Conditions of Sale
INVALUABLE, INVALUABLE LIVE AUCTIONS AND INVALUABLE TIMED AUCTIONS TERMS OF USE AGREEMENT
This document describes terms and conditions applicable to your use of the
services made available by Invaluable, LLC ("Invaluable"
"we," or "us") at the websites www.Invaluable.com,
www.AuctionZip.com, and Infinite Bidding Sites (the "Sites").
Section 1. General.
1.1 Services. This Terms and Conditions of Use Agreement (hereafter this
"Agreement") sets forth the general terms and conditions that apply
to the use by you of the Sites, including the features and services offered by
us from time to time at or through the Sites (collectively with the Sites, the
"Services"). BY USING THE SERVICES, YOU AGREE TO THE TERMS AND
CONDITIONS CONTAINED HEREIN. This Agreement is a legally binding instrument
between you and Invaluable, and describes your responsibilities in connection
with your use of the Services and, among other things, limits the liability of Invaluable.
Before using any of the Services, please read all of this Agreement carefully.
By accessing or using any Services, you affirm that you are over 18 years of
age and are otherwise capable of forming legally binding contracts, and that
you agree to be legally bound and to abide by this Agreement. If you are under
18 years of age, or are otherwise incapable of forming legally binding
contracts, or do not agree with any part of this Agreement, YOU MUST NOT ACCESS
OR USE THE SERVICES.
1.2 Amendments. We reserve the right, exercisable in our sole discretion, to
change, modify, add to, subtract from, or otherwise amend the terms and
conditions of this Agreement at any time. Except as otherwise stated below, all
changes, modifications, or other amendments shall be effective on a prospective
basis once they are posted on our Sites. This Agreement may not otherwise be
amended except in a writing signed by you and Invaluable. Continued use of the
Services by you constitutes your binding acceptance of this Agreement,
including any changes or modifications made by us as described above. You agree
to review the terms and conditions of this Agreement periodically to become
aware of such revisions and to review your compliance with them. If at any time
the terms and conditions of this Agreement are no longer acceptable to you, you
must immediately cease all use of the Services. The right to access and use the
Services is personal to you and is not transferable to any other person or entity.
1.3 Additional Agreements. The Services include, among other things, such
services as: contacting or placing bids with auction houses by email or through
a live bidding console; searching and accessing past and upcoming auction
records including, when available, object photos and estimated and realized
prices; looking up or searching for artist information including biographies,
examples of art work, and other sources of information about the artist;
registering to receive email alerts about objects offered at upcoming auctions,
and emailing an antique object to a friend. Additional terms and conditions of
use applicable to your use of the Services available at the Sites from time to
time are or may be posted in relevant areas within the Sites or may be agreed
upon by you and Invaluable in a separate written agreement (e.g. Subscription
Agreement; Privacy Policy; auction house conditions of sale; all such
additional terms and conditions, "Additional Agreements"). Together
with this Agreement, such Additional Agreements will govern your use of those
Services or any other services made available by us to you. We reserve the
right, exercisable at our discretion, to change or discontinue without prior
notice some or all of the Services we provide from time to time at the Sites,
or change the applicable terms and conditions for your use of such Services as
set forth in the Additional Agreements. Without limiting any of the foregoing,
the following policies and agreements are hereby incorporated into this
Agreement by reference and provide additional terms and conditions related to
specific Services offered on the Sites: Invaluable Subscription Agreement
(http://www.Invaluable.com/agreements/subTerms.cfm) and Invaluable Privacy
Policy (http://www.Invaluable.com/agreements/privacy.cfm). In case of any
conflict between this Agreement and any Additional Agreements, this Agreement
will control.
1.4 Your Account is identified by the email address you provided and you are
the only party authorized to use your user ID (email address). You are
responsible for maintaining the confidentiality of your registered account with
us and any password(s) you have chosen or we may issue to you in connection
with your access and use of the Services. You are responsible for all uses of
your account, whether or not actually or expressly authorized by you. If you
believe that your account and/or password(s) have been misused or compromised
in any manner, please contact us immediately at support@Invaluable.com.
1.5 Covenant Regarding Your Account. You agree that you will not maintain
multiple registered accounts with us without our express written consent. If
you wish to maintain a multiple account, you may submit a request to do so to
support@Invaluable.com, including your primary User Name and your rationale for
having multiple accounts.
