THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND BIDPATH, LTD. (hereinafter “BIDPATH”) GOVERNING YOUR USE OF AUCTION ITEM MANAGER.
Parts of this Agreement
This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Services (hereinafter the “Service Specific Terms”). The General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.
Acceptance of the Terms
You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using the Services.
Description of Service
We provide an array of services for online auction management including browser and mobile based applications. ("Service" or "Services"). You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
Subscription to Trial Service
The Trial version is limited to 100 images and items - You will need to have a cloud data storage account (Amazon S3) if you want to have more storage. Assets from the Trial account will not be accessible after you connect to the cloud storage. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Trial Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Trial Services with or without notice to you. You agree that BIDPATH will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Trial Services for any reason.
Modification of Terms of Service
We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address.
User Sign up Obligations
You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you contact BIDPATH for an Enterprise Service and Subscription. We recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if BIDPATH has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, BIDPATH may terminate your user account and refuse current or future use of any or all of the Services.
Organization Accounts and Administrator
When you sign up for an account for your organization you may specify one administrator. The administrator will have the right to configure the Services based on your requirements and manage end users in your organization account.
You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individual as an administrator for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that BIDPATH is not responsible for account administration and internal management of the Services for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator account. BIDPATH may provide control of an administrator account to an individual providing proof satisfactory to BIDPATH demonstrating authorization to act on behalf of the organization. You agree not to hold BIDPATH liable for the consequences of any action taken by BIDPATH in good faith in this regard.
Personal Information and Privacy
Communications from BIDPATH
The Service may include certain communication, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
Fees and Payments
The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Payment Method last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Payment Method. If you do not wish to renew the subscription, you must inform us at least 60 days prior to the renewal date.
From time to time, we may change the price of any Service or charge for use of Services that are currently available. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.
Restrictions on Use
Client will use the Services solely for its business purposes as permitted by this Agreement and will not (and will not authorize or assist others to do any of the following): (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Services, make the Services available to, or use the Services for the benefit of any third party, in whole or in part; (ii) remove, alter or obscure any proprietary notices that accompany the Services; (iii) disassemble, reverse engineer, decompile, or otherwise attempt to learn any source code or underlying functionality of the Hosted Services; (iv) reproduce, modify, publish, copy, disclose, or create derivative works based on the Services (v) combine any portion of the Services with any other third-party software; (vi) create Internet links to or from the Services, or “frame” or “mirror” any content forming part of the Services; or (vii) provide, maintain access to, or use the Services in any manner inconsistent with this Agreement, including accessing or using the Services in a way intended to avoid incurring fees or to exceed usage limits or quotas, (viii) post links to third party sites or use their logo, company name, etc. without their prior written permission; (ix) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (x) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of BIDPATH; (xi) violate any applicable local, state, national or international law; and (xii) create a false identity to mislead any person as to the identity or origin of any communication.
Spamming and Illegal Activities
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
Inactive User Accounts Policy
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant BIDPATH the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for BIDPATH’s commercial, marketing or any similar purpose. But you grant BIDPATH permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
Accessing Third Party Applications Integrated with BIDPATH
TERMS FOR USE OF API
Integration of BIDPATH with Third Party Applications using APIs provided by BIDPATH requires technical skill. You understand that errors or defects in the integration may cause loss and corruption of data. You must make sure that You use the services of technically skilled persons for the integration. You agree that BIDPATH is not liable for any loss and corruption of data caused due to errors or defects in the integration.
You must not try to access any functionality that is not exposed in the documentation for the API. You understand and agree that BIDPATH will not be liable for the consequences of accessing or using any unexposed functionality of the API.
BIDPATH, in its discretion, may cease providing the current version of the API either as a result of discontinuation of the API or upgradation of the API to a newer version. In both cases, the current version of the API will stand deprecated and become the deprecated version of the API (hereinafter "Deprecated Version"). When BIDPATH decides to deprecate the current version of the API, You will be informed about such deprecation through a service announcement. For a period of six months following announcement of deprecation (hereinafter the "Deprecation Period"), BIDPATH will use commercially reasonable efforts to support the Deprecated Version. You understand that BIDPATH is not obliged to provide the features of the newer version in the Deprecated Version.
BIDPATH in its discretion may cease supporting the Deprecated Version during the Deprecation Period if i) BIDPATH is required to do so by law or ii) You have breached any provision of these Terms or the General Terms of Service or iii) BIDPATH determines that supporting the API is likely to result in a security risk to BIDPATH.
API Usage Limits
BIDPATH may prescribe usage limits, including limits on the number of calls, number of records per call, bandwidth usage and frequency of calls. You are required to adhere to the usage limits prescribed by BIDPATH in order to avail uninterrupted service. You understand that BIDPATH may restrict an activity if You reach the usage limit corresponding to such activity and that an API call may either fail or be partially executed if the usage limits are reached before or during an API call.
Our App provides functionality that utilizes the YouTube API to enhance your experience and provide additional features related to YouTube videos. Please note that the use of our App is also subject to YouTube's Terms of Service, which you automatically agree to when using our App. You are responsible for complying with YouTube's Terms of Service in addition to these Terms. You may revoke the API Client's access to users data via the Google security settings page at https://security.google.com/settings/security/permissions
By using our App, you acknowledge and agree to be bound by these Terms and Conditions ("Terms"). You also acknowledge that your use of our App is subject to YouTube's Terms of Service, which can be found at [https://www.youtube.com/t/terms] ("YouTube Terms"). You agree to comply with both these Terms and the YouTube Terms while using our App. If you do not agree with any part of these Terms or the YouTube Terms, you may not use the App.
Bidpath’s AIM app use and transfer to any other app of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.
User Generated Content
You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that BIDPATH will have the right to block access to or remove such content made available by you if BIDPATH receives complaints concerning any illegality or infringement of third party rights in such content.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. BIDPATH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BIDPATH MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM BIDPATH, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
Limitation of Liability
YOU AGREE THAT BIDPATH SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF BIDPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL BIDPATH’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
Service Level Agreement
While the Services are intended to be available on a twenty-four (24) hours per day, seven (7) days a week basis, you acknowledge and understand that periodically the Services may become inaccessible or inoperable due to equipment malfunctions; periodic maintenance, repairs, or updates; interruption or failure of networks; hostile network attacks; network congestion; or for reasons beyond Provider’s control, including a so-called “force majeure” event. You acknowledge that BIDPATH assumes no liability for internet or telecommunications stability. Furthermore, BIDPATH will not be responsible or liable for any failure or delay caused, in whole or in part, by deficiencies in the performance, adequacy, accuracy, concurrency or any other matters related to your systems or data.
Enhanced and specific service level agreements are available to corporate customers that have entered into an Enterprise Service and Subscription Agreement directly with BIDPATH.
You agree to indemnify and hold harmless BIDPATH, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by BIDPATH.
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, BIDPATH may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
Suspension and Termination
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to support@BIDPATH.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
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