Revised June 1, 2017 Site Usage Terms and ConditionsThe following Site Usage Terms and Conditions ("Site Usage Terms") establish the terms of your use of IronPlanet's sites and services (e.g., www.ironplanet.com, eu.ironplanet.com, www.truckplanet.com, www.govplanet.com, www.catauctions.com and any third party marketplace, as well as on-site events to be held by an IronPlanet company or affiliate) (together, the "Site"). If you ("User") are located within the European Union, Middle-East and Africa, you are contracting with IronPlanet Limited, an entity organized under the laws of Ireland or IronPlanet UK Limited an entity organized under the laws of England and Wales. If you are located in Canada, you are contracting with IronPlanet Canada Ltd., a corporation organized under the laws of the Province of Alberta, Canada. In the United States and for all other areas not otherwise mentioned above, you are contracting with IronPlanet, Inc., a Delaware corporation. In each case, the respective entity to which you are contracting shall be referred to as "we" or "IronPlanet". The Site Usage Terms were last revised on June 1, 2017. 1. CAPACITY TO CONTRACT. The Site is available only to individuals acting in a professional capacity (non-consumers) If you are acting on behalf of another person or entity, you represent and warrant that such person or entity has authorized you to act and enter into legally binding contracts on its or his/her behalf. Without limiting the foregoing, (i) minors in any jurisdiction, (ii) consumers that reside in one of countries of the European Union and (iii) individuals who have been suspended from the Site may not use the Site. For Sellers in one of the countries in the European Union, the Site may only be used by commercial (non-consumer) parties, who have a valid VAT ID number that is verifiable through the EU Commission's VIES database (accessible via the following web link: http://ec.europa.eu/taxation_customs/vies/vatResponse.html) 2. REGISTRATION. Registration is required to use certain features of the Site. IronPlanet reserves the right, in its sole discretion, to disapprove of any request to become a registered user (a "Registered User") and to suspend or terminate your authorization to use the Site for any reason. By registering with the Site, you agree to comply with these Site Usage Terms and Conditions and, when buying or selling equipment through the Site, with the Buyer Terms and Conditions and Seller Terms and Conditions, respectively. You represent and warrant that (i) all information provided to IronPlanet is accurate and complete and (ii) you will update such information so that it is kept current, accurate and complete at all times. You acknowledge and accept that IronPlanet may contact you using the contact information you provide during registration and that you may incur wireless charges, depending upon the method of communication, which are your sole responsibility. IronPlanet reserves the right, in its sole discretion, to disapprove of any application to list Equipment and to suspend or terminate your authorization to use the Site at any time and for any reason, with or without cause. 3. LOGIN ID, PASSWORD, SECURITY. You are solely responsible for protecting the confidentiality of your login ID and password and are responsible for all use of your Site account. You agree to notify IronPlanet immediately of any unauthorized use of any login ID and/or password or any other breach of security regarding the Site. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. 4. USER RESPONSIBILITIES. You agree to comply with all applicable laws and regulations regarding your use of the Site. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots", "spiders", "offline readers", etc., to access the Site in a manner that sends more request messages to IronPlanet's servers than a human can reasonably produce in the same period of time by using a conventional online web browser; (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (iv) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through the Site; (vi) collecting or harvesting any personally identifiable information, including account names, from the Site; (vii) using the Site for any commercial solicitation purposes; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; or (ix) bypassing the measures we may use to prevent or restrict access to the Services. 5. USER INFORMATION AND PRIVACY STATEMENT. IronPlanet has made a commitment to protect the confidentiality and privacy of your personally identifiable information. Please see IronPlanet's Privacy Statement, located at http://www.govplanet.com/main/privacy.jsp and incorporated herein by reference, for more information about our collection, use and protection of your personal information. By using the Site, you are specifically consenting and agreeing to IronPlanet's Privacy Statement and, if you're located in the European Union, you expressly consent that IronPlanet may transfer, process and store your personal data within and without the European Union. 6. THIRD PARTY LINKS. The Site may contain links to third-party websites, advertisers, or services that are not owned or controlled by IronPlanet. Where IronPlanet provides such third-party links, no representations or endorsements are made in connection with such sites. IronPlanet has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. If you access a third-party website from the Site, you do so at your own risk, and you understand that these Site Usage Terms and IronPlanet's Privacy Statement do not apply to your use of such sites. You expressly relieve IronPlanet from any and all liability arising from your use of any third-party website or services or third-party owned content. Additionally, your dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that IronPlanet shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the Site, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. 7. MODIFICATION AND AVAILABILITY. IronPlanet may, at any time, delete, modify or supplement the content of this Site without prior notice. IronPlanet reserves the right, for any reason, at its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, features or hours of availability. IronPlanet may also impose limits on certain features of the Site or restrict your access to all or part of the Site without notice or penalty. 8. MONITORING. You agree that IronPlanet has the right, but not the obligation, to monitor at any time, for any reason at its sole discretion, all material and content on the Site and usage of the Site. 9. SERVICE AVAILABILITY. IronPlanet makes reasonable commercial efforts to make its Services and Site available. However, IronPlanet is not responsible for any service interruptions, including, but not limited to, interruptions that may affect the receipt, processing and acceptance of bids or other aspects of an Advertisement. 10. SECURITY. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. 11. COPYRIGHT AND TRADEMARKS. The trademarks, trade names, designs and all material contained on this Site or through other Services, including all portions of the website, content, site design, text, graphics, and all intellectual property rights thereto are the sole and exclusive property of IronPlanet or its licensors. The use of any such property for any other reason, on any other website, or the modification, distribution or republication of this material without the prior written permission from IronPlanet is strictly prohibited. 12. TERMINATION. Without limiting any other remedies, IronPlanet shall have the right to terminate your access to the Site and features to which you may have registered at any time, without notice, in IronPlanet's sole discretion for any reason, including, without limitation, if we determine that you have violated the Site. 13. DISCLAIMER; LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE AND SERVICES, PROVIDED BY OR THROUGH IRONPLANET ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND WHETHER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IRONPLANET BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF IRONPLANET OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. GOVERNING LAW. For users contracting with IronPlanet, Inc., these Site Usage Terms shall be governed by the laws of the State of Washington. For users contracting with IronPlanet Limited, these Site Usage Terms shall be governed by the laws of Ireland. For users contracting with IronPlanet Canada Ltd., these Site Usage Terms shall be governed by the laws of the Province of British Columbia. For users contracting with IronPlanet UK Limited, these Site Usage Terms shall be governed by the laws of England and Wales. In each case, the Site Usage Terms shall be governed by the laws of such jurisdiction without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if user is located in the United States, the Uniform Computer Information Transactions Act, do not apply. 15. AMENDMENT OF SITE TERMS. IronPlanet may, modify, add or remove any portion of the Site Usage Terms from time to time, in its sole discretion with or without notice to you, by posting such changes on the Site. Once posted such changes shall come into full force and effect. In addition to other forms of acceptance, use of the Site constitutes acceptance of these Site Usage Terms, including continued use after such changes are posted. It is your responsibility to check periodically for changes to the Site Usage Terms. 16. NOTICES. Any notice to IronPlanet Limited or IronPlanet UK Limited must be in writing and must be sent via email to EuropeCare@ironplanet.com and by registered mail or overnight courier to IronPlanet Limited, c/o IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to IronPlanet, Inc. or IronPlanet Canada Ltd. must be in writing and must be sent via email to CustomerCare@ironplanet.com and by registered mail or overnight courier to IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to you shall be given by email to the email address provided to you during registration as a Registered User, or as subsequently updated by you, or via posting on the Site, any of which you agree shall be sufficient notice to you. Notice shall be deemed to have been given to you upon twenty-four (24) hours after it has been sent or at the time the information was posted on the Site. If you change your email address, you are responsible for updating your account profile. 17. MISCELLANEOUS. If any provision of these Site Usage Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Site Usage Terms, and the remainder of these Site Usage Terms shall continue in full force and effect. The failure by IronPlanet to exercise or enforce any rights or provisions of these Site Usage Terms shall not constitute a waiver of such right or provision. All provisions in these Site Usage Terms regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of these Site Usage Terms. If a translation of these Site Usage Terms into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. If these Site Usage Terms are provided to you in a language other than English, IronPlanet does so solely for your convenience. These Site Usage Terms contain the entire agreement with respect to the use of the Site, and supersede all previous communications, representations, understandings and agreements, either oral or written, between us.
Copyright Policy IronPlanet respects the intellectual property of others, and we expect our users to do the same. IronPlanet may suspend and/or terminate listings and/or the accounts of users who infringe the rights of others. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Site, you should provide IronPlanet's copyright agent with the following information:
Revised July 7, 2017 Buyer Terms and ConditionsKEY BUYER POINTS IronPlanet is a marketplace for used heavy equipment that enables sellers to list and advertise their items for sale to a global audience of buyers. The actual contract for sale is directly between sellers and buyers. IronPlanet is not a traditional auctioneer, but a marketplace for promoting equipment for sale.
