eBidDirect User Agreement
The following describes the terms on which eBidDirect
offers you access to our services.
Introduction
Welcome to eBidDirect. By using eBidDirect, you agree
to the following terms with eBidDirect Inc. and the general principles for the
websites of our subsidiaries and affiliates.
This Agreement is effective on June 14, 2009, for current
users, and upon acceptance for new users.
Scope
Before you may become a member of eBidDirect, you
must read and accept all of the terms in, and linked to, this User Agreement and
the Privacy Policy. We strongly recommend that, as you read this User Agreement,
you also access and read any linked information. By accepting this User Agreement,
you agree that the User Agreement and Privacy Policy will apply whenever you use
eBidDirect sites or services, or when you use the tools we make available to interact
with eBidDirect sites and services. If you use another eBidDirect site, you agree
to accept the User Agreement and Privacy Policy applicable to that site. Some eBid
Direct sites, services and tools may have additional or other terms that we provide
to you when you use those sites, services or tools.
Using eBidDirect
While using eBidDirect sites, services and tools,
you will not:
·
post content or items in inappropriate categories
or areas on our sites and services;
·
violate any laws, third party rights or our
policies;
·
use our sites, services, or tools if you are not
able to form legally binding contracts, are under the age of 18, or are temporarily
or indefinitely suspended from using our sites, services or tools;
·
fail to deliver payment for items purchased
by you, unless the seller has materially changed the item's description after you
bid, a clear typographical error is made, or you cannot authenticate the seller's
identity;
·
fail to deliver items purchased from you, unless
the buyer fails to meet the posted terms, or you cannot authenticate the buyer's
identity;
·
manipulate the price of any item or interfere
with other users' listings;
·
circumvent or manipulate our fee structure,
the billing process, or fees owed to eBidDirect;
·
post false, inaccurate, misleading, defamatory,
or libelous content (including personal information);
·
take any action that may undermine the ratings
systems (such as displaying, importing or exporting ratings information off of the
sites, or using it for purposes unrelated to eBidDirect);
·
transfer your eBidDirect account (including
ratings) 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 eBidDirect, or the interests or property of eBidDirect users;
·
export or re-export any eBidDirect tools except
in compliance with the export control laws of any relevant jurisdictions;
·
copy, modify or distribute eBidDirect's copyrights and trademarks, or the rights or content from the eBidDirect sites, services or
tools;
or
·
harvest or otherwise collect information about
users, including email addresses, without their consent.
Abusing eBidDirect
eBidDirect and the community work together to keep
our sites and services working properly and the community safe. Please report problems,
offensive content, and policy violations to us.
Without limiting other remedies, we may limit, suspend
or terminate our service and user accounts; prohibit access to our sites and its
content, services and tools; delay or remove hosted content; and take technical
and legal steps to keep users off the sites if we have reason to believe that they are creating problems,
possible legal liabilities, or acting inconsistently with the letter or spirit of
our policies. We also reserve the right to cancel unconfirmed accounts or accounts
that have been inactive for a long time, or to modify or discontinue eBidDirect
sites, services or tools.
eBidDirect Claim Resolution
Buyers and sellers share the responsibility of making
sure purchases facilitated by eBidDirect are exciting, rewarding and hassle-free.
We strongly encourage buyers to work with sellers before opening a claim relating
to a purchase. When a buyer doesn't receive an item or the item doesn't match what
was described, and the seller doesn't provide adequate resolution to the buyer,
eBidDirect will immediately assume the role of intermediary. Upon hearing both
arguments, eBidDirect will make the decision, and the result will be final.
Buyer Obligations:
·
Buyers agree to file claims in accordance with
the conditions, exclusions, and coverage limitations outlined in this agreement.
·
Buyers who eBidDirect believes are not acting
in good faith, are abusing the program or a seller, are attempting to commit or are committing
fraud, or are trying to unjustly benefit from the program may become ineligible for
Claim Resolution. Buyers who become ineligible will be notified by eBidDirect prior
to ineligibility. eBidDirect reserves the right to temporarily, indefinitely
or permanently suspend the eBidDirect Claim Resolution program immediately if we
suspect abuse, excessive claims, tampering, or interference with the proper working
of the program.
·
eBidDirect Claim Resolution doesn’t cover certain
types and categories of goods or services, false, abusive or illegitimate claims,
or transactions where you have been, or may be, compensated by another third party.
Seller Obligations:
·
Sellers agree to follow the program requirements.
·
All sellers with an open claim must work in
good faith to resolve the claim, refund money and/or provide a replacement item,
and accept a return of the item.
·
If a seller doesn't resolve a claim or must
make restitution as a result of an eBidDirect claim decision, the seller agrees
to refund the amount paid by the buyer within 5 business days.
Additional Seller Obligations when a buyer opens a claim alleging
an item is counterfeit:
·
Sellers shall work with the buyer in good faith
during the resolution process to provide the buyer with appropriate documentation or
other assurances to satisfy the buyer that the item is not counterfeit, if such
information is available.
