Terms of Use

Terms of Use

FAIR VALUE AUCTIONS, LLC aka FVA: Terms of Use

Below, you will see the terms and conditions (“Terms of Use”) to which you must agree if you’re going to use any of Fair Value Auctions, LLC (FVA) services. We’ve also tried to provide this information in plain English language – how it might be explained to someone who didn’t have the time to read and digest all the legalese. I hope it helps you make sense of this document, so that you can understand what you’re consenting to.

Effective as of: August 1, 2021

You agree that this agreement complies with the terms of any applicable electronic documents legislation, including the requirement that this agreement is in writing, and is capable of being retrieved, reviewed, printed and stored for further use.

Welcome to the FVA website, an online service designed and offered by FVA and its affiliates (“Fair Value Auctions, LLC”) especially for the citizens and small businesses within Oregon counties and possibly beyond. These Terms of Use are intended to explain our obligations as a service provider and your obligations as a user and subscriber. IT IS IMPORTANT THAT YOU READ ALL THE TERMS AND CONDITIONS CAREFULLY.  As stated above, we will attempt a generalized version, followed by the same categories in legalese.  Here goes:

Please read this stuff or you won’t know the rules under which we will engage with you.

This is important. By using anything from FVA, you’re agreeing to be bound by everything in lawyer-approved sections. If you won’t or can’t agree to these terms, we can’t let you use FVA. The terms may change in the future. If the change is more than nominal, we’ll let you know and give you a chance to change your mind.

  1. Definitions

The following terms shall have the following meaning throughout the Terms of Use.

“Agreement” or “this agreement” refers to these Terms of Use.

“Applicable law” refers to the laws currently in force in the United States of America which shall govern this agreement.

“Hybrid Auction” would incorporate both on-line bidding and a live Auctioneer OR mean closing an on-line auction, to be followed by a live auction.

“Live Auction” refers to an FVA  on-site (or designated alternate site) auction ran by an Auctioneer.  No internet, other than advertising, would be involved.

“On-Line Auction” refers to all bidding activity and bid winner identification taking place on the internet, with no Auctioneer available.  On-line Auctions are intended to be the primary method of operation.

“Site” means this website, all related webpages, and all related websites operated by affiliates or divisions of FVA, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.

“Service” and “Services” refer to the online Auction services and other small business–related services and support offered through FVA from time to time.

“Subscriber” refers to any person who is registered with us and utilizes our Services.

“Support” means auction related support and assistance provided to users by FVA.

“Fair Value Auctions, LLC”, “FVA”, “we”, “us” and “our” shall refer to Fair Value Auctions, LLC and all its affiliates and subsidiaries.

“FVA” means the Site and all mobile applications and other applications which provide access to the Services offered by Fair Value Auctions, LLC and its affiliates from time to time.

“FVA Parties” includes FVA, its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees.

“FVA Pros” means the persons and entities who have voluntarily registered with FVA to be listed on the Site as members of the FVA Affiliate Network in order to offer, for their own account, various technical support services to FVA users.

“FVA Affiliate Network” means the online and live community of FVA Pros or Affiliates listed on the Site from time to time.

“You” and “user” shall refer to any person who visits the Site or uses FVA and includes a subscriber and its employees and agents.

  1. Conditions

We’d love for you to use FVA, but you’re just using it. We still own it.

Electronic Delivery

We’re going to communicate electronically with you.  Take a look in the other section for some examples of what might be included.  When we say communicate electronically, we generally mean email.  It is your responsibility to insure that you can communicate by email.  Texting may be secondary choice by mutual authorization in the future.

You agree that any electronic communication we may deliver to you comply with the terms of applicable electronic documents legislation (i.e. in writing, are capable of being retrieved, reviewed, printed and stored for your use).

How to Withdraw Your Consent

If you decide that we can no longer communicate by email, let us know and we’ll stop.  If that happens, we might not be able to work together anymore.

Collaboration

You can invite a Guest Collaborator to work with you in FVA. If you do, they can see your data and sometimes do things with it. Please only grant Guest Collaborator access if you have permission to do so.

There may be changes, without extensive notice or liability, to add, discontinue or revise any FVA services.  This may include geographic locations, scope of service, time of service or software/hardware required for access.

If the Service we provide is less than your expectations, your recourse is to stop using FVA.

We use software that crunches numbers.  If you put the wrong numbers (bid amounts) in, FVA cannot be responsible for the wrong numbers coming out.  You will be expected to honor your bids as they are submitted.

