Terms of Use - Landlord

LANDLORD
TERMS AND CONDITIONS



Table Of Contents

18. Indemnity
23. Notice
1.Introduction
Who is Subject to This Agreement

These Landlord Terms and Conditions (the “Agreement”) apply to all persons and entities that offer for rent or lease, or are considering offering for rent or lease, apartments and houses for rent via the Auction Platform (defined below) located on the Website (defined below). By signing up for a Landlord Account (defined below), or by accessing or using a Landlord Account set up by, or used by, you or another individual or entity, you on behalf of yourself and each such individual and/or entity are agreeing to comply with, and be subject to, all terms and conditions of this Agreement. Accordingly, it is recommended that you read this Agreement carefully. If you do not agree to all terms of this Agreement, you may not register for or use a Landlord’s Account and you may not otherwise use the Auction Platform or the Website.

If you are a renter or if you are a visitor to, or user of, the Website and the preceding paragraph does not apply to you, you are subject to the Renter and User Terms and Conditions. Please review the Renter and User Terms and Conditions.

You must be eighteen (18) years of age or older to use the Website. If you are under the age of eighteen (18) you are not permitted to use this Website.

In some cases, a person or entity may be acting as a Landlord with respect to some Properties and a Renter with respect to other properties. In such cases, this Agreement will apply to such person or entity in their capacity as a Landlord, and the User Terms and Conditions will apply to such person or entity in their capacity as a Renter. Such person or entity will, as applicable, have to set up both a Landlord’s Account and a Renter’s Account.

Changes to This Agreement
Company may update or otherwise modify this Agreement at any time. Accordingly, you should check these terms before listing a Property on the Auction Platform. By using the Website after any modification to this Agreement has been made, you agree to be bound by such modified Agreement.
2.Definitions Used in This Agreement

Following are definitions used in this Agreement. Terms not defined in this Section are defined elsewhere in this Agreement.

“Auction Close Date” refers to the date and time selected by the Landlord when an auction for a Property listing is scheduled to close. As further described in this Agreement, an auction for a Property may close prior to the Auction Close Date if, for example, a Renter selects the rent-it-now option for such Property or if an auction is cancelled.

“Auction Platform” refers to the online platform made available on the Website that allows prospective Renters to find, bid on, complete rental requirements for (including paying for and completing credit, eviction and criminal background checks), and renting Properties offered by Landlords via such platform. The Auction Platform is not a traditional auction.

“Company”, “us”, “we” and “our” refer to Brixbid Chicago, LLC.

“Fees” is defined in Section 7 ( Deposits, Fees and Payment) below.

“Highest Bidder” refers to the Renter who either bids the highest bid for a Property or selects the rent-it-now option for such Property. If, as described in Section 6 ( What Happens After an Auction Closes) below, the Highest Bidder’s bid for a Property is rejected by the Landlord, the Runner-Up Bidder may be deemed the Highest Bidder for such Property.

“Landlord”, “you” and “your” refer to each person who signs up on the Website for a Landlord’s Account and each such person’s company. For clarity “Landlord”, “you” and “your” refers to owners of rental properties, managers of rental properties, brokers of rental properties, and others acting in the capacity of any of the foregoing, as well as their companies and representatives.

“Landlord’s Account” refers to the account set up by a Landlord on the Website that allows a Landlord to offer Properties via the Auction Platform.

“Listing Materials” is defined in Section 4(Listing Materials) below.

“Property” and “Properties” refers to rental apartments and rental houses offered by Landlords to Renters via the Auction Platform.

“Qualified Bidder” refers to a bidder who meets the credit score range required by a Landlord and satisfies industry standard criminal and eviction background check requirements. If the bidder has a guarantor and/or has co-lessees, such guarantor and such co-lessees must also meet the credit score range required by a Landlord and must also satisfy industry standard criminal and eviction background check requirements in order for such bidder to be deemed a “Qualified Bidder”.

“Residential Lease Agreement” refers to the lease agreement (including all applicable disclosures and riders) for a Property. The Residential Lease Agreement is generally a standard local residential lease agreement together with all disclosures and riders all as prepared and drafted by Landlord for purposes of a Property listing. If, however, the Landlord for a Property uses a different lease agreement for a Property, the Landlord’s lease agreement will be the Residential Lease Agreement for such Property. For clarity, the Residential Lease Agreement is included in the Listing Materials. Any and all disclosures and riders are prepared and drafted by the individual Landlord and may be specific to a particular Property.

“Renter” and “user” refer to each visitor or user of the Website who is using the website to rent or possibly rent a Property. If you bid on a Property or are considering bidding on a property, you are deemed a Renter or user and the Renter and User Terms and Conditions apply to you.

“Renter’s Account” is defined in Section 3 (Renter’s Account and the Auction Platform) below.

“Runner-Up Bidder” refers to a Renter who placed the next-highest bid for a Property.

“Website” refers to the website located at www.brixbid.com, the Auction Platform made available on such website, and all other features and services offered on such website. The Website is offered by Company.

“Winning Renter” refers to the Highest Bidder whose bid is accepted by Landlord as the winning bid for a Property (after the Landlord has received the applicable credit, eviction and criminal background check(s)) and who is notified by Company (via email or another reasonable means of communication) that they have won the auction for such Property.

3.Landlord’s Account and the Auction Platform
Opening a Landlord’s Account

Before listing any Property on the Auction Platform (to allow users to bid on the Property), you must register for and secure a valid Landlord’s Account. If you sign up for a Landlord’s Account, you may then list Properties to Renters via the Auction Platform, you may receive and respond to communications from Renters and you may otherwise enjoy the other features offered by Company to other landlords who hold valid Landlord’s Accounts.

If you wish to sign up for a Landlord’s Account, you must provide your:

◦    personal name,
◦    business name,
◦    address,
◦    phone number,
◦    email address, and
◦    a password selected by you.

Company may modify, waive, or impose additional registration requirements in its sole and absolute discretion. Company will notify you of any changes or additions to the requirements by modifying the terms of this Agreement and/or by sending an email to you at the email address associated with your Landlord’s Account.

If you require assistance with your Landlord’s Account, please contact us at
customerservice@brixbid.com.

