User Agreement

1. Our Services

• Our Site.AllSurplus, GovDeals, Liquidation.com, Liquidation.com Direct, Network International, and GoIndustry DoveBid are our Marketplace websites and together constitute our Site. Our Site allows Users to offer, sell, bid on, and buy just about any asset in a variety of pricing formats at locations across the world. Our Site is a core component of the Services that we provide.
• Guidance.We provide guidance to Users as part of our Services, such as pricing, reserves, shipping, inventories, photographing, listing creation, and related services. Such guidance is solely for informational purposes. A User may decide to follow guidance, or it may not. Further, while our customer support team may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee any of the following: the existence, quality, safety or legality of items advertised; the truth or accuracy of Users’ content or listings; the ability of Sellers to sell items; the ability of Buyers to pay for items; or that a Buyer or Seller will actually complete a Transaction or return an item.
• Buyers.Users who are Buyers are automatically registered as a Buyer on our Site upon such Buyer’s acceptance of this Agreement. We refer Buyers to our Listing Contract Policy that explains the process of how a Buyer contracts with a Seller to purchase an Asset in a Transaction.
• Self-Directed Sellers.Upon request and approval by us in our sole discretion, we can enable a User to sell Assets using our Services and thus become a Self-Directed Seller. Once approved, a Self-Directed Seller can use our Services to create and post Listings with Listing Contracts in a variety of pricing formats. We refer Self-Directed Sellers to our Listing Contract Policy that explains the process of how a Seller contracts with a Buyer to sell an Asset in a Transaction.
• Listing Contract Distinguished from User Agreement.Our Services are distinguished from the actual Listing Contract for a particular auction or sale Transaction. Our agreement with Buyers and Sellers directly accessing and using our Site is this Agreement. The Listing Contract is directly between the Seller and the Buyer. Our Listing Contract Policy provides an explanation of how a Seller and a Buyer enter into a Listing Contract. Our Listing Contract Policy also sets a default base set of terms and conditions for a Listing Contract, should a Seller not provide a Listing Contract or if Seller’s Listing Contract is silent as to certain terms that we believe are core to successful Transactions. In the event of a conflict between a Listing Contract’s terms and our default terms in our Listing Contract Policy, the terms of the Listing Contract control.
• Managed Services.We also provide a range of Services to support Self-Directed Sellers and other commercial businesses and governmental agencies that are not registered Users and that engage us to act as their agent on a consignment basis to sell their Assets using our Services (our “Managed Services”). Certain of our Managed Services are described in our Managed Services Policy. We may enter into a Managed Services Agreement or such other mutually agreed written agreement to set forth the additional terms on which we are engaged to provide Managed Services. In some cases, Seller will engage Liquidity Services on a consignment basis and Liquidity Services will sell such Seller’s Assets as Seller’s agent. Depending on the terms of the Managed Services Agreement or other mutually agreed agreement, such Seller may not be a party to this Agreement, except to the extent the Listing Contract between such Seller and Buyer incorporates by reference provisions of this Agreement.
• Policy Enforcement.When a dispute between Users arises, we may consider such Users’ performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do what we believe is the right action for our Buyers and Sellers and no such choice shall be deemed a waiver of our right to enforce our policies in accordance with their respective terms.

2. Restrictions on Use of Services. No User may:

• upload, post, email, transmit or otherwise make available any content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (iv) contains software viruses or any other code, files, programs or devices designed or intended to interrupt, destroy or limit the functionality or proper operation of our Services or any software or hardware comprising our Site; or (v) violates the terms of this Agreement;
• impersonate another person or entity (including, but not limited to, our employees or agents) or falsely state or otherwise misrepresent such User’s affiliation with another person or entity;
• use our Services in any way that violates any local, state, provincial, federal, national or international law or regulation or that is otherwise prohibited by this Agreement, including, without limitation, laws prohibiting the export of certain Assets and laws requiring a Seller to have an export license for selling to a Buyer that is not the same nationality of the Seller;
• use our Services in any manner that could damage, disable, overburden, or impair our Services;
• use our Services if such User cannot form a legally binding contract (for example, if the User is under 18 years old);
• use our Services if we have temporarily or indefinitely suspended such User’s account;
• use our Services if such User is a Restricted Person;
• take any action that imposes an unreasonable or disproportionately large load on our Site or our support infrastructure for Services;
• interfere with or disrupt any computer networks involved in the provision of our Services or disobey any requirements, procedures, policies or regulations of networks connected to our Services;
• interfere with another’s use of our Services;
• use our Services in such a way as to gain unauthorized access to our computer systems or the computer systems of others;
• sell, share, transfer, trade, loan or exploit for any commercial purpose our Services, including, but not limited to, any User’s account and password; and
• use spiders, crawlers, robots or any other similar means to access our Site or substantially download, reproduce or archive any portion of our Site, or otherwise engage in any data-mining activities using our Site or Services; and
• engage in shill bidding, (i) which is the act of bidding on your own Assets, either directly or indirectly, in an effort to artificially raise the price at which your Assets will eventually sell; (ii) which includes, but is not limited to, criminal or civil violations of applicable law as well as knowingly directing or allowing a third party to perform the artificial bidding against other legitimate bidders in the auction or sales event; and (iii) provided, however, notwithstanding the foregoing and where permitted by law, Liquidity Services may enter bids on a Seller’s behalf, including when we act as the Seller, up to (but not including) the reserve price on any Assets in any auction conducted pursuant to this bidding.

3. Reservation of Rights with Respect to our Services

• We reserve the right to do any of the following up to the time of a Completed Transaction:
  • withdraw any Assets offered for sale;
  • if Assets have been grouped together for auction as a single Listing, combine (including in bulk), sub-divide, alter or amend any Listing;
  • regulate bidding on any auction including, but not limited to, refusing to accept any bid or facilitating automatic bids on behalf of Buyers;
  • delay or rescind the sale of any Asset for any reason;
  • delay or condition removal from the premises upon which the Assets are located, subject to such conditions as we think are fit to impose if, in the Seller’s opinion or our opinion, removal of any Assets or part thereof will be likely to cause serious damage to the Seller’s or our premises or any other damage that the Buyer is either unable or unwilling to rectify or if any removal is being done without an approved method statement or risk assessment where such a statement or assessment is required; and
  • delay or rescind a Transaction if any party should claim possession of or title to all or part of an Asset prior to its removal from the Seller’s or our premises.

  If any of the above occur, our liability is limited to only the return to Buyer of the purchase price and any commissions, premiums or fees paid by Buyer with respect to such Listing.

• We reserve the right to do any of the following at any time:
  • accept or reject any Listing, offer to sell or purchase, bid or order;
  • limit the bid or order amounts proposed by a Buyer, either alone or in the aggregate;
  • refuse to do business with any User, including any existing or former User;
  • limit, suspend, restrict or terminate our Services, a User’s account, a User’s access to our Services and a User’s activities using our Services with or without cause or notice to a User;
  • limit or cancel quantities purchased (e.g., per person, per business, per household or per order);
  • revoke any stated offer to correct any errors, inaccuracies or omissions, including after a bid or offer to purchase has been submitted and whether or not the bid or offer to purchase has been confirmed or payment has been received;
  • modify or discontinue part or all of our Services at any time;
  • make any bid or offer to purchase contingent on providing valid credit information, funding earnest money for a bid, or entering into a standalone bid deposit agreement and making a bid deposit; and
  • offset any User’s funds, including earnest money or bid deposit, to pay any past due balances owed.

4. Disclaimer of Warranties Relating to Services

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid or order updates and other notification functionality in our Services may not occur in real time. Such functionality is subject to delays beyond our control. We do not warrant error-free or uninterrupted Services. Prices and availability of Assets described in Listings are subject to change without notice. YOU AGREE THAT YOU ARE MAKING USE OF THE SERVICES AT YOUR OWN RISK, AND THAT THE SERVICES ARE BEING PROVIDED TO YOU ON AN AS IS AND AS AVAILABLE BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE, AND OUR SERVICES ARE PROVIDED WITHOUT ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Our Services are designed to serve business and governmental Buyers and Sellers. Accordingly, Buyers are expected to be sophisticated and capable of self-evaluating and inspecting Assets they purchase on an AS-IS, WHERE-IS AND WITH ALL FAULTS basis. As most Assets are used or surplus Assets coming from corporations or governmental parties, our Services are not suitable for personal, family or household use. Buyers should not expect Sellers to provide any mass market or consumer warranties customarily offered by retail websites.

5. Limitation on Liability

• Limitations to our Liability. IN NO EVENT WILL LIQUIDITY SERVICES BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, LIMITED OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE). To the extent permitted by applicable law, such limitations to our liability apply to: (i) the ability or inability of a User to use our Services; (ii) pricing, reserve setting, listing preparation, shipping or any other guidance provided by us, except as otherwise expressly provided in a Managed Services Agreement; (iii) delays or disruptions in our Services; (iv) viruses or other malicious software obtained by accessing, or linking to, our Services; (v) glitches, bugs, errors, or inaccuracies of any kind in our Services; (vi) damage to User’s hardware device or other computer systems or software from using any of our Services; (vii) suspension or other action taken regarding User’s account; (viii) User’s need to modify practices, content, or behavior or User’s loss of or inability to do business, because of changes to this Agreement or our Services; (ix) User’s inability to import or export Assets, or fines or costs incurred related to the import or export of Assets; (x) any act or omission of a third party, including without limitation third-party Sellers and their agents; or (xi) any dispute between a User and a third party, including Claims relating to Assets sold by a Seller on behalf of a third party.
• Exception. Nothing in this Agreement shall limit or exclude liability for death or personal injury resulting from our gross negligence or willful misconduct or any other statutory or other liability that cannot be limited or excluded under applicable law.
• Damage Limitations. Regardless of the previous paragraphs, if we are found to be liable for any reason with respect to a Transaction for which we are providing Services, our liability to a User is limited as follows: (i) if in the Transaction we were reselling Assets that we had previously purchased and to which we had held title, our liability to a Buyer (for a Transaction in which we, in fact, are acting as the Seller) is limited to (a) the purchase price paid to us by the Buyer in the Transaction (including any applicable sales tax) and (b) any Buyer’s Premium or fees paid to us by such Buyer; (ii) If we are acting as a Seller’s consignee or agent, our liability to a Buyer in a Transaction is limited to the total Buyer’s Premium paid to us by the Buyer and our liability to a Seller in a Transaction is limited to the total Seller’s Commission paid to us by the Seller; or (iii) if we are neither a reseller nor a consignee, we are liable to a User only for the fees, commissions or premiums paid to us by such User for our Services provided in a Transaction.
• CLASS ACTION WAIVER. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE AND UNDERSTAND THAT YOU WILL NOT BRING AGAINST LIQUIDITY SERVICES, OR ANY OF ITS AFFILIATES OR RELATED ENTITIES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND PERMITTED SUCCESSORS AND ASSIGNS, ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION RELATED TO YOUR ACCESS TO, DEALINGS WITH, OR USE OF OUR SERVICES, AND ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

