Central Auction House Bid Management Terms & Conditions
AGREEMENT BETWEEN USER AND CENTRAL AUCTION HOUSE
This Central Auction House Web Site is made up of various Web Sites and Web Pages operated by or for Central Auction House (the “Web Site”). The Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Web Site constitutes your agreement to all such terms, conditions, and notices. Your use of any other Central Auction House Web Site (such as the CentralAuctionHouse.com Auction Site) included with this Web Site may also be subject to additional terms and registration process. In the event that any of the terms, conditions, and notices herein conflict with any additional terms of such other Central Auction House Web Sites, such additional terms shall control.
THIRD PARTY SITES
As a convenience to you, Central Auction House may provide, on this Web Site, links to other web sites (“Third Party Sites”), as well as content, information, images, photographs, pictures, and materials (including, without limitation, text, graphics, designs, music, sound, video, information, and software) belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Central Auction House, and Central Auction House is not responsible for any Third Party Sites accessed through this Web Site, or any Third Party Content posted, uploaded, transmitted or otherwise shared on this Web Site, including, without limitation, the content, accuracy, offensiveness, opinions, reliability, or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Central Auction House. If you decide to leave any Central Auction House Web Site and access a Third Party Site, you do so at your own risk, and the terms and conditions of this Web Site no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website. It is your responsibility to take all protective measures to guard against viruses or other destructive elements that you may encounter on Third Party Sites or through Third Party Content. Again, Central Auction House makes no warranty or representation regarding, and does not endorse, any linked Third Party Sites or Third Party Content, including, without limitation, the information appearing thereon or any of the products or services described thereon. Links do not imply that either Central Auction House or this Web Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through any linked Third Party Sites or Third Party Content, or that any Third Party Site is authorized to use any trademark, trade name, logo, or copyright symbol of Central Auction House or any of its affiliates or subsidiaries.
"CentralAuctionHouse.com" and other Central Auction House graphics, logos, designs, page headers, button icons, scripts, names, and branding are trademarks, service marks, or trade dress of Central Auction House (“Central Auction House Marks”). Central Auction House Marks may not be used, including, without limitation, as part of trademarks or domain names, in connection with any product or service in any manner that is likely to cause confusion, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Central Auction House. Central Auction House or its licensors own and retain all proprietary rights in this Website and all content, material, and information posted, uploaded, transmitted or otherwise shared by Central Auction House thereon (collectively, “Content”). This Website contains the copyrighted material, trademarks, and other proprietary information of Central Auction House and its licensors. You may use the Content (other than the Central Auction House Marks) only in connection with your participation Central Auction House events as described in these terms and conditions, but you may not alter, modify, publish, distribute, publicly display, or sell any Content or other such proprietary information, or otherwise copy, transmit or use any Content or other such proprietary information, without the express, prior written permission of Central Auction House.
LIMITATION OF DAMAGES
IN NO EVENT SHALL CENTRAL AUCTION HOUSE OR ANY OF ITS SUBSIDIARIES BE LIABLE TO ANY ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM) THAT ARE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE CONTENT, MATERIALS, AND FUNCTIONS OF THIS WEB SITE OR ANY THIRD PARTY SITES OR THIRD PARTY CONTENT, EVEN IF CENTRAL AUCTION HOUSE IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INTERNATIONAL USERS AND CHOICE OF LAW
This Web Site is controlled, operated, and administered by Central Auction House from its offices within the United States of America. Central Auction House makes no representation that materials at this Web Site are appropriate or available for use at other locations outside of the United States, and access to them from territories where their contents are illegal is prohibited. You may not use this Web Site or export the materials located thereon in violation of U. S. export laws and regulations. If you access this Web Site from locations outside of the United States, you are responsible for compliance with all local laws. These Terms and Conditions of use shall be governed by the laws of the State of Louisiana, without giving effect to its conflict of law provisions. This Agreement (together with the Purchase Terms and Conditions) constitutes the entire agreement between Central Auction House and you with respect to your use of this Web Site. Any cause of action you may have with respect to your use of this Web Site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.