The Key Buyer Points above provide an overview of the terms and conditions for participating as a buyer in IronPlanet's marketplace and are subject to the complete Buyer Terms and Conditions below. BUYER TERMS AND CONDITIONS These Buyer Terms and Conditions ("Buyer Terms") establish the terms of your use of IronPlanet's sites and services (e.g., www.ironplanet.com, eu.ironplanet.com, www.truckplanet.com, www.govplanet.com, www.catauctions.com and any third party marketplace, as well as live, on-site auctions to be held by an IronPlanet company or affiliate) (together, the "Marketplace") to bid on and purchase equipment and other items ("Equipment"). The listing of items on the Marketplace is further referred to as an "Advertisement(s)". IronPlanet, Inc. is a Delaware corporation, and has a bond (#70259768) on file with the Secretary of State of California. The Buyer Terms were last revised on July 7, 2017. 1. ACCEPTANCE OF TERMS. Before you ("Buyer") attempt to buy any Equipment from a Seller through the Marketplace, IronPlanet requires that you read and accept the Buyer Terms. BY CHECKING ON THE SPACE NEXT TO "ACCEPT TERMS & CONDITIONS", YOU HEREBY REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THE BUYER TERMS AND ALL OTHER TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE AND THAT YOU WILL BE FINANCIALLY RESPONSIBLE FOR YOUR USE OF THE MARKETPLACE AND PURCHASE OF EQUIPMENT. If you choose not to accept the Buyer Terms, you may not bid on or purchase Equipment by means of the Marketplace. If you have any questions, please contact CustomerCare@ironplanet.com or EuropeCare@ironplanet.com. 2. IRONPLANET'S SERVICES 2.1. Services of IronPlanet. Under the terms of this Agreement, IronPlanet offers you the use of the Marketplace, which functions as a platform on which Sellers can list and advertise Equipment for sale to potential Buyers. Each party is acting on its own behalf, and IronPlanet is not a party to the subsequent Purchase Contract for Equipment that is entered into between a Seller and a Buyer. Nor does IronPlanet represent either party in the conclusion of such Purchase Contract. 2.2. Sale of Government Equipment. IronPlanet may administer the sale of usable surplus assets for the U.S. Defense Logistics Agency ("DLA") Disposition Services, other agencies of the U.S. Government and their Contractors (collectively, the "U.S. Government") and other persons or organizations selling property consistent with our DLA Disposition Services offerings. Equipment selling for the U.S. Government may be subject to supplemental Surplus Terms and Conditions located at Surplus Terms and Conditions and incorporated herein by reference. All Equipment subject to the Surplus Terms and Conditions shall be identified as such on the item page of the Equipment Listing. 2.3. Advertisement Period. For select listings, the period during which bids can be placed on Equipment shall be determined by the Seller. For all other listings, the period during which bids can be placed on Equipment shall be determined solely by IronPlanet. 2.4. Buyer Conduct. Any deliberate attempt to artificially influence the sales price, directly or indirectly, by any user is prohibited, including bidding through a secondary account, agent or representative on Equipment that you may be selling, communicating with other Buyers or shill bidding. 2.5. Notice to Marketplace Direct Bidders. Where a listing permits inspection of the Equipment, you should inspect the Equipment prior to bidding. Items offered for sale via Marketplace Direct are used and may contain defects. If you bid without having inspected the Equipment, you do so at your own risk. You or your agents are responsible for final verification of Equipment purchased at the time of removal. 2.6. Binding Offer to Purchase. You acknowledge and agree that bidding on the IronPlanet Marketplace is the legal equivalent of a firm commitment and an irrevocable offer to purchase. Unless the transaction is prohibited by law or regulation or the Buyer Terms, once placed a bid may not be retracted and you are obligated to complete the transaction as follows:
2.7. Declining and Countering Bids. For Make Offer listings, you may submit a bid for less than the Asking Price. The Seller has the option, but not the obligation, to accept, decline or counter each bid submitted. In the event that the Seller counters your bid ("Counter Offer"), you have up to two (2) business days to accept. Counter Offers may be automatically rescinded earlier than two (2) business days when (a) the Seller issues another Counter Offer; or (b) the Seller accepts another bid, but in no event shall a Counter Offer be rescinded after it is accepted by you. 2.8. Winning Bids. IronPlanet is the final judge for the determination of winning bids ("Final Sale Price" or "Final Selling Price"). Nonetheless, IronPlanet shall not be liable for any errors or omissions relating to such determination, whether by IronPlanet, the Seller or another third party. Before IronPlanet can establish the winning bid for Make Offer listings, (a) your bid must meet or exceed the Asking Price; (b) your bid must be accepted by the Seller; or (c) you must receive and accept a Counter Offer. Before IronPlanet can establish the winning bid for Reserve listings, the Reserve Period must have ended and (a) your bid must meet or exceed the Reserve Price; or (b) your bid must be accepted by the Seller; or (c) you must receive and accept a Counter Offer. After the winning bid is established, a purchase contract between you and Seller is automatically concluded ("Purchase Contract"). All applicable terms and conditions of this Agreement shall apply to the Purchase Contract. You and Seller will be notified of the conclusion of the Purchase Contract by an email or other notification that is generated automatically by the Marketplace. IRONPLANET DOES NOT GUARANTEE THAT BIDS PLACED ON THE MARKETPLACE WILL BE RECEIVED AND PROCESSED IN A TIMELY MANNER. 2.9. Voiding Bids. IronPlanet reserves the right to reject or void bids, whether winning or not, which it believes (a) have not been made in good faith, (b) are intended to manipulate the listing process or (c) are prohibited by any applicable law or regulation. 2.10. Postponement and Cancellation. IronPlanet reserves the right to withdraw, postpone or cancel any listing, or any sale that results from a listing, in its own discretion, with or without notice. IronPlanet shall have no liability to you as a result of any withdrawal, postponement or cancellation. 2.11. Intellectual Property. IronPlanet owns all right, title and interest in and to all data that is generated by the Marketplace, including, without limitation, data that is generated during a listing. 2.12. Notification of Assignment of Rights. If you are in the United States, IronPlanet hereby notifies you that the consigners of certain pieces of Equipment may have assigned to a qualified intermediary their rights, but not their obligations, for purposes of effecting a deferred Like-Kind Exchange under section 1031 of the United States Internal Revenue Code of 1986, as amended, and applicable regulations. 2.13. California Diesel Vehicle Regulation. The following disclosure applies to self-propelled, diesel-fueled vehicles twenty-five (25) horsepower and greater: "An on-road heavy-duty diesel or alternative-diesel vehicle operated in California may be subject to the California Air Resources Board Regulation to Reduce Particulate Matter and Criteria Pollutant Emissions from In-Use Heavy-Duty Diesel Vehicles. It, therefore, could be subject to exhaust retrofit or accelerated turnover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board website at http://www.arb.ca.gov/dieseltruck. When operated in California, any off-road diesel vehicle may be subject to the California Air Resources Board In-Use Off-Road Diesel Vehicle Regulation. It, therefore, could be subject to retrofit or accelerated turnover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board website at http://www.arb.ca.gov/msprog/ordiesel/ordiesel.htm" 3. FEES AND TAXES 3.1. Transaction Fee. For each piece of Equipment purchased from the Seller through the Marketplace, you agree to pay a transaction fee ("Transaction Fee"). IronPlanet may change or add fees from time to time, in its sole discretion, with or without notice to you. Other fees that may be payable by you are detailed on the Marketplace. 3.2. Payment and Payment Schedule.You shall remit the Final Selling Price, applicable taxes, duties, Value Added Tax or Vehicle Registration Taxes, Transaction Fees and any other required fees within three (3) business days after conclusion of the Purchase Contract. At Seller's option, receipt of the purchase price may be facilitated by IronPlanet, in which case Seller (as mandator) would instruct IronPlanet (as a mandatory) so that IronPlanet can enforce the Seller's right to payment vis-a-vis the Buyer, and full payment of the amounts noted above shall be posted to a secure payment account designated by IronPlanet. Buyers from the United States and Canada must tender payments via wire transfer (recommended) or credit card (when full payment is USD/CAD 5,000.00 or less). Any foreign currency exchange fees or charges are your responsibility as the Buyer. BUYERS FROM OUTSIDE THE UNITED STATES AND CANADA MUST TENDER ALL PAYMENTS VIA WIRE TRANSFER. All amounts that are due and payable must be paid prior to releasing any Equipment for pick-up or transport. After receipt of payment and completion of any additional, required documents, you and Seller will be notified that the Equipment is available for pick-up via an email that is generated automatically by the Marketplace ("Item Release"). 3.3. Tax. All bids and offers for Equipment must be net of any taxes imposed with respect to the purchase. You are liable for all such taxes or for establishing to IronPlanet's satisfaction, on behalf of the Seller, a valid exemption certificate from such taxes. You acknowledge and agree that IronPlanet is providing a service in the calculation, reporting and remittance of sales or use taxes for transactions that arise in connection with your use of the Marketplace, and you ultimately remain liable for any sales or use tax liability. IronPlanet calculates and collects sales tax on items sold from the U.S. and Canada based on the state and local tax rates in effect at the location of the items purchased. To support sales tax treatment of the transaction, you are responsible for providing IronPlanet with any necessary documentation (e.g., Bills of Lading, export documents, etc.) no later than ten (10) business days from your date of purchase. If you have an exemption certificate that was not submitted at the time of sale, you have ten (10) business days from your date of purchase to submit a valid exemption certificate in order for IronPlanet to process a refund. After ten (10) business days, you will need to submit any refund request directly to the state for which the original sales tax was collected and remitted by IronPlanet. In the event your credit card is charged for taxes on a purchase that is subsequently exempted from such tax, the amount shall be refunded to your credit card used in the purchase. You shall indemnify IronPlanet against any tax, cost or expense if you fail to provide IronPlanet with a valid exemption certificate or other supporting documents necessary to calculate tax in relation to a transaction. 3.4. VAT. This section shall only apply to Purchase Contracts concluded through IronPlanet Limited or IronPlanet UK Limited. All bids and offers are net of any VAT and other indirect taxes imposed with respect to the sale or purchase transaction. You are liable for all such taxes for all purchases. Accordingly, the amount of the successful bid in respect of any item of Equipment shall be exclusive of VAT and other indirect taxes, and the price payable by you shall be increased by such taxes (e.g., VAT) chargeable in respect of the supply of the Equipment to you. Similarly, all fees and other amounts payable to IronPlanet are calculated without regard to VAT so the amount payable by you shall be increased by the amount of VAT which may be chargeable in respect of the relevant supply. The amount payable shall be subject to VAT if you, as Buyer, fail to provide necessary documentation to Seller to substantiate a VAT rate other than the standard VAT rate (e.g., 0% export rate or 0% rate for intracommunity Supplies within the EU). You shall enter your VAT registration number upon becoming a registered user of IronPlanet's platform and shall immediately notify IronPlanet if that number ceases to be valid for any reason. You shall indemnify IronPlanet and its Affiliates (and the officers, directors, agents and employees thereof) against any tax, cost or expense relating to your and/or Seller's failure to satisfy any VAT chargeable in relation to a transaction. For the avoidance of doubt, it is your responsibility to satisfy yourself that any VAT (or similar) charges or related obligations have been met in relation to a transaction. For the purposes of these Terms, "VAT" means value added tax as provided for in the EU VAT Directive 2006/112/EEC or similar tax in countries outside the EU. 3.5. Payment Authorization. In order to establish bidding privileges on the Site, you understand and agree that IronPlanet, through its third-party payment processor, reserves the right, in its sole discretion, to request a Zero Dollar Value authorization check on your credit card as part of verifying your identity. In connection with your purchase, you will be asked to provide customary billing information such as name, billing address, credit card information, or routing and account numbers for payments by electronic funds transfer either to IronPlanet or its third-party payment processor(s). You agree to pay IronPlanet for any purchases made in connection with your account in accordance with these Buyer Terms by credit card or electronic funds transfer. You hereby authorize the collection of such amounts by charging the credit card provided or by processing an electronic funds transfer utilizing the routing and account number provided, either directly by IronPlanet or indirectly, via a third-party online payment processor. If you are directed to IronPlanet's third-party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services. 4. COMPLETION OF TRANSACTIONS 4.1. Removal of Equipment. As per the Purchase Contract, Seller shall deliver the Equipment EXW - Ex Works (named place of delivery, Incoterms® 2010) from Seller's premises. You are responsible for dismantling, loading and shipping the Equipment for transportation, unless otherwise noted in the Equipment Listing. You shall remove the Equipment from Seller's premises no later than eight (8) business days after availability of the Item Release unless otherwise stated in the Equipment Listing, after which you may be responsible for payment of Storage Fees, and in some cases payment of cost to transport Equipment to an alternate location, as detailed on the Marketplace and incorporated herein by reference. Unless otherwise noted in the Equipment Listing, standard Storage Fees are 25.00 (USD, CAD, EUR, or GBP) per day, beginning on the 9th day after availability of the Item Release, with the total amount not to exceed 1,500.00 (USD, CAD, EUR, or GBP). 4.2. Liability for Equipment. The responsibility and risk of loss for Equipment shall be and remain at the risk of Seller (and never of IronPlanet) until the earlier of: (a) your removal of the Equipment (or removal of the Equipment by your designated transportation provider); or (b) receipt by Seller of all proceeds from the sale of Equipment. Thereafter, the Equipment shall be and remain at the risk of you or your designated transportation provider (and in no event IronPlanet). 