User Agreement - WasteBid.com, Inc. Website

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User Agreement. The WasteBid Services (defined below) are owned and operated by WasteBid.com, Inc. ('WasteBid'), and are licensed to you on a non-exclusive basis during the term of this Agreement for your use in accordance with the terms and conditions of this User Agreement ('User Agreement or Agreement'), including the Privacy Policy and any other User Agreements and terms and conditions located on the Wastebid Web Site (“Site”), and are incorporated herein by this reference. By submitting the registration form and/or using the WasteBid Web site, user acknowledges that it agrees to be bound to this Agreement.

1. Registration. To use the WasteBid Services, you must submit a complete WasteBid Services registration form on behalf of yourself, the entity or business subscribing to the WasteBid Services. By submitting a registration form, you represent and warrant (a) that you are 18 or over, (b) that you are authorized to sign for and bind the applicant, and (c) that the applicant's business, association, organization, or other entity is authorized to operate as identified on the registration form. Applicant shall provide current, complete and accurate information, and then update the information (including credit card information, if applicable) as required to keep the registration information current, complete and accurate. WasteBid will evaluate the submitted registration form in good faith and will notify applicant in a timely manner regarding acceptance or rejection. WasteBid may reject a submitted registration form if it determines (at its sole discretion) that the applicant is not an appropriate subscriber or user of the WasteBid Services. If WasteBid rejects applicant's submitted registration form, then applicant may reapply, and WasteBid will consider the re-submitted registration form.
   
   
2. WasteBid Services. Upon acceptance of user's application for registration, WasteBid shall provide, subject to the terms and conditions of this Agreement, the WasteBid Services.
   
   
1. Description. The WasteBid Services were developed by WasteBid to facilitate commerce between and among businesses, associations, and other organizations, governments, and residents, government agencies, product/services providers and other entities. The term 'WasteBid Services' refers to any or all of the services available through the site including providing for on-line availability of certain services and/or products, auctions, or agreements to purchase such services and/or products from certain sellers, supplier, and other third parties.
   
   
2. Availability. The availability of the WasteBid Services depends on many factors, including user’s connection to the Internet, the availability of the Internet and the Internet backbone and equipment that, by its nature, is not fault tolerant. WasteBid will use reasonable efforts to make the WasteBid Services available 24 hours per day, 7 days per week, except for downtime for scheduled and unscheduled maintenance, and will promptly investigate any technical problems that user reports to WasteBid.
   
   
3. Fees.  There is no charge to join WasteBid or browse, bid on or buy items at WasteBid.  There are fees to sell items at WasteBid’s online auction.  The fees are based on the final sale price of the item sold.  The fees are the following:

   Final Sale Price                               Commission Rate

   $500 - $10,000                                          5%

   $10,001 - $100,000                                   4%

   Greater than $100,000                               3%

   When you list an item, you have an opportunity to review and accept the fees that you will be charged for the use of our listing services. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and our website and all applicable taxes.

4. Payment of Fees. Fees are due and payable as accrued, and user shall pay all fees in accordance with the payment method that the parties have agreed to. User shall inform WasteBid within 10 days of cancellation or termination of a credit card to which such fees are charged, or closing a bank account from which fees are debited. If WasteBid is unable to collect accrued fees through the selected payment method, then WasteBid may terminate this Agreement and user's right to receive the WasteBid Services immediately upon or without notice to user. WasteBid may charge interest at the lesser of 1.5% per month or the maximum permitted by applicable law on all uncollected fees.
   
   
3. Use of WasteBid Services.
   
   
1. Bidding and Buying.  You are obligated to complete the transaction with the seller if you purchase an item through one of our fixed price formats or are the highest bidder as described below. If you are the highest bidder at the end of an auction (meeting the applicable minimum bid or reserve requirements) and your bid is accepted by the seller, you are obligated to complete the transaction with the seller, unless the transaction is prohibited by law or by this Agreement. By bidding on an item you agree to be bound by the conditions of sale included in the item's description so long as those conditions of sale are not in violation of this Agreement or unlawful. Bids are not retractable except in exceptional circumstances such as when the seller materially changes the item's description after you bid, a clear typographical error is made, or you cannot authenticate the seller's identity.
   
   
2. Listing and Selling.
   
   
1. Listing Description. You must be legally able to sell the item(s) you list for sale on our Site. You must describe your item and all terms of sale on the listing page of our Site. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category. All Dutch auction items must be identical. At any one time you may not promote identical items in more than ten (10) listings (whether Dutch or Regular auction style) on our site.
   
