Lotz International, LLC. DBA uBIDuWIN (the "Company"), operator of www.ubiduwin.com , provides access to its services ("Service") to individuals, sole proprietors, partnerships, businesses and corporations ("User", "Seller", "Buyer" or "you") subject to the following terms and conditions (the "User Terms and Conditions"). It is required by uBIDuWIN that you review and accept this User Terms and Conditions as a condition of using www.ubiduwin.com and our affiliate services. Our service is comprised of, but not limited to, our online marketplace, www.ubiduwin.com, our user network, online services and our account support ("Services").
BY REGISTERING TO USE THE SERVICE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. AGREEMENT OF THESE TERMS AND CONDITIONS ARE REQUIRED. IF YOU DO NOT AGREE TO ACCEPT THIS USER AGREEMENT, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES OR SITE.
1. ABOUT UBIDUWIN
The Company's objective is to provide wholesale Sellers with a complete solution to liquidate surplus assets efficiently and effectively, and to provide qualified Buyers with a venue to source excess and obsolete goods for a reasonable price.
In order to fulfill its objectives, the Company has developed a technology platform at www.ubiduwin.com and affiliated services to liquidate physical assets and ensure the completion of your transactions. Services provided by the Company include, but are not limited to: fraud prevention, Seller/Buyer communication tools, certification verification, payment collection, integrated shipping, warehousing and logistics management, account management tools, dedicated account personnel, marketing, inspection, and many more services (collectively, Services.).
Notwithstanding anything to the contrary in this Agreement, the Company may compile, collect, copy, modify, publish, display, distribute and use aggregate auction transactional and performance data related, generated from or based on your sales of assets and merchandise and your use of the Services and summary or derivative information based thereon, for its analytical and other business purposes. The Company, however, will maintain your anonymity in publishing this data. The foregoing rights shall supersede and shall not be subject to any obligation of the Company to return or destroy confidential information.
- The Company has developed specific tools that enable qualified potential Buyers and Sellers, registered with the Company, to exchange price details and other information without disclosing their names, or the names of their company in order to protect the Seller's distribution channel policy and to open new markets to qualified Buyers.
- The Company has integrated services related to the closure of the transaction (e.g. due diligence and verification services, logistics and inspection services) to offer the possibility for qualified Buyers or Sellers to remain anonymous throughout the transaction process.
- The Company guarantees that banking or credit card information will be processed by an independent and secure third party. All payment are made through a secure socket layer (SSL), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet, to ensure that the data you provide us is not transmitted over the Internet unencrypted and cannot be viewed by unauthorized individuals.
The Company reserves the right to review and verify the information provided in your registration application and to, at its sole discretion, postpone or reject your registration approval. When the Company has notified a User that their registration form has been approved, the User will become a "Registered User" and shall be permitted to use the Site and Services. The Company reserves the right, at its sole discretion, to review the status and compliance of any User with the terms of this User Agreement and to suspend or terminate a User's use of the Site and Services with or without notice.
User Password and Login
Users select a login and a password, which are subject to the approval of the Company. You agree that you are solely responsible for preserving the confidentiality of your login and your password and all activities and charges related to the use of your password, including unauthorized use. You agree not to furnish your login, password or other information to any other party for use of the Site and Services. Company personnel will never ask you for your password for any reason. You agree to notify the Company immediately of any unauthorized use of your personal password or login and any other breach of security regarding the Services.
Each User agrees that all of the information provided in their registration application is timely, true and accurate. You agree to promptly notify the Company should the User information provided need to be updated, changed or deleted. Any requested changes to the shipping address must be made within 24 hours of the close of the auction and before payment has been applied to the pending transaction. Once payment has been applied no changes to the shipping address may be made. You understand that your failure to provide accurate and complete information may result in actions taken against you, including without limitation, the immediate suspension or termination of your use of the Services. User understands that email will be the primary medium for Company to communicate information about the auctions. It is the responsibility of the User to verify that information they have entered for the Site and Services is accurate and up-to-date.
