BrandsAuction.com User Agreement &Terms And Conditions Of Use
These terms and conditions (the “Agreement”) are a legal agreement between you and Brands Auction LLC (“BrandsAuction”, “us”, “our” or “we”). Please note that by accessing the BrandsAuction.com website and its related services and tools (collectively, “BrandsAuction”), or any of its affiliated websites (“Affiliated Websites”), you hereby agree to be bound by the terms of this Agreement.
Please note that this Agreement includes a class action waiver, a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by you.
Any use of our trademarks or servicemarks that falls outside of explicit allowances in our trademark use restrictions is subject to licensing. All other trademarks, servicemarks, registered trademarks, and registered servicemarks are the property of their respective owners. BrandsAuction.com is not associated with any TV program or channels including shark tank, Dragon’s Den etc.
As used in this Agreement or on the Brands Auction LLC website, the terms below have the following meanings:
“Affiliated Websites” has the meaning assigned to such term in the opening paragraph to this Agreement.
“BrandsAuction” has the meaning assigned to such term in the opening paragraph to this Agreement
“AOA” means collectively, BrandsAuctionBrands Auction LLCand its affiliated licensee(s).
“Bid Cancellation Fee” is the fee charged to a Buyer only if a Buyer fails to remit either the signed Purchase Agreement or the Earnest Money Deposit within the required time frames.
“Bidder” means a person who places any bid or offer on a property marketed on Brands Auction LLC
“Buyer” means a person who places the Selected Bid on a property marketed on Brands Auction LLC and who has entered into a Purchase Agreement with the Seller.
“Participation Deposit” is the good faith deposit a Buyer pays pursuant to the Purchase Agreement to participate in the bidding process which shall be non-refundable if for any reason Buyer does not within the requested time period pay the Earnest Money Deposit, does not sign the purchase agreement or perform any other action as required to close the Asset.
“Earnest Money Deposit” is the good faith deposit a Buyer pays pursuant to the Purchase Agreement to demonstrate their commitment to purchase the property within 24 hours of finishing the bidding
“Brands Auction LLC” has the meaning assigned to such term in the opening paragraph to this Agreement.
“Broker” is a registered and pre-qualified and pre-assigned agent by either the Buyer or Seller.
“Listing Price” means the potential sales price in U.S. Dollars that the Seller is asking for the property. The Seller may choose, in its sole discretion, not to accept any Bidder’s bid for a property even if it meets or exceeds the Listing Price.
“No Time Limit Bidding” means No Time Limit Marketing process. Regardless of the No Time Limit or Time limit properties, seller may evaluate and/or accept any offer at any time from a potential Buyer.
“Purchase Agreement” has the meaning assigned to such term in the opening paragraphs to this Agreement.
“Reserve Price” means the unpublished minimum price set by the Seller for a property subject to an Auction Marketing. If not required, the Seller may choose to not disclose the Reserve Price on the property details page. Even if a Bidder meets the Reserve Price, the marketing period continues for the scheduled marketing time period to give other Bidders the opportunity to bid. Seller reserves the right not to sell the property to a person or entity, including those with a bid or offer meeting the Reserve Price and only recourse in such cases to Buyer will be that Participation deposit will be returned back to Buyer unless it was because of the Buyer.
“Selected Bid” means (a) with regard to a property which is conducted under the Auction Marketing process, the bid on a Property that was selected by the Seller, its sole and absolute discretion, following the conclusion of the time limit, and (b) for a No Time Limit Marketing, any offer which has been tentatively approved by the Seller. The Selected Bid in a property which was conducted under the Auction Marketing process may or may not be the highest bid as Sellers may choose to factor in other qualities of the bids (such as type of funds used to purchase, Bidder-requested contingencies, etc.). A Selected Bid may or may not meet the Listing Price or the Reserve Price. A Bidder with the Selected Bid (e.g. the Selected Bidder) does not convey to the Bidder the right to purchase the property. The Seller reserves the right not to sell the property to a person or entity, including those with a Selected Bid.
“Selected Bidder” means the person or entity that places the Selected Bid. Being a Selected Bidder does not grant the Selected Bidder the right to purchase the property. Formal agreement regarding the terms of the sale of the property (which may or may not be the Selected Bid) lies within the sole discretion of the Seller.