THE MATERIALS ON THIS WEB SITE MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. CENTRAL AUCTION HOUSE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THIS WEB SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION SHALL BE AT YOUR SOLE RISK, AND THAT CENTRAL AUCTION HOUSE IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THIS WEB SITE OR ANY LIABILITY, COST, OR EXPENSE YOU MAY INCUR IN CONNECTION WITH THE SITE OR YOUR PARTICIPATION IN ANY CENTRAL AUCTION HOUSE EVENT, AS DESCRIBED IN THESE TERMS AND CONDITIONS, CENTRAL AUCTION HOUSE RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THIS WEB SITE. CENTRAL AUCTION HOUSE MAY MAKE ANY OTHER CHANGES TO THIS WEB SITE, THE MATERIALS AND THE PRODUCTS, PROGRAMS, SERVICES, OR PRICES (IF ANY) DESCRIBED ON THIS WEB SITE AT ANY TIME WITHOUT NOTICE. THIS WEB SITE, THE INFORMATION AND MATERIALS ON THE SITE, AND THE SOFTWARE MADE AVAILABLE ON THE SITE ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
WITH RESPECT TO THIS WEB SITE AND ANY CENTRAL AUCTION HOUSE EVENT, CENTRAL AUCTION HOUSE ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY COMMUNICATIONS OR INFORMATION SUBMITTED BY USERS OR PARTICIPANTS. UNDER NO CIRCUMSTANCES WILL CENTRAL AUCTION HOUSE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANY USE OF THIS WEB SITE OR PARTICIPATION IN A CENTRAL AUCTION HOUSE EVENT, INCLUDING WITHOUT LIMITATION ANY CONTENT POSTED, UPLOADED, SUBMITTED, TRANSMITTED, OR OTHERWISE SHARED ON THIS WEB SITE OR ANY INTERACTIONS BETWEEN ANY USERS OF THIS WEB SITE, WHETHER ONLINE OR OFFLINE. CENTRAL AUCTION HOUSE DOES NOT REPRESENT, WARRANT, COVENANT, GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THIS WEB SITE OR PARTICIPATION IN A CENTRAL AUCTION HOUSE EVENT.
Central Auction House reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement in whole or in part, at any time. Changes in this Agreement will be effective when notice of such change is posted. Your continued use of the Site after any changes to this Agreement are posted will be considered acceptance of those changes. Central Auction House may terminate, change, suspend or discontinue any aspect of Central Auction House Site, including the availability of any features of the Site, at any time. Central Auction House may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability. Central Auction House may terminate the authorization, rights and license given above and, upon such termination, you shall immediately destroy all Materials.
Central Auction House is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you that we receive on the Internet. In general, you can visit us on the World Wide Web without telling us who you are or revealing any information about yourself. Our web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on this Web Site, pages viewed, etc. Central Auction House uses this information to measure the use of our Site and to improve the content of our Site. There are times, however, when we may need personal information (hereinafter "Personal Transaction Information") from you, such as your name and address, for the purchase of products and services via this Web Site or your interest in purchasing via the Site. When such Personal Transaction Information is needed, we will let you know at the time of collection how we will use the Information. Usually, the Personal Transaction Information we collect is used only by us to respond to your inquiry about an order or interest in purchasing via the Site, to process an order, or to allow you to access specific account information. Occasionally, we may make the e-mail addresses of those who provide information available to other reputable organizations whose products or services we think you may find interesting. In these cases, you will be offered an opportunity to limit access to your information other than Personal Transaction Information. If you register on this Site, we may use this information to provide you with custom information about our offerings in support of your business needs. A technology called cookies may be used to provide you with tailored information. A cookie is a tiny element of data that a web Site can send to your browser, which may then be stored on your hard drive so we can recognize you when you return. You may set your browser to notify you when you receive a cookie. At times we conduct on-line surveys to better understand the needs and profile of our visitors. When we conduct a survey, we will try to let you know how we will use the information at the time we collect information from you on the Internet. This Site may contain links to other sites such as Central Auction House's distributors and sales affiliates. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites, as detailed in the “Third Party Sites” paragraph above.
Specifically, you acknowledge, consent, and agree that Central Auction House may, at its sole discretion and to the extent permitted by law, access, read, preserve, and disclose your Personal Transaction Information in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including, without limitation, intellectual property rights; (c) enforce these terms and conditions and/or investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Central Auction House, its users, or the public. In addition, you agree to release, discharge, hold harmless Central Auction House from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution, or exploitation of your Personal Transaction Information, including, without limitation, any claims of infringement or violation of any intellectual property, moral, publicity, privacy, or proprietary rights.
Subject to the terms and conditions set forth in this Agreement, Central Auction House grants you a non-exclusive, non-transferable, limited right to access, use, and display this Web Site and the materials thereon. You agree not to interrupt or attempt to interrupt the operation of this Web Site in any way. Central Auction House authorizes you to view and download the licensed information ("Materials") at this Site only for your personal, non-commercial use. This authorization is not a transfer of title in the Materials and copies of the Materials and is subject to the following restrictions: 1) you must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials; 2) you may not modify the Materials in any way or reproduce or publicly display, perform, distribute, or otherwise use them for any public or commercial purpose; and 3) you must not transfer the Materials to any other person unless you give them notice of, and they agree to accept, the obligations arising under these terms and conditions of use. You agree to abide by all additional restrictions displayed on this Web Site as it may be updated from time to time. This Web Site, including all Materials, is copyrighted and protected by worldwide copyright laws and treaty provisions. You agree to comply with all copyright laws in your use of this Web Site and to prevent any unauthorized copying of the Materials. Except as expressly provided herein, Central Auction House does not grant any express or implied right to you under any patents, trademarks, copyrights, works of authorship, or trade secret information.
