BidCloud

Platform Terms and Conditions

BidCloud

Platform Terms and Conditions

THESE ARE the Platform Terms and Conditions (the "Terms") for the online platform known as BidCloud (the "Platform"), provided by R.L. Rasmus, Auctioneers, Inc. (the "Operator," "we," or "us"). By using or accessing the Platform, you (the "User" or "you") are agreeing to these Terms. The Platform is only available to persons over the age of 18 in the United States who register with the Operator to create a Platform account (each, an "Account").

Both buyers (each, a "Buyer") and sellers (each, a "Seller") may register with the Operator to create an Account. The Platform facilitates online auction sales (each, an "Auction") of certain goods (each, an "Item"). Subject to these Terms, we hereby grant you a limited, revocable, personal, non-sublicensable, non-transferable, and non-exclusive license to access and use the Platform.

1. 1. User Conduct.
2.   a. All the information you provide via the Platform must be current, complete, accurate, and neither false nor misleading. You agree that all information you provide to register with the Platform is governed by our Privacy Policy, and to the maximum extent permitted by applicable law, you consent to all actions we take with respect to your information consistent with our Privacy Policy.
3.   b. You expressly represent that you will comply with all applicable laws, rules, and regulations relating to your use of the Platform (hereinafter, the "Applicable Laws"). You will at all times defend, indemnify and hold The Operator, its parent, subsidiaries, affiliates, and its and their respective shareholders, members, partners, officers, directors, employees, agents, joint venturers, and successors and assigns, harmless from and against all causes of action, suits, claims, demands, judgments, liabilities, direct or indirect losses, damages, awards, penalties, fines, costs and expenses (including, but not limited to, reasonable attorneys’ fees) of any nature or kind, arising under or relating to your alleged or actual violation of any Applicable Laws.
4.   c. Without limiting the generality of the foregoing, you agree that you will not (and will not enable another User or third party to): (i) use the Platform to harass, abuse, exploit, or harm any third party; (ii) allow others to access or use your Account, nor access the Account of any other User; (iii) provide any false, fraudulent, misleading or inaccurate information by means of the Platform; (iv) use any software, technology, or device to scrape, spider, or crawl the Platform or harvest or manipulate data; (v) copy, adapt, modify, create derivative works of, distribute, sell, or lease any part of the Platform or materials available by means of the Platform; (vi) attempt to decipher, decompile, disassemble, extract or reverse engineer any source code of or any software used to provide the Platform; (vii) bypass any measures we take to restrict access to the Platform; (viii) use the Platform to solicit sales outside of the Platform or to send any unsolicited or unauthorized solicitation; (ix) engage in market manipulation, including collusion, insider bidding, or creation or use of fake or duplicate accounts; (x) use the Platform for the distribution or sale of counterfeit, stolen, or inauthentic authentic Items; (xi) engage in spamming (including mass distribution of the same or similar content), or use bots, scripts, or other automated tools; or (xii) otherwise interfere or attempt to interfere with the proper functioning of the Platform. Unauthorized use of the Platform may result in criminal and/or civil persecution under federal, state or local law.
5.   d. We require that Users comply with all Applicable Laws regarding Auctions, which may include licensing, business registration and other similar requirements and obligations. It is solely the responsibility of each User, and not of the Operator, to determine which laws are applicable to them and ensure that they are in compliance with such laws and that they have all necessary rights and licenses to buy and sell the Items.
6.   e. No right, title, or interest in or to the Platform, or any content on the Platform is transferred to you. We reserve all rights that are not expressly granted to you under these Terms. You are solely responsible for all actions taken by individuals who use the Platform through your Account. We have the right to disable any Account at any time in our sole discretion, for any reason, including if, in our opinion, you have violated any provision of these Terms. If you breach any of these Terms, your right to use the Platform will stop immediately.