6. Defense and Indemnity

Each User agrees to defend and indemnify Liquidity Services, its affiliated and related entities, and their respective shareholders, members, directors, officers, employees, agents, representatives, and permitted successors and assigns (collectively, the “Liquidity Services Indemnified Parties”), and hold them harmless from and against any and all damages, claims, suits, actions, liabilities, loss, costs and expenses, including reasonable attorneys’ fees (collectively “Claims”), arising out of or alleged to have arisen from: (i) such User’s breach under this Agreement, (ii) such User’s breach of a Managed Services Agreement or any other agreement entered into under or in connection with this Agreement, (ii) if such User is a Buyer, such User’s subsequent sale, use or handling of the Assets, (iii) such User’s breach of any law, rule, regulation or any order of any court or other governmental authority, or (iii) such User’s violation of the rights of any third party. The foregoing indemnity applies to any such claim except to the extent that such Claim is caused by the gross negligence or willful misconduct of Liquidity Services.

7. Anti-Money Laundering, Anti-Terrorism, Anti-Bribery and Anti-Corruption Representation and Indemnity

Each User represents, warrants and certifies that such User is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit, or withdrawal of criminally derived property, or of money or monetary instruments that are (or that such User suspects or has reason to believe are) the proceeds of any illegal activity or that are intended to be used to promote or further any illegal activity, and will at all times comply with all laws, rules, regulations, and orders of any court or governmental authority applicable to such User, its business or the location of the Assets, for the prevention of money laundering, anti-terrorism, anti-bribery or anti-corruption, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and similar laws. Each User agrees to defend, indemnify and hold the Liquidity Services Indemnified Parties and all other Users harmless from and against any and all Claims made by any third party due to or arising out of such User’s breach of this representation. This includes, without limitation, the defense, indemnification and holding us and any other User harmless against any claims by any governmental agency, including without limitation any investigation, administrative, regulatory or judicial proceeding arising from any alleged violation of this representation. Users are referred to our Anti-Bribery and Anti-Corruption Policy.

8. Taxes

All bids and orders are made net of any taxes imposed with respect to the purchase. A Buyer is liable for all such taxes or for establishing a valid exemption certificate from such taxes. Each Buyer acknowledges and agrees that we are or the Seller (in the case of certain of certain of our government Sellers who prefer to handle this aspect of the transaction themselves)providing a Service in the calculation, reporting and remittance of sales or use taxes for Transactions that arise in connection with Buyer’s use of our Services, and ultimately, Buyer remains liable for any sales or use tax liability. We are not obligated to refund sales tax due to late submission of sales tax exemption documentation. In some countries, such as the United Kingdom, VAT applies to auctions or sales events. All bids and offers are net of any VAT and other indirect taxes imposed regarding the sale or purchase Transaction. Buyers are liable for all such taxes for all purchases. The successful bid or offer in respect of any Asset will be exclusive of VAT and other indirect taxes, and the amount payable by User will be increased by VAT and other indirect taxes owed. Similarly, all fees and other amounts payable to us (including Buyer’s Premium) are calculated without regard to VAT so the amount payable by User will be increased for VAT if applicable. The amount payable will be subject to VAT if User does not provide all necessary documentation to the Seller required to substantiate a VAT rate other than the standard VAT rate (e.g. 0% export rate or 0% rate for intracommunity supplies within the European Union) which will include: (i) satisfactory proof of export by the Buyer; (ii) the corresponding amount of tax refund from the relevant tax authority or Seller; and (iii) the relevant tax forms (if applicable). If User has a VAT registration number, User must enter it when registering for our Services and User is required to immediately notify us if it ceases to be valid. User will indemnify the Liquidity Services Indemnified Parties from and against any and all Claims relating to User and/or Seller’s failure to satisfy any VAT chargeable in relation to a Transaction. For the avoidance of doubt, it is User’s responsibility to satisfy itself that any VAT (or similar) charges or related obligations have been met in relation to a Transaction.

9. Term and Termination

The term of this Agreement commences when a User accesses or uses our Services and continues in full force and effect until we provide written notice of termination to such User or User provides notice to our customer service department that User is closing its account. Termination will immediately cancel any active Listing for a User’s account which a Listing Contract has not been formed between a Buyer and Seller. Notwithstanding any termination of this Agreement, the terms of this Agreement shall continue to apply to all outstanding Listing Contracts until such Listing Contracts have been fully settled and until such User has settled all outstanding amounts owed to us in accordance with this Agreement or any separate written agreement entered into between such User and us (for example, a Managed Services Agreement).

10. No Simultaneous Listing of the Same Assets on our Site and a Third-Party Marketplace for Sale or Auction; No Circumvention of our Services

Except as otherwise expressly authorized by us in writing, a User cannot: (i) simultaneously list for sale or auction Assets on our Site and a third-party marketplace for sale or auction; (ii) engage in any action with another User in which such action is designed to complete or facilitate outside of our Site any Transaction that is commenced on our Site; or (iii) use contact information obtained through our Services to offer to buy or sell an item outside of our Site; provided, however, that this provision shall not be deemed to prohibit any pre-existing contractual relationships between a seller and a buyer.

11. Communication & Notices

• Electronic Signatures in Global and National Commerce Act.User acknowledges and agrees by accessing or using this Site, including by clicking the electronic link indicating User’s agreement to be bound to this Agreement during registration on our Site, User is consenting to the use of electronic records and signatures in connection with the use of our Services and agrees to be bound by the requirements of the Electronic Signatures in Global and National Commerce Act (ESIGN), as amended.
• Notices.With the exception of service of legal process, inquiries and notices should be addressed to customer service.
• Service of Legal Process.
  • If to Liquidity Services by a User:
    • For service of legal process in the case of disputes in the United States between Liquidity Services and a Self-Directed Seller or a Buyer concerning this Agreement or our Services to: Liquidity Services Operations LLC, c/o Corporation Services Company, 251 Little Falls Drive, Wilmington, DE 19808, United States. For transactions outside the United States, Sellers are referred to the Contracting Entity, Governing Law and Jurisdiction Policy for instructions.
  • If to a User by Liquidity Services:When User uses any of our Services, or sends emails to us, User is communicating with us electronically. User consents to receive communications by electronic means. We will communicate with User by email or posting notices on our Site or through our Services provided through our Site. User agrees that all agreements, notices, disclosures and other communications that we provide to User electronically including by posting on our Site, satisfy any legal requirement that such communications be in writing.
  • Listing Contract Between a Seller and a Buyer.Users should refer to their Listing Contract for the applicable service of process, governing law and notice terms.
• Asset and Site Promotion.Except as otherwise agreed to by us in writing, each Seller grants to us the right and license to use such Seller’s name and trademark in connection with the Services that we provide to such Seller, including the promotion of such Seller’s Assets or our general marketing to attract Buyers to our Services; provided, however, that we will not issue a press release concerning a Seller’s Assets or name Seller’s organization in a press release without Seller’s consent. We are under no express obligation to provide marketing for a specific Listing unless engaged through a Managed Services Agreement or other written agreement between a Seller and us.

12. Miscellaneous

• Severability.If any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
• Assignability.In our sole discretion, we may assign User’s account and this Agreement in whole or in part to any purchaser(s) of any of our Marketplaces or all or a portion of our business. Users may not assign this Agreement or their account without our prior written consent, unless such assignment is undertaken as a sale of all or substantially all User’s assets and provided that such User provides our customer service with prior written notice of the assignment, the name and address of the assignee, a copy of the legal instrument assigning the contract and the effective date of the assignment.
• Amendments.We may amend this Agreement (including any document incorporated herein by reference) at any time by posting an amended Agreement with its effective date on our Site. Such effective date shall be no less than thirty (30) days from the date of posting. Our right to amend this Agreement includes the right to modify, add to, or remove terms in this Agreement. Unless otherwise specified, all amended terms will automatically be effective thirty (30) from the date of posting on our Site. A User’s continued use of our Site thirty days after our posting of any amended Agreement will constitute such User’s acceptance of such changes. User will not receive any other notice of a change in this Agreement outside of the posting of the amended Agreement on our Site.
• Choice of Language.It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents y afférents soient rédigés en anglais.
• Governing Law.Each User agrees that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Maryland, USA without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between Liquidity Services and a User. Any dispute arising under this Agreement with Liquidity Services in the United States will be litigated exclusively in the state or federal courts located in Montgomery County, Maryland, USA, and User agrees that User will not contest the personal jurisdiction of any court located in Montgomery County, Maryland, USA. Notwithstanding the foregoing, Managed Services performed by us from outside the United States are governed by our Contracting Entity, Governing Law and Jurisdiction Policy, unless otherwise specified in a Managed Services Agreement or in a mutually agreed written agreement.
• California Users.If User is a California resident, User may report, in accordance with Cal. Civ. Code §1789.3, any complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by tel. at (800) 952-5210.
• Waiver.Our failure to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver of any right, provision, term or condition must be in writing, signed by our authorized representative and be effective only for the instance specified in writing. We may grant or withhold waivers in our sole discretion.
• Timing of Payment.Time is of the essence in making all payments owed to Liquidity Services, including, without limitation, payments of Seller’s Commission and Buyer’s Premium owed to Liquidity Services pursuant to a Listing Contract or a Seller’s or Buyer’s default thereunder. Unless otherwise agreed to in writing, any Seller or Buyer failing to make payment when due may be charged interest by Liquidity Services in its sole discretion. Such interest on overdue amounts shall be charged at the rate of 18% per annum or the maximum rate permitted by law, together with legal or collection costs.
• Force Majeure.No party to this Agreement will be liable for performance delays, underperformance or failures of performance under this Agreement if such delay or failure results from a Force Majeure Event, excepting, however, the obligation to pay amounts when due (which obligations of payment are not excused by any Force Majeure Event).
• Records are the User’s Responsibility.We do not guarantee the preservation or maintenance of records relating to User’s Transactions or our Services. We encourage Users to keep individual records and an accounting of all activity conducted through our Site.
• Multiple Registrations.We reserve the right, in our sole discretion, to limit the number of registrations per User and we reserve the right to deactivate duplicate registrations for a User or registrations by an affiliate
• Sole Discretion.Any and all references in this Agreement to actions, rights, decisions, options or waivers requiring sole discretion shall mean the sole, absolute and unfettered discretion.
• Independent Contractors.No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
• Service Provider.User acknowledges that Liquidity Services is entitled, without notice to or consent from any User, to subcontract any of our contractual obligations or assign any of our rights related to the provision of Services to third parties selected by Liquidity Services.
• Entire Agreement.This Agreement, together with any policy, schedule or guideline incorporated by reference into this Agreement and, in the case of Sellers, any Managed Services Agreement or other mutually agreed written agreement constitutes the entire understanding and agreement between any User and Liquidity Services and supersedes all prior oral and written statements of the parties.
• Counterparts.A Managed Services Agreement or any other written agreement executed between a User and Liquidity Services may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. Such agreements may be executed and delivered by email in a portable document format (.pdf), and delivery of the signature page by such method will be deemed to have the same effect as if the original signature had been delivered to the other party.
• Survival.The following Sections survive the expiration or any termination of this Agreement: Section 2, Restrictions on Use of Services; Section 4, Disclaimer of Warranties Relating to Services; Section 5, Limitation on Liability; Section 6, Defense and Indemnity; Section 7, Anti-Money Laundering, Anti-Terrorism, Anti-Bribery and Anti-Corruption Representation and Warranty; Section 8, Taxes; Section 11, Communications & Notices; and Section 12, Miscellaneous.