“Selected Bid Amount” means the proposed purchase amount set forth in a Selected Bid.
“Seller” means a person or entity who has marketed a property for sale on Brands Auction LLC or its Affiliated Websites.
“Starting Bid” indicates the nominal opening bid at the beginning of an auction and may be set at or below the Reserve Price
Terms such as “we”, “us” are collectively referred to as "BRANDSAUCTION.COM. Please be advised that this terms and conditions of use contains provisions that govern how claims you and we have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which shall, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Legal Disputes, Section B ("Agreement to Arbitrate")). Unless you opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
1.2 About BRANDSAUCTION.COM
BRANDSAUCTION.COM is a marketplace that allows users to offer, sell and buy just about any intellectual property in a variety of pricing formats and locations. The actual contract for sale or license is directly between the seller and buyer. BRANDSAUCTION.COM is not a traditional auctioneer
While we may provide pricing, listing, sourcing, and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, BRANDSAUCTION.COM has no control over and does not guarantee the existence, quality, safety or legality of Assets advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell Assets; the ability of buyers to pay for Assets; or that a buyer or seller will actually complete a transaction or return an Asset.
If you [register with our website, submit any material to our website or use any of our website services], we will ask you to expressly agree to these terms and conditions.You must be at least  years of age to use our website; and by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least  years of age. "Sellers must meet
BRANDSAUCTION.COM's minimum performance standards. Failure to meet these standards may result in BRANDSAUCTION.COM charging you additional fees, and/or limiting, restricting, suspending, or downgrading your seller account."
1.3 Legal Capacity to Enter Into Agreements; Accuracy of Application; Credit Information; Customer Identification Program Notice You are of full legal age in the state or jurisdiction in which you reside and have the capacity to enter into this Agreement.
Accuracy of Application. By registering with our site as a seller or buyer or in any other manner as site gives options, you acknowledge and attest that the information that you have provided us is current, accurate, truthful and complete. No one except the person(s) listed on the Application has an interest in the Account being subject to this Agreement. You agree to update your information as it changes within 24 hours of such change without and should inform all relevant and related parties..
Credit Information. You authorize us to make inquiries to consumer or credit reporting agencies, financial institutions, employers and/or any other source we believe necessary to verify your identity. You also acknowledge that BrandsAuction.com may provide information (e.g. negative account information or unsecured debts) regarding your performance under this Agreement to these agencies. You understand that, upon your written request, we will tell you whether we requested a credit report and provide the name and address of the agency that furnished it
In this Agreement Sellers must meet BRANDSAUCTION.COM's minimum performance standards and failure to meet these standards shall result in BRANDSAUCTION.COM charging you additional fees, and/or limiting, restricting, suspending, or downgrading your seller account."
2.1 Copyright (c) 2017 brandsauction.com
2.2 Subject to the express provisions of these terms and conditions:
(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
(b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.
3.Licence to use website
3.1 You may:
(a) view pages from our website in a web browser;
(b) download pages from our website for caching in a web browser;
(c) print pages from our website;
(d) [stream audio and video files from our website.
(e) [use [our website services] by means of a web browser,] subject to the other provisions of these terms and conditions.
