However, LABMAKERS CANNOT and should NOT be deemed an active participant in underlying equipment-buying or selling transactions. LABMAKERS offer only a venue for such commercial transactions and does not purport to involve itself in the actual underlying transactions of selling, buying or auction. This point cannot be emphasized enough. By reading and agreeing to this Agreement, you specifically acknowledge the passive venue-only, laissez-faire, hands-off policy of LABMAKERS. LABMAKERS will, however, seek to and utilize the best of its ability to minimize the downsides of Internet’s anonymous and impersonal characteristics of transactions on it. That is not to say, however, that LABMAKERS shall assume the role of an active regulator.

LABMAKERS may amend the following terms and conditions, which follows as below, with or without advance notice at any time. The amended items or contents shall, however, be posted on the website, and will become effective 24 hours after they are initially posted on our site.

1. Who may participate in LABMAKERS. Any authorized individual over the age of 18 who are capable of forming a binding contract under the applicable law of the applicable jurisdiction may participate in LABMAKERS and its services. Any individual whose membership is suspended or terminated, temporarily or permanently, are excluded from participation. Before suspension or termination, all registered members are considered to be authorized users of LABMAKERS. If you are a minor or unauthorized, please refrain from using our services.

2. Fee. The use of LABMAKERS website is generally free of charge, unless user opts to use fee-requiring services. Free services include: Listing in Wanted Ad, Donation Ad, and viewing and browsing the website in general. Fee-requiring services include: Listing in Sales Ad, Announcements Ad, Auction Ad, Banner Ad, and other services normally associated with the payment of a fee. Please refer to our Credits section for exact amount of fees required for LABMAKERS services. Fee may be charged separately for any new services prospectively instituted by LABMAKERS. The fee policy may change from time to time (e.g., as in the case of a promotion) at the sole discretion of LABMAKERS, with advance notice of 24 hours, posted within the site.

3. LABMAKERS IS NOT A PARTY TO UNDERLYING TRANSACTIONS. LABMAKERS is only a forum and does not in any way purport to involve itself with any and all underlying transactions between users. All responsibility for representations made by a user in using LABMAKERS services (such as auction, announcement, sales ad or wanted ad) or the like lie with the user making the representation. LABMAKERS cannot possibly or commercially reasonably ascertain the identity of a user, whether he has intent, legal right, title, or possession of an item to sell or whether she has intent, capacity, ability to buy an item. The quality, safety or legality of the items advertised, or the truth or accuracy of the listings including auctions and announcements, or the ability of a listing party to sell (or buy) or a responding party to buy (or sell) is not guaranteed by LABMAKERS. Hence, the responsibility of completing a transaction is exclusively left up to the transacting parties and the users of LABMAKERS hereby agree to assume full responsibility for their transactions.

“ Caveat User”

4. LABMAKERS IS RELEASED FROM ALL CLAIMS ARISING OR CONNECTED TO UNDERLYING TRANSACTION; INDEMNIFICATION; SUBROGATION. Since LABMAKERS is only a forum and the users are solely and fully charged with the responsibility of looking after themselves in then underlying transactions, LABMAKERS is hereby released from all claims, damages, demands (actual or consequential) of every kind arising from or in connection with a dispute between users. The scope of release (of LABMAKERS) further includes damages that are known and unknown, suspected and unsuspected, disclosed and undisclosed, and in every kind and nature. LABMAKERS is further released from any and all exercise of due or ordinary care in preventing foreseeable claims, damages, or demands between users. User recognizes and hereby acknowledges the commercial impossibility of policing the individual underlying transactions between users. Internet is wide and transactions within it are done with lightening speed; therefore, constant monitoring of user transactions is practically impossible and commercially unreasonable. In the event that LABMAKERS incurs any liability or expense due to such a dispute, the party recovering damages from LABMAKERS shall indemnify LABMAKERS for LABMAKERS’ damages or expense including attorney’s fees caused by the dispute. Likewise, the party causing LABMAKERS liability or expense shall also be obligated to indemnify LABMAKERS for LABMAKERS damages or expense caused by the dispute. The party recovering damages from LABMAKERS or the party causing LABMAKERS liability or expense agrees to allow LABMAKERS subrogate to all their rights, claims, or damages when subrogation is appropriate to allow LABMAKERS recover any funds paid it out. If you are a resident of California, or subjected to California jurisdiction, you expressly agree to waive all benefits conferred by California Civil Code Section 1542, which states: “ A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him must have materially affected his settlement with the debtor.”