By providing your information, you consent to us contacting you about your interest in, and/or use of, the Auction Platform by email, phone, or by any other reasonable means of contact.
Responsibilities Related to Landlord’s Account

You agree to provide accurate and truthful information for your Landlord’s Account and to keep all information in your account updated. In opening and using your account, you agree not to misrepresent your identity. You may not transfer your Landlord’s account or authorize others to use your Landlord’s Account without the express consent and permission of the Company.

Company does not examine the validity or accuracy of the details in your account or registration information or in any of your postings or transmissions. Without derogating from the above or any other term of this Agreement, Company may, in its absolute discretion, refuse to post, transmit or remove any content uploaded by Landlord. Company may also, in its discretion, remove any content that is believed to violate this Agreement. Landlord shall bear all risks associated with uploading and/or transmitting any and all material while using the Website.

It is your responsibility to maintain the confidentiality and security of your account information. If you ever forget your password, or believe that someone has accessed your account without your permission, it is important that you contact us immediately. You agree to notify us if there has been any unauthorized use of your account or information.

You must comply with all terms and conditions of this Agreement. You are fully responsible and liable for your Landlord’s Account, including all use and actions committed under your account. By listing any Property on the Auction Platform, you represent and warrant that (a) such listing is valid and accurate; (b) you and your company have all rights necessary to offer such Property via the Auction Platform and rent such Property to the Winning Renter (defined below) under all terms set forth in this Agreement and the Listing Materials (defined below); and (c) you and your company shall comply with all terms and conditions of this Agreement and all applicable laws, rules and regulations.
If you work or otherwise provide services for an individual or entity that rents or leases properties, you and such other company or other entity shall be jointly and severally liable for all acts and omissions committed under a Landlord Account used by you or such individual or entity, including any and all breaches of this Agreement and any and all violations of applicable law, rule or regulation.
4.Listing a Property
The Listing Materials

If Landlord has a valid Landlord’s Account, Landlord may use the Auction Platform to list Properties for auction. In order to list a Property on the Auction Platform, Landlord must complete the Property listing form on the Auction Platform. The Property listing form prompts Landlord to input/upload: (a) the Residential Lease Agreement including all disclosures and riders required by Landlord; (b) details regarding the Property listing (including details regarding the size of the Property, the location of the Property, the open date and time for bidding on the Property and the Auction Close Date for such Property); (c) a minimum suggested credit score range for the Property listing; (d) the security deposit and other deposits and fees charged by Landlord for the Property; and (e) photos of the Property and a depiction of the floor plan (if available) of the Property. The information described in clauses (a) through (e) above together with the Residential Lease Agreement are collectively referred to in this Agreement as the “Listing Materials”.

Company does not check or confirm any of the Listing Materials. Landlord is fully responsible and liable for all Listing Materials. Landlord must confirm that the Residential Lease Agreement is correct, accurate and complete and contains all applicable disclosures and riders. Landlord represents and warrants that the Residential Lease Agreement and all Listing Materials are current and complete and that they comply with all applicable laws, rules and regulations. The Residential Lease Agreement will automatically be delivered to the Winning Renter for execution via the Auction Platform once a Highest Bidder has been deemed the Winning Renter. Except as expressly provided in Section 3 above, Landlord cannot replace or modify its Residential Lease Agreement, or add any disclosure or rider to the Residential Lease Agreement, after a Property auction starts.

Landlord represents and warrants that all Listing Materials and all other information and materials inputted or uploaded into the Auction Platform, selected via the Auction Platform or otherwise communicated to Renters are valid, up-to-date, legal, accurate, complete and not misleading.

The Residential Lease Agreement shall be signed by Landlord and the Winning Renter via digital signature as described in Section 6 (What Happens after an Auction Closes) below. Company is not a party to, or otherwise subject to, any Residential Lease Agreement. Company is not the agent of any Landlord, Renter, or other user, in connection with any leasing transaction.

Date and Time for Viewing the Property

The Property listing form may prompt Landlord to input at least one day and time when the Property will be available for physical viewing and inspection by Renters. Failure to include the foregoing information may result in fewer bids on a Property.

Listing Deposit

Landlord must pay a Listing Deposit for each Property listed on the Auction Platform. The Listing Deposit is further described in Section 7 ( Deposits, Fees and Payment) below.

Property Listings and Listing Materials May Not be Modified or Removed by Landlord

Once Landlord posts a Property for listing on the Platform, Landlord may not modify or revoke such listing. Accordingly, Landlord must confirm that the Property and the Listing Materials are correct and that Landlord may offer the same, before listing any Property.

Landlord Shall Remit All Fees due Company

Landlord shall ensure that each Property is awarded to a Winning Renter through the Auction Platform. If for any reason a Property is not awarded to a Winning Renter through the Auction Platform, Landlord shall immediately notify Company at (914) 223-7800 and info@brixbid.com.

Landlord shall remit all amounts due pursuant to this Agreement for each Property regardless of whether or not (a) a Property is awarded to a Highest Bidder through the Auction Platform; or (b) a Property is awarded to another Renter or to any other person or entity.

Landlord is responsible for paying all fees associated with the Auction Platform as described in the Landlord Fee and Deposit Schedule

Company is Not Responsible or Liable for Landlord, any Renter or any Third Party

You acknowledge and agree that Renters are not prescreened or controlled by Company. Company assumes no responsibility or liability for any listing or any act or omission of Landlord, any Renter or any other third party. Landlord assumes all risks associated with any act or omission of Landlord, any Renter or any other third party.

Landlord shall fully comply with all terms and conditions of this Agreement. Landlord shall be liable for any failure to comply whether attributable to Landlord or any person or entity on behalf of Landlord.

Company is not a licensed attorney and is not providing any legal advice to any party regarding any aspect of any transaction. Renter may consult with and retain an attorney regarding the leasing transaction, at the Renter’s sole expense. Landlord may consult with and retain an attorney regarding the leasing transaction, at the Landlord’s sole expense. You are solely responsible and liable, and you shall fully indemnify and hold Company harmless, for all costs associated with any such agent or other advisor. Company does not make any warranties regarding the Residential Lease Agreement or any addenda, riders, or disclosures used in any transaction. Company makes no representations or warranties regarding the accuracy of any content or any information provided by Landlord or any Renter.

