1.1
ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS & CONDITIONS
Use of this Web site constitutes acceptance of the Cotela.com Terms &
Conditions. You accept and agree to be bound by the Terms & Conditions,
operating rules and/or policies of Cotela.com, published by Cotela.com as
described below (all such Terms & Conditions, operating rules and/or
policies as they may be amended from time to time shall hereinafter be referred
to as these "Terms & Conditions"). Members may be referred to as
"Member," "User," "Buyer" when a Member is being
described as acting as a buyer in a Cotela.com transaction, "Bidder"
when a Member is being described as bidding on an asset in order to act as a
potential buyer in a Cotela.com transaction, and "Seller" when a
Member is acting as a seller in a Cotela.com transaction. These Terms &
Conditions comprise the entire agreement between Member and Cotela.com and
supersede all prior agreements between the parties, regarding the subject
matter contained herein.
1.2 DESCRIPTION
OF SERVICES
Cotela.com acts as a venue for Sellers to list properties and Buyers to bid on
properties. Cotela.com is not involved in the actual transactions between
Buyers and Sellers and assume no responsibility for actions or Web Stores made
based on information or services on Cotela.com. In the event that any parties
using our Site, including Sellers, Buyers and Bidders, have a dispute, the
Company (including our officers, directors, agents, affiliates, and employees)
is not liable for any claims, demands and damages arising out of or in any way
connected with such disputes. The information published on the Site may include
inaccuracies or errors. While the Company strives to keep the information on
the Site accurate, complete and up-to-date, the Company can not guarantee, and
will not be responsible for any damage or loss related to the accuracy,
completeness or timeliness of the information. Such information is provided
without warranty of any kind. In no event shall the Company (and our officers,
directors, agents, affiliates, and employees) be liable for any claims, demands
and damages arising out of or in any way connected with the use of the Site,
the delay or inability to use the Site, or any information or services obtained
from the Site.
1.3 WHO CAN BID?
Bidders must register with Cotela.com as a Member and be capable of forming
legally binding relations under applicable law. The services provided by Cotela.com
are not available to individuals under the age of 18 years old and any other individuals
who are legally prohibited from, or otherwise incapable of, entering into
binding contracts.
1.4 WHO CAN SELL?
Sellers must be the rightful owners or authorized by the owners of such
property, a court of law, or through power of attorney to sell an Asset.
Sellers must produce evidence of ownership and/or authorization to sell an
Asset upon request of Cotela.com or a Buyer.
1.5 PROCEDURE FOR
CONDUCTING AUCTIONS AND STORES
Assets are listed for the specified bidding periods shown on the Site and are
deemed "sold" at the close of bidding which will be set at a time
pre-determined by the Seller. Each Asset will have a description and disclosure
information on the Site, as well as any additional conditions of sale provided
by the Seller. Once bidding commences, Bidders may make a bid at any time prior
to closing of the bidding. All Assets will have a minimum bid price disclosed
on the Site. For certain Assets, the Seller may impose a reserve price which is
not disclosed on the Site. If there are no bids above the minimum bid or
reserve price (whichever is higher), then the Seller is not obligated to sell
the Asset. After bidding closes on each Asset, Cotela.com will send the highest
Bidder and Seller an email detailing the highest bid and contact information.
In all auctions Buyers who receive a winning bid notice are legally bound to
buy the asset at the quoted bid amount (see "Contractual Obligations of
Buyers and Sellers" below), and the Seller is legally bound to sell the
asset, pursuant to these Terms & Conditions, subject to the additional
conditions of sale specified by Seller. The Seller is obligated to contact the
winning Bidder within three (3) business days to complete the transaction (or
the Seller may engage a representative, including Cotela.com, to contact the
winning Bidder on the Seller's behalf, pursuant to prior agreement). After
three (3) business days if the Seller is unable to contact the winning Bidder,
for whatever reason, the Seller may, in its sole discretion (a) continue to attempt
to contact the high bidder with assistance from Cotela.com; (b) after
contacting Cotela.com, contact the second highest Bidder and sell the Asset to
the second highest Bidder; or (c) re-list the asset on the Site. By selling an
Asset to the next highest Bidder, neither the Seller nor Cotela.com is
releasing any claims he/she/it may have against the highest Bidder for
non-performance. Once the Seller contacts the winning Bidder, the Seller and
winning Bidder shall complete the settlement of the purchase and sale of the
Asset pursuant to "Settlement of Transactions" below.