1.6 Equipment. You shall be solely responsible for obtaining and maintaining
all telephone, communications, computer hardware and other equipment needed for
access to and use of the Services and all charges of any description arising
from or relating thereto.
1.7 Invaluable not involved in auctions/release. We are not involved in actual
transactions between users of the Sites or any "External Sites" as
defined in section 5.1 below (whether such users are auction houses,
appraisers, art or antiques dealers, trade members, curators, educators,
antiques professionals, collectors or other third parties affiliated with Invaluable).
We have no control over the quality or legality of the items displayed on our
Sites or the truth or accuracy of the descriptions of such items, upcoming
auction events or auction results displayed on our Sites. In the event that you
have a dispute with any parties arising out of your use of the Sites you hereby
release Invaluable from claims, demands and damages (actual and consequential)
of every kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way connected with such
disputes.
2. Live and Timed Auctions Participation. THE FOLLOWING DESCRIBES THE TERMS ON
WHICH INVALUABLE OFFERS YOU ACCESS TO BID ONLINE AT LIVE AND TIMED AUCTIONS
CONDUCTED BY PARTICIPATING AUCTION HOUSES AND LICENSED AUCTIONEERS
("AHs").
2.1 Invaluable only a venue. Notwithstanding section 1.7 above, we are not an
auction house and are not conducting the live and timed auctions. Our service
allows you to participate in live and timed auctions conducted by the AHs. We
are solely a passive conduit to facilitate communication between you and the
AH. We reserve the right in our sole discretion to change some or all of our
services at any time.
2.1.01 Control. We have no control over the quality, safety or legality of the
items advertised, the truth or accuracy of the listings, the ability of AHs to
sell or the ability of buyers to buy items. We do not ensure that a buyer or
seller will actually complete a transaction.
2.1.02 Release. Notwithstanding section 1.7 above, because we are not involved
in the actual transaction between buyers and AHs, in the event that you have a
dispute with an AH, you release Invaluable (and our officers, directors,
agents, parent, subsidiaries, joint ventures, and employees) from claims,
demands and damages (actual and consequential) of every kind and nature, known
and unknown, suspected and unsuspected, disclosed and undisclosed, arising out
of or in any way connected with such disputes. If you are a California
resident, you waive California Civil Code Section 1542, which says: "A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor."
2.2 Eligibility. Each AH that conducts a live or timed auction will have its
own eligibility requirements that must be met in order for you to participate
in that auction. You may be required to apply for and obtain approval in order
to participate in a specific live or timed auction, including in some cases
providing credit card information if you have not done so previously. You agree
to maintain at all times the accuracy of your account information including
contact information, addresses and credit card information, and to allow us to
provide any of your account information to AHs whenever necessary, including
for participating in auctions. Approval to participate in one live or timed
auction does not guarantee approval to participate in any other live or timed
auction, conducted either by that AH, or another AH. Each AH has sole
discretion to refuse to approve your eligibility for any live or timed auction.
2.3 Fees. Each AH 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 other
shipping, handling, and other fees including applicable taxes, if any. AHs may
facilitate shipping through a third-party, however in all cases, the buyer will
pay applicable shipping charges unless otherwise noted in the AH terms and
conditions. These fees are subject to change depending upon the AH and the
particular item for sale, and are set by the AH. A fee is charged for all
online purchases using the Service which will be in addition to the AH charges
unless otherwise noted in the AH terms and conditions. By using the Services,
you agree to be bound by and pay all fees according to the terms of this
Agreement and the AH terms and conditions.
Certain AHs may allow you to pay for items using the online payment service powered by WePay, Inc. ("WePay") and made available on the Sites (the "Payment Service"). Your use of the Payment Service is solely governed by WePay''s Terms of Service and Privacy Policy located at www.wepay.com/legal (collectively, the "WePay Terms"). You expressly acknowledge and agree that, if you elect to use the Payment Service, neither WePay nor Invaluable is a party to any contract between you and any AH. All transactions, using the Payment Service or otherwise, remain subject to the applicable AH terms and conditions (including the refund policies posted therein).
You may not use the Payment Service to engage in activities prohibited by the WePay Terms or otherwise to violate applicable law. Either Invaluable or WePay may decline to process transactions that are too large in dollar amount, too long in duration or exceed other risk parameters. In addition, WePay may decline to provide the Payment Service to you, or may impose a reserve requirement, or may limit transaction size, or may decline to process a transaction, based on WePay''s then-current compliance and risk management programs or any other bona fide reason. You will indemnify, hold harmless and defend Invaluable, WePay and their respective affiliates and each of their respective directors, officers, employees and agents from and against any and all claims, suits, actions, damages, demands, obligations, proceedings, investigations, liabilities or other losses of any kind (including reasonable attorneys' fees and costs) arising from a third party claim based on, arising from or relating to your use of the Payment Service.