5.Bidding
Bidding Generally

Each Landlord establishes the open date and time for bidding on each of its Property listings and the Auction Close Date for each such Property listing. Landlord shall abide by all such dates and times and shall otherwise act professionally, legally and not arbitrarily with respect to each listing and Renter.

Bidding is accepted for a Property while the auction for such Property is open.

Landlord acknowledges and agrees that Company may, if Company, in its sole discretion, deems necessary or appropriate under the circumstances, end an auction, withdraw Renter bids and/or withdraw a Property listing at any time prior to or after the Auction Close Date.

Maximum Bid

Renters may be prompted to insert a maximum rental bid (the “Maximum Bid”) that the Renter would be willing to pay to rent a Property. If a Renter inserts a Maximum Bid, the Renter’s bid will automatically increase (without any action required by Renter to increase his or her bidding) up to the Renter’s Maximum Bid. Each bid increase will be in $25 increments up to the Renter’s Maximum Bid (as and to the extent that other Renters bid on the same listing). Maximum Bids are the confidential information of the Renter. Landlords are not permitted to see a Renter’s Maximum Bid. In no event shall Landlord attempt to discern a Renter’s Maximum Bid. For the avoidance of doubt, in the event that a Renter submits an erroneous Maximum Bid (e.g. a typographical error (such as $10,000 instead of $1,000), Company may, in its sole discretion, correct such Maximum Bid or withdraw Renters bid.

Minimum Rental Price

Each Property listing has a minimum rental price established by Landlord (“Minimum Rental Price”) which is the lowest bid that any Renter might bid on the Property. The first bid by a Renter for a Property must equal or exceed the Minimum Rental Price. If the Minimum Rental Price is not met by the Auction Close Date, Landlord is under no obligation to rent the Property to any Renter that bids in such auction.

Rent-It-Now

Landlord has the option of allowing bidders to bypass the bidding process and instead rent the Property for a “rent-it-now” price selected by Landlord that is higher than the Minimum Rental Price. Subject to the other terms herein, if a Renter selects the rent-it-now price, the auction will close and such Renter will be deemed the Highest Bidder.

Co-lessees and Guarantors

When bidding on a Property, bidders have the option of identifying a guarantor and one or more co-lessees. The bidder has the option of identifying them any time before the Property auction closes.

Additional Terms Applicable to All Bids

Bidding is accepted for a Property while the auction for such Property listing is open.

All bidding on a Property shall be conducted within the Auction Platform. If you receive an offer or communication from a Renter asking you to communicate regarding a Property outside of the Auction Platform, you are obligated to report such communication to the Company.

Notwithstanding anything to the contrary in this Agreement, Company may, if Company deems necessary or appropriate, end an auction, withdraw a bid and/or withdraw a Property listing at any time prior to or after the Auction Close without liability to any Landlord, Renter or other third-party.

6.Closed Auctions, Highest Bidders, Winning Renters and Signing the Residential
Lease Agreement
Closed Auctions and Credit, Eviction and Criminal Background Checks

After the auction for a Property closes, the Highest Bidder will receive an email from Company (the “Highest Bidder Notification”) notifying the Highest Bidder that he or she is the highest bidder. If the Highest Bidder had a guarantor and/or any co-lessees, each such individual will also receive the Highest Bidder Notification informing them that the Highest Bidder had the highest bid. The email will include a link and instructions for completing a credit, criminal and eviction background check. Each such individual (i.e., the Highest Bidder, the guarantor (if any) and all co-lessees (if any)) will be required to undergo, and be charged for, a credit, criminal and eviction background check. If, however, a credit, criminal and eviction background check was previously performed on the individual within the prior thirty (30) day period (as a result of the individual bidding on an earlier Property listing or being listed as a guarantor or co-lessee with respect to an earlier bid), such previously performed check(s) will be used for purposes of the Highest Bidder’s current highest bid. In such instance, the Highest Bidder and such other individuals (as applicable) will not be required to pay an additional fee for a new credit, criminal and eviction background check.

Company is not responsible or liable for the results of, or any information contained in or not contained in, any credit, criminal and eviction background check, for any act or omission of any credit, criminal and eviction background check provider, or for Highest Bidder’s or Landlord’s reliance or failure to rely on (or for any guarantor’s or co-lessee’s failure to complete) any credit, criminal or eviction background including the results of any such check. Landlord’s reliance or failure to rely on the results of any such check shall be at Landlord’s sole risk and liability. Landlord shall not require any Highest Bidder, guarantor or co-lessee to agree to a new credit, criminal or eviction background check if any such check was performed within thirty (30) days of the date that Highest Bidder received the Highest Bidder Notification.

Highest Bidders and Winning Renters

Upon completion of the credit, criminal and eviction background check on the Highest Bidder and on the guarantor and all co-lessees (if any), Landlord (and/or Landlord’s designated agent or representative for such listing) will be notified of the Highest Bidder’s bid, the credit score range of, and the results of the eviction and criminal background check with respect to, the Highest Bidder and each of his or her guarantor (if any) and co-lessees (if any). The landlord shall have the option to either accept or reject the Highest Bidder’s bid for the Property. If Landlord accepts the Highest Bidder’s bid for the Property, the Highest Bidder shall be deemed the Winning Renter.

Although it is the Landlord’s decision whether to accept or reject a Highest Bidder, the Landlord must fully comply with all applicable laws, rules and regulations. If Company determines that Landlord rejected one or more Highest Bidders or any of their guarantor and/or co-lessees (as applicable) despite such individual meeting or exceeding the credit score range originally requested by Landlord, and despite such individual being a Qualified Bidder, then, in Company’s sole discretion: (a) Company may charge Landlord the lListing dDeposit, (b) Landlord’s landlord account may be terminated, and (c) Landlord may no longer be permitted to use the auction platform or the website.

If the Highest Bidder has listed a guarantor but the guarantor fails to complete the credit, criminal and eviction background check, or otherwise fails to complete the process, Landlord will be notified. Landlord will have the option, in its sole discretion, to consider the Highest Bidder’s bid without the guarantor and Landlord may accept the Highest Bidder as the Winning Renter or reject such Highest Bidder’s bid. If the Highest Bidder has listed one or more co-lessees but any such co-lessee fails to complete the credit, criminal and eviction background check, or otherwise fails to complete the process, the Highest Bidder’s bid will be rejected. Landlord will not have the option of leasing to such Highest Bidder.