1. 2. User Content.
2.   a. Users may have the opportunity to make content available by means of the Platform - such content including, but not limited to, text, photographs, videos, and sound recordings ("User Content"). By making User Content available by means of the Platform, you hereby grant us a non-exclusive, royalty-free, fully transferable, perpetual, irrevocable, worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other Users and third parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented. By posting User Content to or through the Platform, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral or author's rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral and author's rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any such User Content.
3.   b. When you submit User Content by means of the Platform, you agree and represent that you own that User Content, or you have received all necessary permissions, consents, waivers and clearances, or are otherwise authorized to submit it to the Platform and grant the licenses to such User Content as described in these Terms.
4.   c. You agree that you will not (and will not encourage or enable another User or third party to) post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
5.   d. The Operator is not obligated to monitor access to or use of the Platform or to review or edit any content. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content (as defined below), at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. Listing illegally obtained content may result in your listings being cancelled, your content being hidden, or your Account being suspended from the Platform.
6.   e. By submitting User Content via the Services, you hereby grant us a non-exclusive, royalty-free, fully transferable, perpetual, irrevocable, worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other Users and third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented. We are and will be under no obligation (i) to maintain any User Content in confidence; (ii) to pay compensation for any User Content; or (iii) to respond to any User Content.
7.   f. Operator and its licensors are the sole owners of all right, title, and interest in and to the Platform, including all software and technology therein, as well as any and all intellectual property rights arising therefrom or existing therein. Except as otherwise provided herein or as authorized in writing by Operator, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes services obtained from the Platform. Operator respects the intellectual property rights of others and Operator reserves the right, at its discretion, to terminate the accounts of users who repeatedly infringe the copyrights of others in accordance with the Digital Millennium Copyright Act of 1998.
8.   g. When you stream on the Platform as a Seller, the Operator may record and store a copy of your stream. By creating a stream, you hereby consent to your voice and likeness being recorded and stored by the Operator.

1. 3. Auctions.
2.   a. The rules for how bids are accepted, bid increments, bid retraction and cancellation, the conditions the Buyer must meet to purchase an Item, as well as the specific conditions of sale (such as warranties, shipping costs, insurance, and the like) may change for each Auction at the sole discretion of the Seller. Each Seller acts as an auctioneer and makes the sole, final determination concerning bidding on the Item, the sale of the Item, and the resolution of any disputes; provided that the Operator reserves [RIGHTS].
3.   b. Sellers are responsible for the accuracy of an Item's description. Sellers are required to ensure that the Item matches exactly the image that is displayed on the Platform, and that the described condition of the Item is a true and accurate description of the condition of the Item. Any inaccuracy, whether it be the description, condition, or authenticity of an Item, may, at the sole discretion of the Operator, result in penalties.

1. 4. Financials.
2.   a. At this time, there is no cost to create an Account and use the Platform. Due to the potential for costs and fees associated with Auctions, Users may be required, upon registering their Account, to enter a desired payment method as prompted ("Payment Method").
3.   b. Users must provide the Operator with current payment information upon registration, change of payment information, and at the Operator’s request. You are solely responsible for maintaining and updating your payment information. The Operator is not liable for any insufficient funds or other charges incurred by you because of such attempts to charge, or place holds on, your Payment Method.
4.   c. You authorize The Operator or its agent to charge and/or place a hold on your Payment Method for any charges or fees related to your use of the Platform, and to continue to attempt to charge your Payment Method for all amounts described herein, or any portion thereof, until such amounts are paid in full. If the Payment Method on file is declined or otherwise rejected for any fee or membership charge, the User will be notified that the User must provide updated information and payment. Failure to cure the issue as directed may, at the Operator's sole discretion, result in termination of your Account without a refund . If a User wishes to reactivate their Account after deactivation from failure to pay a fee, the User will be required to contact the Operator, who will have sole discretion regarding whether any Account will be reactivated, and upon what terms.
5.   d. The Operator may, in its discretion, allow or require Sellers to directly handle refund and return requests from Buyers through the functionality of the Platform. In such cases, Seller will bear the financial costs and responsibilities of issuing refunds to Buyers, and the Operator is not responsible or liable to the applicable Buyers or any third party for any such refunds. When directly handling refund and return requests from Buyers through the functionality of the Platform, Seller will not conduct any activities in connection with handling returns and refunds that are fraudulent, false, misleading, abusive, or deceptive. Operator is not responsible for monitoring the actions or inactions of Sellers when Sellers are handing returns and refunds. Operator may at any time and in its discretion terminate or suspend Seller’s direct access to Buyers in connection with handling Buyers’ refund and return requests at the request of the Buyers.
6.   e. Each Seller that hosts an Auction may charge a buyer's premium (which is an additional fee that a winning bidder is required to pay above the auction price) as well as shipping, handling, and other fees. These fees are subject to change by the Seller and the particular Item for sale, and are set by the Seller. In offering the Platform, the Operator acts as an intermediary platform provider to allow users to communicate and connect with each other in connection with Auctions.
7.   f. You are solely responsible for all costs incurred by you in using the Platform and determining, collecting, reporting, and paying all applicable taxes.