4.3. Default. If, after five (5) business days (which includes a two (2) business day grace period) following the conclusion of a Purchase Contract, you have not made full payment of the Final Selling Price and all other applicable fees to Seller, you are in default and shall be subject to a Default Fee and Late Payment Fee, as detailed on the Marketplace. In such event, as well as in regard to any other fees owed by you to IronPlanet in regard to other transactions, IronPlanet reserves the right to, and you hereby consent that IronPlanet may, offset any such charges from amounts paid by you and invoice you for the remainder, with the invoice to be paid within fifteen (15) days following the date of the invoice. 4.4. Abandoned Equipment. Unless otherwise stated in the Equipment Listing, your failure to claim and remove Equipment within sixty (60) days following the Item Release is deemed to be evidence of your intention to abandon the Equipment, and IronPlanet on behalf of Seller may take action that is adverse to your interest in the Equipment, including, but not limited to, any appropriate steps under the law to dispose of the Equipment. IronPlanet's Abandonment Policy is located at http://ironplanet.com/main/abandonment.jsp and is hereby incorporated by reference. 4.5. Freight and Transportation. You are responsible for all freight, shipping and other costs related to transporting the Equipment from the posted Equipment location to its final destination. These costs include dismantling, special handling, loading, transportation costs and permits required to move the Equipment. You may arrange transportation of Equipment on the Marketplace with one of our transportation partners; however, IronPlanet shall not be liable for any acts or omissions arising from any transportation arrangements. 4.6. Export. You are advised to have all such certificates and permits issued and completed prior to transporting the Equipment otherwise you may be subject to clearing, permit, and/or other payments if the Equipment is stopped and held at a port of entry to a state, province or country. If you are in the United States and plan to export Equipment through U.S. Customs, we, on behalf of Sellers recommend that you engage the services of a U.S. forwarding agent to prepare documents that are required by U.S. Customs Control. These documents may include a power of attorney that authorizes a forwarding agent to complete the necessary Shipper Export Declaration (SED) and filing the Automated Export System (AES) record. For a fee, IronPlanet can provide equipment invoices or a notarized Bill of Sale to facilitate exports. IronPlanet cannot provide Manufacturing Statements of Origin (MSO's) on used equipment bought on the Marketplace nor can IronPlanet be held responsible for lack of manufacturers' identifying numbers or engine or serial numbers. 4.7. Power of Attorney. You hereby appoint IronPlanet and its authorized representatives as your attorney-in-fact for the sole purpose of executing a Bill of Sale, if required, to finalize transfer of ownership to you. 4.8. Finalization of the Transaction. You shall provide all relevant shipping information with respect to the transaction by uploading the bill of lading and other requested documents by means of the Marketplace, in order to prove that you have fulfilled your obligation to remove the Equipment under the Purchase Contract. 4.9. Liens and Encumbrances. IronPlanet will identify and arrange for the release of liens and encumbrances on the Equipment listed on the Marketplace. If for any reason IronPlanet is unable to clear the title to the Equipment, IronPlanet's sole liability, if any, shall be the return of any funds paid by you with respect to such Equipment. 5. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNITY 5.1. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MARKETPLACE PROVIDED BY OR THROUGH IRONPLANET IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH PIECE OF EQUIPMENT IS SOLD "AS IS, WHERE IS," AND NEITHER SELLER NOR IRONPLANET MAKES ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER SELLER NOR IRONPLANET MAKES ANY WARRANTY THAT THE EQUIPMENT WILL PROPERLY FUNCTION OR OPERATE WHEN DELIVERED TO YOU NOR THAT IT WILL CONTINUE TO OPERATE OR FUNCTION FOR ANY PERIOD OF TIME AFTER DELIVERY. IRONPLANET EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTS OR OMISSIONS OF OTHER USERS OF THE MARKETPLACE. IF YOU ARE DISSATISFIED WITH THE MARKETPLACE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE MARKETPLACE. FOR SALES OF EQUIPMENT THROUGH LIVE, ON-SITE AUCTIONS, THE LISTING CATALOG PROVIDED IS MERELY A GUIDE. SALES WILL NOT BE INVALIDATED DUE TO INACCURACIES NOR SHALL IRONPLANET, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ATTORNEYS BE HELD LIABLE AS A RESULT OF DEFECTS OR INACCURACIES IN THE LISTING CATALOG. IT IS THE BIDDER'S SOLE RESPONSIBILITY TO VERIFY ALL LOT INFORMATION PRIOR TO ANY BIDDING. 5.2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IRONPLANET OR SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF IRONPLANET OR SELLER, OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF IRONPLANET TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) ARISING FROM THIS AGREEMENT, THE PURCHASE OR USE OF EQUIPMENT, OR YOUR USE OF THE MARKETPLACE EXCEED, IN THE AGGREGATE, $100.00. 5.3. Indemnity. You agree to defend, indemnify and hold harmless IronPlanet, its affiliated companies and their respective officers, directors, employees, agents, successors and assigns ("indemnified parties") from and against any claim or demand (including reasonable attorneys' and experts' fees and costs), made by any third party due to or arising out of (a) your breach of this Agreement, (b) your improper use of the Marketplace, including without limitation any personal injury, death or property damage caused by or arising out of the subsequent use of any Equipment sold or purchased from the Marketplace, or (c) your violation of any law or the rights of a third party. Furthermore, you agree to defend, indemnify and hold IronPlanet and its Seller harmless from and against any and all damages, costs, claims or liability (including reasonable attorneys' fees) for any injuries to persons or property of any type, occurring during your or your agent's inspection of property, your or your agent's presence at a Seller's site or U.S. Government facility or resulting from the sale, removal, use or operations of the purchased property. IronPlanet shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that IronPlanet, at its option and expense, may participate and appear on an equal footing with you. You shall not settle any claim or demand without the written consent of the indemnified parties, with such consent not to be unreasonably withheld or delayed. 5.4. Release. In the event that you have a dispute with one or more users of IronPlanet's Marketplace, you release IronPlanet (and our 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. If you are a California resident, you expressly waive any rights you may have 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." 5.5 Notice to Attendees at Live, On-Site Auctions. Every attendee at a live, on-site event site before, during and after the event shall be deemed to be there at his or her own risk with notice of the condition of the premises, the activities on the premises and the conduct of third parties, and every attendee shall so advise his agents. You waive as to yourself, your partners, officers, directors, shareholders, agents and employees and any related entities all claims, damages and expenses (including but not limited to attorney's fees and other legal costs and expenses) and assume all risk that may relate to or arise out of your presence at the live, on-site event ("Premises") and to the condition of the Premises including, but not limited to, any injury or damage to person or property, including, but not limited to, the Equipment. You do hereby acknowledge and understand that you and your agents and subcontractors must carry their own insurance for any such injury or damage and that you and your subcontractors assume all risk of any such injury or damage. 6. LEGAL DISPUTES 6.1. Contracting Entity. In the United States and for all other areas not otherwise outlined below, you are contracting with IronPlanet, Inc. (the "Contracting Entity"), a Delaware corporation, which has a bond (#70259768) on file with the Secretary of State of California and transacting in U.S. Dollars. Otherwise, the Contracting Entity is as outlined below:
6.2. Governing Law; Jurisdiction and Venue. For disputes between you and IronPlanet, Inc., this Agreement shall be governed by the laws of the State of Washington. For disputes between you and IronPlanet Canada Ltd., this Agreement shall be governed by the laws of the Province of British Columbia. For disputes between you and IronPlanet Limited, this Agreement shall be governed by the laws of Ireland. For disputes between you and IronPlanet UK Limited, this Agreement shall be governed by the laws of England and Wales. In all cases, this Agreement shall be governed by the laws of such jurisdiction without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if you are located in the United States, the Uniform Computer Information Transactions Act, do not apply. Any action against IronPlanet arising from or relating to this Agreement or any bid or purchase hereunder shall be commenced in the following courts and you irrevocably consent to the exclusive jurisdiction of such courts, as follows: (a) a state or federal court in King County, Washington, if IronPlanet, Inc. is the party, (b) a Provincial or Supreme Court in New Westminster, British Columbia, if IronPlanet Canada Ltd. is the party, (c) the courts located in Dublin, Ireland if IronPlanet Limited is the party , and (d) the courts of England and Wales if IronPlanet UK Limited is the party. 6.3. English Controlling Language. All performance under this Agreement and the resolution of disputes shall be conducted in the English language. If a translation of this Agreement into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this Agreement is provided to you in a language other than English, IronPlanet does so solely for your convenience. 6.4. Limitation Period. YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DISPUTE AROSE. OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED. 6.5. Improperly Filed Legal Disputes. Any claims that are filed or brought contrary to this Agreement shall be improperly filed and of no force and effect. 7. TERMINATION. Without limiting any other remedies, IronPlanet shall have the right to terminate your access to the Marketplace at any time, without notice, in IronPlanet's sole discretion for any reason, including, without limitation, if IronPlanet (a) determines that you have violated this Agreement (for example, violation of the prohibition on shill bidding), or (b) is unable to verify your bidder information. If you become dissatisfied with the Marketplace, in any way, your only recourse is to immediately discontinue use of the Marketplace. 8. AMENDMENT OF BUYER TERMS. IronPlanet may, in its sole discretion, change, modify, add or remove any portion of the Buyer Terms, in whole or in part, from time to time with or without notice to you, by posting such changes on the Marketplace, which you agree is sufficient notice to you. Once posted such changes shall come into full force and effect. Your continued use of the Marketplace after changes are posted will constitute your agreement to such changed Buyer Terms. The Buyer Terms may not be otherwise amended except in writing signed by both you and IronPlanet. 9. EXPORT CONTROL. As applicable, all Equipment is subject to U.S., Canadian, and other foreign export control laws and regulations, including but not limited to, the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Department of Treasury Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State. IronPlanet will not allow participation from any person nor allow sales or shipments in violation of U.S. export and re-export control laws and regulations, including EAR, OFAC, and ITAR. You represent that you are not restricted from purchasing Equipment by any such laws and that you shall not take any actions in violation of these laws and regulations or, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Equipment to any destination, entity, or person prohibited by these laws and regulations, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. 10. NOTICES. Any notice to IronPlanet Limited or IronPlanet UK Limited must be in writing and must be sent via email to EuropeCare@ironplanet.com and by registered mail or overnight courier to IronPlanet Limited or IronPlanet UK Limited, c/o IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to IronPlanet, Inc. or IronPlanet Canada Ltd. must be in writing and must be sent via email to CustomerCare@ironplanet.com and by registered mail or overnight courier to IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to you shall be given by email to the email address provided to you during registration as an Approved Bidder, or as subsequently updated by you, or via posting on the Marketplace, any of which you agree shall be sufficient notice to you. Notice shall be deemed to have been given to you upon twenty-four (24) hours after it has been sent or at the time the information was posted on the Marketplace. If you change your email address, you are responsible for updating your account profile. 11. PRIVACY. IronPlanet's Privacy Statement, located at http://www.govplanet.com/main/privacy.jsp, is hereby incorporated by reference. By entering into this Agreement, Buyer consents to the processing, international transfer and disclosure of the Buyer's information in accordance with IronPlanet's Privacy Statement, available at http://www.govplanet.com/main/privacy.jsp. Information that IronPlanet collects is stored in the United States but may also be transferred and stored in other countries. These countries may offer a different level of data protection than Buyer's country of residence. Buyer consents to their information being shared by IronPlanet among IronPlanet's parent company, subsidiaries and affiliates in accordance with the Privacy Statement. Buyer also consents to IronPlanet's disclosing information regarding the Buyer to the original equipment manufacturer ("OEM") of any item that the Buyer places a bid on and any of the OEM's dealers or service providers in Buyer's geographic area. To opt out of sharing with OEM's, their dealers or service providers going forward, contact Privacy@ironplanet.com. Once disclosed, this information will be governed by the OEM's or OEM dealer's privacy policy and will be subject to the laws of the jurisdiction in which the OEM or OEM dealer processes the information. OEMs and their dealers or service providers use this information to understand the secondary market for their equipment, to communicate with Buyers about their products and services, and for other purposes disclosed in their privacy policies. IronPlanet has no liability for information used by the OEM, its dealers, representatives and service providers. To learn more, please click here. 12. GENERAL. This Agreement contains the entire agreement of the parties and supersedes all previous communications, representations, understandings and agreements, either oral or written. In the event of any conflict between the Buyer Terms and the Site Usage Terms and Conditions, the Buyer Terms shall control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by either party to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by this Agreement. You may not assign or transfer this Agreement or your obligations hereunder in whole or in part, whether by operation of law or otherwise, without IronPlanet's prior written consent. In the event of a permitted transfer, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for IronPlanet to assign this Agreement, you hereby appoint the officers of IronPlanet as your attorney-in-fact to execute all documents necessary to effect such novation. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of this Agreement. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.
