Zoo Auction Policy

Zoo Media (ZOO) Auction Policies

By placing a bid on an auction item, the bidder acknowledges that he/she has read and understood the following terms and conditions, and is in full agreement with such terms and conditions.

Terminology

The following terminology applies to these Terms and Conditions. “Bidder,” “you,” or “your” shall refer to you. “Company,” “ZOO Auction,” “our,” or “we” shall refer to Zoo Media Inc. d/b/a Zoo Media Network Auction. “Seller” or “rights-holder” shall refer to the party who owns the media and is placing the Media up for auction. “Media”, Sponsorship, Licensing or “Advertising” shall refer to an item or set of items for sale in an auction.

The language in all parts of these Terms and Conditions shall in all cases be construed as a whole according to its fair meaning and not strictly for nor against any party. It is mutually agreed that in the event any term, covenant, or condition herein contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant, or condition shall in no way affect any other term, covenant, or condition herein contained. Captions and paragraph headings used herein are for convenience only and are not a part of these Terms and Conditions and shall not be deemed to limit or alter any provisions hereof and shall not be deemed relevant in construing these Terms and Conditions.

Bidder Registration

All bidders must be 18 years of age or older to participate in the auction. ZOO Auction reserves the right to suspend the account of a bidder and/or cancel any bid for any reason.

Payment

In the event a bidder wins an auction, payment of the winning bid, including the Buyer’s Premium (as defined herein) and appropriate charges (collectively, the “Auction Invoice”) is due in full within 7 days of the end of an auction. Payments can be made by cash, check, money order, debit card or credit card, subject to limitations set forth herein. Checks and money orders will be held until cleared. We accept all major credit cards (Visa, MasterCard, American Express, and Discover). Credit card payments can be made directly through our website or by calling (312) 436-0500. Appropriate charges are added to each Medium purchased. If payment has not been made within the 7 days, the credit card on file may automatically be charged for your Auction Invoice. Any credit card that has been added to your account and/or used on your account in the past is eligible to be auto-charged for unpaid balances. If the billing address and requested “ship to” address differ, further verification may be required.

If an Auction Invoice is left unpaid for a period of 21 days or more, or if, at any time, a bidder communicates no intention to pay for an Auction Invoice, the Inventory shall be forfeited and the bidder shall be responsible for a forfeiture fee equal to thirty percent (30%) of the Auction Invoice. The forfeiture fee is assessed under these terms at the sole discretion of ZOO Auction.

Most Media Inventory are processed and delivered within 3-5 business days of Auction Invoice being paid in full. Due to the nature of the product and additional precautions taken during handling, art Media are processed and delivered within 5-7 business days.

All funds are displayed in United States Dollars (USD).

Credit card payments are accepted on invoices up to $20,000. Invoices exceeding $20,000 must be paid with cashier’s check, money order, or wire transfer. Credit Card and PayPal payment are subject to a 5% processing fee.

Delivery Policies

In m0ost cases media can be delivered electrically between buyer and sellers and should be confirmed to ZOO.

Media ship via UPS Ground or UPS-MI Service for both domestic and international shipments. ZOO Auction may, in its sole discretion, use USPS under certain circumstances for domestic orders shipping to a P.O. Box, and can make exceptions to ship USPS for international orders under $300 upon customer request.

International orders may be subject to duties, taxes and/or brokerage fees upon delivery assessed by the carrier. These fees are due upon receipt of the package and are the responsibility of the bidder.

Insurance is added at checkout and is calculated at a rate of 1% of the order total.

Upon customer request, or if a customer does not receive a shipment although tracking shows it was delivered, ZOO Auction will require a signature upon delivery for all future shipments. For this service, an additional charge of $5.87 will be added to each future invoice, including hold to combine invoices. All signature required shipments will be sent via UPS.

Buyer’s Premium

A 17% additional service charge (“Buyer’s Premium”) will be added to the final bid of each Media. The Buyer’s Premium is displayed in each individual auction.

Bidding

Once a bid is placed, it cannot be deleted. Our website requires a 2-step bidding confirmation process in order to eliminate the possibility of a bid error.

