Terms & Conditions
Cloud Managment provides equipment disposition services. This page explains the terms and conditions by which you may visit our websites, access and participate in marketplace auctions and other sales events and use our related mobile and web services and tools (collectively, the “Services”). By accessing, participating in or using the Services, including activating your User Account, you signify that you have read, understood, and agree to be bound by these Site Usage Terms and Conditions (this “Agreement”), and that you acknowledge the collection and use of your information, whether or not you registered for a free account. We reserve all rights to modify this Agreement, and we will provide you with notice of any such modifications as described below. This Agreement applies to all visitors, guests, users and others who access or participate in the Services, including all guests, sellers and bidders participating in our auctions and other sales events (“Users”).
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY CLASS ACTION/JURY TRIAL WAIVER PROVISION BY WHICH YOU AGREE TO THE USE OF A BENCH TRIAL ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, AND NOT TO USE JURY TRIALS OR CLASS ACTIONS.
This is a contract between you and the Cloud Management member specified in Section 12.1, together with Cloud Managment, “we”, “our” or “us”. You must read and agree to this Agreement before using the Services. If you do not agree to this Agreement, you may not use the Services. You may use the Services only if you can form a binding contract with us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of this Agreement. The Services are not available to any Users we have previously removed or suspended from the Services.
1.2 Access and Use
Subject to your compliance with the terms and conditions of this Agreement, you may access and use the Services for your own professional and business purposes solely in order to bid on and buy items and equipment available for sale on the Services, to sell your items and equipment via the Services, or to acquire other products and services available via the Services, in each case subject to the restrictions described in this Agreement, including without limitation the restrictions set forth in Sections 1.3 and 2 below. The Services are not available for personal, family or household uses. We reserve all rights not expressly granted in this Agreement in and to the Services and our Intellectual Property (defined below). We may suspend or terminate your access to the Services at any time for any reason or no reason.
You will not, and you will not assist, permit or enable others to, do any of the following: (a) use the Services for any purpose other than as expressly set forth in Section 1.2 above; (b) disassemble, reverse engineer, decode or decompile any part of the Services, including without limitation, algorithmic pricing tools; (c) use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means to access, collect, copy, or record the Services; (d) copy, rent, lease, sell, transfer, assign, sublicense, modify, alter, or create derivative works of any part of the Services or any of our Intellectual Property; (e) remove any copyright notices or proprietary legends from the Services; (f) take photos, screenshots or other images of the Services or otherwise extract reports and other output of the Services, other than records of your transaction/bid history, sales agreements and reports, invoices and other User Account material made available to you under “My Account” that you take via any download and related functionality provided on the Services (“User Account History and Content”); (g) use the Services in a manner that impacts: (i) the stability of our servers; (ii) the operation or performance of the Services or any other User’s use of the Services; or (iii) the behavior of other applications using the Services; (h) use the Services in any manner or for any purpose that violates any applicable law, regulation, legal requirement or obligation, contractual obligation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in our sole discretion) to us, our providers, our suppliers or Users; (i) use the Services in competition with us, to develop competing products or services, or otherwise to our detriment or commercial disadvantage; (j) use the Services for benchmarking or competitive analysis of the Services; (k) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services; (l) transmit viruses, worms, or other software agents through the Services; (m) impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose, including, for example, for domain spoofing or other forms of phishing; (n) share passwords or authentication credentials for the Services; (o) bypass the measures we may use to prevent or restrict access to the Services or enforce limitations on use of the Services or the content therein, including without limitation features that prevent or restrict use or copying of any content; (p) identify us or display any portion of the Services on any site or service that disparages us or our products or services, or infringes any of our Intellectual Property or other rights; (q) identify or refer to us or the Services in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and us, other than your permitted use of the Services under this Agreement, without our prior express written consent; or (r) engage in any form of shill bidding, including collusion, bid manipulation and bidding on items that you, or a party affiliated with you, are selling in an auction.
1.4 User Accounts
Your account on the Services (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. For example, User Account holders can, subject to all of the terms and conditions of this Agreement, including the restrictions set forth in Sections 1.3 and 2:
- add items to a personal Watchlist and save inventory searches to assist you in bidding on similar items or selling your items;
- create and submit applications for financing with respect to items you are bidding or wish to bid on;
- check historic results from our auctions to assist you in bidding on similar items or selling your items;
- access the online bidding engine to bid online in real time at our auctions or in other sale events (after requesting bidding privileges and being approved);
- access User Account History and Content; and
- receive email updates about auction dates and new services offered by us.
We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and (iii) you agree to this Agreement on the entity’s behalf.
You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete profile information, and you must keep this information current. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your User Account. You must notify us immediately of any breach of security or unauthorized use of your User Account. We will not be liable for any losses caused by any unauthorized use of your User Account.
You may control your User profile and how you interact with the Services by changing the settings in your settings page. By providing us your email address you agree to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. Where the law permits, we may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding improvements, auctions, equipment, events and offers; however, opting out will not prevent you from receiving Services-related notices.