Appendix A - Glossary of Defined Terms

“Agreement” as defined in the preamble and means the User Agreement, as such may updated from time to time in accordance with the Agreement’s terms and conditions. For the avoidance of doubt, the Agreement succeeds those certain Buyer & User Terms and Conditions dated October 21, 2019.

“Anti-Bribery and Anti-Corruption Policy” means the Anti-Bribery and Anti-Corruption Policy that is incorporated into the Agreement.

“Asset” means property made available by a Seller through the Services for bidding upon or purchase by a Buyer. An Asset may be any form of tangible, intangible or real property except as otherwise prohibited by our Prohibited Assets Policy or our Firearms and Live Ammunition Policy.

“Business Days” means any day other than a Saturday or Sunday or a legal holiday in the State or Country in which Liquidity Services, a Seller or a Buyer are located, as applicable.

“Buyer” in the appropriate context means a User of the Services who has registered with Liquidity Services to bid upon or offer to purchase Assets listed by Seller for auction or sale using the Services.

“Buyer’s Certificate” is the bidder’s certificate or other such similar document that Liquidity Services e-mails to Buyer that confirms that the Assets have been paid in full in circumstances where Seller has engaged Liquidity Services to provide Transaction settlement services.

“Buyer’s Premium” means the Service fees charged by Liquidity Services to a Buyer as expressly stated in a Seller’s Listing.

“Charge-Back” means an attempt to rescind a credit card transaction without Liquidity Services’ express advance written consent.

“Completed Transaction” the point in time that both of the following criteria are satisfied: (1) Seller or Liquidity Services receives Buyer’s payment in full (or Buyer and Seller have agreed to payment terms from the time Buyer takes delivery of the Assets); and (2) Buyer commences removal of the Assets under Ex Works (EXW) terms or otherwise risk of loss transfers pursuant to mutually agreed Incoterms^® 2020 in a Listing Contract or other written agreement between Seller and Buyer.

“Contracting Entity, Governing Law and Jurisdiction Policy” means the Contracting Entity, Governing Law and Jurisdiction Policy that is incorporated into the Agreement.

“Export Policy” means the Export Policy that is incorporated into the Agreement.

“Force Majeure Event” means an event beyond the reasonable control of a party that delays or prevents such party from performing any of its non-payment obligations under this Agreement, including when it is commercially impracticable, illegal or impossible to perform, due to events such as severe weather, war or hostilities, insurrection, riot or civil unrest, strike or other labor action, environmental contamination or release of radioactive, chemical or biological agent into the atmosphere, epidemic, pandemic, terrorist act(s) or threats of terrorism, cyber-attack, outage with respect to a third-party hosting service (e.g. Microsoft Azure or Amazon AWS) or similar events or threats of any of the foregoing.

“Intellectual Property Rights Policy” means the Intellectual Property Rights Policy that is incorporated into the Agreement.

“Listing” means a description of an Asset or Assets listed by a Seller for auction or purchase. A Listing will typically include a picture and description of the Asset, Seller information, inspection and payment terms and removal and other special instructions. A Listing is a solicitation by the Seller for a prospective Buyer to make a bid or otherwise offer to purchase an Asset or Assets. A Listing is not an offer by the Seller to sell.

“Listing Contract” means the contract formed at the point a Seller accepts a Buyer’s bid or offer to purchase through the Services, which, in turn, gives rise to a Transaction (as defined below).

“Listing Contract Policy” means the Listing Contract Policy that is incorporated into the Agreement.

“Listing Data” means data or audio/video content transmitted to a User as part of the Services or a User’s use of the Services.

“Managed Services Agreement” means an Agreement between a Buyer and a Seller pursuant to which we provide Managed Services.

“Managed Services Policy” means the Managed Services Policy that is incorporated into the Agreement and that describes our Managed Services and the terms that apply in the event we provide such Managed Services.

“Managed Services Seller” means a Seller that has engaged us to provide Managed Services through a Managed Services Agreement or other mutually agreed agreement.

“Marketplace” means a branded website and its collection of pages operated by Liquidity Services, including AllSurplus, GovDeals, Liquidation.com, Liquidation.com Direct, Network International, and GoIndustry DoveBid.

“Privacy Policy” means the Privacy Policy that is incorporated into the Agreement.

“Prohibited Assets Policy” means the Prohibited Asset Policy that is incorporated into the Agreement.

“Restricted Party” means any business or party listed on the U.S. Department of Commerce Denied Persons, Entity or Unverified Lists, the U.S. Department of State’s Debarred and Nonproliferation Lists, or the Specially Designated Nationals List, any European Union Sanctions List, the United Kingdom HMT List, any United Nations Sanctions List, or similar or successor lists.

“Self-Directed Seller” means a User for whom Liquidity Services has enabled the self-directed sale Services of our Site. A User seeking to sell Assets as a Self-Directed Seller must be pre-cleared to do so by us in our sole discretion and have their User account configured to enable this feature to work on the Site. Self-Directed Sellers are distinguished from Managed Services Sellers with whom we separately engage with as an agent and for whom we may provide listing of assets among other services that we are engaged to provide.

“Seller” means (i) a Self-Directed Seller; (ii) a person, entity or governmental actor who has consigned an Asset to us or a third party to sell on a consignment basis using our Services; or (iii) Liquidity Services, when we are reselling an Asset purchased by us to which we hold title.

“Seller Terms” means Seller’s terms and conditions applicable to a Listing that form the basis of a Listing Contract between a Seller and Buyer. In auction Listings, this is the Terms and Conditions hyperlink located in the bid box of the Listing.

“Services” means the technology, applications, tools, software and services provided by Liquidity Services, whereby Liquidity Services configures, operates, hosts and manages private Marketplace Sites allowing Buyers to bid upon and purchase Assets from Sellers. Services include use of our Sites and all related mobile and web services and tools.

“Site” means the following list of Marketplace URLs operated by Liquidity Services: AllSurplus, GovDeals, Network International, GoIndustry DoveBid, Liquidation.com, and Liquidation.com Direct. We reserve the right to add to, delete or change any of these Marketplace URLs.

“Transaction” means the Buyer’s bidding upon, offering to purchase, or other purchase through the Services that is accepted by the Seller.

“User” means a Buyer, a Self-Directed Seller or any Managed Services Seller that has accepted the Agreement (or any prior Buyer & User Terms and Conditions that the Agreement succeeds). A User may also include a guest or visitor to the Site.

“VAT” means value added tax as provided for in the EU VAT Directive 2006/112/EEC or similar tax in countries outside the EU.

Appendix B - Listing Contract Policy

This policy sets forth the terms on which a Buyer and a Seller enter into a Listing Contract using our Services and the default terms that apply in cases where: (i) the Seller does not specify a Listing Contract; or (ii) the Listing Contract is otherwise silent as to any of the below terms.

