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1.1 ACKNOWLEDGMENT AND ACCEPTANCE
OF TERMS & CONDITIONS
Use of this Web site constitutes acceptance of the "BidOk" Terms
& Conditions. You accept and agree to be bound by the
Terms & Conditions, operating rules and/or policies of
"BidOk", published by "BidOk" as described below (all such Terms
& Conditions, operating rules and/or policies as they
may be amended from time to time shall hereinafter be referred
to as these "Terms & Conditions"). Members may be referred
to as "Member," "User," "Buyer" when a Member is being described
as acting as a buyer in a "BidOk" transaction, "Bidder" when
a Member is being described as bidding on an asset in order
to act as a potential buyer in a "BidOk" transaction, and "Seller"
when a Member is acting as a seller in a "BidOk" transaction.
These Terms & Conditions comprise the entire agreement
between Member and "BidOk" and supersede all prior agreements
between the parties, regarding the subject matter contained
herein.
1.2 DESCRIPTION OF "BidOk" SERVICES
"BidOk" acts as a venue for Sellers to list properties and
Buyers to bid on properties. "BidOk" is not involved in the
actual transactions
between Buyers and Sellers and assume no responsibility for
actions made based on information or services on "BidOk".
In
the event that any parties using our Site, including Sellers,
Buyers and Bidders, have a dispute, the Company (including
our officers, directors, agents, affiliates, and employees)
is not liable for any claims, demands and damages arising
out of or in any way connected with such disputes. The information
published on the Site may include inaccuracies or errors.
While the Company strives to keep the information on the
Site
accurate, complete and up-to-date, the Company can not guarantee,
and will not be responsible for any damage or loss related
to the accuracy, completeness or timeliness of the information.
Such information is provided without warranty of any kind.
In no event shall the Company (and our officers, directors,
agents, affiliates, and employees) be liable for any claims,
demands and damages arising out of or in any way connected
with the use of the Site, the delay or inability to use the
Site, or any information or services obtained from the Site.
1.3 WHO CAN BID?
Bidders must register with "BidOk" as a Member and be capable
of forming legally binding relations under applicable law.
The services provided by "BidOk" are not available to individuals
under the age of 18 years old and any other individuals who
are legally prohibited from, or otherwise incapable of, entering
into binding contracts.
1.4 WHO CAN SELL?
Sellers must be the rightful owners or authorized by the
owners of such property, a court of law, or through power
of attorney
to sell an Asset. Sellers must produce evidence of ownership
and/or authorization to sell an Asset upon request of "BidOk"
or a Buyer.
1.5 PROCEDURE FOR CONDUCTING AUCTIONS
Assets are listed for the specified bidding periods shown
on the Site and are deemed "sold" at the close of bidding
which will be set at a time pre-determined by the Seller.
Each Asset will have a description and disclosure information
on the Site, as well as any additional conditions of sale
provided by the Seller. Once bidding commences, Bidders may
make a bid at any time prior to closing of the bidding. All
Assets will have a minimum bid price disclosed on the Site.
For certain Assets, the Seller may impose a reserve price
which is not disclosed on the Site. If there are no bids above
the minimum bid or reserve price (whichever is higher), then
the Seller is not obligated to sell the Asset. After bidding
closes on each Asset, "BidOk" will send the highest Bidder and
Seller an email detailing the highest bid and contact information.
In all auctions Buyers who receive a winning bid notice are
legally bound to buy the asset at the quoted bid amount (see
"Contractual Obligations of Buyers and Sellers" below), and
the Seller is legally bound to sell the asset, pursuant to
these Terms & Conditions, subject to the additional conditions
of sale specified by Seller. The Seller is obligated to contact
the winning Bidder within three (3) business days to complete
the transaction (or the Seller may engage a representative,
including "BidOk", to contact the winning Bidder on the Seller's
behalf, pursuant to prior agreement). After three (3) business
days if the Seller is unable to contact the winning Bidder,
for whatever reason, the Seller may, in its sole discretion
(a) continue to attempt to contact the high bidder with assistance
from "BidOk"; (b) after contacting "BidOk", contact the second highest
Bidder and sell the Asset to the second highest Bidder; or
(c) re-list the asset on the Site. By selling an Asset to
the next highest Bidder, neither the Seller nor "BidOk" is releasing
any claims he/she/it may have against the highest Bidder for
non-performance. Once the Seller contacts the winning Bidder,
the Seller and winning Bidder shall complete the settlement
of the purchase and sale of the Asset pursuant to "Settlement
of Transactions" below.
1.6 SETTLEMENT OF TRANSACTIONS
The settlement of a purchase and sale of an Asset following
a completed bidding process shall be conducted pursuant to
this Section, unless otherwise provided in the Seller's conditions
of sale or in a written agreement executed by the Buyer and
Seller. Unless otherwise provided in the Seller's conditions
of sale or otherwise agreed upon by the Seller and Buyer
in
writing, final settlement shall take place no later than
seven (7) business days after Buyer is given a Winning Bid
notice.