You acknowledge that you do not own the User Account you use to access the Services. Notwithstanding anything in this Agreement to the contrary, you agree that we have the absolute right to manage, regulate, control, modify and/or eliminate any data stored by us or on our behalf on our (including on our third party hosting providers’) servers as we see fit in our sole discretion, in any general or specific case, and that we will have no liability to you based on our exercise of such right. All data on our servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, USER ACCOUNT HISTORY AND CONTENT AND USER AND SYSTEM DATA (DEFINED BELOW) RESIDING ON OUR SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN OUR SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. WE DO NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIM, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON OUR SERVERS.
1.5 User and System Data
As part of your use and interaction with the Services, we will collect data, metadata, content and information, including personal information, that you provide to us or that is collected by us or via the Services (“User and System Data”). You hereby grant to us, and represent and warrant that you have all rights necessary to grant to us, a perpetual, irrevocable, non-exclusive, sublicensable, transferable and royalty-free right and license to collect, use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and to modify and make derivative works of any and all User and System Data in order to provide and maintain the Services, including the making available to you of your User Account History and Content, and, solely in de-identified or aggregate form, to improve our products and services and for our other business purposes (and any and all such derived data is deemed part of our Intellectual Property).
1.6 Seller Generated Content
As part of the Marketplace Direct Services, we will collect data, content and information that you as a seller provide to us for use on your behalf via the Services (“Seller Generated Content”). You hereby grant to us, and represent and warrant that you have all rights necessary to grant to us, a perpetual, irrevocable, non-exclusive, sublicensable, transferable and royalty-free right and license to collect, use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and to modify and make derivative works of any and all Seller Generated Content in order to provide and maintain the Services for you and, solely in de-identified or aggregate form, to improve our products and services and for our other business purposes (and any and all such derived data is deemed part of our Intellectual Property). You also hereby grant each User of the Services a non-exclusive license to access your Seller Generated Content through the Services, solely to the extent such access is permitted through the functionality of the Services and in accordance with this Agreement and applicable laws. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY OF YOUR SELLER GENERATED CONTENT. YOU SHALL BE SOLELY RESPONSIBLE AND INDEMNIFY US FOR YOUR SELLER GENERATED CONTENT.
1.7 Changes to the Services
We may, without prior notice, change the Services, stop providing the Services or features of the Services, to you or to Users generally, or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination of access for any reason or no reason, you continue to be bound by this Agreement.
1.8 Disputes with Other Users
You are solely responsible for your direct interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We will have no liability for your direct interactions with other Users, or for any User’s action or inaction.
1.9 Export Control
You are entirely responsible for compliance with all applicable local laws and regulations relating to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government or under similar laws or regulations applicable in other jurisdictions.
1.10 Additional Terms for Auctions and Bidding
In addition to creating a User Account to access and use the Services, you will be required to request bidding privileges separately before you may place bids online. You will also be required to agree to the conditions which when agreed to becomes a part of this Agreement. Sellers will be required to enter into a sales agreement prior to listing any products for sale through the Services, which when signed or otherwise agreed to also becomes part of this Agreement.
2. Auction Data
As part of the Services, we may provide access to data, information and content relating to items and equipment available for auction, including without limitation current and historical item listings, descriptions, bids, selling prices, values and other related information, materials and content (“Auction Data”).
You may access and use Auction Data only in order to assist you in bidding, via the Services, on items and equipment similar to the items and equipment to which such Auction Data relates, or to assist you in making determinations with respect to selling your own items and equipment via the Services, such as, for example, determining the potential value of your items and equipment or the appropriate time to sell your items and equipment (the “Permitted Uses”). With respect to Auction Data, you will not, and you will not permit any third party to, use any Auction Data in any manner or for any purpose other than the Permitted Uses, without our prior express written consent. For clarity, and without limiting the foregoing, the following activities are not permitted:
(a) recording, copying or storing any Auction Data in any manner or for any purpose whatsoever, other than for the Permitted Uses;
(b) directly or indirectly publishing, transmitting or distributing Auction Data, or any derivative works thereof, including reports or other analyses regarding the secondary equipment market in any manner for any form of monetary or other valuable consideration;
(c) using or referencing Auction Data in connection with any securities trading activities; or
(d) incorporating Auction Data in any manner into used equipment pricing tools, dashboards or other visualization products.
3. Our Proprietary Rights
You acknowledge and agree that the Services and all materials therein or transferred thereby, including, without limitation, Auction Data and all other videos, audio, images, and other content and information displayed or made available on the Services, and all software, algorithms, code and technology underlying the Services, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property”), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in this Agreement will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property. Use of our Intellectual Property for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to, or we may invite you to submit, comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
4. Additional Terms for Mobile Applications
4.1 Mobile Applications. We may make available software to access the Services via a mobile device (“Mobile Applications”). To use any Mobile Applications, you must have a mobile device that is compatible with the Mobile Applications. We do not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. We hereby grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for your User Account on one or more mobile devices owned or leased solely by you, solely for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that we may from time to time issue upgraded versions of the Mobile Applications, and may, where your device settings permit, automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license terms, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. We reserve all rights not expressly granted under this Agreement. If the Mobile Applications are being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. The Mobile Applications are subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Services.