5. LIMIT OF LABMAKERS LIABILITY. LABMAKERS LIABILITY, AND THE LIABILITY OF OUR AFFILIATES OR SUPPLIERS, TOWARD YOU OR ANY OTHER THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF EITHER 1) THE FEE YOU PAID TO US TO CONDUCT TRANSACTION OF THE UNDERLYING CONTRACT, OR 2) $50. UNDER NO EVENT, SHALL LABMAKERS BE HELD LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT. SUCH INCLUDES LIABILITY CAUSED BY LABMAKERS NEGLIGENCE.

6. USE OF OFFENSIVE, DEFAMATORY, LIBELOUS, THREATENING, HARASSING, OBSCENE, PORNOGRAPHIC, DISCRIMINATORY LANGUAGE OR MATERIAL, OR MATERIAL DETRIMENTAL TO LABMAKERS CORPORATE IMAGE IS EXPRESSLY PROHIBITED. LABMAKERS is a commercial site for the use, enjoyment, and benefit of Internet commercial traffic. The use of offensive, defamatory, libelous, threatening, harassing, obscene, pornographic, discriminatory (racial, ethnic, age, nationality, gender-based) language or material, or material detrimental to LABMAKERS corporate image is strictly prohibited on LABMAKERS. The language or material is determined to be such when to the sensibility of an ordinary person it offends, defames, libels, threatens, harasses, is obscene, depicts pornography or discriminates. LABMAKERS expects the site users to exercise proper ethical conduct and proper etiquette as a common courtesy of cyberspace.

7. INFRINGEMENT OF INTELLECTUAL PROPERTY; VIOLATION OF PRIVACY; COMMISION OF UNLAWFUL OR ILLEGAL ACTS ON LABMAKERS. The user shall not use LABMAKERS site to infringe any third party’s patent, copyright, trademark, trade secret or other proprietary rights or rights of publicity or privacy. By agreeing to User Agreement, the user warrants that the material to be published on LABMAKERS is free and clear of any infringement of a third party’s intellectual property. In the event that LABMAKERS is sued by a third party, or incurs cost or damages due to such infringement, the user causing the infringement agrees to pay or indemnify LABMAKERS of all damages, including but not limited to court cost, attorney’s fees, expenses, settlement cost, or amount paid out pursuant to a judgment. The user agrees not to publish private information of third parties in violation of any local, state, federal, national, or international statutes, laws, code, regulations, provisions, or ordinances governing protection of privacy. The user further agrees not to violate any local, state, federal, national, or international statutes, laws, code, regulations, provisions, or ordinances governing export control, consumer protection, unfair competition, antidiscrimination or false advertising. The user further agrees not to commit any other illegal or criminal acts in violation of any applicable laws.

8. OBLIGATION OF USERS--AUCTION

A. BIDDING AND COMPLETING THE TRANSACTION. Highest bidder at the end of an auction, whose bid is accepted by the seller, is obligated to complete the auction transaction. Unless the auction transaction is found to be non-binding, by operation of law or by the application of this User Agreement, an auction award is final and binding upon the bidder and the seller alike. The listing party is likewise bound by the result of an auction and shall complete the transaction by the terms and condition provided within the item description and this User Agreement. The listing party shall not change or substitute material terms in the item description after the auction commences and at least one bid has been properly submitted. When an auction closing time & date is scheduled to fall on a Sunday, the auction closing time & date will be extended to the same time, the following Monday.

B. FORMATION OF LEGALLY BINDING OFFER OR ACCEPTANCE BY THE ACT OF LISTING OR BIDDING. The act of listing an item on LABMAKERS auction by a listing party shall constitute a legally binding offer; that she intends to complete the auction transaction; that she has the legal right or title to sell the item; and that, to the best knowledge of the listing party, the material parts of the description provided for the item is true and accurate. If you receive at least one bid satisfying the terms or conditions stated in your item listing (e.g., minimum bid price or reserve price), the listing party is obligated to complete the transaction with the highest bidder upon the auction’s completion unless you can not authenticate the buyer’s identity, if such materially affects the completion of auction transaction, or if the buyer breaches the term (s) of your listing description. The act of bidding on an item by a bidder on LABMAKERS auction is an agreement that the person shall be bound by the terms of the sale found in the item description in the listing, unless such terms are unlawful or contradict this User Agreement. The act of bidding occurs when a bid is submitted via “Submit” button found in the LABMAKERS. The terms and conditions in User Agreement shall prevail should there exist any contradiction between item description in the listing or the User Agreement. Bids submitted are not retractable unless the listing party effects any material change to the description of the item after the bid, or if the listing party’s identity cannot be ascertained. Material change consists of change in price, quantity, quality, configuration of listed items; terms of shipping and freight; or other change (s) in the content, which an ordinary person in the used laboratory (or the applicable) industry would regard as a material change. Mere change in spelling, font style, rearranging of text, or upgrading of the appearance of the item description, or the like, does not generally constitute a material change, unless such effects a material change as described in the sentence immediately preceding.

