Terms of Service | LaSource Auctions

LASOURCE AUCTIONS

Last Updated: October 30, 2024

The following Terms of Service (“Terms”) governs the access and use by you of the Site, Platform, and Platform (as such terms are defined below) provided by LaSource Auctions, Inc., a Delaware corporation (“LaSource”, “us”, “our”, “we”). This is a legal agreement between you and incorporates by reference the Privacy Policy located at www.Lasourceauctions.com/privacy-policy (the “Privacy Policy”, and collectively with these Terms, the “Agreement”); provided, however, that to the extent that there are any conflicts between any of the terms or conditions of these Terms and any of the terms or conditions of the Privacy Policy (provided that the inclusion of additional terms in the Privacy Policy that are not included in these Terms shall not be deemed to constitute a conflict, and such additional terms shall apply to your access and use of the Site and the Platform), the applicable terms and provisions of these Terms shall control.

1. CONSENT AND USE OF THE SITE AND PLATFORM

By registering to use, using, ordering, subscribing, logging into, or browsing the website at www.lasourceauctions.com, related subdomains, and the related LaSource mobile applications (collectively the “Site”) and related Platform (defined below), you agree to the terms and conditions of the Agreement, governing your access to and use of the Platform, including but not limited to limitations of liability, indemnification, and your agreement to arbitrate disputes relating to the Site and/or the Platform.

If you are entering into these Terms on behalf of a User that is a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case the terms “you” or “your” shall refer to such entity. These Terms are effective as of the date you accept these Terms by accessing the Platform (“Effective Date”).

IF YOU DO NOT HAVE SUCH AUTHORITY TO ACCEPT THE AGREEMENT, OR IF YOU DO NOT AGREE WITH THE AGREEMENT, YOU (AND THE ENTITY ON WHOSE BEHALF YOU ARE SEEKING TO ENTER INTO THE AGREEMENT) MAY NOT USE THE SITE OR PLATFORM.

2. DEFINITIONS

“confidential information” means any information, technical data, or know-how considered proprietary or confidential by either party to these Terms including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of these Terms, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.

“Content” means any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials.

“Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org).

“Platform” means our luxury vehicle auction platform and associated application programming interfaces (APIs), Software, tools, platforms and Content that we make available to you in connection therewith.

“Security Emergency” means a violation by User of these Terms that (i) could disrupt (x) LaSource’s provision of the Platform; (y) the business of other subscribers to the Platform; or (z) the network or servers used to provide the Platform; or (ii) provides unauthorized third-party access to the Platform.

“Software” means any software and associated documentation that is made available via the Site or the Platform. For the avoidance of doubt, Software shall not include any Open Source Software.

“Statistical Data” means aggregated and anonymized statistical, transactional, usage and performance information based on and/or related to your use of the Platform, which does not contain any personally identifying information and is compiled using a sample size large enough to ensure the underlying data cannot be attributed to you.

“User” refers to any individual or entity that interacts with, engages, or utilizes the Site or Platform.

“User Content” means any information, text, images, or logos that User uploads, displays, posts, publishes, or otherwise makes available on or submits through the Platform (collectively, “submit”), including, without limitation, contact information, preferences, transactional information, tax data, and other content provided by User to LaSource in connection with the Platform.

3. LIMITED LICENSE & USE OF THE SITE AND THE PLATFORM

A. LaSource hereby grants to Users a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Site, solely for such your own internal, non-commercial purposes, subject to the terms and conditions of these Terms. All rights not expressly granted to you are reserved by LaSource and its licensors.

B. LaSource hereby grants to Users a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Platform, solely for such your own internal, non-commercial purposes, subject to the terms and conditions of these Terms. All rights not expressly granted to Users are reserved by LaSource and its licensors.