·
If the buyer and the seller cannot agree that the item
is not counterfeit, for covered claims that meet the conditions and are not excluded, the buyer is required to send the item back to the seller. Cost of return shipping
will be paid by the buyer.
·
Sellers shall not list, advertise, or cause
that item to appear for sale, barter or trade, on any eBidDirect site.
·
While buyers are not obligated to provide third
party confirmation that an item is counterfeit in order to open a claim, in cases
where there is written confirmation from the manufacturer that the item is counterfeit,
or in additional circumstances where eBidDirect elects to exercise its discretion,
eBidDirect may request the destruction of the item by an authorized third-party
recycler.
Fees and Services
Joining eBidDirect and bidding on listed items is
free. We do charge fees for using other services, such as listing items. When you
list an item or use a service that has a fee, you have an opportunity to review
and accept the fees that you will be charged based on our Fees schedule, which we
may change from time to time. Changes to that schedule are effective after we provide
you with at least fourteen days' notice by posting the changes on the eBidDirect
site. We may choose to temporarily change the fees for our services for promotional
events (for example, free listing days) or new services, and such changes are effective
when we post the temporary promotional event or new service on the sites.
Unless otherwise stated, all fees are quoted in U.S.
Dollars. You are responsible for paying all fees and applicable taxes associated
with our sites and services in a timely manner with a valid payment method. If your
payment method fails or your account is past due, we may collect fees owed using
other collection mechanisms. (This includes charging other payment methods on file
with us, retaining collection agencies and legal counsel, and for accounts over
180 days past due, deducting the amount owed from your PayPal account balance.)
Content
When you give us content, you grant us a non-exclusive,
worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple
tiers) right to exercise the copyright, trademark, publicity, and database rights
(but no other rights) you have in the content, in any media known now or in the
future.
For the convenience of sellers, we may offer catalogs
of stock images, descriptions and product specifications, which are provided by
third parties. While we try to offer reliable data, we cannot promise that the catalogs
will always be accurate and up-to-date. If you choose to include catalog content
in your listings, you are responsible for ensuring that your listings are accurate
and do not include misleading information. You agree that you will not hold our
catalog providers or us responsible for inaccuracies in catalogs. The catalogs may
include copyrighted, trademarked or other proprietary materials. You may use the
catalogs only for informational purposes and only in connection with your eBidDirect
listings. You may not use catalog content in a way that infringes or violates anyone’s
proprietary rights.
Limitation of Liability
You will not hold eBidDirect responsible for other
users' content, actions or inactions, the items they list, or their destruction of allegedly
fake items. You acknowledge that we are not a traditional auctioneer. Instead, the
sites are a venue to allow anyone to offer, sell, and buy just about anything, at
anytime, from anywhere, in a variety of pricing formats and locations, such as stores,
fixed price formats and auction-style formats. We are not involved in the actual
transaction between the buyer and the seller. While we may help facilitate the resolution
of disputes through Claim Resolution, we have no control over and do not guarantee
the quality, safety or legality of items advertised, the truth or accuracy of users’
content or listings, the ability of sellers to sell items, the ability of buyers
to pay for items, or that a buyer or seller will actually complete a transaction
or return an item.
We do not transfer legal ownership of items from the seller to the buyer, and nothing
in this agreement shall modify the governing provisions of Federal, State and Local
entities unless the buyer and the seller agree otherwise. Further, we cannot guarantee
continuous or secure access to our sites, services or tools, and operation of our
sites, services or tools may be interfered with by numerous factors outside of our
control. Accordingly, to the extent legally permitted, we exclude all implied warranties,
terms and conditions. We are not liable for any loss of money, goodwill or reputation,
or any special, indirect or consequential damages arising, directly or indirectly,
out of your use of, or your inability to use, our sites, services, and tools.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages,
so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability
to you or to any third party is limited to the greater of (a) the total fees you
paid to us in the 12 months prior to the action giving rise to the liability, and
(b) $100.
Release of Liability
If you have a dispute with one or more users, you release
us (and our officers, directors, agents, subsidiaries, joint ventures and employees)
from claims, demands and damages (actual and consequential) of every kind and nature,
known and unknown, arising out of or in any way connected with such disputes.
Access and Interference
The sites contain robot exclusion headers. Much of
the information on the sites is updated on a real-time basis and is proprietary
or is licensed to eBidDirect by our users or third parties. You agree that you
will not use any robot, spider, scraper or other automated means to access the sites
for any purpose without our express written permission.
Additionally, you agree that you will not:
·
take any action that imposes or may impose (in
our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
·
copy, reproduce, modify, create derivative works
from, distribute, or publicly display any content (except for your information)
from the sites without the prior express written permission of eBidDirect and the
appropriate third party, as applicable;
·
interfere, or attempt to interfere with, the proper
working of the sites, services or tools, or any activities conducted on,
or with,
the sites, services or tools; or
·
bypass our robot exclusion headers or other
measures we may use to prevent or restrict access to the sites.
