TERMS AND CONDITIONS INTRODUCTION 1. Welcome to Cafedreams.com (the "Site") provided by Dreams Online Pvt. Ltd. (the "Site Provider") and thank you for reviewing our Terms and Conditions. By accessing, using, browsing, bidding, buying, selling or chatting on the Site and/or by using any online or offline services offered, organized or provided by the Site Provider and/or by participating in any online or offline events organized or associated with the Site Provider, you (the "User") agree that you have read, understood and agree to be bound by: (a) all the clauses contained in this document (the "Terms and Conditions"); (b) the Privacy and Security Policy of the Site; (c) all the documents referred to in these Terms and Conditions; (d) the procedures and guidelines for using the Site contained elsewhere on this Site; and (e) all applicable laws, statutes, ordinances, rules and regulations. If, for any reason, you do not agree to abide with these Terms and Conditions, then please do not use the Site or participate in any of the online or offline activities organized or provided by or associated with the Site Provider. 2. Headings used in these Terms and Conditions are for convenience only and in no way do they define, limit, construe or describe the scope or extent of any section or clause. Please read these Terms and Conditions in their entirety before using the Site. CHANGES 3. The Terms and Conditions and the Privacy and Security Policy may be revised by the Site Provider in the future. If they are revised, the revised version will be effective 30 days after it is initially posted on the Site. Please re-read the Terms and Conditions and the Privacy and Security Policy from time to time for changes. By using the Site after the revised version takes effect, you will be deemed to have accepted the revised version. ELIGIBILITY 4. The Site and its services are offered only to people who, and parties that, may lawfully enter into and form contracts and participate in auctions and sales on the Site under applicable law. SITE INTEGRITY 5. Users are prohibited from using any mechanism, device, software, script or routine to affect the proper functioning of the Site or from taking any action that places an unreasonable burden or excessive load on the Site's system/s. 6. Users are prohibited from taking any action that infects the Site with any computer programming routine - including any virus, worm, time bomb, cancelbot or trojan horse - that many damage, interfere with, delay, intercept or expropriate any system, data or personal information. 7. The Site Provider has the right, but not the obligation, to monitor or investigate any activity and content associated with the Site. 8. The Site Provider at its sole discretion may, with or without notice, take any action that it deems appropriate (which may include, but is not limited to, issuing warnings, restricting, suspending or terminating a User from accessing or using the Site and/or its services or prosecuting the User to the full extent of the law), for any reason that it believes is in the interest of the Site including, but not limited to, where the Site Provider believes or suspects a User to have been in breach of these Terms and Conditions or to have engaged in undesirable, fraudulent or illegal activity in connection with the Site. 9. The Site Provider reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators or other third parties. ROLE OF THE SITE AND THE SITE PROVIDER 10. The Site is primarily an auction and sale site for celebrity related Items. As such, the Site is merely a venue for sellers to list Tangible and/or Intangible celebrity related items (the "Items") for auction and/or sale and for buyers to bid on or buy the Items. "Tangible Items" are those Items that are physical objects. "Intangible Items" refers to all other Items. At no point in time does the Site Provider have ownership of the Items. Legal ownership of Items transfers directly from the sellers to the buyers. It is only for the sake of convenience that the Site Provider acts as the conduit for the transfer of Items from sellers to buyers and for the transfer of payments from buyers to sellers. SELLING 11. An Item provided by a Seller to the Site Provider may either be auctioned or sold by the Site Provider, on behalf of the Seller, through the Site or any other website or through any offline means. However, the Site Provider cannot guarantee the successful auction or sale of any Item. 12. A seller who provides to the Site Provider a celebrity related Item for auction/sale must be the owner of the Item (in the case of a Tangible Item) or able to legally provide the Item (in the case of an Intangible Item). A seller must not place an Item on auction/sale whereby any law, ordinance or regulation is violated or which infringes any third party's rights including, without limitation, copyright, patent, trademark, trade secret, design or other proprietary rights or rights of publicity or privacy. 13. Sellers must donate at least 5% of the winning bid/sale price to a charitable cause of their choice, and give 45% of the winning bid/sale price to the Site Provider as commission. The commission percentage owed to the Site Provider may be modified for sellers with whom the "Exclusivity Agreement" or the "Affinity Agreement" is signed or for some other consideration at the discretion of the Site Provider. 14. To place an Item on auction/sale, the seller will be required to sign an "Authentication and Agreement Certificate" provided by the Site Provider. The Authentication and Agreement Certificate, inter alia, requires the seller to truthfully and correctly state the description and (where applicable) the history of the Item, the minimum starting bid / minimum sale price at which the Item may be placed on auction/sale, the percentage of the winning bid/sale price which must go to a charitable cause and the benefiting charity. The Authentication and Agreement Certificate also requires the seller to accept these Terms and Conditions. 