"PARTICIPANT" TERMS AND CONDITIONS; ACCEPTANCE AND REGISTRATION
The following Terms and Conditions govern participation in fee-based services on CENTRAL AUCTION HOUSE.COM, a web site portal operated by Central Auction House, and more particularly governs participation in a Central Auction House Event, a web based quoting and auction application running on CENTRAL AUCTION HOUSE.COM. The Participant, whether acting as a Buyer Participant or a Seller Participant, hereby acknowledges that clicking on the "I Agree" button signifies Participant's agreement to be bound by these Terms and Conditions for all Central Auction House Events. The Participant also agrees that when the Participant indicates that the Participant is acting on this Site on behalf of and/or in a representative capacity for another party (hereinafter "Represented Party"), Participant is hereby representing and warranting to Central Auction House as well as to the other participants in the Central Auction House Events that the Participant has the authority and the ability to so represent the other party in this Agreement and make legally binding commitments on behalf of such other party. The Participant also understands that Central Auction House may further require that the Participant print, sign, and return a written copy of this Agreement to Central Auction House to complete the registration process. Each Participant will also be required to reaffirm acceptance of this Agreement at each renewal period or when the CENTRAL AUCTION HOUSE.COM modifies these terms. Each Represented Party in delegating authority to a Participant to represent the Represented Party is hereby acknowledging its legal responsibility for the actions of such representative Participant when acting or purporting to act on the Represented Party's behalf on the CENTRAL AUCTION HOUSE.COM site and in Central Auction House Events. Each Represented Party is responsible for the actions and statements of all persons who access this site using that its Representative Participant's name and password. Each Represented Party agrees that prior to permitting any person to use the services of CENTRAL AUCTION HOUSE.COM on such Represented Party's behalf, each such person will first complete this Registration Application to acknowledge the terms and conditions of the CENTRAL AUCTION HOUSE.COM site and the Central Auction House Events and agree to be bound by them on behalf of that person and the Represented Party. Each Participant agrees not to resell, assign, or transfer its rights or obligations under this agreement.
GENERAL TERMS AND CONDITIONS OF CENTRAL AUCTION HOUSE SITE USE; CENTRAL AUCTION HOUSE.COM IS ONLY A VENUE
CENTRAL AUCTION HOUSE.COM acts only as the venue for Participants to contract with each other. CENTRAL AUCTION HOUSE.COM will not be involved in any actual transactions between buyers and sellers. As a result, CENTRAL AUCTION HOUSE.COM has no control over the quality, safety, or legality of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items, or the ability of buyers to buy items. CENTRAL AUCTION HOUSE.COM cannot ensure that a buyer or seller will actually complete a transaction. Because Participant authentication on the Internet is difficult, CENTRAL AUCTION HOUSE.COM cannot and does not confirm each Participant's purported identity, nor the representative capacity or authorization of a Participant. Including Participants' compliance with the Terms and Conditions set forth herein, Participants (and not CENTRAL AUCTION HOUSE.COM) are solely responsible for all of the terms and conditions of transactions by or between themselves and any other Participant, including, without limitation, terms regarding warranties, insurance, shipping fees, taxes, titles, licenses, permits, fines, handling, transportation, and storage. In the event that a Participant has a dispute with one or more other Participants, all such Participants hereby release CENTRAL AUCTION HOUSE.COM (and its officers, directors, agents, subsidiaries and employees) from 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. Each Participant also waives any state law provisions of its home state that substantially limit a general release such as the following: "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 might have materially affected his settlement with the debtor." CENTRAL AUCTION HOUSE.COM does not control the information provided by Participants which is made available through CENTRAL AUCTION HOUSE.COM. Participants may find other Participants' information to be offensive, harmful, inaccurate, or deceptive. CENTRAL AUCTION HOUSE.COM reserves the right to review postings on CENTRAL AUCTION HOUSE.COM, to remove any postings, and to terminate a Participant's ability to post to CENTRAL AUCTION HOUSE.COM at any time without notice, in CENTRAL AUCTION HOUSE.COM's sole discretion. CENTRAL AUCTION HOUSE.COM also reserves the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or material, in whole or in part, in CENTRAL AUCTION HOUSE.COM's sole discretion. For legal reasons, CENTRAL AUCTION HOUSE.COM cannot nor will it try to control the information provided by Participants that is made available through CENTRAL AUCTION HOUSE.COM. By its very nature, Participants' information may be offensive, harmful, or inaccurate and may be mislabeled or deceptively labeled. CENTRAL AUCTION HOUSE.COM expects that each Participant will use caution - and common sense - when using CENTRAL AUCTION HOUSE.COM.