1. 5. Disclaimers.
2.   a. THE OPERATOR FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER ON THE PLATFORM BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF ITEMS OR BETWEEN ANY USERS, UNLESS THE OPERATOR IS THE SELLER OF THE ITEM.
3.   b. The Operator is not responsible for the conduct of any User on or off the Platform. You agree to use caution in all interactions with other Users on the Platform and in person, including when meeting with other Users in person to pick up or hand off a purchased Item. THE OPERATOR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF USERS. YOU SHOULD PROTECT YOURSELF AT ALL TIMES, USE YOUR BEST JUDGMENT AND TAKE SAFETY PRECAUTIONS WHEN MEETING OR INTERACTING WITH OTHER USERS, WHETHER ON THE PLATFORM OR IN PERSON. YOU ARE SOLELY RESPONSIBLE FOR YOUR SAFETY AND ANY INTERACTION YOU HAVE WITH ANY OTHER USER. TO THE FULL EXTENT PERMITTED BY LAW, THE OPERATOR IS NOT AND WILL NOT BE LIABLE FOR, AND YOU HEREBY RELEASE AND HOLD HARMLESS THE OPERATOR FROM, ANY AND ALL DIRECT OR INDIRECT LOSSES, DAMAGES, HARMS, INJURIES, OR CLAIMS THAT ARISE FROM OR ARE RELATED TO USER INTERACTIONS OR OTHER USERS’ USES OF THE PLATFORM.
4.   c. THE PLATFORM, AND ANY CONTENT OR INFORMATION THEREIN, INCLUDING USER CONTENT, AND ANY GIVEN PRODUCT OR SERVICE PROVIDED BY THE OPERATOR IS PROVIDED "AS IS," WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM OR ANY AUCTIONS THAT OCCUR USING THE PLATFORM COMPLY WITH APPLICABLE LAWS. WITH RESPECT TO THE PLATFORM (INCLUDING ANY CONTENT AND INFORMATION THEREIN), USER CONTENT, OR ANY GIVEN PRODUCT OR SERVICE PROVIDED BY THE OPERATOR, THE OPERATOR EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE OPERATOR MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE PLATFORM, USER CONTENT, OR ANY GIVEN PRODUCT OR SERVICE PROVIDED BY THE OPERATOR WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE PLATFORM OR FROM ANY USER CONTENT OR ANY GIVEN PRODUCT OR SERVICE PROVIDED BY THE OPERATOR.
5.   d. IN NO EVENT WILL THE OPERATOR BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA, OR PUNITIVE DAMAGES, HOWEVER ARISING.
6.   e. The Platform may include links to third-party websites as well as content or items belonging to or originating from third parties (collectively, "Third-Party Content"). The Operator has no control over Third-Party Content. Such Third-Party Content is not investigated, monitored or checked for accuracy, appropriateness, or completeness by the Operator. We are not responsible for any Third-Party Content posted on, available through or installed from the Platform. Our inclusion of, linking to, or permitting the use or installation of any Third-Party Content does not imply approval or endorsement by the Operator. If you decide to leave the Platform and access or use any Third-Party Content, you do so at your own risk. WE EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY CONTENT. NOTHING HEREIN NOR ANY USE OF OUR PLATFORM IN CONNECTION WITH THIRD PARTY CONTENT CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD-PARTY CONTENT.
7.   f. ANY DISPUTE THAT ARISES BETWEEN YOU AND ANOTHER USER IS TO BE RESOLVED BY YOU AND SUCH USER. THE OPERATOR HAS NO RESPONSIBILITY TO RESOLVE ANY USER DISPUTE AND, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH USER DISPUTE. AS SUCH, YOU HEREBY RELEASE THE OPERATOR FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, AND DIRECT OR INDIRECT LOSSES OF EVERY KIND ARISING FROM ANY USER DISPUTE.
8.   g. THE OPERATOR'S LIABILITY TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT (EVEN IF A FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WILL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO THE OPERATOR IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY; PROVIDED THAT IF YOU HAVE PAID NO SUCH AMOUNTS, THE OPERATOR'S MAXIMUM LIABILITY TO YOU WILL BE THE GREATER OF USER'S TOTAL FEES TO THE OPERATOR FOR THE 12 MONTHS PRIOR TO THE CLAIM OR $100.00.
9.   h. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OPERATOR AND ITS AFFILIATES (INCLUDING ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS) FROM AND AGAINST ANY AND ALL LIABILITIES, COSTS, EXPENSES, DIRECT OR INDIRECT LOSSES, OR OTHER AMOUNTS (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED BY THE OPERATOR THAT ARISE FROM ANY CLAIM, DEMAND, OR CAUSE OF ACTION RELATING TO (i) YOUR USE OR MISUSE OF THE PLATFORM, INCLUDING WITH RESPECT TO ANY AUCTION IN WHICH YOU ARE INVOLVED, (ii) OUR USE OF YOUR ACCOUNT INFORMATION, (iii) YOUR DISPUTES WITH OTHER USERS, (iv) ANY OTHER USER'S ACTS OR OMISSIONS, AS THEY RELATE TO YOU, (v) YOUR BREACH OF THESE TERMS, (vi) YOUR VIOLATION OF ANY LAW, (vii) YOUR USER CONTENT, OR (viii) YOUR VIOLATION OF ANY OTHER USER'S OR THIRD PARTY'S RIGHTS.
10.   i. Operator will not be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances beyond its reasonable control, including but not limited to, severe weather, acts of war, acts of terrorism, earthquakes, hurricanes, loss of electricity, lost connectivity, loss of water, floods, death or disability of key personnel or other unforeseen and unpredictable causes.