1.6 SETTLEMENT OF
TRANSACTIONS
The settlement of a purchase and sale of an Asset following a completed bidding
process shall be conducted pursuant to this Section, unless otherwise provided
in the Seller's conditions of sale or in a written agreement executed by the
Buyer and Seller. Unless otherwise provided in the Seller's conditions of sale
or otherwise agreed upon by the Seller and Buyer in writing, final settlement
shall take place no later than seven (7) business days after Buyer is given a
Winning Bid notice.
1.7 USER NAME AND
PASSWORD
Once a party becomes a Member of the Site, the Member will select a user name
and a password. Members are entirely responsible for maintaining the
confidentiality of their user names and passwords. Furthermore, Members are
entirely responsible for any and all activities, which occur under a Member's
ID and password. Member agrees to immediately notify Cotela.com of any
unauthorized use of Member's ID or any other breach of security known to
Member.
1.8 CONTRACTUAL
OBLIGATIONS OF BUYERS AND SELLERS
Terms & Conditions As Contract. These Terms & Conditions, together with
any additional conditions of sale provided by a Seller for a particular Asset disclosed
on the Site, comprise a contract between a Seller and the winning Bidder in any
completed auction. By bidding on an Asset a Bidder agrees, and by listing an
Asset on the Site, a Seller agrees, to be bound by these Terms & Conditions
and the Seller's conditions of sale included in the Asset's description, so
long as those conditions of sale are not in violation of these Terms &
Conditions or unlawful. In the event of any direct conflict between these Terms
& Conditions and any conditions of sale provided by a Seller, then these
Terms & Conditions shall prevail, except that in the event of a direct
conflict regarding the timing and requirements of settlement provided in the
Section entitled "Settlement of Transactions" above, then the Seller's
conditions of sale shall prevail with respect to such provisions.
1.9 BINDING CONTRACT
BETWEEN BUYER AND SELLER
A bid made by a Buyer is an offer to purchase the asset from the Seller at the
stated bid price. The bid is an irrevocable offer, subject only to material
changes in the description of an asset made after such bid is placed by a
Buyer. Buyers are required to conduct any research or due diligence of an asset
prior to making a bid (See "Other Responsibilities of Bidders/Buyers"
below). All Assets are listed and sold on an "as is" basis. If a
Buyer bids on an asset and that bid represents the highest bid for that asset,
and the highest bid is at or above the Seller's minimum and/or reserve price
(whichever is higher), the Buyer's bid is deemed accepted by the Seller
(subject to these Terms & Conditions, including the right of a Buyer to
change or retract a bid in the event of a material change in the description of
the Asset, as set forth below), except for an exceptional circumstance, such as
a typographical error. Once a Buyer's bid is accepted by the Seller, the Buyer
is obligated to purchase the asset at the price he/she/it offered and pursuant
to these Terms & Conditions and the Seller's conditions of sale. If a
Seller receives at least one bid at or above the Seller's stated minimum price
(or in the case where the Seller has set a reserve price, at or above the
reserve price), the Seller is obligated to complete the transaction with the
highest Bidder upon the completion of the bidding, unless there is an
exceptional circumstance, such as a clear typographical error or other
conditions stated in these Terms & Conditions.
1.10 CONDITIONS OF
PURCHASE AND SALE
All purchases and sales of Assets and use of the Site by Members shall be
conducted in compliance with applicable law. Purchases made on the Site are
entirely without recourse to Cotela.com. All Members acknowledge and agree that
closing of all sales of Assets may be subject to final approval of a court
(including a bankruptcy court) or other agency and that if such approval is not
obtained, the Seller may withdraw such Asset after a completed bidding process
without any recourse or liability on the part of Seller.