2.4.01 Auction Houses. AHs will list items up for auction for you to bid on.
Auction dates and times, as well as the number, character, and order and
schedule of the items to be auctioned are set by the AH and are subject to
change without notice. Individual lots and items may be modified or changed at
any time. Some lots and items that are made available on the auction floor will
not be included in the online live auction services. We do not control the
information that is provided by AH's and which is made available through our system.
We do not guarantee that the AH's maintain proper auctioneer's licenses or
comply with all laws.
2.4.02 Based upon the
information provided by AH, Invaluable may categorize, ?tag? or otherwise
describe property listed for auction on the Sites. Such categorizations,
"tags" and descriptions are provided for convenience only.
Invaluable disclaims all representations and
warranties regarding the accuracy or reliability of such categorizations,
?tags? or descriptions of any nature, and by using the site, you hereby
acknowledge and agree that you shall have no recourse against Invaluable and its
affilaites and representatives arising out of or related to any such
categorizations, ?TAgs? or descriptions.
2.5 Bidding, Buying and Conditions of Sale. You may cancel an absentee bid on a
lot for a live auction up until the lot has been opened for live bidding. For
timed auctions the following cancelation rules will apply:
(i) Only three (3) bids may be canceled per session/ class=GramE>catalog
(ii) No bid cancellations will be allowed within 2 hours of the scheduled first
lot end time.
If either of the two rules above has been exceeded (i.e. 3 timed bids have
already been cancelled for a single session/catalog or the timed auction is
within 2 hours), bidders may call Invaluable to request that their bid be
cancelled. These requests may only be made during office hours. Voicemail
requests for bid cancellation will not be considered.
Invaluable reserves the right to take any adverse action, including without
limitation, termination of an account, against those who are deemed to be
abusing bid retraction and cancellations.
You expressly acknowledge and agree that Invaluable makes no guarantee or
representation regarding the effectiveness or success of bids. By placing a
bid, you expressly authorize Invaluable to begin bidding and continue bidding
on your behalf at any price in excess of the opening bid and up to the amount
of your
bid. You expressly acknowledge that Invaluable owes no duty to you to obtain
the
lowest possible price on behalf of you. The terms and conditions for
participation in each auction,
including how bids are accepted, rules governing absentee bids, bid increments,
bid retraction and cancellation, the conditions the buyer must meet to purchase
the item, as well as the specific conditions of sale (such as warranties,
shipping costs, insurance, and the like) may change for each auction by the AH.
The AH is required to post such terms and conditions and to maintain the terms
throughout the auction period. You agree to be bound by those bidding terms and
conditions of sale by agreeing to this Agreement. This Agreement, in addition
to those AH terms and conditions, govern your bidding activity as well as your
participation in an auction, except for timed auctions where the acceptance of
bids is determined solely by Invaluable's technology, the AH acts as an
auctioneer and has the final determination with respect to the bidding on the
item the sale of the item and the resolution of disputes, including the right
using its sole discretion to: a) determine who is the successful bidder; b)
reject any bid that it believes is not commensurate with the value of the item
being offered; and c) reject any bid that it believes may have a detrimental
effect on the item in question, or the auction as a whole.
2.6 Video and Audio. Any audio or video aspects of a live auction event are for
entertainment purposes only.
2.7 No warranty. WITHOUT LIMITING SECTION 10 BELOW, WE DO NOT WARRANT THAT THE
LIVE OR TIMED AUCTION SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT BIDS
WILL BE RECEIVED BY THE AH OR INFORMATION REGARDING CURRENT PRICE WILL BE
TRANSMITTED IN A TIMELY FASHION, NOR DO WE GUARANTEE THE PERFORMANCE OF ANY
OBLIGATIONS BY AN AH.
2.8 Limitation of Liabilities. WITHOUT LIMITING SECTION 11 BELOW, IN NO EVENT
SHALL WE, AHs, OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL,
INCIDENTAL OR CONSQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
FAILURE OF ANY BID OR PRICING INFORMATION TO BE TRANSMITTED OR RECEIVED BY YOU
OR THE AH IN A TIMELY MANNER, THE INTERRUPTION OF ANY DATA TRANSMISSION, AUDIO
OR VIDEO BROADCAST, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
Section 3. Information You Provide to Us.
