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 Terms
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Terms of Service
BusinessAssistance.Com
TERMS OF SERVICE
I. BASIC REGISTRATION AND SERVICE INFORMATION
1.1 ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE
By clicking on "I agree" below, and by completing the registration process to become a member ("Member") of the BusinessAssistance.Com ("BusinessAssistance.Com") web site (the "Site"), you accept and agree to be bound by the terms of service, operating rules and/or policies of BusinessAssistance.Com, published by BusinessAssistance.Com as described below (all such Terms of Service, operating rules and/or policies as they may be amended from time to time shall hereinafter be referred to as these "Terms of Service"). Members may be referred to as "Member," "User," "Buyer" when a Member is being described as acting as a buyer in a BusinessAssistance.Com transaction, "Bidder" when a Member is being described as bidding on an asset in order to act as a potential buyer in a BusinessAssistance.Com transaction, and "Seller" when a Member is acting as a seller in a BusinessAssistance.Com transaction. These Terms of Service comprise the entire agreement between Member and BusinessAssistance.Com and supersede all prior agreements between the parties, regarding the subject matter contained herein.
1.2 DESCRIPTION OF BusinessAssistance.Com MARKETING SERVICE
BusinessAssistance.Com provides an online venue for Sellers to list assets for sale and for Buyers to locate assets for sale in order to facilitate the transfer of ownership of assets, including but not limited to real and personal property, and goods ("Assets"). The Assets available through the Site are offered by Sellers and not by BusinessAssistance.Com. BusinessAssistance.Com is not a party to the offer or sale of these Assets and does not own the Assets listed on the Site, and only provides the technical means for the offer and sale of the Assets. BusinessAssistance.Com does not ensure that a Seller and Buyer will complete a transaction. Unless otherwise indicated/engaged, BusinessAssistance.Com is not responsible for the completion of any Asset sale or for facilitating the delivery of said Asset(s). Although BusinessAssistance.Com may supervise the content of information of the Site (see "Supervision of Content" below), BusinessAssistance.Com does not assume responsibility for verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any Member as a result of relying on any material, content and information posted on the Site.
1.3 MEMBER REGISTRATION AND INFORMATION
(a) Registration Data. Each Member expressly agrees to: (1) provide certain current, complete, and accurate information about Member as prompted to do so on the Site and (2) maintain and update this information as required to keep it current, complete and accurate. All information requested on original registration shall be referred to as "Registration Data." Furthermore, Member grants BusinessAssistance.Com the right to use Member-related data for purposes described in the BusinessAssistance.Com Privacy Policy. Member is further directed to review the BusinessAssistance.Com Privacy Policy for further information concerning the collection and usage of Member information. BusinessAssistance.Com membership is non-transferable. If any information provided by Member is incomplete or inaccurate, BusinessAssistance.Com retains the right to terminate Member's rights to use the Site. Member has the right to seek cure within five (5) business days of notification. A Member agrees not to use a false or misleading name or a name that the Member is not authorized to use in registration or use of the Site. Providing fraudulent Member information could subject a Member to criminal or civil liability as well as being a violation of these Terms of Service. Member may change personal information on its existing membership account only to update the Member account.
(b) User Name and Password. Once a party becomes a Member of the Site, the Member will select a user name and a password. Members are entirely responsible for maintaining the confidentiality of their user names and passwords. Furthermore, Members are entirely responsible for any and all activities that occur under a Member's Member ID and password. Member agrees to immediately notify BusinessAssistance.Com of any unauthorized use of Member's Member ID or any other breach of security known to Member.