The Company may, in its discretion, but is not obligated to, monitor material, content and information on the Site, including, but not limited to auction listings and bidding activity, to determine compliance with the terms and conditions of this User Agreement and current and future operating procedures and rules of conduct established by the Company. The Company may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to carry out the terms of this User Agreement, to protect the rights of the Company, for mechanical or service quality control as permitted by law, or to comply with any law, regulation, information, or court order submitted or transmitted to the Company. The Company reserves the right, at its sole discretion and without liability to any User, to amend, edit, remove or otherwise block any material posted by a User which may, in the Company's sole discretion, violate any state, federal or local law or violate any aspect of this User Agreement or in order to limit the Company's liability. However, the Company does not assume responsibility for verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any User as a result of relying on any material, content and information posted on the Company's Site.
Subject to your compliance with this User Agreement, the Company grants you a limited, non-exclusive, revocable, non-sub licensable and non-transferable license to use the Site and Services solely for the purposes of searching, listing, bidding on, or purchasing property through the Company's Site. All other uses of the Company's intellectual property are prohibited.
Users who use the Company's Site to sell product of any kind agree that: Sellers can submit information about assets or merchandise by using the online platform. This platform enables you to include all the relevant information regarding the merchandise that will be necessary to sell (e.g. description, retail value, price, quantity, lot size, shipping information), promote and facilitate the logistic management. This information may be reviewed to ensure its consistency and accuracy and posted upon agreement of our sales team that will tailor the sales strategy to maximize your returns.
No Unlawful or Restricted Assets
At all times, you shall comply with applicable laws and regulations pertaining to the respective performance under this User Agreement. You certify that you will not use the site or the services in furtherance of any illegal activity, and that you have not given or offered to give anything of value in exchange for any unfair economic advantage, nor has any employee of the Company requested from you anything of value in exchange for an unfair economic advantage.
Offer to Sell
Upon posting an asset for sale, Seller represents, warrants and agrees that it is irrevocably offering to sell the listed assets to any Buyer who satisfies the requirements of the auction, terms of payment and shipping. Seller represents and warrants that (1) it has good and marketable legal title to the offered assets, free and clear of any lien, security interest, leasehold interest, co-ownership interest, or any other type of encumbrance or interest of any other person or entity, (2) it has authority to list the offered assets for sale and to sell the offered assets, no listed asset infringes or violates (or contains any parts or components which infringe or violate) any third party's copyright, patent, trademark, trade secret or other intellectual property or proprietary rights. Failure of a Seller to complete the sale of an asset to a qualified Buyer because of non-delivery or misrepresentation of the merchandise could result in damages payable to the Company. Such damages shall become immediately due and payable by the Seller to the Company upon written demand by the Company. Should any additional shipping costs be incurred because of incorrect shipping information and/or preparation the seller agrees to pay for these costs.
During the period that the Seller has listed assets for sale with the Company, the Seller has granted the Company an exclusive right to sell the specified quantities listed in the auction. All potential purchasers discovering the property by whatever means during the period of the auction will result in a commission paid to the Company if said Buyer consummates sale. Seller agrees that any sale of the specified quantities of property during the agreed listing period will cause a commission to be earned by the Company.
Shill Bidding Policy
"Shill bidding" is the act of bidding on your own auction, either directly or indirectly, in an effort to artificially raise the price at which your auction item will eventually sell. This includes, but is not limited to, knowingly directing or allowing a third party to perform the artificial bidding against other, legitimate bidders in the auction. Shill bidding is not only a violation of the User Agreement, it violates both federal and state laws, and may subject perpetrators to criminal prosecution. Engaging in shill bidding on or through www.ubiduwin.com website and services may result in (1) cancellation of auction item listings; (2) account suspension; (3) referral to law enforcement agencies; and/or (4) criminal prosecution.
Service and Transaction Success Fees
Upon the closing of a transaction, Sellers agree to pay the Company a success-based transaction fee for the marketing of their assets, integrated services and identification of qualified Buyers. The amount of this fee will vary based on the size and product type of the transaction and shall be communicated to and agreed by the Seller prior to listing the merchandise with the Company in the Schedule 1. In addition, the Company reserves the right to collect and retain a Buyer's premium from its customers in order to cover costs specific to any auction. A Seller's obligation to pay transaction fees incorporates by reference the Non-Circumvention clause contained herein.