3.1 Your Information. The term "Your Information" means collectively
the following: (i) any information or materials you
provide to us in connection with our registration process, your use of any
Services, or in email correspondence with us, (ii) any information or materials
you provide to other users of the Sites in connection with your use of any
Services, or in any public message board or chat room area, (iii) any
information or materials you provide to auction houses, appraisers, art or
antiques dealers, trade members, curators, educators, antiques professionals,
collectors or other third parties affiliated with Invaluable in connection with
your use of any Services, and (iv) any search terms or other instructions that
you transmit to our servers through a web browser. Please note that the
information and materials belonging to Your Information may include without
limitation textual information, graphic images, photographs, and audio-visual
materials. Except as may be otherwise expressly provided to the contrary in
this Agreement or the Additional Agreements, you are solely responsible for
Your Information, and we act at all times as a passive conduit for your online
distribution, communication, and/or publication of Your Information.
3.2 Covenant Regarding Your Information. You agree that Your Information: ( class=SpellE>i) will not be false, inaccurate, frivolous, or misleading,
(ii) will not infringe any third party's copyright, patent, trademark, trade
secret, or other proprietary rights or rights of publicity or privacy, (iii)
shall not violate any law, statute, ordinance, or regulation (including without
limitation those governing export control, consumer protection, unfair
competition, anti-discrimination, or false advertising), (iv) will not be
defamatory, trade libelous, unlawfully threatening , unlawfully harassing, or
obscene, (v) will not contain any computer viruses, worms, Trojan horses, time
bombs, or other computer programs, scripts, or instructions that are intended
to damage or detrimentally interfere with the operation or use of the Services,
or to intercept or expropriate any proprietary computer system information or
other confidential data or personal information relating to or arising out of
the access or use of the Services, (vi) will not create any liability for Invaluable
or cause Invaluable to lose (in whole or in part) the services of its internet
service providers or other suppliers and business affiliates, (vii) will not
contain any links to or from other information or websites for which you do not
have the right to make or reproduce such links, and (vii) will not solicit or
involve the purchase or sale of counterfeit, stolen or illegal items, or
solicit or commit any fraudulent transaction or other form of criminal
activity.
3.3 Updated Information. If you are a registered user of the Sites, you agree
to promptly update your account registration information in order to keep it
current, complete, and accurate.
3.4 Limited License. To enable us to use Your Information, so that we are not
violating any rights you might have in Your Information, you hereby grant us a
non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable
(through multiple tiers) right to exercise the copyright and publicity rights
(but no other rights) you have in Your Information, in any media now known or
hereafter existing, with respect to Your Information.
3.5 Privacy Policy. We will only use Your Information in accordance with our
Privacy Policy, available at http://www.Invaluable.com/agreements/privacy.cfm.
By agreeing to the terms and conditions of this Agreement, you also give your
consent to the way we may use your Information pursuant to the Privacy Policy.
If you have any questions not addressed in our Privacy Policy Document, you
should address them to support@Invaluable.com. Any information you provide to
an AH or other third parties is governed by their respective privacy policies.
Section 4. Use of Content.
4.1 Copyright. You acknowledge that the Services contain information, text,
software, photographs, music, audio and video clips, graphics, links and other
material (collectively, the "Content") that are protected by
copyright, trademark or other proprietary rights of Invaluable or third
parties. All Content used or made available through the Services is copyrighted
as a collective work and/or compilation of Invaluable pursuant to applicable
copyright law. Invaluable owns a copyright in the selection, coordination,
arrangement and enhancement of such Content, as well as in the content original
to Invaluable. You agree to comply with any additional copyright notices,
information, or restrictions contained in any Content available on or accessed
through the Services. Invaluable does not grant permission to users of its
Services to reproduce images of original works of art.
4.2 Limited License. Subject to your compliance with the terms and conditions
of this Agreement (including without limitation the restrictive terms and
conditions set forth in this Section 4), and except to the extent otherwise
expressly provided in an Additional Agreement between you and Invaluable, you
are granted a limited non-exclusive, non-transferable, non-sub-licensable, and
revocable license to access the Services and/or Content only for your own
personal non-commercial use.
You acknowledge that all Content included with the Services is provided for
your own use. In no case shall you re-publish the Content in any form without
express written permission of Invaluable. You will limit printouts for personal
use of the material to a maximum of 35 individual text listings per individual.