Landlord shall either accept or reject the Highest Bidder’s bid (via the link included in the Highest Bidder Notification) no more than twenty-four (24) hours after receipt of the Highest Bidder Notification. If Landlord accepts the Highest Bidder’s bid, the Highest Bidder will receive an email referred to as the “Winning Renter Notification” that includes a link to the Residential Lease Agreement for review and signature via digital signature.

Landlord’s failure to accept or reject a Highest Bidder’s Bid within twenty-four (24) hours may result in the Landlord being charged the Listing Deposit for such Property listing.

For the avoidance of doubt, the Highest Bidder is not deemed the winner of the Property until after the credit, criminal and eviction background check is performed on the Highest Bidder (and their guarantor and co-lessees, if any) and the Landlord has accepted the Highest Bidder as the Winning Renter.

If the Highest Bidder has submitted bids for other active property auctions on the Platform, those other active property auctions will remain active until the Highest Bidder is deemed the Winning Renter for the Property. Once a Highest Bidder is deemed the Winning Renter for a Property, all other bids that the Highest Bidder has submitted for other active property auctions on the Platform shall be deemed withdrawn.

Runner-Up Bidders

If Landlord rejects the Highest Bidder’s bid, the Property will be offered to the Runner-Up Bidder. The Runner-Up Bidder will receive an email via the Auction Platform allowing the Runner-Up Bidder to choose whether to affirm his or her last bid for such Property. If the Runner-Up bidder affirms his or her bid, he or she will be deemed the Highest Bidder for such Property and he or she must complete (and his or her guarantor and co-lessees, if any, must complete) the credit, criminal and eviction background check requirements and otherwise satisfy all obligations applicable to Highest Bidders as described in the Renter and User Agreement in order to be considered the Winning Renter. If the Runner-Up Bidder does not wish to affirm his or her bid on the Property, the Property will be offered to the next Runner-Up Bidder and the same process described above will apply. The Property will continue to be offered to the next Runner-Up Bidder until either: (a) there are no more Runner-Up Bidders. If there are no more Runner-Up Bidders, Landlord may list the Property in a new auction on the Auction Platform.

If the Runner-Up Bidder affirms his or her bid on a Property, such Runner-Up Bidder will be deemed the Highest Bidder.

Landlord acknowledges and agrees that Renter’s bids may be withdrawn from Property auctions if: (a) such Renter is deemed the Highest Bidder on another Property auction; or (b) Company determines that withdrawing a bid is appropriate under the circumstances. A few examples of when Company might determine that withdrawing bids is appropriate is when the Listing Materials submitted by Landlord are determined to be false, misleading or inappropriate. Company may also withdraw or cancel a bid if Company believes that any information supplied by the bidder or the bidder’s guarantor or any co-lessee is false, inaccurate or inappropriate, or if Company believes that allowing a bid or Property auction to remain may expose Company to liability or damage.

Signing the Residential Lease Agreement

The Winning Renter Notification shall include a link to the Residential Lease Agreement for review and signature via digital signature. Company uses a third-party vendor (currently DocuSign) for digital signature services. By using the Auction Platform, Landlord (and each Renter) agrees to execute Residential Lease Agreements by digital signature using DocuSign. If Landlord does not agree to sign the Residential Lease Agreement by digital signature, or if Landlord otherwise does not consent to use Docusign, Landlord shall not use the Auction Platform.

Each Winning Renter has twenty-four (24) hours to sign (via digital signature) the Residential Lease Agreement. Landlord is also required to sign (via digital signature) the Residential Lease Agreement within twenty-four (24) hours after Winning Renter signs.

It is Landlord’s responsibility to ensure that digital signatures and DocuSign are acceptable and binding on Landlord and the Winning Renter.

Company is not a party to any Residential Lease Agreement. Each Residential Lease Agreement is between Winning Renter and Landlord. Winning Renter must confirm for him or herself that the Residential Lease Agreement (including all riders to the Residential Lease Agreement) is acceptable.

Each Winning Renter has twenty-four (24) hours to sign (via digital signature) the Residential Lease Agreement. Landlord shall countersign (via digital signature) the Residential Lease Agreement within twenty-four (24) hours after Winning Renter signs.

In no event shall Company be deemed responsible or liable for the failure of any Winning Renter to return or sign a Residential Lease Agreement, for the results of any credit check or background check, for the cancellation of any bid, for the failure of any auction or rental to be completed, for any decision or statement or action taken by any Landlord, or otherwise for the act or omission of any Landlord, Renter or any other third party, or for the failure of any feature of the Auction Platform or Website to work properly.

Prohibited Conduct

You must notify Company at customerservice@brixbid.com in the event that a Renter:

(a)contacts you or attempts to contact you prior to execution of the Residential Lease Agreement;
(b)suggests that you bid on a Property, or otherwise make an offer of a rental price for a
Property, outside of the Auction Platform;
(c)contacts you directly informing you that you won an auction but you have not received
an email from Company verifying the same;
(d)suggests that you terminate your Renter’s Account; or
(e)requires or encourages you to engage in any conduct that would otherwise violate the terms
of this Agreement.

The foregoing conduct is expressly prohibited.
7.Deposits, Fees and Payment

This section describes the deposit and fees that are charged to you by Company related to your use of the Auction Platform. Please read this section carefully. By using the Auction Platform, you confirm that the deposit, all fees and the manner in which the deposit and all fees are collected are acceptable to you. Neither this Section 6 nor any other terms in this Agreement describe the fees that you may charge a Renter pursuant to any Residential Lease Agreement. All fees dues pursuant to any Residential Lease Agreement are as between you and the applicable Renter.

The Listing Deposit

In order to list a Property on the Auction Platform, Landlord must pay a deposit (the “Listing Deposit”) set forth in the Landlord Fee and Deposit Schedule. Each Property requires a separate Listing Deposit. When Landlord lists a Property, the Auction Platform prompts Landlord to input Landlord’s credit card information for the Listing Deposit for such Property. The Listing Deposit is initially processed as a hold on the Landlord’s credit card. In some instances, Landlord’s credit card company may show the amount as charged to Landlord’s credit card even though Company treats such amount as a hold.