MEMBERSHIP EXPIRATION DATE AND AUTOMATIC RENEWALS (recurring billing)
Your access to this Web Site is valid for the full duration of the length of the membership plan you have selected. You will be automatically re-billed under the terms of your subscription. If you wish to cancel your recurring billing, please provide us with 5 days advanced notice to cancel. Your account will remain active until the current term has expired (unless you include a membership refund request, in which case your ability to log-in will be immediately terminated).
REFUNDS RELATING TO RECURRING BILLING PRICE INCREASES
From time to time we must adjust for inflation and increase our membership dues slightly. The price increase will be announced well in advance (at least 45 days prior to the increase) in our terms and conditions, and you will have the opportunity to cancel your account and recurring billing before the price increase date. If you fail to cancel before the increase date, you are eligible for a refund of ONLY the amount of the increase if you cancel your membership within 30 days of the price increase AND request the price difference refund.
By clicking on the "I Agree" button, Participants agree that the technology utilized by Central Auction House to assure Participant validity and site security to be sufficient. Central Auction House utilizes a public-private key pair technology, secured by a padded 2048 bit RSA encryption to secure both private key security as well as bid security. By clicking on the "I Agree" button Participants signify their agreement that this technology is sufficient, and agree to be bound by all actions taken under the username created by registration for all transactions on the Central Auction House web site. Participants agree that this technology is sufficient to assure the "Irrefutability" of information submitted utilizing Participant information. Participants agree that the technology utilized by Central Auction House fulfills the requirements for both Electronic Signatures as well as Digital Signatures and are therefore bound by the legal implications of both.
The information collected by Central Auction House throughout this Registration process contributes to the Central Auction House Non-Repudiation process and policies. Central Auction House utilizes the information submitted to authenticate the identification of the Central Auction House Participants. Central Auction House authenticates this information electronically as well as through human fact checking efforts. Additionally, Central Auction House utilizes electronic tracking software to record and store each Central Auction House Participant movements within the Central Auction House website. This tracking process assures that Central Auction House can link our Participant movements, their IP address and their public private key pair to the actions taken by the Central Auction House Participants. In clicking the "I Agree" button, Participants agree that this technology is sufficient to assure Non-Repudiation of all actions, bids, messages, any other communications, and information associated with the username registered to Participant.
PARTICIPANT SYSTEM REQUIREMENTS
By clicking on the "I Agree" button, Participants also represent and warrant that their hardware, software, and web browser meet the following requirements:
Central Auction House regularly monitors and tests browsers to ensure the highest quality standards for our customers. The highest available version of each browser is recommended. We may discontinue support of existing browsers if they no longer conform to W3C standards or have reached their end of life and are not supported by their development company. If problems occur, upgrading to a newer browser or installing the most recent Java version may improve performance. Below are the minimum recommended versions of common browsers and operating systems. The latest stable version is always preferred.
Customers who use older browser versions or choose to use another browser or a beta version of a browser, may experience visual or functional difficulties with some pages of our web site.
Some of our online services use "pop-up" windows to provide you the information you’ll need to complete your transaction. If you have third party pop-up blocker software installed on your computer, or have your Web browser set to block pop-ups, you’ll need to add our site to your list of allowed pop-up sites.
Browser Settings Required
Central Auction House does not warrant that its Web Site will function correctly if Participants’ computing systems do not meet the aforementioned requirements. Central Auction House is not responsible for any discrepancies, errors, or other irregularities contained in information submitted by Participants on the Web Site when those Participants’ computing systems did not meet the aforementioned requirements.
Submitting File Attachments
The owner of the content submitted to Central Bidding is responsible for such content. All files should be checked for accuracy at the time of submittal. The types of files submitted to Central Bidding must be approved by the agency accepting the files prior to submittal. Any uploaded PDF forms should be flattened prior to being uploaded to Central Bidding in order to ensure that the file can be properly viewed on all types of devices, and also to prevent others from having the ability to manipulate or edit the information.
Each Participant agrees that it will not use any automatic device or manual process to monitor or copy CENTRAL AUCTION HOUSE.COM's web pages or the content contained therein. Each Participant agrees that it will not use any device, software, or routine to interfere or attempt to interfere with the proper working of CENTRAL AUCTION HOUSE.COM. Each Participant agrees not to attempt to unlawfully manipulate the price of any item or to interfere with any other Participant's activities on CENTRAL AUCTION HOUSE.COM. Each Participant agrees that it will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for its own Information) from CENTRAL AUCTION HOUSE.COM without the prior written permission of CENTRAL AUCTION HOUSE.COM or the appropriate third party.