Reproduction of images is strictly prohibited without the written permission of
both Invaluable and the originating auction house. Your right to use this
product is limited to a single workstation unless an additional agreement for
network access has been signed by both parties. You acknowledge that you are
not permitted to sell or otherwise dispose the software and that no rights
granted hereunder may be assigned or sublicensed by Licensee, any assignment or
sublicense being void.
You agree to maintain and/or reproduce all copyright and other notices
contained in such Services and/or Content. You may not modify, publish,
transmit, transfer or sell, resell, reproduce, create derivative works from,
distribute, perform, display, or in any way exploit or commercially use any of
the Services and/or Content, in whole or in part, except as expressly permitted
in this Agreement or in an Additional Agreement between you and Invaluable. You
acknowledge that you do not acquire any ownership rights by accessing or
downloading copyrighted materials. You shall not store electronically any
portion of any Services and/or Content. You may not collect and use e-mail
addresses of other users of the Sites or other user account information,
listings, or perform any form of data extraction or data-mining whatsoever.
Except as expressly permitted by the copyright laws, no copying, storage,
redistribution or publication of any of the Services and/or Content is permitted
without the express permission of Invaluable or the owners of such Services
and/or Content or their authorized persons, if other than Invaluable. You are
responsible for complying with all applicable laws, rules, and regulations
regarding your use of any such downloaded Content. Invaluable reserves all
rights in the Content and Services not expressly granted hereunder.
4.3 Trademarks. Invaluable is a trademark of Invaluable, LLC. All rights reserved. All other trademarks associated with product and company names that may appear in connection with the posting of items for sale are the property of their respective owners. Use of such third party trademarks does not suggest or imply any affiliation with or endorsement by those third parties.
4.4 Uploading or Posting Content. You will not upload, post, or otherwise make
available through the Services any Content protected by copyright, trademark,
or other proprietary right without the express permission of the owner of the
copyright, trademark, or other proprietary right and the burden of determining
that any material is not protected by copyright rests with you. You shall be
solely liable for any damage resulting from any infringement of copyrights,
proprietary rights, or any other harm resulting from such a submission. By
submitting Content to any public area of the Sites, you hereby grant, or warrant
that the owner of such Content has expressly granted, Invaluable a
royalty-free, perpetual, irrevocable, non-exclusive right and license to use,
reproduce, modify, adapt, publish, translate, publicly display and distribute
such Content (in whole or in part) worldwide and/or to incorporate it in other
works in any form, media or technology now known or hereafter developed for the
full term of any copyright that may exist in such Content. You also permit any
other user of the Services to access, view, store, or reproduce such Content
for that user's personal use.
4.5 Beneficiaries. The foregoing provisions of this Section 3 are for the
benefit of Invaluable, its subsidiaries, affiliates and its third party content
providers and licensors and each shall have the right to assert and enforce
such provisions directly or on its own behalf.
Section 5. Sites Access; Interference with Services; Monitoring; Compliance
with Laws.
5.1 Sites Access. We do not guarantee continuous, uninterrupted, or secure
access to the Services, and operation of the Sites may be interfered with by
numerous factors outside of our control. We recommend that you use Invaluable
with Microsoft Windows Operating Systems and Internet Explorer Version 5.5 or
later. Internet connection speed will determine how rapidly pages with
photographs load to your browser.
5.2 No Interference. You agree that you will not use any robot, spider, other
automatic device, or manual process to monitor or copy our web pages or the content
contained herein without our prior expressed written permission. You agree that
you will not use any device, software, or routine to interfere or attempt to
interfere with the proper working of the Sites or the Services, or any
transaction being conducted on or through the Sites or Services. You agree that
you will not take any action that imposes an unreasonable or disproportionately
large load on the server infrastructure of the Sites.
5.3 Fraudulent Activity. You may not register to use any Services under a false
name, or use an invalid or unauthorized credit card in connection with any
Services. You may not make offers to purchase any goods or services under a
false name while using the Services. You may not impersonate any other user of
the Services, or make use of another user's password(s). Such fraudulent
conduct is a violation of federal and state laws. Fraudulent conduct may be
reported by us to law enforcement authorities, and we will cooperate with such
authorities to ensure that violators are prosecuted to the fullest extent of
the law.