Payment of Fees
Sellers acknowledge that despite the Company's best efforts, the may be situations where Buyers may fail to pay for an auction. The Company does not provide any representations or guarantees that Buyers will pay Sellers on their agreed price on a timely basis. The Company is under no liability to pay Seller for auctions where the Buyer fails to pay.
Users who use the Site to bid on and purchase Listed assets of any kind ("Buyer" or "Buyers") represent, warrant and agree that the act of bidding on any auction assets, is demonstrating Buyer's intention and financial capability to purchase these assets.
Upon the placing of a bid, the Buyer may not retract, amend or modify their bid without prior approval by the Company.
At the close of an auction in which Buyer has a winning bid, Buyer agrees to make immediate payment for the total amount of the transaction, including the stated Buyer's Premium, shipping costs and all duties and taxes if applicable, using payment methods provided by Company upon auction close but in no circumstance later than ten (10) minutes of the payment notification. If the Company does not receive payment within ten (10) minutes, Buyer will be considered in default of bidding contract and will be responsible for a damages fees of $100 or 20% of the final transaction price, whichever is greater. The Buyer will immediately be placed in a suspended status until fees are paid.
The Buyer understands that it is the Company's policy to allow first-time buyers to have no more than one (1) outstanding transaction that require payment at one time. Once the Buyer's outstanding transactions have been paid, the Buyer is free to continue bidding until they win an additional auction. As soon as the Buyer completes their first transaction, they will be able to bid without restriction. A completed transaction is one that has been paid, received, and the merchandise has been accepted by the Buyer.
Asset Receipt and Inspection
After the close of an auction in which Buyer has the highest bid, Buyer is required to make arrangements to pay for the goods and to take delivery of shipment of the product from Seller. If a buyer refuses shipment of merchandise upon arrival at the Buyer's location, the Buyer is responsible for the associated shipping charges. Buyer must conduct an inspection of the goods within a reasonable time following receipt, normally within two (2) business days, or waive any claim for damages or non-conformity of the goods. Buyers who elect to arrange their own shipping of purchased goods waive their right to inspect the goods or to the Company's dispute resolution process regarding any alleged non-conformity of the goods. Except as otherwise stated in writing by the Company, all assets are sold "as is, where is."
When property is sold on a unit price basis, Seller reserves the right to vary the quantity delivered by a percentage explicitly disclosed in the listing. The Buyer agrees to accept any quantity within these limits. Outside these limits, the purchase price paid shall be adjusted upwards and downwards in accordance with the quantity actually delivered and accepted by the Buyer. Buyers seeking price adjustments should follow the dispute resolution process.
The Buyer understands that in order to justify and consider waiving the sales tax on any closed transactions and/or future transactions, the company must receive appropriate documentation. Buyer may send us a copy of their Reseller certificate from North Carolina, and Texas.
Any Buyer that attempts to rescind a credit card transaction without the Company's express written consent (i.e., chargeback), may have their account immediately suspended and/or permanently deactivated. If a Buyer performs a chargeback after receiving the property, Company may file charges with the appropriate law enforcement agency, and reserves the right to pursue all remedies available to us to recover our damages. If a Buyer feels that their merchandise was misrepresented or that the Buyer is owed a refund, they must follow the dispute resolution process.
Upon the close of a sale, the Company's payment collection team will use commercially reasonable efforts to contact buyers in order to ensure timely payment. Payment is collected for all costs associated with the transaction including: Buyer's Premium and applicable shipping expenses. The only method of payment accepted is Credit Cards.
Users agree not to negotiate, communicate, or transmit any information of any kind with any other Registered User (whether or not the User has placed a bid) in an attempt to complete the sale of assets and specified quantities listed in an auction through a means outside of the Company's online auction process (a "Circumventing Transaction"). This non-circumvention clause shall apply to Users and their principles, agents and representatives, including but not limited to employees, consultants, bankers, attorneys, accountants, assignees, heirs and transferees.
Buyers who feel that their auction was misrepresented (in terms of quality, quantity, or both) must submit an online dispute using our contact page on www.ubiduwin.com. Buyers are required to submit support to validate their claims (including manifests and photos) and failure to do so may result in a denied claim. Buyers must have a dispute on file in order for the Customer Support department to conduct any actions on their behalf. To help eliminate the need for disputes, buyers should accurately check the manifest, condition, shipping terms, and images of product they wish to purchase. Buyers who arrange their own shipping agree to waive their right to dispute the merchandise, and assume responsibility at the point of pick-up. Merchandise should be inspected prior to exiting the facility.
