AuctionBidPro User Agreement
The use of the online services provided by AuctionBidPro.com is governed by the terms and conditions set out below. By clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to use the Services (as defined below) you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement. This agreement shall be governed only by the laws of the State of Florida. Venue for any action hereunder shall be in Santa Rosa County, of the State of Florida.
1. AuctionBidPro's (ABP) Role in Relation to Auctions.
1.1 AuctionBidPro.com provides a software engine and website to enable:
- Sellers and Buyers to meet;
- Sellers to place Listings to advertise their Digital Asset for sale; and
- Sellers to conduct Auctions or Private Sales of their Digital Asset.
1.2 You acknowledge and agree that:
- ABP is not an auctioneer;
- ABP does not conduct Auctions on behalf of Sellers. All Auctions are conducted by Sellers on their own behalf;
- ABP does not facilitate payments between Buyers and Sellers;
- ABP and its Associates are not responsible in any way for the compliance by each Buyer or Seller with the Sale Agreement. ABP does not guarantee and cannot ensure that a Buyer or Seller will actually complete a sale of a Digital Asset or act lawfully in their use of AuctionBidPro.com; and
- ABP merely provides the software and website by which Seller's may conduct their own Auctions and Private Sales.
You agree that ABP is an independent service provider to you and is not the employee, agent, partner, joint venturer or subcontractor of any Seller or Buyer in relation to the sale of a Digital Asset. ABP's only role in that sale is the role set out in clauses 1.1 and 1.2 above.
You agree that you do not have the power to bind ABP in relation to any obligation owing to a third party. You agree that by using the Services (either as Seller or Buyer) that ABP, in providing the Services and your access to AuctionBidPro.com, is providing a platform for you to be introduced to other Sellers or Buyers. ABP is not a party to any transaction or agreement between any Seller or Buyer and is not responsible for any act or omission of any Seller or Buyer.
2.1 Fees payable by a Seller
When you, as a Seller, set up a Listing for the sale of your Digital Asset, you:
- Will pay an up-front Listing Fee with respect to the listing and the sale of the Digital Asset
- Agree that in the event your Digital Asset should sell, you will pay a Success Fee if required.
When you, as a Seller, make a sale of your Digital Asset via your Listing, payment of the Success Fee is due and payable within 14 days. The Seller permits ABP to automatically deduct the Success fee from Paypal in the event the success fee is 14 days or more overdue.
2.2 How the Seller's Fees are paid
When your Digital Asset is sold, an invoice for the Success Fee will be automatically forwarded to you, which will be paid by Paypal. Non payment of Success Fees will cause your account to be suspended until payment is rendered.
2.3 ABP Credits
- You may pay for goods and services provided by ABP by exchanging ABP Credits in return for those goods and services.
- ABP Credits are not equivalent to any currency. They may however be used to purchase certain specified goods and services from ABP.
- ABP Credits are not legal tender and cannot be traded or sold to third parties. ABP Credits are only exchangeable for goods and services provided by ABP in accordance with pricing and rules specified by ABP from time to time.
- The balance of any ABP Credits held by you may be reduced at any time by ABP for any amount owing by you to ABP on any account whatsoever including in relation to compensating ABP for any loss that it determines (in its sole and absolute discretion) it has suffered as a result of any breach of this Agreement by you.
2.4 ABP credits are not used to pay the Purchase Price
You cannot use ABP Credits to pay the Purchase Price to any Seller. ABP Credits may only be used to pay for goods and services provided by ABP.
2.5 Expiry of ABP Credits
- The balance of ABP Credits held by you will expire 12 months from the date that you last spent any ABP Credits to purchase any goods or services from ABP. Balances of your ABP Credits which are not spent within this 12 month period are lost.
2.6 ABP is not an escrow service
- ABP does not offer an escrow service.
3. Processing of Refunds
3.1 How refunds are paid
If ABP issues you a refund, that refund will be paid to you using the same payment methods you used to pay any Fees to ABP or via any other method ABP chooses from time to time.
3.2 Withdrawal of a Private Sale or Auction
If you, as a Seller withdraw a Private Sale or Auction (where permitted by the Rules), then unless we otherwise expressly state to the contrary, there will be no refund of any amount of the Fees paid by the seller in respect of the Private Sale or Auction.
3.3 Circumstances in which a refund may be paid
- ABP may refund an amount of any ABP Fees paid by you if:
- any refund policy in the Rules entitle you to a refund; or
- ABP is required by law or considers that it is required by law to do so.
- ABP's determination as to whether a refund is required by this clause 3.3 is final and conclusive and may not be challenged by you.
4. Suspension of the Services
Without limiting ABP’s other rights arising under this Agreement, ABP may suspend your User Account and your use of the Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including if:
- ABP considers that you have breached any of your obligations to ABP under this Agreement;
- ABP considers that you are using your User Account in bad faith or to collude in any way to reduce the amount of Fees that would ordinarily be payable to ABP;
- you are using your User Account or the Services for illegal or fraudulent means or in a manner which ABP in its sole discretion considers offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
- in ABP’s sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on ABP’s servers or ABP’s other services;
- if a notice of a claimed copyright infringement has been lodged against you, subject to the outcome of ABP's notice and takedown procedures which may be found here; or
- if ABP has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights.