1.7 USER NAME AND PASSWORD
Once a party becomes a Member of the Site, the Member will
select a user name and a password. Members are entirely responsible
for maintaining the confidentiality of their user names and
passwords. Furthermore, Members are entirely responsible
for
any and all activities, which occur under a Member's ID and
password. Member agrees to immediately notify "BidOk" of
any
unauthorized use of Member's ID or any other breach of security
known to Member.
1.8 CONTRACTUAL OBLIGATIONS
OF BUYERS AND SELLERS
Terms & Conditions As Contract. These Terms & Conditions,
together with any additional conditions of sale provided by
a Seller for a particular Asset disclosed on the Site, comprise
a contract between a Seller and the winning Bidder in any
completed auction. By bidding on an Asset a Bidder agrees,
and by listing an Asset on the Site, a Seller agrees, to be
bound by these Terms & Conditions and the Seller's conditions
of sale included in the Asset's description, so long as those
conditions of sale are not in violation of these Terms &
Conditions or unlawful. In the event of any direct conflict
between these Terms & Conditions and any conditions of
sale provided by a Seller, then these Terms & Conditions
shall prevail, except that in the event of a direct conflict
regarding the timing and requirements of settlement provided
in the Section entitled "Settlement of Transactions" above,
then the Seller's conditions of sale shall prevail with respect
to such provisions.
1.9 BINDING CONTRACT BETWEEN
BUYER AND SELLER
A bid made by a Buyer is an offer to purchase the asset from
the Seller at the stated bid price. The bid is an irrevocable
offer, subject only to material changes in the description
of an asset made after such bid is placed by a Buyer. Buyers
are required to conduct any research or due diligence of
an
asset prior to making a bid (See "Other Responsibilities of
Bidders/Buyers" below). All Assets are listed and sold on
an "as is" basis. If a Buyer bids on an asset and that bid
represents the highest bid for that asset, and the highest
bid is at or above the Seller's minimum and/or reserve price
(whichever is higher), the Buyer's bid is deemed accepted
by the Seller (subject to these Terms & Conditions, including
the right of a Buyer to change or retract a bid in the event
of a material change in the description of the Asset, as set
forth below), except for an exceptional circumstance, such
as a typographical error. Once a Buyer's bid is accepted by
the Seller, the Buyer is obligated to purchase the asset at
the price he/she/it offered and pursuant to these Terms &
Conditions and the Seller's conditions of sale. If a Seller
receives at least one bid at or above the Seller's stated
minimum price (or in the case where the Seller has set a reserve
price, at or above the reserve price), the Seller is obligated
to complete the transaction with the highest Bidder upon the
completion of the bidding, unless there is an exceptional
circumstance, such as a clear typographical error or other
conditions stated in these Terms & Conditions.
1.10 CONDITIONS OF PURCHASE
AND SALE
All purchases and sales of Assets and use of the Site by
Members shall be conducted in compliance with applicable
law. Purchases
made on the Site are entirely without recourse to "BidOk".
All Members acknowledge and agree that closing of all sales
of
Assets may be subject to final approval of a court (including
a bankruptcy court) or other agency and that if such approval
is not obtained, the Seller may withdraw such Asset after
a completed bidding process without any recourse or liability
on the part of Seller.
1.11 BUYER AND SELLER CONTRACT
OBLIGATIONS
All Members are third party beneficiaries of these Terms &
Conditions, and Buyers and Sellers shall be entitled to enforce
the provisions hereof and may pursue legal action against
each other for non-performance of any provision hereof, including
without limitation, non-performance of a purchase and sale
after a completed bidding process. In addition, "BidOk" retains
the right to terminate a Member's rights to use the Site in
the event a Member violates these Terms & Conditions.
All Assets are listed and sold on the Site on an "as is" basis.
Bidders are required to conduct any research or due diligence
of an asset that they wish to conduct prior to making a bid.
After the online bidding is complete, unless otherwise indicated/engaged,
Buyers are responsible for taking all necessary actions to
complete the sale once a Winning Bid notice is given to Buyer.
"BidOk" retains the rights to terminate a Buyer's rights to use
the Site in the event a Buyer fails to perform its obligations
to settle on a completed auction.
1.12 OTHER RESPONSIBILITIES OF SELLERS
Description of Assets. Sellers must accurately describe Assets
in a listing provided for inclusion on the Site and shall
be liable for any misstatements or omissions in such description.
Failure to accurately describe an Asset could be fraudulent
and could subject a Seller to civil and/or criminal liability,
as well as being in violation of these Terms & Conditions.
"BidOk" retains the right to terminate a Seller's rights to use
the Site in the event a Seller includes material misstatements
or omissions in an Asset's description. Prior to listing an
Asset, Sellers shall provide to "BidOk" any terms or conditions
of sale for particular Assets in addition to these Terms &
Conditions. Sellers are responsible for complying with all
applicable local, state, federal, or foreign laws, rules,
regulations and legal approvals regarding the sale of any
Assets. Sellers are also solely responsible for ensuring that
all items offered for sale are offered in full compliance
with any applicable legal limitations or restrictions.
