Terms of Use – TFLbids

TFLBIDS TERMS OF USE

Last Modified: November 6, 2020

Welcome to TFLbids. By using this website, and the products and services offered on the website (“Website”), you are agreeing to the following Terms of Use. If you have any questions on these, please contact us at [info@tflbids.com] or c/o Road Chaser Inc. [3125 Sterling Circle, Suite #105, Boulder, CO. 80301].

These Terms of Use (“Terms”) are a binding contract between you and Road Chaser Inc., a Colorado corporation d/b/a TFLbids (“TFLbids” “we” and “us”). The following terms and conditions, together with any documents they expressly incorporate by reference, including our Terms of Use, govern your access to and use of TFLbids.com, including any content, functionality and services offered on or through TFLbids.com (the “Website”), whether as a guest or a registered user. If you do not agree to these Terms of Use, you must not access or use the Website.

This Website is offered and available only to users who are 18 years of age or older and who reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website. The Children’s Online Privacy Protection Act of 1998 (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise use the Website or send us any personal information. If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at [support@tflbids.com].

Purpose of the Website

TFLbids connects those offering cars and trucks for sale (“Sellers”) and those looking to acquire cars and trucks (“Bidders”). TFLbids acts as a connecting service only; the actual contract for sale for each car listed on the Website is directly between the Seller and the winning Bidder.

Before acquiring a car or truck from any Seller, Bidders are responsible for making their investigations regarding the Seller Car. TFLbids is only responsible for connecting Sellers and Bidders, and shall not be responsible for the quality or sale-worthiness of any car or truck, and does not transfer ownership of the care or truck. TFLbids similarly shall not be responsible for ensuring that information (including credentials) any bidder or Seller provides about himself or herself or about any car/truck a Seller is offering is accurate or up-to-date. Each Seller acknowledges and agrees that they shall make reasonable efforts to complete the sale of their vehicle if there is a winning bid. Each Bidder acknowledges and agrees that if they are the winning bidder in an auction through the Website, their bid is binding on the Bidder and Bidder is responsible for all applicable government fees and taxes for the vehicle won through such bid. Notwithstanding the foregoing, TFLbids does NOT control the actions of any Bidder or Seller, and Sellers are not our employees, contractors or agents. If Buyer or Seller does not complete the sale of a vehicle for which a winning bid has been made, TFLbids shall be entitled to retain the listing fee.

TFLBIDS DOES NOT DIRECTLY OFFER THE SELLER CARS. YOU HEREBY ACKNOWLEDGE THAT TFLBIDS DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR THE SELLER CARS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE SELLER CARS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.

Sellers may not remove a car made available for auction on the Website before the end of such auction. While a Seller Car is listed on the Website, Seller may not list or make available such Seller Car on any other auction, dealership, listing service or publication.

Changes to the Terms of Use or Website

We may revise and update these Terms of Use from time to time in our sole discretion. All modifications and revisions are effective immediately when we post them, and such modifications and revisions apply to any and all use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

We reserve the right to withdraw, suspend, modify, revise or amend this Website, and any service or material we provide on the Website, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. We reserve the right to remove any content at any time, for any reason including, but not limited to, if someone alleges you contributed that content in violation of these Terms), in our sole discretion and without notice.

Your Responsibility in Using the Website

By agreeing to these Terms of Use, you agree that you have the following responsibilities with respect to your use of the Website:

Making all arrangements necessary for you to have access to the Website.

Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. If you provide us with your email address, you consent to us sending you any notices required by law and other notices and information including, but not limited to, any account updates and changes, Website updates and changes, newsletters, and offers, which you may unsubscribe from through the link provided in such email communication.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you shall treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You may not select as your user ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Website.
Send e-mails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features.

Notwithstanding these features, you agree that you shall not:

Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

You may not attempt to circumvent the Website or divert buyers to another website. This means that you may not provide links or messages that prompt users to visit any external website or complete a transaction elsewhere.