1. 6. Other Matters.
2.   a. Any claim or controversy arising out of or relating to these Terms, or any breach thereof, will be resolved exclusively by a state court having jurisdiction in Fairfax County, Virginia, or, optionally, in the Federal District Court for the Eastern District of Virginia - Alexandria Division, where federal jurisdiction exists. Each party hereby submits to the jurisdiction and venue of such courts. You agree that all claims instituted by you will be litigated on an individual basis, and will not be consolidated with any claim made by another party. You agree that any judgments awarded may be applied to and collected from you personally or corporately. Should you file an action contrary to this paragraph, the defending parties may recover reasonable legal fees and costs. Further, if you bring a claim against the Operator and do not prevail, and/or if the Operator takes action against you as a result of your violation of these terms and conditions and is the prevailing party, you agree that you will reimburse the Operator for all reasonable legal fees and costs including reasonable attorney’s fees. IN NO EVENT WILL ANY PARTY SEEK TO HAVE ANY MATTER ARISING HEREUNDER OR RELATING HERETO TRIED TO A JURY.
3.   b. These Terms do not - nor are they intended to - create any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship.
4.   c. If any term, provision, paragraph, covenant, condition, or other portion of these Terms - or the application of these to any person, place, or circumstance - is held to be invalid, unenforceable, or void, the remainder of these Terms and such term, provision, paragraph, covenant, condition or other portion of these Terms and Conditions as applied to other persons, places, and circumstances will remain in full force and effect.
5.   d. These Terms and Conditions contain our entire agreement and supersede any prior oral or written agreements relating to the same subject matter.
6.   e. It is your responsibility to check the Platform from time to time, so you are aware of any changes to these Terms. If you continue to use the Platform after we post revised Terms, you signify your agreement to such revised Terms. However, where required by law, we will notify you of material changes to the Terms or other policies by posting a notice within the Platform or sending an e-mail to the e-mail address that we have on file for you. If, following such changes, you no longer agree to these Terms, you must discontinue use of the Platform.
7.   f. We reserve the right to change, modify, suspend, or discontinue in its entirety any aspect of the Platform at any time. In addition, the Platform may automatically be upgraded and updated without notice to you. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period.