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UsedSeedEquipment.com User Agreement
The UsedSeedEquipment.com Service (the "Service") and Web site (the "Site") is provided by UsedSeedEquipment.com, Inc. ("UsedSeedEquipment.com" or "we") to you ("you" or "User") subject to the terms of the following User Agreement ("Terms and Conditions," "User Agreement" or "Agreement") and any operating rules or policies that may be published from time to time by UsedSeedEquipment.com.
Before you subscribe to and begin participating in or using the Service, UsedSeedEquipment.com requires that you read and accept the following Terms and Conditions. BY CLICKING THE CHECKBOX MARKED "I agree to abide by the terms and conditions of the User Agreement" AT THE END OF THIS AGREEMENT AND USING THE SITE OR THE SERVICE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS OF USE AS APPLIED TO YOUR USE OF THE SITE AND THE SERVICE. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Service.
Changes to this Agreement.
We may, at our sole discretion, change, modify, add or remove any portion of this Agreement, in whole or in part, from time to time and at any time without notice to you, by posting such changes on the Site. You agree to periodically review these Terms and Conditions to be aware of any changes.Your continued use of the Site and the Service after such changes are posted will constitute your agreement to such changed terms and conditions.
UsedSeedEquipment.com is Only a Venue. The Site is only a venue for registered sellers to list business equipment, and for interested parties to contact the sellers. UsedSeedEquipment.com is not involved in the actual transactions between buyers and sellers. As a result, UsedSeedEquipment.com has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings or the information about the items, the ability of sellers to sell items or the ability of buyers to buy items. UsedSeedEquipment.com does not qualify or pre-qualify buyers or sellers. UsedSeedEquipment.com can not and does not confirm that each User is who he, she or it claims to be.There may be risks dealing with foreign nationals, underage persons or people acting under false pretense. Appearance on the Site is not an indication of the creditworthiness, trustworthiness, or acceptability of any buyer or seller. UsedSeedEquipment.com can not and does not control whether or not sellers will complete the sale of items they list.
Because UsedSeedEquipment.com is not and can not be involved in dealings between Users, in the event that you have a dispute with another User (whether a buyer or seller), you hereby release UsedSeedEquipment.com, its directors, officers, employees and agents from and against any and all 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 §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."
Monitoring, Editing and Disclosure of User Material:
For legal reasons, UsedSeedEquipment.com can not and does not try to control the information provided by other Users and made available through UsedSeedEquipment.com. You agree and acknowledge that another User's information may be offensive, harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled.
Modifications to Service:
UsedSeedEquipment.com reserves the right, for any reason, at its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site or the Service, including, but not limited to, content, features or hours of availability. UsedSeedEquipment.com may also impose limits on certain features of the Service or restrict your access to part or all of the Site or the Service without notice or penalty.
User Registration.
The Service is available only to individuals and businesses who can form legally binding contracts under applicable law. You have already completed the Registration Form.Upon your acceptance of these Terms and Conditions, your Registration Form shall be submitted to UsedSeedEquipment.com. UsedSeedEquipment.com reserves the right to disapprove your registration for any reason, at its sole discretion, and prohibit you from participating in the Service. In addition, UsedSeedEquipment.com reserves the right to terminate your use of the Service for any reason, at any time and from time to time, at its sole discretion.
User Conduct:
You are solely responsible for the content and context of any User Information you post through the Service or the Site. You warrant and agree that, while using the Site or the Service, you shall not:
- harass, threaten, embarrass or cause distress or discomfort upon another User, or any other individual or entity;
- transmit through the Service any information, data, text, files, links, software, messages, communications or other materials that UsedSeedEquipment.com, at its sole discretion, considers unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;
- impersonate any other person or entity, or misrepresent your affiliation with any other person or entity;
- upload, post, publish, transmit, reproduce, or distribute in any way, (i) information, software or other material obtained through the Service that is protected by copyright or other proprietary or intellectual property right, or derivative works with respect thereto, without obtaining permission of the copyright owner or rightholder; (ii) any component of the Service itself or derivative works with respect thereto, as the Service is copyrighted under applicable copyright laws;
- upload, post, publish or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute illegal activity, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export laws and regulations;
- upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Service for commercial purposes (other than as expressly permitted by the provider of such information or other material);
- restrict or inhibit any other User from using and enjoying the Service;
- post or transmit (i) any bulk e-mails, advertisements, solicitations, offers for sale of goods or services, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by the Service) or engage in spamming or flooding; or (ii) any information or software which contains a virus, trojan horse, worm or other harmful computer programming routine; or
- attempt to gain unauthorized access to other computer systems through the Site or the Service.Monitoring: You agree that UsedSeedEquipment.com has the right, but not the obligation, to monitor at any time, for any reason at its sole discretion, all material and content on the Site and the Service, including bulletin boards, e-mail and other forums, in order to determine compliance with these Terms and Conditions and any other operating rules that UsedSeedEquipment.com may establish from time to time. Notwithstanding this right, UsedSeedEquipment.com does not and can not review all materials posted to the Site by Users and UsedSeedEquipment.com is not responsible for any such materials posted by Users. UsedSeedEquipment.com reserves the right at all times to edit, disclose, refuse to post, request removal of or remove any material or information as may be necessary to comply with any law, regulation or government or agency request, to operate the Service properly, to protect itself or its Users, or if, at UsedSeedEquipment.com's sole discretion, such material and information are objectionable or in violation of these Terms and Conditions.