Other Information You Provide Us

You might give us some information about your listing company, employees or customers while using FVA.  We’ll treat that information the same way we treat yours, as outlined in this policy and our Privacy Policy.  You’re stating you have the necessary consent to do so.

  1. Condition of Usage.

FVA is what it is.  Do not use it for something it is not.

When you register, don’t lie about who you are. By registering, you’re also agreeing to our Privacy Policy. Keep track of your login details, and keep them safe. If you’re creating an account on behalf of a business which you do not own, you must a) have permission, and b) share the login credentials with the owner.

You are responsible for what happens in your name or account.

There are a bunch of rules for handling credit card information known as the Payment Card Industry Data Security Standard (PCI-DSS). To help us follow these rules and to protect you and your customers’ data, we need you to use the apps as they were intended. You agree not to enter your cardholder data in any form where such data isn’t explicitly requested by FVA. We’re not responsible for people doing unexpected things with their data.

  1. Online Access to Financial institutions, FVA Affiliates and Other Services

Sometimes you can use FVA in conjunction with services from other companies.  What you do with those other companies is up to you and them to work out.  That includes fees they may charge you.  This might include such services as wire transfers.

  1. Software Notice.

For installable software, you’ll have to agree to a license agreement before you can use it.

  1. Copyrights, Trademarks and Intellectual Property

You own all your information and decisions you make with that information.  FVA owns everything we or our licensor’s created.  You give us permission to do things like accept bid numbers for you.  You agree not to try to copy or steal anything provided through FVA.

You can take screen shots as long as:

It’s not a beta feature or product;

you’re just trying to illustrate something;

the screenshot doesn’t suggest a relationship that doesn’t exist;

the screenshot doesn’t suggest we said or meant something that we didn’t say or mean;

the screenshot doesn’t contain something that FVA can’t give permission for; and

it doesn’t break any other rules.

Permission to use FVA is not equal to permission to use our trademarks, if any.

  1. Prohibited Use.

You’re not allowed to use FVA to do or help anything illegal or bad.

Don’t use FVA to spread bad stuff.  Do not do anything that gets in the way of other FVA customers.

Do not upload things that do not belong to you.  Do not try to break anything.  Do not try to get into FVA’s secure machines and systems, or anyone else’s accounts.

FVA software belongs to Fair Value Auctions, LLC., and it’s licensors.  Do not try to sell it or anything like that.

Do not pretend to be someone you are not, or break laws.

  1. Limitation of Liability

You agree that the only parts where FVA accepts liability are those places where we explicitly sayIso.

If you live in California, you waive Civil Code 1542.

  1. Termination of Service

If you break the rules, we can close your FVA account(s).  You can also unsubscribe anytime you want with verbal, written or email notification.

  1. Ownership and Disclosure of Information.

We want you to be in control of all your personal information. You own it. We do not. We won’t disclose personally identifiable info except in cases like those below:

To uphold our obligation to law enforcement;

if we’re required by law;

when we talk to our own lawyers; and

If we’re required by law to divulge your info, or in any cases outlined above, we’ll do our best to let you know ASAP and allow you to have your say about it.

  1. Third Party Links, API’s and Content.

If you find a link to something in FVA, or use a service that relies on an API (application programming interfaces such as Google and Yahoo!), including advertising links, we cannot be responsible for what other people or companies are saying or doing.

  1. Authorization to Export Data.

To run our services, sometimes we may need to make a copy of data files.

  1. Force Majeure.

If things outside of FVA’s control interrupt FVA services, neither you nor FVA is liable.

  1. Severance

One bad apple does not spoil the whole basket.  If you find an error in these terms, the rest of the terms are still in effect.

  1. Governing Law and Dispute Resolution.

The laws of Oregon and the United States of America govern this Agreement and anything that comes out of it.

If we get in a dispute, we will resolve it without juries or class action suits.

  1. Legal Status of Fair Value Auctions, LLC (FVA).

Our official name is Fair Value Auctions, LLC, and all of Fair Value Auction’s stuff belongs to that company.  We are an American company.

  1. Language.

We do business in English

  1. Privacy Policy.

We have a Privacy Policy, and that is a part of this agreement that we make with you.  Please read.

  1. Information Received from Third Party Services

If you wish to connect FVA with your bank, you are giving us (and our appropriate partner(s), the authority to complete your transaction with your bank.

