy Policy.

DISCLAIMER; NO WARRANTY.

THE WEBSITE, THE SERVICES AND THE MATERIALS, CONTENT AND GOODS OFFERED ON THIS WEBSITE ARE STRICTLY PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EQUICYTE DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE, THE SERVICES AND ALL MATERIALS, CONTENT, GOODS AND SERVICES OFFERED THROUGH THE WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES OR NON-INFRINGEMENT.

NEITHER EQUICYTE, ITS PARTNERS, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, OR THIRD PARTY CONTENT PROVIDERS WARRANT THAT THE SITE, OR THE SERVICES, OR THE MATERIALS OR CONTENT ON THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE OF VIRUSES, PHISHING OR OTHER CYBER-SECURITY THREATS, OR THAT MESSAGES OR REQUESTS WILL BE DELIVERED OR RECEIVED. EQUICYTE IS NOT RESPONSIBLE FOR MAIL DELIVERY ERRORS OR INFORMATION NOT RECEIVED. THE SELLER HAS THE RIGHT NOT TO RESPOND.

WE CANNOT GUARANTEE THAT OUR WEBSITE AND/OR SERVICES WILL ALWAYS MEET YOUR EXPECTATIONS. NOR CAN WE GUARANTEE THAT THE WEBSITE FUNCTIONS WITHOUT ERROR AND/OR THAT CONTINUOUS AND/OR SECURE ACCESS TO THE WEBSITE OR PARTS THEREOF CAN BE OBTAINED.

YOU ARE RESPONSIBLE FOR ENSURING THAT YOU HAVE IMPLEMENTED PROCEDURES TO PREVENT CONTAMINATING COMPONENTS FROM INFECTING YOUR COMPUTER AND ITS DATA. EQUICYTE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULT OF THE USE OF THIS WEBSITE, THE SERVICES OR THE MATERIALS OR CONTENT ON THIS WEBSITE RELATED TO THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

WE DO NOT UNDERTAKE TO REVIEW ALL MATERIAL BEFORE IT IS POSTED ON THE WEBSITE, AND CANNOT ENSURE PROMPT REMOVAL OF OBJECTIONABLE MATERIAL AFTER IT HAS BEEN POSTED. ACCORDINGLY, WE ASSUME NO LIABILITY FOR ANY ACTION OR INACTION OR MISREPRESENTATIONS, REGARDING TRANSMISSIONS, COMMUNICATIONS, SALES, PAYMENTS, OR CONTENT PROVIDED BY ANY USER OR THIRD PARTY. WE SHALL IN NO CASE ASSUME ANY LIABILITY OR RESPONSIBILITY TO ANY PARTY FOR PERFORMANCE OR NONPERFORMANCE OF ANY SERVICE, TRANSACTION OR ACTIVITY.

IT IS THE RESPONSIBILITY OF EACH PARTY TO EXERT CAUTION AND GOOD JUDGMENT WHEN TRANSACTING THROUGH EQUICYTE. WE ACT AS AN ONLINE VENUE FOR SELF-PUBLISHED LISTINGS OF EQUINE GENETIC MATERIAL AND OTHER ITEMS FOR SALE. WE ARE STRICTLY NOT INVOLVED IN THE TRANSACTION BETWEEN BUYERS AND SELLERS. SELLERS AND ADVERTISERS ARE STRICTLY RESPONSIBLE FOR COMPLYING WITH ANY AND ALL APPLICABLE LAWS, RULES OR REGULATIONS, INCLUDING WITHOUT LIMITATION ANY LOCAL, STATE, PROVINCIAL, NATIONAL OR INTERNATIONAL LAW, ANY IMPORT OR EXPORT CONTROL LAWS, AND ANY REGULATIONS PROMULGATED BY ANY STATE OR FEDERAL AUTHORITY THAT MAY APPLY TO THE GOODS OR SERVICES DISPLAYED IN THEIR ADVERTISEMENTS.

WE ARE NOT AN AGENT, BROKER, OR DEALER IN HORSES, AND MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE GOODS AND SERVICES BEING LISTED THROUGH THE SITE. WE OFFER A SEARCHABLE DATABASE OF ONLINE ADS FOR EQUINE GENETIC MATERIAL FOR SALE AND LEASE.

All fees paid are non-refundable. EquiCyte reserves the right to delete ads without notice. Sellers are solely responsible for any taxes or fees resulting from use of the Website, including any sales arising out of the Website.

LIMITATION OF LIABILITY.