C. In addition, a User shall not:

use, license, sublicense, sell, resell, transfer, assign, distribute, share, or otherwise commercially exploit or make available to any third-party the Site or the Platform in any way;

modify or make derivative works based upon the Site or the Platform;

embed the Site as a frame from within another website or application;

access the Site or the Platform for purposes of monitoring its availability, performance, functionality, or for any other benchmarking;

reverse engineer or access the Site or the Platform in order to (i) build a competitive product or service, (ii) build a product using ideas, features, functions, or graphics that are similar to those related to the Site or the Platform, or (iii) copy any ideas, features, functions or graphics of the Site or the Platform;

send to or store on the Site or the Platform any material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

interfere with or disrupt the integrity, security or performance of the Site or the Platform, or any data contained therein, or LaSource’s servers or networks, including, without limitation, by means of submitting a virus to the Site or the Platform, overloading, “flooding,” “spamming,” “mail bombing” or “crashing” or “DDoS” attacks;

attempt to gain unauthorized access to the Site or the Platform or any of their related systems or networks;

take any action that imposes an unreasonably or disproportionately large load on LaSource’s infrastructure;

use the Site or the Platform for any unlawful purpose;

violate any local, provincial, state, federal or international rules, regulations, laws or ordinances using the Site or the Platform;

provide any information to LaSource that is false or misleading, that attempts to conceal your identity or that User does not have the right to disclose; or

solicit others to perform or participate in any of the foregoing actions.

D. LaSource shall be entitled to adjust the scope of the Site, the Platform and the underlying technical infrastructure to reflect the continuing development of the Site, the Platform and technical advances.

4. LASOURCE’S ROLE AND OBLIGATIONS

LaSource is a marketplace that allows users to offer, sell, and buy certain luxury vehicles using our proprietary Platform. LaSource’s role is to facilitate transactions between Users and LaSource is not a party to contracts for sale between Users who buy and sell on the Platform. Further, we are not a traditional auctioneer and do not work with a selling User to increase the sale price.

We have no control over and do not guarantee: the existence, quality, safety, or legality of vehicles advertised; the truth or accuracy of Users Content or listings; the authority or legal ability of sellers to sell any vehicle; the ability of buyers to pay for vehicles; or that a buyer or seller will actually complete a transaction on the Platform.

Although we may help facilitate the resolution of disputes between Users through various programs we have no obligation to do so and, notwithstanding any assistance we provide, will not become a party to any agreement between Users.

5. CONTENT YOU SUBMIT

A. LaSource may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your Content and LaSource may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of Content without notice or any liability to you or any third-party in connection with our operation of Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is incomplete, inaccurate, out-of-date or otherwise objectionable or inappropriate, or to enforce the rights of third-parties or these Terms. Such Content submitted by you or others need not be maintained on the Platform by us for any period of time, and you will not have the guaranteed right, once submitted, to access, archive, maintain, or otherwise use such Content on the Platform.

B. Each time you submit any Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are an authorized officer, employee or agent of any company, corporation, partnership, limited liability company, or other business entity who owns and/or controls any Content or any elements thereto you submit, and that, as to that Content: (i) you and/or such entity are the sole author and owner of the intellectual property and other rights to the Content, or you have a lawful right to submit the Content and grant LaSource the rights to it that you are granting by these Terms, all without any LaSource obligation to obtain consent of any third-party and without creating any obligation or liability of LaSource; (ii) the User Content is accurate; (iii) the Content does not and, as to LaSource’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third-party (iv) the submission of the Content does not violate any agreement with any third-party; and (v) the Content will not violate these Terms, or cause injury or harm to any person.

C. Additionally, you will not use the Site, Platform, or add Content that:

is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive;

infringes someone else’s patent, trademark, trade secret, copyright or other intellectual property or other rights;

removes any proprietary notices or labels on Lasource’s Content;

advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party;

is deceptive in any way, such as an offer to sell fraudulent goods or contains an impersonation of any person or entity or misrepresents an affiliation with a person or entity;

specifically advertises firearms or ammunition, tobacco, alcohol, illegal drugs, or other contraband;

constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication;

contains a petitions for signatures, chain letters or letters relating to a pyramid scheme; or,

contains any offer for unsolicited goods or services or any advertising or promotional materials, except in those areas specifically designated for such purpose (e.g., classified bulletin board).