15. The seller is solely responsible for the authenticity, description and history of the Item. The Site Provider shall not be responsible or liable for any errors, omissions or misrepresentations contained therein. The Site Provider may, for reasons of length or style, edit the description and history of an Item as stated in the Authentication and Agreement Certificate before posting it on the Site. 16. The starting date/time, ending date/time and duration of an auction/sale shall be in the sole and absolute discretion of the Site Provider. 17. The Site Provider shall be obliged to start the auction/sale of an Item at a price equal to or higher than the minimum starting bid / minimum sale price stipulated by the seller. 18. The Site Provider may advertise or market the Site in general and/or any specific Item, auction, sale, feature and content that was, is or is proposed to be given to the Site Provider for auction, sale, display or as a give-away. The advertising or marketing may be done worldwide by the Site Provider in any form, media or technology now known or later developed. In doing the advertising or marketing, the Site Provider shall be entitled to use any and all relevant or pertinent information, material, matter, photographs and visuals, including but not limited to, the names, photographs and visuals of sellers and celebrities to or with whom Items, auctions, sales, features and other content on the Site are related. 19. At the end of the auction/sale of an Intangible Item, the seller is obliged to complete the transaction in good faith. Where a particular time or timeframe for the seller to provide the Intangible Item to the buyer was not stated in the Authentication and Agreement Certificate, the seller is obliged to provide the Intangible Item to the buyer within a reasonable period of time and at a time and in a manner that is convenient to both the seller and the buyer. 20. The seller is solely responsible for his/her personal safety and security during the course of providing the Intangible Item to the buyer. The Site Provider shall not be responsible to the seller or any third party for any of the words, actions or deeds of the buyer. 21. For the sake of convenience, the buyer shall remit his/her payment at the end of the auction/sale to the Site Provider. The Site Provider shall receive this payment on behalf of the seller. Upon clearing of the payment in the Site Provider's bank, the Site Provider shall act as follows: (a) send the stipulated donation to a charity on behalf of the seller within 14 days of the payment clearing in the Site Provider's bank; (b) keep its own commission; and (c) send the balance of the winning bid/sale price to the seller within 14 days of the payment clearing in the Site Provider's account. In the case of Intangible Items however, the 14 days for the Site Provider to send payments to the charity and the seller shall begin from the time the seller has completed providing the Intangible Item to the buyer. 22. The Site Provider may earn interest or other compensation from the balances in its bank accounts that result from the timing difference between it receiving funds from the buyer and its bank accounts being debited to pay the charity and the seller. The Site Provider shall not owe any interest or other compensation to the charity or to the seller as a result of this timing difference. 23. Notwithstanding that the Authenticity and Agreement Certificate may have been signed by the Site Provider and a seller, the Site Provider reserves the right to: (a) decline placing an Item on auction/sale, cancelling the Authenticity and Agreement Certificate, and (in the case of a Tangible Item) returning the Item to the seller; or (b) cancel an auction/sale at any stage and for any reason, at the Site Provider's sole discretion, and then either re-auctioning/selling the Item or cancelling the Authenticity and Agreement Certificate and (in the case of a Tangible Item) returning the Item to the seller. The Site Provider shall not be liable to the seller or any third parties for any loss or damage, either direct, indirect, incidental, consequential or punitive, as a result of the Site Provider exercising any of the rights in this clause. 24. A seller's only revenue source by using the Site and/or services offered by the Site Provider is from successful winning bids on or purchases of the seller's Items, subject to the shares of the winning bids/sale amounts that the seller must donate to a charitable cause and give to the Site Provider as commission respectively. Any revenue the Site Provider may derive from any other revenue sources, including but not limited to, online or offline advertisements, banners, sponsorships of auctions, sponsorships of pages on the Site, acquired as a result of the Site Provider marketing the Items provided by the Seller, shall belong in full to the Site Provider only. BIDDING AND BUYING 25. A User may place a bid on or purchase an Item after providing all the personal, payment and other information required from the User during the bidding/buying process. All the information must be provided truthfully, accurately and in good faith. 26. The Site Provider is not responsible for any errors or omissions in the transmission of bids/purchases or in the transmission of information provided by the User at the time of bidding/buying. 27. The Site Provider may, but is not obliged to, investigate and verify the bid/purchase and/or the information provided by a User during the bidding/buying process by any method that the Site Provider deems appropriate. The Site Provider may verify a bid/purchase made on the basis of cheque, bank draft or cash on delivery by any method, including without limitation, contacting the bidder/buyer, before listing the bid/purchase. 