DIOR JORDAN AUCTION TERMS OF USE

This agreement is between you the [“User” or “you”] and DIOR JORDAN LLC collectively (“DIOR JORDAN LLC” “We” or “Us”)

If you do not agree with all of the provisions of this agreement, you cannot use the Services. To remove any doubt, in the event of any conflict or discrepancy between these Terms of Use and any other provisions and/or terms and/or otherwise between DIOR JORDAN LLC and you, the provisions and the terms of these Terms of Use will prevail. Please feel free to contact us with any questions regarding the content of this agreement.

By registering as a buyer on any of our websites (collectively, the “Site”) or using our Site and services, you agree that you have read, understand and accept these Buyer & User Terms and Conditions (the “T&Cs”). The T&Cs govern:
(i) bidding on and purchasing surplus and other assets (“Assets”),
(ii) transaction settlement and other related services (“Services”), and
(iii) any disputes arising from our Site or Services. We may amend these T&Cs at any time by posting the changes on our Site. Your continued use of this Site or our Services after our posting of any changes will constitute your acceptance of such changes.

1. ACCEPTANCE OF TERMS AND CONDITIONS.

The Services are intended only for use by the members of the general public who have agreed to these Terms and Conditions (“Permitted Users”, “You”, or “Your”), for purposes only in connection with the Services described herein. These T&C constitute a contract between you and us that governs your access and use of the Services. By accessing, viewing, or using the Services, you agree to these Terms and Conditions as may be modified from time to time and agree to be legally bound by them.

2. ABOUT DIOR JORDAN LLC

DIOR JORDAN LLC., its subsidiaries and affiliates (collectively, “DIOR JORDAN LLC”, “we,” or “us”), is a marketplace that allows users to offer, sell and buy just about anything in a variety of pricing formats and locations.

Except for certain sales in which DIOR JORDAN LLC has purchased for its own account and is reselling Assets as a seller on the Site, or where DIOR JORDAN LLC has expressly agreed in writing to act as an agent on behalf of a seller to sell on a consignment basis, DIOR JORDAN LLC simply provides marketplace services and DIOR JORDAN LLC does not own, sell or transfer title to the Assets. The actual contract for sale is directly between the seller and you

Each specific auction or sale of Assets includes additional terms specific to that auction or sales event that are described in the listing of the Assets (each a “Listing”). Each Listing incorporates by reference these T&Cs. The more stringent or specific additional terms and conditions of a Listing take priority over these T&Cs if a conflict arises between them, except to the extent such additional terms and conditions adversely affect DIOR JORDAN LLC or would result in a breach of these T&Cs.

3. RULES FOR BUYERS AND USERS

When bidding on or buying an Asset, you agree to these rules:

You must register on our Site and provide us an accurate and verifiable mailing and physical address, telephone number, email address and other requested information;
You must be a real person, business or legal entity;
If you are an individual, you must be at least eighteen (18) years of age and able to enter into a legal contract;
If you are registering on behalf of a business or legal entity, you must have authority to enter into a legal contract on behalf of that business or legal entity;
Each bid is irrevocable. If you bid, you agree to pay that bid price for the Asset;
You cannot bid on your own Asset or Listing;
You are responsible for reading the full Listing before making a bid;
You may not copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content from our Site or our Services;
You may not transfer or otherwise provide your username and password to another third party without our consent; provided, however, a username and password for a business entity can be transferred among authorized employees of the same business entity;
You may not engage in bribery, which we define as giving or offering anything of value in exchange for any unfair economic advantage, and not receive from any employee of DIOR JORDAN LLC anything of value in exchange for an unfair economic advantage;
You must comply with all laws and regulations applicable to the purchase of the Assets and their later transport, use, resale or export; and
You are responsible for all bids placed from your account.

4. ACCESS TO OUR SERVICES AND SITE

4.1 Restricted Parties. You represent that you and any business or party for which you are acting as an agent are not listed on the U.S. Department of Commerce Denied Persons , Entity or Unverified Lists , the U.S. Department of State’s Debarred and Nonproliferation Lists , or the Specially Designated Nationals List , any European Union Sanctions List , the United Kingdom HMT List , any United Nations Sanctions List , or similar or successor lists, (collectively, the “Restricted Party Lists”) and that if it is discovered that you were on a Restricted Party List, or are an agent for a party on any Restricted Party Lists, any sale resulting from your bid is void, and you are liable to us for all damages resulting from your misrepresentation.