6. RESPONSIBILITIES

You responsible for all of your activity on the Site and the Platform and for all activity occurring under your account and you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site and the Platform, including those related to data privacy, international communications and the transmission of technical or personal data.

You are solely responsible for all Content provided to the Site and the Platform in connection with your use of the Site and Platform. LaSource does not own any Content provided hereunder; provided that you hereby grant to LaSource a worldwide, royalty-free, non-exclusive, sublicensable right to use, reproduce, create derivative works of, distribute, perform, transmit and publish all Content for the purpose of providing the Site and the Platform.

7. ACCOUNT INFORMATION, PASSWORD AND SECURITY

In the course of your use of the Site or the Platform, we may ask you for certain information, including your name, email address, phone number, mailing address, billing address, credit card information, and tax reporting information (collectively, “Account Information”); provided that we may ask for only some of this information unless you are the User. Your Account Information must be up-to-date and accurate at all times. Should any such Account Information change, you must update it in your user profile. You agree that you are solely responsible for the accuracy and content of your Account Information. You are further responsible for maintaining the confidentiality of Username and password and also for all activities that take place under Username and/or account.

Consistent with and without limiting the scope of provisions limiting liability elsewhere in these Terms, in no event will LaSource be liable for any indirect or consequential loss or damage of any kind whatsoever resulting from the disclosure of your Username and/or password or your failure to comply with this section.

You shall notify LaSource immediately of any unauthorized use of any password or account used for access to the Site or the Platform, or any other known or suspected breach of security related to the Site or the Platform.

8. FEES

A. Users purchasing vehicle on the Platform shall pay LaSource the specified buyer’s fee (the “Buyer’s Fee”) indicated when submitting an offer. LaSource will not advise a Seller to release the vehicle or title to said vehicle until payment of the Buyer’s Fee is complete. LaSource is otherwise not involved with and shall not be a party to nor facilitate any payment or exchange of the vehicle or related title, if any.

B. All fees are exclusive of all federal, state, provincial, municipal, or other taxes which User agrees to pay based on where the Users is located. In the event of updated tax rates, LaSource will apply the new tax rate to future Buyer’s Fees without notice to User.

C. No refunds or credits will be issued.

D. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the User, or in the form of an announcement on the Platform.

9. CANCELLATION AND TERMINATION

User may cancel User’s subscription at any time upon providing seven (7) days advance written notice by accessing the Platform and visiting www.lasourceauctions.com/cancellation. For security reasons, such cancellations shall only be performed using the account cancellation URL within the Platform. User may be directed, within the Platform, to call support to complete the cancellation. Unless and except to the extent we otherwise agree in writing, cancellations shall not be accepted by any other means.

LaSource in its sole discretion has the right to suspend or discontinue providing the Platform to any User without notice for actions that are (a) in violation of these Terms and (b) create a Security Emergency.

If (i) User uses the Site or Platform to violate these Terms in any way that does not create a Security Emergency; (ii) LaSource provides User with commercially reasonable notice of this violation; (iii) LaSource uses commercially reasonable efforts to discuss and resolve the violation with User; and (iv) despite the foregoing, the violation is not resolved to LaSource’s reasonable satisfaction within ten (10) days of such notice, then LaSource reserves the right to suspend or cancel User’s (or the applicable User’s) right to access and use the Platform.

10. REPRESENTATIONS & WARRANTIES

You and each of User’s agents, employees, or contractors acting on behalf of User in entering into these Terms, individually represents and warrants that they have the legal power and authority to enter into these Terms and that they (a) are an individual who is at least 18 years of age; (b) have not falsely identified themselves, nor provided any false information to gain access to the Site or the Platform; (c) will provide current, complete and accurate payment and Account Information in connection with your use of the Site and the Platform; and (d) will promptly update Account Information and other User information, including but not limited to User’s email address and deposit information, so that LaSource may facilitate User’s requested transactions and contact User as needed.