1.13 PAYMENT OF COMMISSION TO "BidOk"
Each Seller in a transaction for which a Winning Bid notice
is issued shall pay "BidOk" the agreed upon commission based
on the final sales price for the asset in question. Such
amount
shall be paid to "BidOk" within thirty (30) days of invoicing
by "BidOk".
1.14 SUPERVISION OF CONTENT
"BidOk" reserves the right to supervise all material, content
and information on its Site, including, but not limited to,
asset listings and bidding activity, to determine compliance
with the Terms & Conditions and all current and future
operating procedures and rules of conduct established by "BidOk".
"BidOk" reserves the right, at its sole discretion, to amend,
edit, remove or otherwise block any material posted by a Member,
which may violate any state, federal or local law or violate
any aspect of these Terms & Conditions or which may otherwise
jeopardize the business operations or goals of "BidOk".
1.15 MEMBER CONDUCT
Member is solely responsible for the contents of his/her/its
transmissions through the Site. Member's use of the Site
is
subject to all applicable local, state, national and international
laws and regulations. Member agrees: (a) to comply with US
law regarding the transmission of technical data exported
from the United States through the Site; (b) not to use the
Site for illegal purposes; (c) not to interfere or disrupt
networks connected to the Site; and (d) to comply with all
regulations, policies and procedures of networks connected
to the Site. Member agrees not to transmit through the Site
any unlawful, harassing, libelous, abusive, threatening,
harmful,
vulgar, obscene or otherwise objectionable material of any
kind or nature. Member further agrees not to transmit any
material that encourages conduct that could constitute a
criminal
offense, give rise to civil liability or otherwise violate
any applicable local, state, national or international law
or regulation. Attempts to gain unauthorized access to other
computer systems are prohibited. Member further agrees not
to use the Site in a manner that violates any Federal, state
or local laws or statute, including but not limited to the
sale of any regulated substances.
1.16 NO RESALE OR COMMERCIAL USE OF THE SERVICES
PROVIDED ON THE SITE
Member's right to use the Site is personal to Member. Member
agrees not to resell or make any commercial use of the services
provided on the Site, without the express written consent
of "BidOk". Member acknowledges that content appearing on
the
Site may be protected by copyrights, trademarks or other
proprietary or personal rights and that applicable laws will
govern the
Member's use of such content. Member agrees that without
the prior written consent of "BidOk", Member shall not resell
the
Site, or the services provided on the Site, or use the Site
for the transmission of commercial solicitations (other than
an offer by Seller of Assets for sale) or for the receipt
of responses to commercial solicitations (other than a Buyer's
interest in purchasing Assets offered for sale through the
Site) without the express written consent of "BidOk". Member
agrees not to, for a commercial purpose, upload, transmit,
reproduce, distribute or participate in the transfer or sale,
or in any way exploit, any content obtained through the Site.
Member agrees not to use the Site for the transmission of
(or receipt of responses to) chain letters, lotteries, gambling
or pyramid schemes of any kind. Member agrees not to use
the
Site to disseminate any message in a broad-based mailing
without the prior written permission of "BidOk". Member agrees
not to
forge communications or take any other action that would
disguise the origin of communications Member transmits through
the
Site. Member agrees not to permit another person to transmit
communications that falsely identifies the Member's account
as the origin of such communication. Nothing herein shall
limit or prevent any Buyer from re-selling any Asset purchased
through the Site.
1.17 LIMITATION OF LIABILITY
NEITHER "BidOk", THEIR INTERNET SERVICE PROVIDERS, OR THEIR
INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, REPRESENTATIVES,
OR AGENTS
NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING
THIS SERVICE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF
USE OF "BidOk" OR INABILITY TO USE "BidOk" (INCLUDING, BUT
NOT LIMITED
TO, LOSS OF PROFITS, GOODWILL OR SAVINGS, DOWNTIME, DAMAGE
TO OR REPLACEMENT OF PROGRAMS AND DATA) ARISING FROM CLAIMS
BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, OR OTHERWISE, (BUT EXCLUDING CLAIMS ARISING
OUT OF PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE
OF
"BidOk" PROVIDERS) EVEN IF ANY SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGE. THE PROVISIONS
OF
THIS AGREEMENT ARE FOR THE BENEFIT OF "BidOk", THEIR INTERNET
SERVICE PROVIDERS, OR THEIR INFORMATION PROVIDERS, LICENSORS,
EMPLOYEES, REPRESENTATIVES AND AGENTS AND EACH SHALL HAVE
THE RIGHT TO ASSERT AND ENFORCE SUCH PROVISION DIRECTLY ON
ITS OWN BEHALF. THE PROVISIONS OF THIS PARAGRAPH AND THE
PRECEDING
PARAGRAPHS WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT. |
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