You represent and warrant you are not in an embargoed country nor are you acting on behalf of the government or any person in an embargoed country. The list of embargoes can be found on the US Treasury Website. This list may change occasionally without advance notice.

4.2 One Registration. A limit of one registration per business or individual will be enforced on our Site. We may deactivate duplicate registrations. Please contact customer service if you have multiple registrations. In such cases, we must approve the use of multiple accounts in writing and in advance. Further, a default by one account will automatically impact the related second account except as waived by us in writing.

4.3 Reservation of Rights. We reserve the right to do any of the following up to the time the Assets are removed:

withdraw any Assets offered for sale;
if Assets have been grouped together for auction as a single unit (a “Lot”), combine (including in bulk), sub-divide, alter or amend any Lot;
regulate bidding on any Online Auction including, but not limited to, refusing to accept any bid or facilitating automatic bids on behalf of buyers;
delay or rescind the sale of any Asset for any reason; We reserve the right to do any of the following at any time:
accept or reject all bids or orders;
limit the bid or order amounts proposed by you, either alone or in the aggregate;
refuse to do business with any party, including existing and former customers, buyers and sellers;
limit, suspend, restrict or terminate our Services, your account, your access to our Site and your activities on our Site with or without cause or notice to you;
limit or cancel quantities purchased per person, per business, per household or per order;
reject any order or bid;
revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed and your payment received.

We may also modify or discontinue part or all of our Services at any time. We may also condition a bid or order on:

you providing us with credit information
you entering into a standalone bid deposit agreement and making a bid deposit.

4.4 Shill Bidding Strictly Prohibited. To protect the integrity of our Site, we strictly prohibit shill bidding. Shill bidding is the act of bidding on your own Assets, either directly or indirectly, in an effort to artificially raise the price at which your Assets will eventually sell. This includes, but is not limited to, knowingly directing or allowing a third party to perform the artificial bidding against other legitimate bidders in the auction or sales event. Shill bidding is not only a violation of our policy, but shill bidding may also violate the laws of some countries, including the U.S. with respect to certain states, and, therefore, may subject anyone who engages in it to criminal prosecution. Notwithstanding the foregoing and where permitted by law, DIOR JORDAN LLC may enter bids on the seller’s behalf, including when we act as the seller, up to (but not including) the reserve price on any Assets in any auction conducted pursuant to these T&Cs.

4.5 Restrictions on use of the Site. As a condition of your use of the Site, you shall not:

upload, post, email, transmit or otherwise make available any content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another\’s privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; or (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
impersonate any person or entity, including, but not limited to, DIOR JORDAN LLC personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
use the Site in any way that violates any local, state, provincial, federal, national or international law or regulation or that is prohibited by these T&Cs;
use the Site in any manner that could damage, disable, overburden, or impair the Site;
use any device, software, routine or other means to interfere or attempt to interfere with the proper working of the Site and the Service;
take any action that imposes an unreasonable or disproportionately large load on the Site or our infrastructure;
interfere with or disrupt any computer networks involved in the provision of the Site or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
interfere with any other party\’s use of the Site;
use the Site in such a way as to gain unauthorized access to the computer systems of others;
sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Site, including, but not limited to, your user account and password; or
use spiders, crawlers, robots or any other similar means to access the Site or substantially download, reproduce or archive any portion of the Site, or otherwise engage in any data-mining activities using the Site or in any commercial use of the information obtained through the Site.

5. SALE FORMATS

5.1 Online Auctions. For Online Auctions on the Site and except as otherwise expressly provided in a Listing, a “Winning Buyer” must meet the Listing requirements, enter the highest bid online and be approved by the seller and DIOR JORDAN LLC prior to removal of the Assets. By placing a bid on Assets, you represent, warrant and undertake that you have the authority and capacity to enter such bid and close the transaction and that any bid that you make constitutes an irrevocable offer to buy the Assets in question for the full amount of the bid. The Winning Buyer will be legally obligated to complete the transaction with the seller unless the transaction is prohibited by these T&Cs or by law.

Each bidder is solely responsible for checking the Site or taking such other actions as are appropriate to learn of changes to a Listing, including changes to the closing date or time. We will not be responsible for notifying any bidder of a change in any Listing. You bear the sole risk of transmitting bids so that such bids are received prior to close of the Online Auction. For Online Auctions, posted closing times and displays of current time on our Site are approximate. In addition, we reserve the right to close early or extend Online Auctions at our discretion.