11. INTELLECTUAL PROPERTY

A. Your Property. By using the Platform, submitting any Content through the Platform, or providing any Content to LaSource, you hereby grants LaSource a perpetual worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to process, store, modify, combine, reproduce, distribute, display, publicly perform, publicly display, host, communicate, and prepare derivative works of the Content in connection with the Site and Platform. You represent and warrant that you have all rights to grant such licenses to LaSource without infringement or violation of moral rights or any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property rights.

B. Account Information. User represents and warrants that it has complied with all laws (including, as appropriate, with respect to providing any necessary notices and obtaining any necessary consents) to permit LaSource to use the Account Information and any technical information about its use of the Platform for the limited purposes of tailoring the user experience of the Platform to the User, facilitating User’s use of the Platform, and communicating with User. Further, User represents and warrants that it has taken necessary steps, in compliance with applicable laws, to ensure that LaSource may use such information to identify and understand trends in the various interactions with the Platform and to conduct internal business analysis based on meta-data about usage, feature adoption and forecasting, on an anonymized, aggregated basis.

C. LaSource’s Property. You acknowledge and agrees that all rights, title and interest in and to the Site and the Platform are the exclusive property of LaSource or its affiliates, licensors or suppliers. Unless stated otherwise, LaSource and its licensors retain all intellectual property rights in and to the Site and the Platform, including, without limitation, all logos, graphics, software, algorithms, functionality and content (other than Content) included in or comprising the Site and the Platform. All rights not expressly granted herein are reserved by LaSource.

D. Statistical Data. Notwithstanding anything to the contrary in this Agreement, and consistent with the activities described in the Privacy Policy, LaSource may monitor, compile, analyze, and use Statistical Data. You agree that LaSource may make such Statistical Data publicly available. LaSource and/or its licensors own all right, title and interest in and to the Statistical Data and all related software, technology, documentation, and content provided in connection with, or developed using, the Statistical Data, including all intellectual property rights in the foregoing.

E. Feedback. You may provide feedback, suggestions, and comments to LaSource regarding the Site and Platform (“Feedback”). Your hereby grants to LaSource a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, process, store, edit, modify, aggregate, combine, reproduce, distribute, display, perform, prepare derivative works, and otherwise fully exploit such Feedback in any medium or format, whether now known or later developed.

F. Publicity. Unless otherwise agreed by the parties in writing, User hereby agrees that LaSource may reference User in marketing and public relations materials, including a press release announcing User as a customer. User hereby grants LaSource a nonexclusive, worldwide license to use and display User’s trademarks, trade names and logos in connection with the foregoing.

12. CONFIDENTIALITY

Each party agrees to treat all Content marked as confidential information as confidential and not to use or disclose such confidential information except as necessary to perform its obligations under, and in accordance with the terms and provisions of, these Terms. Content posted on public facing areas of the Platform, such as reviews, shall not be considered “confidential information” for the purposes of the Agreement.

LaSource and any third-party vendors and hosting partners it utilizes to provide the Platform shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under these Terms; (b) in compliance with our Privacy Policy; or (c) as otherwise authorized by you in writing.

Notwithstanding the foregoing, LaSource shall have no responsibility to monitor the use of Content or privacy policies of the social media or communication platforms on which the Platform are deployed.

13. AVAILABILITY; SUPPORT

LaSource represents and warrants that it will provide the Site and perform the Platform in a manner consistent with general industry standards reasonably applicable to the provision thereof. LaSource will use commercially reasonable efforts to cause the Site and the Platform to be available twenty-four (24) hours per day, seven (7) days a week, three hundred and sixty-five (365) days per year, outside of scheduled downtime for maintenance and upgrades and extraordinary circumstances or causes beyond our control (such as fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized internet interruptions (through denial of service, worms, telecommunications problems or the like)) but does not guarantee, represent or warrant such availability. LaSource, from time to time, may make enhancements or upgrades to the Site and/or Platform which result in the Site and/or Platform being unavailable, which LaSource shall take reasonable steps to schedule so as to minimize the unavailability of the Site and/or Platform and user inconvenience.

