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Terms of Service

These terms govern your use of AuctionZu. AuctionZu is software for auction businesses: each house runs its own sales under its own terms, and we are not a party to any sale.

1. About these terms

These Terms of Service ("Terms") are an agreement between you and Intellizu LLC ("AuctionZu", "we", "us" or "our"), which offers AuctionZu. They govern your use of the AuctionZu website, operator console, bidder storefronts, APIs and related services (together, the "Service").

  • If you sign up for AuctionZu for an auction business, you accept these Terms on behalf of that business, and you confirm you have authority to bind it. "Customer" or "house" means that business. Each person the house invites to its account must also follow these Terms.
  • If you register or bid on a house's storefront, you are a "bidder", and these Terms apply to you too, except for sections 5, 9, 10, 14 and 17, which apply only to houses.

By creating an account, or by using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If a house has signed a separate written agreement with us, including written pilot terms, that agreement controls where it conflicts with these Terms.

Please read section 20 carefully. It requires most disputes to be resolved by individual binding arbitration, and it waives class actions and jury trials.

2. What AuctionZu is, and what it is not

AuctionZu is software that auction businesses use to prepare, run and close their own online auctions: cataloging, a branded bidder storefront, bidder registration, timed bidding, invoices, payment collection through the house's own payment processor account, fulfillment tracking and consignor settlement statements.

AuctionZu is not an auction house, auctioneer, broker, marketplace or payment processor. In particular:

  • We are not a party to any sale. Each sale is between the house and the bidder. The house sets the terms of sale and is responsible for the sale.
  • We do not take title to, possess, inspect or ship any goods. We do not verify that items exist, are described accurately, are authentic, are legal to sell, or are the house's to sell.
  • We do not hold funds. Card payments go to the house's own payment processor account and settle with the house. Consignor payouts are made by the house outside AuctionZu; AuctionZu only records them.
  • We do not vouch for houses or bidders. We do not verify the identity, licensing, creditworthiness or conduct of any house or bidder beyond the account checks the Service performs, such as email verification.

3. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. The Service is not available to anyone we have previously suspended or removed, or to anyone barred from receiving services under US law.

4. Accounts, roles and security

  • Accurate information. Provide accurate account information and keep it current.
  • Roles. A house account can have team members with the owner, admin, operator or finance role. Each role allows different actions. The house is responsible for choosing who has access and at what role, and for removing access when someone leaves.
  • Two-step verification. Owners, admins and finance team members must set up two-step verification with an authenticator app before they can work in a house account. Other users may turn it on and we encourage them to.
  • Keep sign-in details safe. Do not share passwords or verification codes. You are responsible for activity under your account. Tell us promptly at legal@auctionzu.com if you believe your account has been used without permission.
  • Responsibility for team members. A house is responsible for the acts and omissions of everyone who uses its account, as if they were its own.

5. House responsibilities

If you are a house, you are solely responsible for your auctions and your business, including:

  • Lawful sales. Complying with every law that applies to your auctions, including auction, auctioneer, consumer protection, advertising, sales tax, export and import, and product-specific laws in every place where you sell or deliver.
  • Licenses. Holding and maintaining any auctioneer, business, dealer or other licenses, permits or bonds your sales require.
  • Accurate listings. Describing lots honestly and accurately, with photos and condition information that fairly represent them, and having the right to sell every item you list.
  • Your terms of sale. Publishing and enforcing your own terms of sale, including buyer's premium, taxes, payment deadlines, pickup and shipping, returns, reserves, and bidding rules, and making them clear to bidders before they bid. The Service lets you present terms to bidders and records when each bidder accepted them, but the content of your terms is yours.
  • Taxes. Determining, charging, collecting, reporting and paying any taxes on your sales, your buyer's premium and your fees. Tax amounts in AuctionZu are based on the settings you choose.
  • Consignors. Your agreements with consignors, including commissions, reserves, settlement and payment. Settlement statements in AuctionZu are records to help you; you remain responsible for paying consignors what you owe them.
  • Your bidders' privacy. Giving your bidders and consignors any privacy notice the law requires, having a lawful basis to collect and use their information, and handling their requests about their information. Our Privacy Policy explains how we handle information on your behalf.
  • Bidder decisions. Deciding whom to approve, deny, suspend or ban, and doing so lawfully and without unlawful discrimination.
  • Customer service and disputes. Handling your bidders' questions, complaints, refunds and chargebacks.
  • Your content. Having all rights needed for the content you upload, including photos, logos, descriptions and storefront pages, and making sure it does not infringe anyone's rights.
  • Custom domains. Owning or controlling any domain you connect to your storefront.