5.2 No Minimum Auctions Compared to Reserve Auctions. For an Online Auction with “No Minimum,” bidding starts with the bid increment and the Winning Buyer is the highest bidder. Sellers may set a reserve price for an Asset. At our or a seller’s own discretion, the Site may or may not display the reserve price for a Listing. For an Online Auction “With Reserve”, the Winning Buyer is the highest bidder who exceeds the reserve price, who meets the Listing requirements and is approved by the seller and DIOR JORDAN LLC prior to removal of the Assets. If the highest bidder in an Online Auction “With Reserve” is below the reserve price, such bidder’s bid will be presented to the seller who may accept, reject or counter the bid. At an auction’s conclusion, a seller may elect that the reserve price be decreased to the level of the highest auto bid if that bid is below the current reserve price with the effect that the highest auto bid may be accepted.

5.3 Winning an Online Auction, Make and Offer and Sealed Bid. When an Online Auction, Private Treaty or Sealed Bid in which you have participated closes and you are the Winning Buyer, we will notify you of this by e-mail, including the amount of your winning bid. Non-receipt of a Winning Buyer (or any other) email from us will not release you from your obligation to complete the purchase of the Lot.

6. PAYMENTS

If you are a Winning Buyer, you agree to make payment for the total transaction, including the stated Buyer’s Premium, shipping costs, any other amounts specified in the Listing, and all taxes due, if applicable. We may issue invoices in electronic form by email.

6.1 Timing of Payment. Unless otherwise stated in the Listing; in a separate written agreement with us; or in an invoice from us, you must make payment in full within the time set by the marketplace. There will be no extensions of the payment period granted. Interest on overdue amounts will be paid by the buyer at a rate of 18% per annum or at such other maximum rate permitted by law, together with any legal or collection costs incurred by DIOR JORDAN LLC.

6.2 Set-Offs. We reserve the right to set-off any fees or other amounts you owe us for any reason from any of your funds in our possession or that are paid or received from you for one or more purchases of Assets.

6.3 Holds. We reserve the right to restrict access to funds in your account based on certain factors, including, but not limited to, transaction history, performance, riskiness of the Listing category, government inquiry or investigation, our investigation of an alleged breach of these T&Cs or a breach by the seller of its agreement with us, or a dispute.

6.4 Currency of Payment. Payment shall be made in the currency specified on the relevant listing. Any bank charges in respect of conversion or transfer of monies shall be met by the buyer.

6.5 Forms of Payment. Unless otherwise specified in a Listing or on a marketplace on our Site, acceptable forms of payment include PayPal®, VISA®, MasterCard®, American Express®, cashier’s check, money order, wire transfer and company check with a bank letter of guarantee. Cash payments are not permitted.

6.6 Credit Cards. In certain marketplaces on our Site, a valid credit card must be entered during bid or order submission regardless of the form of payment. Unless otherwise specified by a Listing or a marketplace, credit cards and PayPal accounts may be accepted for up to $5,000. We reserve the right to restrict newly registered buyers from using credit cards and we might require a different form of payment. No charges will be made to the credit card until the sales event has been closed and a Winning Buyer has been determined. We reserve the right to charge a $25.00 fee for any rejected credit card transaction.

6.7 No Third-Party Funds. Except with a cashier’s check or money order from a financial institution or as otherwise approved by us in advance in writing, all funds must come from you and we will not accept third party funds of any kind.

6.8 Charge-Backs. If you attempt to rescind a credit card transaction without our express advance written consent (i.e., a “charge-back”), then we may immediately and permanently de-activate your account in our discretion. If you perform a charge-back after receiving the Assets, we may file charges with the appropriate law enforcement agency and reserve the right to pursue all remedies available to us to recover any incurred damages.

6.9 Buyer’s Premium. A buyer’s premium is a fee charged to you that is a percentage of the sale price (“Buyer’s Premium”), we charge an industry standard Buyer’s Premium on each transaction which every buyer is obliged to pay. The Buyer’s Premium is disclosed in the Listing. Usually your Buyer’s Premium is a taxable amount, as it represents the market making Services that you receive from our Site and will be taxed at the appropriate rate depending on the location of the Assets or the location of the DIOR JORDAN LLC contracting entity. DIOR JORDAN LLC, when acting as agent for the seller, may also receive a commission from the seller.