II. CONDUCT OF AUCTIONS ON THE SITE
2.1 PROCEDURE FOR CONDUCTING AUCTIONS
Assets are listed for the specified bidding periods (the "bidding") shown on the Site and are deemed "sold" at the close of bidding which will be set at a time pre-determined by the Seller, except that BusinessAssistance.Com will not close bidding until an entire overtime period has passed without any bidding activity. Each Asset (including an Asset sold in a Simulcast Auction) will have a description and disclosure information on the Site, as well as any additional conditions of sale provided by the Seller. Once bidding commences, Bidders may make a bid at any time prior to closing of the bidding. All Assets will have a minimum bid price disclosed on the Site. For certain Assets, the Seller may impose a reserve price, which is not disclosed on the Site. If there are no bids above the minimum bid or reserve price (whichever is higher), then the Seller is not obligated to sell the Asset. After bidding closes on each Asset, BusinessAssistance.Com will send the highest Bidder and Seller an email detailing the highest bid and contact information (a "Sold Notice"). In all auctions, Buyers who receive a Sold Notice are legally bound to buy the asset at the quoted bid amount (see "Contractual Obligations of Buyers and Sellers" below), and the Seller is legally bound to sell the asset, pursuant to these Terms of Service, subject to the additional conditions of sale specified by Seller. Except as otherwise provided in connection with Bankruptcy Claims exchange, the Seller is obligated to contact the winning Bidder within two (2) business days to complete the transaction (or the Seller may engage a representative, including BusinessAssistance.Com, to contact the winning Bidder on the Seller's behalf, pursuant to prior agreement). After two (2) business days if the Seller is unable to contact the winning Bidder, for whatever reason, the Seller may, in its sole discretion (a) continue to attempt to contact the high bidder with assistance from BusinessAssistance.Com; (b) after contacting BusinessAssistance.Com, contact the second highest Bidder and sell the Asset to the second highest Bidder; or (c) re-list the asset on the Site. By selling an Asset to the next highest Bidder, neither the Seller nor BusinessAssistance.Com is releasing any claims he/she/it may have against the highest Bidder for non-performance. Once the Seller contacts the winning Bidder, the Seller and winning Bidder shall complete the settlement of the purchase and sale of the Asset pursuant to "Settlement of Transactions" below.
2.2 SETTLEMENT OF TRANSACTIONS GENERALLY
For non-Bankruptcy Claims exchange settlement, the settlement of a purchase and sale of an Asset following a completed bidding process shall be conducted pursuant to this Section, unless otherwise provided in the Seller's conditions of sale or in a written agreement executed by the Buyer and Seller. The conditions of sale for a particular Asset may provide that a winning Bidder provide a deposit within a short time after the auction closes, such as one or two business days after a Sold Notice is given, or that a pre-bidding deposit may be required prior to a Bidder being qualified to bid on an asset, or no deposit may be required. Unless otherwise provided in the Seller's conditions of sale or otherwise agreed upon by the Seller and Buyer in writing, final settlement shall take place no later than five (5) business days after Buyer is given a Sold Notice, except for real estate assets. In the case of real estate assets, a deposit in the amount of 5% of the final purchase price (or greater if required by the Seller in the conditions of sale) shall be wired by the Buyer within five (5) business days of receiving a Sold Notice, and settlement shall occur no later than thirty (30) days after Buyer is given a Sold Notice. Sellers shall provide unsigned copies of any documents of transfer or other necessary settlement documents to the Buyer within two (2) business days of receiving the Sold Notice. In order to conduct settlement, the Buyer shall send or wire the full purchase price (minus any deposit previously paid) to the Seller's account pursuant to payment information provided no later than two days after a Sold Notice is issued (or earlier if a deposit is required). Upon receipt of the full purchase price, the Seller shall send the fully executed settlement documents, as appropriate, to Buyer by overnight mail at Seller's expense.
III. RESPONSIBILITIES OF BUYERS AND SELLERS
3.1 WHO CAN BID?
Bidders must register with BusinessAssistance.Com as a Member and be capable of forming legally binding relations under applicable law. The services provided by BusinessAssistance.Com are not available to individuals under the age of 21 years old and any other individuals who are legally prohibited from, or otherwise incapable of, entering into binding contracts.
3.2 WHO CAN SELL?
Sellers must be the rightful owners or authorized by the owners of such property, a court of law, or through power of attorney to sell an Asset. Sellers must produce evidence of ownership and/or authorization to sell an Asset upon request of BusinessAssistance.Com or a Buyer. In addition, BusinessAssistance.Com may require a Seller to pay for a UCC lien search or other due diligence to be conducted with respect to an Asset prior to listing the Asset on the Site.