3.2 Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer. In connection with using or accessing the Services you will not:
post, list or upload content or Assets 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 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools
fail to pay for Assets purchased by you
fail to closeAssets sold by you
manipulate the price of any Asset or interfere with any other user's listings
post false, inaccurate, misleading, deceptive, defamatory, or libelous content
take any action that may undermine the feedback or ratings systems (see about our Feedback policies);
transfer your BRANDSAUCTION.COM account (including Feedback) and 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 BRANDSAUCTION.COM or the interests or property of users
use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of BRANDSAUCTION.COM
interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure
export or re-export any BRANDSAUCTION.COM application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions
infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to BRANDSAUCTION.COM. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to BRANDSAUCTION.COM or someone else
infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belongs to you
commercialize any BRANDSAUCTION.COM application or any information or software associated with such application, except with the prior express permission of BRANDSAUCTION.COM
harvest or otherwise collect information about users without their consent or circumvent any technical measures we use to provide the Services
Sellers must meet BRANDSAUCTION.COM's minimum performance standards. Failure to meet these standards may result in BRANDSAUCTION.COM charging you additional fees, and/or limiting, restricting, suspending, or downgrading your seller account
If we believe you are abusing BRANDSAUCTION.COM in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services
If we believe you are violating the policy on Offers to buy or sell outside of BRANDSAUCTION.COM, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you are a seller, you are liable for transaction fees arising out of all sales made using some or all BRANDSAUCTION.COM Services, even if sales terms are finalized or payment is made outside of BRANDSAUCTION.COM
4. Acceptable use:
4.1 Acceptable use:
(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website
(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity
(c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software
(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent
4.2 You must not use data collected from our website to contact individuals, companies or other persons or entities
4.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is [true, accurate, current, complete and non-misleading]
5. Registration and accounts
5.1 To be eligible for an individual account on our website under this Section 6, you must [be at least 18 years of age]
5.2 You may register for an account with our website by [completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you]
5.3 You must not allow any other person to use your account to access the website
5.4 You must notify us in writing immediately if you become aware of any unauthorised use of your account
6. User IDs and passwords
6.1 If you register for an account with our website, [we will provide you with / you will be asked to choose] a user ID and password
6.2 Your user ID must not be liable to mislead and must comply with the content rules set out in Section 12; you must not use your account or user ID for or in connection with the impersonation of any person
6.3 You must keep your password confidential
6.4 You must notify us in writing immediately if you become aware of any disclosure of your password
6.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure
7. Cancellation and suspension of account
7.1 We may:
(a) [suspend your account;]
(b) [cancel your account; and/or]
(c) [edit your account details,]
at any time in our sole discretion without notice or explanation
8.1 You may cancel your account on our website [using your account control panel on the website]. All the fees charged by BrandsAuction.com are non-refundable and will not be returned for partial and unused services or term.
You agree to pay the commissions, royalties, charges, membership or other fees as set forth in our then-current Commissions and Fees Schedule as applicable to the pricing structure of your Account. BrandsAuction.com's Commissions and Fees Schedule is as follows
5% commission on all auction transactions where each party (buyer and seller) shall pay 2.5% each individually. If a broker registers an account and the broker performs all the transaction on behalf of either seller or buyer, BrandsAuction.com commission will be 3% (1.5% from buyer and 1.5% from seller) and broker will get 1.5% if it is a Certain clients may have a different pricing structure based on assets or activities in their accounts at BrandsAuction.com. You understand that BrandsAuction.com may require a minimum deposit to open an account and that you also may be required to maintain a minimum deposit amount. You fully understand that all the fees due and/or paid are non-refundable and must be collected within one business day of being due
8.2 Bidder Requirements You must be a registered user of the BrandsAuction.com site to submit a bid or offer. Please allow enough time in most cases 24 hours for account activation, and note that you will not be able to place bids or offers until your account has been activated and approved. Your account must be in good standing all the time. You must be a member of the BrandsAuction site to place bids; there are different types of fees that you may be obligated to pay. Below is a description of these fees:
Participation Deposit. The minimum required Participation Deposit is entered by the Seller but approved by BrandsAucton.com. The Participation Deposit for a specific asset is shown on the asset’s page and will be held with BrandsAuction.com. You must pay the Participation Deposit to BrandsAuction.com to participate in the auction. Your payment of the participation deposit means that you have carefully reviewed the asset details independently as BrandsAuction does not give any warranties or guaranties on any information provided by the Seller and thus it is the responsibility of each bidder to do their own due diligence