The information collected by Central Auction House throughout this Registration process contributes to the Central Auction House Non-Repudiation process and policies. Central Auction House utilizes the information submitted to authenticate the identification of the Central Auction House Participants. Central Auction House authenticates this information electronically as well as through human fact checking efforts. Additionally, Central Auction House utilizes electronic tracking software to record and store each Central Auction House Participant movements within the Central Auction House website. This tracking process assures that Central Auction House can link our Participant movements, their IP address and their public private key pair to the actions taken by the Central Auction House Participants. By clicking the "I Agree" button, Participants agree that this technology is sufficient to assure Non-Repudiation of all actions, bids, messages, etc associated with the username registered to Participant.
Each Participant agrees that by clicking the "I Agree" button that the Participant is providing WRITTEN CONSENT for Central Auction House to verify all information provided throughout the registration process and all information submitted by Participant on the Central Auction House web site. Participant agrees that Participant is providing Central Auction House all legal authority required to conduct authentication and verification of information provided by Participant by any and all means deemed relevant and pertinent to Central Auction House. Participant further agrees to be bound by information gathered by Central Auction House and further agrees to indemnify and hold Central Auction House and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, for actions taken in the authentication and verification process, as well as the actions taken by Central Auction House resulting from the information gathered.
CENTRAL AUCTION HOUSE.COM may terminate a Participant's membership at any time, with or without cause. Upon termination for cause, Central Auction House shall not make any refund of the Participant's payment of the Fees set forth hereinafter. Upon termination without cause, Central Auction House shall return the portion of a pro rata portion of the Fees set forth hereinafter paid by the Participant for the unused portion of the respective term.
Examples of Termination for Cause:
Misuse of information
Submitting False Information
Improper Dissemination of Information
Initiating Procedures against Central Auction House outside of the remedies listed herein.
Violation of any Terms and Conditions herein
Using abusive language
Commercial Email (spamming) of web site members.
Attempts to hack Central Auction House
Dissemination of viruses or malware.
Flooding Central Auction House or any other network with traffic for the purpose of disrupting service.
Transmission through the Web Site any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature.
Any and all deceptive activities or submissions.
Any and all activities that that interfere with the use of Central Auction House to members and/or prospective members.
Any and all attempts to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into the
Systematically collecting and using any Content including the use of any data mining, or similar data gathering and extraction methods.
User or participant understand and hereby acknowledge that CAH may determine in its sole discretion whether any other reason not included in the previous list constitutes a ground to terminate user or participant for cause.
THE INFORMATION AVAILABLE ON CENTRAL AUCTION HOUSE.COM MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. CENTRAL AUCTION HOUSE.COM DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR ANY OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH CENTRAL AUCTION HOUSE.COM. EACH PARTICIPANT ACKNOWLEDGES THAT ANY RELIANCE ON ANY SUCH ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION SHALL BE AT SUCH PARTICIPANT'S SOLE RISK. CENTRAL AUCTION HOUSE.COM RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE. CENTRAL AUCTION HOUSE.COM MAY MAKE ANY OTHER CHANGES TO THE SITE, THE INFORMATION AND THE PRODUCTS, PROGRAMS, SERVICES OR PRICES DESCRIBED IN THE SITE BY POSTING ITS INTENT TO MAKE SUCH CHANGES AND A DESCRIPTION OF THE CHANGES THIRTY (30) DAYS PRIOR TO MAKING SUCH CHANGES EFFECTIVE. CENTRAL AUCTION HOUSE.COM AND ITS SUPPLIERS PROVIDE CENTRAL AUCTION HOUSE.COM "AS IS" AND WITHOUT ANY WARRANTY OF PERFORMANCE OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. CENTRAL AUCTION HOUSE.COM CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO CENTRAL AUCTION HOUSE.COM, AND OPERATION OF CENTRAL AUCTION HOUSE.COM MAY BE INTERRUPTED AT ANY TIME. CENTRAL AUCTION HOUSE.COM AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