IN NO EVENT WILL EQUICYTE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA, STOLEN INFORMATION OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, NON-AVAILABILITY OR NON-SECURE AVAILABILITY OF THE SITE, CHANGES IN THE SERVICES OR SITE, OR THE RESULTS OF USE OF THIS WEBSITE, THE SERVICES, ANY WEBSITES LINKED TO THIS WEBSITE, THE MATERIALS, CONTENT OR INFORMATION CONTAINED ON ANY OR ALL SUCH SITES; THE MATERIALS, CONTENT, OR SERVICES OFFERED ON THIS WEBSITE OR THE SERVICES; THE ACCURACY OR INACCURACY OF SUCH MATERIALS AND CONTENT; AND ACTS BY SITE USERS IN VIOLATION OF THESE TERMS OF USE AND/OR APPLICABLE LAWS AND REGULATIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL EQUICYTE BE LIABLE TO YOU IN ANY MANNER WHATSOEVER FOR ANY ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON INFORMATION, WHETHER CORRECT OR INCORRECT, OR IN CONNECTION WITH ANY PURCHASE BY YOU OF SERVICES FROM THIRD PARTIES OR USE OF PRODUCTS PURCHASED OR PROVIDED THROUGH THIS WEBSITE OR THE SERVICES. EQUICYTE SPECIFICALLY DISCLAIMS ALL LIABILITY RELATED TO REPRESENTATIONS MADE BY ADVERTISERS AND SELLERS AS TO THE NATURE OF ALL PRODUCTS SOLD THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO BREED REPRESENTATIONS RELATED TO EGGS, EMBRYOS, SPERM OR OTHER GENETIC MATERIALS.

TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

EQUICYTE’S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION RELATED TO THIS WEBSITE AND THE SERVICES, THE MATERIALS AND CONTENT ON THIS WEBSITE OR YOUR ACCESS OR USE OF THIS WEBSITE, THE SERVICES OR THE MATERIALS AND CONTENT OFFERED THROUGH THIS WEBSITE WILL NOT BE GREATER THAN (A) THE TOTAL COMPENSATION THAT YOU PAID TO EQUICYTE DURING THE SIX (6) MONTHS PRIOR TO THE ACT THAT CAUSED THE LIABILITY, OR (B) $150, WHICHEVER IS HIGHER.

You understand, acknowledge and agree that your use of the Site, and reliance on any content, representations, services or other information or materials related thereto, is solely at your own discretion and risk and that you will be solely responsible for any direct or indirect liability that may arise. As more fully described above, this includes claims for damages, losses, financial or otherwise, connected in any way to your use of the Site or any other communication, representation, content, services or information linked to EquiCyte. You hereby expressly disclaim and release and waive EquiCyte from any direct or indirect liability, claims, damages, losses, costs or expenses, relating to the above.

THIRD PARTY WEBSITES AND DOWNLOADABLE MATERIAL.

The Website may contain references to the websites of third parties (for example by means of a hyperlink). EquiCyte is not responsible for, and has no control over, the content of any such third party owned downloadable materials or external sites. You understand that EquiCyte cannot and does not guarantee or warrant that files or software of any kind, from any source, that are available for downloading through this Website or the services or through third party websites linked to this Website, will be free of infection, viruses, worms, Trojan horses or other code or defects that contain or incorporate contaminating or destructive properties. Links to other websites do not imply an endorsement of the materials, products, content, or ideas displayed on, or disseminated at or through those websites, nor does the existence of a link to EquiCyte’s Website imply that the organization or person publishing at that website endorses any of the materials or ideas at this Website. EquiCyte reserves the right to disable links from third-party websites to any of EquiCyte’s websites at any time without prior notice.

INDEMNIFICATION.

Advertisers and users must conduct sufficient research themselves and obtain sufficient information before placing an advertisement on the Website. We do not control the quality of the content of the ads, the security or legality of the advertised products or services, the correctness of or representations made in the offers, the authority of advertisers to sell products or offer services and/or the authority of users to purchase products or services. EquiCyte cannot and does not guarantee any of the foregoing. EquiCyte also cannot guarantee that the products or services offered by advertisers on the Website will meet your expectations.

You agree to indemnify and hold EquiCyte, and its officers, agents, partners and employees harmless against claims or demands, including reasonable attorney’s fees, made by any third party due to or arising out of:

(i) entering into an agreement based on an advertisement;

(ii) the use of products purchased via the Website;

(iii) the use of the Website and/or services offered through the Website;

(iv) content you submit, post to, email, or otherwise transmit through this Website and/or services, including claims of infringement by third parties;

(v) any inaccuracy or misrepresentation made by an advertiser or seller on the Site pertaining to the nature or breed of the product being listed for sale or sold;

(vi) your connection to this Website or the services; and/or

(vii) your breach of these Terms of Use or any applicable terms and conditions of sale.

