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USER TERMS AND CONDITION AGREEMENT

Welcome to SubastasPro. By registering, you agree that you have read, understand and accept this User Terms and Conditions Agreement (the "User Agreement"). This User Agreement governs your use of our website and our services. In the event of a dispute, this User Agreement will guide the dispute resolution process and define your and our remedies.

Table of Contents

  1.      Introduction to SubastasPro
  2.      Rules for All Users
  3.      Access to our Services and Site
  4.      Seller Rules
  5.      Buyer Rules
  6.      Online Auctions
  7.      Sales Events
  8.      Deposits
  9.      Payments
  10.   Liquidated Damages for Failure to Pay
  11.   Our Fees for Services
  12.   Inspection of Assets
  13.   Delivery of Assets
  14.   Intellectual Property Rights
  15.   Disclaimer of Warranties
  16.   Limitation on Liability
  17.   Defense and Indemnity
  18.   Disputes Among Users
  19.   Legal Disputes
  20.   Taxes
  21.   Environmental Responsibility
  22.   Disclaimer of Third Party Content
  23.   Communications and Notices

1. Introduction to SubastasPro

PLATAFORMA DIGITAL SUBASTAS ESPAÑA S.L., Spain, CIF. B11934528 , Tomo 2199, Folio 49, Hoja 49868  responsible and owner of the franchise www.Subastaspro.es (collectively, "SubastasPro" or "we"). We are a global solution provider surplus asset management, valuation, and sales solutions that maximize total.

SubastasPro simply provides marketplace services and SubastasPro does not own or sell the Assets. The actual contract for sale is directly between the seller and buyer.

Effective Date. This User Agreement is effective as of March 1, 2016.

2. Rules for All Users

Registration Requirements. Except where a user registers through a separate written agreement with us, you must do the following in order to register to participate in an auction or sales event as a seller or a buyer:

  • Register on our Site and provide an accurate and verifiable address, telephone number, email address and other requested information;
  • Be a real person, business or legal entity;
  • If you are an individual, be at least 18 years of age and able to enter into a legally binding contract;
  • If you are registering on behalf of a business or legal entity, have authority to enter into a legally binding contract on behalf of that business or legal entity; and
  • Accept this User Agreement and any future amendments to it that we post on our Site from time to time.

General User Restrictions. Users will comply with applicable laws pertaining to their performance under this User Agreement. Each user certifies not to use the Site or our Services in furtherance of any illegal activity. In particular, users must NOT:

  • Post false, inaccurate, misleading, defamatory, or libelous content;
  • Post content that infringes the intellectual property rights of any third party;
  • Use our Services, directly or indirectly through others, if you are temporarily or indefinitely suspended from using any of our Services;
  • Distribute viruses or any other technologies that may harm us, or the interests or property of other users;
  • Copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our Site or our Services, without our prior written consent and, as applicable, the appropriate third party;
  • Harvest or otherwise collect information about other users, including email addresses, without their consent;
  • Transfer or otherwise provide your username and password to another third party without our consent; provided, however, a username and password for a business entity can be transferred among employees of the same business entity; or
  • Engage in bribery, which we define as giving or offering anything of value in exchange for any unfair economic advantage, and not receive from any employee of SubastasPro anything of value in exchange for an unfair economic advantage.

You should immediately report any request for a bribe or any other form of illegal or questionable activity by emailing the details of such conduct to info@subastaspro.es

3. Access to our Services and Site

Control of Access to our Marketplaces. In our sole discretion, we reserve the right to refuse to do business with any party. We may limit, suspend, restrict or terminate our Services, your account, your access to our Site and your activities on our Site with or without notice to you.

Cancel Inactive Accounts. We may cancel unconfirmed accounts or accounts that have been inactive.

Right to Discontinue Services. We may also modify or discontinue part or all of our Services at any time.

One Registration. A limit of one registration per business or individual will be enforced on our Site. If you have multiple registrations, please contact us to consolidate them. We may deactivate duplicate registrations.

Your Termination Right. You may terminate your right to engage on our Site and for our Services pursuant to this User Agreement upon thirty (30) days written notice to us; provided, however, that such termination will not relieve you of any obligation arising prior to termination, and immediately upon termination, you will no longer be authorized to use our Site or our Services.