   
2. Binding Bids. If you receive at least one bid at or above your stated minimum price (or in the case of reserve auctions, at or above the reserve price), you are obligated to complete the transaction with the highest bidder upon the auction's completion, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of your listing (such as payment method), or (b) you cannot authenticate the buyer's identity.
   
   
3. Fraud. Without limiting any other remedies, WasteBid may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with our site.
   
   
4. Manipulation. Neither you, bidders nor sellers may manipulate the price of any item nor may you interfere with other user's listings or auctions.  User shall not manipulate or otherwise misuse the WasteBid Services in any way. Without limiting the generality of the foregoing, user shall submit or accept information only from its own account, and shall not use any automated device, software or algorithm to respond to purchasing opportunities provided on the site.
   
   
3. Passwords and Security. User shall at all times maintain the confidentiality of its user names and passwords. If user is a corporation, partnership or other legal entity, then it may allow employees to use user names and passwords, so long as user is responsible for all activity and all charges by such employees. Permitting use of the WasteBid Services by a third party is prohibited and is a violation of this Agreement. If there is a breach of security through user's account, user must immediately change its password and also notify in writing WasteBid customer service at support@wastebid.com. User will be liable for any unauthorized use of the WasteBid Services until user notifies WasteBid in writing of the security breach.
   
   
4. User’s Information. User’s information includes any information it provides to WasteBid or other users during the registration, request for bid or bidding processes, in any public message area or through any email feature (collectively “User Information”). With respect to user’s Information:
   
   
1. User is solely responsible for user’s Information, and WasteBid acts as a passive conduit for user’s online distribution and publication of user’s Information. However, WasteBid may take any action with respect to such information if WasteBid believes it may create liability for WasteBid or may cause WasteBid to lose (in whole or in part) the services of our ISPs or other suppliers, as determined in WasteBid’s sole discretion.
   
   
2. User’s Information (a) shall not be fraudulent or involve the sale of counterfeit or stolen items; (b) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, licensing requirements, antidiscrimination or false advertising); (d) shall not be defamatory, trade libelous, threatening or harassing; (e) shall not contain any viruses, Trojan horses, worms, time bombs, cancel boots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (f) shall not link directly or indirectly to or include descriptions of goods or services, other than user’s Web site.
   
   
4. WasteBid Is Only a Venue. This Web site acts as a venue for sellers and buyers of services and products offered at and through the Site. WasteBid is not involved in the actual transaction between buyers and sellers, and as a result, WasteBid has no control over the quality, safety or legality of the products or services offered, the truth or accuracy of either the bid requests or bids, or the ability of sellers to sell items or services or the ability of buyers to buy items or services. WasteBid cannot and does not control whether or not sellers will complete the sale of items or services they offer or buyers will complete the purchase of items or services for which they have requested a bid on.
   
   Because user authentication on the Internet is difficult, WasteBid cannot and does not confirm the identity of each user and whether or not any particular user is authorized to act on behalf of any company. In addition, note that there are risks of dealing with underage persons, foreign nationals and persons acting under false pretense. Because users must be careful in dealing with other users to avoid fraud and other risks, WasteBid suggests that users also consider the use of third party credit reports.
   
   Because WasteBid does not and cannot be involved in user-to-user dealings, in the event that user has a dispute with another user, USER RELEASES WASTEBID (AND OUR AGENTS AND EMPLOYEES) FROM ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF USER IS A CALIFORNIA RESIDENT, USER WAIVES ITS RIGHTS UNDER CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
   
   Because of applicable law, WasteBid cannot nor does it try to control the information provided by other users, which is made available on the Site. Other people’s information may be offensive, harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled. WasteBid expects that users will use caution -- and common sense -- when using the services provided in connection with the WasteBid Web site.
   
   
5. Modification of Agreement (including Privacy Policy). WasteBid may modify this Agreement as set forth in this Section. If the modifications are unacceptable to user, then user may terminate this Agreement by giving notice of termination to WasteBid or by declining to use the Service. If user continues to use the WasteBid Services, then user will be considered to have accepted the modifications. WasteBid may modify this Agreement by (a) posting the new terms and conditions in the same location as the previous terms and conditions were posted, and/or (b) informing user of the modification via a general notice or, if user has so indicated during registration, via email.
   
   
6. Offensive, Libelous or Unlawful Messages.
   
   
1. No Offensive or Unlawful Messages. User shall not submit any information or materials that would be deemed offensive or that are illegal.
   