3.3 CONTRACTUAL OBLIGATIONS OF BUYERS AND SELLERS
(a) Terms of Service As Contract. These Terms of Service, together with any additional conditions of sale provided by a Seller for a particular Asset disclosed on the Site, comprise a contract between a Seller and the winning Bidder in any completed auction. By bidding on an Asset a Bidder agrees, and by listing an Asset on the Site, a Seller agrees, to be bound by these Terms of Service and the Seller's conditions of sale included in the Asset's description, so long as those conditions of sale are not in violation of these Terms of Service or unlawful. In the event of any direct conflict between these Terms of Service and any conditions of sale provided by a Seller, these Terms of Service shall prevail; except that in the event of a direct conflict regarding the timing and requirements of settlement provided in the Section entitled "Settlement of Transactions" above, the Seller's conditions of sale shall prevail with respect to such provisions.
(b) Offer and Acceptance - Binding Contract Between Buyer and Seller. A bid made by a Buyer is an offer to purchase the asset from the Seller at the stated bid price. The bid is an irrevocable offer, subject only to material changes in the description of an asset made after such bid is placed by a Buyer. Buyers are required to conduct any research or due diligence of an asset prior to making a bid (See "Other Responsibilities of Bidders/Buyers" below). All Assets are listed and sold on an "as is"/"where is" basis. If a Buyer bids on an asset and that bid represents the highest bid for that asset, and the highest bid is at or above the Seller's minimum and/or reserve price (whichever is higher), the Buyer's bid is deemed accepted by the Seller (subject to these Terms of Service, including the right of a Buyer to change or retract a bid in the event of a material change in the description of the Asset, as set forth below), except for an exceptional circumstance, such as a typographical error. Once the Seller accepts a Buyer's bid, the Buyer is obligated to purchase the asset at the price he/she offered and pursuant to these Terms of Service and the Seller's conditions of sale. If a Seller receives at least one bid at or above the Seller's stated minimum price (or in the case where the Seller has set a reserve price, at or above the reserve price), the Seller is obligated to complete the transaction with the highest Bidder upon the completion of the bidding, unless there is an exceptional circumstance, such as a clear typographical error or other conditions stated in these Terms of Service. In the case of a sale of any assets from a bankruptcy estate, a sale is not final until a bankruptcy court gives final approval of the sale (see "Other Conditions of Purchase and Sale"). The Seller's conditions of sale may provide for a specific form of purchase agreement to be executed by the Seller and winning Bidder after the auction closes. In the absence of a specific form being provided by the Seller in the conditions of sale, the Seller or the winning Bidder may request that the parties execute a standard form of purchase agreement, consistent with these Terms of Service and the Seller's conditions of sale, to memorialize and confirm the agreement between the parties. Sellers and Buyers agree to act reasonably and in good faith in negotiating and entering into a written purchase agreement if requested by either party.
(c) Post-Auction Sales. In the event an auction closes and no Bidder has bid an amount at or in excess of the reserve price, then the Seller may, at the Seller's option, instruct BusinessAssistance.Com to send an e-mail to all Bidders who submitted bids on that Asset and ask for each Bidder's final and best offer or otherwise attempt to negotiate a sale with any of such Bidders. The Seller shall have the right to choose whether to accept or reject any of such offers and whether to complete the sale of the Asset to any such Bidders or to re-list or withdraw the Asset. In the event the Seller agrees on the terms of a purchase and sale with any Bidder pursuant to such post-auction negotiation process, then the parties shall enter into a purchase agreement to memorialize the terms of their agreement.
(d) Material Change in Description of Asset. In the event a Seller materially changes the description of an Asset after the commencement of the bidding process, then all Bidders who have previously made a bid on such Asset will be notified by e-mail that the description of the asset has been materially changed. Such Bidders will then have three business days (or another period provided in a notice to such Bidders) to amend or retract his/her/its bid, after which time all bids will remain irrevocable.
(e) Other Conditions of Purchase and Sale. All purchases and sales of Assets and use of the Site by Members shall be conducted in compliance with applicable law. Purchases made on the Site are entirely without recourse to BusinessAssistance.Com. All Members acknowledge and agree that closing of all sales of Assets may be subject to final approval of a court (including a bankruptcy court) or other agency and that if such approval is not obtained, the Seller may withdraw such Asset after a completed bidding process without any recourse or liability on the part of Seller. In the case of a sale of any assets from a bankruptcy estate, a sale is not final until a bankruptcy court gives final approval of the sale. As with any sale of bankruptcy assets, third parties involved with a bankruptcy estate may object to a sale of assets.