C. SUSPENSION OR TERMINATION OF USER MEMBERSHIP UPON WILLFUL, WRONGFUL REFUSAL OR FAILURE TO COMPLETE TRANSACTION OR IN BREACH OF THIS USER AGREEMENT. LABMAKERS reserves its full right to suspend or terminate user membership upon her willful or wrongful refusal or failure to complete the transaction, or upon the determination that such refusal or failure breaches this User Agreement. Fraud, collusion, undue invasion of privacy, infringement of IPR the like, shall also be a ground for suspension or termination of user membership. All parties involved in collusion shall be subjected to this clause. LABMAKERS also reserves the right to suspend or terminate the membership of any person who is suspected of acting on behalf of its competitor or those who engage in acts detrimental to LABMAKERS integrity, image, or purpose.

D. COLLUSION; MANIPULATION OF TERMS, INCLUDING, BUT NOT LIMITED TO, PRICE. LABMAKERS expressly forbids, and the user expressly agrees not to engage in, manipulating act in LABMAKERS auction. Collusion among parties to cause prices of listed items to rise or fall is prohibited and shall constitute a cause for immediate suspension or termination of membership.

E. ADVERTISEMENT OR PROMOTION OF A COMPETING SITE BY A REGISTERED OR NON-REGISTERED MEMBER ON LABMAKERS IN ANY FORM IS PROHIBITED, UNLESS AN EXPRESS PERMISSION IS OBTAINED FROM LABMAKERS BEFOREHAND. FURTHERMORE, THE USE OF LABMAKERS SITE TO LURE AWAY, RECRUIT MEMBERS, AFFILIATES, ADVERTISERS, OR TO ACT IN ANY WAY FOR THE BENEFIT OF LABMAKERS COMPETING SITE IS PROHIBITED. A PERSON SUSPECTED OR FOUND TO ENGAGE IN SUCH ACTS WILL BE SUSPENDED AND/OR TERMINATED OF HIS/HER MEMBERSHIP IMMEDIATELY. USER AGREES THAT THE MEMBERSHIP IN LABMAKERS IS A PRIVILEGE, NOT A RIGHT.

9. FRAUD. Fraud or fraudulent practices shall constitute, without limitation, a cause for immediate suspension or termination of user membership. The final determination that an act is fraudulent shall be made solely by LABMAKERS, and LABMAKERS shall exercise ordinary care in making the determination based on all evidences presented or collected. Membership on LABMAKERS is a privilege, not a right, and abuser of such privilege will not be tolerated. Elimination of fraud on web is a pressing cause in itself and a desirable act in order to promote the viability of web as a commercial forum. However, LABMAKERS does not purport to be a court of law, and thus due process or equal protection, or the like, does not apply (although LABMAKERS will seek to do its best in applying such hallowed principles of law). Users of LABMAKERS are again put on notice that, unfortunately, cyberspace has fraudulent sellers or buyers just as the real world has its share of such characters, and that it is a the policy to take special care in completing a transaction using common sense wherever applicable. LABMAKERS cannot protect each and all-individual users from fraud or other illegal practices that may occur on its website.

10. USE OF INFORMATION PROVIDED BY YOU. LABMAKERS may collect user information from time to time (e.g., at initial registration) to improve the operation of the site or for other LABMAKERS-related or LABMAKERS affiliate-related uses. LABMAKERS regards such information as public in essence and will seek to be fair in the use of such information. Although LABMAKERS will seek not to unscrupulously disseminate the information to other non-LABMAKERS affiliated vendors, you, by registering on LABMAKERS, agree to any legal use or collection of such information by LABMAKERS. Your agreement to this User Agreement shall confirm your initial agreement to our use of your personal information provided at the initial registration and thereby authorize LABMAKERS to collect similar personal information in the future. In the process of user contacting the listing party of an item on LABMAKERS, user's information, such as name, e-mail, and telephone number will necessarily be revealed to the listing party to ensure efficient query transaction between the two parties. The user shall not provide false, misleading, inaccurate, or fraudulent information when requested by LABMAKERS.