   
2. No Responsibility for Feedback. WasteBid processes Feedback submitted and displays that Feedback (or aggregations of the results of the Feedback) on this Web site. WasteBid does not screen Feedback that is posted, and does not screen Feedback after it is posted. Because of this, WasteBid cannot be responsible for the content of that Feedback, or for any consequences of Feedback, either negative or positive.
   
   
3. WasteBid Right to Remove. WasteBid reserves the right not to post, or to remove any such data or materials without notice, without liability to WasteBid. User releases WasteBid from any claims or allegations that may result from such removal. If WasteBid is made aware of Feedback that is potentially (i) libelous, scandalous, defamatory, or otherwise unacceptable, undesirable, or objectionable, or (ii) a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy, then WasteBid may, at its sole discretion, investigate the charge and determine whether removal of the Feedback is warranted.
   
   
7. WasteBid Content; Intellectual Property Rights.
   
   
1. Ownership and Limitations on Use of WasteBid Services. WasteBid (and its suppliers) retains ownership of all right, title and interest in and to the WasteBid Services, the SIte and WasteBid Content (defined below). User shall not reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose the WasteBid Services, the Site, WasteBid Content or access to the WasteBid Services. During the term of this Agreement, Wastebid grants to user a non-exclusive right to use the Wastebid Service, the Site and Wastebid Content in accordance with the terms and conditions found herein.  User shall not reverse engineer, decompile, or otherwise attempt to derive source code from any software accessible or available through the WasteBid Services.
   
   
2. Definitions of Other Information and WasteBid Content. By using the WasteBid Services, user will have access to information that other companies or organizations and other entities have provided to WasteBid only under the terms and conditions of this Agreement ('Other Information'), with the understanding that it will be kept confidential and used only for the purposes of contacting potential sellers, buyers, or service providers via the WasteBid Services. The Other Information is one component of the WasteBid Content. In addition, 'WasteBid Content' means any data, information, files (including software) or graphics that is available on the WasteBid Web site and that is protected by copyrights, trademarks and other intellectual and proprietary rights, and any other content made available to user through the Site.
   
   
3. Restrictions on Use of WasteBid Content. This Agreement and applicable copyright and other laws (including laws regarding confidential information and other proprietary rights) govern use of the WasteBid Content.

1. User may make only a limited number of copies of WasteBid Content (except any software, which user shall not copy except to download, if specifically permitted), so long as any copyright, trademark or other proprietary rights notices are included on those copies and so long as such copies are not distributed except to user's employees who have signed confidentiality agreements covering third-party confidential information.
   
   
2. User may use the WasteBid Content only for investigating the possibility of selling or buying the other generator' services, and shall not use any user information for direct marketing or other sales contacts outside of the WasteBid Service.
   
   
4. User's Information. By submitting information, files or other content to the WasteBid Services, user agrees that such information becomes user’s information as contemplated by Section 7(d) and grants to WasteBid and its affiliates a royalty-free, perpetual, irrevocable, non-exclusive right (including a waiver of any applicable moral rights), worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such user Information. User also warrants that the holder of any intellectual property or other proprietary rights in that user Information have been licensed, waived or assign to the extent necessary to grant the license from user to WasteBid above. WasteBid's use of user Information is subject to the Privacy Policy.
   
   
7. Indemnity. User hereby agrees to, at its own expense, indemnify, defend and hold WasteBid harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by user, (b) any fraud, manipulation, or other breach of this Agreement by a user, or (c) any third-party claim, action or allegation brought against WasteBid arising out of or relating to a dispute with a user over the terms and conditions of a contract or related to the purchase and sale of any goods/services, including, but not limited to shills. WasteBid will have the right to participate in its defense and hire counsel of its choice, at user’s expense. User will not settle any action or claims on WasteBid’s behalf without the prior written consent of WasteBid.
   
   
8. Termination of Agreement.
   
   
1. Suspension or Termination for User's Breach. If user breaches any of the terms or conditions of this Agreement, WasteBid may, at its sole discretion, suspend provision of the WasteBid Services (including access) or terminate this Agreement. Whether or not a breach results in suspension or termination depends on several factors, including but not limited to the severity of the breach, the potential harm to other users or to WasteBid or the WasteBid Services, and whether or not the breach is repeated or cured. If WasteBid suspends or terminates user's right to access or use the WasteBid Services, then WasteBid shall, within 24 hours, provide notice to user of such action.
   
   
2. Termination by User. User may terminate this Agreement by providing written notice to WasteBid of your intent to terminate at least 10 days prior to the effective termination date, so long as user does not have any bids or bid requests outstanding as of the date of termination.
   