Revised July 7, 2017 Seller Terms and ConditionsKEY SELLER POINTS IronPlanet is a marketplace for used heavy equipment that enables sellers to list and advertise their items for sale to a global audience of buyers. The actual contract for sale is directly between sellers and buyers. IronPlanet is not a traditional auctioneer, but a marketplace for promoting equipment for sale.
The Key Seller Points above provide an overview of our terms and conditions for participating as a seller in IronPlanet's marketplace and are subject to the complete Seller Terms and Conditions below. SELLER TERMS AND CONDITIONS These Seller Terms and Conditions, including all schedules and other policies, establish the terms of your use of IronPlanet's sites and services (e.g., www.ironplanet.com, eu.ironplanet.com, www.truckplanet.com, www.govplanet.com, www.catauctions.com and any third party marketplace, as well as live, on-site auctions to be held by an IronPlanet company or affiliate) (together, the "Marketplace") and are incorporated by reference into the applicable listing agreement (collectively, the "Agreement") between you and IronPlanet for the listing and advertising of Equipment for sale to buyers. IronPlanet, Inc. is a Delaware corporation, and has a bond (#70259768) on file with the Secretary of State of California. The Seller Terms were last revised on July 7, 2017. 1. IRONPLANET'S SERVICES 1.1. Services of IronPlanet. Under the terms of this Agreement, IronPlanet offers you the use of the Marketplace, which functions as a platform on which you can list and advertise Equipment for sale to potential buyers ("Buyers"). Each party is acting on its own behalf, and IronPlanet is not a party to the subsequent purchase contract for Equipment that is entered into between you and the Buyer. Nor does IronPlanet represent either party in the conclusion of such purchase contract. In consideration of your use of the Marketplace for the listing and advertising of Equipment for sale (the "Equipment"), commissions and fees as listed in Schedule 1 are payable by you. 1.2. Exclusive Listing. The Marketplace shall be the exclusive listing site for Equipment and you shall not offer for sale or sell the Equipment in any other manner until the earlier of (a) the date such Equipment is sold via the Marketplace or (b) the date you withdraw the Equipment from the Marketplace (but in such event no less than ninety (90) days). By entering into a listing agreement for use of the Marketplace, you hereby extend an irrevocable offer to sell the Equipment, as applicable, (a) to a Buyer who is the highest bidder and who meets or exceeds the opening bid, the Reserve Price, or Asking Price, as applicable, (b) to a Buyer who commits to purchase Equipment at the Buy Now Price; or (c) to a Buyer who commits to purchase Equipment at the Negotiated Price. 1.3. Opening Bid and Scheduling. For Online Auctions, IronPlanet will set the opening bid for the Equipment and schedule the listing opening times. For On-Site Auctions, IronPlanet will schedule the listing opening times. For Buy Now Equipment listings, IronPlanet will set the buy now prices ("Buy Now Price") and schedule the listing opening times. For Make Offer listings, IronPlanet will set the opening bid for the Equipment and schedule the listing opening times; you will have the option of setting an asking price, not to exceed 120% of estimated market value as determined by IronPlanet ("Asking Price"). You may lower the Asking Price during a listing period, but you may not add an Asking Price after the opening time. If you have selected to list the Equipment by Reserve, you will have the option of setting a reserve price, not to exceed 120% of estimated market value as determined by IronPlanet ("Reserve Price"). IronPlanet will determine the period of time that the Reserve listing is published to the website and is available for Buyers to submit bids (the "Reserve Period"). If, at the end of the Reserve Period, the Reserve Price has been met, the highest bid received from a Buyer will be automatically accepted. If the Reserve Price is not met during the Reserve Period, IronPlanet may elect to re-list the Equipment. All Buy Now and Make Offer listings will be scheduled to run for up to ninety (90) consecutive days, at the discretion of IronPlanet. The listing period may be extended at IronPlanet's sole discretion. In the event the Equipment remains unsold, whether a Buy Now, Make Offer or Reserve listing, after ninety (90) days, (a) the Equipment must be re-inspected and will incur a Re-Inspection Fee and you agree to reduce the Asking Price by 20% to continue the listing; or (b) you may elect, without penalty, to remove the listing. 1.4. Additional Options. For Make Offer listings and Reserve listings where the Reserve Price is not met, you have the option to (a) accept bids lower than the Asking Price or Reserve Price, as applicable; (b) counter bids lower than the Asking Price or Reserve Price, as applicable with a higher offer ("Counter Offer"); or (c) reject bids lower than the Asking Price or Reserve Price, as applicable at any time during a listing. Counter Offers are valid for up to two (2) business days. However, only one (1) Counter Offer can be valid at any time; the last Counter Offer you issue supersedes and invalidates any previous Counter Offers. Upon acceptance of the Counter Offer by the Buyer, the listing is closed and you are legally bound to complete the transaction. 1.5. Conclusion of Purchase Contract; Bill of Sale. After the winning bid for a piece of Equipment has been established by IronPlanet or the Buyer has committed to purchase the Equipment at the Buy Now Price or the Asking Price, the bid or purchase commitment of Buyer will be automatically accepted by you and a purchase contract between you and Buyer is automatically concluded ("Purchase Contract"). All applicable terms and conditions of this Agreement shall apply to the Purchase Contract. Further, for Make Offer listings, you may accept or counter an offer below the Asking Price. In the event that you accept an offer or the Buyer accepts your Counter Offer (the "Negotiated Price"), the Purchase Contract is concluded and all terms herein shall apply. Buyer and Seller will be notified of the conclusion of the Purchase Contract by an email or other notification that is generated automatically by the Marketplace. Subject to your receipt of payment for the Equipment, you at your own expense shall deliver a bill of sale and such other documentation as may be reasonably necessary to transfer title to the Equipment to Buyer. Unless otherwise agreed, the Equipment listing will only show your "IronPlanet Seller ID", but not your formal identity, business name and/or address details. This information will only be provided to Buyer at the conclusion of the Purchase Contract. 1.6. No Guarantee on Proceeds; No Shill Bidding. There is no guarantee as to the gross proceeds that may be realized from a listing on the Marketplace. You may not manipulate the bidding in any way, including bidding on your own Equipment, to artificially raise the final sales price. In the event of price manipulation, IronPlanet will (a) ban you from future use of the IronPlanet Marketplace, (b) cancel any involved transaction(s), and (c) charge you a Shill Bidding Fee. 1.7. Equipment Availability; Risk of Loss. Subject to IronPlanet's receipt of full payment and Buyer's completion of any additional, required documents, you and the Buyer will be notified that the Equipment is available for pick-up via an email that is generated automatically by the Marketplace ("Item Release"). You agree to have the Equipment available for transportation, complete with ignition key, to the Buyer no later than one (1) business day after conclusion of the Purchase Contract. If the Equipment is not available, you will be subject to pay a Post-Closing Delay Fee. Further, if you fail for any reason to release the Equipment to the Buyer after a Purchase Contract is concluded, you will be subject to a Seller Default Fee in addition to any other rights or remedies that IronPlanet or Buyer may have. The responsibility and risk of loss for Equipment shall be and remain with you (and not IronPlanet or Buyer) until the earlier of: (a) the removal of the Equipment from the posted Equipment location by Buyer or Buyer's designated transportation provider or (b) receipt by you of all proceeds from the sale of Equipment. Thereafter, the Equipment shall be and remain at the risk of Buyer or Buyer's designated transportation provider (and not IronPlanet or you). With respect to sales through live, on-site auctions, you shall be responsible for maintaining insurance coverage pertaining to the Equipment and its transfer to and from, and storage at, the auction site, until the earlier of transfer of title of the Equipment or removal of the Equipment from the auction site and acknowledges that IronPlanet bears no risk for any loss to the Equipment, including, but not limited to, loss due to theft, fire or water. IronPlanet has no obligation to maintain insurance coverage pertaining to the Equipment in the possession of IronPlanet for purposes hereunder. 1.8. Authorization to Use Marks. In connection with your use of the Marketplace, you agree that IronPlanet may use your name, trademark, logos, service marks and other designations ("Marks") to list you as a reference customer and to advertise, promote and market the Equipment. You hereby grant to IronPlanet, and represent and warrant that you have a right to grant, a non-exclusive, worldwide license to use, publicly display and perform, reproduce, and distribute the Marks, solely as permitted in this Agreement, including distributing e-mails to potential Buyers that incorporate Marks. 1.9. Specific Performance. In addition to any other remedies that may exist, if you cancel a listing within two (2) weeks prior to the listing Opening Time or if you fail to have the Equipment available for transportation no later than one (1) business day following the conclusion of the Purchase Contract with Buyer, you hereby acknowledge and agree that (a) the damages to IronPlanet's business reputation, brand and customers are significant and irreparable, (b) an adequate remedy at law for such breach is inadequate, and (c) IronPlanet may seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security. 1.10. Delivery. For sales of Equipment to be conducted through live, on-site auctions, you, at your expense, shall deliver the Equipment and all related titles, certifications or other documents relating to ownership to IronPlanet at the auction site no later than twenty (20) days prior to the auction. For sales of Equipment through any listing format on the Marketplace, the Equipment shall be in compliance with all Federal and State regulations regarding emissions, safety or any other regulations as required by law. Titled items must have a legible VIN or other I.D. as required by law. You will disclose to IronPlanet any and all modifications or omissions to the aforementioned Federal and State regulations including whether the item has been salvaged, reconstructed, or damaged in a flood. 2. EQUIPMENT LISTINGS. You may not list goods that are illegal to use or possess under any applicable law, rule or regulation. IronPlanet reserves the right, in its sole discretion, to (a) refuse to list any piece of Equipment at any time; (b) withdraw any Equipment listing from the Marketplace; (c) review and verify a listing's information and description; or (d) cancel any transaction that it deems to be suspicious or fraudulent and report it to applicable authorities. The information you provide during the Equipment listing process, combined with the Inspection Report, constitute the listing details for the Equipment ("Equipment Listing"). You agree to fully, completely and accurately disclose to IronPlanet all information relating to the Equipment of which you are aware. Any information (including brand name or other indication of origin or manufacture) that you provide related to the Equipment must be complete and accurate, and you shall be responsible for any inaccuracies, errors or omissions. Equipment Listings on the Marketplace may not include links to or a description of other items that you may have for sale outside of the Marketplace. For Equipment Listings with IronPlanet Limited and IronPlanet UK Limited, it is your obligation to provide a valid CE Certificate to certify the item as required under the Machinery Directive 2006/42/EC (as amended) and other applicable legislation. All costs of certifying and upgrading imported equipment as required by the Machinery Directive will be the responsibility of Buyer. 