Refund / Return Policy
Returns of merchandise must be approved by the Company's Customer Support team, and must be preceded by an honored dispute. Any attempt to rescind a payment or return property prior to an authorization by the Company will result in a delay of claim resolution, and may adversely impact the Buyer's ability to transact on our website. When a return is authorized, the Company does a full inspection of all merchandise upon return and units must be the same as when shipped out to the customer - including serial number, included accessories, etc. to be eligible for a full refund. Title to property remains with the Buyer until the returned property is accepted by the Company or by the Seller. Once the return is accepted the buyer will receive bidding credit equivalent to the amount they spent when they won the item being returned. The buyer will then be able to bid on other items online and apply that credit towards the payment. WE DO NOT ISSUE REFUNDS.
uBIDuWIN strives to provide our customers with the best possible experience on our site. Our goal is to present you with great deals on product in a true open marketplace.
Items that are listed with guarantees to their functionality or cosmetic condition will be honored with a return policy for the customer for 7 days after the receipt of the item. If you receive an item that was sold in Fair, Good, Excellent, New or Refurbished condition it may be returned for 7 days after the receipt of the item for any failure that is contrary to the listed condition in which we sold the item. Items that are New or Refurbished may come with additional manufacturer’s warranties if described in the auction.
Items that are listed as Untested come with no guarantees to their functionality or cosmetic condition and will not be eligible for return. These items are not tested in our facility and are intended for professional buyers only. No assumptions on the condition of the item should be made. Pictures and Images shown will be of the exact item you will receive, but may not be able to show all applicable cracks, breaks, scratches and or failures. Bidders should use this information when deciding what to bid on an item.
In every instance, it is the bidders responsibility to read all information presented about the auction (including warranty and shipping information) and look at all pictures and bid on the item based on all presented information.
If a user demands to return or makes a claim for a unit that is not eligible for our returns policy that user will be responsible for shipping the item to the seller in the exact condition it was sold. No Return Shipping label will be provided. Credit for the item will be minus our costs incurred for shipping the item to you and a 10% restocking fee. This may also result in the deactivation of your account for violating the terms and conditions of the site.
uBIDuWIN retains the right to deactivate any Buyers or Sellers who fail to comply with the Returns Policy.
Interruption of Service
User understands that the Company shall take all commercially reasonable efforts to make its Site and Service available. However, the Company is not responsible for any damages or losses related to any system errors or interruptions affecting its Site and the processing of any online auctions or sales. User agrees not to attempt any action that may disrupt the Company's Site and Services, including transmitting any virus-infected files or software routines, bulk e-mail solicitations, or reverse engineering of any of the Company's programs or infrastructure. User understands that the Site may be unavailable unexpectedly as a result of circumstances beyond its control or routine maintenance.
Changes to Site and Services
The Company reserves the right, in its sole discretion, to modify, suspend or terminate any aspect of the site and/or services, including, but not limited to, content, auction features, news and information, and product categories with or without notice to User.
User acknowledges and agrees that the Company does not have any responsibility to report, calculate, determine or anticipate the payment of any taxes, which may be assessed or owed by any User in connection with the use of the Company's Site and Services. User understands and agrees that User is solely responsible for the calculation and payment of any taxes that may be incurred as a result of using the Company's Site and Services.
The Site and associated sites are merely a venue for Registered Users to exchange information and facilitate transactions. It is expressly understood and agreed that the Company is not a broker or agent and has no duty to the User with regard to transactions through the Services other than those duties expressly outlined in the terms and conditions of this User Agreement. Unless otherwise stated, the Company is not a party to the transactions between Buyers and Sellers. The Company does not guarantee the quality, safety, condition, or ownership of the assets advertised for sale on its Site and does not guarantee the accuracy of the information provided in the description of assets advertised for sale on its Site. Buyers are encouraged to perform their own due diligence, including, but not limited to, using the Site's "Ask the Seller a Question" feature and the arrangement of an on-site inspection. The Company does not guarantee any individual Seller's or Buyer's ability to complete transactions using the Company's online liquidation service and makes no representation regarding the identity, creditworthiness, or performance of any User.
