These Terms and Conditions ("Terms") govern access to and use of the applications, websites, content, products, auction services, and marketplace services (collectively, the "Services") made available to each user of the same ("User") by Asset Resource Solutions, LLC, d/b/a Asset Re-Source, and its parents, subsidiaries, representatives, affiliates, members, managers, and officers (collectively, "Company").

By accessing or using the Services, User agrees to be bound by these Terms. Access to and use of the Services is expressly conditioned on User agreeing to be bound by these Terms. Company may immediately terminate these Terms or any Services with respect to User, or generally cease offering or deny access to the Services or any portion thereof, at any time and for any reason, unless otherwise agreed in writing with User.

Supplemental terms may apply to certain Services, including the terms stated on an individual listing page for an item of Equipment ("Listing Terms"), Company's listing agreements with sellers, and policies for a particular event, program, activity, or promotion. Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable Services. In the event of a conflict, the order of precedence is: (a) the Listing Terms for the applicable item; (b) any signed agreement between Company and User (including any listing agreement); and (c) these Terms; provided, it is the intent of Company and User that all such terms be construed to render each maximally consistent and enforceable.

Company may amend these Terms from time to time without prior notice. Amendments will be effective upon Company's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Services. User's continued access or use of the Services after such posting constitutes consent to be bound by the Terms, as amended.

The Services comprise an online consignment marketplace through which sellers ("Sellers") list, advertise, and offer used heavy equipment, industrial equipment, vehicles, attachments, parts, and related items ("Equipment") for sale to buyers ("Buyers"). Unless expressly identified in a listing as the owner of the Equipment, Company does not own the Equipment offered through the Services. Company acts as a marketplace operator and sales intermediary on behalf of Sellers to advertise Equipment, transmit transaction information, facilitate payment, and coordinate the completion of transactions. The contract of sale for Equipment is between the Seller and the Buyer. Except where Company is the owner of the Equipment, Company is not a party to that contract of sale.

In order to use most aspects of the Services, User must register for and maintain an active account ("Account"). User must be a corporate entity or an individual of at least 18 years of age, or the age of legal majority in User's jurisdiction if different, to obtain an Account. The Services are available only for business and professional purposes and are not available for personal, family, or household uses. Account registration may require certain information, such as User's name, company, address, phone number, and email address, as well as at least one valid payment method supported by Company. User agrees to maintain accurate, complete, and up-to-date information in User's Account. User is responsible for all activity that occurs under User's Account and agrees to maintain the security and secrecy of User's Account credentials at all times. Unless otherwise permitted by Company in writing, User may only possess one Account.

Company may condition purchasing privileges on identity verification, a valid credit card on file, a refundable bidding deposit, proof of funds, or such other requirements as Company may establish from time to time. Company may decline, limit, suspend, or revoke purchasing privileges for any User at any time in its sole discretion.

Equipment may be offered through the Services in one or more of the following formats, as identified on the applicable listing. User acknowledges and agrees that submitting an offer or electing to purchase through the Services is the legal equivalent of a firm commitment and an irrevocable offer to purchase the Equipment. Once submitted, an offer may not be retracted, and User is obligated to complete the transaction as follows:

Upon formation of a binding obligation under this Section 4 (a "Binding Obligation"), Buyer and Seller will be notified through the Services or by email. All applicable provisions of these Terms apply to each Binding Obligation.

For each item of Equipment purchased through the Services, Buyer shall pay, in addition to the final bid or purchase price, a buyer's premium equal to ten percent (10%) of the final bid or purchase price, unless a different amount is stated in the Listing Terms (the "Buyer's Premium"). Company collects and retains the Buyer's Premium for its own account.

In addition to the Buyer's Premium, Buyer shall pay a transaction administration fee of one hundred forty-nine dollars ($149.00) for each item of Equipment purchased through the Services (the "Administration Fee"), which fee compensates Company for lien and title searches, ownership verification, documentation, and transaction processing associated with the purchase. The Administration Fee is non-refundable except where a sale is canceled by Company pursuant to these Terms.