3. INSPECTIONS; RESTRICTIONS ON USE 3.1. Equipment Inspections. For all requested inspections, you agree to permit IronPlanet and/or its authorized representatives to test and inspect each piece of Equipment at a time and place specified in the listing agreement or as otherwise mutually agreed. IronPlanet shall produce an inspection report ("Inspection Report") for each piece of Equipment inspected by IronPlanet. IronPlanet inspections are solely for the purpose of reporting on the visible condition of the Equipment's major systems and attachments. IronPlanet inspections are NOT intended to detect latent or hidden defects or conditions that could only be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques. Your failure to properly maintain the Equipment from the date of inspection until its removal from your location by Buyer will void the inspection. If you alter or perform repairs or other maintenance to the Equipment after the inspection, another inspection will be required, and you will be subject to a Re-inspection Fee. 3.2. Ownership of Inspection Report. The Inspection Report is the sole and exclusive property of IronPlanet. Except as expressly stated, nothing in this Agreement shall be deemed to grant to any other party, by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in the Inspection Report. You cannot use the Inspection Report for any other purpose without the prior written approval from IronPlanet. 3.3. Restrictions on Use of Equipment. From the time you provide Listing Details to the IronPlanet Marketplace or an inspection is performed by IronPlanet until the Equipment is removed from its location by or on behalf of Buyer following conclusion of a Purchase Contract, you may not operate, lease, rent, modify or alter the Equipment. In addition to any other rights and remedies that IronPlanet may have, a breach of this provision prior to the conclusion of a Purchase Contract for the Equipment may result in either of the following: (a) IronPlanet may remove the Equipment from the Marketplace and charge you a Removal Charge; or (b) IronPlanet may continue with the listing in which case if the Equipment was inspected previously by IronPlanet, you must have the Equipment re-inspected and pay IronPlanet a Re-Inspection Fee. If the Equipment was not inspected, you must supply updated Listing Details to IronPlanet and pay IronPlanet an additional Listing Fee. In the event of a breach of this provision is determined by IronPlanet in its reasonable discretion and the Equipment has been sold by a Purchase Contract, the transaction is subject to cancellation and you will be charged a Seller Default Charge in addition to reimbursement of transportation and other costs incurred by Buyer. 4. LIENS 4.1. Disclosure of Liens. You are responsible for making full disclosure to potential Buyers of all liens, adverse claims and other title encumbrances and third party interests that may exist on or pertain to your Equipment. You will at your own cost and expense warrant and defend title to the Equipment on behalf of the Buyer, its successors and assigns, against the claims and demands of all persons. If your net proceeds from the sale of Equipment listed on the Marketplace are insufficient to discharge creditor claims on the Equipment, you are fully responsible for paying the outstanding debt balance immediately upon demand by IronPlanet. 4.2. Government Liens. If any government body, including but not limited to tax administrations, the U.S. Small Business Administration or any other governmental entity, holds a lien or encumbrance on the Equipment, then you shall be responsible for the payment of any independent equipment appraisals and documentation fees required to release such liens. You acknowledge and agree, and hereby authorize, that IronPlanet may, in its discretion, pay for such appraisals and documentation fees and deduct the amount from the proceeds due to you. If the net proceeds due to you are insufficient to pay the fees, you agree to promptly pay IronPlanet upon receipt of an invoice for the fees. 5. FEES AND PAYMENT 5.1. Fees. The commissions and fees payable to IronPlanet in consideration for using the Marketplace to list and advertise Equipment for sale are set forth in the listing agreement. IronPlanet's standard Fee Schedule is detailed in Schedule 1. Seller may request any of the services outlined in Schedule 1 in association with the sale of Equipment and agrees to pay all fees due for services completed. The cost of the services will be deducted from amounts otherwise due Seller when available. Otherwise, service fees will be invoiced directly to Seller. IronPlanet may change its fees from time to time, in its sole discretion, with or without notice to you, but no such change shall apply retroactively to Equipment already subject to a listing agreement. It is your responsibility to check all applicable fees prior to entering into a listing agreement. 5.2. Payment of Proceeds. After the Purchase Contract is concluded between you and Buyer, the IronPlanet Marketplace will generate a third party invoice that is issued to Buyer on your behalf. Buyer is responsible for paying you the purchase price for the Equipment upon conclusion of a Purchase Contract, and you hereby instruct IronPlanet to facilitate receipt of the purchase price. Further, you hereby grant IronPlanet the right, in its own name, to enforce your right to payment. You agree that no monies shall be payable to you until paid by the Buyer. Once received by IronPlanet, any monies due to you, net of any commissions and fees due IronPlanet as detailed in this Agreement, shall be disbursed within fifteen (15) business days after conclusion of the Purchase Contract. You hereby consent to IronPlanet's right to offset any other commissions and fees specified in this Agreement or that result from additional services requested by you, with any remainder to be paid within fifteen (15) days following receipt of an invoice. You acknowledge that Buyers may fail to perform or pay on a timely basis and that IronPlanet shall not have any liability to you for any act or omission of Buyers. 5.3. Taxes. You shall be responsible for the payment of any tax or duty that is your responsibility as a seller of the Equipment. 5.4. VAT. This section shall only apply to Purchase Contracts concluded through IronPlanet Limited or IronPlanet UK Limited. All bids and offers must be net of any VAT imposed with respect to the sale or purchase transaction. Buyers are liable for all such taxes for all purchases. The amount of the successful bid for Equipment shall be exclusive of VAT, and the price payable by the successful Buyer shall be increased by the VAT chargeable to Buyer for such Equipment. In addition, all commissions, fees and other amounts payable to IronPlanet arising pursuant to this Agreement are calculated without regard to VAT, and the amount payable by Buyer shall be increased by the relevant amount of VAT that may be chargeable. To list and advertise Equipment for sale on the Marketplace, even if you would otherwise be entitled to raise a VAT invoice addressed to Buyer for the purchase of Equipment, you agree not to raise such an invoice and instead to accept a VAT invoice raised promptly by IronPlanet on your behalf after conclusion of the Purchase Contract. The invoice will be issued to Buyer after you have reviewed and approved the invoice by means of an automated process. IronPlanet is acting as a payment processor only, and you are responsible for ensuring that the correct VAT rate is applied and any VAT that is due for the purchase of the Equipment under the Purchase Contract. You are required to enter your VAT registration number on becoming a registered user of the IronPlanet Marketplace, and you shall immediately notify IronPlanet if that number ceases to be valid for any reason. You shall indemnify IronPlanet and its affiliates, officers, directors, agents and employees against any tax, cost or expense relating to your and/or Buyer's failure to satisfy any VAT chargeable in relation to a Purchase Contract. For the purposes of these Seller Terms, "VAT" means value added tax as provided for in the EU VAT Directive 2006/112/EEC or similar tax in countries outside the EU. 6. YOUR OPTIONS AFTER BUYER DEFAULT. If the Buyer fails to pay in accordance with the Purchase Contract, the Buyer is considered to be in default. In the event of a Buyer default, you may at your own risk and account rescind the Purchase Contract with Buyer after which you may elect any one of the following options: 6.1. Offer Equipment to Second Highest Bidder. If there was more than one bidder for the defaulted Equipment, you may elect to offer the Equipment to the second highest bidder. If the second highest bidder accepts, a Purchase Contract for the Equipment will be concluded by the Marketplace, and you will receive proceeds based on that second bidder's highest bid, less any applicable commissions and fees payable to IronPlanet; 6.2. Re-list the Equipment. You may elect to relist the Equipment in a subsequent online listing within thirty (30) days of the Buyer default without incurring an additional Listing Fee. In such case, all other terms and conditions continue to apply; or 6.3. Withdraw the Equipment. You may elect, without penalty, to withdraw the Equipment from listing on the Marketplace. 7. REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (a) no Equipment shall be fraudulent, stolen or counterfeit, (b) you are duly authorized to enter into the listing agreement, (c) you are solvent and have not made any assignment, proposal or other proceeding for the benefit of your creditors, and (d) you own all right, title and interest in and to the Equipment and the Equipment is free and clear of all liens or other encumbrances, except as otherwise disclosed by you to IronPlanet in writing. 8. INDEMNIFICATION. You agree to indemnify and hold harmless IronPlanet, its affiliated companies and their respective officers, directors, employees, agents, successors and assigns ("Indemnified Parties") from and against any claim or demand (including reasonable attorneys' and experts' fees and costs) made by any third party due to or arising out of your breach of this Agreement, your improper use of the Marketplace, or your violation of any law or the rights of a third party. IronPlanet shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that IronPlanet, at its option and expense, may participate and appear on equal footing with you. You shall not settle any claim or demand without the written consent of the indemnified parties, with such consent not to be unreasonably withheld or delayed. 9. DISCLAIMER; LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MARKETPLACE PROVIDED BY OR THROUGH IRONPLANET IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IRONPLANET BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF REVENUE, PROFITS, OR BUSINESS, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF IRONPLANET OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. LEGAL DISPUTES 10.1. Contracting Entity. Unless otherwise indicated in a global agreement with IronPlanet, if the origin of your Equipment is in the United States or in other areas not otherwise outlined below, you are contracting with IronPlanet, Inc. (the "Contracting Entity") and transacting in U.S. Dollars. Otherwise, the Contracting Entity is as outlined below:
