Terms of Use

Auctioneer Alliance (The Software provider) agrees to provide the Client with the following services (hereinafter referred to as the “Services”): to register with the appropriate organization, on behalf of the Client, the domain name for online auction (hereinafter referred to as the “Specifications”) or, if unavailable, any other registrable domain name proposed by the Client; to install the Online application on the Web server; provide a complete interactive website, simulcast service; timed service, management service, mobile apps and all other services contemplated in this document or in the Specifications.

In consideration for the Services, the Client shall pay to the Software provider the fees shown on this website and previously mutually agreed upon. The service shall be payable by the Client to the Software provider in accordance with the terms and conditions; payable when services are provided or on a monthly basis. Upon payment, the Software provider shall grant to the Client a non-exclusive and non-transferable license allowing it to use, publicize, the online application elements. Therefore, the Client shall not acquire any Intellectual Property Right, Title or Interest prior to payment for the said Services and reimbursement of the said expenses.

The Parties’ representatives may communicate between themselves by electronic means, in which case, the following presumptions shall apply: the presence of an identification code in an electronic document shall be sufficient to identify the sender and to establish the authenticity of the said document; an electronic document containing an identification code shall constitute a written instrument signed by the sender; and an electronic document or any printed output of such document, when kept in accordance with usual business practices, shall be considered to be an original.

The Client undertakes as follows in favor of the Software provider: the usage of the software and shall comply with all applicable laws and regulations, including, without limitation, the laws and regulations regarding intellectual property, advertising, publicity contests, consumer protection, protection of personal information and protection of its content.

The Software provider undertakes as follows in favor of the Client: the Services shall be provided in a professional manner, in accordance with generally accepted industry practices, and based upon the Specifications.

 “Intellectual Property Right, Title and Interest” shall include, without limitation, any intellectual property right, title and interest, including any derivative right, moral right and personal right, in and to the following: any work, invention, trademark, industrial design, integrated circuit topography, confidential information or trade secret, as the case may be; any certificate which registers, grants or acknowledges ownership or interests in any of the intellectual rights in question; and any request for the registration, granting or acknowledgement of ownership or interests in any of the intellectual property rights in question.

“Background Technology” shall include, without limitation, all programming tools, development tools, migration tools, conversion tools, data retrieval tools, Internet tools, multimedia tools, network tools, databases, operating systems, patches, processes, programs, subprograms, software, software portions, compilers, report generators, libraries, data, codes, documentation, notes, expertise and technological know-how.

The content, including the Web Pages, text, Graphics Elements and Software Components, shall be entirely original and shall not infringe any third-party Intellectual Property Right, Title or Interest. If all or part of the content have been designed, in whole or in part, by a third party, or if a third party has an Intellectual Property Right, Title or Interest in and to such content, the Software provider shall obtain the appropriate rights allowing it, among others, to use the said content (or part thereof) and to assign the right to use and modify same to the Client, if applicable. If the Software provider fails to abide by all or part of any of the obligations set forth hereinabove, it shall do the following: it shall indemnify the Client from and against any damages suffered by it; it shall take up the defense of the Client if the latter is impleaded in, or made a party to, any legal proceedings instituted by a third party and alleging the actual or threatened infringement or unlawful use of any Intellectual Property Right, Title or Interest, and the Software provider shall indemnify the Client and hold it harmless from and against the principal amount and interest of any monetary order which is issued, as well as from and against all judicial and extrajudicial costs incurred by the Client as a result thereof; and it shall replace the content used unlawfully with completely original content or with content with respect whereto the Software provider has an Intellectual Property Right, Title or Interest, which content shall have the same functions as the unlawful content, the whole forthwith and at the Software provider’s expense.

The Information Elements provided by the Client to the Software provider shall be entirely original and shall not infringe any third-party Intellectual Property Right, Title or Interest. If one or more of the said Information Elements have been designed, in whole or in part, by a third party, or if a third party has an Intellectual Property Right, Title or Interest in and to such Information Elements, the Client shall obtain the appropriate rights allowing it, among others, to use the said Information Elements (or part thereof). If the Client fails to abide by all or part of any of the obligations set forth hereinabove, it shall do the following: it shall indemnify the Software provider from and against any damages suffered by it; it shall take up the defense of the Software provider if the latter is impleaded in, or made a party to, any legal proceedings instituted by a third party and alleging the actual or threatened infringement or unlawful use of any Intellectual Property Right, Title or Interest, and the Client shall indemnify the Software provider and hold it harmless from and against the principal amount and interest of any monetary order which is issued, as well as from and against all judicial and extrajudicial costs incurred by the Software provider as a result thereof; and it shall remove the Information Elements used unlawfully or replace them with completely original Information Elements or with Information Elements with respect whereto the Client has an Intellectual Property Right, Title or Interest, the whole forthwith and at the Client’s expense.