Buyer shall remit the full purchase price, the Buyer's Premium, the Administration Fee, all applicable taxes, and any other fees identified in the invoice within five (5) business days after formation of the Binding Obligation, unless a different period is stated in the Listing Terms. Payment must be made by wire transfer or such other method as Company approves in writing. Cash payments are not accepted. Payments from a third-party source are not accepted unless Company, in its sole discretion and in advance, has approved the payment in writing. All amounts due must be received as cleared funds before any Equipment is released for pickup or transport.

All offers and purchase prices are net of taxes. Buyer is liable for all sales, use, excise, and similar taxes imposed with respect to the purchase, or for establishing to Company's satisfaction a valid exemption from such taxes. Buyer must provide any exemption certificate or export documentation requested by Company within ten (10) business days after the purchase date. Buyer shall indemnify Company against any tax, cost, or expense arising from Buyer's failure to provide valid exemption or export documentation.

Each Seller represents to Company and to Buyer that the Seller holds good and marketable title to the Equipment, free and clear of all liens, security interests, and other encumbrances, or that all such encumbrances will be released at or before completion of the sale. Following acceptance of an offer or purchase, Company or its designee may conduct lien, title, and ownership searches on the Equipment and may require the Seller to provide payoff information and lien release documentation. Where an encumbrance exists, Company may pay the applicable lienholder directly out of the sale proceeds and remit only the balance to the Seller.

If for any reason Company is unable to clear title to the Equipment, Company may cancel the sale, and Company's sole liability, if any, shall be the return of any funds paid by Buyer with respect to such Equipment.

ALL EQUIPMENT IS SOLD "AS IS," "WHERE IS," AND "WITH ALL FAULTS." NEITHER COMPANY NOR ANY SELLER MAKES ANY GUARANTEE, REPRESENTATION, OR WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, OF ANY KIND WHATSOEVER WITH RESPECT TO ANY EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER COMPANY NOR ANY SELLER WARRANTS THAT THE EQUIPMENT WILL FUNCTION OR OPERATE WHEN DELIVERED TO BUYER OR THAT IT WILL CONTINUE TO OPERATE FOR ANY PERIOD OF TIME AFTER DELIVERY.

Descriptions, specifications, hour and mileage readings, serial numbers, photographs, videos, and condition information appearing in a listing are supplied by or on behalf of the Seller. Such information is believed to be correct and is conscientiously set forth, but it is provided solely as a guide, and neither the Seller nor Company is responsible for errors or omissions in it. Equipment offered through the Services is used and may contain defects that are not readily apparent.

Equipment is sold and delivered at the Seller's named location, and Buyer is responsible for dismantling, loading, securing, and transporting the Equipment, unless otherwise stated in the Listing Terms. Buyer shall remove the Equipment no later than ten (10) business days after the Item Release, unless a different period is stated in the Listing Terms. Equipment not removed within that period may be subject to storage fees as stated in the Listing Terms or on the Services, and relocation of the Equipment at Buyer's expense.

Verification at removal. Buyer or Buyer's agent (including Buyer's transportation carrier) must verify the identity and condition of the Equipment at the time of removal. Removal of the Equipment from the Seller's location by Buyer or Buyer's agent constitutes Buyer's acceptance of the Equipment and conclusive confirmation that the Equipment conforms to the listing. After removal, all sales are final, and no claim regarding the condition, description, or fitness of the Equipment will be accepted.

Condition disputes. If, upon arrival at the Seller's location, Buyer determines in good faith that the Equipment is materially different from its description in the listing (including a material misstatement of make, model, year, serial number, hours, or a major mechanical condition affirmatively described in the listing), Buyer must not remove the Equipment and must submit a written dispute to Company, with supporting photographs or video, before removal and in no event later than five (5) business days after the Item Release (the "Dispute Period"). Cosmetic wear, conditions consistent with the age and use of the Equipment, conditions visible in listing photographs, and matters not affirmatively described in the listing are not grounds for a dispute.