Minimum bid increment is 5% of the current high bid. Bids are accepted 24 hours per day directly through our website (www.ZooMedia.us). Our site will automatically generate and send an e-mail when a bidder is outbid on an auction. This is provided as a courtesy service to our bidders and is a non-guarantee service. Although rare, it is possible for our site to encounter interruptions in service or malfunctions. We reserve the right to suspend, cancel, or extend auctions that have been affected by such an occurrence. At the end of each auction, winning bidders will be notified as soon as possible via e-mail. In order to ensure delivery of all of our emails, please add Auction@ZooMedia.us to your address book.

Stock images may be used within an auction if multiple similar items are available to offer and if the item offered has the same or better quality. If a stock image is used, the item offered is guaranteed to be of equal or better quality. Sellers must have the authority to use the image uploaded, ZOO reserves the right to request copyright information.

Extended Bidding

Our auction timer remains constant all year round and corresponds with Eastern Standard Time. All auctions are set up with a 10 minute extended bidding period. The extended bidding period is initiated once an auction countdown is below 10 minutes. During the extended bidding period, all new bids reset the auction countdown to 10 minutes. An auction ends when no new bids are entered for a full 10 minutes. Each auction is on an independent timer so auctions will end at different times. The Ten Minute Auction has no extended bidding period.

Returns

All auction sales are final except in very limited circumstances set forth below. All Media are shown and described to the best of our ability. Please ask any necessary questions before placing a bid. If a Media has been grossly misrepresented in its description, it may be returned. If a winning bidder believes a Media was misrepresented he/she must contact us within 7 days of receipt of the Media with written explanation of the alleged misrepresentation. If it is deemed that a gross error has occurred, it is the bidder’s responsibility to return the Media in question within seven (7) days of notice to the Company of the error. ZOO Auction must be notified within (7) days of the receipt of the misrepresented inventory.

Reserve Prices

Some auction Media may have a minimum price that the sellers are willing to accept for that Media to be sold at auction (“Reserve Price”). If bidding does not meet or exceed the Reserve Price, the Media shall be returned to the rights-holder or relisted into a future auction (at the sole discretion of the Company). Auctions with Reserve Prices display a high bid price in red on the listing page until the Reserve Price is met. Reserve prices are activated beginning 3 days prior to the auction end date.

In Reserve Price auctions, if your maximum bid exceeds or meets the Reserve Price, we automatically increase your bid to meet the Reserve Price, and bidding will continue from there. In addition, bids up to the Reserve Price may be placed by the Company on behalf of the seller up to where the next bid in succession would hit the Reserve Price.

Media marked with a ‘No Reserve’ tag have met the reserve price or do not have a reserve price set.

All media featured in the Daily Auction, Weekly Auction and Ten Minute Auction are always offered with no reserve price.

Auction Cancellation

We reserve the right to cancel an auction at any time for any reason.

Media Offerings

ZOO Auction charges a flat Commission fee of 15% with a minimum commission of $5 per Media. In some cases, lower Commission fees are available. When sending in Advertising, Sponsorships or licensing Media for Commission, please include your contact information as well as an itemized list of the Inventory to ensure they are processed as quickly and accurately as possible.

Any unsold Media will be placed into a future auction or returned to the rights-holder at the discretion of ZOO Auction. All Media will be live for the duration of the auction and will be sold to the highest bidder unless a reserve is not met. All reserve prices must be pre-approved by ZOO Auction prior to the auction going live. We will not consider the request of reserves below $100. While we will do our best to accommodate reserves, reserves should be considered a request and not a guaranteed service. It is the responsibility of each rights-holder to ensure agreed upon reserves have been added to each auction as desired. A rights-holder can view past, active and future media offers through the Commission dashboard. The Commission dashboard can be accessed by logging in and selecting the ‘Commission’ link from the menu in the upper right corner of the website. ZOO Auction will not be held financially responsible for missing reserves.

It is the responsibility of the rights-holder to ensure any adjustment requests for auction Media be submitted in a timely manner, preferably prior to the Media going live. This includes but is not limited to requests regarding adjustments to reserves, titles, descriptions, photos, auction end date and/or auction type (such as daily and weekly). We will do our best to accommodate these requests within the guidelines of our policies and processes.