  1. Registration Information.

If at any time a password is required, you are the only one who knows your password, so keep it a secret!  If someone gets a hold of your password and does something to your account, that is your fault.

  1. No Waiver

IF from time to time, FVA may waive some of our rights, as defined in these Terms.  This does not mean FVA waives its rights in any other circumstances, and should not be interpreted as an indicator of future behavior.

  1. Terms for Additional Services.

These Terms of Use will apply to any future Additional Services unless otherwise specified with direct links to alternate Terms of Use for that Service.

Some Terms within this Agreement are in anticipation of Additional Services, to be offered in the future.

  1. Employment of FVA Affiliates.

If you hire or contract with an FVA Affiliate outside of their relationship with FVA (i.e. appraisals, delivery services, etc.), you agree that you do so at your own risk, and hereby agree to release and hold FVA harmless from any or Claims arising from your use of the FVA Affiliates in activities which may be related but beyond their auction responsibilities with FVA.

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REPEAT OF TERMS OF USE IN LEGAL LANGUAGE:  For those who have questions regarding the above generalized statements of intention and understanding, the following formal legal verbiage may clarify:

If you use this website, you are agreeing to be bound by these Terms of Use without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES OF OPERATING OUR SERVICE, UNLESS EXPRESSLY SET OUT IN THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. If for any reason you are unable to meet all the conditions set forth in these Terms of Use, or if you breach any of the Terms of Use contained herein, your permission to use FVA or access any of FVA Services (defined below) immediately lapses.

FVA may offer a number of Additional Services to On-Line Auctions (Hybrid Auctions, Live Auctions and Buy Now opportunities) each with their own Terms of Service (“Specific Additional Service Terms”) applicable in addition to these Terms of Use. When you use an Additional Service, you may be subject to the Specific Additional Service Terms. Note that if these Terms of Use are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.

FVA reserves the right to modify or change these Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on the Site. Your use of FVA is subject to the most current Terms of Use posted on the Site at such time. The most current version can be reviewed by clicking “Terms of Use” hyperlink at the bottom of our Site pages.

  1. Definitions are the same in general and legal terms. No translations necessary.
  2. General

FVA grants you a non-exclusive, non-transferable limited license to use FVA and related resources in accordance with these Terms of Use. You agree not to infringe our intellectual property and the intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreements.

You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.

Electronic Delivery

By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Service. Communications include but are not limited to:

agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;

annual disclosures;

transaction receipts or confirmations;

communication in relation to delinquent accounts (which may also be by phone, and may be made by FVA or by anyone on its behalf, including a third party collection agent);

Account statements and history; and federal and state tax statements.

We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature.

By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us as outlined in our Privacy Policy. If you withdraw your consent to receive Communications electronically, FVA may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

Collaboration

You may provide access to certain apps to authorized users (called Guest Collaborators). An authorized user is someone designated by you via the Guest Collaborator functionality available in FVA. Such authorized users may have access to your account information and perform various tasks as instructed by you which include but are not limited to creating consignments or bids on your behalf, categorizing transactions, and any other lawful tasks that you may prescribe. If you administer your FVA account on behalf of a business or corporation, you represent and warrant that you have the right to provide access to your Guest Collaborators.

FVA may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. FVA may also limit the geographic locations or jurisdictions where certain Services may be available.

Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of FVA or the Services whatsoever is to discontinue using FVA and the Services.

You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using FVA or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You authorize us and our service providers and their vendors and subcontractors to monitor your use of the Services. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of FVA and the Services. FVA accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using FVA or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.

Other Information You Provide Us

While using the Services, we may also collect information from you about someone else. If you provide us with personal information about someone else, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect, use, and disclose that information for the purposes described in this policy.

FVA may require you to assist with any requests by the individual to access or update their information, and you agree to do so.

  1. Conditions of Usage.

You agree to use FVA and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.

If you register an account, you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of FVA. Your registration for any of FVA constitutes consent to use any personal information which you provide us in such registration for the purposes set out in our Privacy Policy and for all uses ancillary thereto for which your consent may reasonably be implied. IF you are asked to select a username and password, You are responsible for keeping your user name, password, account details, and all information required in connection with your use of FVA confidential and up to date. If you are not the business owner and are registering an account on behalf of a business, you represent and warrant that you have been authorized and directed by your business’s principals to open the account and that you have shared all user names, passwords and access credentials with other authorized representatives in your business and that you have provided us with the business contact information of at least one other person. If you leave the business and your business’s principal contacts us we may be required to provide access to the FVA account. You agree to hold harmless and release the FVA Parties from any liability if we do so.

Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the FVA Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the FVA Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

FVA has chosen to work with World-XChange because of their commitment to eliminate fraud and protect consumer information.  That said, should the situation call for the collection of credit card information, we are responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by Us on Your behalf. “Cardholder Data” is defined as being the cardholder’s primary account number, and where a full unmasked card number is present, any of the cardholder name and/or service code. FVA’s goal is to protect Cardholder Data, and as such it requires that this data only be used in anticipated ways and stored in appropriate places.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN FVA, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where FVA explicitly requests such data be entered into such fields).

Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. For clarity, it is not permissible to store cardholder data in fields with labels such as ‘memo’ or ‘note’. Similarly, excluding payment forms, you must never enter CVV2 data into any fields in FVA. You assume all responsibility for any cardholder data entered into FVA in violation of this Agreement.

  1. Online Access to Financial Institutions, FVA Affiliates and Other Services.

Certain online services (including access to online banking, online payments, online invoicing, digitization, storage of receipts, certain related services, the FVA Affiliate Network and other online services related to the use of the Site) are provided by financial institutions and other third party service providers and not by us. You agree to hold harmless and release the FVA Parties from any liability relating to your use of such online services, including the FVA Affiliate Network. Your access to and conditions of use of such services may be limited in accordance with the terms of use published by such third party provider. You represent and warrant that you have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.

  1. Software Notice.

In the event that a user is required to download or use software in connection with the Services, he or she shall be unable to download and access such software unless he or she first agrees to the license agreement relating to such software. Use of any such software is governed by these Terms of Use and any such license agreement.

  1. Copyrights, Trademarks and Intellectual Property.

FVA and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using FVA and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within FVA constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using FVA by a user or otherwise provided for accessing FVA on the user’s behalf shall at all material times remain the property of the user. The user hereby grants to FVA a perpetual, royalty free, nonexclusive right and license to use all content provided by the user in connection with the Services for uses related to the delivery of the Services.

Materials on and relating to FVA, including the content of FVA and any software downloaded from FVA, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, FVA, it’s licensors and affiliates reserve all rights in and to such materials. The subscriber will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of FVA or any content therefrom without FVA’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to FVA.

Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a subscriber using the Services. Your use of screenshots is subject to the following:

No screenshot may be used from any beta version of FVA unless it has been commercially released to the public;

the use is for illustrative purposes;

the use may not imply any endorsement or affiliation by or with FVA;

the screenshot does not contain any commentary which may appear to have been attributable to us;

the screenshot does not contain any third party content; and

the use does not infringe on any of these terms of use.

FVA may have rights to several trade-marks which it uses in connection with the operation of FVA. FVA  does not grant the users any right or license to use the FVA trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.

  1. Prohibited Use.

The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.

The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.

No user shall use any means to restrict or prevent another user from accessing or enjoying FVA.

No user shall be permitted to upload material into FVA that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use FVA and the Services in a manner which could block access to, impair, damage or otherwise disable FVA or any of our servers. You may not attempt to gain unauthorized access to FVA or to any other user’s accounts, computer systems or networks through password mining, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.

No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to FVA in a manner that is inconsistent with our intellectual property rights over the software.

No user shall promote any commercial interest, falsify or delete any information on FVA, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize FVA under false pretenses.

  1. Limitation of Liability.

THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE FVA PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A “CLAIM”) WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OFFVA AND ITS SERVICES AND ANY RELATED APPLICATIONS INCLUDING THE PRO NETWORK AND THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO FVA; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF FVA AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.

FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, FVA AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.

EXCEPT IN THE MANNER PROVIDED FOR IN THESE TERMS OF USE, FVA, ITS LICENSEES, AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM, AND EXPRESSLY DO NOT PROVIDE ANY DIRECT OR INDIRECT, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR MERCHANTABILITY OR MERCHANTABLE QUALITY; OR THAT FVA, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY WILL: (I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE; (II) MEET THE USERS’ REQUIREMENTS AND EXPECTATIONS; (III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE, OR; (IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT FVA AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND YOU AGREE TO USE FVA, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO FVA AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF FVA AND SERVICES FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING FVA AND THE SERVICES.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 IN CONNECTION WITH ANY RELEASE PROVIDED BY YOU IN THESE TERMS OF USE, INCLUDING THE FOREGOING, WHICH SECTION STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

  1. Termination of Service.

FVA may terminate this agreement and your use of FVA at any time and for any reason with reasonable notice to you and without notice if you breach any of these terms or we suspect you of fraud or suspect that your Account has been compromised in any way. Subscribers may use FVA on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. You may also terminate this agreement by following the “Close your FVA Account” instructions, provided upon request.