Privacy
We do not sell or rent your personal information to
third parties for their marketing purposes without your explicit consent. We view
protection of users'' privacy as a very important community principle. We store and
process your information on computers located in the United States that are protected
by physical as well as technological security devices. You can access and modify
the information you provide us and choose not to receive certain communications
by signing-in to your account and changing your preferences in My eBid. We use third parties to verify and certify our privacy
principles. If you object to your information being transferred or used in this
way please do not use our services.
Indemnity
You will indemnify and hold us (and our officers, directors,
agents, subsidiaries, joint ventures and employees) harmless from any claim or demand,
including reasonable attorneys' fees, made by any third party due to, or arising
out of, your breach of this Agreement, or your violation of any law, or the rights
of a third party.
No Agency
No agency, partnership, joint venture, employee-employer
or franchiser-franchisee relationship is intended or created by this Agreement.
Notices
Except as explicitly stated otherwise, legal notices
shall be served on eBidDirect's national registered agent (in the case of eBid
Direct) or to the email address you provide to eBidDirect during the registration
process (in your case). Notice shall be deemed given 24 hours after email is sent,
unless the sending party is notified that the email address is invalid. Alternatively,
we may give you legal notice by mail to the address provided during the registration
process. In such case, notice shall be deemed given three days after the date of
mailing.
Resolution of Disputes
If a dispute arises between you and eBidDirect, our
goal is to provide you with a neutral and cost effective means of resolving the
dispute quickly. Accordingly, you and eBidDirect agree that we will resolve any
claim or controversy at law or equity that arises out of this Agreement or our services
(a "Claim") in accordance with one of the subsections below or as we and you otherwise
agree in writing. Before resorting to these alternatives, we strongly encourage
you to first contact us directly to seek a resolution. We will consider reasonable
requests to resolve the dispute through alternative dispute resolution procedures,
such as mediation or arbitration, as alternatives to litigation.
-
Law and Forum for Disputes - This Agreement
shall be governed in all respects by the laws of the State of Texas as they apply
to agreements entered into and to be performed entirely within Texas between Texas
residents, without regard to conflict of law provisions. You agree that any claim
or dispute you may have against eBidDirect must be resolved exclusively by a state
or federal court located in
Tarrant County, Texas, except as otherwise agreed by the parties or as described in the Arbitration Option
paragraph below. You agree to submit to the personal jurisdiction of the courts
located within
Tarrant
County, Texas
for the purpose of litigating all such claims or disputes.
-
Arbitration Option - For any claim (excluding
claims for injunctive or other equitable relief) where the total amount of the award
sought is less than $10,000, the party requesting relief may elect to resolve the
dispute in a cost effective manner through binding non-appearance-based arbitration.
In the event a party elects arbitration, they shall initiate such arbitration through
an established alternative dispute resolution ("ADR") provider mutually agreed upon
by the parties. The ADR provider and the parties must comply with the following
rules: a) the arbitration shall be conducted by telephone, online and/or be solely
based on written submissions, the specific manner shall be chosen by the party initiating
the arbitration; b) the arbitration shall not involve any personal appearance by
the parties or witnesses unless otherwise mutually agreed by the parties; and c)
any judgment on the award rendered by the arbitrator may be entered in any court
of competent jurisdiction.
-
Improperly Filed Claims - All claims you
bring against eBidDirect must be resolved in accordance with this Resolution of
Disputes Section. All claims filed or brought contrary to the Resolution of Disputes
Section shall be considered improperly filed. Should you file a claim contrary to
the Resolution of Disputes Section, eBidDirect may recover attorneys' fees and
costs up to $1000, provided that eBidDirect has notified you in writing of the
improperly filed claim, and you have failed to promptly withdraw the claim.
General
The offices of eBidDirect Inc. are located 2951 North
Great Southwest Parkway, 100, Grand Prairie, 75050. If any provision of this Agreement is held to be invalid or unenforceable,
such provision shall be struck and the remaining provisions shall be enforced. In
our sole discretion, we may assign this Agreement in accordance with the Notices
Section. Headings are for reference purposes only and do not limit the scope or
extent of such section. Our failure to act with respect to a breach by you or others
does not waive our right to act with respect to subsequent or similar breaches.
We do not guarantee we will take action against all breaches of this Agreement.
We may amend this Agreement at any time by posting
the amended terms on this site. Except as stated elsewhere, all amended terms shall
automatically be effective 30 days after they are initially posted. Additionally,
we will notify you through the eBid
Direct
Message Center
Center. This Agreement may not be otherwise amended except in a writing hand signed by
you and us. For purposes of this provision, a “writing” does not include an email
message and a signature does not include an electronic signature.
This Agreement sets forth the entire understanding
and agreement between us with respect to the subject matter hereof. The following
Sections survive any termination of this Agreement: Fees and Services (with respect
to fees owed for our services), Release, Content, Liability, Indemnity and Resolution
of Disputes.