4. Seller Rules

Sellers who wish to sell on our marketplace must enter into a separate written agreement with us in order to be a registered seller on this marketplace and that separate written agreement shall control for purposes of our marketplace.

5. Buyer Rules

Requirements to be a Buyer. In order to participate as a buyer in an auction or sales event, you must represent, warrant and agree to:

  • Pay for any bids or orders placed using your unique username and password;
  • Have paid or settled any previous financial obligations owed to us to our satisfaction;
  • Not manipulate the price of any Asset or interfere with other bidders or buyers;
  • Provide additional information requested by us (for example, proof of funds, bank letter of guarantee, etc.) for verification purposes or to protect the integrity of the auction or sales event;
  • Comply with any listing­specific terms, conditions, or requirements;
  • Perform independent research and do not bid or purchase based on assumptions; and

Buyer Warranties. If you place a bid or order in a marketplace, you represent, warrant and agree that:

  • You are demonstrating your intention and financial capability to purchase the Assets by bidding or ordering;
  • You may not withdraw, amend or modify your bid or order without our written approval;
  • You will comply with all laws and regulations applicable to the purchase of the Assets and their subsequent transport, use, resale and export, as applicable; and

No Professional Advice. Any information supplied by any of our employees or agents, in any form whatsoever, is intended solely as general guidance on the use of our Services and our Site.

Reservation of Rights. We reserve the right to withdraw any Assets offered for sale up to the time the Assets are removed. If this occurs, our liability is limited to return of the purchase price paid, if any, for the Assets. We reserve the right to accept or reject all bids or orders. Further, in order to limit risk to our marketplace, we reserve the right to limit the bid or order amounts proposed by you, either alone or in the aggregate.

Credit Information and Earnest Money. We may also condition a bid or order on you providing credit information or an earnest money deposit. If a bid or offer is accepted, we will apply the deposit to the pending invoice or to any past due balances owed. Deposits from non­winning bidders or buyers will be returned or applied to any past due balances owed.

Non­Circumvention. You agree not to negotiate, communicate, or transmit any information of any kind with any other user introduced to you through our Site (whether or not the user has placed a bid) in an attempt to complete the sale of Assets through a means outside of our online marketplace (a "Circumventing Transaction"). In the event a Seller completes a Circumventing Transaction within 12 months following the expiration of a Seller's auction, Seller understands and agrees that Seller is obligated to immediately remit a success fee to us equal to 15% of the final aggregate gross sale price for the Assets sold in the Circumventing Transaction. This non­circumvention clause will apply to users and their principals, agents and representatives. This provision will not be construed as applying to any users having pre­existing relationship developed independent of our site or our Services.

6. Online Auctions

Bidding Process. For Online Auctions on the Site, a buyer that both meets the Listing requirements and enters the highest bid will be deemed a "Winning Buyer." If you are a Winning Buyer, then you are legally obligated to complete the transaction with the seller unless the transaction is prohibited by this User Agreement or by law.

Each bidder is solely responsible for checking the Site or taking such other actions as are appropriate to learn of changes to a Listing, including changes to closing date or time. We will not be responsible for notifying any buyer of a change in any Listing. The buyer bears the sole risk of transmitting bids so that such bids are received prior to close of the Online Auction. We will not accept a bid that is received after an Online Auction is closed.

For internet auctions, posted closing times and displays of current time on our website are approximate. In addition, we reserve the right to close early or extend internet auctions at our discretion. Lots may be scheduled to close individually, in groups or entirely. Lot closing times will be advertised prior to the opening of the internet auction. At the scheduled closing time, the lots with active bidding may remain open for an additional time period that varies depending on which marketplace is being used until all bidding has ceased.