10.2. Governing Law; Jurisdiction and Venue. For disputes between you and IronPlanet, Inc., this Agreement shall be governed by the laws of the State of Washington. For disputes between you and IronPlanet Canada Ltd., this Agreement shall be governed by the laws of the Province of British Columbia. For disputes between you and IronPlanet Limited, this Agreement shall be governed by the laws of Ireland. For disputes between you and IronPlanet UK Limited, this Agreement shall be governed by the laws of England and Wales. In all cases, this Agreement shall be governed by the laws of the jurisdiction noted above without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if you are located in the United States, the Uniform Computer Information Transactions Act, do not apply. Any action against IronPlanet arising from or relating to this Agreement or any sale or consignment hereunder shall be commenced in the following courts and you irrevocably consent to the exclusive jurisdiction of such courts, as follows: (a) a state or federal court in King County, Washington if IronPlanet, Inc. is the party, (b) a Provincial or Supreme Court in New Westminster, British Columbia if IronPlanet Canada Ltd. is the party, (c) in the courts located in Dublin, Ireland if IronPlanet Limited is the party, and (d) in the courts of England and Wales if IronPlanet UK Limited is a party. 10.3. English Controlling Language. All performance under this Agreement and the resolution of disputes shall be conducted in the English language. If a translation of this Agreement into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this Agreement is provided to you in a language other than English, IronPlanet does so solely for your convenience. 10.4. Limitation Period. YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DISPUTE AROSE, AND IF NOT COMMENCED TIMELY SHALL BE PERMANENTLY BARRED. 10.5. Improperly Filed Legal Disputes. Any claims that are filed or brought contrary to this Agreement shall be improperly filed and of no force and effect. 11. TERMINATION, RESCISSION AND DEFAULT. IronPlanet shall have the right, in its sole discretion, to terminate this Agreement in whole or in part in the event (a) there are liens, encumbrances or adverse claims on or to any Equipment in addition to those that are listed in the listing agreement, (b) your net proceeds are insufficient to discharge creditor claims and pay IronPlanet's fees after title is cleared, (c) your lien holders are unwilling to release liens and/or allow Equipment to be listed for sale, (d) you are in breach of the Agreement, (e) you have provided inaccurate, fraudulent, outdated or incomplete information during the registration or Listing process or thereafter, (f) you have violated applicable laws, regulations or third party rights, (g) IronPlanet believes in good faith that such action is reasonably necessary to protect the safety or property of other customers, IronPlanet personnel or third parties, or (h) for fraud prevention, risk assessment, security or investigation purposes. In the event of such termination, in addition to any other remedies available to IronPlanet, you shall pay IronPlanet (a) 25% of the estimated market value of Equipment, (b) the Listing Fee and (c) any costs incurred by IronPlanet. 12. AMENDMENT OF SELLER TERMS. IronPlanet may modify, add or remove any portion of the Seller Terms from time to time, in its sole discretion, with or without notice to you, by posting such changes on the Marketplace. Once posted such changes shall come into full force and effect; however no change in commissions and fees payable to IronPlanet in consideration for using the Marketplace shall apply retroactively to Equipment already subject to a listing agreement. In addition to other forms of acceptance, use of the Marketplace constitutes acceptance of these Seller Terms, including continued use after such changes are posted. It is your responsibility to check periodically for changes to Seller Terms. 13. NOTICES. Any notice to IronPlanet Limited or IronPlanet UK Limited must be in writing and must be sent via email to EuropeCare@ironplanet.com and by registered mail or overnight courier to IronPlanet Limited or IronPlanet UK Limited, c/o IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to IronPlanet, Inc. or IronPlanet Canada Ltd. must be in writing and must be sent via email to CustomerCare@ironplanet.com and by registered mail or overnight courier to IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Notice to you must be in writing and shall be sent to the address provided by you in the listing agreement. Notice shall be deemed to have been given upon three (3) business days after posting by registered mail or one (1) day after delivery to an overnight courier. If you change your address, you are responsible for providing an updated address to IronPlanet. 14. PRIVACY. IronPlanet's Privacy Statement, located at http://www.govplanet.com/main/privacy.jsp, is hereby incorporated by reference. By entering into this Agreement, you are consenting to have your personal data transferred to and processed in the United States.
15. GENERAL. This Agreement contains the entire agreement of the parties and supersedes all previous communications, representations, understandings and agreements, either oral or written, between us. In the event of a conflict between the Seller Terms and the listing agreement, the listing agreement shall control. This Agreement supersedes and replaces the terms in any Seller purchase order or other ordering document, and such documents shall be of no force or effect. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by either party to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by this Agreement. You may not assign or transfer this Agreement or your obligations hereunder in whole or in part, whether by operation of law or otherwise, without IronPlanet's prior written consent. In the event of a permitted transfer, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for IronPlanet to assign this Agreement, you hereby appoint the officers of IronPlanet as your attorney-in-fact to execute all documents necessary to effect such novation. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of this Agreement. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.
Revised June 1, 2016 Surplus Terms and ConditionsThese Surplus Terms and Conditions pertain to the sale of usable surplus assets for the U.S. Defense Logistics Agency ("DLA") Disposition Services, other agencies of the U.S. Government and their Contractors (collectively, the "U.S. Government") and other persons or organizations selling property consistent with our DLA Disposition Services offerings. The Surplus Terms and Conditions were last revised on June 1, 2016. 1. END-USE CERTIFICATES (EUC) (DLA FORM-1822) IRONPLANET WILL NOT SELL ANY DEMIL F OR Q PROPERTY WITHOUT AN APPROVED END-USE CERTIFICATE. When an END-USE-CERTIFICATE (EUC) is required to complete the transaction, no property will be released or removed until all certificates are filed and the property has been cleared for release. There will be no exceptions or exclusions to this requirement. The edition of the EUC, DLA Form-1822, provided online is the ONLY valid form accepted for this sales event. Once it is determined that you are the high bidder, after the sale close date, the following deadlines apply: You will have seven business days from the sale closing date to submit a completed EUC. If revisions to the EUC are necessary, you will have an additional five business days to make revisions and submit an EUC capable of being accepted by IronPlanet or the DLA Office of Criminal Investigations Trade Security Control ("TSC") Office, whichever will be reviewing the EUC. Buyers who have not submitted an acceptable EUC (DLA Form-1822) within 12 business days will have their winning bids voided and liquidated damages assessed equal to the greater of 25% of the winning bid or thirty dollars ($30). The requirement that the EUC be complete, correct and legible is your obligation. We do not control the amount of time required for approval or the final decision to allow or disallow the release of the property to the individuals completing and filing the EUC. Prospective Buyers of property originating from the DLA Disposition Services or the U.S. Government are notified that property sold is subject to Demil Code changes as imposed by the DLA Disposition Services or the U.S. Government. If an item's Demil status changes to "F" or "Q", you agree to complete a DLA Form-1822 when informed of the change, and if requested by the U.S. Government. Buyers will be notified in writing, with an explanation of the sale/lot/item in question, and a copy of the End-Use Certificate will be provided for completion. This becomes a condition of sale. Sales of DLA Disposition Services origin property for which EUCs have not been approved by TSC within 60 days of submission will be canceled by IronPlanet at our sole discretion without liquidated damages to the Buyer. 2. THE PROPERTY 2.1. Demilitarization as a Condition of Sale ("DCS") Property. Demilitarization as a Condition of Sale ("DCS") property are items that must be demilitarized pursuant to applicable Department of Defense regulations before title to the residue can pass to the Buyer. We will advise you of the demilitarization procedures for DCS property offered for sale on this website. Demilitarization will be effected by melting, popping, crushing, deforming, or otherwise mutilating the property so as to completely destroy its military purposes. The use of precision torch fixtures, saws, tools of any kind to minimize mutilation or demilitarization is forbidden. Buyers of DCS property are subject to surveillance and verification by the Department of Defense. Failure to perform the required demilitarization within 30 days of property removal may result in the Buyer being referred to the Defense Logistics Agency ("DLA") Office of Criminal Investigations ("DCIA") or other appropriate enforcement authorities, as well as the suspension of bidding privileges with us. You represent that only U.S. persons (U.S. citizens or legal permanent residents) will perform or have access to the demilitarization procedures communicated by IronPlanet. 2.2. Demil Code Changes; Return of Restricted Property. In the event that DLA Disposition Services changes a Demil Code or determines that an item offered for sale by IronPlanet may not be sold, or must be sold with restrictions, IronPlanet may withdraw the item from sale or place additional restrictions on the sale at any time prior to the removal of the item by the Buyer. The Buyer will be limited in remedy to a refund of the purchase price and cancellation of the sale. Items sold by us, which are subsequently changed to a Demil Code status determined to be restricted by DLA Disposition Services or the U.S. Government, must be returned by you to the nearest DLA Disposition Services facility or other U.S. Government facility (if not originating from DLA), and you will be reimbursed for the purchase price and any documented transportation costs incurred by you. If you have already transferred the property to another party, you agree to provide the name and contact information of that party to the Department of Defense or other federal government agency charged with the investigation of the transfer or recovery of the property. Your failure to cooperate in returning these items, providing contact information of transferees or completing and submitting End-Use Certificates upon any Demil Code change may constitute grounds for suspension of your account and prohibition from bidding in future IronPlanet or U.S. Government sales, and we reserve the right to suspend your participation without providing you any additional notice or warning. In the event that a Buyer is requested to return property subsequently determined by the DLA Disposition Services or the U.S. Government to be restricted, Buyer understands that any certification to IronPlanet regarding what has been returned will be forwarded to the Government and be the basis for determining any refund due the Buyer. If you falsely claim a refund for property you have not returned to DLA Disposition Services or the U.S. Government, you may be liable under the False Claims Act, 18 U.S.C. §287. Included with the request to return property, you will receive contact information for Fast Track Logistics, who will be responsible for returning the property to the Government at no cost to the Buyer. You agree to cooperate with DLA Disposition Services and the U.S. Government in the recovery of property that was sold to you, which is later determined to have been restricted, and understand that if you fail to do so you will be deemed by the DLA Disposition Services or the U.S. Government to be "uncooperative" and may be denied access to future sales events at the discretion of the DLA Disposition Services or the U.S. Government. 