Geographic Restrictions

The owner of the Website is based in the state of Colorado in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) (“Content”), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Website, and you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including TFLbids’) rights.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You shall not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
You shall not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

The Website may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply. If you wish to make any use of material on the Website other than that set out in this section, please address your request for prior written permission to: info@tflbids.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in or otherwise breach of the Terms of Use, your right to use the Website will cease immediately and you shall, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the terms TFLbids.com, TFLtruck, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You shall not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners. Additionally, you shall not use any “hidden” text or metatags using the Company logo or other protected information owned by Company or its licensors.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website, or contribute any Content in any way that:

Violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
Is for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, or asking for personally identifiable information or otherwise;
Infringes or violates the intellectual property rights or any other rights of anyone else (including TFLbids);
Is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable (including, without limitation, by creating multiple accounts for purposes of cheating or gaming the bidding system);
Jeopardizes the security of your TFLbids User ID, account or anyone else’s (such as allowing someone else to log in to the Website as you);
Attempts, in any manner, to obtain the password, account, or other security information from any other user;
Violates the security of any computer network, or cracks any passwords or security encryption codes;
Runs Maillist, Listserv, any form of auto-responder or “spam” on the Website, or any processes that run or are activated while you are not logged into the Website, or that otherwise interfere with the proper working of the Website;
“Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Website or Content (through use of manual or automated means);
Copies or stores any significant portion of the Website;
Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Website;
Impersonates or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); or
Attacks the Website via a denial-of-service attack or a distributed denial-of-service attack.

A violation of any of the foregoing is grounds for termination of your right to use or access the Website.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, listing boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

Any User Contribution you post to the site shall be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose/according to your account settings.

You may not collect any information from or relating to another User Contribution whether via the Website, in the course of offering or making an offer on a car/truck, as applicable, or otherwise, beyond what is necessary to complete your diligence and the auction transaction. Upon the conclusion of an auction, you must properly destroy all User Information from or relating to such user and make no further use of it whatsoever. You must collect, use, maintain, and transmit all User Information in compliance with all applicable laws.

You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, and you hereby do and shall grant TFLbids a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Contributions in connection with this site, the Website and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Website (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Website. You also hereby do and shall grant each user of this site and/or the Website a non-exclusive, perpetual license to access your User Contributions through this site and/or the Website, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Contributions, including after your termination of your account or the Website. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Contributions, including the right to grant additional licenses to your User Contributions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

You agree that you will not post, upload, share, store, or otherwise provide through the Website any User Contributes that: (i) infringe any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) violate any law.

You agree that Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including without limitation if we determine that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.

If you notify us that there may be a copyright violation on TFLbids, we reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders. It is the policy of the Company to terminate the user accounts of repeat infringers.

Transfer responsibility of payment for 5% buyer’s premium to a seller minus the listing fee, should the seller back out of a sale for reasons deemed unacceptable by the auction host.

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions shall not:

Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Include any addresses (physical, postal or email), phone numbers or other personal contact information.
Except for the purpose of listing a vehicle on the Website in accordance with these Terms of Use, involve without limitation commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties and User Contributions, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by User Contributions or any third parties.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Terms of Use. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Terms of Use.

Listing Service Only, Certain Paid Services

The Website is a motor vehicle listing and information service only for registered users who wish to sell their motor vehicles to other registered users. COMPANY DOES NOT ACQUIRE, SELL, EXCHANGE, HOLD, OFFER, DISPLAY, BROKER, ACCEPT ON CONSIGNMENT OR AUCTION ANY MOTOR VEHICLES, WHETHER THROUGH THE WEBSITE OR OTHERWISE. COMPANY DOES NOT HOLD TITLE FOR ANY MOTOR VEHICLE LISTED ON THE WEBSITE OR PROVIDE ANY MOTOR VEHICLE TITLING, REGISTRATION, INSURANCE, REPAIR, WARRANTY, FINANCING OR ESCROW SERVICES WITH RESPECT TO THE MOTOR VEHICLES LISTED ON THE WEBSITE. The Website only uses the term “auction” periodically to designate the act or process of users making consecutive nonbinding offers to purchase a vehicle listed through the Website from the listing user and such use does not convert any nonbinding offer into a binding bid or render any listing a no-reserve auction or reserve price auction. You acknowledge that all offers made through the website are nonbinding.

The Company has certain paid services that require you to pay fees for use of such service, including but not limited to listing a motor vehicle on the Website. By using the Website, you agree that all purchases through our site or other transactions for the goods or services through the Website or as a result of visits made by you are governed by our Terms of Sale, listed below. You must pay all fees and applicable taxes associated with our Website by the payment due date (including, without limitation, any fees incurred in connection with the use of our third-party payment processor, Stripe). Stripe’s terms of service can be found at https://stripe.com/legal.