1. Listing as Solicitation of Interest from a Prospective Buyer to Bid or Offer to Purchase Assets.Using the Services to create a Listing, a Seller sets the terms and conditions on which the Seller will solicit interest from Buyers to bid or otherwise make offers to purchase from Seller. From a contractual standpoint, a Listing is a solicitation of interest from prospective Buyers to make a bid or other contractual offer to buy based on the pricing format set by Seller. A Listing is not an offer to sell and a Seller must accept a Buyer’s bid or offer to purchase in order to constitute a Transaction.
2. Seller Responsibilities When Soliciting Bids and Offers to Purchase From Buyers Using our Services.To promote the integrity and successful operation of our Services, the Seller agrees to:
   • accurately describe Assets in Listings to the best of its knowledge;
   • accurately describe the requirements applicable to Asset inspection, payment, removal and any other special instructions relevant to the Listing;
   • promptly respond to questions of interested Buyers;
   • promptly complete Transactions with Buyers and properly update Liquidity Services’ Seller tools to acknowledge Asset pick up, which shall be no later than ten (10) Business Days from the time and date of the delivery of Buyer’s Certificate by e-mail, unless a different date and time is specified in a Listing Contract or mutually agreed to in writing by Buyer and Seller;
   • not engage in any activity to circumvent the fees due to Liquidity Services pursuant to the Agreement or a Managed Services Agreement; and
   • not engage, directly or indirectly, in any activities intended to manipulate or interfere with the bidding process, including shill bidding (which is when a Seller bids on its own Assets or indirectly directs or allows a third party to perform artificial bidding against other legitimate bidders in an auction).
3. Offer Made by Buyer.From a contractual standpoint, a prospective Buyer’s bid or other offer to purchase is a contractual offer. A bidder in an auction format or a prospective Buyer in other transaction formats is making an unconditional offer to enter into a Listing Contract with the Seller. By submitting a bid or offer to Purchase, Buyer agrees they have read, fully understand and accept the Listing, the Listing Contract and the User Agreement. Further, by submitting a bid or offer to purchase, Buyer agrees that if such Buyer’s bid is accepted by Seller, Buyer will pay for and remove the Assets (which removal will occur no later than ten (10) Business Days from the time and date of the delivery of the Buyer’s Certificate by e-mail, unless a different date and time is specified in the Listing Contract or mutually agreed to in writing by Buyer and Seller).
4. Acceptance and Formation of Listing Contract.If a Buyer’s bid or offer to purchase is accepted by a Seller, a Listing Contract is formed with respect to a Transaction. By accepting a bid or offer to purchase, Seller agrees that Seller has read, fully understands and accepts the Listing and the Listing Contract and affirms its acceptance of the User Agreement.
5. Identity of the Seller.A Seller for purposes of this Listing Contract Policy is: (i) a User that has registered to use our Self-Directed Services to sell their own Assets on our Site; (ii) a person, entity or governmental actor who has consigned an Asset to us or a third party to sell on a consignment basis using our Services; or (iii) Liquidity Services, when we are reselling an Asset purchased by us to which we hold title. A Buyer should refer to the Listing and Listing Contract to understand the identity of the Seller. In certain instances, to protect the confidentiality of a Seller, a Seller may be identified with a user ID rather than its actual legal entity name.
6. Terms and Conditions of Listing Contract.A Listing forms the basis of the Listing Contract. A Listing Contract incorporates by reference a set of Seller Terms associated with the Listing. The Seller Terms may be unique to a Seller or even unique to a Transaction. Buyers should carefully read the Listing and Seller Terms as caveat emptor applies to every Listing Contract. Each set of Seller Terms must incorporate by reference the terms of this Listing Contract Policy, which serves as a floor for terms and conditions of all Transactions conducted using our Services. The terms of the Listing control over the Seller Terms and the Seller Terms control over this Listing Contract Policy; provided, however, neither a Listing nor Seller Terms may or shall be deemed to modify, amend or otherwise alter Liquidity Services’ rights, obligations or liability under the User Agreement. Oral statements by either Seller or Buyer are non-binding unless such statements are reduced to writing in a revised Listing. A Buyer is responsible for carefully reading the Listing and Seller Terms at the time of bidding, as such Listing or Seller Terms may be amended, modified or otherwise changed, including based on answers to questions asked by prospective Buyers and in response to inquiries regarding the types of transactions a Seller is willing to support.
7. Seller Representations and Warranties.
   • Seller’s Warranty of Title.Seller represents and warrants to Liquidity Services and to Buyer that it will deliver good and marketable title to its Assets, free and clear of all liens and encumbrances at the time a Completed Transaction occurs.
   • Seller’s Limited Warranty of Description.By posting a Listing, a Seller provides a limited representation and warranty of description to Liquidity Services and to Buyer that the Assets conform to the description of the Assets in the Listing.
8. Guaranty Waiver and Disclaimer of Representations and Warranties for a Listing Contract.
   • EXCEPT AS EXPRESSLY STATED OTHERWISE IN WRITING IN THE LISTING CONTRACT, IF BUYER PURCHASES ASSETS OR PLACES BIDS ON OR MAKE AN OFFER ON OR ORDER ASSETS, BUYER AGREES TO ACCEPT SUCH ASSETS AS IS, WHERE IS AND WITH ALL FAULTS.
   • NEITHER LIQUIDITY SERVICES NOR SELLER ARE LIABLE TO A BUYER FOR ANY PAYMENT FOR LOST PROFITS OR ANY OTHER MONEY DAMAGES, INCLUDING, WITHOUT LIMITATION, EXEMPLARY, PUNITIVE, SPECIAL, LIMITED, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES; PROVIDED, HOWEVER THE FOREGOING SHALL NOT BE DEEMED TO LIMIT BUYER’S EXPRESS REMEDIES IN THE EVENT OF A DEFAULT AS SET FORTH BELOW OR AS OTHERWISE MODIFIED BY SELLER AND BUYER IN A LISTING CONTRACT.
   • EXCEPT AS EXPRESSLY STATED IN WRITING IN THE LISTING CONTRACT, LIQUIDITY SERVICES AND SELLER DISCLAIM TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE ASSETS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE ASSETS ARE FREE FROM LATENT DEFECTS.
   • NEITHER LIQUIDITY SERVICES NOR ANY SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, NATURE, CONDITION, GENUINENESS, AUTHENTICITY OR COMPOSITION OF THE ASSETS OR REGARDING THE COMPLIANCE OF THE ASSETS WITH THE REQUIREMENTS OF ANY SPECIFICATIONS, LAWS OR REGULATIONS. BUYER AGREES TO REPAIR, AT BUYER’S COST, ANY ASSET PURCHASED TO A SAFE OPERATING CONDITION AND, WITHOUT LIMITATION, TO A CONDITION THAT MEETS ANY STANDARD OR REQUIREMENT OF ANY APPLICABLE AUTHORITY, LAW, RULE OR REGULATION INCLUDING THOSE CONCERNING ANY USE TO WHICH THE ASSET MAY BE PUT.
   • BUYER IS SOLELY RESPONSIBLE FOR THE ASSETS’ ABILITY TO ACHIEVE THE RESULTS BUYER INTENDS.
   • LIQUIDITY SERVICES AND SELLER DISCLAIM ALL WARRANTIES AND OTHER OBLIGATIONS ON ACCOUNT OF ANY CLAIM OF INFRINGEMENT OR MISSAPPROROIATION OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS IN CONNECTION WITH THE ASSETS.
   • UNLESS EXPRESSLY STATED OTHERWISE IN A LISTING, PHOTOGRAPHS, VIDEO, WRITTEN DESCRIPTIONS AND OTHER CONTENT ARE NOT INTENDED AS REPRESENTATIONS OR WARRANTIES BUT ARE PROVIDED SOLELY TO AID BUYER IN DETERMINING WHICH LISTINGS BUYER WILL PHYSICALLY INSPECT AND BID ON.
9. Inspection and Waiver of Seller’s Limited Warranty of Description.
   • General Rule – Buyer Should Inspect Prior to Bidding or Making an Offer to Purchase; Bidding or Offering to Purchase Waives Seller’s Limited Warranty of Description as to Such Buyer.If a Buyer bids or offers to purchase Assets without having inspected the Assets, Buyer does so at its own risk. Except as set forth in Exception 1 and Exception 2, below, Buyers are in most instances afforded access to inspect Assets prior to bidding or making an offer to Seller. From its inspection, a Buyer should satisfy itself with the condition, features and functionality of the Assets prior to bidding. Where Assets are made available to a prospective Buyer, Buyer waives Seller’s limited warranty of description at the time of bidding or at the time it offers to purchase the Assets. Sometimes, inspection requires an advance appointment or viewing Assets at specified public viewing times. If a Buyer needs specific advice (e.g., engineering, scientific, risk management, appraisal, valuation, legal), a Buyer should seek this from a third-party professional and not rely on the Listing or Seller. Buyer is solely responsible for selecting the appropriate Assets for Buyer’s needs. Except as set forth below in Exception 1 and Exception 2, below, all sales are final. This waiver of Seller’s limited warranty of descriptions applies even if Buyer does not avail itself of the opportunity for inspection.
   • Exception #1 – Rule for when Seller Provides No Inspection Until Immediately Prior to Removal.If a Seller only permits inspection immediately prior to or at the time of removal, a Buyer is deemed to irrevocably waive Seller’s limited warranty of description at the time it commences removal of the Assets. No disputes will be processed after commencement of removal of the Assets from the location of the Assets by Buyer or by Buyer’s third-party agent, shipper or carrier. This exception does not apply if Buyer has been given the opportunity for inspection and did not avail itself of such opportunity.
   • Exception #2 – Rule for Deliveries of Retail Goods Made Free Carrier (FCA) Buyer’s Location on Liquidation.com or Direct.Liquidation.com.In limited circumstances, a Seller using Liquidity Services’ Liquidation.com or Liquidation.com Direct marketplaces may only permit Buyer to inspect Assets once the Assets are received by Buyer at its designated location. This most frequently occurs with “black wrap” pallets wherein a retailer creates the pallet and bill of lading and the pallet is sold with no processing by Liquidity Services or, alternatively, with a truckload of Assets that are routed directly from a retailer to a Buyer after the winning bidder is identified. In such circumstances, Buyer must make a claim for any incorrect or inaccurate Listing description of the Assets within three (3) Business Days after delivery of the Assets to Buyer. Thereafter, Buyer waives any right to make a claim against Seller for breach of Seller’s limited warranty of description in a Transaction. Liquidity Services’ customer service department accepts and reviews legitimate claims solely as a service. Where Buyer has a legitimate claim, as determined by Liquidity Services in its sole discretion, refunds or returns of merchandise must be approved by Liquidity Services’ customer service department. All decisions of the customer service department are final. Any attempt to rescind a payment or return Assets prior to an authorization by Liquidity Services will cause a delay of claim resolution and may adversely affect Buyer’s ability to transact additional business on our Site. Unauthorized returns will be refused at delivery. When a return is authorized, we or the Seller will perform a full inspection of all Assets upon return and units must be the same as when shipped to Buyer (including serial numbers, accessories, etc.) to be eligible for a full refund. Title to Assets remains with Buyer until the returned Assets are delivered to Liquidity Services or the Seller, as the case may be. Buyer agrees that Liquidity Services is not responsible for examining or warranting the description of the Assets in any Listing or any content provided by Seller unless Seller is Liquidity Services and acting in its own capacity as a Seller in preparing the Listing.
10. Corrections by Sellers of a Listing Description After a Bid or Offer to Purchase.In the event a Seller amends a Listing to correct any material errors, inaccuracies or omissions in a Listing, Buyer may withdraw its bid or other offer to purchase. Liquidity Services reserves the right to extend the deadline for bidding when a change to the Listing occurs within 48 hours prior to the scheduled conclusion of bidding on an Asset.
11. Revocation of Seller’s Acceptance.A Seller may revoke its acceptance of Buyer’s bid or other offer to purchase at any point in time on or prior to a Completed Transaction occurring. In the event of revocation, Buyer shall be entitled to a full refund of the purchase price and any Buyer’s Premium paid but shall not be entitled to any other remedy.
12. Void Listing Contracts.A Listing Contract is void ab initio (to be treated as invalid at the outset) for any Buyer that fails to meet the requirements of a Listing, as determined by Liquidity Services in its sole discretion, or for which the Assets violate our Prohibited Items Policy. For example, a Listing that is restricted to only law enforcement agencies will be void ab initio if the Buyer fails to provide identification at the time of pick-up that it is a law enforcement agency. A Buyer shall be liable to Seller for all reasonable costs and expenses incurred by Seller in reliance on Buyer’s offer to purchase that has been voided.
13. Title.Unless a Listing Contract provides otherwise, title to Assets transfers at the point in time a Completed Transaction occurs.
14. Risk of Loss.Unless a Listing expressly provides to the contrary, all Transactions are Ex Works (EXW) location of the Assets specified in the Listing using Incoterms^® 2020 rules. Under these default terms, if a Buyer has paid in full under the Listing Contract and then commences removal of the Assets, all risk of loss shifts to Buyer and Buyer is solely responsible for insuring and transporting the Assets. Export Transactions shall comply with the terms of our Export Policy.
15. Vehicle Titles and Certificates of Ownership.Seller will provide a certificate of title or ownership to Buyer at the time of Buyer’s removal of any vehicle the title to which is evidenced by a certificate of title. Titles may be subject to such restrictions as may indicated in the Asset description on the Site. In certain instances, a vehicle may be sold without title as salvage, in which case no title will transfer, caveat emptor applies, and a Buyer must satisfy for itself whether it can obtain a certificate of title from a governmental agency without Seller’s support if it desires a certificate of title.
16. Personal and Property Risk During Inspection and Removal under a Listing Contract.Persons present for the exhibition, sale, or removal of Assets accept and assume all risks of damage or loss to person and property and expressly waive and release Seller and Liquidity Services from any and all liability on account of such person’s loss to person or property arising out of or attributable to being so present, except to the extent solely caused by the willful misconduct or gross negligence of Seller or Liquidity Services as the case may be. Such persons further agree not to make or bring any such claim against Seller or Liquidity Services, its affiliated and related entities, and their respective shareholders, members, directors, officers, employees, agents, representatives, and permitted successors and assigns, and forever release and discharge all such parties from liability under such claims.
17. Payment for Assets Under a Listing Contract.
    • Payment Instructions.A Listing sets the instructions on payment and transaction settlement. In some cases, Seller engages Liquidity Services to handle invoicing, receive payment on behalf of Seller and otherwise handle the mechanics of transaction settlement. In other cases, Seller receives payment and transaction settlement directly. If no payment instructions are set in the Listing, payment in full should be made to Liquidity Services as an agent on behalf of the Seller.
    • Payment in Full.For a Buyer to make payment in full, such Buyer must pay the applicable winning bid or hammer price, any applicable taxes, Buyer’s Premium and any additional fees as described in the Listing or amounts otherwise owed by Buyer or Liquidity Services with respect to its account with Liquidity Services. Generally, a Buyer’s Premium is required and is typically expressed as a percentage of the sale price to compensate Liquidity Services for providing the Services. To the extent Buyer owed Liquidity Services for any fees for Services provided to the Buyer, those fees must be paid as well.
    • Currency of Payment.Payment shall be made in the currency specified on the relevant Listing. If currency is not specified, the default currency will be U.S Dollars. Any bank charges in respect of conversion or transfer of monies shall be borne by Buyer in respect of bids.