Upon such termination, you must immediately cease using FVA indefinitely. We may at our option immediately block your access to FVA.

  1. Ownership and Disclosure of Information.

You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and Wave. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:

For the purposes of fraud prevention and law enforcement;

To comply with any legal, governmental or regulatory requirement;

To our lawyers in connection with any legal proceedings; and

To comply with a court order.

If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request. FVA’s Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.

  1. Third Party Links, APIs and Content.

You may when using our Site and Services be directed to websites maintained by other third party service providers.

Some of the functionality of the Services and FVA interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Google and Yahoo!. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using FVA and the Services. In addition, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.

You acknowledge that such sites and services are completely independent of FVA and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third party services. You acknowledge that any use of the products and services offered by such third party services providers (e.g. for the purposes of payment processing, direct deposit services, tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of FVA. The availability of such third party services in connection with FVA does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.

  1. Authorization to Export Data.

The subscriber and the user acknowledge that we may retain a copy of his/her/its transactional information gathered through the use of FVA and other information uploaded on the subscriber’s account. We may in certain circumstances export user information outside the State of Oregon. We shall not share personal information with anyone except in the manner provided in our Privacy Policy.

  1. Force Majeure.

Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labor disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.

  1. Severance.

All provisions of these Terms of Use are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these Terms of Use should be determined to be unenforceable the remaining Terms of Use shall survive and remain in full force and effect and continue to be binding and enforceable.

  1. Governing Law and Dispute Resolution.

Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the State of Oregon and the laws of the United States of America applicable therein as applied to agreements entered into and to be performed entirely within Oregon, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Oregon, USA. The parties hereto irrevocably submit to the exclusive jurisdiction and venue of the courts of the State of Oregon, USA.

You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.

  1. Legal Status of Fair Value Auctions, LLC (FVA).

The websites www.fairvalueauctions.com and www.fairvalueauction.com and the names Fair Value Auctions, Fair Value Auction and FVA are the property of Fair Value Auctions. LLC.,  a company incorporated under the laws of the State of Oregon, USA.

  1. Language.

You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only.

  1. Privacy Policy.

FVA’s Privacy Policy is hereby incorporated into this Agreement and applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and your business’ financial information (the “Information”) collected for the purposes of the Services offered through our website. The FVA Privacy Policy is based on applicable legislation as well as 10 fair information principles, and may be updated from time to time.

  1. Information Received from Third Party Services

If you elect to have FVA access information from a third party account by providing the access information to such third party account, our service provider, (“Bank Data Provider”), will access such third party accounts for the purposes of performing the Services. This can include aggregation of bank transaction data as well as account verification. By providing the requisite access information to FVA, you grant us and our Bank Data Providers permission and authority to access the relevant third party accounts, on your behalf or on behalf from the principal account holder, and retrieve the relevant information to make it available as part of the Services and agree to be bound by our Bank Data Provider’s terms of use in addition to these Terms of Use. You are not permitted to provide FVA with any access information for any third party accounts for which you are not the principal account holder unless you have the authority to act on behalf of the principal account holder.

FVA is not obligated to review the information for any purpose, including but not limited to accuracy. It is entirely your responsibility to ensure the accuracy, completeness and timeliness of any information provided to us or any third party service providers in connection with any of the Services.

  1. Registration Information.

You and your users are responsible for maintaining the confidentiality and security of usernames, passwords and other access credentials which allow the use of FVA and access to the Services. You understand and agree that that you are liable for unauthorized use of your account.

  1. No Waiver

No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default.

  1. Terms for Additional Services

In the future, the use of certain Additional Services are subject to and governed by additional terms of service (i.e. the Specific Additional Service Terms). If you use any of the Services, the linked Specific Additional Service Terms apply. In the event such additional or specific terms are inconsistent with these Terms of Use, those Specific Additional Service Terms (if provided) will control. If not linked or referenced as Specific Additional Service Terms, these Terms of Use will apply.

Fair Value Auctions, LLC aka FVA

302 S. Broadway Avenue

Burns, Oregon  97720