(f) Enforcement of Buyer and Seller Contract Obligations. All Members are third party beneficiaries of these Terms of Service, and Buyers and Sellers shall be entitled to enforce the provisions hereof and may pursue legal action against each other for non-performance of any provision hereof, including without limitation, non-performance of a purchase and sale after a completed bidding process. In addition, BusinessAssistance.Com retains the right to terminate a Member's rights to use the Site in the event a Member violates these Terms of Service.
3.4 OTHER RESPONSIBILITIES OF BIDDERS/BUYERS
(a) Conducting Due Diligence. All Assets are listed and sold on the Site on an "as is"/"where is" basis. Bidders are required to conduct any research or due diligence of an asset that they wish to conduct prior to making a bid. Bidders wishing to physically inspect Assets seen on the Site may make arrangements to do so at Seller's discretion. The Seller's terms of sale and/or description of an Asset shall contain information regarding inspections and other due diligence opportunities available. However, in the case of an asset such as a promissory note, mortgage, or other Asset that involves a payer or debtor or other third party that is not a Seller and not part of the purchase and sale transaction on this Site, then Bidders are strictly prohibited from contacting such payers, debtors, or other third parties until the bidding is complete, the winning Bidder has paid for the Asset in full, and the purchase and sale of the Asset is settled. Permitted due diligence includes reviewing the Seller's description of an Asset, as well as reviewing land records, tax records, appraisals, and other publicly available sources.
(b) Completing a Settlement. After the online bidding is complete, unless otherwise indicated, Buyers are responsible for taking all necessary actions to complete the sale once a Sold Notice is given to Buyer. BusinessAssistance.Com retains the rights to terminate a Buyer's rights to use the Site in the event a Buyer fails to perform its obligations to settle on a completed auction.
3.5 OTHER RESPONSIBILITIES OF SELLERS
(a) Description of Assets. Sellers must accurately describe Assets in a listing provided for inclusion on the Site and shall be liable for any misstatements or omissions in such description. Failure to accurately describe an Asset could be fraudulent and could subject a Seller to civil and/or criminal liability, as well as being a violation of these Terms of Service. BusinessAssistance.Com retains the right to terminate a Seller's rights to use the Site in the event a Seller includes material misstatements or omissions in an Asset's description. Prior to listing an Asset, Sellers shall provide to BusinessAssistance.Com any terms or conditions of sale for particular Assets in addition to these Terms of Service.
(b) Compliance With All Applicable Laws. Sellers are also responsible for complying with all applicable local, state, federal, or foreign laws, rules, regulations and legal approvals regarding the sale of any Assets, including without limitation, bankruptcy court approvals, federal and state securities laws regarding the sale of any Assets that may be deemed a "security," Seller disclosure laws for any real estate asset, including environmental and broker licensure laws, export licensing and laws governing the sale, packaging, shipment, distribution and labeling of products, published materials or information, and all other applicable local, state, federal, or foreign laws, rules and regulations pertaining to the sale of any Assets. Sellers are solely responsible for ensuring that all items offered for sale are offered in full compliance with any applicable legal limitations or restrictions.
(c) Linking With Other Web Sites or Information. Without the prior written consent of BusinessAssistance.Com, no listing shall establish a link to any web site or other areas or include any advertisement or statement relating to any business, individual, organization, concept or entity.
(d) Accepting Risk of Buyer's Ability to Complete a Transaction. BusinessAssistance.Com may provide Sellers with a range of services in an attempt to assure qualified legal Buyers. Such tools may include escrow, deposits, credit check and others. However, Sellers acknowledge and agree that these services and requirements are not a guarantee that Buyers are qualified Buyers. BusinessAssistance.Com does not provide any representations with regard to the ability of Bidders to pay Sellers the bid price for the asset being sold.
(e) Completing a Settlement. After the online bidding is complete, unless otherwise indicated, Sellers are responsible for taking all necessary actions to complete the sale once a winning bidder is identified to the Seller. BusinessAssistance.Com retains the rights to terminate a Seller's rights to use the Site in the event a Seller fails to perform its obligations to settle on a completed auction.