YOU UNDERSTAND THAT ANY AND ALL DECISIONS MADE BY YOU WITH RESPECT TO CENTRALAUCTIONHOUSE.COM AND ANY CENTRAL AUCTION HOUSE EVENT ARE YOURS ALONE. CENTRAL AUCTION HOUSE CANNOT AND DOES NOT VERIFY THE ACCURACY OF INFORMATION FROM USERS, PARTICIPANTS, OR ANY OTHER PERSON. CENTRAL AUCTION HOUSE SHALL NOT BE RESPONSIBLE, OR HAVE ANY DUTY OR OBLIGATION TO, OR LIABILITY FOR: (A) DECISIONS OR INTERACTIONS RESULTING (DIRECTLY OR INDIRECTLY) FROM THE USE OF CENTRALAUCTIONHOUST.COM OR PARTICIPATION IN A CENTRAL AUCTION HOUSE EVENT; OR (B) ANY DAMAGES, COSTS, LOSSES, OR EXPENSES A USER, PARTICIPANT, OR ANY OTHER PERSON INCURS AS A RESULT (DIRECTLY OR INDIRECTLY) OF UTILIZING CENTRALAUCTIONHOUST.COM, PARTICIPATING IN A CENTRAL AUCTION HOUSE EVENT, OR INFORMATION RECEIVED IN CONNECTION WITH SUCH USE OR PARTICIPATION. IN ADDITION, IN NO EVENT WILL CENTRAL AUCTION HOUSE BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DAMAGES, COSTS, LOSSES, OR EXPENSES, INCLUDING ANY LOST CAPITAL, LOST PROFITS, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF CENTRALAUCTIONHOUST.COM OR PARTICIPATION IN A CENTRAL AUCTION HOUSE EVENT, EVEN IF CENTRAL AUCTION HOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS, LOSSES OR EXPENSES. BY CLICKING THE “I AGREE” BUTTON, YOU EXPRESSLY WAIVE ANY CLAIM OR CAUSE OF ACTION FOR THE RECOVERY OF SUCH DAMAGES AND ANY OTHER CLAIM OR CAUSE OF ACTION ARISING FROM YOUR USE OF CENTRALAUCTIONHOUST.COM OR YOUR PARTICIPATION IN A CENTRAL AUCTION HOUSE EVENT (INCLUDING AN ACTION ONLY FOR THE PURPOSE OF DISCOVERY), EXCEPT FOR THOSE CLAIMS OR CAUSES OF ACTIONS THAT CANNOT BE WAIVED UNDER APPLICABLE LAW. ANY USER OF CENTRALAUCTIONHOUSE.COM OR PARTICIPANT IN A CENTRALAUCTIONHOUSE.COM EVENT THAT COMMENCES AN ACTION AGAINST CENTRAL AUCTION HOUSE IN VIOLATION OF THIS SECTION SHALL BE LIABLE TO CENTRAL AUCTION HOUSE FOR ALL COSTS AND ATTORNEY’S FEES INCURRED BY CENTRAL AUCTION HOUSE IN DEFENDING SUCH AN ACTION.
IN THE EVENT THAT CENTRAL AUCTION HOUSE IS FOUND LIABLE UNDER ANY CLAIM OR CAUSE OF ACTION, CENTRAL AUCTION HOUSE 'S LIABILITY, AND THE LIABILITY OF CENTRAL AUCTION HOUSE 'S SUPPLIERS, TO A PARTICIPANT OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES SUCH PARTICIPANT HAS PAID TO CENTRAL AUCTION HOUSE.COM IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $100.
Each Participant agrees to indemnify and hold CENTRAL AUCTION HOUSE.COM and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including for reasonable attorneys' fees, made by any third party due to or arising out of such Participant's breach of this Agreement, use or misuse of this Web Site, or violation of any law or the rights of a third party. Central Auction House reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Central Auction House in asserting any available defenses.
Each Participant agrees to comply with all applicable laws, statutes, ordinances, and regulations regarding the purchase and sale of goods and services on CENTRAL AUCTION HOUSE.COM and the use of CENTRAL AUCTION HOUSE.COM.
STATUTE OF LIMITATIONS; INTERNATIONAL PARTICIPANTS
Each Participant agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of CENTRAL AUCTION HOUSE.COM's services or this agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred. This site is controlled, operated and administered by CENTRAL AUCTION HOUSE.COM from its offices within the
United States of America. CENTRAL AUCTION HOUSE.COM makes no representation that materials at this site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. Participants may not use the site or export the contents in violation of U.S. export laws and regulations. If a Participant accesses this site from a location outside of the United States, such Participant is responsible for compliance with all applicable local laws.
GENERAL LEGAL REQUIREMENTS
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. Headings are for reference purposes only and in no way define, limit, or describe the scope or extent of such section. CENTRAL AUCTION HOUSE.COM's failure to act with respect to a breach by a Participant or other Participants does not waive CENTRAL AUCTION HOUSE.COM's right to act with respect to subsequent or similar breaches. This agreement sets forth the entire understanding and agreement between each Participant and CENTRAL AUCTION HOUSE.COM with respect to the subject matter hereof.
Any controversy or claim arising out of or relating to this agreement or CENTRAL AUCTION HOUSE.COM's services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Baton Rouge, Louisiana, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either a Participant or CENTRAL AUCTION HOUSE.COM may seek any interim or preliminary relief from a court of competent jurisdiction in Baton Rouge, Louisiana necessary to protect the rights or property of such Participant or CENTRAL AUCTION HOUSE.COM pending the completion of arbitration.