When Landlord’s Credit Card Is Not Charged (When the Hold on the Landlord’s Credit Card Is Lifted)

If the auction for a Property closes without any Highest Bidder, then Company will instruct Landlord’s credit card issuer to lift the hold on the Listing Deposit for such Property. In addition, if an auction for a Property closes but Landlord does not accept any of the Highest Bidder’s bids including any Runner-Up Bidder’s bids (due to a negative credit, criminal and/or eviction background check), then, subject to the section below (When Landlord’s Credit Card is Charged), Company will instruct Landlord’s credit card issuer to lift the hold on the Listing Deposit for such Property. For clarity, if the Highest Bidder is a Qualified Bidder, then Landlord will be charged the Listing Deposit if Landlord fails to accept such Highest Bidder as the Winning Renter.

When Landlord’s Credit Card Is Charged

Company may charge Landlord the Listing Deposit paid by Landlord in any of the following circumstances: (a) if Landlord fails to approve the credit check and the criminal and eviction background checks within twenty four (4824) hours of receipt of the Highest Bidder Notification; (b) if Company determines that Landlord rejected a Highest Bidder’s bid arbitrarily or for any reason that violates the terms of this Agreement; (c) if Landlord rejected a Highest Bidder who was a Qualified Bidder; (d) if Landlord requests any change to a Property listing; (e) if Landlord bypasses or undermines the auction process or otherwise breaches Landlord’s obligations pursuant to this Agreement; or (f) as otherwise described in this Agreement. Charging the Listing Deposit shall be in addition to, and not in lieu of, any other rights and remedies available to Company whether pursuant to contract, at law or in equity.

Company’s charge of the Listing Deposit shall in no event be deemed to be a remedy to the exclusion of any other remedy available to Company. Company’s charge of a Listing Deposit is without prejudice to any other rights or remedies made available to Company whether pursuant to contract, at law or in equity. Company may seek an injunction without any limitation or restriction.

Once there is a Winning Renter, Landlord shall be charged the Residential Lease Agreement processing fee (the “Residential Lease Agreement Processing Fee”) and the auction fee (the “Auction Fee”). Both fees are set forth on the Landlord Fee and Deposit Schedule. The Residential Lease Agreement Processing Fee shall be charged against the Listing Deposit for such Property.

Once the Winning Renter has signed a Residential Lease Agreement, Landlord shall be charged an auction fee (“Auction Fee”) for such Property. The Auction Fee is described in the Landlord Fee and Deposit Schedule for each Property listing. Generally, the Auction Fee is calculated as a percentage multiple of the difference between the Minimum Rental Price input and the Winning Renter’s winning bid. If the Winning Renter’s winning bid for a Property is equal to the Minimum Rental Price for such Property, then no Auction Fee shall be due for such Property listing.

Other Terms Related to Deposits and Fees

The Auction Fees and all other fees charged by Company to Landlord pursuant to this Agreement are collectively referred to in this Agreement as the “fees”.

If the fees due for a Property are more than the Listing Deposit deposited by Landlord for such Property, Landlord shall be charged the Listing Deposit plus all additional amounts due. If the fees due for a Property are less than the Listing Deposit deposited by Landlord for such Property, the amount due shall be deducted from the Listing Deposit and charged to Landlord, and Company shall lift the hold placed by Company on Landlord’s credit card for the remaining balance of such Listing Deposit (the portion in excess of the fees due).

Landlord shall remit to Company all fees due in full without deduction or offset. Late fees shall be subject to a service fee equal to the greater of (a) one and one-half (1½) percent per month or (b) the highest amount allowed by law, calculated from the date such fee is due until the date such fee is paid in full with interest.

Each Listing Deposit is for One Property Listing

Each Listing Deposit applies to only one Property listing. Listing Deposits are non-transferable. If for any reason a Property is removed from the Auction Platform and subsequently relisted on the Auction Platform, Landlord may be charged the Listing Deposit for such earlier Property (Landlord shall not receive a refund for such Listing Deposit). The new listing will require a new separate Listing Deposit.

Credit Card Processors

Company uses a third-party credit card processor to handle all fees and payments. For further information regarding the credit card processor, please see the Privacy Policy. Company shall not be liable for any acts or omissions of its credit card processor. If for any reason Landlord is unwilling to rely on the credit card processor, you should not use the Auction Platform to list Properties.

8.General Limitations and Restrictions

Company reserves the right to deny, limit, or impose conditions on Landlord’s and Renter’s access to, and ability to use, the Auction Platform at any time, for any reason (including, without limitation, due to a Landlord’s or Renter’s insolvency, credit, criminal and eviction background history and/or breach or suspected breach of any term of this Agreement).

Company may at any time, and without liability to you or to any Renter or any third party, postpone, extend or cancel an auction, remove an auction listing, rearrange the order or sequence of the Property auctions, reject any or all bids, advance the bidding and otherwise make changes to any aspect or feature in the Auction Platform or otherwise on the Website.

Additional terms and conditions may apply with respect to certain features and/or functionality on the Auction Platform and/or the Website. Such terms will appear on the Auction Platform or the Website or in windows or links made available on the Auction Platform or the Website.

If you have a dispute with a Renter, Guarantor, Co-Lessee, another Landlord or any other user, you agree to release Company from any claims, demands, and damages (actual and consequential, or otherwise) relating in any way to such dispute.

Landlord is fully and solely responsible and liable for all costs and expenses incurred by, or on behalf of, Landlord in connection with Landlord’s use of the Auction Platform and/or the Website.

9.Ownership

Company, its affiliated companies or its suppliers are the sole owners of all intellectual property rights and other rights in and to the Website, and in particular the copyrights, trademarks, databases, trade secrets, inventory, patents, inventions, software, technology, applications, data, graphics and text in the Website, including the organization and selection of materials contained therein. Company is also the sole owner of all metrics, data, feedback and information generated by or obtained from the Website. In addition, except as otherwise expressly set forth or provided in this Agreement, Company, its affiliated companies or its suppliers shall retain all ownership rights in and to all content displayed on the Website, including copies of data transferred or received by you through the Website.

10.License Grant and Restrictions

Subject to your compliance with all terms and conditions in this Agreement, you are granted a limited, non-exclusive, revocable, non-transferable license to access and use the Auction Platform and the Website only as expressly permitted in this Agreement.