(f) Payment of Commissions and Fees to BusinessAssistance.Com. Payment of fees for Asset Listing and/or Premium Services are due when the Seller elects to list an asset with BusinessAssistance.Com. Unless otherwise agreed to by BusinessAssistance.Com and the Seller, Commissions related to a closed auction are due to BusinessAssistance.Com at the time that the Seller is notified by email that a winning bidder has been identified through our auction. It is the Seller's responsibility to consummate the sale of the asset.
(g) Exclusivity. SELLER AGREES THAT BusinessAssistance.Com WILL BE THE SOLE VENUE FOR EACH LISTED ASSET FOR THE TERM OF THE LISTING ONLINE OR OTHERWISE. SELLER MAY NOT DUPLICATE ANY LISTED ASSET ON ANY OTHER ONLINE SITE OR THROUGH ANY OFFLINE SALES METHOD. IF A BUYER MAKES AN OFFER OUTSIDE OF THE BusinessAssistance.Com VENUE IT IS SELLER'S OBLIGATION TO PLACE OR HAVE THAT BID SUBMITTED ON THE BusinessAssistance.Com SITE FOR THE ASSET IN QUESTION. BusinessAssistance.Com WILL PROVIDE THIS SERVICE FOR ABSENTEE BIDDERS UPON WRITTEN REQUEST. ONCE AN ASSET IS LISTED ON THE SITE, IF A SELLER SELLS THE ASSET OUTSIDE THE BusinessAssistance.Com VENUE, THEN BusinessAssistance.Com SHALL BE ENTITLED TO RECEIVE THE FULL COMMISSION THAT IT WOULD HAVE RECEIVED IF THE ASSET WERE SOLD ON THE SITE.
IV. RIGHTS AND RESPONSIBILITIES OF BusinessAssistance.Com
4.1 MODIFICATIONS TO TERMS OF SERVICE
BusinessAssistance.Com may change these Terms of Service from time to time. Any amendment shall be effective immediately upon notice by e-mail, conventional mail service, posting on the Site, or any other means of communication. Member's continued use of the Site constitutes an affirmative: (1) acknowledgment by Member of these Terms of Service and any modifications; and (2) agreement by Member to abide and be bound by these Terms of Service, including any modifications.
4.2 SUPERVISION OF CONTENT
BusinessAssistance.Com reserves the right to supervise all material, content and information on its Site, including, but not limited to, asset listings and bidding activity, to determine compliance with the Terms of Service and all current and future operating procedures and rules of conduct established by BusinessAssistance.Com. BusinessAssistance.Com reserves the right, at its sole discretion, to amend, edit, remove or otherwise block any material posted by a Member, which may violate any state, federal or local law or violate any aspect of these Terms of Service or which may otherwise jeopardize the business operations or goals of BusinessAssistance.Com.
4.3 ADDITIONAL SERVICES
BusinessAssistance.Com can, upon request, perform additional services associated with the fulfillment of an asset including, but not limited to valuation services, insurance, shipping, storage and securing of Assets. These services are subject to mutual written agreement by Member and BusinessAssistance.Com.
4.4 TERMINATION OF MEMBER'S RIGHTS TO USE SITE
BusinessAssistance.Com retains the right to terminate a Member's rights to use the Site in the event a Member violates any aspect of these Terms of Service, including a Seller's conditions of sale, or takes any action which may otherwise jeopardize the business operations or goals of BusinessAssistance.Com.