All the Intellectual Property Rights, Titles and Interests in and to the Background Technology developed by the Software provider before or during performance of this Agreement shall belong to, or become the exclusive property of, the Software provider, as the case may be, subject to any third party Intellectual Property Right, Title or Interest.

The Software provider acknowledges that certain Information Elements provided and to be provided by the Client are or may be significantly strategically important and, therefore, constitute trade secrets for purposes of this Agreement. During the term of this the Software provider undertakes to do the following in favor of the Client, except as regards the Information Elements which are to be posted on the Client’s Online application and those forming part of the public domain: it shall keep the Information Elements such as bidders list, consignor list, confidential and not disclose same; it shall take and implement all appropriate measures to preserve the confidential nature of the Information Elements; it shall not communicate, transmit, exploit or otherwise use the Information Elements, whether for its own behalf or on behalf of third parties; and it shall take all appropriate measures to ensure that its partners, shareholders, directors, representatives, agents, mandataries, officers, employees and related persons maintain the confidential nature of the Information Elements for the Client’s exclusive benefit.

The Software provider shall maintain and update the Online application. The Software provider represents and warrants as follows in favor of the Client: it has the expertise and experience required in order to perform and fulfill the obligations imposed upon it pursuant to this Agreement; it shall provide the services in an efficient and professional manner, in accordance with generally accepted industry practices and using the most up to date Background.

Unless otherwise provided for in this Agreement, the Software provider shall not provide the Client with any express or implied warranty with respect to the following: the Web Server, its operation, its hardware and software components including its access through the Internet; the consequences which result or may result from the use and display of the Online application, whether such consequences are actual or threatened, financial or not, or positive or not.

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED WITH RESPECT TO THE OBJECT OF THIS AGREEMENT, AND THEY CONSTITUTE A LIMITED WARRANTY. THE CLIENT EXPRESSLY WAIVES ALL OTHER EXPRESS OR LEGAL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL LEGAL WARRANTIES REGARDING LATENT DEFECTS, EVICTION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CERTAIN JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, AND IT IS POSSIBLE THAT ONE OR MORE OF THE AFOREMENTIONED EXCLUSIONS OR LIMITATIONS WILL NOT APPLY. IT IS ALSO POSSIBLE THAT THE CLIENT MAY HAVE OTHER WARRANTY RIGHTS, WHICH RIGHTS MAY VARY FROM ONE PLACE TO ANOTHER. UNDER NO CIRCUMSTANCES WILL THE VALUE OF THE WARRANTY EXCEED THE VALUE OF THE SERVICES RENDERED TO THE CLIENT AND PAID FOR BY IT. THE CLIENT EXPRESSLY WAIVES THE RIGHT TO MAKE ANY WARRANTY CLAIM EXCEEDING THE SAID LIMIT.

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED WITH RESPECT TO THE OBJECT OF THIS AGREEMENT, AND THEY CONSTITUTE A LIMITED WARRANTY. THE CLIENT EXPRESSLY WAIVES ALL OTHER EXPRESS OR LEGAL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL LEGAL WARRANTIES REGARDING LATENT DEFECTS, EVICTION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CERTAIN JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, AND IT IS POSSIBLE THAT ONE OR MORE OF THE AFOREMENTIONED EXCLUSIONS OR LIMITATIONS WILL NOT APPLY. IT IS ALSO POSSIBLE THAT THE CLIENT MAY HAVE OTHER WARRANTY RIGHTS, WHICH RIGHTS MAY VARY FROM ONE PLACE TO ANOTHER. UNDER NO CIRCUMSTANCES WILL THE VALUE OF THE WARRANTY EXCEED THE VALUE OF THE SERVICES RENDERED TO THE CLIENT AND PAID FOR BY IT. THE CLIENT EXPRESSLY WAIVES THE RIGHT TO MAKE ANY WARRANTY CLAIM EXCEEDING THE SAID LIMIT.

Except in the event of gross negligence on the part of the Software provider, the Software provider shall not be liable towards the Client for any fault or any direct or indirect damage resulting therefrom, and the Client shall indemnify the Software provider and hold it harmless from and against all claims, including all claims under a warranty, in any of the following cases: hardware or software modifications or additions made to the Web server which affect the proper operation of the Online application; the introduction of a computer virus into the Web server or the Online application, which affects the proper operation of the Online application; the migration of the Online application to a different hardware or software environment; appropriation, modification, loss or destruction, illegal or unauthorized, in whole or in part, of files, Software Components or Graphic Elements; loss or destruction of the Online application traffic statistics; the loss of business opportunities or income relating to the operation or failure to operate or to the use or failure to use the Online application or to the information found or that could be found therein; unlawful or unauthorized third-party hacking into the Web server or the Online application; temporary bandwidth congestion ; and interruption of Internet connection beyond the Software provider’s control.