CHOICE OF LAW
This Agreement shall be interpreted in accordance with, and governed by the laws of the State of Louisiana, United States of America, without giving effect to its choice of law provisions.
Central Auction House may use the information that the Participant provides upon registration so as to provide the Event services set forth on the CENTRAL AUCTION HOUSE.COM Web Site, as well as with custom information about Central Auction House offerings in support of Participant's business needs. A technology called cookies may be used to provide with tailored information. A cookie is a tiny element of data that a web site can send to a browser, which may then be stored on the hard drive so as to facilitate later access. At times Central Auction House may conduct on-line surveys to better understand the needs and profile of the Participants. In conducting a survey,
Central Auction House will try notify the Participants of the uses of the information being collected.
TERMS AND CONDITIONS FOR CENTRAL AUCTION HOUSE EVENTS
In the event of a conflict between the above-noted General Terms and Conditions of Central Auction House Site Use and the following Terms and Conditions for Central Auction House Events, the latter Terms and Conditions shall control.
The Central Auction House site and software will facilitate the communication of buyers and sellers by both providing a mechanism to submit quotes and by providing a mechanism to participate in dynamic bidding. Buyer Participants are those individuals looking to procure goods or services and both initiate the contact and decide the forum for the responses. Seller Participants are those individuals that the Buyer Participants have determined can provide the goods or services and are being asked to submit pricing information. If the Buyer Participant requests a dynamic bidding process, hereinafter referred to as an "Auction Event", Seller Participants will be asked to engage in a dynamic bidding process. If the Buyer Participant requests a quote for a purchase of goods or services, hereinafter referred to a "Request for Quote" or simply "Quote", a Seller Participant will be asked to provide price information "Quote" in a non-dynamic process.
MODIFICATIONS AND AMENDMENTS
The Participant acknowledges that this Agreement is governed only by the terms contained in it, and cannot be modified by any oral representations. These Terms and Conditions may be modified or amended only by an advance notice from Central Auction House asking that the Participant review the new Terms and Conditions and to signify acceptance by clicking on the "I Agree" button. The Participant understands that the sole remedy, should agreement not be reached, is to withdraw from any subsequent Central Auction House Events. Participation in any subsequent Central Auction House Events will constitute Participant's acceptance of any such modification or amendment.
Only the Buyer Participant has the right to invite potential Seller Participants to either bid or quote. It is the sole discretion of the Buyer Participant as to which Seller Participants meet the criteria to participate subsequent to invitation. Each Seller Participant company must have, on record within the Central Auction House software, acceptance of this Agreement prior to being allowed to bid or quote. The Buyer Participant may cancel any Central Auction House request for bid or quote or any Auction Event they hold for any reason, including because the number of Seller Participants accepting the invitation is deemed insufficient. Seller Participants accepting the invitation will be allowed to participate in only the Central Auction House Event or Request for Quote to which the invitation relates.
Central Auction House respects the sensitive nature of participant information and thus Central Auction House or its designate, having responsibility for hosting the application software, will use all commercially reasonable efforts to maintain the confidentiality of all bid and quote information. Confidential information does not include information that becomes publicly known through no violation of the terms of this Agreement or that Participant itself elects to disclose. Central Auction House's liability for breach of this obligation will be limited to monetary damages of $100 in the aggregate.
The Buyer Participant, in establishing a Central Auction House Auction Event may elect to include a decrement amount indicating the minimum monetary amount by which bids can be changed. This decrement amount will be available onscreen to all Bidders at the start of the Central Auction House Event.
The Buyer Participant, in establishing a Central Auction House Auction Event, may elect to have a Reserve Price set against each item or for all items. The Buyer Participant, at its sole discretion, may void the Central Auction House Event if the lowest bid on closure of the Central Auction House Event is above the applicable Reserve Price. The Reserve Price may or may not be disclosed to Bidders.
Unless Participants are notified to the contrary by the Buyer Participant, all bids must be for the supply of the entire quantity subject to the Central Auction House Auction Event.
FIRST ENTERED BIDS
If two Bidders submit identical bids, the Bidder with the earliest bid as recorded by the application software will be considered the lead Bidder. The other Bidder would have to submit a subsequent bid, in accordance with the Event's minimum decrement rules, to capture the leader position for the Event.
SUSPENSION OF A CENTRAL AUCTION HOUSE AUCTION EVENT
The Buyer Participant may suspend and later restart an auction Event if the Buyer Participant determines that bidding by all invited Seller Participants cannot take place due to Events outside the Buyer Participant or the Seller Participant's control. Bids will not be accepted during the suspension. Depending on the nature or persistence of the reason for the suspension, a suspended Event may be re-activated by the Buyer Participant or cancelled entirely. The Buyer Participant may hold the Central Auction House auction Event at a later date and time.