4.5 NATURE OF BusinessAssistance.Com RESPONSIBILITIES
BusinessAssistance.Com agrees to act with respect to each BusinessAssistance.Com transaction in accordance with these Terms of Service. The duties and responsibilities of BusinessAssistance.Com and its affiliates shall be limited to those expressly set forth in these Terms of Service and it shall not be subject to, or obliged to recognize, any other agreement between, or direction or instruction of, any or all of the parties to any such BusinessAssistance.Com transaction. MEMBER ACKNOWLEDGES AND AGREES THAT BusinessAssistance.Com'S DUTIES ARE MINISTERIAL IN NATURE. BusinessAssistance.Com IS MERELY A FACILITATOR AND PROVIDES TRANSACTIONAL ASSISTANCE TO ITS MEMBERS AND IS NOT A PRINCIPAL TO ANY TRANSACTION. BusinessAssistance.Com SHALL NOT AND DOES NOT TAKE TITLE OR OWNERSHIP OF ANY PROPERTY OR FUNDS HELD BY IT. TITLE TO SUCH PROPERTY OR FUNDS SHALL BELONG TO THE SELLER OR BUYER, AS THE CASE MAY BE, AND SHALL BE HELD AND DISPOSED OF IN ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE OR AS OTHERWISE AGREED UPON BETWEEN BUYER AND SELLER. ANY DISPUTES AND/OR DISAGREEMENTS BETWEEN BUYER AND SELLER MUST BE ADDRESSED BETWEEN BUYER AND SELLER, AND MEMBER EXPRESSLY AGREES NOT TO HOLD RESPONSIBLE, BusinessAssistance.Com OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES IN ANY WAY OR IN ANY MANNER. MEMBER ACKNOWLEDGES AND AGREES THAT NEITHER BusinessAssistance.Com NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES ENDORSES ANY OF THE ASSETS THAT ARE TRANSFERRED THROUGH THE SITE AND THAT NEITHER BusinessAssistance.Com NOR ITS EMPLOYEES, REPRESENTATIVE OR AFFILIATES IS RESPONSIBLE FOR ANY DAMAGES TO GOODS DURING TRANSIT NOR FOR MISREPRESENTATIONS AND/OR BREACHES OF CONTRACT BY EITHER BUYER AND/OR SELLER. BusinessAssistance.Com AND ITS EMPLOYEES, REPRESENTATIVES AND AFFILIATES SHALL ALSO BE FULLY PROTECTED IN RELYING UPON ANY WRITTEN NOTICE, DEMAND, CERTIFICATE OR DOCUMENT, WHICH IT IN GOOD FAITH BELIEVES TO BE GENUINE. NEITHER BusinessAssistance.Com NOR ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES SHALL INCUR ANY LIABILITY WHATSOEVER EXCEPT FOR THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF BusinessAssistance.Com.
V. OTHER PROVISIONS
5.1 DISCLAIMER OF WARRANTIES
MEMBERS EXPRESSLY AGREE THAT USE OF THE SITE IS AT A MEMBER'S SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BusinessAssistance.Com EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BusinessAssistance.Com MAKES NO WARRANTY THAT THE SERVICES PROVIDED ON THE SITE WILL MEET A MEMBER'S REQUIREMENTS, OR THAT SUCH SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES BusinessAssistance.Com MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR THAT DEFECTS IN ANY SOFTWARE WILL BE CORRECTED. BusinessAssistance.Com MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM BusinessAssistance.Com OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
5.2 LIMITATION OF LIABILITY
IN NO EVENT SHALL BusinessAssistance.Com OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES BE LIABLE TO A MEMBER OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR RELIANCE DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA), HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT A MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BOTH PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK AND ARE REFLECTED IN THE FEES AGREED UPON BY THE PARTIES. FURTHER, BusinessAssistance.Com'S AGGREGATE LIABILITY ARISING WITH RESPECT TO MEMBER'S USE OF THIS SITE SHALL NOT EXCEED THE GREATER OF (A) $100 or (B) THE TOTAL AMOUNTS PAID BY THE MEMBER TO BusinessAssistance.Com UNDER ANY COMMISSION AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
5.3 NO RESALE OR COMMERCIAL USE OF THE SERVICES PROVIDED ON THE SITE
Member's right to use the Site is personal to Member. Member agrees not to resell or make any commercial use of the services provided on the Site without the express written consent of BusinessAssistance.Com. Member acknowledges that content appearing on the Site may be protected by copyrights, trademarks or other proprietary or personal rights and that applicable laws will govern the Member's use of such content. Member agrees that without the prior written consent of BusinessAssistance.Com, Member shall not resell the Site, or the services provided on the Site, or use the Site for the transmission of commercial solicitations (other than an offer by Seller of Assets for sale) or for the receipt of responses to commercial solicitations (other than a Buyer's interest in purchasing Assets offered for sale through the Site) without the express written consent of BusinessAssistance.Com. Member agrees not to, for a commercial purpose, upload, transmit, replicate anything on this site for any purpose. |
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