- ABP may suspend the Services where permitted under clause 4.1 at any time including without limitation, during or after a Listing
- ABP’s suspension of the Services may, in ABP's sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and
- ABP may in its sole discretion reactivate the Services and your User Account for you at any time following suspension.
For the avoidance of doubt, you may not make withdrawals of, or spend any ABP Credits during any period of suspension of your User Account. Further ABP may in its discretion retain the balance of all ABP Credits in your account towards compensating ABP for any loss and damage it may have suffered as a result of your breach of this Agreement which lead to the User Account suspension.
During a suspension of your User Account, any Listings (whether for Auction or Private Sale) will be suspended or terminated (as determined by us in our sole and absolute discretion).
You agree that you will only use the Personal Information of other Sellers or Buyers for the purposes of this Agreement and for the purposes of interacting with them in relation to the sale or purchase of a Digital Asset. Unless separately agreed between you and another Seller or Buyer, you must not use their Personal Information for any other purpose.
You warrant to ABP and its third party providers that you will comply with all privacy laws and data protection laws in relation to the storage, use and transfer of Personal Information.
6. Your General Obligations
You agree that:
you will not use the Services for any illegal or fraudulent purpose or for any purpose other than participating in Private Sales or Auctions as a Seller or Buyer;
you will comply with all laws which must be complied with in relation to a Listing or the sale or purchase of a Digital Asset;
you will comply with any export restrictions which may apply to the export or import of Digital Assets or other Intellectual Property Rights to locations inside or outside the United States or the territory in which you are located;
you warrant that you will not, by engaging ABP to provide the Services, place ABP in breach of any law or obligation owing to a third party;
you will not undertake any act or cause any omission which will bring ABP, its brand or other Sellers and Buyers into disrepute;
you will not use the Services in a manner that may lead to the suspension of the Services under clause 4.1 ; and
you will provide ABP with all information requested by ABP which ABP requires to provide the Services.
7. Term and Termination
This Agreement will commence on the date that you first create a User Account with ABP and will terminate at the later of the date that:
- the User Account is terminated or closed; or
- you otherwise permanently cease using the Services.
If after termination or closure of your User Account, your User Account is reactivated or a new User Account is opened, or you otherwise recommence to use the Services, then you will again become bound by this Agreement at that time.
This Agreement and your User Account may be terminated by ABP at any time for any reason whatsoever with or without notice to you.
This Agreement may be terminated by ABP immediately on written notice to you:
- if you are in default or breach of this Agreement; and
- ABP has provided you with 24 hours written notice of the default or breach and where the breach or default is capable of rectification, you fail to rectify the breach or default within the period of the notice;
- ABP has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights; or
- without cause by giving thirty (30) days notice to you.
Upon the termination of this Agreement:
- any Listings which you have placed on AuctionBidPro.com will instantly terminate;
- ABP will, within a time period determined by ABP, withdraw the use of the Services from you;
- any ABP Credits you hold will be cancelled immediately;
Clauses 7.5, 8, 9 and 10 will survive the termination of this Agreement.
8. Limitation of Liability and Implied Terms
You acknowledge that ABP and its Third Party Providers have made no warranties that the Services will be continuous or error free.
You acknowledge and agree that ABP and its Third Party Providers shall have no liability or responsibility to you whatsoever for any unauthorised withdrawals or unauthorised spend of your ABP Credits, including where such withdrawal or spend arises from:
- any unauthorised use or access of your User Account or AuctionBidPro.com.
You acknowledge and agree that ABP and its Third Party Providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by ABP under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clause 8.7, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.
Subject to clause 8.7, you agree that ABP and its Third Party Providers will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential loss or damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services or the provision of any other goods or services under this Agreement and whether or not as a result of any breach or default by, or any negligence of, ABP or its Third Party Providers.
The maximum aggregate liability of ABP under this Agreement for any and all breaches of this Agreement and for any negligent or other act or omission in relation to this Agreement, will not exceed the amount of the Fees paid by you to ABP.
Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of ABP will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.
You indemnify ABP, its agents, officers, employees, and Third Party Providers ("Indemnified") against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which any of the Indemnified suffer or incur as a direct or indirect result of:
- any breach by you of any representation, warranty or term of this Agreement;
- any acts or omissions by you which are described herein
- any breach by you of your obligations to a third party, including another Seller or Buyer;
- any infringement by you of the rights of a third party including Intellectual Property Rights; and
- any legal proceedings threatened or initiated against ABP by a third party as a result of the events described above.
10. Intellectual Property
You acknowledge that ABP is the owner of all Intellectual Property Rights which subsist in your User Account and AuctionBidPro.com (but not your Digital Asset). You acknowledge that you have no Intellectual Property Rights in your User Account or in AuctionBidPro.com.
You acknowledge that the obligations of Sellers and Buyers in relation to the transfer of the Intellectual Property Rights in a Digital Asset from a Seller to a Buyer will be set out in the Sale Agreement.
Each Seller warrants to ABP that its Digital Asset and its Listing at all times will not infringe the Intellectual Property Rights of a third party.
You acknowledge and agree that ABP will not be liable or responsible for any breach by a Buyer or Seller of any Intellectual Property Rights or other rights held by a third party in relation to the supply or purchase of a Digital Asset or in relation to a Listing.