    • State/Local Sales and/or Use Tax.Buyers may be subject to sales, use and/or value-added taxes. Buyers are responsible for contacting customer service or the appropriate tax authority office, completing any requisite forms and paying any taxes that may be imposed. Buyers must provide any applicable tax exemption documents (for example, exemption from sales tax as a registered reseller) to Liquidity Services at the latest within 24 hours after notice to Buyer that it has been selected by Seller as Buyer.
    • Method of Payment.Unless otherwise permitted by Liquidity Services, payment shall be made via bank wire transfer. Cash payments are not permitted. Liquidity Services, in its sole discretion, may permit Buyer to pay via credit card if payment in full is less than current limit set forth on the Site. Liquidity Services reserves the right to restrict certain Buyers from using credit cards. No charges will be made to the credit card until the bid or offer to purchase has been accepted by Seller. Liquidity Services reserves the right to charge a $25.00 fee for any rejected credit card transaction.
    • No Third-Party Funds.Except with a cashier’s check or money order from a financial institution or as otherwise approved by Liquidity Services in advance in writing, all funds must come from Buyer (or in the case of a legal entity, an affiliate, parent or subsidiary of Buyer) and Liquidity Services will not accept third-party funds of any kind.
    • Charge-Backs.In the event of a Charge-Back, Liquidity Services may, in its sole discretion, immediately and permanently deactivate a Buyer’s account. If Buyer performs a Charge-Back after receiving the Assets, Seller or Liquidity Services may file charges with the appropriate law enforcement agency and Seller and Liquidity Services each reserve the right to pursue all remedies available to Seller or Liquidity Services to recover any incurred damages.
    • Holds.Liquidity Services reserves the right to restrict access to funds in a Seller account based on certain factors, including, but not limited to, Transaction history, performance, riskiness of the Listing category, government inquiry or investigation, an alleged claim or Liquidity Services’ investigation of an alleged breach of this Agreement or a breach by the Seller of its agreement with Liquidity Services, or a dispute.
    • Set-Offs.Liquidity Services reserves the right to set-off any fees or other amounts a Buyer owes Liquidity Services for any reason from any of Buyer’s funds in Liquidity Services’ possession or that are paid or received from Buyer for one or more purchases of Assets. Liquidity Services reserves the right to set-off any fees or other amounts a Seller owes Liquidity Services for any reason from any of Seller’s funds in Liquidity Services’ possession.
    • Capacity of Liquidity Services with respect to transactions in the United Kingdom and the European Union.Other than when Liquidity Services acts as a reseller for its own account (i) Seller authorizes Liquidity Services as its agent to receive payment for the Asset(s); (ii) Seller appoints Liquidity Services as its agent and has the authority to negotiate sales of Assets on behalf of such Seller; (iii) Seller appoints Liquidity Services as its agent with the authority to negotiate and conclude sales of Assets on behalf of such Seller; (d) Liquidity Services’ receipt of payment from the Buyer will fulfil or satisfy the Buyer’s obligation to pay the purchase price to the Seller. In no instances does Liquidity Services act as agent for the buyer.
18. Removal of Assets Under a Listing Contract.
    • Listing Explains Seller’s Removal Requirements.The Listing will describe the removal process and specific requirements of Seller. In most cases, Seller engages us to handle Transaction settlement on behalf of Seller. In such instances, Liquidity Services will e-mail a Buyer’s Certificate to the Buyer as confirmation that Buyer has paid in full for the Assets described in the Listing Contract. Buyers’ Certificates will be released only upon receipt of payment as specified in the Listing and only to the extent that a Buyer is in good standing with respect to its accounts with Liquidity Services.
    • Buyer’s Responsibility Starts at Time Buyer Commences Removal.Unless otherwise agreed to in writing between Seller and Buyer, Buyer is responsible for the removal, loading, transportation, export, import, unloading, and, if applicable, reassembly or start-up of the Assets. Absent the express written agreement of Seller, Seller will not perform the role of shipper or exporter. Absent the express written agreement of Liquidity Services, Liquidity Services will not perform the role of shipper or exporter.
    • Buyer is Responsible for Health & Safety of Its Employees, Agents & Contractors.Buyer is responsible for its and its employees’, agents’ and contractors’ compliance with all applicable laws and regulations for the removal, transportation, reassembly and use of an Asset. Buyer is responsible for any damage to property, including spills or releases of hazardous substances, which might occur during the removal process. Buyer is responsible for ensuring that Buyer’s employees, agents and contractors understand the health, safety and environmental site rules at the location where removal is to occur. If Buyer brings employees or third parties to attend or assist in the removal of Assets, Buyer assumes all risks of damage of or loss to their person and property and agrees to defend and indemnify Seller and Liquidity Services from any and all liability for such risks. Buyer agrees to defend, indemnify and hold harmless the Liquidity Services Indemnified Parties and Seller from any Claim made by any third party due to, arising out of or attributable to Buyer’s or its agent’s removal of Assets, including without limitation, all damage or loss to person or property. Buyer is responsible for all damage to property, including spills or releases of hazardous substances, that occurs during the Asset removal process.
    • Buyer Assumes Responsibility for Compliance with Applicable Environmental Laws and other Regulations.Buyer must comply with all applicable environmental laws when removing, transporting, reassembling, using and disposing of Assets, including all laws related to waste disposal, air emissions, discharges, toxic substances and hazardous waste disposal. If Buyer disposes of consumer electronics purchased through our Site or Services, Buyer must dispose of such electronics using a certified electronics recycler (for example, R2 or eSteward certified), and failure to do so may subject Buyer’s account to restriction or deactivation, and other legal or equitable remedies that may be available to us. For the avoidance of doubt, Liquidity Services has no duty to remove any hazardous, toxic, corrosive, reactive or ignitable substances that are contained in or are a part of any Asset. Certain Assets may have components, parts, constituents or ingredients that may be corrosive, reactive, and ignitable or exhibit other hazardous or toxic properties. Buyer agrees to remove, use and ultimately dispose of any hazardous components or constituents according to all applicable laws and regulations in a manner safe for the public and the environment. Certain Assets or components of Assets may contain residual chemicals, friable asbestos, petroleum products and ozone depleting substances or other hazards. Buyer acknowledges and agrees that neither the Seller nor Liquidity Services is responsible for providing documentation or certification regarding the identification or status of these substances. Certain Assets may not necessarily comply with the Health and Safety at Work Etc. Act 1974, Environmental Protection Act 1990 or any other UK and/or EC Acts, Regulations, Directives or other applicable, equivalent or similar laws in any relevant jurisdiction. Buyer acknowledges that some items in the Listing may not, or no longer, conform to the terms of the EU Directive on Machinery as implemented in the National Legislation of the relevant Member Country. Buyer shall determine to its satisfaction whether any lot is in conformity. Supporting documents that are not mentioned in the description of the Asset are not available. Buyer shall export from the EEA or upgrade within six months, any Asset purchased that is non-conforming and prior to export or upgrading, Buyer will not permit such Asset to be put into use or traded. Neither Liquidity Services nor any Seller makes any representation or warranty that the Assets offered for sale are importable into any country or that all supporting documentation is available. Buyer agrees that any item purchased for importation into any country will be imported in compliance with all applicable laws and regulations of that country.
    • Buyer Required to Have Insurance Covering Its Loading and Transportation of Assets.To remove the Assets from Seller’s location, a Buyer and its agents must maintain adequate automobile and commercial general liability insurance, and minimum legally required workers compensation insurance for Buyer’s employees picking up the Assets. Upon request, Buyer will provide Liquidity Services and Seller with proof of such insurance and will name Liquidity Services and Seller as additional insureds under Buyer’s policies to the extent permitted by law.
    • Time Period for Removal.All Assets must be removed by Buyer within ten (10) Business Days from the time and date of the delivery of Buyer’s Certificate by e-mail, unless a different time and date is set by the Listing Contract or Buyer and Seller mutually agree otherwise in writing. Buyer is responsible for loading and removing all Assets subject of a Listing as identified in Buyer’s Certificate. Buyer will make all arrangements and perform all work necessary, including packing, loading and transportation of the Assets of a Listing. Under no circumstances will either Liquidity Services or Seller assume responsibility for packing, loading or shipping. See instructions in each Listing for complete removal details.
    • Time is of the Essence in Removing Assets.Time is of the essence with respect to removal of Assets. Buyer may have to schedule an appointment in advance with Seller. For complex removals, Seller may require certain of its employees or agents to be available at the time of removal. Buyer may also need to provide removal method statements and/or risk assessments (to the reasonable satisfaction of the Seller) and proof of additional insurance beyond that specified above where the Assets require dismantling, rigging or hot cutting (or as otherwise required by the Seller).
    • Unwanted Assets and Dunnage.Unless stated otherwise in a Listing, most Assets include dunnage (cartons, pallets, shrink-wrap, bands, crates, etc.), and Buyer must remove the entire lot of Assets, including dunnage. Buyer is responsible for the disposal of Buyer’s unwanted Assets and dunnage and, if Buyer fails to do so, Seller or Liquidity Services can charge Buyer the costs of such disposal by a trash or disposal company, plus a fee equal to 10% of the cost of such trash or disposal costs. Buyer agrees to defend, indemnify and hold harmless the Liquidity Services Indemnified Parties and Seller against all Claims brought by third parties related to your failure to remove any Assets.
    • Timing of Payment.Time is of the essence in making payment. Unless otherwise stated in the Listing, in a Service Order Confirmation from Liquidity Services or in a separate written agreement between Seller and Buyer, Buyer must make payment by the deadline set by the Listing or if no deadline is set in the Listing, within five (5) days after Buyer is notified that Seller has accepted Buyer’s offer to purchase. No extensions of the payment period will be granted. Buyer agrees to pay interest on overdue amounts at the rate of 18% per annum or the maximum rate permitted by applicable law, together with any legal or collection costs incurred by Liquidity Services and/or Seller.
19. Default by Seller and Buyer’s Remedies.If Seller breaches its obligations under a Listing Contract and such breach is not cured within five (5) Business Days after written notice to Seller of its breach, Seller shall be in default and Buyer may, in its sole discretion, take either of the following actions:
    • Waive the default, subject to the condition that Seller promptly present a written amendment to the Listing Contract setting forth new performance obligations satisfactory to Buyer, in its sole discretion, with such waiver being effective only upon execution by both Buyer and Seller of a mutually agreeable amendment to the Listing Contract; or
    • Terminate the Listing Contract, in which case Buyer will be refunded all amounts paid to Seller or Liquidity Services pursuant to the Listing Contract.
    If a Force Majeure Event occurs before Seller’s default, the cure period shall be extended for the duration of the Force Majeure Event.
20. Default by Buyer and Seller’s Remedies.If Buyer breaches its obligations under a Listing Contract and such breach is not cured within five (5) Business Days after notice by Seller (or by Liquidity Services if Liquidity Services is acting as agent for a Managed Services Seller) to Buyer (except for payment obligations for which there shall be no cure period), Buyer shall be in default and Seller shall be entitled to any of the following remedies:
    • In the event of a non-monetary default, waive such default, subject to the condition that Buyer promptly present a written amendment to the Listing Contract setting forth new performance obligations satisfactory to Seller, in its sole discretion, with such waiver being effective only upon the execution by both Seller and Buyer of a mutually agreeable amendment to the Listing Contract;
    • In the event of a failure of Buyer to pay any amount when due, terminate the Listing Contract and Buyer shall pay to Liquidity the Buyer’s Premium that would have been paid but for Buyer’s default;
    • In the event of a failure to remove the Assets, either:
      • declare the Asset to be in Seller’s storage, at which point the existing Buyer’s Certificate will be cancelled and a $50 daily storage fee shall be charged. Liquidity Services will issue to Buyer a new Buyer’s Certificate and Buyer shall be permitted to remove the Assets only after it pays the storage fees in full to Liquidity Services. Storage fees shall be split between Seller and Liquidity Services to offset Buyer’s storage costs and Liquidity Services’ additional labor and processing costs incurred as a result of the delay; or
      • declare that Buyer has abandoned the Assets, terminate the Listing Contract, and then reclaim and resell the Assets. If the Assets are declared abandoned, Liquidity Services shall deduct the greater of $200 or the amount of its Buyer’s Premium from the amount paid by Buyer for the abandoned Assets (the “Buyer Default Funds”). The remaining Buyer Default Funds shall be offset as follows: (1) Seller shall be entitled to retain the full amount of the remaining Buyer Default Funds if Seller exercises commercially reasonable efforts to sell the Assets and is unsuccessful within the 45 calendar day period following Seller’s declaration of abandonment; or (2) if Seller is able to resell the Assets, then Seller shall be entitled to retain such portion of the remaining Buyer Default funds equal to the positive difference, if any, between Seller’s resale recovery and the recovery that Seller would have achieved if Buyer had performed.
21. Listing Contract Disputes.
    • Disputes Between Users.Each User is solely responsible for its direct interactions with other Users. Liquidity Services reserves the right, but has no obligation, to monitor disputes between Users. Liquidity Services will have no liability for a User’s interactions with another User, or for any User’s acts or omissions.
    • Governing Law and Jurisdiction.The applicable governing law, jurisdiction for venue and forum and any jurisdiction specific clauses will be in accordance with the Listing Contract. If the Listing Contract is silent, Appendix F (Contracting Entity, Governing Law and Jurisdiction Policy) shall apply with respect to the terms of the Listing Contract. No Listing Contract may change the governing law and jurisdiction with respect to disputes under the User Agreement with respect to a User and Liquidity Services.
    • Unit Price Transactions and Variances.When Assets are sold on a per unit price basis, Seller may reserve the right to vary the quantity delivered by a percentage expressly disclosed in the Listing. In such cases, Users agree to accept any quantity within such disclosed variance limits. Outside such limits, the purchase price will be adjusted upwards or downwards based upon the quantity actually delivered and accepted by Buyer. Buyer agrees to cooperate with and provide all applicable documents to Liquidity Services’ customer service department in the event of a dispute regarding variances.