A Central Auction House Auction Event may be designated to automatically extend the ending time of the Event one or more times, based on the bidding activity occurring within the last minutes of scheduled bidding. This extension may be repeated until no further bids are placed in the last minutes of the extension. If no bid is placed within the last minutes of the Central Auction House Auction Event time, then no automatic extension will occur. The Buyer Participant may also extend the Central Auction House Event manually if deemed in the best interest of the Buyer Participant.
BID OR QUOTE AS IRREVOCABLE OFFER
In consideration for being permitted to participate in the Central Auction House Auction Event or invited to respond to a Request for Quote, each Seller Participant agrees that each bid or Quote submitted shall constitute a firm offer (within the meaning of the Uniform Commercial Code Section 2-205) that is irrevocable for a period of 60 days from the close of the Central Auction House Auction Event or response time of the Request for Quote at the lowest bid or quote placed by the Seller Participant through the electronic Central Auction House software. In the Event of a bid or quote to supply services, the provisions of the Uniform Commercial Code Section 2-205 shall apply as if that code section applied to services in all respects in which it applies to goods.
AUCTION EVENT DECISION
The Buyer Participant intends to award the business to the lowest bidder, however, each Buyer Participant reserves the right to award business to any number of Seller Participants (or to award no business pursuant to the Central Auction House Auction Event) at the Buyer Participant's absolute discretion. Without limiting the forgoing, each company, as represented by the Buyer Participant, reserves the right to select a bid other than the lowest bid, and the right to reject all bids, in the Buyer Participants discretion.
CODE OF CONDUCT
Each Participant in the Central Auction House Auction Event will conduct its use of the Site in a professional and ethical fashion. The Seller Participant further agrees that: 1. Acceptance of an invitation to bid is a firm commitment to enter into and participate in the Event. 2. All bids are to be submitted in good faith by authorized agents of the Seller Participant. 3. Every bid shall be considered an offer to sell, and the Seller Participant represents that such bids will not be placed for any other reasons, including but not limited to, influencing other Seller Participants or for the purpose of attempting to identify another Seller Participant's bid.
CANCELLATION OF EVENT OR EXCLUSION OF SELLER PARTICPANT
The Seller Participant agrees that the Buyer Participant may cancel or reschedule an Auction Event (or individual line items within an Central Auction House Auction Event), or may exclude one or more Seller Participants prior to or during a Central Auction House Auction Event, at its sole discretion and for any reason, including but not limited to:
1. An insufficient number of Seller Participants accept the Central Auction House Auction Event invitation prior to the relevant start date and time. 2. There are no bids accepted which are equal to or below any Reserve Price or meet other qualifying requirements. 3. There is evidence that two or more Seller Participants are acting in collusion. 4. There is evidence that one or more Seller Participants have submitted bids which are clearly below a reasonable cost. 5. One or more Seller Participants who accepted invitations are unable to complete their bidding during the Event due to an occurrence which adversely affects their ability to fully participate in the Event.
The Central Auction House Site or certain Site functionalities may become unavailable from time to time for both scheduled and unscheduled outages. This may happen during an auction Event and prevent bids from being entered. Central Auction House will publish scheduled downtimes and make every effort to minimize unscheduled system outages. In the Event of a system outage, Central Auction House will seek to bring the system online as soon as possible, but makes no representation as to how long that will be.
CONDITIONS OF USE
The Participant agrees to adhere in particular to the following conditions in order to participate in Central Auction House Auction Events or Request for Quote: - The Seller participant has the necessary qualifications, licenses, and authority to sell the items or to supply the services listed in the invitation from the Buyer Participant. - No Participant will disclose user codes, passwords, or access codes to another person or entity. - The Participant agrees to this Agreement and agrees to submit a password before entering any Central Auction House Auction Events to place bids or to submit Quotes. - The Participant has read, understood, and accepts all of the conditions pertaining to the application and the Event, as set out to the Participant in this document. - The Participant knows of no conditions, hindrances, liens, or impediments that would cause the Participant not to be able to honor any subsequent supply contract issued by the Buyer Participant reflecting the Seller Participant's participation and representations in the Central Auction House Event.
ADDITIONAL TERMS AND CONDITIONS FOR A CENTRAL AUCTION HOUSE EVENT
Any terms and conditions for an Central Auction House Event that are to be in addition to those set forth above shall be displayed on the Central Auction House auction screen or be the subject of negotiations between the Buyer Participant and Seller Participant. Central Auction House shall not be involved with, responsible for, nor a party to any such additional terms and conditions.