28. Where the Site Provider suspects or believes that a bid/purchase made by a User or the information provided by a User during the bidding/buying process is either fraudulent, untrue, inaccurate, intended to manipulate the auction/sale, not provided in good faith or not provided with good intention, the Site Provider may take any action including removing the User's bid/purchase, suspending or terminating the User's right to access the Site and prosecuting the User to the fullest extent of the law. Please note that even if a User does not provide his/her real identity during the bidding/buying process, the User's web browser transmits a unique address that can be used to identify the User. 29. In the event of identical bids, the Site Provider shall have sole and absolute discretion to decide which bid shall take precedence. Normally, the first bid received and verified by the Site Provider shall take precedence. 30. A bid/purchase is not retractable by the User except in exceptional circumstances, such as when the seller materially changes the Item's description or history after the bid/purchase has been placed. The Site Provider's decision on a request to retract a bid/purchase shall be final. 31. The Site Provider may, in its sole and absolute discretion, remove any bid/purchase at any time for any reason. 32. In the case of an auction, the winning bidder shall be the person with the highest bid verified and accepted by the Site Provider at the end of the auction. In the case of a sale, the buyer shall be the first person to complete the purchase transaction. The Site Provider's determination of the successful bid/purchase shall be conclusive. 33. The winning bidder/buyer is obliged to remit to the Site Provider the "Total Purchase Price" (see herein below for definition) for the Item within 14 days of the end of the auction/sale. The Total Purchase Price may be paid via any of the modes of payment outlined in the bidding/buying page of the Site. 34. In the case of Intangible Items, the "Total Purchase Price" consists of the winning bid amount/sale amount only. In the case of Tangible Items, the "Total Purchase Price" consists of: (a) the winning bid amount/sale amount; and (b) the cost of packing, courier, transit insurance, customs duty (if applicable), taxes (if applicable) of/on the Item from New Delhi to the winning bidder/buyer's shipping address. (If a User has any questions about the potential cost of shipping an Item, the User should contact the Site Provider to obtain a shipping estimate.) 35. If the Site Provider is not in receipt of the Total Purchase Price from the winning bidder/buyer within 14 days of the end of the auction/sale, the Site Provider may cancel the winning bidder/buyer's bid/purchase, suspend or terminate the right of the winning bidder/buyer to use the Site and participate in the Site Provider's other online and offline services and events and/or prosecute the winning bidder/buyer for recovery of the Total Purchase Price alongwith legal costs and interest. 36. If the Site Provider cancels the winning bidder's bid or the buyer's purchase, the Site Provider may, in its sole discretion, cancel the auction/sale, re-auction/sell the Item, or invite the next highest bidder / another willing buyer of the Item (the "Final Underbidder") to purchase the Item. 37. If the Final Underbidder is invited to purchase the Item, he/she may accept or refuse the invitation to purchase the Item. If the Final Underbidder accepts the invitation to purchase the Item, he/she shall be deemed to be the winning bidder/buyer and his/her bid amount/sale amount shall be deemed to be the winning bid amount/sale amount. All the clauses in these Terms and Conditions pertaining to a winning bidder/buyer shall apply to such a person, except that the 14 day period to remit the Total Purchase Price shall be deemed to begin from the time the Site Provider issues the invitation to the Final Underbidder to purchase the Item. 38. After the Total Purchase Price has been received by the Site Provider, the Site Provider shall courier the Item to the buyer's shipping address (in the case of Tangible Items) or coordinate the seller's delivery of the Item to the buyer (in the case of Intangible Items). 39. Title to an Item and risk of loss and damage will pass from the seller to the buyer when the Site Provider delivers the Item to the shipper for shipment to the buyer. If the Item is lost or damaged in transit, the buyer should contact the shipping agent and process a claim under the applicable insurance policy. 40. During the delivery and performance of an Intangible Item, the buyer is obliged to maintain good faith and humour, and behave in a decent, safe and reasonable manner. The Site Provider shall not be responsible for the personal safety or security of the buyer or any third parties. 41. Any claim made by a buyer in respect of the authenticity of an Item, or the description or history of an Item as stated during the auction/sale, or (in the case of an Intangible Item) the non-delivery, non-performance, unsatisfactory delivery or unsatisfactory performance of an Item can be made against the seller only and is limited to a maximum of the buyer's winning bid amount/sale price. The buyer shall not be entitled to any incidental, consequential or punitive damages incurred or claimed. 42. The Site Provider has the right to advertise and publicize the name and the city/country of domicile of winning bidders/buyers. However, Users may revoke the right of the Site Provider to use their name, by informing the Site Provider of the same, at any time before the commencement of the advertising or publicity. MEMBERSHIP OF THE SITE 43. Membership of the Site is, at the moment, free. 44. The Site Provider may, for any reason at its sole discretion, decline to accept a User's application for membership. 