Appendix C - Export Policy

1. Default Rules for Shipping Arrangements and Shifting of Risk of Loss
   • Default of Ex Works (EXW) Location of Assets.Unless specified otherwise in a Listing, delivery of Assets is Ex Works (EXW) the location of Assets Incoterms^® 2020. Ex Works (EXW) is defined by International Chamber of Commerce. Generally, this means: Seller makes the Assets available at the location identified in a Listing; Buyer coordinates and pays for all removal, loading and transportation costs (including, truck, ship or plane transportation); and at the point at which the Assets are made available to Buyer, Buyer is responsible for all risks of loss.
   • Modifications as to Default Ex Works (EXW) Terms.Under standard Ex Works (EXW) Incoterms^® 2020 terms, a Seller agrees to execute paperwork for export of assets provided the Buyer pays for all costs. The Agreement modifies this rule to provide that a Seller in the United States is only obligated to act as an exporter of record in the event that an Asset does not require an export license to the destination and its export is not otherwise prohibited by rules promulgated by the U.S. Office of Foreign Assets Control (which prohibit, for example, export to citizens and corporations in Cuba, Iran, North Korea and Syria) and other sanctions laws applicable to a Transaction. Accordingly, we expect that Sellers will be willing and able to export Assets not restricted by sanctions and otherwise designated as EAR99 in the U.S. (i.e., not listed with a specific Export Control Classification Number (ECCN) on the Commerce Control List (CCL) maintained by the U.S. Department of Commerce) or its equivalency in other countries of export. Stated a different way, Seller will act as exporter provided an export license is not required. If Seller agrees in writing to act as the exporter of record, it remains the case per Ex Works (EXW) that Buyer will pay for all export costs, including reasonable costs and expenses of an export broker to assist Seller in preparing the required export documentation.
     