6. Bidders and storefronts

If you are a bidder:

  • The house's terms govern your purchases. When you register with a house, bid, buy, pay or pick up, you deal with that house, under that house's terms of sale and privacy notice. Read them before you bid. Questions and disputes about lots, condition, invoices, fees, taxes, refunds, pickup or shipping are between you and the house.
  • Bids are binding. A bid is an offer to buy on the house's terms. The time a bid is received by our servers decides its order. Houses may use reserves, bid increments, maximum (proxy) bids and extended bidding as they choose and disclose.
  • Registration and approval. Each house decides whether to approve your registration and may require a verified email address or a card hold first. A house may suspend or ban bidders under its own policies.
  • Your sign-in account. Your AuctionZu bidder sign-in can be used with any house that runs its storefront on AuctionZu. Each house sees only your registration and activity with that house.
  • Communications. You agree that we may send you, on the house's behalf, the emails your bidding needs, such as registration decisions, outbid and won notices, invoices, receipts and pickup notices.

These Terms govern your use of the Service itself. They do not make AuctionZu responsible for any sale.

7. Acceptable use

You may not use the Service, or help anyone else use it, to:

  • list, sell or buy anything that is illegal where it is offered or delivered, stolen, counterfeit, or that infringes someone else's rights, or any item whose sale is restricted unless you meet every legal requirement for it;
  • place bids you do not intend to honor, bid on your own lots or those of a consignor to raise the price (shill bidding), arrange bids with others to manipulate a price, or otherwise interfere with fair bidding;
  • commit or facilitate fraud, money laundering, or any deceptive or unfair practice, or misrepresent who you are or your connection to anyone;
  • harass, threaten or abuse anyone, or upload content that is unlawful, defamatory, obscene or hateful;
  • send spam or unsolicited messages through the Service;
  • scrape, crawl, or collect data from the Service by automated means, except through features or interfaces we provide for that purpose;
  • probe, scan or test the vulnerability of the Service, bypass rate limits, authentication or tenant boundaries, or access accounts or data that are not yours;
  • upload malware or interfere with or overload the Service;
  • copy, resell, sublicense or provide the Service to others as a service bureau, or reverse engineer it, except where the law expressly allows that despite this restriction; or
  • use the Service in violation of any law, including sanctions and export control laws.

If you find a security issue, please report it to legal@auctionzu.com and give us a reasonable time to fix it before disclosing it.

8. Payments between houses and bidders

  • The house's own processor account. AuctionZu lets a house take card payments and card holds through Stripe Connect. Each house connects its own Stripe account and is the merchant of record. Payments are made on Stripe's hosted pages, are charged on the house's account, and settle in the house's Stripe balance. AuctionZu never holds funds and does not store card numbers.
  • Processor terms. A house that connects a Stripe account must accept and comply with Stripe's own agreement, including the Stripe Connected Account Agreement and Stripe's Services Agreement. Stripe, not AuctionZu, decides whether to approve a house's account, and Stripe's fees and policies apply. We are not responsible for Stripe's services, decisions or outages.
  • Refunds, chargebacks and disputes are the house's responsibility and are handled on the house's own processor account. AuctionZu records them to keep invoices accurate.
  • Other payment methods. A house may record cash, check or bank transfer payments. AuctionZu records what the house enters and does not process those payments.
  • Platform fee. If a house and AuctionZu agree to a per-transaction platform fee, it is shown in the house's settings and collected by the processor from the house's card payments. The buyer's premium belongs to the house and is never part of AuctionZu's fee.