Additional terms and conditions may also apply to specific portions, services or features of the Website, including tflbids.com. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Terms of Sale and Purchase on the Website

Listing Exclusivity

By listing a motor vehicle with the Website, YOU SPECIFICALLY AGREE THAT YOU WILL NOT LIST OR OTHERWISE PROVIDE SUCH VEHICLE FOR SALE OR ADVERTISEMENT THROUGH ANY OTHER SERVICE, AUCTION OR DEALERSHIP.

Fees

Listing Fees – $99/listing. We charge all listing fees prior to Seller listing their Seller Car and all such fees are non-refundable.

Buyer Purchase Conditions

Buyer Fees

You are responsible for reading the full item listing before making a bid or committing to buy. A bid or offer through the Website initiates a non-binding transaction representing a buyer’s serious expression of interest in buying the seller’s item and does not create a formal contract between the buyer and the seller.

If you are the winning bidder for a car listed on the Website, you shall pay us a fee (a “Buyer’s Fee”) equal to 5% of the winning bid amount listed on the Website. Notwithstanding the foregoing, for each winning bid on the Website, the minimum Buyer’s Fee is $225 and the maximum Buyer’s Fee is $5,000. All Buyer’s Fees are non-refundable. We do not transfer legal ownership of the vehicle from the seller to the buyer.

You must register with a credit card in order to bid on TFLBids.com. Your credit card is simply used to verify you as a serious bidder. You will NOT be charged unless you WIN an auction. If you win, we ONLY charge your credit card for 5% of the winning bid amount (a minimum of $225, up to a maximum of $5000). You do NOT pay for the entire purchase with your credit card on file.

We reserve the right to charge for certain or all features of the Website in the future. We will notify you before any services you are then using begin carrying a fee, and if you wish to continue using such services, you must pay all applicable fees for such Website.

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Disclaimer of Warranties

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, INCLUDING ANY CARS OR TRUCKS WHICH YOU PURCHASE THROUGH THE WEBSITE, IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, INCLUDING ANY CARS OR TRUCKS WHICH YOU PURCHASE THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE, OR WITH RESPECT TO ANY CARS OR TRUCKS SOLD THROUGH THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TFLBIDS (I) DOES MAKES NO REPRESENTATIONS OR WARRANTIES OR ASSUME RESPONSIBILITY FOR ANY CAR ADVERTISED OR OFFERED BY A SELLER THROUGH THE WEBSITE (OR ANY HYPERLINKED WEBSITE OR SERVICE) AND (II) WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A BIDDER OR OTHER THIRD-PARTY PROVIDER.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICE IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE. The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL TFLBIDS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO TFLBIDS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Iowa or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in the County of Boulder, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company’s sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, and any disputes regarding any products purchased through the Website, including cars or truck, to arbitration by a single arbitrator through Judicial Arbiter Group of Denver, Colorado (“JAG”), any successor of the JAG, or any similar arbitration provider who can provide a former judge to conduct the arbitration if the JAG is no longer in existence. The arbitrator shall be selected by JAG, if possible, on the basis of his or her expertise in the subject matters(s) of the dispute. The decision of the arbitrator shall be final, nonappealable and binding upon the Members, and it may be entered in any court of competent jurisdiction. The fees and expenses of the arbitrator, and the other direct costs of the arbitration, will be shared, initially, by the parties to the dispute who are Members or their assignees in proportion to their percentage of Members Interests and (if the Company is a party to the dispute) by the Company in such proportion as the arbitrator may determine just and equitable. The Arbitrator, as part of his final award, within his sole discretion, shall have the power, but not the obligation, to allocate direct and indirect costs and fees against any and all parties as he deems equitable. The arbitration shall take place in the county of Boulder, Colorado.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Website, provided that the TFLbids may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and TFLbids agree that these Terms are the complete and exclusive statement of the mutual understanding between you and TFLbids, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of TFLbids, and you do not have any authority of any kind to bind TFLbids in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and TFLbids agree there are no third-party beneficiaries intended under these Terms.

Entire Agreement

The Terms of Use constitutes the sole and entire agreement between you and TFLbids with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.