You shall not use the Auction Platform or Website or Company’s intellectual property except as, and to the extent, specifically authorized under this Agreement. Except as expressly authorized by applicable law, you shall not modify, rent, lease, loan, sell, distribute, copy, transmit, broadcast or prepare derivative works based on the Auction Platform or Website in whole or in part. In addition, you shall not adapt or use any trademark, trade name, or domain name similar to or likely to be confused with that of Company, or otherwise take any other action which might infringe or impair any of Company’s intellectual property or contractual rights. Additional restrictions on the use of Company’s intellectual property appear in this Agreement.

Any reproduction or redistribution of the Auction Platform or the Website, in whole or in part, is expressly prohibited. Any use of the Auction Platform or the Website not in accordance with this Agreement is expressly prohibited.

11.Auction Platform and Website Rules

When accessing or using the Auction Platform or the Website, you shall not:

Violate any law, statute, ordinance or regulation;
Violate any patent, trademark, trade secret, copyright, privacy right, publicity right, or other right
of any person or entity;
Violate or breach any term of this Agreement or any other agreement provided by Company;
Post or disseminate any false, inaccurate, or deceptive content;
Reverse engineer, decompile, disassemble or translate or otherwise attempt to derive the source
code of any part of the Auction Platform, the Website, Company’s systems or the systems of any
third party;
Transfer your account to any third party, or allow a third party to use your account, without our
express written permission;
Use the Website or any information on the Website in connection with any contest, pyramid scheme,
chain letter, junk email, spamming or any duplicative or unsolicited message (commercial or
otherwise) or to commit fraud;
Use any robot, spider, scraper or other automated means to access the Auction Platform or Website
for any purpose;
Bypass our robot exclusion headers, interfere with the working of the Auction Platform or Website or
impose an unreasonable or disproportionately large load on our infrastructure;
Engage in any inappropriate, profane, defamatory, obscene, harassing, abusive, threatening,
harmful, racist, discriminatory, indecent, unlawful or otherwise objectionable conduct or activities of
any kind;
Bid on your own Property;
Engage in any conduct or activity intended to or having the result of manipulating or
circumventing Landlord’s payment obligations to Company and Company’s suppliers (by, for
example, negotiating fees with Renters outside of the Auction Platform);
Enter into a transaction or engage in conduct either inside or outside of the Website in a manner
that might deprive Company of the fees due to Company or otherwise deprive Company or any
other party of any benefit from a transaction contemplated herein;
Use the Auction Platform or Website to create a product or service (or assist any person or entity
to create a product or service) that competes with the Auction Platform;
Violate any of Company’s intellectual property rights by, for example, copying the Website or any
elements from the Website;
Disparage Company or its owners, officers, directors, representatives or employees, or portray or
depict Company, its owners, its employees, its products or its services in an unflattering or
unfavorable light;
Engage in any conduct or activity that tends to undermine any Renters’ confidence, or any other
person’s or entity’s confidence in Company, the Auction Platform and/or the Website;
Engage in any conduct or activity that tends to undermine the performance of, or interfere with
the normal operation of, the Auction Platform or Website;
Refuse to award a property to a Highest Bidder arbitrarily, or terminate an auction or remove any
listing arbitrarily or without a legitimate, good faith reason for doing so;
Send or otherwise make available any information or material that may constitute or encourage
conduct that could be a criminal offense or civil wrong;
Impersonate any person or entity, or make any false statement regarding any agency or affiliation
with any entity, or create a false identity;
Interfere with or disrupt, or attempt to interfere with or disrupt, any server, network or equipment
connected to the Website;
Attempt to gain unauthorized access to any other computer system or network connected to the
Website;
Harvest or otherwise collect information about users without their consent;
Circumvent any technical measures we use to provide the Auction Platform and the Website;
Stalk, threaten or harass Company, any Landlord, any Renter or any other person or entity, or
infringe upon or attempt to infringe upon their privacy;
Transmit, upload, email or post to, or otherwise make available via, the Auction Platform or
Website or Company’s systems, any file that contains a virus, Trojan horse, worm, time bomb,
cancelbot, malware, corrupted files, or any other similar software or programs that may damage
the operation of the Auction Platform, Website, Company’s systems, another's computer or the
property of another;
Provide support or resources (or conceal or disguise the nature, location, source or ownership of
material support or resources) to any person or organization designated as a foreign terrorist
organization by the U.S. government; or
Falsify or delete any copyright or other rights management information, such as author
attributions, legal or other proper notices or proprietary designations or labels of the origin or
source of software or other material that is sent.

12.Representations and Warranties of Landlord

Landlord represents and warrants as follows:

that Landlord shall comply with all terms and conditions of this Agreement;
Landlord is at least 18 years of age or a legally organized entity, and Landlord is authorized to
have a Landlord’s Account;
All information furnished by Landlord related to the Listing Materials is accurate, true, current and
complete and Landlord shall fully abide by the same;
All information furnished by Landlord related to Landlord’s Account is accurate, true, current and
complete, and Landlord will maintain and update such information during the term of this
Agreement so that it will remain accurate, true, current and complete;
The Listing Fee for a listing on the Auction Platform shall be billed through the Auction Platform
regardless of whether a rental is completed via the Auction Platform or outside of the Auction
Platform and regardless of whether or not any such rental is completed; and
Landlord shall comply with all laws, rules and regulations, including all laws, rules and regulations
applicable to Landlord, the Property, the Listing Materials and the Residential Lease Agreement.
13.Your Content and Submissions

The Auction Platform and certain other features and functionality on the Website allow Landlord to upload, input and/or import text, content, photographs, data, offers, intellectual property and other materials and information (collectively, “Material”) to the Website. By uploading, inputting or importing any Material, you grant to Company and its subsidiaries, agents, contractors, licensees and successors in business an irrevocable, perpetual, worldwide, royalty-free, sub-licensable (through multiple tiers) and non-exclusive license to reproduce, distribute, modify, edit, display, adapt, prepare derivative works based on, market and promote the content, for any commercial purposes and in any medium now existing or hereinafter developed, and may sublicense to a third party the same, and use, or allow such third party to use, your name, and likeness without your prior approval or the payment of any compensation. Company’s activities related to the Materials will be consistent with Company’s privacy practices as described in the Privacy Policy. You agree that by submitting any Material to the Website, you hereby expressly permit Company, and any third party permitted by Company, to identify you as the owner and/or provider of such information and content.