5.4 Monitoring. You agree that Invaluable has the right, but not the
obligation, to monitor any form of user activity and/or Content linked to or
from or otherwise associated with the Services. We may investigate any reported
violation of our Agreement, Additional Agreements or Sites policies, and any
user or other third party complaints relating thereto. We may take any action
that we deem appropriate in connection with any such investigation without notice
(including without limitation issuing warnings, suspending or terminating
Services, denying Sites access and/or removing any materials posted on the
Sites). We may also investigate, in our sole discretion, the use of any credit
card by a user in connection with the Services, and take such action as we deem
necessary or appropriate, including without limitation contacting the owner or
user of such card or canceling purchase orders placed by such owner or user.
5.5 Compliance with Laws. The Services may be used only for lawful purposes and
in a lawful manner. You agree to comply with all applicable laws, statutes and
regulations regarding use of the Services and any transactions that may be
conducted by means of the Services.
Section 6. External Sites; Linking.
6.1 External Sites. The Services may contain links to websites on the Internet
that are owned and operated by third parties (the "External Sites").
This Agreement does not apply to your use of any External Sites to which the
Sites links, and we are not responsible for the availability of any External
Sites to which the Sites links. We do not endorse or take responsibility for
the contents, advertising, products or other materials made available through
any External Sites, and you acknowledge that Invaluable is not responsible for
the availability of, or the content, advertising, products, or other materials
located on or through, any External Sites. Under no circumstances will we be
held responsible or liable, directly or indirectly, for any loss or damage that
is caused or alleged to have been caused to you in connection with your use of,
or reliance on, any content, goods, or services available on any External
Sites. If you decide to access an External Sites, you do so at your own risk. You
should contact the sites administrator or Webmaster for those External Sites if
you have any concerns regarding such links or the content or services located
on such External Sites.
Section 7. Breach.
7.1 Without limiting other remedies, we may immediately issue a warning,
temporarily suspend, indefinitely suspend or terminate your registered user
account and/or refuse to provide the Services to you: (i)
if you breach this Agreement or any of the Additional Agreements it
incorporates by reference or which you have separately entered into with Invaluable;
(ii) if we are unable to verify or authenticate any information you provide to
us; or (iii) if we believe that your actions may cause legal liability for you,
us, our other users, or other third party business affiliates.
Section 8. Indemnity.
8.1 You agree to indemnify, defend, and hold Invaluable and its affiliates, and
their respective officers, directors, owners, agents, information providers,
and licensors (collectively, the "Company Parties") harmless from and
against any and all claims, liability, losses, costs, and expenses (including
attorneys' fees) incurred by any Company Party in connection with any use or
alleged use of the Service under your password by any person, whether or not
authorized by you. Invaluable reserves the right, at its own expense, to assume
the exclusive defense and control of any matter otherwise subject to
indemnification by you, and in such case, you agree to cooperate with class=SpellE>Invaluable's defense of such claim.
Section 9. Termination of or Change in the Services.
9.1 Invaluable shall not be liable to you or to any third party for any of the
direct or indirect consequences of any modification, malfunction, suspension,
discontinuance of or interruption to or of any of the Services. Invaluable
reserves the right, in its sole discretion, to restrict, suspend, or terminate
your access to all or any part of the Services at any time for any reason
without prior notice or liability. Invaluable may change, suspend or
discontinue all or any aspect of the Services at any time, including the
availability of any feature, database, or Content without prior notice or
liability.
SECTION 10. DISCLAIMER OF WARRANTIES.
10.1 NEITHER INVALUABLE NOR ANY PROVIDER OF THIRD PARTY CONTENT OR THEIR
RESPECTIVE AGENTS WARRANTS THAT THE SITES OR SERVICE WILL MEET YOUR
REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES INVALUABLE,
ANY THIRD PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY
AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITES, SERVICES OR THE
CONTENT. THE SERVICES AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS
AVAILABLE" BASIS. NONE OF INVALUABLE, THIRD-PARTY CONTENT PROVIDERS, AND
THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT, WITH RESPECT TO THE SITES, SERVICES, ANY CONTENT OR ANY
PRODUCTS OR SERVICES SOLD THROUGH THE SERVICES. NEITHER INVALUABLE NOR ANY
THIRD PARTY CONTENT PROVIDER WARRANTS THAT ANY FILES AVAILABLE FOR DOWNLOADING
THROUGH THE SITES OR SERVICES WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION
OR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE
QUALITY AND PERFORMANCE OF THE SERVICES AND THE ACCURACY OR COMPLETENESS OF THE
CONTENT IS ASSUMED SOLELY BY YOU. WITHOUT LIMITING ANY PROVISION HEREIN, INVALUABLE
MAKES NO WARRRANY THAT ANY PARTICULAR COMPUTER SYSTEM CONFIGURATION WILL BE
COMPATIBLE WITH THE SITES. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR
COMPUTER SYSTEM HAS THE RECOMMENDED HARDWARE, OPERATING SOFTWARE, AND INTERNET
BROWSER SOFTWARE VERSIONS TO ACHIEVE THE SITES FULL FUNCTIONALITY AND
CAPABILITIES. Some states do not allow the disclaimer of implied warranties or
limitation on how long an implied warranty lasts, so the above disclaimer or
limitation may not apply to you. You may have other rights, which vary from
state to state.