11. FORCE MAJEURE; ACT OF GOD; IMPOSSIBILITY. Events such as war, blackout, brownout, unexpected crash of LABMAKERS server, storms, or other such events, which can be viewed as Act of God, under traditional legal construction of the U.S. law, shall excuse a user (and LABMAKERS if applicable) from performing under the contract formed on the LABMAKERS auction. Impossibility of performance excluding commercial impossibility, under traditional legal sense of the U.S. law, shall also excuse a user from performance. In any event, LABMAKERS shall be released from liability pursuant to Section 4 of this Agreement. In particular, users hereby agree that LABMAKERS is released and not to be held responsible for any and all possible damages, whether actual or consequential, known or unknown, avoidable or unavoidable, suspected or unsuspected, caused by the act of God or by malfunction of Web hardware (for example, a crash of the LABMAKERS or other servers). When an unforeseeable event occurs during the process of the listing process and it interferes with the process, the following remedies/policy will be applied. When the system resumes and the data such as bidding/offering prices are not lost, then the listing processes including sales, wanted, and auction also resumes from the time after the event occurrence. Thus, the actual listing process does not recognize the elapsed downtime of the system. If the data as indicated above are lost due to the unforeseeable event and the lost data are not retrievable, the listing process resumes with the conditions/status of 24 hours earlier from the time of the event occurrence.

12. BREACH OF THIS AGREEMENT. Without limiting other possible remedies, any breach of this agreement by a user constitutes a cause for suspension or termination of his/her membership. Breach of this Agreement means violation of any terms you agreed to, impliedly or expressly, found in this Agreement, and also includes, without limitation, your provision of unverifiable, unauthenticable, or false information; or if LABMAKERS has reason to believe, and LABMAKERS shall be the sole judge of sufficiency or accuracy of such belief, that your action may cause legal liability to you, other users or LABMAKERS.

13. DISCLAIMER OF WARRANTY. LABMAKERS AND LABMAKERS-AFFILIATED COMPANIES ARE OFFERING THE USE OF THIS WEBSITE ON “AS-IS, NO WARRANTY” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, OR STATUTORY. FURTHER DISCLAIMER IS MADE WITH REGARD TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE USE OF LABMAKERS WEBSITE IS AT YOUR SOLE RISK.

14. NOTICE.
Notice from LABMAKERS to Users: Notice by LABMAKERS to a user shall be deemed sufficient and good when it is either 1) posted on the usual place of display within the LABMAKERS, such as bulletin board or announcements section, or the like, for a reasonable amount of time; or 2) e-mailed to the e-mail address provided to us by you at your registration; or through certified mail.

Notice from a User to LABMAKERS: User shall give all notices to LABMAKERS by postal mail to LABMAKERS: (BUFFALO-Q SYSTEMS, PO Box 10485, Rockville, MD 20849)
Notice shall be deemed given 1) 24 hours after email is sent, unless it was returned undelivered; or 2) 3 days after the deposit of mail into a postal box.

15. SEVERABILITY; ENTIRE AGREEMENT; CAPTIONS; ARBITRATION; CHOICE OF LAW AND JURISDICTION; ARBITRATION. This agreement is severable in the event that a portion or portions may be found to be invalid or unlawful under applicable law. The remaining portion will continue in validity and shall continue to bind the respective parties. This agreement shall constitute entire agreement between a user and LABMAKERS. Any other agreements, written or oral, shall be superceded by this agreement. This agreement may be altered only by a subsequent properly executed written agreement, which contains the signatures of both the user and LABMAKERS.com.

Captions provided at the start of a paragraph or section are provided only for reasons of convenience and should not be construed in any way to restrict or confine the following content in any way.

Any controversy or claim arising out of or relating to this agreement or LABMAKERS services shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Rockville, Maryland, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Interim or preliminary relief may be sought in any court of competent jurisdiction in Rockville, Maryland, to protect the rights or property of you or LABMAKERS pending the completion of arbitration. NOTWITHSTANDING the provision for binding arbitration clause, in the event of a legal dispute between a user (s) and LABMAKERS, INC. or its employees, agent, officers, directors, assigns, successors, or the like, the parties agree that the laws and the courts of Commonwealth of Maryland, USA shall be used in settling or litigating the dispute, to the exclusion of any other state, federal, national, or international law. Further, the courts of county of Maryland shall be used as proper forum. Further, this Agreement shall be governed in all aspects by the laws of the Commonwealth of Maryland.

16. LACHES; WAIVER. Our failure to enforce a provision of this Agreement or a right shall not be deemed a waiver of the effectiveness or applicability of rights. LABMAKERS reserves the right to enforce the said provision or right retrospectively or prospectively for subsequent breaches.

17. DISCLOSURE. A copy of this User Agreement may be obtained from LABMAKERS BY requesting via mail or e-mail. Our mail and e-mail address is found, respectively, within this Agreement and under “contact us” section in the Website.