     In the case of a Seller located in the European Union or the United Kingdom the same modifications to the standard Ex Works (EXW) Incoterms^® 2020 terms apply and as such a Seller agrees to act as an exporter of record and to assist in the proper and effective completion of any necessary EU or UK customs procedures or formalities in order to facilitate a transaction. In addition, in relation to transactions with a Seller located in the EU or the UK, Liquidity Services will not act, and should not be reported or recorded, as an exporter of record in respect of any Assets unless, exceptionally, otherwise agreed separately in writing expressing its consent to perform such customs functions and, in each such instance, such consent may only be granted for specific and individual transactions. Each Buyer and Seller hereby indemnifies Liquidity Services for any damage, costs, penalties, fines, interest, lost profit and/or any other injury suffered or sustained as a result of a breach or violation of this prohibition and the use of its identity as an exporter of record without its knowledge.
   • Sellers May Modify Listings to Provide Alternative Shipping Arrangements and Shifting of Risk of Loss.Sellers who believe their recovery will be maximized by allowing export of the goods are encouraged to include in the Listing the applicable Incoterms^® 2020 rules that they will accept, if different from this default rule.
   • Routed Export Transactions in the United States.A non-U.S. Buyer may hire a U.S. agent to export an Asset. If so, the Transaction will be structured as “routed export transactions” as defined in 15 C.F.R. § 758.3 and 15 C.F.R. § 30.3. In the event that a Buyer seeks to export Assets purchased on our Site, Buyer will be (a) the U.S. Principal Party in Interest; or (b) if Buyer is not eligible to be the U.S. Principal Party in Interest, Buyer will authorize a U.S. agent to be the “Exporter” in accordance with the Foreign Trade Regulations, 15 C.F.R. Part 30, and the Export Administration Regulations, 15 C.F.R. Parts 730-774. We will not release an Asset sold to a Buyer outside the United States unless and until all appropriate documentation has been provided to Liquidity Services to establish a “routed export transaction.” For the avoidance of doubt, Liquidity Services will not act as the U.S. Principal Party in Interest.
   • Compliance with Export Laws is Responsibility of the User and Liquidity Services is Not a Customs Broker.Export controls and sanctions are administered by several U.S. Government agencies including, but not limited to: (a) the Directorate of Defense Trade Controls (“DDTC”), which administers export controls applicable to defense services, defense articles, and related technical data controlled under the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. Parts 120-130 (“ITAR”); (b) the Bureau of Industry and Security (“BIS”), which administers export controls applicable to certain defense, commercial, and “dual-use” items, software, and technology under the Export Administration Regulations (“EAR”), 15 C.F.R. Parts 730-774EAR; and (c) OFAC the Office of Foreign Assets Control (“OFAC”), which prohibits certain activities relating to sanctioned countries, persons, and activities. This paragraph is not intended to be a comprehensive summary of applicable laws. Compliance with all applicable laws is the responsibility of each User. Liquidity Services shall have no liability for any export which is not conducted in accordance with applicable law. Each User represents and warrants to Liquidity Services that they shall comply with all applicable laws, including, but not limited to, FTR, EAR and ITAR, including screening all known parties to the Transaction against the DDTC, BIS OFAC and other applicable Restricted Party lists. Notwithstanding the foregoing, Liquidity Services uses a third-party vendor to screen Buyers against the Restricted Party lists in order to provide an automated screening tool built into the functionality of the Site. In the event that Liquidity Services or a Seller determines that a Transaction potentially could violate applicable export controls or sanctions laws, Liquidity Services or such Seller, as applicable, is excused from performance until such concern is resolved to Liquidity Services’ or such Seller’s satisfaction, as the case may be.
2. Compliance with U.S. Sanction Laws.Liquidity Services and each of its subsidiaries world-wide comply with U.S. sanctions laws, and the sanctions laws of the countries within which each operates. Under various U.S. sanctions programs, an Asset may not be acquired for, shipped to, transferred (in-country), or re-exported, directly or indirectly, to or for (a) any Restricted Party; (b) countries subject to U.S. sanctions; or (c) restricted end-uses such as, but not limited to, weapons of mass destruction, nuclear activities, chemical/biological weapons, or missile projects, unless specifically authorized by the U.S. Government for such purposes. Each User agrees that it will comply strictly with all U.S. law, as well all other applicable law, such as the law of the country in which the Assets are located and assumes sole responsibility for obtaining appropriate authorizations from the applicable government to export, re-export or transfer as may be required.
3. Cooperation.Users agree to cooperate fully with any request from Liquidity Services relating to such User’s compliance with this Policy, including, but not limited to, providing copies of shipping records or allowing Liquidity Services to inspect original documents upon request.
4. Warning Regarding Failures to Comply.A User’s failure to comply with the export and sanctions laws of the U.S. or any other applicable country may result in fines and penalties, up to and including imprisonment and detention, seizure, or forfeiture of the purchased Asset, in addition to delays in the delivery or use of a purchased Asset.

Appendix D - Intellectual Property Rights Policy

1. Trademarks and Publicity.A User has no right to display or use Liquidity Services’ tradenames, domain names, trademarks or service marks without our express written permission, which we may withhold in our sole discretion.
2. Liquidity Services’ Ownership of Intellectual Property Related to our Services and Site.You acknowledge and agree that our Services (which include applications, tools, and software) include proprietary and confidential information protected by intellectual property and other laws. You further acknowledge and agree that the content of the Site is protected by copyrights, trademarks, service marks, patents or other intellectual property and proprietary rights and laws.
3. Listing Data.You agree that you will not: (i) record, store, duplicate, reproduce, re-broadcast or otherwise exploit any Listing Data transmitted to you as part of our Services or your use of the Site; (ii) frame or utilize any framing technique to enclose any Listing Data; (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Site; or (iv) access the Site for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services or any other products or services offered by Liquidity Services. We own all right, title and interest in, or have a valid license in, all Listing Data.
4. Ownership of Intellectual Property in Assets.You acknowledge that any software or intellectual property rights appurtenant to an Asset may not be the property of the Seller or capable of transfer by the Seller unless expressly stated in a Listing. Neither the Seller nor Liquidity Services is in any way authorizing the use by you of such software or intellectual property rights and any use of such software or exploitation of such intellectual property rights shall be at your sole risk.
5. Copyright & Intellectual Property Policy.We respect the intellectual property of others and expect our Users to do the same. We respond to notices of alleged copyright or other intellectual property infringement. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Site, you should contact our Copyright Agent (as set forth below) and provide the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
6. Seller Content.To ensure that a Seller is giving potential Buyers an accurate description of its Assets, and to ensure that a Seller is not infringing on anyone else’s content rights, Self-Directed Sellers should write their own descriptions and use their own images.
7. Disclaimer of Third Party Content.While we may provide links to third-party sites and services on our Site, they are provided to you solely for informational purposes. You agree that we are not responsible or liable for (a) the availability or accuracy of such sites, services or resources; (b) the content, advertising or products on or available from such sites or resources; or (c) the privacy policies and data collection, use or retention practices of such sites. The inclusion of any link on our Site does not imply that we endorse the linked site. You use such links solely at your own risk.
8. Notifications for Copyright and Trademark Infringement.Liquidity Services’ designated agent to receive notifications of claimed infringement can be reached at:

   Copyright Agent, c/o Legal Department
   Liquidity Services, Inc.
   6931 Arlington Road, Suite 200
   Bethesda, Maryland 20814
   E-mail: copyrightagent@liquidityservices.com
   Phone: 202-467-6868

   For additional information regarding this procedure, please reference 17 USC 512.

Appendix E - Managed Services Policy

Liquidity Services offers the following Services on each of its Marketplaces:

1. Managed Services.Liquidity Services will act as agent for Seller to manage the sale of Seller’s Assets using our Services (such Services, “Managed Services”) pursuant to a written Managed Services Agreement that specifies the Assets that Seller is consigning to us on an exclusive basis for auction or sale. Managed Services may include, but are not limited to:
   • Channel optimization services;
   • Marketing and promotion services;
   • Asset lotting and merchandising services;
   • Product information enhancement services;
   • Logistics services, such as storage, inventory management, cataloging, testing, refurbishment and de-labeling services;
   • Outbound fulfillment services; and
   • Settlement and support services, such as buyer qualification, collection, settlement and transaction tracking and reporting services.

   The above list is a sample of Managed Services offered. Liquidity Services is only obligated to provide a Seller with those Managed Services Liquidity Services has agreed to perform in the applicable Managed Services Agreement.

2. Commission.Upon the sale and collection of proceeds of an auction or sale by Liquidity Services, Liquidity Services will be paid a commission of the sale price set in the Managed Services Agreement, which Liquidity Services will deduct from the sale proceeds prior to disbursing such proceeds to Seller. Liquidity Services will also collect and retain for its own account a Buyer’s Premium from the Buyer of the Assets. Liquidity Services shall be reimbursed for expenses incurred in connection with the sale as mutually agreed by the parties.
3. Asset Unavailability Fee.During the term of the Agreement, if (i) Seller engages any other service provider to sell the Assets; or (ii) Seller sells or offers to sell any of the Assets in any manner other than on our Site or through our Services; or (iii) Seller withdraws any Assets from sale on our Site or through our Services; or (iv) the Assets are unavailable for any other reason, Liquidity Services shall be entitled to (A) its expenses incurred with respect to the Services provided with respect to such Assets, and (ii) an amount equal to its commission and Buyer’s Premium calculated based upon Liquidity Services’ reasonable estimate of the sale price that would have been achieved if the Assets had been sold through Liquidity Services (the “Asset Unavailability Fee”). Liquidity Services may, in its sole discretion, withhold the Asset Unavailability Fee from the proceeds of sales of other Assets of Seller or invoice Seller for such amount.  Seller shall pay any such invoice within ten (10) Business Days after receipt. Seller acknowledges and agrees that it shall never withdraw an Asset from a sale under this Agreement (i) where Liquidity Services has entered into a binding sales agreement with a Buyer; or (ii) where an online auction in relation to such Asset has commenced.
4. Term and Termination.The Managed Services Agreement shall remain in effect until terminated by either party on written notice of termination unless a different term or termination process is specified in the Managed Services Agreement; provided, however, that notwithstanding any such termination, the terms of the Managed Services Agreement shall continue to apply to all outstanding Listings and Listing Contracts until such Listings and Listing Contracts have been fully settled and until the Seller has settled all outstanding amounts owed to us in accordance with the Managed Services Agreement.
5. Seller’s Representations Concerning Assets.In order for us to act as your agent, we are required to verify certain information regarding the Assets and you. Accordingly, Seller hereby represents, warrants to us and covenants with us the following:
   • Seller is authorized to execute and perform the Managed Services Agreement, and the Managed Services Agreement constitutes the valid and legally binding obligation of Seller enforceable in accordance with its terms;
   • Seller holds and, up to the moment of sale provided for under this Agreement, will hold good and marketable title to all Assets free and clear of all liens and encumbrances;
   • Seller will maintain custody and control of the Assets until such time as they are sold, and their removal is authorized by Liquidity Services;
   • None of the Assets infringe or violate (or contain any parts or components which infringe or violate) any third party’s intellectual property or other proprietary rights;
   • For Assets located in the United States, the sale of the Assets does not constitute a bulk sale subject to the Bulk Transfer Article of the Uniform Commercial Code for any state in which any of the Assets are located;
   • No Hazardous Substances are contained in or made a part of the Assets. For purposes of this Agreement, the term “Hazardous Substances” means, either individually or collectively, any chemical, solid, liquid, gas, or other substance that is regulated by any governmental authority or that presents an imminent and substantial danger to the public health or welfare or to the environment, or otherwise requires special handling, collection, storage, treatment, disposal, or transportation; and
   • None of the Assets or any components thereof, or related software or technology requires a U.S. Government license for export from the United States to countries other than those which are subject to comprehensive embargoes or support for terrorism except those specifically listed in writing delivered by Seller to Liquidity Services, with the respective Export Control Classification Numbers for such listed Assets. Further, none of the Assets or any components thereof, or related software or technology requires a license for export from the country wherein the Assets are located or is otherwise subject to embargoes or sanctions restrictions of the country wherein the Assets are located.
   • Seller is a registered User and acknowledges and agrees to the latest version of the User Agreement currently applicable to all Users of our Services, including, without limitation, Limitation on Liability (Section 5 of the User Agreement) and Defense and Indemnity (Section 6 of the User Agreement).