9. Fees and subscription

  • Prices. Subscription prices and any usage fees are published on our pricing page or set out in an order or agreement with the house. If we have not published a price for something, it is not charged until we agree on it with you in writing.
  • Pilot participants. A house in the AuctionZu pilot program uses the Service under written pilot terms agreed with us. Those terms control over these Terms where they conflict, including on fees.
  • Billing. Unless an order says otherwise, fees are billed in advance for each billing period, are due when invoiced, and are non-refundable except where these Terms or the law require a refund.
  • Taxes. Fees do not include taxes. The house pays any sales, use or similar taxes on its fees, other than taxes on our income.
  • Changes. We may change prices for future billing periods by giving at least 30 days' notice. If you do not agree, you may cancel before the change takes effect.
  • Late payment. If fees are more than 30 days overdue, we may suspend the account after giving notice, as described in section 12.

10. Customer data

  • The house owns its data. As between the house and AuctionZu, the house owns the data it and its bidders put into its account, including catalog content, bidder registrations, bids, invoices, payment records and consignor records ("Customer Data").
  • Our license. The house grants AuctionZu a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Data, and to show the house's content (such as photos, logos and listings) on its storefront, only as needed to provide, secure and support the Service, to prevent fraud and abuse, and as the law requires.
  • Export. A house can export its bidder, lot, bid, invoice and settlement records as CSV files from the console at any time while its account is active, and for 30 days after it ends (section 12).
  • Aggregate information. We may create information about how the Service is used that does not identify any house, bidder or other person, and use it to operate and improve the Service.
  • Privacy. Our Privacy Policy explains how we handle personal information.

Our commitments when we process data for a house

For personal information in Customer Data, the house is the controller (or "business") and AuctionZu is its processor (or "service provider"). AuctionZu will:

  • process that personal information only to provide the Service under these Terms and the house's documented instructions given through the Service, or as the law requires;
  • not sell or share it, as those terms are defined in US state privacy laws, and not retain, use or disclose it for any purpose outside our business relationship with the house, including not combining it with personal information from other sources except as those laws permit;
  • require everyone at AuctionZu who can access it to keep it confidential;
  • protect it with reasonable and appropriate security measures, as described in our Privacy Policy;
  • use only the subprocessors listed on our Subprocessors page, bind each to data protection obligations at least as protective as these, and give account owners at least 30 days' notice before adding or replacing a subprocessor;
  • help the house respond to requests from individuals and meet its own obligations under privacy laws, as is reasonable given the nature of our processing;
  • notify the house without undue delay after confirming a security breach that affects its personal information, and give the information the house reasonably needs to meet its own obligations;
  • after the account ends, delete or de-identify that personal information as described in our Privacy Policy, unless the law requires us to keep it; and
  • make available information reasonably needed to show that we meet these commitments.

If a house needs a separate data processing agreement, contact privacy@auctionzu.com.

11. Availability and support

  • We work to keep the Service available and reliable, but we do not promise it will be uninterrupted or error free. We provide no service level commitment unless we agree to one with a house in writing.
  • We may carry out maintenance and may change, add or remove features. If we remove a feature a house relies on in a material way, we will give reasonable advance notice where we can.
  • Features we label as early access, beta or preview are provided as is and may change or end at any time.
  • Support is provided by email at the address we give house customers.
  • The Service depends on providers we do not control, such as hosting, email delivery and payment processors. We are not responsible for their outages.

12. Suspension and termination

  • By the house. A house may stop using the Service and close its account at any time by contacting us. Fees already paid are not refunded unless the law or a written agreement requires it.
  • By a bidder. A bidder may stop using the Service at any time and may ask us to delete their sign-in account as described in our Privacy Policy.
  • Suspension. We may suspend all or part of an account, or a storefront, if we reasonably believe it is needed to prevent harm to the Service, other users or the public, to stop a breach of these Terms (including section 7), to comply with the law, or because fees are more than 30 days overdue. We will give notice where we reasonably can, keep any suspension no broader or longer than needed, and restore access once the issue is resolved.
  • Termination by us. We may end these Terms for a house on 30 days' written notice for any reason, or immediately if the house materially breaches these Terms and does not fix the breach within 15 days of notice, or if the breach cannot be fixed.
  • After termination. Access to the Service ends. For 30 days after a house account ends (unless it ended because of a serious violation of section 7 or the law), the house may ask us to enable export of its Customer Data. We then delete or de-identify Customer Data as described in our Privacy Policy. Any fees owed up to the end date remain due.
  • Survival. Sections that by their nature should continue after termination do so, including sections 2, 8 (as to past payments), 9 (as to unpaid fees), 10, 13 to 18, 20 and 21.