1.11 BUYER AND SELLER
CONTRACT OBLIGATIONS
All Members are third party beneficiaries of these Terms & Conditions, and
Buyers and Sellers shall be entitled to enforce the provisions hereof and may
pursue legal action against each other for non-performance of any provision
hereof, including without limitation, non-performance of a purchase and sale
after a completed bidding process. In addition, Cotela.com retains the right to
terminate a Member's rights to use the Site in the event a Member violates
these Terms & Conditions. All Assets are listed and sold on the Site on an
"as is" basis. Bidders are required to conduct any research or due
diligence of an asset that they wish to conduct prior to making a bid. After
the online bidding is complete, unless otherwise indicated/engaged, Buyers are
responsible for taking all necessary actions to complete the sale once a
Winning Bid notice is given to Buyer. Cotela.com retains the rights to
terminate a Buyer's rights to use the Site in the event a Buyer fails to
perform its obligations to settle on a completed auction.
1.12 OTHER
RESPONSIBILITIES OF SELLERS Description of Assets. Sellers must accurately describe Assets in a listing
provided for inclusion on the Site and shall be liable for any misstatements or
omissions in such description. Sellers shall also accurately describe assets to
the best of their ability. Listing such as bulk lots shall contain a
description of the exact items the bidder will receive. Pictures
associated with single items or bulk lots shall not include any other items
other than the exact items a bidder will receive. Item descriptions shall
not include links to other non Cotela.com websites not directly related to
describing the item. Failure to accurately describe an Asset could be
fraudulent and could subject a Seller to civil and/or criminal liability, as
well as being in violation of these Terms & Conditions. Cotela.com retains
the right to terminate a Seller's rights to use the Site in the event a Seller
includes material misstatements, unapproved links or omissions in an
Asset's description. Prior to listing an Asset, Sellers shall provide to Cotela.com
any terms or conditions of sale for particular Assets in addition to these
Terms & Conditions. Sellers are responsible for complying with all
applicable local, state, federal, or foreign laws, rules, regulations and legal
approvals regarding the sale of any Assets. Sellers are also solely responsible
for ensuring that all items offered for sale are offered in full compliance
with any applicable legal limitations or restrictions.
1.13 PAYMENT OF
COMMISSION
We dot charge minimal fees for the use of Cotela.com. We do not and will not
ask for any financial information on this site. All payments will be made via
paypal.com or Google Checkout.
1.14 SUPERVISION OF
CONTENT
Cotela.com reserves the right to supervise all material, content and
information on its Site, including, but not limited to, asset listings and
bidding activity, to determine compliance with the Terms & Conditions and
all current and future operating procedures and rules of conduct established by
Cotela.com. Cotela.com reserves the right, at its sole discretion, to amend,
edit, remove or otherwise block any material posted by a Member, which may
violate any state, federal or local law or violate any aspect of these Terms
& Conditions or which may otherwise jeopardize the business operations or
goals of Cotela.com.
1.15 MEMBER CONDUCT
Member is solely responsible for the contents of his/her/its transmissions
through the Site. Member's use of the Site is subject to all applicable local,
state, national and international laws and regulations. Member agrees: (a) to
comply with international law regarding the transmission of technical data
exported from any country through the Site; (b) not to use the Site for illegal
purposes; (c) not to interfere or disrupt networks connected to the Site; and
(d) to comply with all regulations, policies and procedures of networks
connected to the Site. (e) not to use the site to solicit Cotela.com members to
visit other sites including in but no limited to item descriptions or
member questions. Member agrees not to transmit through the Site any
unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene
or otherwise objectionable material of any kind or nature. Member further
agrees not to transmit any material that encourages conduct that could
constitute a criminal offense, give rise to civil liability or otherwise
violate any applicable local, state, national or international law or
regulation. Attempts to gain unauthorized access to other computer systems are
prohibited. Member further agrees not to use the Site in a manner that violates
any national, international, federal, state, local or statute laws, including
but not limited to the sale of any regulated substances.