No Minimum Auctions Compared to Reserve Auctions. In the case of an Online Auction with "No Minimum," bidding starts with the bid increment and the Winning Buyer is the highest bidder. In the case of an Online Auction "With Reserve", the Winning Buyer is the highest bidder who exceeds the reserve price. However, in certain of our marketplaces where bidding below the reserve price is permitted, if the highest bidder in an Online Auction "With Reserve" is below the reserve price, such bidder's bid will be presented to the Seller who may accept, reject or counter the bid; if the bid is accepted by the seller, then the bidder is the Winning Buyer and is obligated to complete the purchase at the bid price.

Reserve Prices May or May Not be Disclosed. With respect to certain Listings, sellers may set a reserve price for the Asset. At our or a seller's own discretion, the Site may or may not display the reserve price for a Listing. Bids, however, that are received (whether under or over the reserve price) are binding and are subject to the seller's acceptance of the bid. Listings with "No Minimum" price will open at the first bid increment as determined by us.

7. Sales Events

Private or Direct Sales. Private sales managed by us are posted in parts of certain our marketplaces or otherwise designated by having the option of "Buy Now" or "Buy Today". In a private or direct sale, buyers may become Winning Buyers by (a) agreeing to purchase the Listing at the stated purchase price and Listing terms (which price may be referred to as the "Buy Now" or "Buy Today" price or something similar), or (b) offering to purchase the Listing by making a binding offer for the Listing through the "Bid" option, which offer may be accepted and become binding on a buyer within thirty (30) calendar days of being made by a buyer at seller's election (unless a different time period is stated in the Listing).

8. Deposits

All wire transfers must include the following information: Customer / Company Name, Customer/Bidder Number, Sales Event Number.

9. Payments

If you are a Winning Buyer, you agree to make immediate payment for the total amount of the transaction, including the stated buyer's premium, shipping costs, any other amounts specified in the Listing, and all taxes due, if applicable.

Timing of Payment. Unless otherwise indicated in the Listing or stated in separate written agreement with us, you must make payment in full within the time period set by the marketplace. There will be no extensions of the payment period granted.

Set­Offs. We reserve the right to set­off any fees or other amounts that you owe us from any of your funds in our possession or that are paid or received from you in connection with one or more sale(s) or purchase(s) of Assets. You will continue to be liable for any funds that are used for any such set­ off and will pay them upon an accounting and demand by us of the amounts used for the set­off.

Holds. To protect against the risk of liability, SubastasPro has at times restricted access to funds in a seller's or buyer's account based on certain factors, including, but not limited to, transaction history, performance, riskiness of the Listing category, government inquiry or investigation, our investigation of an alleged breach of this User Agreement by either the seller or the buyer, or the filing of a claim by a buyer.

Forms of Payment. Unless otherwise specified in a Listing or on a marketplace on our Site, acceptable forms of payment include PayPal®, VISA®, Discover®, MasterCard®, American Express®, cashier's check, money order, wire transfer and company check with a bank letter of guarantee. Not all of our marketplaces provide all of these forms of payments and certain Listings may specify additional restrictions or requirements.

Credit Cards. In certain marketplaces on our Site, a valid credit card must be entered at the time of bid or order submission regardless of the form of payment. Unless otherwise specified by a listing or a marketplace, credit cards and PayPal accounts may be accepted for up to £ 10,000. Except where a
credit card is used or as otherwise authorized by us in writing, buyers must submit payment via certified funds (i.e., wire transfer, cashier's check or money order). No charges will be made to the credit card until the sales event has been closed and a Winning Buyer has been determined. We reserve the right to charge a £ 25.00 fee for any credit card transaction that is rejected. We encourage you to review the data in your user profile prior to submitting bids or orders and to make any corrections necessary to your credit card information at the time of bidding or ordering.

No Third Party Funds. Except in the case of a cashier's check or money order from a financial institution, all funds must come from you and we will not accept third party funds of any kind for any reason.

Charge­Backs. If you attempt to rescind a credit card transaction without our express advance written consent (i.e., a "charge­back"), then we may immediately and permanently de­activate your account in our sole discretion. If you perform a charge­back after receiving the Assets, we may file charges with the appropriate law enforcement agency, and reserve the right to pursue all remedies available to us to recover any and all incurred damages.

Discounts and Promotions. We may offer alternative fee structures, rebates, discounts, coupons or incentives, at our sole discretion and for any reason, and we are under no obligation to offer such alternatives to all users or to continue offering such alternatives to any user to whom we have made an offer in the past.