2.3. Hazardous Components or Constituents. Certain property may have components, parts, constituents or ingredients that may be corrosive, reactive, ignitable or exhibit other hazardous or toxic properties. You are cautioned to use and ultimately dispose of any hazardous components or constituents according to all applicable local, national or international laws and regulations in a manner safe for the public and the environment. Certain pieces of property may contain residual chemicals, friable asbestos, petroleum products and ozone depleting substances or other hazards. You acknowledge and agree that we are not responsible for providing documentation or certification regarding the identification or status of these substances. Certain pieces of property have design features that may be hazardous if warning labels are not heeded. 3. REMOVAL OF PROPERTY You understand and agree that the DLA Disposition Services reserves the right to withdraw any and all property offered for sale up to the time the property is removed. If this occurs, IronPlanet's liability is limited to return of the purchase price paid for the lot. IronPlanet has no liability for specific performance, incidental or consequential damages. You are responsible for rigging, loading, securing and transporting purchased property, including all costs and risks associated with removal. Please note that IronPlanet does not package items prior to pickup. Buyers need to make arrangements for packing of purchased items with a packing and shipping store, or other suitable vendor. Where IronPlanet indicates the property must be loaded by the Buyer, you must provide all material handling equipment and properly trained and certified operators to operate said equipment. Additionally, you must provide proof of adequate general liability insurance, and proof of worker's compensation insurance. IronPlanet and the DLA Disposition Services must be listed as additional insured on the general liability insurance. Your employees or agents are responsible for compliance with all federal, state, local and host installation (the military installation where the property is located) environmental, safety and health regulations while operating equipment on the site. In the event IronPlanet/DLA Disposition Services extends the removal period to accommodate your needs, you understand and accept that any liability and risk of loss does not rest with IronPlanet or the DLA Disposition Services, but is at your own risk. Buyer certifies that Buyer maintains the minimum legally required workers compensation insurance on any employees performing work for Buyer at any government facility. You are responsible for any damages to property, including spills or releases of hazardous substances, which might occur during the removal process. Failure by you or your agent to clean up any releases or to repair any damages may result in your being banned from future participation in IronPlanet sales, and you may be reported to the appropriate authorities. Either you or your agent will be required to sign for all material in the presence of an IronPlanet representative (unless otherwise approved by an authorized IronPlanet agent) prior to removing property. 4. TRANSFER OF TITLE 4.1. Timing of Transfer of Title. Unless property is being sold with a requirement for demilitarization or other destructive scrapping, title will transfer to you upon removal of the entire lot from the military installation. Title to property that requires demilitarization as a condition of sale (DCS) or that requires some other form of destructive scrapping will not pass to you until the demilitarization or destructive scrapping has been completed and evidence of completion has been provided to us. Under no circumstances will title to any property pass to the buyer until payment in full has been made to IronPlanet. 4.2. Transfer of Title to Vehicles. If requested, IronPlanet will supply a SF97 to customers under the following conditions: The vehicle must have been sold in a "usable" property sale. There is a processing fee of $50, £50 or €50, depending on where the item is purchased, for EACH SF97 requested. Customers that purchase items located in the United States and that request a state certificate of title or duplicate state certificate of title will be charged $50. In addition, IronPlanet will charge a document preparation fee of $100 for each state certificate of title or duplicate state certificate of title.
Revised June 1, 2017 IronPlanet Privacy StatementIronPlanet (hereinafter referred to as "IronPlanet" or "we") is committed to protecting your privacy. To help you understand how we collect, use and share information about you, we encourage you to read this Privacy Statement, which applies to your use of the IronPlanet web site(s) operated by IronPlanet (e.g., www.ironplanet.com, eu.ironplanet.com, www.truckplanet.com, www.govplanet.com, and www.catauctions.com), and any website on which this Privacy Statement appears, along with any emails that we send to you, and any mobile applications that we provide to you, including the "IronPlanet" mobile app (together the "IronPlanet Sites" or the "Sites"). This Privacy Statement describes:
1. The Information IronPlanet Collects IronPlanet gathers information from you in two ways: (1) information you provide during voluntary registration and related to Equipment listings, (2) information passively
collected through technologies such as cookies, web beacons, and server log files. We refer to both types of information as "Information" in this Privacy Statement. Information You Provide. When you register with IronPlanet and/or wish to use the IronPlanet Sites, we may ask for certain personal information, such as your name, address, and email address. Other specific services that may be offered to you by IronPlanet from time to time may have additional registration requirements and so may require you to provide additional information. These include payment or shipping information or other contact information. Information Collected Automatically. We also collect information about you, your browser or your device (and how you interact with them or with the IronPlanet Sites), when you access the IronPlanet Sites, using automated means such as cookies, web server logs, web beacons and JavaScript. Those technologies and the data they collect include the following:
2. How the Information is Used Our primary purpose in obtaining your information is to provide you with the IronPlanet services as efficiently as possible and communicate with you in various ways. For
example, IronPlanet uses your personal information to identify you as a customer, to set up and administer your account, to take, process, and deliver your bids for Equipment, to
process or obtain payment of your orders, and to provide you with effective customer service and/or technical support. More specifically, we may use the information you provide
directly to us and information collected by automated means for a number of purposes, including to:
E-mail. If you register with the IronPlanet Sites, from time to time, we may email you with informative messages about our services or third party products
and services we believe may be of interest to you. If you do not want to receive these types of emails please let IronPlanet know by email to
Privacy@ironplanet.com. IronPlanet also provides opt-out information in all marketing communications via an "unsubscribe" link in
communication emails. This link directly unsubscribes you from any further communications from us that are unrelated to a service we are providing or are required to provide to you.
Please note that it may take us some time to process your requests, consistent with applicable law. Note that you do not have the ability to opt-out of non-marketing communications
that we send you in connection with the use of our services, such as when you have engaged in transactions with us.
Web Analytics. We sometimes use third-party Web analytics services on the IronPlanet Sites, such as those of Google Analytics. These service providers use cookies and
other technology (as described in the "Information Collected Automatically" section) to help us analyze how users use the Sites. The information collected by such technology
(including, where applicable, your IP address) will be disclosed to or collected directly by these service providers. Learn about Google Analytics and its opt-out
choices here.
Ad Targeting. When you visit or log in to the Sites or interact with our Services (such as when you open or respond to an email we send you), data may be collected for use in
providing advertising tailored to your individual interests on other websites and online services. You have choices as to whether to have your information collected for that purpose.
We participate in advertising services administered by third parties. The ad services may track your online activities over time by collecting information through automated means,
including through the use of the automated technologies described above. They may use this information to show you advertisements for IronPlanet or others that are tailored to your
individual interests or characteristics and/or based on prior visits to the IronPlanet Sites. We and third-party vendors may use first-party cookies and third-party cookies together,
as well as other automated means and the data collected through such means (i) to inform, optimize, and serve ads (including ads based on past visits to the IronPlanet Sites) and
(ii) to report on our ad impressions, other uses of ad services, and interactions with these ad impressions and ad services or emails you receive (including how they are related to
visits to the IronPlanet Sites). To learn more about interest-based advertising generally, including how to opt out from the targeting of interest-based ads by most ad service providers
and platforms, please click here.
Anonymous or De-Identified Data. IronPlanet may anonymize and/or de-identify information collected by the IronPlanet Sites or via other means so that
the information does not identify you. Notwithstanding any other provision in this Privacy Statement, IronPlanet's use and disclosure of aggregated and/or de-identified
information is not subject to any restrictions under this Privacy Statement, and we may disclose it to others without limitation for any purpose. 3. Information Sharing: How and With Whom We Share the Information
4. Miscellaneous Policies and Information Your Rights to Access and Review Certain of the Information that We Hold About You.
Your California Privacy Rights:
California Do Not Track Policy
Security of Information
Public Disclosure of Data
Notice to Non-U.S. Users
5. Contact Information Last Revised: January 30, 2017 Abandonment PolicyIronPlanet provides this Abandonment Policy to inform you of our policies and procedures with respect to its Marketplaces regarding Equipment that has not been removed by Buyers in a timely manner after availability of the Item Release. This policy applies unless a more specific policy or contractual agreement has been established. IronPlanet may deem a Buyer's failure to claim and remove Equipment within sixty (60) calendar days following availability of the Item Release to be evidence of Buyer's intention to abandon the Buyer's Equipment. In these instances, IronPlanet may take action that is adverse to Buyer's interest in the Equipment, including, but not limited to, steps to dispose of the Equipment on the Buyer's behalf. Disposition of the Equipment may include a variety of approaches and IronPlanet will determine the appropriate disposition approach which may include:
*If a Buyer has not removed the Equipment from its existing location within eight (8) business days after availability of the Item Release, the Buyer will be responsible for paying any and all storage fees levied on the Equipment. The maximum storage fees allowed to be levied on Equipment sold through an IronPlanet Marketplace will be 25.00 (USD, CAD, EUR, or GBP) per day, beginning on the 9th day after availability of the Item Release, with the total amount not to exceed 1,500.00 (USD, CAD, EUR, or GBP). Revised January 30, 2017 IronClad Assurance PolicyIronPlanet provides this IronClad Assurance® Policy to inform you of our policies and procedures regarding Equipment that has been inspected by IronPlanet and received the IronClad Assurance certification.