USER AGREES NOT TO HOLD COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY OF USER'S DEALINGS WITH ANY OTHER USERS.
Notice and Communication
Unless stated otherwise, all notice and communication with User shall be provided by e-mail to the e-mail address provided by the User in their registration application or via posting on the Site. Notice shall be deemed to have been provided 24 hours after the e-mail was transmitted by the Company or at the time the information was posted on the Site. If the Company receives a message that the User's e-mail is disconnected, is no longer valid, or that the e-mail communication could not be delivered (for whatever reason), notice shall be deemed to have been provided at the time the information was posted on the Site. The Company may contact buyers by phone when necessary in instances of pending payment or pickup in an effort to avoid cancellation and penalties.
In the event User has a dispute with another User, User releases Company, directors, officers, employees and agents from claims, demands and damages, whether actual 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. This release includes any claims brought by any individuals relating to misuse or unauthorized use of data User gives to Company. Users agree to defend, indemnify and hold harmless the Company, its affiliates, directors, officers, employees and agents to the fullest extent lawful against any and all damages (whether direct, consequential or otherwise), claims, liabilities, costs and expenses incurred (including, without limitation, all reasonable attorney fees and costs), as a consequence of any acts by User undertaken in connection with the Company's Site and Services, including without limitation, those arising out of any breach of any User representation or warranty, User's obligations hereunder, any User transaction attempted through the Service, or any dispute between User and any other Users.
If any provision of this User Agreement is deemed illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining terms will not be affected.
Disclaimer of Warranties
WHEN YOU PURCHASE MERCHANDISE OR PLACE A BID ON MERCHANDISE YOU AGREE TO ACCEPT THE MERCHANDISE "AS IS, WHERE IS AND WITH ALL FAULTS". "ACCEPT" AS USED HERE ALSO MEANS THAT, BY PURCHASE OF THE MERCHANDISE, YOU WILL BE DEEMED TO HAVE EXAMINED, OR HAD THE OPPORTUNITY TO EXAMINE, THE MERCHANDISE. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE MERCHANDISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PROPERTY IS FREE FROM LATENT DEFECTS. YOU WAIVE ANY AND ALL CLAIMS AGAINST US AND THE SELLER FOR DAMAGES, LOSSES, COSTS, INJURIES, PENALTIES, EXPENSES, ATTORNEYS' FEES AND LIABILITIES OF WHATEVER NATURE WHETHER IN TORT, CONTRACT, WARRANTY OR STRICT LIABILITY (COLLECTIVELY, "SPECIFIED CLAIMS"). UNDER NO CIRCUMSTANCES IS THE COMPANY RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO YOU OR ANY OTHER PARTY. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND THE SELLER HARMLESS FROM AND AGAINST ANY AND ALL SPECIFIED CLAIMS.
Limitation of Liability
IN NO EVENT SHALL COMPANY, NOR ANY SELLER BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM (a) ANY INJURY TO ANY PERSON OR PROPERTY CAUSED BY A LISTED ASSETS OR (b) DEFECTS IN SUCH LISTED ASSETS ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION PRODUCT LIABILITY, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF WARRANTY. IN ADDITION, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE CONTENT INCLUDING WITHOUT LIMITATION ANY MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF COMPANY OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY TO A USER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR IN TORT) EXCEED THE AMOUNT OF FEES PAID BY THE USER TO THE COMPANY IN CONNECTION WITH THE DISPUTED ASSETS.
The parties have agreed that the limitations of liability set forth will survive and apply even if any limited remedy specified in this User Agreement is found to have failed its essential purpose. Some jurisdictions may not allow the limitation or exclusion of incidental or consequential damages, so the above limitation may not apply to certain Users.
Our failure to enforce any provision of this User Agreement may not be construed or interpreted as a waiver of any of them. Any waiver of any term or condition must be in writing, signed by our authorized representative, and will be effective only to extent specified in such writing.
Any oral statement or representation by any representative of the Company, changing or supplementing the written description of the offering or the published terms and conditions of this User Agreement, is unauthorized and confers no right on the User and may not be relied on by the User. No interpretation of any provision of the terms and conditions of this User Agreement, including applicable performance requirements, is binding on the Company unless agreed to, in writing by the Company.
Our intellectual property ("Intellectual Property") includes, but is not limited to, all inventions, know-how, buyer and seller lists, improvements, discoveries, methods, processes, concepts, designs, ideas, prototypes, samples, drawings, blueprints, specifications, computer or intellectual property programs, methods of doing business, copyrights, trademarks, trade names, software and/or other works conceived of and/or reduced to practice or writing or otherwise relating to the Site or Services. Our Intellectual Property may be created by one or more of our employee(s) alone or jointly with you or other Users arising from the use and development of the Services or as a result of your feedback regarding the Site or Services ("Feedback"). All right, title and interest in any Intellectual Property developed during your use of our Site and Services shall belong to us and shall be subject to the conditions of this User Agreement. You hereby irrevocably assign to us all right, title and interest you may acquire in any of our Intellectual Property. The Company may, at our option, file an application for intellectual property protection for our Intellectual Property. If any of our Intellectual Property is created with your participation, you agree to cooperate with us to ensure that such application(s) will cover all related assets, including all features of commercial interest and importance. Our Intellectual Property is the sole and exclusive property of The Simple Sell, Inc., and its subsidiaries and affiliates, unless otherwise stated and may not be used without our prior written consent.
Buyer agrees not to use Seller's name, logo, trademark or service mark, whether known or suspected, nor any photographs, images, illustrations, or other depictions from the Seller's website in any remarketing or re-selling of the products purchased from this site, which would violate the intellectual property rights of the Seller.
This User Agreement constitutes the entire agreement between the User and the Company, and it supersedes any previous agreements, whether oral or in writing, between Users and the Company. The Company may, at its sole discretion, remove or change any aspect of this User Agreement. Any change to this Agreement will become effective at the time such change is posted to the Company's website. No notice will be provided to Users regarding any change to the User Agreement. Users are encouraged to review the terms and conditions of this User Agreement frequently to ensure that they are aware of any changes. The Company will not be liable to the User for any failure to notify the User of a modification to the User Agreement.
Neither of us shall be considered in breach of this User Agreement to the extent that any of our respective obligations (excluding payment obligations) are prevented by a force majeure event that arises after the date an obligation is due to be performed. In this clause, the term "force majeure event" shall mean an event beyond the control of either of us that prevents one of us from complying with any of our obligations under this Agreement, including, but not limited to, severe weather, war or hostilities, insurrection, riot or civil unrest, strike or other labor action, environmental contamination or release of radioactive, chemical or biological agent into the atmosphere, epidemic, terrorist act(s), or similar events beyond the reasonable control of a party.
ADDITIONAL TERMS AND CONDITIONS
Site Regulations (For All Users)
The technology, software, and data underlying the Site are the property of the Company or the Company's affiliates or partners. As a User, you agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in or otherwise transfer any right to the technology or software underlying our Site. You agree not to modify the software underlying our sites in any manner or form, or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site.
Without limiting the foregoing, you agree that you will not use the Site to take any of the following actions:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal right of others;
- Advertise or offer to sell any goods or services for any commercial purpose unless you have our written consent to do so;
- Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters;
- Download any file that you know or reasonably should know, cannot be legally obtained in such manner;
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
- COLLECT, STORE OR TRY TO GAIN ACCESS TO PERSONAL INFORMATION ABOUT OTHER END USERS, CUSTOMERS, SUPPLIERS OR ENTITIES THAT HAVE USED THE SITE;
- USE DATA ABOUT END USERS, CUSTOMERS, SUPPLIERS FROM THIS SITE FOR PERSONAL GAIN;
- Interfere with or disrupt our sites, servers or networks;
- Forge headers, manipulate identifiers or other data in order to disguise the origin of any content transmitted through our sites, or to manipulate your presence on our sites;
- post, list or upload content or items in inappropriate categories or areas on our sites;
- breach or circumvent any laws, third party rights or our systems, policies, or determinations of your account status;
- use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
- fail to pay for items purchased by you, unless the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot contact the seller;
- fail to deliver items sold by you, unless the buyer fails to follow the posted terms, or you cannot contact the buyer;
- manipulate the price of any item or interfere with other user's listings;
- post false, inaccurate, misleading, defamatory, profane, unlawful, or libelous content;
- transfer your account and/or user ID to another party without our consent;
- distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm the Company, or the interests or property of the Company's users;
- use any robot, spider, scraper or other automated means to access our Services for any purpose;
- bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
- export or re-export any Company application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
- copy, modify, or distribute rights or content from our Services or Company's copyrights and trademarks;
- copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our sites, services, applications, or tools without the prior express written permission of the Company and the appropriate third party, as applicable;
- commercialize any Company application or any information or software associated with such application; or
- harvest or otherwise collect information about users, including email addresses, without their consent.