If you are unable to comply with the terms & conditions of this agreement and with the purchase agreement requirement set forth by the Seller or do not perform the post bidding steps required by either the seller or BrandsAuction.com or do not sign the post bidding documents e.g. purchase agreement etc. or do not send the remainder of the payment within the requested time frame of the seller or BrandsAuction.com or for any other reason where you do not actively perform the closing of the asset, your Participation Deposit WILL not be refunded and depending on the each asset closing situation further penalties may be charged. Both Seller and BrandsAuction will reserve the right to bring any such additional penalties to you within twelve months after the closing time of the bidding. Otherwise, the Participation Deposit will be applied at closing to the purchase price
Membership Fee. The annual Membership Fee is charged to the most Buyers who wish to purchase or license an Asset through BrandsAuction. This fee helps to cover the cost of providing the BrandsAuction technology platform for us to keep your information on our website and for members to use our search feature. This fee is non-refundable regardless if Buyer performs or does not perform any business. The amount of the Annual Membership Fee is typically $499 but BrandsAuction may give special discounts or pricing to some members
Bid Cancellation Fee. In addition to participation deposit, BrandsAuction may charge an additional bid cancellation fee.The Bid Cancellation Fee is a fee in the amount of One Thousand Dollars ($1,000) or 20% of the final Bid amount whichever is higher that is charged to a Selected Bidder only if the Selected Bidder fails to perform post bidding steps including but not limited to (remit either the signed Purchase Agreement or the Earnest Money Deposit within the required time frames)
It is Buyer responsibility that BrandsAuction.com has received such deposits including participation deposit and Earnest Money Deposit. In case of credit card, an authorization hold will be placed on the Selected Bidder’s credit card at the time the Selected Bidder provides their information for the participation deposit. If the Selected Bidder fails to provide either the signed Purchase Agreement or the Earnest Money Deposit within the respective specified time frames, the authorization hold on the credit card for the Bid Cancellation Fee will be settled (e.g. charged) in favor of BrandsAuction.com. Buyer does not have the option to claim any chargebacks etc. In case if Buyer performs any chargebacks etc. or does not pay such participation deposit, BrandsAuction will be allowed to charge Buyer an additional fee as allowed by law to collect any outstanding payment from Buyer
Royalties: Throughout the term of this Agreement, and for any renewals or extensions of this Agreement, both Licensee and Licensor agrees to pay BrandsAuction.com royalty as stated on the licensing pages and listed here (A) Both parties including licensor and licensee shall pay to BrandsAuction a royalty of 1 percent (1%) each or 2% collectively of net sales (gross receipts minus discount or actual return actually realized). All royalties are to be paid within five (5) days of each quarter ending in the months of March, June, September and December by both licensee and licensor. Failure of Licensee & Licensor to make any payment required under this Agreement when such payment is due, shall, at Licensor’s option, terminate this Agreement and charge a full amount of the contract to both parties. Licensor will provide written notice to Licensee of termination of this Agreement for failure to make a required payment, within thirty (30) days from the due date of the payment
8.3 Bidding and Buying Your Intent to Purchase. Bidding on Asset indicates your intent to purchase that Asset and is considered a legally binding offer to enter into a contract between you and the Seller of the Asset, which offer remains open until (i) the Seller accepts the offer, which acceptance can only be effectuated by Seller’s execution of the Purchase Agreement after the Purchase Agreement has been executed by all parties required by the Purchase Agreement, (ii) the Seller sells the Asset to another Buyer, or (iii) the Asset is remarketed on BrandsAuction in a separate Auction Marketing or No Time Limit Marketing. As a Bidder, you are obligated to complete the transaction with the Seller if you submit a Selected Bid. NOTWITHSTANDING THE FOREGOING OR ANYTHING IN THIS AGREEMENT, THE PURCHASE AGREEMENT, OR ANY OTHER DOCUMENTATION TO THE CONTRARY, BY RECEIVING ANY BID, INCLUDING WITHOUT LIMITATION A SELECTED BID, THE SELLER IS NOT OBLIGATED TO SELL THE ASSET TO THE BIDDER, OR ANY OTHER PERSON OR ENTITY UNTIL A PURCHASE AGREEMENT HAS BEEN EXECUTED BY THE SELLER AND ANY OTHER PERSONS OR ENTITIES REQUIRED BY THE PURCHASE AGREEMENT
Seller Acceptances. With all properties marketed on BrandsAuction, the Selected Bid will be subject to approval from the Seller, which is wholly within the Seller’s sole discretion. Seller may accept or reject any bid, including a Selected Bid, and regardless of whether or not the Reserve Price has been met. The Selected Bidder will receive a communication if the Selected Bid is approved by the Seller. Among other consideration received by a Buyer placing a bid or offer is that the Seller will consider the bid or offer and decide whether to accept the bid or offer in a timely manner. Final bid price will not be the only factor in Seller decision making process and Buyer may not be able to get the asset even if the bidding price is the highest
Prequalification Letters; Proof of Funds. For most assets, you will be required to upload a copy of a prequalification letter, your financial and other statements or provide evidence of proof of funds satisfactory to the Seller and BrandsAuction. By uploading such documents, you represent that these documents are bona fide and that contents are true and accurate in all respects. By uploading proof of funds documentation, you represent that the document are true and accurate in all respects
9. Social Networking
9.1 Registered users will have access to such additional features on our website as we may from time to time determine, which may include: (a) [facilities to complete a detailed personal profile on the website, to publish that profile on the website, and to restrict the publication of that profile to particular groups or individuals registered on the website;](b) [facilities to create groups, manage groups that you have created, join and leave groups, and share information amongst group members;] (c) [the facility to send private messages via the website to particular groups or individuals registered on the website; and](d) [the facility to post and publish text and media on the website.]