45. Members are required to promptly update their account information, including personal and payment information, if any of it changes or needs correction. 46. Members are responsible for the safety and security of their password. Members are not allowed to reveal their password to any third party. If members suspect or believe that their password has been compromised, they must change their password immediately and inform the Site Provider. Members are solely and fully responsible and liable for all bids placed and/or purchases made through their account. 47. The Site Provider may, for any reason at its sole discretion, suspend or cancel a User's membership. TAXES 48. It is the User, and not the Site Provider, who is solely responsible for calculating, collecting, reporting and remitting any taxes, including sales taxes, which may be assessed or levied by, or due or owing to, any taxation authorities of any jurisdiction for transactions that arise in connection with or as a consequence of the User's use of the Site and/or its services. "E-MAIL THIS AUCTION TO A FRIEND" SERVICE 49. Users may not use this service to send spam. 50. Users use this service at their own risk and are solely responsible and liable for any loss or damage that may accrue to them or any third parties as a result or consequence of using this service. SCREENSAVERS / WALLPAPERS / COPYRIGHTS / TRADEMARKS 51. Screensavers and wallpapers offered by the Site may be downloaded, at the sole risk of the User, for free and are strictly for the personal viewing of the User only and not for commercial use. They may not be reproduced or distributed, with or without modification/s, in any form for any reason. The copyright of pictures used in the screensavers and wallpapers belongs to their respective owners. If a User believes that material included on the Site infringes a copyright, please contact the Site Provider promptly so that the Site Provider may investigate the situation and, if appropriate, block or remove the material. 52. The copyrights and trademarks of all other material and content on the Site, such as text, slogans, graphics, logos, designs, button icons, images, audio clips and software, belongs to the Site Provider and may not be downloaded, used or reproduced, with or without modification/s, for any reason. 53. All content entered or posted on the Site by Users, including but not limited to, content posted in the course of promotional offers, contests, lucky draws, giveaways and online chats, becomes the property of the Site Provider. Users agree to grant and assign to the Site Provider the royalty free and perpetual right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, sell, perform and display such content, in whole or in part, worldwide, and/or to incorporate it in other works, in any form, media or technology now known or later developed. PROMOTIONAL OFFERS AND CONTESTS 54. All promotional offers, contests, lucky draws and giveaways on or related to the Site are made at the sole discretion of the Site Provider. The Site Provider may modify or withdraw any offer at any time for any reason. The Site Provider's decision on the winner/s of any promotional offer, contest, lucky draw or giveaway shall be final. 55. The Site Provider is not responsible for errors or omissions in the transmission to the Site of entries for promotional offers, contests, lucky draws and giveaways. ONLINE CHATS 56. Users must not post, upload or otherwise transmit any matter or views that are defamatory, libellous, abusive, obscene or otherwise objectionable. 57. Users will be solely responsible for all the content that they post, upload or otherwise transmit. Under no circumstances will the Site Provider be liable in any way to Users or any third parties for any content, including but not limited to, for any errors, omissions or misrepresentations in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, uploaded or otherwise transmitted to the Site. 58. Users must not send, submit, post or otherwise transmit messages or material that contain software virus, or any files that are designed to interrupt, destroy or negatively affect in any manner whatsoever, any electronic equipment in connection with the use of this Site or another User's ability to engage in real time exchanges. 59. During a chat, Users are advised not to disclose or reveal any personal information relating to the User or any other person, such as address, telephone number, e-mail address, place of work, etc. The Site Provider shall not be liable for any misuse resulting from disclosing or revealing such information. RIGHTS OF REFUSAL, MODIFICATION AND REMOVAL 60. Without being liable to Users or third parties, the Site Provider reserves the right to: (a) refuse to process a transaction or provide a service to anyone at any time for any reason in its sole discretion; and (b) edit, modify or remove any material, content or service on the Site. LINKS 61. The Site Provider is not responsible for the availability of any other site to which this Site links. The Site Provider does not endorse or take responsibility for the contents, advertising, products or other materials made available through any other site. Under no circumstances shall the Site Provider be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to the User in connection with the User's use of, or reliance on, any content, goods or services available on any other site. The User should direct any concerns to that site's administrator or webmaster. DISCLAIMER OF WARRANTIES 62. Without any liability of any kind to Users or third parties, the Site Provider may modify, withdraw or discontinue the Site or any of the services, features or offers on the Site, including specific auctions/sales, with or without notice, at any time for any reason. The Site and its services are provided on an "as is" and "as available" basis. The Site Provider assumes no responsibility for the timeliness, deletion, mis-delivery of or any failure to store any User communications or personalization settings. 