In consideration of our involved costs, we generally do not allow Inventory items to be pulled from the auction. ZOO Auction may accommodate a request to pull an auction Media under certain circumstances. Any pulled Media will be subject to a $25 fee.

ZOO Auction values authenticity and recognizes the importance of ensuring Media Inventory being offered has been approved by the rights-holder. Rights-Holders are only added to our approved list following careful review. To be considered, a rights-holder must pass our extensive integrity test and must provide a verifiable of media rights. Please note that no rights-holder has guaranteed acceptance. ZOO Auction, at our sole discretion, may require further authentication on a media inventory item, regardless of the authentication already included with the item.

The following list of approved rights-holders may not be all inclusive and is subject to change without notice.

Approved Rights-holders

• Zoos
• Animal Parks
• Aquariums
• Associations
• Municipalities
• Publishers
• Television Networks
• High Schools
• Community Colleges
• Universities

In the event we require additional authentication, Media will be authenticated in-house by Zoo Media, our exclusive third party rights-holder. Zoo Media is in our office regularly to authenticate Media at discounted rates. Authentication fees start at $50 per Media (not to exceed $150 per Media). ZOO Auction will pay the authentication fee(s) initially and deduct the amount from the rights-holder’s account. There will be no authentication fee for Media that do not pass the authentication process, and these Media will be returned to the rights-holder. The rights-holder is responsible for the return processing cost.

Disputes

Any disputes, controversies or claims arising out of or relating to these Terms and Conditions, the auction of a Media, or the breach thereof which cannot be settled between bidder and the Company shall be decided by a single independent arbitrator. Such single independent arbitrator shall be jointly chosen by bidder and the Company. The parties shall name the arbitrator within thirty (30) days after one or the other has given notice to the other requesting arbitration. If bidder and the Company are unable to agree upon a single independent arbitrator, either party may apply to the American Arbitration Association for appointment of a single arbitrator. The award made by the single arbitrator shall be final and binding, and judgment may be entered in any court having jurisdiction thereof. The cost of the arbitration procedure shall be borne by the losing party, or, if the decision is not clearly in favor of one party or the other, the costs shall be borne as determined by such arbitration proceeding. At the request of either party, arbitration proceedings shall be conducted in the utmost secrecy. In such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator in secrecy, available for inspection only by a party and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in secrecy. In all other respects, the arbitrators shall conduct all proceedings pursuant The United States Arbitration Act (Pub.L. 68–401, 43 Stat. 883, enacted February 12, 1925, codified at 9 U.S.C. ch. 1), more commonly referred to as the Federal Arbitration Act or FAA, is an act of Congress that provides for judicial facilitation of private dispute resolution through arbitration.BIDDER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY REGARDING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS.

Each party to these Terms and Conditions agrees to indemnify each other party and hold it harmless from and against all claims, damages, costs and expenses (including attorneys’ fees) attributable, directly or indirectly, to the breach by such indemnifying party of any obligation hereunder or the inaccuracy of any representation or warranty made by such indemnifying party herein or in any instrument delivered pursuant hereto or in connection with the transactions contemplated hereby.

These Terms and Conditions shall be deemed to be made under and shall be construed in accordance with and shall be governed by the laws of the State of Colorado and (subject to any provision providing for mandatory arbitration) suit to enforce any provision of these Terms and Conditions or to obtain any remedy with respect hereto may be brought in Superior Court, Weld County, Colorado, and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said court.

Abandoned Media Property

In cases of abandoned items, e.g. Commission Media that we receive without the required information, Media won at auction that require additional verification of information to deliver, and/or Media won at auction that are returned to us after a delivery attempt, ZOO Auction will hold the items for no less than and no more than 6 months. During said 6 months, we will make a minimum of 5 attempts to contact the owner of the media items via phone and/or email. After 6 months, ZOO Auction will take ownership of or discard the items. Please note, any and all contact attempts will be made using the information you provide us when signing up for a user account, so keeping contact information current is highly encouraged.