- Participate in any illegal activities
We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. We will cancel any account that violate the terms of this User Agreement. Use of the Company's sites is subject to existing laws and legal process. Nothing contained in this User Agreement shall limit the Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Company's sites. Once your maximum bid is placed, any competing user has the ability to automatically increase you bid up to your set maximum. Notice is herby given to all Users and Buyers; all auctions have an unspecified reserve. Sellers and/or Company (or its agents) maintain the right to bid on their own /consigned products solely for the purpose of meeting the unspecified reserve price, and such right is specifically reserved by Seller. Seller and/or Company maintain the right to change the unspecified reserve at anytime. Users / Buyers specifically agree to permit the Seller / Company, (or its agents) the right to set the unspecified reserve price and to modify it at anytime during the auction, at Sellers / Company’s sole and absolute discretion. Users / Buyers further agree and understand that this practice may cause Buyer to have to increase “maximum bid” or may cause User / Buyers’ bid to automatically incrementally increase to account for the unspecified reserve. In no event shall Buyers’ bid increase more than the maximum bid set by User / Buyer. Users / Buyers understand and agree that Company has access to Buyers “maximum bid” and Company may access and use this information solely for the purpose outlined above.
In addition to applicable terms and conditions stated elsewhere in this User Agreement, the following provisions apply to all Buyers, who resell or intend to resell, whether now or in the future, the assets purchased from the Company hereunder:
The Buyer understands and agrees that the sale of assets by or through the Company is not an exclusive basis. Company may sell the same type of assets to other bidders. Buyer further understands and agrees that the Company is not guaranteeing a minimum quantity, quality, and percentage of product mix or a continuous flow of such assets.
EXCEPT AS OTHERWISE STATED HEREIN, COMPANY MAKES NO WARRANTIES OF ANY KIND, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ASSETS SOLD HEREUNDER, OR ITS MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN BY COMPANY, AND NONE SHALL ARISE BY OR IN CONNECTION WITH THIS USER AGREEMENT AND/OR COMPANY'S CONDUCT IN RELATION HERETO, AND IN NO EVENT SHALL COMPANY BE LIABLE ON ANY SUCH WARRANTY WITH RESPECT TO ANY ASSETS SOLD HEREUNDER. Buyer accepts all assets sold to it in accordance with this User Agreement on an "AS IS" basis. Unless otherwise agreed in writing by Company, title and risk of loss will pass to Buyer upon pickup at the origination point by carrier (F.O.B. Origin). Upon pickup of the assets, Buyer shall release Company of any fault, and shall forfeit any rights to claims associated with the assets or the shipment of assets purchased hereunder against the Company.
Covenant Not to Compete
Buyer agrees, during the applicability of this User Agreement, and for a period of not less than one (1) year from the expiration or termination of this User Agreement, not to purchase or solicit to purchase, directly or indirectly (from a third party source), any merchandise or assets from any of the Company's vendors/suppliers, that the Buyer was not actively doing business with prior to accepting this User Agreement.
If any term or condition stated in this Section 9.2 conflicts with any other applicable provision of this User Agreement, the terms stated in this Section 9.2 shall control and take precedence over such conflicting provisions. I UNDERSTAND THAT BY PARTICIPATING IN A UBIDUWIN AUCTION OR DIRECT SALE THAT I AM BOUND AND I AGREE TO BE BOUND BY THIS USER AGREEMENT.