THE SITE AND THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LASOURCE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

14. INTEGRATIONS, THIRD-PARTY LINKS

The Platform may link to or otherwise allow you to access or use or integrate with third-party providers of products and services (“Third-Party Platform”). Such Third-Party Platform are not “Platform” under these Terms and are not subject to any terms related to the Site or the Platform, including related warranties, indemnities, service commitments or other obligations. The availability of any Third-Party Platform through the Platform does not imply LaSource’s endorsement of or affiliation with the provider. Access to and use of any Third-Party Platform are subject to the separate terms and conditions required by the providers of the Third-Party Platform. LaSource does not control the Third-Party Platform and will have no liability to you in connection with any Third-Party Service. LaSource has no obligation to monitor or maintain any Third-Party Service and may replace, disable, or restrict access to any Third-Party Service or cancel related integrations at any time, without notice. The calculation of downtime of the Site and the Platform, if any, does not include the unavailability of any integration to a Third-Party Service.

If a Third-Party Service is enabled for your account, please be mindful that Account Information or Content will be shared with the third-party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Account Information or Content that is transmitted to, or accessed by, a Third-Party Service.

BY USING OR ENABLING ANY THIRD-PARTY SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD-PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD-PARTY AGREEMENT AND LASOURCE DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD-PARTY SERVICE.

15. DISCLAIMER OF WARRANTIES

LASOURCE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, THE PLATFORM, OR ANY CONTENT. LASOURCE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SITE OR THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SITE OR THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, PLATFORM, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR THE PLATFORM WILL MEET YOUR OR USER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVERS THAT MAKE THE SITE AND THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SITE, THE PLATFORM, AND ALL CONTENT THEREON, INCLUDING WITHOUT LIMITATION, OUR CONTENT AND YOU CONTENT, AS APPLICABLE, IS PROVIDED TO YOU AND USER STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LASOURCE AND ITS LICENSORS. LASOURCE MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY TRANSACTIONS SOUGHT TO BE EFFECTED THROUGH YOUR OR USER’S USE OF THE SITE OR THE SERVICES.

16. LIMITATION OF LIABILITY

Except in the case of a violation by LaSource of its obligations under the section entitled “Confidentiality”, and except as provided in the section entitled “Indemnification by LaSource”, LaSource shall not be liable for and you waive the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Site and Platform provided to you by LaSource.

IN NO EVENT SHALL LASOURCE’S AGGREGATE LIABILITY PURSUANT TO THESE TERMS EXCEED THE FEES ACTUALLY PAID BY YOU TO LASOURCE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. IF YOU OR USER IS USING A FREE, TRIAL, OR OTHER UNPAID VERSION OF THE PLATFORM, LASOURCE’S MAXIMUM AGGREGATE LIABILITY SHALL BE $500.00. EXCEPT IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE UNDER THESE TERMS TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE OR THE PLATFORM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SITE OR THE PLATFORM, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE OR THE PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You will solely be responsible for any damage and/or loss of your Content contained in your technology which occurs as a result of your electronic equipment and/or your computer system.