You represent and warrant that: (a) you own or otherwise have all rights (including all intellectual property rights) necessary in the Materials to grant to Company, its parent and its affiliates, and its and their agents, contractors, licensees and successors in business the rights granted herein; and (b) use of such materials by Company, its parent and its affiliates, and its and their agents, contractors, licensees and successors in business will not violate the rights of, or cause injury to, any other person or entity. We take no responsibility and assume no liability for any Material uploaded, inputted or imported by you or any third party. You acknowledge and agree that we do not have to post or keep posted anything you provide.

14.Links and Third-Party Materials

Some of the content, services, features and information made available on the Website may belong to third parties. Examples of third party services and materials include DocuSign, DocuSign’s digital signature technology, and the Residential Lease Agreement. You acknowledge that we assume no responsibility or liability for such content, services, features or information or for any third-party websites, services or goods that may be linked to or from the Website or advertised on the Website (the foregoing collectively referred to as “Third-Party Materials”). We do not make any: (a) representation or warranty, express or implied, with respect to any Third-Party Materials including their availability; (b) representation or warranty, express or implied, with respect to the accuracy, completeness, usefulness or adequacy of any Third-Party Materials; or (c) endorsement with respect to any Third-Party Materials. Company encourages Landlord to, at a minimum, be aware when Landlord uses third-party materials and be aware when Landlord leaves the Website and to review the privacy practices related to third party sites.

15.Disclaimer of Warranty

YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT ALLOWED BY LAW, THE WEBSITE AND AUCTION PLATFORM ARE PROVIDED "AS-IS", “AS-AVAILABLE” AND AT YOUR SOLE RISK, AND THAT YOU WILL NOT HAVE ANY CLAIM OR DEMAND AGAINST COMPANY, ITS AFFILIATES, OR ANY OF THE FOREGOING'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES OR AGENTS WITH RESPECT TO THE WEBSITE, THE AUCTION PLATFORM, ANY THIRD-PARTY MATERIALS, ANY RENTER, ANY OTHER LANDLORD OR ANY PROPERTY. TO THE FULLEST EXTENT OF THE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, PERFORMANCE, ERROR-FREE OPERATION, SECURITY OR ACCURACY WITH RESPECT TO THE AUCTION PLATFORM, WEBSITE, ANY THIRD-PARTY MATERIALS AND ANY AND ALL INFORMATION AND DATA TRANSMITTED VIA THE FOREGOING.

16.Additional Disclaimers

Company does not endorse, recommend, verify, evaluate, warrant or guarantee the qualifications, credentials, licensure, expertise, claims or background of Landlord, any other landlord or any Renter, or any opinion, response, advice, prediction, recommendation, information or other service provided by any landlord or otherwise made available on the Website. Nothing contained in this Agreement, on any third-party website or provided otherwise shall be considered as a referral, endorsement, recommendation, verification, warranty or guarantee with respect to (a) Landlord; (b) any other landlord; (c) any Renter; or (d) any data, information or other service provided by any other landlord or any Renter, or otherwise made available on or via the Auction Platform or Website.

Company expressly disclaims all representations and warranties related to any and all Materials posted or transmitted by Landlord, any other landlord and any Renter. If Landlord decides to rely on any Materials provided by a Renter, Landlord must exercise a high level of care. Landlord shall not have any claim or demand against Company, its parent or its affiliates, or its or their officers, directors, shareholders, employees, contractors or agents with respect to any service, advice, material or information Landlord receives, uses and/or relies on. Company shall not be deemed to be responsible or liable for any Renter, any listing or for any information acquired through the Auction Platform or the Website. The listing and rental of any Property is entirely at Landlord’s sole risk.

Company is not a party to any agreement between Landlord and any Renter and Company shall not be responsible or liable for enforcing any agreement, including any Residential Lease Agreement, between Landlord and any Renter.

In the event of a dispute regarding any Property or Residential Lease Agreement, Landlord hereby indemnifies, defends and holds harmless Company, its parent and its affiliates, and its and their officers, directors, shareholders, employees, contractors and agents (collectively, the “Indemnified Parties”) from all manner of actions, claims and demands and from any and all losses (whether direct, indirect, incidental or consequential), damages, costs and expenses, including, without limitation, court costs and attorneys' fees, which may be incurred by any of Company, its parent and its affiliates, and its and their officers, directors, shareholders, employees, contractors and agents.

17.Limitation of Liability

LANDLORD EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY, ITS PARENT AND ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS SHALL NOT BE LIABLE TO ANY RENTER, LANDLORD OR THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF OPPORTUNITY, BUSINESS, REVENUE, PROFITS OR USE, OR FOR LOSS OF ANY OTHER ECONOMIC ADVANTAGE. LANDLORD FURTHER EXPRESSLY UNDERSTANDS AND AGREES THAT: COMPANY, ITS PARENT AND ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS' AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE AUCTION PLATFORM AND/OR WEBSITE BY LANDLORD WILL NOT EXCEED THE GREATER OF (A) THE TOTAL OF THE ACTUAL LISTING FEES RECEIVED BY COMPANY FROM LANDLORD DURING THE THREE (3) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION; AND (B) FIVE DOLLARS ($5).

COMPANY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY YOU OR ANY RENTER IN CONNECTION WITH ANY RESIDENTIAL LEASE AGREEMENT, ANY OTHER LISTING MATERIALS, ANY PAYMENT OR ANY PROPERTY. LANDLORD SHALL INDEMNIFY, DEFEND AND HOLD COMPANY, ITS PARENT AND ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS HARMLESS IN CONNECTION WITH ANY SUCH CLAIM.

THE LIMITATIONS AND EXCLUSIONS DESCRIBED IN THIS SECTION (LIMITATION OF LIABILITY) APPLY REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, IN TORT OR IN EQUITY AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

In the event applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

You acknowledge and agree that information provided through the Website, including information provided by Company, is subject to change.