9.2 You acknowledge that we cannot be held responsible for the behaviour of our users, either on or off the website, and we cannot guarantee that any information provided by a user is true, accurate, complete, current and not misleading; and subject to Section 15.1 you will not hold us liable in respect of any loss or damage arising out of any user behaviour or user information.
9.3 You agree to the publication of posts relating to you, by others, on our website; you acknowledge that such posts may be critical or defamatory or otherwise unlawful; and, subject to Section 15.1, you agree that you will not hold us liable in respect of any such posts, irrespective of whether we are aware or ought to have been aware of such posts.
10. Personal profiles
10.1 All information that you supply as part of a personal profile on the website must be [true, accurate, current, complete and non-misleading]
10.2 You must keep your personal profile on our website up to date
10.3 Personal profile information must also comply with the provisions of Section 5 and Section 12
11. Your content: licence
>11.1 In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website
11.2 You grant to us a [worldwide, irrevocable, non-exclusive, royalty-free licence] to [use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media / reproduce, store and publish your content on and in relation to this website and any successor website / reproduce, store and, with your specific consent, publish your content on and in relation to this website].
11.3 You grant to us the right to sub-license the rights authorized under Section 11.2
11.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 11.2
11.5 You hereby waive all your moral rights in your content to the maximum extent permitted by the applicable laws; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by such applicable laws
11.6 You may edit your content to the extent permitted by using the editing functionality made available on our website
11.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content
12. Limited warrantiese
12.1 We do not warrant or represent
the Completeness or accuracy of the information published on our website
that the material on the website is up to date; or
that the website or any service on the website will remain available
12.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website
12.3 To the maximum extent permitted by applicable law and subject to Section 15.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website
12.4 BrandsAuction.com does not make recommendations or offer investment advice of any kind. BrandsAuction.com provides the content of the Website for informational, educational and noncommercial purposes only. Although BrandsAuction.com may provide data, information and content to buy, sell and license intellectual properties, businesses etc., you should not construe any such information as investment, financial, tax, legal or other advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any data, information or content on the Website before making any decisions based on such data, information or content. In exchange for using such data, information or content, you agree not to hold BrandsAuction.com or its third-party content providers liable for any possible claim for damages arising from any decision you make based on information made available to you through the Website
13. Limitations and exclusions of liability
13.1 Nothing in a contract under these terms and conditions will:
limit or exclude any liability for death or personal injury resulting from negligence
limit or exclude any liability for fraud or fraudulent misrepresentation
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law
13.2 The limitations and exclusions of liability set out in this Section 15 and elsewhere in a contract under these terms and conditions
(a) are subject to Section 15.1; and
(b) govern all liabilities arising under that contract or relating to the subject matter of that contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in that contract.