6.10 Liquidated Damages for Failure to Pay. Without limiting the foregoing, Winning Buyers will be held liable for any expenses, legal fees, court costs, and other damages incurred by us or the seller for the collection of fees or amounts not paid on the date they are due. If a Winning Buyer does not pay all amounts due in respect of the Assets within the requisite time, the Winning Buyer forfeits all rights to the Asset. Without limiting other claims, damages or other remedies available to DIOR JORDAN LLC, upon winning an auction or sales event and failing to complete a transaction in the required time, a Winning Buyer agrees to pay liquidated damages in the amount of the greater of: two hundred dollars ($200) or up to 40% of the winning bid or offer price for each unpaid Listing of Assets.

7. CONTENT

When you provide content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights (as defined above) you have in that content in connection with our provision, expansion, and promotion of the Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against DIOR JORDAN LLC, our assignees, our sublicensees, and their assignees in connection with our, those assignees\’, and those sublicensees\’ use of that content in connection with our provision, expansion, and promotion of the Services.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this T&C. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this T&C, does not and will not infringe any Intellectual Property Rights of any third party. DIOR JORDAN LLC takes no responsibility and assumes no liability for any content provided by you or any third party.

We offer product data (including images, descriptions and specifications) that are provided by third parties (including DIOR JORDAN LLC users). You may use that content solely in your DIOR JORDAN LLC listings. DIOR JORDAN LLC may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings).

We try to offer reliable product data, but cannot promise that the content provided through the Services will always be available, accurate, complete, and up-to-date. You agree that DIOR JORDAN LLC is not responsible for examining or warranting the listings or content provided by third parties through the Services, and that you will not attempt to hold us or our data providers liable for inaccuracies. As a seller, you agree to ensure that content directly associated with your listings is accurate.

The name \”DIOR JORDAN LLC\” and other DIOR JORDAN LLC marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of DIOR JORDAN LLC in the U.S. and other countries. They may not be used without the express written prior permission of DIOR JORDAN LLC.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Trademarks and Publicity. You have no rights to display or use DIOR JORDAN LLC’ tradenames, domain names, trademarks or service marks without our express written permission which we may withhold in our discretion.

8.2 DIOR JORDAN LLC’ Ownership of Intellectual Property related to our Services and Site. You acknowledge and agree that our Services, our Site and any software and information used in connection with our Site (“Software”) contain proprietary and confidential information protected by intellectual property and other laws. You further acknowledge and agree that any content on the Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

8.3 Listing Data. You may not: (i) record, store, duplicate, reproduce, re-broadcast or otherwise exploit any data or audio/video content transmitted to you as part of our Services or your use of the Site (collectively, “Listing Data”); (ii) frame or utilize any framing technique to enclose any Listing Date; (iii) decompile, decode, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code or the architectural framework for any software within or associated with the Site; or (iv) access the Site for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by DIOR JORDAN LLC. We own all right, title and interest in, or have a valid sublicense in, all Listing Data.

Notwithstanding these T&Cs or any written agreement entered into with you, DIOR JORDAN LLC may: (1) gather transaction data from sellers, buyers, including you, to improve its marketplaces and its Services; and (2) compile, collect, copy, modify, publish, display, distribute and use aggregate transactional and performance data related, generated from or based on the sale and purchase of Assets on the Site for DIOR JORDAN LLC’ analytical and other business purposes; provided, however with either (1) or (2) that we will not identify you as the source of such information to any third party. In the event of a sale of a marketplace or its assets to a third-party purchaser, we may transfer Listing Data and information related to your account if you have purchased Assets on that marketplace. Listing Data includes all such transaction and aggregate transactional data.

8.4 Ownership of Intellectual Property in Assets. You acknowledge that any software or intellectual property rights attaching to an Asset may not be the property of the seller or capable of transfer by the seller unless expressly stated in a Listing. Neither the seller nor DIOR JORDAN LLC is in any way authorizing the use by you of such software or intellectual property rights and any use of such software or exploitation of such intellectual property rights shall be at your sole risk.