   
3. Effect of Termination. Termination is in addition to all other legal or equitable remedies available to either party hereunder. Upon termination of this Agreement for any reason, user shall cease to use any WasteBid Content or Services.
   
   
9. Limited Warranty. WasteBid does not warrant that the WasteBid Services will be secure or be continuously available, or that information provided will be accurate. WASTEBID MAKES NO WARRANTIES REGARDING THE WASTEBID WEB SITE OR WASTEBID SERVICES, AND HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WASTEBID SERVICES, CONTENT, AND WEB SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE STATUTORY WARRANTY AGAINST NON-INFRINGEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY WASTEBID, OR ITS EMPLOYEES OR REPRESENTATIVES, WILL CREATE A WARRANTY; NOR SHALL USER RELY ON ANY SUCH INFORMATION OR ADVICE.
   
   
10. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL WASTEBID OR ITS SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, GOODWILL, OR ANTICIPATED OR LOST PROFITS) THAT RESULT FROM USER'S USE OF OR INABILITY TO USE THE WASTEBID SERVICES. WASTEBID IS NOT LIABLE FOR THE COST OR PROCUREMENT OF SUBSTITUTE SERVICES, TECHNOLOGY, OR DATA. WASTEBID'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT WILL NOT EXCEED $100. USER HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT WASTEBID IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM WASTEBID OR ITS AFFILIATES.
    
    
11. No Agency or Partnership. The parties are independent contractors. Neither party may direct or control the day-to-day activities of the other; neither party may create or assume any obligation on behalf of the other.
    
    
12. Assignment. User shall not assign this Agreement or any of its rights or obligations without the prior written consent of WasteBid, and any such attempted assignment will be void. Subject to the above, this Agreement will be binding upon the parties' respective successors and permitted assigns.
    
    
13. Notices. WasteBid shall provide notice to user via email, or (at its discretion) via certified U.S. Mail, to the address provided on the registration form or such other address provided by user to WasteBid. User shall provide notice to WasteBid via email to marketing@wastebid.com, with a copy sent via certified U.S. Mail to the address on the registration form. Notices will be effective six (6) hours after sending if sent via email (unless the sender receives a response indicating that the message was undeliverable) or 3 business days after the mailing date, whether or not received.
    
    
14. Force Majeure. WasteBid will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by Internet outages, earthquakes, communications outages, fire, flood, war, an act of God, or the occurrence of any other unforeseen contingency beyond the reasonable control of WasteBid.
    
    
15. Entire Agreement; No Severability or Unintentional Waiver. This Agreement, constitutes the entire agreement between user and WasteBid with respect to the WasteBid Services and supersedes all prior agreements between user and WasteBid. No amendment or modification hereof will be valid or binding upon either party unless made in writing and signed by the authorized representatives of both parties. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
    
    
16. Arbitration. Except for any dispute, controversy or claim arising out of or relating to proprietary rights, any dispute, controversy, or claim arising out of, relating to, or concerning the interpretation or performance of this Agreement that cannot be resolved through negotiation shall be submitted to binding arbitration by the American Arbitration Association in accordance with its rules. Such arbitration shall occur in Wilmington, Delaware. The American Arbitration Association shall have exclusive jurisdiction over any such dispute. Any judgment on the award rendered by the arbitrator, if any, may be entered in any court having jurisdiction thereof. Either user or WasteBid may seek any interim or preliminary relief from a court of competent jurisdiction in Wilmington, Delaware necessary to protect the rights or property of user or WasteBid pending the completion of the pending arbitration.
    
    
17. Governing Law. The laws of the United States of America and the State of  Delaware (excluding its choice of law rules) will govern interpretation and enforcement of this Agreement. User hereby consents to personal jurisdiction in the federal and state courts of  Delaware for any action arising out of or relating the WasteBid Services. The federal and state courts of Wilmington,  Delaware will have exclusive jurisdiction over all such actions. In any such action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorneys' fees.
    
    
18. Taxes. Except as otherwise provided herein, user shall pay all taxes, assessments, duties, tariffs, imposts, permits sales, use, excise, import, export, value-added, or similar tax, duty, and fees, however designated, which are levied upon user and related to user’s activity on the WasteBid website.
    
    
19. Survival of Termination. Sections 5, 6b, 7b, 8, 9, 10, 11, 12, 13, 18, 19 and 20, and the obligations set forth in the Privacy Policy and any other provision that by its nature survives shall survive the termination or expiration of this Agreement.

Updated: April 15, 2002.

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