18.Indemnity

You shall defend, indemnify and hold Company, its parent and its affiliates, and its and their officers, directors, employees, consultants, contractors, representatives and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against any of the Indemnified Parties related to: (a) any breach of this Agreement; (b) any dispute or claim arising from or related to any Residential Lease Agreement or Property; (c) Landlord’s use of the Website and/or the Auction Platform; (d) any listing; (e) any act or omission of any Renter (including any failure of a Renter to sign a Residential Lease Agreement or remit payment due to Landlord); and (f) any Material submitted, posted or transmitted through the Website and/or the Auction Platform under Landlord’s Account. Upon receipt of notice of any claim, suit, action or other proceeding, you shall immediately undertake the full defense and settlement of the same.

19.Privacy Policy

Our information practices are described in our Privacy Policy which is incorporated into and deemed a part of this Agreement. By using the Website, you consent to the collection and use of your information as described in the Privacy Policy.

20.Permitted and Required Disclosures

Company may disclose your information, including, but not limited to, personal information, transcripts, surveys, and recordings, if Company reasonably believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate Company's liability in an actual or potential lawsuit, (iii) is necessary or appropriate to protect Company’s rights or property, or the rights or property of any person or entity, (iv) is necessary or appropriate to enforce this Agreement (including, but not limited to, ensuring payment of fees by you), or (v) is required or necessary to deter illegal behavior (including, but not limited to, fraud).

21.Reporting Copyright Infringement Claims

Company respects the intellectual property rights of others, and we ask that all visitors, account owners and other users of our Website do the same. Company may, in appropriate circumstances and at its discretion, terminate the account or access of a user who infringes the intellectual property rights of others.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company's Copyright Agent (identified below) the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the
copyright interest;
a description of the copyrighted work that you claim has been infringed, including the URL (web
page address) of the location where the copyrighted work exists or a copy of the copyrighted
work;
a description of where the material that you claim is infringing is located on the Site, including the
URL;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the
copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your Notice is
accurate and that you are the copyright owner or authorized to act on the copyright owner's
behalf.

Company's Copyright Agent for notice of claims of copyright infringement can be reached as follows:

By mail: Copyright Agent
Brixbid Chicago, LLC
22 Elm Place, 4th Floor
Rye, NY 10580
By phone: (212) 588-8821
By email: copyright@brixbid.com
22.Termination and Suspension

You can terminate your Landlord’s Account and cease using the Website at any time and for any reason or no reason. In order to terminate your Landlord’s Account, please email your request to customerservice@brixbid.com. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, termination by Landlord shall not terminate, modify or impact any of Landlord’s Property listings with respect to which a Residential Lease Agreement has not been executed.

Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Website or any portion or feature of the Website, or suspend or terminate your access to your account, the Website or any portion or feature of the Website, in our sole discretion and with or without notice to you. You agree that Company shall not be liable to you, any renter, any other Landlord or any other third party for any modification, suspension or discontinuance of the Website or any portion or feature of the Website, or for any losses or damages that may result to you or to any third party from such discontinuation or interruption.

If you breach any provision of this Agreement, we may terminate this Agreement and suspend or terminate your account immediately. We shall be entitled to pursue all rights and remedies available to us including injunctive relief to enforce our rights and the provisions hereof. If we prevail in any action against you, we shall be entitled to recover from you all reasonable costs, expenses and attorneys’ fees incurred in connection therewith.

We reserve the right at any time to block access to or use of the Website by users from certain IP addresses that we believe present a threat to the Website or to other users of the Website. We may also request that you stop accessing or permanently destroy certain content or information available through the Website. You agree to comply with any such request.

If we terminate your account due to a breach, you may not attempt to access such account or the Website or attempt to re-enroll, directly or indirectly, on the Auction Platform as either a Landlord or a Renter.

Sections 2, 7, 8, 9 and 11-27 of this Agreement, and Landlord’s obligation pursuant to Sections 1, 3, 4, 6 and 10 shall survive expiration or termination of this Agreement.

23.Notice

Company may provide notices or other communications to you via the contact information provided in your Landlord’s Account. Changes to this Agreement will be identified by a change to the date at the bottom of this Agreement. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Unless an email address or other contact information for receipt of certain applicable notices is expressly set forth in this Agreement and you are advised to use such email address or other contact information, all notices sent to Company must be delivered via express delivery or regular mail to:

Brixbid Chicago, LLC
22 Elm Place, 4th Floor
Rye, NY 10580
24.Website Auditing and Monitoring

We reserve the right to audit and monitor (manually or through automated means) the use of the Auction Platform and Website to ensure compliance with this Agreement and to maintain, improve and expand the Auction Platform, the Website and our offerings. We also may, but are not required to, monitor content on the Website using manual review or technical measures to screen, block, filter, edit or remove content. We may terminate or suspend your account or delete, edit or remove content that we, in our sole discretion, deem illegal, offensive, abusive, in violation of our policies, or otherwise inappropriate or unacceptable. All enforcement determinations are made in our sole discretion, and we will not incur any liability or responsibility if we choose to remove or delete any content.

25.Force Majeure

Neither party shall be liable to the other for any delay or failure in the performance of this Agreement or the Website or for loss or damage of any nature whatsoever suffered by such party due to disruption or unavailability of communication facilities, utility or Internet service provider failure, acts of war, acts of terrorism, acts of vandalism, lightning, fire, strike, unavailability of energy sources or any other causes beyond such party’s reasonable control.

26.No Assignment

You shall not assign your rights or obligations pursuant to this Agreement, in whole or in part, whether voluntarily or by operation of law, without the prior, written consent of Company. Any purported assignment without the prior written consent of Company shall be null and void and of no force or effect. Company may assign this Agreement without restriction. This Agreement is binding on you and your heirs and representatives.

27.Miscellaneous Terms

Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. Landlord is not a third-party beneficiary under the User Terms and Conditions. This Agreement shall be interpreted only in accordance with the laws of the State of New York (excluding any rules governing choice of laws), and any legal proceeding arising out of this Agreement will occur exclusively in the courts located in New York, New York. This Agreement will be binding and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Company and Landlord with respect to the subject matter hereof, and Landlord has not relied upon any promises or representations by Company with respect to the subject matter except as set forth herein. Persons and entities who live in a territory that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States are not permitted to use or access the Auction Platform or the Website. No amendment to this Agreement will be effective unless made in writing. The section and paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof. All references to “days” in this Agreement refer to calendar days unless expressly provided otherwise. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect and the offending provision shall be modified to the extent necessary to make it compliant with applicable law.

This Agreement was last updated the 27th day of November______, 2017.