Upon receipt of a timely dispute, Company will review the claim with Buyer and Seller and may, in its discretion, facilitate one of the following resolutions:

Where a sale is rescinded due to a Seller's misdescription, the refund of the purchase price is funded from sale proceeds held by Company or recovered from the Seller, and the Seller is responsible for the costs of the failed transaction as provided in the Seller's listing agreement. Company's own aggregate liability to Buyer in connection with any dispute under this Section shall not exceed the Buyer's Premium actually received by Company on the affected item. Claims submitted after removal of the Equipment or after expiration of the Dispute Period are waived.

If Buyer fails to make full payment of all amounts due within the period stated in Section 5, Buyer is in default. In the event of a Buyer default, Company may, in addition to all other remedies available at law or in equity:

Strictly subject to compliance with these Terms, Company grants User a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use Company's website and other electronic applications for the sole purpose of accessing and using the Services, and to access and use content, information, and related materials made available through the Services, in each case solely for User's own use. All rights not expressly granted are reserved by Company and its licensors.

User may not:

User is prohibited from violating or attempting to violate the security of Company's website and other electronic applications, including accessing data not intended for User, attempting to probe, scan, or test the vulnerability of a system or network, interfering with service to any user, host, or network, sending unsolicited communications, or forging headers or identifiers. Violations may result in civil or criminal liability, and Company may investigate and cooperate with law enforcement authorities in prosecuting violations.

Company may permit User to submit, upload, publish, or otherwise make available through the Services textual, audio, or visual content and information, including listing information, photographs, commentary, and feedback ("User Content"). User Content remains User's property; however, by providing User Content to Company, User grants Company a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit such User Content in all formats and channels now known or hereafter devised, without further notice to or consent from User and without payment to User or any other person.

Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY EQUIPMENT OR SERVICES OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. USER AGREES THAT THE ENTIRE RISK ARISING OUT OF USER'S USE OF THE SERVICES, AND ANY EQUIPMENT OR SERVICE OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH USER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE EQUIPMENT CONDITION DISCLAIMERS IN SECTION 7 ARE INCORPORATED INTO THIS SECTION.

Limitation of Liability. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES OR ANY EQUIPMENT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF COMPANY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF (I) USER'S USE OF OR RELIANCE ON THE SERVICES OR USER'S INABILITY TO ACCESS OR USE THE SERVICES, OR (II) ANY TRANSACTION OR RELATIONSHIP BETWEEN USER AND ANY THIRD PARTY, INCLUDING ANY SELLER OR BUYER. COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND COMPANY'S REASONABLE CONTROL. IN NO EVENT SHALL COMPANY'S TOTAL AGGREGATE LIABILITY TO USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING FROM OR RELATING TO A TRANSACTION EXCEED THE BUYER'S PREMIUM AND FEES ACTUALLY RECEIVED BY COMPANY FROM THE LISTING GIVING RISE TO THE CLAIM. THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER USER'S RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Indemnity. USER AGREES TO INDEMNIFY AND HOLD COMPANY AND ITS AFFILIATES AND THEIR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR IN CONNECTION WITH:

These Terms are governed by and construed in accordance with the laws of the State of Texas, United States, without giving effect to any conflict of laws provision. Any dispute arising under or relating to these Terms or any transaction conducted through the Services shall be litigated exclusively in the state or federal courts located in Harris County, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts.

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Company may give notice by means of a general notice on the Services, electronic mail to the email address in User's Account, telephone or text message to any phone number provided in connection with User's Account, or by written communication sent by first class mail or pre-paid post to any address connected with User's Account. Such notice shall be deemed given upon the expiration of 48 hours after mailing or posting, or 12 hours after sending if sent by email, text, or telephone. User may give notice to Company, deemed given when received, at any time by first class mail or pre-paid post to Company's registered agent for service of process.

User may not assign these Terms without Company's prior written approval. Company may assign these Terms without User's consent. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between User, Company, and any third party as a result of these Terms or User's use of the Services. If any provision of these Terms is held invalid or unenforceable, such provision shall be stricken and the remaining provisions shall be enforced to the fullest extent under law. Company's decision not to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing.