I. Grant of License.
Subject to your compliance with these Terms and Conditions, Aucto hereby grants to you, a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Site to support your business and to buy, sell, auction, and/or liquidate equipment and goods. We may, during the course of providing the Services, have access to, and acquire knowledge of your material, data, systems and other information related to your use of the Services which may not be accessible or known to the general public, including, but not limited to, customer data, prospect data, other information related to your use of the Services, including, without limitation, web browser, operating system, device, IP address, usage habits such as (a) time spent on pages, (b) pageviews per visit, (c) number of visits, (d) actual usage, (e) number of leads, (f) time to first action, (g) number of appointments, (h) number of follow ups per lead, (i) lead sources, statuses, materials, (j) other statistic we track with the Services; and/or (k) screen movement (collectively the “Usage Data”). By using the Services, you acknowledge that we have the right to use the Usage Data as we may determine from time to time, including, but not limited to in conjunction with providing the Services and/or marketing industrial equipment.
II. Account Registration; Eligibility.
By accepting these Terms and Conditions and/or registering a user account with Aucto, you represent and warrant that you are at least eighteen (18) years of age and that you meet all other requirements contained in these Terms and Conditions. You further represent and warrant that you (a) have the right, authority, and capacity to enter into this Agreement and will abide by all of the terms set forth herein (and if you are accepting these Terms and Conditions on behalf of any entity, you represent and warrant that such entity will be responsible for your violation of these Terms and Conditions); (b) will not register for more than one account; (c) will not provide false or misleading information about yourself or any items you list for sale or auction; (d) will not create any username or post any information that is offensive, rude, disparaging, or intended to deceive or delude other Aucto users; (e) will maintain the security of your password and accept all risks of authorized and unauthorized access to your account and the information you provide to us; and (f) will not violate the intellectual property or privacy rights of any third party. User accounts are non-transferable. Only you may use your user account. You agree to be liable for all activities that are undertaken using your user account, including any activities that are offensive, unlawful or in violation of these Terms and Conditions. You hereby acknowledge that you will not be permitted to participate in any auctions, liquidations, or sales on the Site until Aucto verifies your user account. Aucto verifies your account by collecting contact information (including, but not limited to, legal company name, street address, employer identification number, and, if applicable, auctioneers' license numbers and states) and credit card information from you, transmitting such information to PayPal via encrypted secure servers, and conducting a background check in accordance with all applicable laws. We reserve the right to request additional information from you to verify your account. We may disallow any buyers or sellers from using the Site or registering a user account, in our sole discretion.
III. Account Termination.
Aucto may, in Aucto's sole discretion, temporarily or permanently terminate your user account, and/or deny you access to the Site, if we determine or suspect, in our sole discretion, that you have violated these Terms and Conditions, any laws, rules or regulations, or the rights of our other users or other third parties.
IV. Auctioneer Obligations.
Each person acting as an auctioneer on Aucto shall be licensed in the jurisdiction in which they conduct business. Auctioneers must post their own special terms of sale governing each particular auction (“Auctioneer's Terms”). As an auctioneer, you represent and warrant that you will:
(i) maintain proper auctioneers' licenses;
(ii) comply with the Auctioneer's Terms;
(iii) maintain a good account standing with Aucto;
(iv) comply with all applicable laws, rules, and regulations.
V. Seller Obligations.
(i) comply with the Seller's Terms and Auctioneer's Terms, if applicable;
(ii) ship any purchased equipment or goods in a timely manner upon receiving notice of payment;
(iii) respond to and resolve any and all buyer complaints in a timely manner;
(iv) maintain a good account standing with Aucto;
(v) comply with all applicable laws, rules, and regulations.
VI. Buyer Obligations.
Placing a bid in an auction-style event, making an offer to purchase, or committing to buy an item is a legally binding obligation. If you are the successful buyer, you agree to pay the amount of your bid, plus all applicable taxes and charges (including the Aucto Buyer's Premium), in the time and manner designated by the Seller. You further agree to comply with the Seller's Terms and/or Auctioneer's Terms, as posted on each particular auction, liquidation, or sale, and with all applicable laws, rules, and regulations. If you fail to pay any amounts owed, Aucto may, in Aucto's sole discretion, temporarily or permanently terminate your user account and/or deny you access to the Site, and Aucto expressly reserves any and all right to exercise any and all rights, and pursue any and all legal remedies, that it may have, in law or equity.
You hereby represent and warrant that you, and your employees, contractors, representatives and/or agents, shall not: (a) copy, duplicate, distribute, alter, modify, adapt, translate, reverse engineer, decompile, disassemble or make derivative works of the Site; (b) use the Site to create any product or service that competes with the Site or any component of the Site; (c) use any part of the Site for the purpose of violating, or in a manner that violates, any foreign, federal, state or local law, rule or regulation; (d) use the Site in a manner that infringes or violates any intellectual property rights, publicity, privacy, confidentiality, contractual or other rights; (e) transmit information that is defamatory, offensive, invasive of privacy, deceptive, misleading, false, harmful to minors, abusive, or obscene; (f) send or store viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs in connection with the use of the Site; (g) use the Site to make offers to buy or sell outside of Aucto; and (h) violate the Rules and Restrictions set forth in Section VII below. You further represent and warrant that you are solely responsible for the completeness and/or accuracy of any information you input into the Site.
VIII. Rules and Restrictions.
a. You may not use Aucto's name, trademarks, or service marks, whether or not registered, without the express written consent of Aucto. We are the sole owner of all intellectual property relating to the Site and the Services, and you are strictly prohibited from copying, downloading, transferring, mimicking, or duplicating in any form, the information, ideas, images, designs, graphics, concepts, or HTML codes displayed or utilized on the Site or Services. All data entered into, and generated by, the Site or Services will remain the sole property of the authorized user, however, we have the right to use all data entered into the Site or Services at our sole discretion. No ownership rights or any other rights are transferred by this Agreement, other than the right to use the Site and Services as provided herein;
b. Violations to Aucto's system or network security are prohibited and can result in criminal and civil liability. Continuous attempts to infiltrate or damage Aucto's network security and/or systems may be treated as violations. Aucto will investigate incidents involving such violations and will cooperate with law enforcement if a criminal violation is suspected;
c. As a Seller, you are ultimately responsible for the legality of any item you offer for sale on Aucto and the listing describing that item. If your item or listing violates these Terms and Conditions or is reported to Aucto by an intellectual property rights owner as violating its rights, the listing may be removed from Aucto;
d. You will not advertise or otherwise solicit funds, goods, or services other than auctions and/or listings for sale permitted by Aucto;
e. You may not use unauthorized third-party bidding or bid tracking software;
f. You may not create multiple accounts for the same individual or entity;
g. As a Seller, you and your agents may not bid on your own listings for sale or on auctioned equipment or goods that you own;
h. Each Seller has the right to reject any buyer from its sale or auction, in such Seller's sole discretion;
i. Aucto reserves the right to accept or reject any or all listings for sale, auction, or liquidation events, and we further reserve the right to review, edit, or remove any such listing for sale, auction, or liquidation event that violates these Terms and Conditions, in our sole discretion.
Aucto hosts auctions, liquidations, and listing of items for sale, but the actual contract for sale of an item is between the buyer and seller, and not Aucto. Aucto is not an auction house and is not conducting the auctions or liquidations. We are solely a passive facilitator that connects auctioneers, sellers, and buyers, and we have no affiliation with or control over auctioneers or sellers or over their operations of the actual auctions, liquidations, or listings. Aucto does not provide dispute resolution; any dispute arising between a buyer and seller is solely between such buyer and seller. Aucto is not responsible for the content or accuracy of any auctioneers' or sellers' postings. Aucto does not review or evaluate the quality or origins of the items sold or verify the claims made by each seller regarding its items listed for sale. We also do not guarantee that auctioneers maintain proper auctioneers' licenses or comply with all applicable laws, rules, and regulations. Aucto does not guarantee results for auctioneers, sellers, or buyers, and Aucto is not responsible for any real or perceived loss in revenue or profits.
While Aucto may use any information you input into the Site to market equipment to potential buyers, Aucto does not guarantee that it will engage in specific marketing efforts for Sellers or Auctioneers. Aucto's marketing efforts are determined in its sole discretion.
YOUR USE OF AUCTO IS AT YOUR SOLE RISK. THE WEBSITE AND ALL STATEMENTS CONTAINED IN IT ARE PRESENTED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Aucto does not guarantee the accuracy of the Services or content on the Website. The materials appearing on the Website could include technical, typographical, or photographic errors. Aucto uses reasonable efforts to include up-to-date and accurate information on the Website, but makes no representations, warranties, or assurances as to the accuracy, currency, or completeness of the information provided. Aucto does not guarantee continuous or secure access to the Website. Aucto does not guarantee that any item listed for sale on Aucto will be searchable. Aucto may delete any content that violates its policies, in Aucto's sole discretion and without notice to you.
X. Release, Indemnification, and Limitation of Liability.
You hereby release Aucto, and its and directors, officers, employees, and agents, from any liability, including negligence, in connection with the Site and any related services, and from any loss or expense suffered by you resulting directly or indirectly therefrom including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses of any kind whatsoever resulting directly or indirectly from:
- the content you provide (directly or indirectly) using the Site;
- your use of or your inability to use our Site;
- delays or disruptions in our services;
- viruses or other malicious software obtained by accessing or linking to our Site;
- glitches, bugs, errors, or inaccuracies of any kind in our services; or
- the content, actions, or inactions of third parties, including items listed using our Site
You agree to defend, indemnify and hold harmless Aucto and its affiliates, and each of their respective directors, officers, employees, and agents from and against all third-party claims, losses, liabilities, costs, expenses, demands, fines, and penalties (including without limitation reasonable attorneys' fees and costs) arising from or relating to: (i) your access to or use of the Services; (ii) your negligence or misconduct or that of your employees, agents, or independent contractors; (iii) the breach of any of your obligations hereunder; and (iv) any and all claims of ownership or right to possession of any of the equipment/goods listed for auction, liquidation, or sale on the Site, or the sale proceeds thereof.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you is limited to the greater of (a) the amount of fees in dispute not to exceed the total fees which you paid to us in the 6 months prior to the action giving rise to the liability; or (b) $100.
XI. Special Promotions.
Aucto may, in its sole discretion, choose to offer special promotions from time to time. Special promotions shall only be valid if they are announced on Aucto and may only be valid for a limited time. Once the advertised time limit of any special promotion has been reached, or the relevant auction, liquidation, or sale has ended, such special promotion is also finished.
We reserve the right to alter, modify or change these Terms and Conditions, our products, services or any other content of the Site, at any time and in our sole discretion. We do not, however, make any commitment to update such materials. Any alteration, modification or change will be effective immediately upon posting on the website, and you waive any right you may have to receive specific notice of such alteration, modification or change. Frequently review these Terms and Conditions and all applicable policies to understand the terms and conditions that apply to your use of the Site. If you do not agree with these Terms and Conditions, or to any alteration, modification or change, you must stop using the Site and Services. Your continued use of the Site or any service from Aucto following the posting of any alterations, modifications or changes constitutes your acceptance.
Except as otherwise provided herein, you shall not assign, sell, convey, sublicense or otherwise transfer your rights or obligations hereunder, or any component thereof or any right or interest therein, either voluntarily or involuntarily, directly or indirectly, whether by operation of law or otherwise, without the express written consent of Aucto.
XIV. Governing Law; Venue.
This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to any conflicts of laws principles. Any claims or disputes regarding this Agreement shall be exclusively heard in the state courts of the State of Ohio, Fulton County or in the U.S. District Court, Northern District of Ohio, and the parties hereto consent to the exclusive personal jurisdiction of venue in such court. The parties waive any defense based upon forum non conveniens, lack of jurisdiction and they hereby waive trial by jury.
Headings used in this Agreement are intended, and shall for all purposes be deemed to be, for convenience only and shall have no force or affect whatsoever in the interpretation of this Agreement. No agency, partnership, joint venture, or employment relationship is intended or created by this Agreement. If any provision of this Agreement is held invalid or unenforceable in any respect, the parties agree that such term or provision will be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law, and the remainder of this Agreement and all other provisions hereof will not be affected thereby. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and permitted assigns. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.