17. ADDITIONAL RIGHTS

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. INDEMNIFICATION BY LASOURCE

LaSource shall defend, indemnify, and hold you harmless against any loss, damage, or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings made or brought against you by a third-party alleging that the Platform, or use of the Platform as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of these Terms, or a trademark of a third-party or involves the misappropriation of any trade secret of a third-party (each, a “Third-Party Claim”); provided, however, that you:

(a) promptly give written notice of the Third-Party Claim to LaSource, and in no event later than five (5) days after learning of the Third-Party Claim (provided, however, that the failure to so notify shall not relieve LaSource of its indemnification obligations unless LaSource can show that it was materially prejudiced by such delay and then only to the extent of such prejudice);

(b) give LaSource sole control of the defense and settlement of the Third-Party Claim (provided that LaSource may not settle any Third-Party Claim unless it unconditionally releases you of all liability); and

LaSource shall not be required to indemnify you or any of its Users in the event of: (i) modification of the Platform by you in conflict with your obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (ii) use of the Platform in combination with any other product or service not provided by LaSource to the extent that the infringement or misappropriation would not have occurred but for such use; or (iii) use of the Platform in a manner not otherwise contemplated by these Terms to the extent that the infringement or misappropriation would not have occurred but for such use.

19. RELEASE AND INDEMNIFICATION

In the event you have a dispute with one or more subscribers to the Platform, Users (including those User authorizes) of the Site or the Platform (including, but not limited to, any dispute regarding any transaction, or user generated content or) or any third-party website or service that may be linked to or otherwise interact with the Site or the Platform, including, without limitation, any social media website, application, or service, you hereby agrees to release and forever discharges LaSource and its agents, directors, shareholders, members, partners, managers, officers, employees, information providers, suppliers, distributors, vendors, attorneys and affiliates (collectively, the “released parties”) from any and all rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute and/or your use of the Site and the Platform, to the fullest extent permitted by law.

You further agrees to indemnify, defend and hold harmless, to the fullest extent permitted by law, the released parties from and against all claims, demands, liabilities, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from, arising out of or in connection with your use, unlawful use or other misuse, or inability to use the Site or the Platform, your breach of these Terms, or otherwise relating to the business we conduct on the Site or the Platform (including, without limitation, any potential or actual communication, transaction or dispute between you and any other third-party), any Content or confidential information posted by you or on your behalf to the Site or Platform, any use of any service provided by a third-party provider, or any use of a service offered by us that interacts with a third-party website or application, including any social media site or other communications platform (each, an “Indemnifiable Claim”). You shall cooperate as fully as reasonably required in the defense of any Indemnifiable Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any Indemnifiable Claim, and you shall not settle any Indemnifiable Claim without our written consent. This section survives termination of these Terms.

20. PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT

A. DMCA Notice.

LaSource asks our users to respect the intellectual property of others. It is our policy to respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below. In LaSource’s sole discretion, LaSource may remove content that may be infringing on another person’s intellectual property rights with or without notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) and other applicable law, LaSource has adopted a policy of terminating, in appropriate circumstances and at LaSource’s sole discretion, users who are deemed to be repeat infringers. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Site, then you may send us a written notice that includes all of the following:

(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Site on which the material appears);

(iv) your full name, address, telephone number, and e-mail address;

(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

(vii) your electronic or physical signature.

LaSource will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses below:

By Mail: Copyright Agent

c/o LaSource Auctions

485 Foley Street, Suite 602, Somerville, MA 02145

By E-Mail: copyright@lasourceauctions.com

For clarity, only DMCA Notices should go to the above e-mail address.

It is often difficult to determine if your copyright has been infringed. LaSource may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and LaSource may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification (as described below).

Without limiting LaSource’s other rights, LaSource may, in appropriate circumstances, terminate a repeat infringer’s access to the Site and any other website owned or operated by LaSource.

B. Counter-Notification.

If access on the Site to a work that you submitted to LaSource is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

(i) a legend or subject line that says: “DMCA Counter-Notification”;

(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Site from which the material was removed or access to it disabled);

(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(iv) your full name, address, telephone number, e-mail address, and the username of your Account (if you have an Account);

(v) a statement that you consent to the jurisdiction of the United States District Court for the District of Massachusetts, and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

(vi) your electronic or physical signature.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Site. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

21. PROCEDURE FOR ALLEGING INFRINGEMENT OF OTHER INTELLECTUAL PROPERTY

If you own intellectual property other than copyrights and believe that your intellectual property other than copyright has been infringed by an improper posting or distribution of it via the Site, then you may send us a written notice to the addresses set forth above that includes: (a) a legend or subject line that says: “Intellectual Property Infringement Notice”; and (b) all the other information required for the DMCA notice above, except describing the other intellectual property alleged to have been infringed.