If you should have any type of dispute with any other user of EquiCyte, you agree to release and hold harmless, EquiCyte from responsibility of any nature resulting from such disputes.

CHANGES; UPDATES; TERMINATION.

From time to time, we may update these Terms of Use. For significant changes, we will notify you by posting a prominent notice on our Website indicating at the bottom of the Terms of Use when it was most recently updated. As such, we encourage you to please check the Terms of Use periodically for material changes. You agree to be bound by all the provisions of these Terms of Use that are displayed on the Website on the date you use the Website. Your continued use of the Website indicates your acceptance of all of the provisions of these Terms of Use that are displayed on the Website on the date of such use.

EquiCyte may change the Website or parts thereof, including the advertising duration, renewal options, the classification of the categories, the layout of the Website and search options, at any time and in its sole discretion. We will endeavor to announce such change within a reasonable time before it is implemented. Prices may change without prior notice. Please see the pricing page for current fees and prices.

EquiCyte may change the Website or parts thereof at any time. We can also change or terminate our services at any time. We will endeavor to announce such change or termination within a reasonable time before it is implemented.

INTELLECTUAL PROPERTY.

EquiCyte cannot be held responsible for violations created or caused by its users and/or customers. These violations include, but are not limited to: copyright violation, trade names or patents, trademark violations or other content which is in violation of any local, state or federal laws.

EquiCyte, may, under appropriate circumstances, and at its own discretion, terminate and/or disable the accounts of users who have infringed on the copyrights of others. Customers are solely responsible for obtaining permission from professional photographers, subjects, etc. to display images on our Site. No images labeled "PROOF" will be permitted on our Website.

The Website and relevant content of the Website are protected by copyright, trademark and other laws of the United States. All trademarks, service marks, and logos referenced or appearing on the Website are the property of EquiCyte or their respective owners. The Website’s content, including but not limited to, all designs, photographs, graphics, videos and other imagery, may not be used, copied, downloaded, republished, reproduced, adapted, modified, distributed, licensed, sold, transferred, transmitted, streamed, broadcasted or otherwise exploited without EquiCyte’s prior express written permission. EquiCyte’s names, trademarks, service marks, and logos that appear on the Website may not be used in any manner or for any purpose without EquiCyte’s prior express written permission.

DMCA AGENT POLICY

We respect the intellectual property rights of others, and require that the people who use this Website and/or the services do the same. If you believe that your work appears on this Website or the services and has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below: (i) Your address, telephone number, and email address; (ii) A description of the copyrighted work that you claim has been infringed; (iii) A description of where the alleged infringing material is located; (iv) A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law; (v) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and (vi) A statement by you, made under penalty of perjury, that the above information contained in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Copyright Agent: [Point of contact email address]

GENERAL TERMS AND CONDITIONS

These Terms of Use will be governed and interpreted in accordance with the laws of the State of Florida, United States of America, notwithstanding any principles of conflicts of law. If any party institutes a lawsuit or other action or proceeding pertaining to these Terms of Use, any right or obligation of any party hereunder, or any breach of these Terms of Use, then the sole and exclusive venue and jurisdiction for filing and maintaining any such lawsuit or other action or proceeding shall be in the Courts sitting in Marion County, Florida or the U.S. Middle District of Florida and each party waives the right to institute or maintain any such suit, action or proceeding in any other courts or forums whatsoever.

By using the Website, you consent and submit yourself to the personal jurisdiction of such court. You agree that in the event of a breach by you of any provision of these Terms of Use, EquiCyte shall be entitled to seek and obtain injunctive or other equitable relief, or both, in each case without the requirement to post any bond or other form of security, and without such act constituting an election of remedies or disentitling EquiCyte to each and every remedy available at law or in equity for a breach of this Agreement by you. These Terms of Use, together with any applicable terms and conditions of sale and the Privacy Policy constitute the entire agreement between the parties relating to the use of this Website and the services.

SEVERABILITY; WAIVER

If any provision of these Terms of Use are found by a court of competent jurisdiction to be void, invalid, unenforceable or otherwise contrary to law or equity, the remaining provisions of these Terms of Use that can be given effect without such void or unenforceable term or provision, shall be given full effect and binding on the parties. EquiCyte’s failure to enforce strict performance of any provision of these Terms of Use, or to penalize any violation of these Terms of Use, does not constitute a waiver of future violations.

LAST UPDATED: October 6, 2021