Seller's Warranties:
As a seller, you represent and warrant that:
- all Listing Details you provide shall be accurate and complete and shall accurately represent the conditions of the Posted Item at the expected sale date;
- no Posted Item you provide for sale on the Service shall be fraudulent or counterfeit;
- you shall have the right, through actual ownership or otherwise, to provide any Posted Item for sale on the Service.
System Integrity:
UsedSeedEquipment.com makes reasonable commercial efforts to make its Service and Site available, however, UsedSeedEquipment.com is not responsible for any service interruptions, including, but not limited to, interruptions that may affect the receipt, processing and acceptance of bids or other aspects of an auction or sale. You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, the Service or any sale being conducted on the Site. You shall not take any action that imposes an unreasonable or disproportionately large load on the Service or the Site infrastructure.
DISCLAIMER OF WARRANTIES:
THE SITE AND SERVICE, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE OR THE SERVICE, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USEDSEEDEQUIPMENT.COM DOES NOT WARRANT THAT THE SERVICE OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED THEREIN OR IN THE SITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. USEDSEEDEQUIPMENT.COM MAKES NO WARRANTY THAT THE SITE OR THE SERVICE WILL MEET USERS' REQUIREMENTS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES THAT BY POSTING AN ITEM ON THE SERVICE OR THE SITE, THE POSTED ITEM WILL BE SOLD. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY SERVICES ON THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICE. USEDSEEDEQUIPMENT.COM MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM USEDSEEDEQUIPMENT.COM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN MEMBERS.USEDSEEDEQUIPMENT.COM EXPRESSLY DISCLAIMS ANY ENDORSEMENT OR WARRANTY OF ANY GOODS SOLD ON OR THROUGH THE SERVICE, AND ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANOTHER USER.
LIMITATION OF LIABILITY:
IN NO EVENT SHALL USEDSEEDEQUIPMENT.COM BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF USEDSEEDEQUIPMENT.COM OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.IN NO EVENT SHALL THE TOTAL LIABILITY OF USEDSEEDEQUIPMENT.COM TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO,NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SITE AND THE SERVICE EXCEED, IN THE AGGREGATE, $100.00.
Indemnification:
You shall indemnify, defend and hold UsedSeedEquipment.com, its officers, directors, employees and agents (collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees), incurred by an Indemnified Party in connection with any claims arising out of, based upon or resulting from any breach or violation by you of these Terms and Conditions or any use by you of the Service or the Site. UsedSeedEquipment.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of any matter without the prior written consent of usedSeedEquipment.com.
No Agency:
The relationship between you and usedSeedEquipment.com is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms and Conditions.
Termination:
These Terms and Conditions constitute a binding agreement between you and UsedSeedEquipment.com until terminated by you or UsedSeedEquipment.com, which UsedSeedEquipment.com may do at any time, without notice, at UsedSeedEquipment.com's sole discretion. If you become dissatisfied with the Service or the Site, in any way, your only recourse is to immediately: (1) discontinue use of the Service; and/or (2) notify UsedSeedEquipment.com of termination of membership.
UsedSeedEquipment.com may, at any time, at its sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your status as a User or remove from the Site and the Service any other information you have posted to the Site.
Choice of Law;Dispute Resolution:
This Agreement shall be governed by and in accordance with the laws of the State of Idaho, without regard to conflicts of laws provisions. Any controversy involving UsedSeedEquipment.com arising from or in any way related to this Agreement or your use of the Service and the Site shall be submitted to arbitration to be conducted in accordance with the Rules of Commercial Arbitration of the American Arbitration Association ("AAA"). The arbitration shall be conducted in Twin Falls County, Idaho, United States of America by a single arbitrator with knowledge of the business product market and/or e-commerce/auction Web sites. Such arbitrator shall be mutually agreed upon by the parties in the event of a dispute between you and usedSeedEquipment.com. If you and UsedSeedEquipment.com have not agreed to a mutually acceptable arbitrator within thirty (30) days of the date of the notice of intention to arbitrate, the arbitrator shall be selected by the AAA or from its regularly maintained list of commercial arbitrators. Within sixty (60) days after the arbitrator has been selected, the arbitrator shall conduct a single hearing no longer than two (2) days in duration for the purpose of receiving evidence and shall render a decision within ten (10) days after the conclusion of the hearing. The Federal Rules of Evidence and the Federal Rules of Civil Procedure shall apply to any arbitration hearing and deposition discovery conducted in connection with any such hearing shall not exceed ten (10) hours for each party. The decision of the arbitrator shall be binding and final. In the event that you or UsedSeedEquipment.com commence a civil or administrative proceeding with respect to any disputes subject to arbitration under this provision, any other party to such proceeding shall be entitled to demand arbitration with respect to that dispute and shall be entitled to a permanent stay and injunction against any such civil or administrative proceeding. In the event that a party asserts multiple claims or causes of action, some but not all of which are subject to arbitration under law, any and all claims subject to arbitration shall be submitted to arbitration in accordance with this provision.
Notices And Disclosures:
Except as explicitly stated otherwise, any notices shall be given by e-mail to, in the case of UsedSeedEquipment.com, or, in the case of a User to either: (1) the e-mail address you provide to UsedSeedEquipment.com during the registration process or (2) such other address as you may specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid or, in the case of mailing, three (3) days after the date of mailing.
General Provisions:
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. The failure by either you or usedSeedEquipment.com to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. You agree that any cause of action arising out of or related to the Service or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Terms and Conditions comprise the entire agreement between you and UsedSeedEquipment.com and supersede all prior agreements between the parties, regarding the subject matter contained herein. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of this Agreement.
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