1.16 NO RESALE OR
COMMERCIAL USE OF THE SERVICES PROVIDED ON THE SITE
Member's right to use the Site is personal to Member. Member agrees not to
resell or make any commercial use of the services provided on the Site, without
the express written consent of Cotela.com. Member acknowledges that content
appearing on the Site may be protected by copyrights, trademarks or other
proprietary or personal rights and that applicable laws will govern the
Member's use of such content. Member agrees that without the prior written
consent of Cotela.com, Member shall not resell the Site, or the services
provided on the Site, or use the Site for the transmission of commercial
solicitations (other than an offer by Seller of Assets for sale) or for the
receipt of responses to commercial solicitations (other than a Buyer's interest
in purchasing Assets offered for sale through the Site) without the express
written consent of Cotela.com. Member agrees not to, for a commercial purpose,
upload, transmit, reproduce, distribute or participate in the transfer or sale,
or in any way exploit, any content obtained through the Site. Member agrees not
to use the Site for the transmission of (or receipt of responses to) chain
letters, lotteries, gambling or pyramid schemes of any kind. Member agrees not
to use the Site to disseminate any message in a broad-based mailing without the
prior written permission of Cotela.com. Member agrees not to forge
communications or take any other action that would disguise the origin of
communications Member transmits through the Site. Member agrees not to permit
another person to transmit communications that falsely identifies the Member's
account as the origin of such communication. Nothing herein shall limit or
prevent any Buyer from re-selling any Asset purchased through the Site.
1.17 FEEDBACK Feedback is defined as members comments left relating to
the transaction of sales. All feedback left by the seller or buyer shall
be conducted in compliance with applicable law. Members leaving feedback will
only leave feedback which is factual in nature. Cotela.com (including our
officers, directors, agents, affiliates, and employees) is not liable for any
claims, demands and damages arising out of or in any way connected with such
feedback disputes. Feedback left by members on the Site are entirely
without recourse to Cotela.com except in the following situations. Buyers
will not leave Negative feedback for a seller if: 1) The item does not arrive
in which the seller offers confirmed delivery which the buyer refuses or
does not purchase (as part of the item description). 2) The seller provides a
complete refund on all money exchanged during the transaction. 3) Retaliation
feedback for a "Non Paying Bid". Sellers will not leave
Negative feedback for a buyer if the member completes the transaction within
the "Terms and Conditions" of this site. Cotela.com, at the request
of the member, reserves the right to change Negative feedback for a $10.00
fee.
1.18 LIMITATION OF
LIABILITY
NEITHER Cotela.com, THEIR INTERNET SERVICE PROVIDERS, OR THEIR INFORMATION
PROVIDERS, LICENSORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS NOR ANYONE ELSE
INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS SERVICE SHALL BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES
ARISING OUT OF USE OF Cotela.com OR INABILITY TO USE Cotela.com (INCLUDING, BUT
NOT LIMITED TO, LOSS OF PROFITS, GOODWILL OR SAVINGS, DOWNTIME, DAMAGE TO OR
REPLACEMENT OF PROGRAMS AND DATA) ARISING FROM CLAIMS BASED IN WARRANTY,
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, (BUT
EXCLUDING CLAIMS ARISING OUT OF PERSONAL INJURY OR DEATH CAUSED BY THE
NEGLIGENCE OF Cotela.com PROVIDERS) EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH CLAIM OR DAMAGE. THE PROVISIONS OF THIS AGREEMENT ARE
FOR THE BENEFIT OF Cotela.com, THEIR INTERNET SERVICE PROVIDERS, OR THEIR
INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, REPRESENTATIVES AND AGENTS AND
EACH SHALL HAVE THE RIGHT TO ASSERT AND ENFORCE SUCH PROVISION DIRECTLY ON ITS
OWN BEHALF. THE PROVISIONS OF THIS PARAGRAPH AND THE PRECEDING PARAGRAPHS WILL
SURVIVE ANY TERMINATION OF THIS AGREEMENT.