13.3 To the extent that our website and the information and services on our website are provided free of charge and we will not be liable for any loss or damage of any nature
13.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control
13.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill
13.6 We will not be liable to you in respect of any loss or corruption of any data, database or software
13.7 we will not be liable to you in respect of any special, indirect or consequential loss or damage. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages so these exclusions and limitations may or may not apply to you. To the extent permitted by law, our aggregate liability in connection with the services for damages of any sort will not be greater than the amount you paid to access these services
13.8 you accept that we have an interest in limiting the personal liability of our officers, affiliates and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees). Under no events or circumstances, including but not limited to negligence or for any other reason, neither brands auction or our subsidiaries, employees, affiliates be liable to anyone for any damages including but not limited to (direct, indirect, consequential, punitive, incidental, special or exemplary damages), arising from use of or inability to use the services, including those caused by any failure of performance or promises, error, omission, interruption, defect, delay in operation of transmission, either as a computer glitch or viruses etc., or line failure in connection with your use of the services, even if we have been advised of the possibility of such damages
13.9 We may provide third-party content on the Services, which may include links to other internet websites and other content that is not owned or controlled by us, including but not limited to any content provided by Sellers or auctioneers (collectively the “Third-Party Content”). We do not control, endorse or adopt any Third-Party Content, and makes no representations or warranties of any kind regarding the Third-Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that we are not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content at their own risk. Your business dealings or correspondence with, or participation in promotions of, any third parties, including without limitation any Sellers or auctioneers, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such Third-Party Content on the Services.The User may not link directly or indirectly, or facilitate the linking of, the Services to any other website without the our prior written consent provided that no consent is required for links made solely for the purposes of operating and providing a bona fide search engine although we reserves the right at any time to require any such linking to cease.
Reverse Engineering. You may not reverse engineer, decompile or disassemble BrandsAuction (except to the extent specifically permitted by applicable law). You may not use automated web queries (including, without limitation, screen and database scraping, spiders, robots, crawlers and any other automated activity in connection with BrandsAuction). General purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent. You may not frame any part of BrandsAuction. You may not use, or attempt to use, BrandsAuction through any means not explicitly and intentionally made available, provided or intended with respect to BrandsAuction. You may not harvest information about users of BrandsAuction for any purpose. You may not use the Services in any manner that could damage, disable, overburden, or impair BrandsAuction or that harms us, our service providers, suppliers or any other person.
Bulk Downloads. The content offered as part of BrandsAuction is not intended for bulk downloads, and thus, you are expressly prohibited from downloading such content in bulk. For purposes of further clarification, bulk downloads shall include, without limitation, any ten retrieval related actions per minute from an individual IP address or otherwise associated with one user of the website. Unreasonable and/or excessive use, as determined in our sole discretion, may result in access being denied temporarily or permanently for a given user or IP address
Access and Interference. You agree that you will not use any electronic device, software or process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any electronic device, software or process to interfere with or attempt to interfere with the proper functioning of BrandsAuction or any activities conducted on BrandsAuction. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content from the BrandsAuction site for public or commercial purposes, including the text, images, audio, and video without our prior expressed written permission
14.1 You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation all legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of:
(a) any breach by you of any provision of these terms and conditions; or
(b) your use of our website
15. Breaches of these terms and conditions
15.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may
(a) send you one or more formal warnings
(b) temporarily suspend your access to our website
(c) permanently prohibit you from accessing our website
(d) block computers using your IP address from accessing our website
(e) contact any or all of your internet service providers and request that they block your access to our website
(c) commence legal action against you, whether for breach of contract or otherwise; and/or
(c) suspend or delete your account on our website
Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
16.1 We may revise these terms and conditions from time to time
16.2 [The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions. We will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our website from the date we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our website.]