13. Intellectual property and feedback

  • Ours. AuctionZu, including its software, design, documentation and brand, belongs to AuctionZu and its licensors and is protected by law. Subject to these Terms, we grant each house and its team members a limited, non-exclusive, non-transferable right to use the Service for the house's internal business during its subscription. No other rights are granted.
  • Yours. Houses keep all rights in their content and Customer Data, subject to the license in section 10.
  • Feedback. If you give us suggestions or feedback, we may use them without restriction or payment to you. Feedback does not include your Customer Data or confidential information.
  • Copyright complaints. If you believe content on a storefront infringes your copyright, send a notice to legal@auctionzu.com identifying the work, the content and where it appears, your contact details, a statement of good-faith belief that the use is unauthorized, a statement under penalty of perjury that your notice is accurate and that you are authorized to act, and your signature. We may remove or disable the content and notify the house, and we may close the accounts of repeat infringers.

14. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, such as product plans, pricing, security details and Customer Data ("Confidential Information"). The receiving party will use the other's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and share it only with its employees, contractors and advisers who need to know it and are bound by similar duties.

These duties do not cover information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from someone else without a duty of confidence. A party may disclose Confidential Information when the law requires, after giving the other party notice where the law allows.

15. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, AUCTIONZU DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE ABOVE, AUCTIONZU MAKES NO WARRANTY ABOUT ANY ITEM, LISTING, SALE, HOUSE, BIDDER OR CONSIGNOR; ABOUT THE OUTCOME OF ANY AUCTION; OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, SECURE OR ERROR FREE. AUCTIONZU DOES NOT GIVE LEGAL, TAX OR ACCOUNTING ADVICE, AND FEATURES THAT CALCULATE FEES, TAXES OR SETTLEMENTS DO SO ONLY FROM THE SETTINGS YOU CHOOSE.

Some places do not allow certain warranties to be disclaimed, so some of these disclaimers may not apply to you.

16. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS:

  • No indirect damages. NEITHER AUCTIONZU NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, OR THE COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY.
  • Cap. AUCTIONZU'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID TO AUCTIONZU FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR, IF YOU PAID NO FEES IN THAT PERIOD (FOR EXAMPLE, IF YOU ARE A BIDDER), ONE HUNDRED US DOLLARS (US$100).
  • Sales are not our liability. AUCTIONZU IS NOT LIABLE FOR ANY CLAIM ARISING FROM A SALE, ITEM, LISTING, PAYMENT OR DISPUTE BETWEEN A HOUSE AND A BIDDER OR CONSIGNOR, OR FROM THE ACTS OR OMISSIONS OF ANY HOUSE, BIDDER, CONSIGNOR OR PAYMENT PROCESSOR.

These limits apply to every theory of liability, whether in contract, tort (including negligence), strict liability or otherwise, and even if a limited remedy fails of its essential purpose. They do not limit a house's obligation to pay fees or its indemnity obligations, or any liability that cannot be limited under applicable law.

17. Indemnity

Each house will defend AuctionZu and its affiliates, officers, employees and agents against any claim, demand, suit or proceeding brought by a third party (including a bidder, consignor or government authority), and will pay any resulting damages, fines, penalties, settlements and reasonable costs and attorneys' fees, to the extent the claim arises from:

  • the house's auctions, items, listings, terms of sale or dealings with bidders and consignors;
  • the house's taxes, licensing or compliance with law;
  • the house's content or Customer Data, including a claim that it infringes someone's rights or was collected or used unlawfully; or
  • a breach of these Terms by the house or anyone using its account.

AuctionZu will give the house prompt notice of the claim (a delay only reduces the house's obligation to the extent the delay harms it), reasonable cooperation at the house's expense, and control of the defense, except that the house may not settle a claim in a way that admits fault by, or imposes an obligation on, AuctionZu without our written consent. We may take part in the defense with our own counsel at our own expense.

18. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms here with a new "last updated" date. If a change is material, we will give house account owners at least 30 days' notice by email or in the console before it takes effect, unless a shorter time is needed to comply with the law or to address a security risk. Changes do not apply to disputes that arose before the change took effect. If you continue to use the Service after a change takes effect, you accept the updated Terms. If you do not agree, stop using the Service and, if you are a house, close your account.

19. Notices

  • To us: send legal notices to legal@auctionzu.com. Notices are effective when we receive them.
  • To you: we may send notices to the email address on your account or show them in the console. Notices are effective when sent. Keep your email address current.

You agree to receive agreements, notices and other communications from us electronically.

20. Governing law and dispute resolution

Governing law

These Terms and any dispute between you and AuctionZu are governed by the laws of the Commonwealth of Virginia and applicable US federal law, without regard to conflict of laws rules. The Federal Arbitration Act governs the interpretation and enforcement of this section.

Informal resolution first

Before starting an arbitration or court case, the party with a claim must send the other a written notice describing the claim and the relief requested. Send notices to us at legal@auctionzu.com; we will send notices to you at the email address on your account. The parties will try in good faith to resolve the dispute informally for 30 days after the notice is received. Any limitation period is paused during those 30 days.

Binding individual arbitration

If the dispute is not resolved within 30 days, either party may start a binding arbitration administered by the American Arbitration Association ("AAA"):

  • Business customers (houses and their team members acting for the house) are governed by the AAA Commercial Arbitration Rules.
  • Bidders and other individuals using the Service for personal, family or household purposes are governed by the AAA Consumer Arbitration Rules, and fees are allocated as those rules provide.

The arbitration will be seated in the Commonwealth of Virginia. A single arbitrator will decide the dispute and may award the same individual relief a court could. Hearings may take place by video or telephone where the applicable rules allow, and a consumer may ask that any in-person hearing take place in the county where they live. The arbitrator, not a court, decides questions about the scope, enforceability and validity of this agreement to arbitrate, except that a court decides the enforceability of the class action waiver below. Judgment on the award may be entered in any court with jurisdiction.

Exceptions

  • Small claims. Either party may bring an individual claim in a small claims court with jurisdiction instead of arbitration, as long as the claim stays there.
  • Intellectual property and misuse. Either party may seek an injunction or other equitable relief in court to protect its intellectual property, or to stop unauthorized access to or misuse of the Service (including a breach of section 7), without first going through informal resolution or arbitration.

Class action and jury trial waiver

YOU AND AUCTIONZU EACH AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one person or preside over any class or representative proceeding. If this class action waiver is found unenforceable as to a claim, that claim will proceed in court, not arbitration, and will be stayed until any arbitrable claims are resolved.

TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, YOU AND AUCTIONZU EACH WAIVE THE RIGHT TO A JURY TRIAL.

Courts

For any claim not subject to arbitration, you and AuctionZu agree to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia.

Severability of this section

If any part of this section 20 is found unenforceable, the rest of it still applies, except as stated in the class action waiver above.

21. General terms

  • Entire agreement and order of precedence. These Terms, our Privacy Policy, and any order or written agreement between a house and us (including written pilot terms) are the entire agreement about the Service. If they conflict, a signed written agreement or pilot terms control, then these Terms, then the Privacy Policy.
  • Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of the assets of the AuctionZu business.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor actions, government action, or failures of the internet or of third-party providers, other than a house's obligation to pay fees.
  • Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency or employment relationship.
  • No third-party beneficiaries. These Terms do not give rights to anyone other than you and AuctionZu.
  • Export and sanctions. You will comply with US export control and sanctions laws in using the Service.
  • Waiver and severability. A failure to enforce a provision is not a waiver. If any provision is unenforceable, it will be enforced to the maximum extent possible and the rest of these Terms remain in effect.
  • Headings. Headings are for convenience only. "Including" means "including without limitation".

22. Contact

Questions about these Terms, and legal notices: legal@auctionzu.com.

Privacy questions and data requests: privacy@auctionzu.com.

Intellizu LLC offers AuctionZu.