63. The use of the Site and its services is solely at the User's risk. Any Item purchased and/or data or image downloaded or otherwise obtained through the use of the Site is at the User's own discretion and risk. The User will be solely responsible for any damage to the User's computer system or loss of data that results from the download of such material. 64. The Site is provided on an "as is" and "as available" basis. The Site Provider makes no other representations or warranties of any kind, express or implied, with respect to the Site, any property, information or service offered on the Site or any transactions that may be conducted on or through the Site, including without limitation: (a) the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (b) that the Site will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error; (c) any implied warranty arising from the Site Provider's interaction with Users, course of dealing or usage of trade; and (d) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of the Site Provider; to the full extent permissible under applicable law, the Site Provider disclaims any and all such warranties. WAIVER OF CLAIMS 65. Because the Site Provider is not responsible for the guarantees provided by a seller or the authenticity, description and history of Items provided by a seller, if a dispute arises between one or more participants regarding an Item or its authenticity, description or history, Users release the Site Provider and its affiliates (and each of their directors, officers, agents and employees) from any claims, demands and damages (whether direct, indirect, incidental, punitive or 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. 66. Users agree to indemnify, defend and hold harmless the Site Provider, and any of its affiliates or related entities and the officers, directors, employees, consultants and agents of each of them, from any and all third party claims, liability, damages and/or costs, including, but not limited to, lawyer's fees, arising from the User's use of our services, the User's violation of these Terms and Conditions or the documents it incorporates by reference, the User's violation of any laws, statutes, ordinances, rules and regulations, or the User's infringement, or infringement by any other person of the User's account, of any intellectual property or other right of any person or entity. LIMITATION OF LIABILITY 67. To the maximum extent permitted by applicable law, the Site Provider and its affiliates will not be liable to any person for any damages of any kind, including without limitation, direct, indirect, incidental, punitive and consequential damages (including without limitation for lost profits, revenues or data), arising out of or in connection with these Terms and Conditions, the Site, the inability to use the Site or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the Site. 68. Where limitation of liability as laid out herein above is not upheld, the Site Provider's liability is limited in all circumstances to the greater of: (a) the Total Purchase Price (in the case of a buyer) or 50% of the minimum starting bid / minimum sale price stipulated by a seller (in the case of a seller); and (b) Rs. 1000. NO AGENCY; THIRD PARTY BENEFICIARY 69. The Site Provider is not the agent, fiduciary, trustee, partner or other representative of any seller or buyer. Nothing expressed or implied from these Terms and Conditions is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to these Terms and Conditions. These Terms and Conditions and all of the representations, warranties, covenants, conditions, clauses and provisions hereof are intended to be and are for the sole and exclusive benefit of the Site Provider and relying Users. SUCCESSORS, ASSIGNEES AND LEGAL HEIRS OF THE SITE PROVIDER 70. All Authentication and Agreement Certificates, Exclusivity Agreements, Affinity Agreements and all other documents and agreements ("Documents") signed between the Site Provider and Users shall survive any assignment, transfer or sale of the Site Provider. In the event of any such assignment, transfer or sale, the successors, assignees and legal heirs of the Site Provider shall acquire all the rights and obligations outlined in all the Documents and all the clauses, rights and obligations outlined in all the Documents shall then be suitably and appropriately construed in the context and to the benefit of the successors, assignees and legal heirs of the Site Provider. SEVERABILITY; NON-WAIVER 71. If any provision of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. The Site Provider's failure to exercise or forbearance from exercising any rights or remedies, or failure to enforce or forbearance from enforcing, the strict performance of any provision of these Terms and Conditions, will not constitute a waiver of the Site Provider's right to exercise such rights or remedies or enforce such provision or any other provisions of these Terms and Conditions in that or any other instance. Any waiver of any provision of these Terms and Conditions by the Site Provider must be made in writing and signed by an authorized representative of the Site Provider specifically referencing these Terms and Conditions and the provision to be waived. (Last revised on June 30, 2000. Copyright 2000 Dreams Online Pvt. Ltd. All Rights Reserved.)