We will act on such notices in our sole discretion. Any user of the Site that fails to respond satisfactorily to LaSource with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

22. DISPUTE RESOLUTION

Certain portions of this Section 22 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and LaSource agree that we intend that this Section 22 satisfies the “writing” requirement of the Federal Arbitration Act. This Section 22 can only be amended by mutual agreement. Where arbitration is not permitted by the mandatory laws in your country of residence, or where the parties have not otherwise agreed to arbitration in accordance with applicable laws, the provisions of Section 23 shall apply to all relevant disputes between you and us.

A. First – Try To Resolve Disputes and Excluded Disputes. To the fullest extent permitted by applicable law, if any controversy, allegation, or claim arises out of or relates to the Site, the Content, your Content, these Terms whether heretofore or hereafter arising (collectively, “Dispute”), or to any of LaSource’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 22(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 22 (A). Your notice to us must be sent to: LaSource Auctions, Inc., 485 Foley Street, Suite 602, Somerville, MA 02145 Attention: Customer Service. For a period of sixty (60) days from the date of receipt of notice from the other party, LaSource and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or LaSource to resolve the Dispute or Excluded Dispute on terms with respect to which you and LaSource, in each of our sole discretion, are not comfortable.

B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 22(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND LASOURCE (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, SERVICE OR ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE SITE. The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between LaSource and you regarding these Terms and the Site. LaSource and you agree, however, that Maine or federal law shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and LaSource regarding these Terms and the Site, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to Maine’s choice of law principles.

A Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Platform Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of LaSource consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require LaSource to pay a greater portion or all of such fees and costs in order for this Section 20 to be enforceable, then LaSource will have the right to elect to pay the fees and costs and proceed to arbitration.

C. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 22(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

D. Injunctive Relief. To the fullest extent permitted by applicable law, the foregoing provisions of this Section 22 will not apply to any legal action taken by LaSource to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, and/or LaSource’s intellectual property rights (including such LaSource may claim that may be in dispute), LaSource’s operations, and/or LaSource’s products or services.

E. Small Claims Matters Are Excluded From Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 22(G).

F. No Class Action Matters. To the fullest extent permitted by applicable law, disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 22(B) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 22(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 22(G).

G. Federal and State Courts in Boston, Massachusetts. Except to the extent that arbitration is required in Section 22(B), and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Boston, Massachusetts. Accordingly, you and LaSource consent to the exclusive personal jurisdiction and venue of such courts for such matters.

23. OTHER DISPUTE RESOLUTION WHERE ARBITRATION IS NOT AVAILABLE

This Section 23 applies to all users of the Site, if, and only to the extent that, the mandatory laws in your country of residence do not permit arbitration of Disputes in accordance with Section 20 or the parties have not otherwise agreed to arbitration if required by applicable law.

A. Section 23 Disputes. To the fullest extent permitted by applicable law, if any controversy, allegation, or claim (including any non-contractual claim) arises out of or relates to the Site, the Content, these Terms, whether heretofore or hereafter arising or to any of LaSource’s actual or alleged intellectual property rights (collectively, a “Section 23 Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Section 23 Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 23.A. Your notice to us must be sent to: LaSource Auctions, Inc., 485 Foley Street, Suite 602, Somerville, MA 02145 Attention: Customer Service. Subject to applicable law, for a period of sixty (60) days from the date of receipt of notice from the other party, LaSource and you will engage in a dialogue in order to attempt to resolve the Section 23 Dispute, though nothing will require either you or LaSource to resolve the Section 23 Dispute on terms with respect to which you and LaSource, in each of our sole discretion, are not comfortable.