If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website
17 Asset Status; No Warranties
17.1 Asset Status. ALL ASSETS MARKETED FOR SALE ON BRANDSAUCTION AND ITS AFFILIATED WEBSITES, INCLUDING ALL SPECIAL TERMS MARKETINGS, ARE FOR SALE WITH NO EXPRESS OR IMPLIED GUARANTEES OR WARRANTIES WHATSOEVER BY THE APPLICABLE SELLER, BRANDSAUCTION, ITS AFFILIATES, BRANDSAUCTION, AND/OR THE AFFILIATED WEBSITES, UNLESS REQUIRED BY LAW. Without limiting any other provision of this Agreement or the Purchase Agreement, you acknowledge and agree that you are bidding for Asset and, if you are the purchaser acquiring the Asset in its present state and condition as of the date you submit the bid, with all defects, both patent and latent, and with all faults of the Asset whether known or unknown, presently existing or that may thereafter arise. Furthermore, the Asset is subject to all terms and conditions set forth on the Asset’s details page (including any linked pages containing additional information) and any other terms and conditions specified by the Seller or the Licensed Real Estate Agent for the Asset. You acknowledge and agree that Seller, BrandsAuction and its Affiliated Websites have not made, do not make and, moreover, specifically negate and disclaim any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Asset, including without limitation: (a) the value, nature, quality or condition of the Asset, including, without limitation, the water, soil and geology; (b) the income to be derived from the Asset; (c) the suitability of the Asset for any and all purposes, activities and uses which you may conduct thereon; (d) the compliance of or by the Asset or its operation with any laws, rules, ordinances or integrity of the land or any buildings or improvements of any applicable governmental authority or body; (e) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Asset; (f) the manner or quality of the construction or materials, if any, incorporated into the Asset; (g) the manner, quality, state of repair or lack of repair of the Asset; (h) the existence of any view from the Asset or that any existing view will not be obstructed in the future; (i) the conformity of the improvements to any plans or specifications for the Asset that may be provided to you; (j) the conformity of the Asset to applicable zoning or building code requirements; (k) the existence of soil instability, past soil repairs, susceptibility to landslides, sufficiency of under-shoring, sufficiency of drainage, or any other matter affecting the stability or integrity of the land or any buildings or improvements situated thereon; (l) whether the Asset is located in a special studies zone under the public resources code or a seismic hazards zone or a state fire responsibility area, or a special flood hazard zone; or (m) any other matter with respect to the Asset. You acknowledge that the Asset may not be in compliance with applicable zoning, building, health or other law or codes, that the Seller may not have occupied the Asset and that the Asset may not be in habitable condition. You further acknowledge and agree, without limitation, that the Seller, BrandsAuction and their respective affiliates and BrandsAuction have not made, do not make, and specifically disclaim any representation regarding compliance with any laws, including the Americans With Disabilities Act or with any federal, state or local environmental protection, pollution or land use laws, rules, regulations or orders or requirements, including as defined by the U.S. Environmental Protection Agency regulations or the disposal or existence, in or on the Assets, of any hazardous substance, as defined by the comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and regulations promulgated there under. You and anyone claiming by, through, under, or on behalf of you hereby fully and irrevocably release all Sellers, BrandsAuction, its Affiliated Websites, their respective affiliates, employees, officers, directors, representatives, attorneys and agents from any and all claims that you may now have or hereafter acquire against Sellers, BrandsAuction, its Affiliated Websites, their respective affiliates employees, officers, directors, representatives, attorneys, and agents for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or relating to any construction defects, efforts, omissions, or other conditions, including environmental matters, affecting the Asset(-ies), or any portion thereof. This release includes claims of which you are presently unaware or do not presently suspect to exist in your favor which, if known, would materially affect your release of BrandsAuction and its Affiliated Websites. You should consider these matters when registering on BrandsAuction and placing bids with BrandsAuction or its Affiliated Websites. Additionally, the availability of any Asset for an inspection, and the process by which you may arrange for an inspection, is solely within the discretion of the Seller; BrandsAuction, AOA, BrandsAuction, and the Affiliated Websites have no control or input regarding such inspections.
Disclaimer. SELLER, BRANDSAUCTION AND THEIR RESPECTIVE AFFILIATES AND BRANDSAUCTION AND ITS AFFILIATED WEBSITES DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, ENDORSEMENTS OR REPRESENTATIONS WHATSOEVER AS TO THE ACCURACY OF THE INFORMATION, CONTENT OR MATERIALS CONTAINED ON BRANDSAUCTION OR ITS AFFILIATED WEBSITES.
18.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions
18.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions
19.1 If a provision of a contract under these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
19.2 If any unlawful and/or unenforceable provision of a contract under these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue to be in effect
20. Third party rights
20.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
20.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party
21. Law and jurisdiction
21.1 A contract under these terms and conditions shall be governed by and construed in accordance with [State Law of New Jersey].
21.2 You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Utah, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and BRANDSAUCTION.COM, except as otherwise stated in the User Agreement.