UNLESS OTHERWISE PROVIDED FOR IN THESE TERMS, UNDER NO CIRCUMSTANCES WILL THE SOFTWARE PROVIDER (INCLUDING, IF APPLICABLE, ITS SUBSIDIARIES AND PARENT COMPANY, AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EXECUTIVES, EMPLOYEES, ASSOCIATES AND PROGRAMMERS) BE HELD LIABLE TOWARDS THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS OR OTHER ECONOMIC LOSS (RESULTING FROM A CONTRACTUAL OR EXTRA-CONTRACTUAL FAULT OR FROM NEGLIGENCE), EVEN IF THE SOFTWARE PROVIDER HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES, AND IT IS POSSIBLE THAT ONE OR MORE OF THE AFOREMENTIONED EXCLUSIONS OR LIMITATIONS WILL NOT APPLY. IT IS ALSO POSSIBLE THAT THE CLIENT MAY HAVE OTHER RIGHTS, WHICH RIGHTS MAY VARY FROM ONE PLACE TO ANOTHER. UNDER NO CIRCUMSTANCES WILL THE SOFTWARE PROVIDER’S TOTAL LIABILITY TOWARDS THE CLIENT EXCEED THE VALUE OF THE SERVICES RENDERED TO THE CLIENT AND PAID FOR BY IT. THE CLIENT EXPRESSLY RELEASES THE SUBCONTRACTOR FROM ANY LIABILITY EXCEEDING THE SAID LIMIT.

The Client may terminate service at any time, upon giving a notice to the Software provider of 30 days.

If, after the Software provider has sent a demand to the Client, the Client does not abide by any one of its obligations pursuant to these Terms, the Software provider may terminate the service. In such a case, the Software provider shall be required only to reimburse to the Client the amount of the advances (or any balance thereof) or excess amounts received, the whole without prejudice to any of the Software provider’s rights and recourse against the Client.

Unless otherwise stated in these Terms, the following provisions shall apply.

Force Majeure

Neither Party shall be considered to be in default pursuant to these Terms if the fulfillment of all or part of its obligations is delayed or prevented due to “force majeure”. “Force majeure” is an external unforeseeable and irresistible event, making it absolutely impossible to fulfill an obligation.

Severability

If all or part of any section, paragraph or provision of these Terms is held invalid or unenforceable, it shall not have any effect whatsoever on any other section, paragraph or provision of these Terms, nor on the remainder of the said section, paragraph or provision, unless otherwise expressly provided for in these Terms.

Notices

Any notice intended for either Party shall be deemed to be validly given if it is in writing and is sent by registered or certified mail, by bailiff or by courier service to such Party’s address as set forth in these Terms, or to any other address which the Party in question may have indicated in writing to the other Party. A copy of any notice sent by e-mail shall also be sent according to one of the above-mentioned delivery modes.

Headings

The headings in these Terms have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof.

No Waiver

Under no circumstances shall the failure, negligence or tardiness of a Party as regards the exercise of a right or a recourse provided for in these Terms be considered to be a waiver of such right or recourse.

Cumulative Rights

All rights set forth in these Terms shall be cumulative and not alternative. The waiver of a right shall not be interpreted as the waiver of any other right.

Entire Terms

These Terms constitutes the entire understanding between the Parties. Declarations, representations, promises or conditions other than those set forth in these Terms shall not be construed in any way so as to contradict, modify or affect the provisions of these Terms.

Amendments

These Terms shall not be amended or modified except by another written document duly signed by all the Parties.

Number And Gender

Where appropriate, the singular number set forth in these Terms shall be interpreted as the plural number, and the gender shall be interpreted as masculine, feminine or neuter, as the context dictates.

No Right To Transfer

Neither of the Parties may, in any manner whatsoever, assign, transfer or convey its rights in these Terms to any third party, without the prior written consent of the other Party.

Election Of Domicile

The Parties agree to elect domicile in the judicial district of New Jersey, for the hearing of any claim arising with respect to the interpretation, application, performance, term, validity or effects of these Terms.

The Service shall terminate in any of the following circumstances: when all the Parties’ obligations have been fulfilled; upon the written consent of the Parties; in case of termination, as provided for in these Terms; if a Party fails to fulfill any of its obligations hereunder and does not remedy the default within a period of 90 DAYS following receipt by the said defaulting Party of a formal notice asking it to remedy the default or within such shorter delay as is provided for in these Terms; or if either Party becomes bankrupt or insolvent, or ceases to carry on business.

Nonetheless, termination of the Service shall not affect the rights or obligations of the Parties with respect to confidentiality, intellectual property, limitation of warranty or limitation of liability, which rights and obligations shall survive the termination of the Service.