B. Jurisdiction. The parties agree that the state or federal courts in Cumberland County, Maine shall have non-exclusive jurisdiction of any Section 23 Dispute, unless otherwise required by applicable laws of your jurisdiction of residence.

C. Governing Law. To the maximum extent permitted by the mandatory laws in your country of residence, these Terms and any Section 23 Dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), will be governed by, and construed in accordance with, the laws of the State of Maine, without regard to its conflicts of law provisions.

D. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A SECTION 23 DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 23(A) WITHIN ONE (1) YEAR AFTER DISCOVERY OF THE SECTION 23 DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

E. Injunctive Relief. The foregoing provisions of this Section 23 will not apply to any legal action taken by LaSource to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, and/or LaSource’s intellectual property rights (including such LaSource may claim that may be in dispute), LaSource’s operations, and/or LaSource’s products or services.

24. MISCELLANEOUS

A. Entire Agreement. The Agreement constitutes the entire agreement between you and LaSource and governs your use of the Site and Platform, superseding any prior agreements between you and LaSource (including, but not limited to, any prior versions of these Terms).

B. Headings. Headings in these Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the applicable section to which such heading applies.

C. Waiver. The failure of either party to enforce any provision of these Terms shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

D. Severability. If any provision in these Terms is deemed unlawful, void or unenforceable, then that provision will be deemed severed from these Terms and the remaining provisions shall remain in full force and effect as if no invalid or unenforceable provision had been part of these Terms.

E. Local Laws and Export Control. The Site and the Platform provide services and uses Software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agrees that neither the Site nor the Platform shall be used, and none of the underlying information, Software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Site and/or the Platform, you represent and warrant that your are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and to assume sole responsibility for obtaining licenses to export or re-export as may be required. LaSource and its licensors make no representation that the Site or the Platform is appropriate or available for use in other locations. If you use or access the Site and/or the Platform from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

F. Security. You acknowledge the risk that information and the Content stored and transmitted electronically through the Platform may be intercepted by third parties. You agree to accept that risk and will not hold LaSource liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only LaSource, with strict business reasons, may access and transfer the Content and only in accordance with the terms and conditions of the Agreement.

G. Third-Party Platform. You acknowledge and agrees that LaSource may use third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Site and the Platform.

H. Relationship. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchise-franchisee relationship of any kind between LaSource and you or any other person or entity.

I. Assignment; Change in Control. These Terms may not be assigned by you without the prior written approval of LaSource but may be assigned without your consent by LaSource to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, consolidation, stock sale or similar. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you (if an entity) that results or would result in a direct competitor of LaSource directly or indirectly owning or controlling 50% or more of such entity shall entitle LaSource to terminate these Terms for cause immediately upon written notice.

J. Call Monitoring and Recording. For quality assurance, LaSource may record and/or monitor incoming calls to, and outgoing calls from, LaSource. By accepting these Terms, you also consent to any and all call recording and monitoring performed by LaSource or its agents, employees and/or affiliates.

K. Modification to Terms. LaSource reserves the right to modify the provisions of these Terms, the Privacy Policy or any other policies relating to the Site and/or the Platform at any time, effective upon posting of an updated version of these Terms, the Privacy Policy, or such other policies, if applicable, on the Site. You are responsible for regularly reviewing the Site to check for changed or updated versions thereof. Continued use of the Site and/or the Platform after any such changes shall constitute your consent to such changes.

L. Notice. LaSource may give notice by means of an electronic mail to your e-mail address on record in LaSource’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in LaSource’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to LaSource (such notice shall be deemed given when received by LaSource) at any time by letter to LaSource delivered by nationally recognized overnight delivery service or first class postage prepaid mail to LaSource, in either case, addressed to:

LaSource Auctions, Inc.

485 Foley Street, Suite 602

Somerville, MA 02145

25. QUESTIONS OR ADDITIONAL INFORMATION

If you have questions regarding these Terms or wish to obtain additional information, please send an e-mail to info@lasourceauctions.com.