DirectBids Terms and Conditions Applicable To All Transactions
The following Terms and Conditions govern the relationship among DirectBids, LLC (“DirectBids”, “we,” or “us”) and all Sellers, Buyers, and website registrants and users, and the agents of each. “Buyer” means any person or entity that is a winning bidder in an auction or who otherwise has agreed to purchase a lot being sold on DirectBids. If you are using our Websites, services or tools on behalf of your employer or another third party, the term “you” or “User” in these Terms and Conditions includes that employer or third party, and you are agreeing to these Terms and Conditions on behalf of both yourself and that employer or third party.1. ACCEPTANCE OF TERMS
By consigning good for sale or using this website, you agree that the current version of the Terms and Conditions will apply.2. LIMITED LICENSE
We grant you a nonexclusive, limited, revocable license to access and make personal use of the Website www.directbids.com (the “Website”). We further grant you a limited, nonexclusive and revocable right to create a hyperlink to the home page of the Website so long as the link does not portray the Website, us, any seller or other party using the Website, or our or their respective affiliates or products or services in a false, misleading, derogatory, or otherwise offensive matter.3. USING THE WEBSITE
While using the Website or any associated services or tools, you will not, and the license granted above does not give you any rights to:
- violate any laws, third party rights or our policies;
- use our Websites, services or tools if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Websites, services or tools;
- fail to pay for lots on which you placed a winning bid;
- manipulate the price of any lot or listing or interfere with any listing;
- circumvent or manipulate our fee structure, the billing process, or fees owed to us;
- post false, inaccurate, misleading, defamatory or libelous content;
- transfer your user account to a third party without our consent;
- distribute viruses or any other technologies that might harm the Websites or their associated services or tools, or any other user;
- use any robot, spider, scraper or other automated means to access the Websites for any purpose without our express written permission;
- copy, modify, or distribute rights or contents from the Website or their associated services or tools, or any of our intellectual property; or
- harvest or otherwise collect information about users, including email addresses, without their consent.
Without limiting any other remedy, we may, in our sole discretion, limit, suspend or terminate any user's account or access to the Website, prohibit access to the Website, exclude a user from an auction, block registration, delay or remove any content, and take technical and legal steps to keep users from using the Website or its associated services or tools, if we believe that a user is creating problems or potential legal liabilities, infringing the intellectual property rights of third parties, or acting or threatening to act inconsistently with the letter or spirit of these Terms and Conditions or any other policy affecting the Website. We also reserve the right to cancel unconfirmed or inactive accounts, to exclude bids or offers, or to modify or discontinue the Website or any associated services or tools at any time and/or from time to time.5. TRADEMARKS
All logos or text displayed on the Websites containing the name or URL of the Website or any variation thereof are all trademarks or service marks of us or our licensors. All rights are reserved. These and other graphics, logos, service marks, trademarks and trade dress of us and our licensors used on the Websites may not be used without our or our licensors' prior written consent, as the case may be. Without limiting the foregoing, none of the Websites' trademark or trade dress may be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits us, the Websites, or our licensors. All use of and rights in trademarks of any third parties that appear on the Websites inure to the benefit of such third parties.6. REGISTRATION
Registration of each buyer is a prerequisite for submitting bids on DirectBids.com. By registering, you represent and warrant that all information provided in registration is true, accurate and complete. You further agree to inform us immediately inform of any changes to your registration information.
You must be at least 18 years of age to register as a user on the Website. You are prohibited from signing up using any person's name other than your own in your registration. To register as a buyer on the site, you must provide your name, phone number, email address, credit card payment information, and, if applicable, the name and address of the business on behalf of which you are acting. DirectBids.com reserves the right to reject any registration at its sole discretion for any reason or for no reason. By registering, the user represents and warrants that it is authorized to act on behalf of the stated business and that all identifying and contact details are true and accurate. Please make sure your mail reading program doesn't have filters enabled which would block email from our server. You will not be able to access the site without the information contained in your confirmation email.
Please make sure your mail reading program doesn't have filters enabled which would block email from our server. You will not be able to access the site without the information contained in your confirmation email.8. USER ACCOUNTS
Users are responsible for all actions taken under their account name and password and shall only use the Website using their own account. Users must keep their password safe, must not disclose their password to any other person, and must not permit any other person to utilize their account details. Users shall be obligated to complete all transactions that occur using that User's account, whether such transactions are authorized by that User or not.9. AUCTION BIDS AND TRANSFER OF TITLE
Users are responsible for all actions taken under their account name and password and shall only use the Website using their own account. Users must keep their password safe, must not disclose their password to any other person, and must not permit any other person to utilize their account details. Users shall be obligated to complete all transactions that occur using that User's account, whether such transactions are authorized by that User or not. If the invoices are not paid in full in accordance with its terms, we reserve the right to charge your credit card on file up to the full invoiced amount. If you are not prepared to purchase a lot, you must refrain from bidding. You agree to not issue or authorize any charge backs for purchases made on the DirectBids site. All inquiries or disputes regarding purchases must be made directly to DirectBids.