IronClad Assurance. Under the IronClad Assurance inspection certification program, if you discover that a piece of Equipment purchased by you is not substantially in the condition as represented in the Inspection Report and you are within the Eligible Dispute Period specified below, you may contact IronPlanet Customer Care and submit a written dispute ("Dispute Claim") to IronPlanet. To be considered, the Dispute Claim must be (a) in writing, (b) within the Eligible Dispute Period, (c) delivered to IronPlanet as specified herein, and (d) satisfy the Dispute Conditions below. A deductible in the amount of USD/CAD/EUR 750.00 will be applied to any settlement of a Dispute Claim. Eligible Dispute Period. For a Dispute Claim to be considered, without penalty, you must review the Equipment and submit a Dispute Claim prior to the first occurrence of any of the following:
A Dispute Claim will be considered subject to a penalty (equal to 50% of the final dispute resolution value) if submitted after the first occurrence of any aforementioned period and prior to the twenty-first (21st) business day after the date of the sale. You may elect to waive any resolution and resell the item through an IronPlanet auction at the cost of the deductible (Equipment must be located in a country IronPlanet is authorized to sell from and all Dispute Conditions listed below must be satisfied). Any Dispute Claim submitted after the twenty-first (21st) business day will not be considered, with or without penalty. At the time of Export and/or Disassembly (as defined above) you forfeit your right to any unresolved Dispute Claim on the Equipment and any future Dispute Claim will not be considered with or without penalty (unless IronPlanet has provided their written consent). You may elect to resell the item through an IronPlanet auction at the cost of the deductible (Equipment must be located in a country IronPlanet is authorized to sell from and Dispute Conditions listed below must be satisfied). Dispute Conditions. Dispute Claims are subject to the following conditions:
Adjudication of Equipment and Dispute Claims. IronPlanet shall be solely responsible for the review and adjudication of any Dispute Claims. All determinations made by IronPlanet shall be final. In the event of a refund to Buyer relating to a Dispute Claim, IronPlanet shall remit all funds in the manner in which Buyer submitted payment (i.e., wire transfer to Buyer's account or refund on Buyer's credit card).
Revised April 4, 2017 IronPlanet SMS Terms and ConditionsOpting In to Text Alerts, you authorize IronPlanet to use autodialer or non-autodialer technology to send text messages to the mobile phone number associated with your Opt-In. You authorize IronPlanet to include marketing content in any such messages. You do not have to Opt In or agree to Opt In as a condition of purchase.
Opting In
After Opting In, in addition to the main messages the service offers, you may receive one or more welcome messages or administrative messages, such as (in some cases) a request to confirm your Opt-In.
You consent to the handling of your information as described in the IronPlanet Privacy Statement . To contact IronPlanet customer service, call 1-888-433-5426.
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Revised June 1, 2017 Site Usage Terms and ConditionsThe following Site Usage Terms and Conditions ("Site Usage Terms") establish the terms of your use of IronPlanet's sites and services (e.g., www.ironplanet.com, eu.ironplanet.com, www.truckplanet.com, www.govplanet.com, www.catauctions.com and any third party marketplace, as well as on-site events to be held by an IronPlanet company or affiliate) (together, the "Site"). If you ("User") are located within the European Union, Middle-East and Africa, you are contracting with IronPlanet Limited, an entity organized under the laws of Ireland or IronPlanet UK Limited an entity organized under the laws of England and Wales. If you are located in Canada, you are contracting with IronPlanet Canada Ltd., a corporation organized under the laws of the Province of Alberta, Canada. In the United States and for all other areas not otherwise mentioned above, you are contracting with IronPlanet, Inc., a Delaware corporation. In each case, the respective entity to which you are contracting shall be referred to as "we" or "IronPlanet". The Site Usage Terms were last revised on June 1, 2017. 1. CAPACITY TO CONTRACT. The Site is available only to individuals acting in a professional capacity (non-consumers) If you are acting on behalf of another person or entity, you represent and warrant that such person or entity has authorized you to act and enter into legally binding contracts on its or his/her behalf. Without limiting the foregoing, (i) minors in any jurisdiction, (ii) consumers that reside in one of countries of the European Union and (iii) individuals who have been suspended from the Site may not use the Site. For Sellers in one of the countries in the European Union, the Site may only be used by commercial (non-consumer) parties, who have a valid VAT ID number that is verifiable through the EU Commission's VIES database (accessible via the following web link: http://ec.europa.eu/taxation_customs/vies/vatResponse.html) 2. REGISTRATION. Registration is required to use certain features of the Site. IronPlanet reserves the right, in its sole discretion, to disapprove of any request to become a registered user (a "Registered User") and to suspend or terminate your authorization to use the Site for any reason. By registering with the Site, you agree to comply with these Site Usage Terms and Conditions and, when buying or selling equipment through the Site, with the Buyer Terms and Conditions and Seller Terms and Conditions, respectively. You represent and warrant that (i) all information provided to IronPlanet is accurate and complete and (ii) you will update such information so that it is kept current, accurate and complete at all times. You acknowledge and accept that IronPlanet may contact you using the contact information you provide during registration and that you may incur wireless charges, depending upon the method of communication, which are your sole responsibility. IronPlanet reserves the right, in its sole discretion, to disapprove of any application to list Equipment and to suspend or terminate your authorization to use the Site at any time and for any reason, with or without cause. 3. LOGIN ID, PASSWORD, SECURITY. You are solely responsible for protecting the confidentiality of your login ID and password and are responsible for all use of your Site account. You agree to notify IronPlanet immediately of any unauthorized use of any login ID and/or password or any other breach of security regarding the Site. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. 4. USER RESPONSIBILITIES. You agree to comply with all applicable laws and regulations regarding your use of the Site. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots", "spiders", "offline readers", etc., to access the Site in a manner that sends more request messages to IronPlanet's servers than a human can reasonably produce in the same period of time by using a conventional online web browser; (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (iv) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through the Site; (vi) collecting or harvesting any personally identifiable information, including account names, from the Site; (vii) using the Site for any commercial solicitation purposes; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; or (ix) bypassing the measures we may use to prevent or restrict access to the Services. 5. USER INFORMATION AND PRIVACY STATEMENT. IronPlanet has made a commitment to protect the confidentiality and privacy of your personally identifiable information. Please see IronPlanet's Privacy Statement, located at http://www.govplanet.com/main/privacy.jsp and incorporated herein by reference, for more information about our collection, use and protection of your personal information. By using the Site, you are specifically consenting and agreeing to IronPlanet's Privacy Statement and, if you're located in the European Union, you expressly consent that IronPlanet may transfer, process and store your personal data within and without the European Union. 6. THIRD PARTY LINKS. The Site may contain links to third-party websites, advertisers, or services that are not owned or controlled by IronPlanet. Where IronPlanet provides such third-party links, no representations or endorsements are made in connection with such sites. IronPlanet has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. If you access a third-party website from the Site, you do so at your own risk, and you understand that these Site Usage Terms and IronPlanet's Privacy Statement do not apply to your use of such sites. You expressly relieve IronPlanet from any and all liability arising from your use of any third-party website or services or third-party owned content. Additionally, your dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that IronPlanet shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the Site, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. 7. MODIFICATION AND AVAILABILITY. IronPlanet may, at any time, delete, modify or supplement the content of this Site without prior notice. IronPlanet reserves the right, for any reason, at its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, features or hours of availability. IronPlanet may also impose limits on certain features of the Site or restrict your access to all or part of the Site without notice or penalty. 8. MONITORING. You agree that IronPlanet has the right, but not the obligation, to monitor at any time, for any reason at its sole discretion, all material and content on the Site and usage of the Site. 9. SERVICE AVAILABILITY. IronPlanet makes reasonable commercial efforts to make its Services and Site available. However, IronPlanet is not responsible for any service interruptions, including, but not limited to, interruptions that may affect the receipt, processing and acceptance of bids or other aspects of an Advertisement. 10. SECURITY. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. 11. COPYRIGHT AND TRADEMARKS. The trademarks, trade names, designs and all material contained on this Site or through other Services, including all portions of the website, content, site design, text, graphics, and all intellectual property rights thereto are the sole and exclusive property of IronPlanet or its licensors. The use of any such property for any other reason, on any other website, or the modification, distribution or republication of this material without the prior written permission from IronPlanet is strictly prohibited. 12. TERMINATION. Without limiting any other remedies, IronPlanet shall have the right to terminate your access to the Site and features to which you may have registered at any time, without notice, in IronPlanet's sole discretion for any reason, including, without limitation, if we determine that you have violated the Site. 13. DISCLAIMER; LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE AND SERVICES, PROVIDED BY OR THROUGH IRONPLANET ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND WHETHER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IRONPLANET BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF IRONPLANET OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. GOVERNING LAW. For users contracting with IronPlanet, Inc., these Site Usage Terms shall be governed by the laws of the State of Washington. For users contracting with IronPlanet Limited, these Site Usage Terms shall be governed by the laws of Ireland. For users contracting with IronPlanet Canada Ltd., these Site Usage Terms shall be governed by the laws of the Province of British Columbia. For users contracting with IronPlanet UK Limited, these Site Usage Terms shall be governed by the laws of England and Wales. In each case, the Site Usage Terms shall be governed by the laws of such jurisdiction without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if user is located in the United States, the Uniform Computer Information Transactions Act, do not apply. 15. AMENDMENT OF SITE TERMS. IronPlanet may, modify, add or remove any portion of the Site Usage Terms from time to time, in its sole discretion with or without notice to you, by posting such changes on the Site. Once posted such changes shall come into full force and effect. In addition to other forms of acceptance, use of the Site constitutes acceptance of these Site Usage Terms, including continued use after such changes are posted. It is your responsibility to check periodically for changes to the Site Usage Terms. 16. NOTICES. Any notice to IronPlanet Limited or IronPlanet UK Limited must be in writing and must be sent via email to EuropeCare@ironplanet.com and by registered mail or overnight courier to IronPlanet Limited, c/o IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to IronPlanet, Inc. or IronPlanet Canada Ltd. must be in writing and must be sent via email to CustomerCare@ironplanet.com and by registered mail or overnight courier to IronPlanet, Inc., 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, U.S.A, Attn: General Counsel. Any notice to you shall be given by email to the email address provided to you during registration as a Registered User, or as subsequently updated by you, or via posting on the Site, any of which you agree shall be sufficient notice to you. Notice shall be deemed to have been given to you upon twenty-four (24) hours after it has been sent or at the time the information was posted on the Site. If you change your email address, you are responsible for updating your account profile. 17. MISCELLANEOUS. If any provision of these Site Usage Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Site Usage Terms, and the remainder of these Site Usage Terms shall continue in full force and effect. The failure by IronPlanet to exercise or enforce any rights or provisions of these Site Usage Terms shall not constitute a waiver of such right or provision. All provisions in these Site Usage Terms regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of these Site Usage Terms. If a translation of these Site Usage Terms into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. If these Site Usage Terms are provided to you in a language other than English, IronPlanet does so solely for your convenience. These Site Usage Terms contain the entire agreement with respect to the use of the Site, and supersede all previous communications, representations, understandings and agreements, either oral or written, between us.
Copyright Policy IronPlanet respects the intellectual property of others, and we expect our users to do the same. IronPlanet may suspend and/or terminate listings and/or the accounts of users who infringe the rights of others. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Site, you should provide IronPlanet's copyright agent with the following information:
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