10. Liquidated Damages for Failure to Pay

Without limiting the foregoing, Winning Buyers will be held liable for any expenses, legal fees, court costs, and other damages incurred by us or the seller in connection with the collection of such obligations that are not paid on their due date if their bid or offer is accepted. If a Winning Buyer does not timely fund a transaction within the requisite period of time set by a marketplace or Listing, the Winning Buyer forfeits all rights to the Asset. Without limiting other claims, damages or other remedies available to SubastasPro, upon winning an auction or sales event and failing to complete a transaction in the required time for any reason, a Winning Buyer agrees to pay liquidated damages in the amount of the greater of $100 or 25% of the winning bid or offer price for each unpaid Listing of Assets. If you owe liquidated damages or other amounts, your account may be placed on hold and you will be unable to log­in or bid until you have paid all outstanding amounts owed.

11. Our Fees for Services

By accepting the terms and conditions of the platform, users agree to
The payment of 6% in the case of real estate
The payment of 18% in the case of other goods that are not considered real estate.
The amount to be paid to the platform for both payments will be the result of applying the percentage amount over the adjudication price.
In the event of rejection or subsequent disregard of the interest of the asset or any circumstance unrelated to the work of this platform, the amount to be paid will continue to be requested independently. The user accepts to agree on his responsibility to pay for the use of the platform will not be affected once the asset has been awarded.

12. Inspection of Assets

Inspection. Most Listings permit inspection prior to or during bidding or ordering. In some cases, inspection requires an advance appointment or viewing Assets at specified public viewing times. Most Assets offered for sale are used and may contain defects. Where a Listing permits inspection of the Assets, a buyer should inspect the Assets prior to bidding or ordering. A buyer who bids or orders without having inspected the Assets does so at the buyer's own risk.
Claims for Incorrect or Inaccurate Description When Inspection Is Prohibited. If a Listing expressly provides that no prior inspection of the Assets will be permitted, you must make a claim for any incorrect or inaccurate Listing description of the Assets prior to the removal of the Assets. You or your agents are responsible for unit count of the Assets and verification of Assets purchased at the time of removal. If the Assets are not acceptable for any reason, do not remove them.

Unit Price Transactions and Variances. When Assets are sold on a unit price basis, a seller may reserve the right to vary the quantity delivered by a percentage explicitly disclosed in the Listing. In such cases, the buyer agrees to accept any quantity within these limits. Outside these limits, the purchase price will be adjusted upwards or downwards in accordance with the quantity actually delivered and accepted by the buyer.

13. Delivery of Assets.

Shift of Risk of Loss and Title Transfer. Unless specified otherwise in a Listing, delivery of the Assets is Ex Works the location of the Assets (Incoterms 2010) and delivery of title to the Assets will take place from the Seller's premises and buyer is responsible for all title, registration, freight and transportation costs; provided, however, that title will not transfer from seller to buyer until the seller has received payment in full for the Assets and buyer has removed the Assets from the seller's premises in their entirety.

Removal of Purchased Property. You agree to remove Assets purchased by you from the facility where the Assets are located within the time frame specified in the Listing or, if no time frame is specified, within the period of time set by the marketplace or the Listing. You may be required to schedule an appointment in advance with the facility where the Assets are located and you should check the Listing for details. We must receive payment for Assets prior to their removal. In the event we voluntarily extend the removal period to accommodate your needs, you understand and accept that any liability and risk of loss does not rest with us, but is at your own risk. Unless stated otherwise, all Assets sold in lots include dunnage (cartons, pallets, shrink­wrap, bands, crates, etc.), and you must remove the entire lot. You are responsible for the disposal of your unwanted Assets and dunnage.

SubastasPro reserves, in their sole discretion, the right to rescind an auction or sale by notice to the buyer if the removal of the Assets would cause serious damage to the seller's premises or would be a serious risk to health and human safety. You agree to defend and indemnify SubastasPro and the Seller against any claims brought by third parties related to the removal of Assets.

Buyer Responsibility for Loading and Transportation. Unless we have entered into a separate written agreement with you, you are responsible for transportation of the Assets that you purchase. Transportation includes rigging, loading, securing and transporting the purchased Assets, including all costs and risks associated with removal. Where we indicate the Assets must be loaded by you, you must provide all material handling equipment and properly trained and certified operators to operate such equipment. Your employees or agents are responsible for compliance with all federal, state, local and facility (the location where the Assets are located) security, environmental, safety and health laws and regulations while operating equipment on the loading site. 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 you being banned from future participation in our auctions or sales events, and you may be reported to the appropriate authorities, as well as other remedies that may be available to us or to any other party damaged by your actions.

Buyer Required to Have Insurance Covering Its Loading and Transportation of Assets. In order to pick up the Assets, you and your agents must maintain adequate automobile and commercial general liability insurance, and minimum legally required workers compensation for your employees picking up Assets. Upon request, you will provide us with proof of such insurance. Further, upon request, you will name us as an additional insured to your policy.

Personal and Property Risk. If you bring third parties to attend or assist in the removal of Assets, you assume all risks of damage of or loss to persons and property and specifically agree to defend and indemnify the seller and SubastasPro from liability for such risks.

Abandoned Assets. A schedule for removal of the Assets will be established for each auction or sale. You must remove all the Assets awarded within this time limit. If for any reason you cannot remove the Assets within the time period, it is your responsibility to arrange with us or the seller of the Assets for an extension of time. We are not responsible for Assets that are not removed within the time allotted. If Assets are not removed within the specified removal period or scheduled for removal at a later date with us or with the seller, we will consider the Assets to be abandoned Assets by you, and you will have abandoned all right, title and interest in the Assets, including their purchase price. We may dispose, resell or destroy any abandoned Assets at your cost and expense without obligation to refund any previous payments for the Assets. Time is of the essence for both payment and removal of the Assets.

14. Intellectual Property Rights

Trademarks and Publicity. Users have no rights to display or use SubastasPro' tradenames, domain names, trademarks or service marks without our express written permission which we may withhold in our sole discretion.

Promotional Materials. When you provide us with images, textual materials and other information concerning Assets ("Promotional Materials"), you grant us a non­exclusive, worldwide, perpetual, irrevocable, royalty­free, sub­licensable (through multiple tiers) right to exercise any and all copyright, publicity, trademarks, database rights and intellectual property rights you have in the Promotional Materials. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights against us, our sub­licensees or assignees. You represent and warrant that none of the following infringe any intellectual property right of any third party: (1) your provision of Promotional Materials to us; (2) your posting of Promotional Materials using our Services; and (3) our use of such Promotional Materials in connection with our Services.

SubastasPro' Ownership of Intellectual Property related to our Services and Site. You acknowledge and agree that our Services, our Site and any software and information used in connection with our Site contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that any content contained on the Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us, you agree not to use, modify, sell, disclose, distribute or create derivative works based on our Services or Site, in whole or in part.

Data. You may not record, store, duplicate, reproduce, re­broadcast or otherwise exploit any data or audio/video content transmitted to you as part of our Services or your use of the Site (collectively, "Auction Data"). We own all right, title and interest in and to all Auction Data. We grant no rights to you with respect to our Site, its marketplaces or any of our proprietary databases collecting data from our marketplaces, which we maintain as a proprietary trade secret. Notwithstanding the terms of this User Agreement or any written agreement entered into with you, SubastasPro may: (1) gather transaction data from customers, including you, in order to improve its marketplaces and its services; and (2) compile, collect, copy, modify, publish, display, distribute and use aggregate transactional and performance data related, generated from or based on customer sales of Assets (including your sales and purchases) and may prepare summary or derivative information based thereon, for SubastasPro' analytical and other business purposes, including, without limitation, incorporation into its proprietary databases; provided, however, in the case of either (1) or (2) that we will not identify you as the source of such information to any third party.

Copyright & Intellectual Property Policy. We respect the intellectual property of others, and we expect our users to do the same. We respond to notices of alleged copyright or other intellectual property infringement. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Site, you should contact our Copyright Agent. This link provides details on how to reach our Copyright Agent and what information you should provide.

Upon our request, sellers must furnish to us valid proof of original purchase or valid license from a trademark owner to sell branded Assets with a third party's official brand name or logo. Absent valid proof of purchase or a valid license may lead to the removal of a Listing and you may be subject to a range of other actions, including limits of your buying and selling privileges and suspension of your account. Further, we may cooperate with owners of the trademark to investigate and report information concerning you and your sales to the relevant legal authorities.

15. Disclaimer of Warranties

Our Services. We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services or our Site. Bid or order update and other notification functionality in our applications may not occur in real time. Such functionality is subject to delays beyond our control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. ACCORDINGLY, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED
WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON­INFRINGEMENT

Seller Assets. Unless expressly stated in writing in a Listing or with respect to our marketplace (as described below), if you purchase Assets or place bids on or orders of Assets, then you agree to accept such Assets AS IS, WHERE IS and WITH ALL FAULTS. UNLESS EXPRESSLY STATED IN WRITING IN THE LISTING, WE AND OUR SELLERS DISCLAIM ALL WARRANTIES, XPRESS AND IMPLIED, WITH RESPECT TO THE ASSETS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE ASSETS ARE FREE FROM LATENT DEFECTS. YOU WAIVE ANY AND ALL CLAIMS AGAINST US AND THE SELLER FOR DAMAGES, LOSSES, COSTS, INJURIES, PENALTIES, EXPENSES, ATTORNEYS' FEES AND LIABILITIES OF WHATEVER NATURE WHETHER IN TORT, CONTRACT, WARRANTY OR STRICT LIABILITY
(COLLECTIVELY, "SPECIFIED CLAIMS"). UNDER NO CIRCUMSTANCES ARE WE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO YOU OR ANY OTHER PARTY. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND, EXCEPT TO THE EXTENT A SELLER HAS PROVIDED AN EXPRESS WARRANTY IN THE LISTING, THE SELLER HARMLESS FROM AND AGAINST ANY AND ALL SPECIFIED CLAIMS. UNLESS OTHERWISE STATED IN A LISTING, PHOTOGRAPHS, VIDEO, AND WRITTEN DESCRIPTIONS ARE NOT INTENDED AS REPRESENTATIONS, BUT ARE PROVIED SOLELY TO AID YOU IN DETERMINING WHICH LISTINGS YOU WISH TO PHYSICALLY INSPECT.

16. Limitation on Liability.

To the extent permitted by applicable law, we (including our officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, damage to goodwill or reputation, lost profits, attorneys' fees, intangible losses or any special, indirect, incidental or consequential damages) resulting directly or indirectly from:

  • Your use of or your inability to use our Services;
  • Pricing, shipping or other guidance provided by us;
  • Delays or disruptions in our Services;
  • Viruses or other malicious software obtained by accessing, or linking to, our Services;
  • Glitches, bugs, errors, or inaccuracies of any kind in our Services;
  • Damage to your hardware device or other computer systems or software from the use of any of our Services;
  • A suspension or other action taken with respect to your account or alleged breach of this User Agreement;
  • The duration or manner in which your Listings appear in search results;
  • Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our Services; or
  • Your inability to import or export Assets, or fines or costs incurred related to import or export of Assets.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to: (a) where we are selling on a consignment basis, the amount of our fees in the disputed transaction(s), which in no event will exceed the total fees in disputed transactions paid to us in the twelve (12) months prior to the action giving rise to the liability; or, (b) where we are the seller, the price the Asset sold for on one of our marketplaces on our Site (including any applicable sales tax) and its original shipping costs.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

17. Defense and Indemnity

You will defend, indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or our Site or your breach of any law or the rights of a third party.

18. Disputes Among Users

Release of SubastasPro. If you have a dispute with one or more users, you release SubastasPro and their respective officers, directors, employees and agents from claims, demands and damages (actual damages, damage to goodwill or reputation, lost profits, attorneys' fees, intangible losses or any special, indirect, incidental or consequential damages) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

19. Legal Disputes

Governing Law; Jurisdiction and Venue. For disputes between you and any SubastasPro entity domiciled in the Spain, this User Agreement will be governed by the laws of the State of Spain

Dispute Resolution and Arbitration. In the event of a dispute between you and SubastasPro, you agree to attempt to resolve the dispute with SubastasPro' applicable marketplace customer service team for a period of at least thirty (30) calendar days before taking any other action.

Following such period, you and SubastasPro agree that any dispute, claim or controversy arising out of or relating to the User Agreement will be settled by binding arbitration as specified below.

English Controlling Language. All performance under this User Agreement and the resolution of disputes, including through arbitration or mediation, will be conducted in the English language. If a translation of this User 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 User Agreement is provided to you in a language other than English, we do so solely for your convenience. Translations are provided "as is" and you hold us harmless from any errors or deviations between the translation and the English language version.

Improperly Filed Legal Disputes. Any claims that are filed or brought contrary to this User Agreement will be deemed to be improperly filed and of no force and effect.

20. Taxes

Tax. All bids and orders must be net of any taxes imposed with respect to the purchase. You are liable for all such taxes or for establishing to our satisfaction a valid exemption certificate from such taxes. You acknowledge and agree that we are 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 Site, and you ultimately remain liable for any sales or use tax liability. You must submit a valid re­sale or tax­ exemption documentation. We are not obligated to refund sales tax due to late submission of sales tax exemption documentation. Submission of all appropriate tax exemption forms must be received by us before the closing date of the auction or sales event. You will be liable for all taxes, surcharges or other charges imposed on the sale of Assets by any taxing authority if tax forms are not received by the scheduled closing time of the sales event in which you are participating. Requests for refunds of sales taxes must be submitted directly to the appropriate taxing authority.

Value Added Tax or General Sales Tax ("VAT"). In some countries, such as the United Kingdom, VAT (as defined below) applies to auctions or sales events. All bids and offers are net of any VAT and other indirect taxes imposed with respect to the sale or purchase transaction. Buyers are liable for all such taxes for all purchases. Accordingly, the amount of the successful bid in respect of any Asset will be exclusive of VAT and other indirect taxes, and the amount payable by the buyer will be increased by VAT and other indirect taxes that are owed. Similarly, all fees and other amounts payable to us are calculated without regard to VAT so the amount payable by a buyer will be increased by the amount of VAT which may be chargeable in respect of the relevant supply. The amount payable will 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). Each buyer will enter its VAT registration number on becoming a registered user of our Site and will immediately notify us if that number ceases to be valid for any reason. You will indemnify us and our respective officers, directors, agents and employees 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.

21. Environmental Responsibility.

Certain Assets 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 laws and regulations in a manner safe for the public and the environment.

Certain Assets or components of Assets 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 Assets have design features that may be hazardous if warning labels are not heeded.

Environmental responsibility and sustainability are important to us and the users of our Site. In some cases, buyers elect to dispose of Assets, or select components of Assets, that they purchase, particularly in the case of Assets that are salvage. Winning Buyers must comply with all environmental laws when disposing of Assets, including all laws related to waste disposal, air emissions, discharges, toxic substances and hazardous waste disposal. In the event a buyer decides to dispose of consumer electronics purchased through our Site or Services, such a buyer must dispose of
such electronics using a certified electronics recycler (for example, R2 or eSteward certified). In the case of buyers of salvage consumer electronics, we reserve the right to audit your records to confirm the use of a certified electronics recycler and your failure to use a certified electronics recycler or to provide reasonably acceptable records in audit may subject your account to restriction and even deactivation, and other legal or equitable remedies that may be available to us.

22. Disclaimer of Third Party Content

While we may provide links to third party sites and services on our Site, they are provided to you solely for informational purposes. You agree that we are not responsible or liable for:

  • the availability or accuracy of such sites, services or resources,
  • the content, advertising or products on or available from such sites or resources, and
  • the privacy policies and data collection, use or retention practices of such sites.

The inclusion of any link on our Site does not imply that we endorse the linked site. You use such links solely at your own risk.

23. Communication & Notices

Electronic Communications. When you use any of our Services, or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or posting notices on our Site or through the other Services provided through our marketplaces. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.