DirectBids does not hold title to property auctioned through our website. Rather, title to purchased goods passes directly from Seller to Buyer upon payment in full. Unless otherwise agreed by the seller and the buyer, applicable Texas law, including without limitation Texas Business and Commerce Code § 2.401, and Uniform Commercial Code § 2-401 apply to the transfer of ownership between the seller and the buyer.
DirectBids has no control over, and do not review or guarantee, the existence, quality, safety, or legality of lots advertised, the truth or accuracy of auction listings, the ability of sellers to sell lots, ownership or title of lots offered for sale, or that a seller actually will complete a transaction.
We do not become involved in disputes between buyers and sellers. If you have any concerns about an auction lot you have purchased, you agree to raise those concerns and make any claims with respect to such lot only with the seller. Regarding any such dispute, you release and promise never to sue DirectBids, our affiliates, subsidiaries, officers, directors, employees, and agents from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. A failure or inability to inspect property does not relieve a bidder of responsibility for payment and removal in accordance with an auction's stated terms. BY PROVIDING THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.10. WARRANTIES
You agree that you are making use of our Website, services and tools at your own risk, and that they are being made available to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the full extent permitted by applicable law, we expressly disclaim all express or implied warranties, including without limitation implied warranties of merchantability, fitness for a particular purposes and non-infringement.
All auction merchandise is sold "AS IS” and “WHERE IS" with all faults. All sales are FINAL.
Most lots offered for sale are used and may contain defects that are not immediately detectable. Although the information and descriptions contained in the auction descriptions are believed to be true and correct, we generally do not review such descriptions, and we assume no responsibility for and make no warranties regarding those descriptions. It is your responsibility and obligation to verify information and descriptions of property prior to placing a bid.
Any "distressed medical device" or “chemical laboratory apparatus” for auction in the State of Texas will be sold as mandated by Texas law, and you acknowledge and agree that additional terms and conditions may apply to your purchases of such lots. Further, to the extent that purchases and sales of any other types of lots are subject to additional terms and conditions required under Texas law, you agree to comply with all such conditions. We make no representation or warranty regarding the applicability of state laws to transfers of real estate or certificated vehicles or equipment, compliance of which is the sole responsibility of the buyer and the seller. We do not review auction listings to determine whether such additional terms and conditions may apply; it is your responsibility to determine whether or not you are eligible to purchase or own such lots, and what additional terms or conditions may apply to your purchase.11. REMOVAL REQUIREMENTS
All property must be removed from the auction by the hour and date stated on the invoice for each auction (the “Removal Deadline”) or by the scheduled appointment time. All removal is at the complete risk and expense of the bidder. Neither we nor the seller provides personnel for loading. Property becomes the full responsibility of the bidder upon being declared winner of the auction. Buyer must remove all items in their lot or risk suspension from site. Buyer assumes all responsibility for loss and damage of purchased merchandise. Please note that removal deadlines are strictly enforced! PROPERTY NOT REMOVED BY THE REMOVAL DEADLINE WILL BE CONSIDERED ABANDONED, WITH ALL RIGHTS AND TITLE TO THE PROPERTY ASSIGNED TO DIRECTBIDS. IF BIDDER SCHEDULES A PICKUP APPOINTMENT AND WITH PERMISSION OF DIRECTBIDS RESCHEDULES SUCH APPOINTMENT TO A DATE AND TIME BEFORE THE REMOVAL DEADLINE, BIDDER AGREES TO REIMBURSE DIRECTBIDS FOR ITS REASONABLE EXPENSES IN ACCOMODATING SUCH RESCHEDULING. FAILURE TO REMOVE MERCHANDISE DOES NOT RELIEVE BUYER OF RESPONSIBILITY OF PAYING FOR THE MERCHANDISE, AND REFUNDS WILL NOT BE GIVEN.
It is the buyer's responsibility to secure all safety equipment to meet applicable government safety standards in using or removing lots purchased. Certain pieces of equipment may contain residual chemicals. You hereby indemnify and hold harmless both DirectBids and the sellers from any and all damages, claims, or liabilities from any injuries to persons or property caused during the sale, your removal, or your or any other person's use or operation of the purchased lots.12. INDEMNITY
You agree to indemnify DirectBids and hold us, our parent companies, subsidiaries and affiliates and ours and their respective officers, directors, agents, partners and employees harmless from and against any and all losses, demands, claims, damages, costs and expenses (including consequential losses or loss of profit, legal costs and expenses) and liabilities suffered or incurred directly or indirectly by DirectBids.com arising from or related to:
- your use of the Website or any related tools or services; or
- your breach, non-performance or non-observance of the covenants, obligations, warranties, representations and undertakings on your part contained in these Terms and Conditions or any other policy applicable to your use of the Website or any related tools or services.
You agree that any and all claims, disputes, and causes of action arising out of or relating to your use of the Website or arising under these Terms and Conditions (each a “Dispute”) shall be resolved as set forth in this section. Before initiating any formal dispute resolution proceedings, you agree to negotiate with DirectBids, LLC (“DirectBids”) regarding any Disputes in good faith on an individual basis, and not as a plaintiff or class member in any purported class or representative proceeding. If DirectBids and you do not reach an agreement regarding a Dispute within 30 days following DirectBids's receipt of written notice from you identifying the Dispute, you agree to submit such Dispute to binding arbitration, on an individual rather than class basis, under the Commercial Rules of the American Arbitration Association. The proceedings shall be governed by the Federal Arbitration Act, and the award may be enforced in any court of competent jurisdiction. All administrative costs of any arbitration shall be split evenly between the parties. Each party shall be responsible for paying its own attorney fees, expert fees, and litigation expenses and not those of the adversary. To the maximum extent permitted by law, the parties agree that the arbitration award shall not include consequential or punitive damages but shall only award the aggrieved party the actual damages sustained. The arbitration shall occur in Austin, Texas before a single arbitrator. Texas law shall govern all claims.14. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, EXPRESSLY INCLUDING WITHOUT LIMITATION OUR NEGLIGENCE, WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OR INABILITY TO USE THE WEBSITE OR ANY ASSOCIATED SERVICES OR TOOLS, INCLUDING WITHOUT LIMITATION USE OF OR RELIANCE ON INFORMATION AVAILABLE ON THE WEBSITE, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NONDELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE.
Regardless of anything to the contrary in these Terms and Conditions, or any other document governing your use of the Website or any associated services or tools, the maximum amount of our liability to you or any third party shall be limited to the amount of fees actually paid to us with respect to your transaction(s).15. GENERAL
Entire Agreement; Amendments
As between DirectBids and Buyers, these Terms and Conditions (including incorporated policies and rules) set forth the entire understanding and agreement between you and us with respect to the subject matter hereof. As between DirectBids and Sellers, these Terms and Conditions supplement the Auction Terms Applicable to Sellers.
We may amend these Terms and Conditions at any time by posting the amended Terms and Conditions on www.directbids.com. Our right to amend includes the right to modify, add or remove terms in the Terms and Conditions. When we amend Terms and Conditions, we may require you to agree to the current version of these Terms and Conditions by providing notice and requiring you to click “I agree” to the amended Terms and Conditions on one of the pages of the Website the next time you visit. In such case, amended Terms and Conditions shall be applicable to you once you click “I agree.” Otherwise, we will use commercially reasonable efforts to post a notice of the amended Terms and Conditions on the home page of the Website and will send you a notice of such amendments to the email address that we have on file for you. In that case, amended Terms and Conditions shall be applicable to you 30 days after the date the notice is sent to you. These Terms and Conditions may not otherwise be amended except in a non-electronic writing hand-signed by us.Severability and Survival
If any of the provisions of these Terms and Conditions are finally determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.California Residents
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.16. COPYRIGHT INFRINGEMENT AND THE DMCA
It is our policy to expeditiously respond to clear notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (the “DMCA”). We expect all users to comply with applicable copyright laws. If, however, we receive proper notification of claimed copyright infringement, our response to such notices will include removing or disabling access to material claimed to be the subject of infringing activity, regardless of whether we may be liable for such infringement under United States law or the laws of another jurisdiction.
If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you can submit a written notice to our mailing address (NOTE: YOU MUST SEND THIS NOTICE BY CERTIFIED MAIL; YOU MAY NOT SEND THIS NOTICE BY ELECTRONIC MAIL), which notice must contain the following information:
- a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
- identification or description of the copyrighted work or other intellectual property that you claim has been infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark or patent);
- identification or description of where the material that you claim is infringing is located on the relevant Website, with enough detail that we may find it on the Website;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the use of the material complained of is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
In accordance with Section 512(i)(1)(a) of the DMCA, we will, in appropriate circumstances, disable and/or terminate the accounts of users who are repeat infringers.