Appendix F - Contracting Entity, Governing Law and Jurisdiction Policy

For disputes between you and any Liquidity Services entity, the Liquidity Services legal entity, governing law and jurisdiction will vary based on the location of the Assets and shall be governed and construed in accordance with the laws set out in the table below without regard to the conflict of law principles of such jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Unless otherwise indicated in a written agreement between Liquidity Services and a User, the applicable Liquidity Services contracting entity, notice address, governing law/venue and currency will depend on the location of the Asset at the time of sale, and shall be as set forth in the table below:

Location of Assets at Time of Sale	Liquidity Services Contracting Entity	Legal Notice Address	Governing Law & Choice of Language For Dispute	Governing Venue	Currency
United States or any other country/region not otherwise specified in this table	Liquidity Services, Inc.	Liquidity Services, Inc. c/o Corporation Services Company 251 Little Falls Drive Wilmington, DE 19808 United States	Maryland, United States English	Montgomery County, Maryland, US	US$
Canada	LSI Liquidity Services Canada, Ltd	c/o Gowlings Suite 2300, Bentall 5 550 Burrard Street Vancouver, BC V6C 2B5 Canada	Province of Ontario English	Province of Ontario	CA$
China	GoIndustry DoveBid (Shanghai) Co. Limited*	Liquidity Services Room 3805, No.1 Tower, Kerry Everbright City No. 218 Tianmu Road West Shanghai, China	People’s Republic of China Chinese	Shanghai International Arbitration Center	CNY
Hong Kong and other locations in Asia Pacific not stated (“APAC”)	Liquidity Services (Hong Kong) Limited	Liquidity Services (Hong Kong) Limited Room 2, 17/F., Metropole Square No.2 On Yiu Street Shatin, New Territories Hong Kong	English Law English	Hong Kong arbitration at Hong Kong International Arbitration Centre	HK$ or USD$
Singapore	GoIndustry DoveBid (S) Pte Ltd	c/o CSCGFM Corporate Services (Singapore) Pte. Ltd. , 30 Raffles Place, #23-01 Oxley @ Raffles, Singapore 048622	English Law English	Hong Kong arbitration at Hong Kong International Arbitration Centre	SGD$ or USD$
Australia	Liquidity Services Global Solutions Pty. Ltd	Liquidity Services Global Solutions Pty. Ltd, Level 16, Tower 2, Darling Park, 201 Sussex Street, Sydney NSW 2000	English Law English	Hong Kong arbitration at Hong Kong International Arbitration Centre	AUD$ or USD$
United Kingdom and European Union	Liquidity Services UK Ltd	c/o Corporation Service Company (UK) Limited, 5 Churchill Place, 10th Floor, London, UK E14 5HU	English Law English	London Court of International Arbitration	GBP, Euro or USD$

* Except when Liquidity Services has purchased and is reselling Assets (i.e., a “principal deal”), in which case its Liquidity Services (Shanghai) Trading Co. Ltd. that is buying and reselling assets instead of GoIndustry DoveBid (Shanghai) Co. Limited, which entity sells assets on a consignment basis.

Venue for all disputes arising under or related to a Managed Services Agreement will be in accordance with the above table unless the parties agree otherwise in the terms of a Managed Services Agreement. Each party irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appendix G - Prohibited Assets Policy

• Products produced, manufactured or packaged by forced prison labor or child labor
• Pornography in any form of media
• Alcoholic beverages, cigars, cigarettes or tobacco products except in the case of a governmental actor authorized to resell in accordance with applicable law
• Live animals or taxidermy
• Grave or other funeral-related items
• Charity fundraising activities
• Used cosmetics
• Credit or debit cards
• Gift cards (except where the sale of gift cards by a governmental actor is permitted)
• Illegal and prescription drugs, illegal drug paraphernalia, and materials describing how to make illegal drugs
• Embargoed Assets from prohibited countries currently listed by the U.S. Office of Foreign Assets Control
• Government documents, government identifications, and government licenses (except where the sale of a government license by a governmental actor is permitted
• Human parts or human remains
• Surveillance equipment (including but not limited to lock picking devices, wiretapping devices, telephone bugging devices);
• Event tickets
• Lottery tickets
• Mailing lists and personal consumer information
• Manufacturer’s coupons
• Pesticides
• Plants (including live plants and seeds) except in the case of a Seller authorized to resell under applicable law
• Firewood or lumber (except for artificial or manufactured firewood or where sale of firewood or lumber is permitted by applicable law and any transportation of firewood or lumber is done in a compliant manner with the laws and regulations across which it is transported)
• Postage meters or stamps
• Real estate (except where a seller holds a commercial real estate license or is a government agency or authority selling under exception from licensing due to statutory exception or sovereign immunity)
• Stocks and other securities
• Travel services
• Products containing ingredients that are regulated by the U.S. Drug Enforcement Administration as a controlled substance or listed chemical
• Textile fiber, fur or wool products misbranded or falsely or deceptively labelled or advertised under the Textile Fiber Products Identification Act, the Fur Protection Labelling Act, the Wool Products Labelling Act and the rules and regulations promulgated under such Acts
• Illegal products, illegal services, counterfeit, stolen or recalled products
• Firearms and ammunition except for Transactions in compliance with Appendix I Firearms and Live Ammunition Policy

Appendix H - Anti-Bribery and Anti-Corruption Policy

Integrity is a core value of Liquidity Services and, accordingly, we are transparent in the way we conduct business and adhere to the highest ethical standards. The Company takes bribery and corruption very seriously and is committed to acting professionally, fairly and with integrity in all our business dealings and relationships.

Honest dealing with customers and suppliers is essential to sound business relationships. Giving or receiving any kickbacks, bribes, or similar payments of any sort is prohibited. Sellers, Buyers and their agents are required to demonstrate these same high ethical standards and to conduct all business transactions with integrity and fairness. Users and their agents may not act in any way, in their business relationship with Liquidity Services or otherwise, that violates the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, or any other anti-bribery or anti-corruption law applicable to the User and Transactions in which the User is involved. Users must only use suppliers that do not violate ethical standards through bribes, kickbacks, or other similar improper or unlawful payments. Giving or promising to give anything of value to induce an official to affect any governmental act or decision, or to assist Liquidity Services in obtaining or retaining business or securing any improper advantage, is strictly prohibited. If any Liquidity Services employee, or any other person, requests such a payment, a User is required to report such a request to the Liquidity Services Compliance and Ethics Hotline

Compliance and Ethics Hotline, anonymous reporting (where allowed by law) - call toll-free in the US: 888-475-8376 - outside the US: dial the AT&T access line for your country and then dial: 855-300-3054 U.S. Hotline: https://liquidityservicesinc.alertline.com EU Hotline: https://liquidityservicesinceu.alertline.com.

Appendix I - Firearms and Live Ammunition Policy

Liquidity Services permits Users who are government agencies to sell firearms and live ammunition on the Site, provided they comply with all applicable federal, state and local laws and regulations, and this Policy. No non-governmental User is permitted to sell firearms or live ammunition on the Site.

Sellers and Buyers of firearms and live ammunition on the Site are responsible and liable for compliance with all applicable laws and regulations.

Seller Requirements:

In addition to all applicable laws and regulations, government agencies must comply with the following requirements to sell firearms and live ammunition on the Site:

Requirements for Sellers, who do not have an Employee or Contractor with an Active Federal Firearms License (“FFL”):

1. All items must be listed in the restricted category named “Firearms and Live Ammunition”, which restricts participation to Buyers with an active FFL.
2. Seller must verify the identity of Buyer prior to conveying firearms or live ammunition to Buyer. The following forms of identification are required:
   • A valid and current government-issued identification with picture (“ID”); and
   • A valid and current FFL matching the ID.
3. The holder of the FFL must take possession and sign the bill of sale associated with the Transaction in person, no exceptions.

Requirements for Sellers, who have an Employee or Contractor with an Active FFL:

1. Seller must submit a copy of the holder’s FFL and ID to us. We will not accept an expired FFL or ID.
2. Seller must ensure we have the most current FFL on record. The Liquidity Services Client Service Representative (“CSR”) for the account will perform semi-annual reviews to ensure the FFL on file is current. If there is an expired FFL or ID on file with us, no transactions will be permitted until a current FFL or ID is provided.
3. Seller is responsible and liable for performing all legally required background checks and paperwork pertaining to Buyer.
4. Seller must keep a signed copy of the bill of sale in accordance with applicable federal and state laws and regulations.

Buyer Requirements:

Besides all applicable laws and regulations, Buyers wishing to participate in auctions in the restricted category of “Firearms and Live Ammunition” on the Site must comply with the following requirements:

1. Buyer must submit a copy of their valid and current FFL and ID to us. All information on the FFL, ID and Buyer’s registration must match. If it does not, Buyer will not be permitted to purchase firearms or live ammunition through the Site or our Services.
2. Buyer must pick up all Assets won in the restricted category of “Firearms and Live Ammunition” in person.
3. Buyer must present their valid and current FFL and ID on removal of the Asset.

Violation of the requirements set forth herein may cause cancellation of the Transaction and/or suspension or termination of the applicable User’s account on the Site.