10.2 The Sites includes an extensive collection of auction records that might
be used as tools in the process of estimating values. Invaluable Content is
only one of several elements that you should consider in estimating value of an
antique or other artistic work and depends upon the accuracy and timing of
information which Invaluable itself receives. Invaluable strongly recommends
that its Content only be used in conjunction with other specialists such as
Auction Houses, Personal Property Appraisers, Museums, and Dealers.
While Invaluable will endeavor to use commercially reasonable efforts to confirm the authenticity of the goods it receives and posts for auction via its websites, Invaluable makes no claims, representations or warranties with regard to the authenticity of any goods sold on its websites. 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 non-infringement. In addition, to the extent permitted by applicable law, Invaluable (including our affiliates, officers, directors, agents and employees) is not liable, and you agree not to hold Invaluable responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from the items posted for sale on our websites. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. If you have purchased an item that is not as described in our posting for auction, your sole remedy is to return it in the condition you received it in exchange for a refund.
If you believe that an item posted for sale on our websites violates a trademark, copyright or other intellectual property right held by you, please notify us immediately regarding the posting in question and the basis for your claim so we can properly investigate your claim.
10.3 Invaluable and third party content providers are not responsible for the
translations provided by Google Translate. The translated copies of the Sites
are not legally binding, and any differences created in translation have no
legal effect. Please be aware that the original lot description in the auction
catalogue provided by the AH is the official Content. If there are any concerns
regarding the accuracy of the information presented within the translated
versions of our sites, please refer back to the official Content.
SECTION 11. LIMITATION OF LIABILITY.
11.1 THE LIMITATION OF LIABILITY CONTAINED IN THIS SECTION 10 APPLY TO ANY
DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION,
INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER
VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS
TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS
BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY
ACKNOWLEDGE THAT INVALUABLE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR
ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY
FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
11.2 UNDER NO CIRCUMSTANCES WILL INVALUABLE OR ITS AFFILIATES, OR ANY OF ITS
SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOSS
OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH EITHER THE
CONTENT OR THE SERVICES, OR ANY LOSS OR DAMAGE CAUSED BY YOU BEING EXPOSED TO
INFORMATION CONTAINED ON THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE
ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR
OTHER CONTENT AVAILABLE THROUGH THE SERVICE. PLEASE SEEK THE ADVICE OF
PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC
INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING OPINIONS OR ADVICE
REGARDING THE IDENTIFICATION, VALUATION OR CARE OF ANTIQUES.
11.3 NEITHER INVALUABLE, ANY THIRD-PARTY CONTENT PROVIDER NOR THEIR RESPECTIVE
AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO ACCESS OR USE
THE SITES OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR
ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE
AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE
TO LIABILITY, AND (B) $100.00. Some states do not allow exclusion of implied
warranties or limitation of liability for incidental or consequential damages,
so the above limitations or exclusions may not apply to you. In such states,
the liability of Invaluable, third party content providers and their respective
agents shall be limited to the greatest extent permitted by law. Some states do
not allow the limitation of liability, so the foregoing limitation may not
apply to you.
SECTION 12. MICELLANEOUS
12.1 Copyright Infringement Policy. Invaluable observes the rights of all
copyright holders and has adopted and implemented a policy that provides for
the termination in appropriate circumstances of users and registered account
holders who infringe the rights of copyright holders. If you believe that your
work or that of a third party has been copied in a way that constitutes
copyright infringement, please provide our Copyright Officer (who may be
contacted electronically at support@Invaluable.com or care of our notice
address in Section 12.7 below) with the information required below by the
Online Copyright Infringement Liability Limitation Act of the Digital
Millennium Copyright Act, 17 U.S.C. 512:
A. A physical or electronic signature of a person authorized to act on behalf
of the owner of an exclusive right that is allegedly infringed;
B. Identification of the copyright work claimed to have been infringed, or, if
multiple copyrighted works at a single online sites are covered by a single
notification, a representative list of such works at that sites;
C. Identification of the material that is claimed to be infringing or to be the
subject of infringing activity and that is to be removed or access to which is
to be disabled, and information reasonably sufficient to permit us to locate
the material;
D. Information reasonably sufficient to permit us to contact the complaining
party;
E. A statement that the complaining party has a good-faith belief that use of
the material in the manner complained of is not authorized by the copyright
owner, its agent, or the law; and
F. A statement that the information in the notification is accurate, and under
penalty of perjury, that the complaining party is authorized to act on behalf
of the owner of an exclusive right that is allegedly infringed.
12.2 Governing Law. ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF THIS
AGREEMENT, OR THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, OR
THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO
ITS RULES OF CONFLICT OF LAWS. Each of the parties hereto hereby irrevocably
and unconditionally consents to submit to the sole and exclusive jurisdiction
of the courts of the Commonwealth of Massachusetts and of the United States of
America located in the Commonwealth of Massachusetts (the "Massachusetts
Courts") for any litigation among the parties hereto arising out of or
relating to this Agreement, or the negotiation, validity or performance of this
Agreement, waives any objection to the laying of venue of any such litigation
in the Massachusetts Courts and agrees not to plead or claim in any
Massachusetts Court that such litigation brought therein has been brought in
any inconvenient forum or that there are indispensable parties to such
litigation that are not subject to the jurisdiction of the Massachusetts
Courts.
12.3 Headings. Section headings in this Agreement are for reference purposes
only and in no way define, limit, construe or describe the scope or extent of
such section.
12.4 Severability; Construction. If any provision of this Agreement is held to
be invalid or unenforceable, such provision shall be struck and the remaining
provisions shall be enforced. If any inconsistency exists between the terms of
this Agreement and any additional terms and conditions of Additional Agreements
(whether such Additional Agreements are posted in electronic format on the
Sites or are separate written agreements entered into between you and Invaluable)
such terms shall be interpreted as to eliminate any inconsistency, if possible,
and otherwise, the additional terms and conditions of the Additional Agreements
shall control.
12.5 Waiver. Invaluable's failure to exercise or
forbearance from exercising any rights or remedies, or failure to enforce or
forbearance from enforcing, the strict performance of any provision of this
Agreement, will not constitute a waiver of Invaluable's
right to exercise such rights or remedies or enforce such provision or any
other provisions of this Agreement in that or any other instance. Any waiver of
any provision of this Agreement by Invaluable must be made in writing and
signed by an authorized representative of Invaluable specifically referencing
this Agreement and the provision to be waived.
12.6 Assignment; Third-Party Beneficiaries. This Agreement will inure to the
benefit of Invaluable's successors and assigns.
Except as set forth in this Agreement, this Agreement shall not benefit or
create any right or cause of action in or on behalf of any person other than
the parties hereto.
12.7 Notices. Except as otherwise provided herein, any notices to be given
pursuant to this Agreement may be given by postal mail to Invaluable, LLC 38
Everett Street, Suite 101, Boston, MA 02134, Attn: Vice President of Operations
(in the case of us) or to the email address you provide to Invaluable during
the registration process (in your case). Notice shall be deemed given 24 hours
after email is sent, unless the sending party is notified that the email
address is invalid. Alternatively, we may give you notice by certified mail,
postage prepaid and return receipt requested, to the address provided to Invaluable
during the registration process in the event that an address was supplied. In
such case, notice shall be deemed given 3 days after the date of mailing.
12.8 Survival. Subsections 1.8, 3.1, 3.3, 3.4, 3.5, 3.6, 4.3, 4.4 and 5.1 and
Section 7, 8, 9, 10 and 11, shall survive any termination of this Agreement as
well as any other provisions which by their terms or sense are intended to
survive.
12.9 Integration. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof, and except for any
Additional Agreements that you may have entered into with Invaluable,
supersedes all previous written or oral agreements between the parties with
respect to such subject matter hereof.
FIREARMS SALES:
Firearms sold online will be subject to a $15.00 gun transfer fee here in Florida payable to the FFL used in this auction sale. Your firearm will be packed and shipped at your expense to your FFL of choice in your home state.
Please inquire if you have any questions regarding this condition.