4.4 Precedence. To the extent of any conflict between this Agreement and the terms of any end-user license agreement distributed with the Mobile Applications, the terms of this Agreement will prevail and govern.
5. Fees and Payment
5.1 Fees/Requesting Bidding Privileges. There are no fees or costs associated with signing up for or maintaining a User Account. However, when requesting bidding privileges for your User Account, you will be required to provide us with a current, valid credit card in your name as part of our assessment of your assigned bidding limit. All information that you provide in connection with this process must be accurate, complete, and current. Depending on our assessment, you may be required to post a deposit prior to placing bids online in any auction.
We care about the privacy of our Users. You understand that by using the Services we will collect, use and disclose your personal information and aggregate and/or anonymized data as set forth in our Privacy Statement and that your personal information will be transferred and processed in the United States.
We care about the integrity and security of the information we handle. We have implemented and follow an information security policy, including physical, managerial, and technical safeguards deemed appropriate by us in our sole direction, designed to preserve the integrity and security of that information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your information for improper purposes. You acknowledge that you provide your information at your own risk.
8. Disclaimer of Third-Party Links and Materials
THE SERVICES MAY CONTAIN THIRD-PARTY MATERIALS OR LINKS TO THIRD-PARTY MATERIALS THAT WE DO NOT OWN OR CONTROL. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SITES, INFORMATION, MATERIALS, PRODUCTS OR SERVICES. IF YOU ACCESS A THIRD-PARTY WEBSITE OR SERVICE FROM THE SERVICES OR SHARE YOUR DATA OR INFORMATION ON OR THROUGH ANY THIRD-PARTY WEBSITE OR SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THIS AGREEMENT AND OUR PRIVACY STATEMENT DO NOT APPLY TO YOUR USE OF SUCH SITES. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE, SERVICE OR CONTENT, INCLUDING WITHOUT LIMITATION SELLER GENERATED CONTENT. ADDITIONALLY, YOUR DEALINGS WITH OR PARTICIPATION IN PROMOTIONS OF ADVERTISERS FOUND ON THE SERVICES, INCLUDING THE PAYMENT FOR AND DELIVERY OF GOODS OR SERVICE BY THEM, AND ANY OTHER OF THEIR TERMS (SUCH AS WARRANTIES) ARE SOLELY BETWEEN YOU AND SUCH ADVERTISERS. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH SUCH ADVERTISERS.
You will defend, indemnify and hold us and our affiliates, agents, suppliers or licensors (and our and their employees, contractors, agents, officers and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or related to: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) your use of the Services or Auction Data in any manner not expressly authorized by this Agreement, including your breach of any of the restrictions applying to your use of the Services or Auction Data as set forth in Section 1.3 or 2 above, respectively; (vi) your gross negligence or willful misconduct; or (vii) any third party’s access and use of the Services with your unique username, password or other appropriate security code.
10. No Warranty
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT OR INFORMATION ACCESSED THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS), BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF THE AMOUNTS YOU PAID TO THE APPLICABLE RITCHIE BROS. GROUP MEMBER FOR ITS SERVICES OR USD 50.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
13. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
13.1 Notification Procedures. We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain notifications as required under applicable laws or as described in this Agreement or our Privacy Statement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
13.2 Changes to the Agreement. We may, in our sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Services after any such change constitutes your acceptance of the new Site Usage Terms and Conditions. If you do not agree to any of these terms or any future Site Usage Terms and Conditions, do not use or access (or continue to access) the Services. YOU HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLESS OTHERWISE STATED, ANY AND EACH MODIFIED OR NEW SITE USAGE TERMS AND CONDITIONS WILL FULLY GOVERN YOUR USE OF THE SERVICES, AND IS EFFECTIVE, BEGINNING AS OF YOUR FIRST ACCESS TO AND USE OF THE SERVICES, EVEN IF PRIOR TO YOUR ACCEPTANCE OF SUCH MODIFIED SITE USAGE TERMS AND CONDITIONS.
13.3 Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with us in connection with the Services, will constitute the entire agreement between you and us concerning the Services. None of our employees or representatives are authorized to make any modification or addition to this Agreement. Any statements or comments made between you and any of our employees or representatives are expressly excluded from this Agreement and will not apply to you or us or your use of the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Where we have provided any translation of the English language version of this Agreement, such translation is provided for your convenience only. To the extent there is any inconsistency between the English language version and any such translation, the English language version shall govern.
13.4 No Waiver. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.
13.5 Contact. Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.
13.6 California Users. The provider of the Services is Cloud Management. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
13.7 Quebec Users. It is the express wish of the parties that the Site Usage Terms and Conditions and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents y afférents soient rédigés en anglais.
14. DMCA Notice
We respect the intellectual property rights of others, and we expect our Users to do the same. If you believe that your copyrights or other intellectual property rights have been infringed by material posted by others through the Services, you should provide our agent with the following information:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright or other intellectual property owner;
2. Identification of the copyrighted work or other intellectual property that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Services;
4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other intellectual property owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright or other intellectual property owner or are authorized to act on behalf of the owner.
UNDER US FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying us that your intellectual property rights have been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.