9. DISCLAIMER OF WARRANTIES

9.1 Our Services. We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services or our Site. Bid or order update and other notification functionality in our applications may not occur in real time. Such functionality is subject to delays beyond our control. You agree that you are making use of our Services at your own risk, and that OUR SERVICES are being provided to you on an “AS IS” and “AS AVAILABLE” basis. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT

9.2 Assets. Unless expressly stated otherwise in writing in a Listing, if you purchase Assets or place bids on or submit AN OFFER ON OR order Assets, you agree to accept such Assets AS IS, WHERE IS AND WITH ALL FAULTS. UNLESS EXPRESSLY STATED IN WRITING IN THE LISTING, WE AND OUR SELLERS DISCLAIM TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE ASSETS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE ASSETS ARE FREE FROM LATENT DEFECTS.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, NATURE, CONDITION, GENUINENESS, AUTHENTICITY OR COMPOSITION OF THE ASSETS OR REGARDING THE COMPLIANCE OF THE ASSETS WITH THE REQUIREMENTS OF ANY SPECIFICATIONS, LAWS OR REGULATIONS. YOU AGREE TO REPAIR, AT YOUR COST, ANY LOT PURCHASED TO A SAFE OPERATING CONDITION AND, WITHOUT LIMITATION, TO A CONDITION WHICH MEETS ANY STANDARD OR REQUIREMENT OF ANY APPLICABLE AUTHORITY, LAW OR REGULATION INCLUDING THOSE CONCERNING ANY USE TO WHICH THE LOT MAY BE PUT.

YOU ARE SOLELY RESPONSIBLE FOR THE ASSETS’ ABILITY TO ACHIEVE THE RESULTS YOU INTEND.
WE DISCLAIM ANY WARRANTY OR OTHER OBLIGATION ON ACCOUNT OF ANY CLAIM OF INFRINGEMENT OR MISSAPPROROIATION OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE ASSETS.

UNLESS OTHERWISE STATED IN A LISTING, PHOTOGRAPHS, VIDEO, AND WRITTEN DESCRIPTIONS ARE NOT INTENDED AS REPRESENTATIONS, BUT ARE PROVIDED SOLELY TO AID YOU IN DETERMINING WHICH LISTINGS YOU WISH TO PHYSICALLY INSPECT.

10. LIMITATION ON LIABILITY

To the extent permitted by applicable law, we (including our officers, directors, employees and agents) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, damage to goodwill or reputation, lost profits, attorneys’ fees, intangible losses or any special, indirect, incidental, punitive or consequential damages) resulting directly or indirectly from:

Your use of or your inability to use our Services or Site;
Pricing, shipping or other guidance provided by us;
Delays or disruptions in our Services or Site;
Viruses or other malicious software obtained by accessing, or linking to, our Services or Site;
Glitches, bugs, errors, or inaccuracies of any kind in our Services or Site;
Damage to your hardware device or other computer systems or software from using any of our Services or Site;
A suspension or other action taken regarding your account;
Your need to modify practices, content, or behaviour or your loss of or inability to do business, because of changes to these T&Cs, our Services or Site;
Your inability to import or export Assets, or fines or costs incurred related to the import or export of Assets.
Any act or omission of a third-party, including without limitation third-party sellers and their agents; or
Any dispute between you and a third-party seller, including claims relating to Assets sold by such third-party seller on our Site.

You release DIOR JORDAN LLC, (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) from claims, demands and damages (actual damages, damage to goodwill or reputation, lost profits, attorneys’ fees, intangible losses or any special, indirect, incidental or consequential damages) of every kind and nature, known and unknown, arising out of or connected with the above. Further, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. If you are a California resident, this means you expressly acknowledge and agree to waive both known and unknown claims under the California Civil Code Section 1542, which provides that : “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.”

Regardless of the previous paragraphs, if we are found to be liable for any reason, our liability to you or to any third party is limited as follows:

If we are the owner and the seller of the Assets, our liability is limited to the (a) purchase price of the Asset (including any applicable sales tax), and (b) any Buyer’s Premium charged on the transaction.
If a third party is the seller of the Assets, our liability is limited to our Buyer’s Premium charged to you.

Nothing in these T&Cs shall limit or exclude liability for death or personal injury resulting from the gross negligence or wilful misconduct of seller or DIOR JORDAN LLC or their respective employees or agents or any other statutory or other liability which cannot be limited or excluded under applicable law.

11.DEFENSE AND INDEMNITY

You will defend, indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third-party due to or arising out of your breach of these T&Cs, your improper use of our Services or our Site, your subsequent sale, use or handling of the Assets, or your breach of any law or the rights of any third party.

12. DISPUTES AMONG BUYERS, USERS AND SELLERS

12.1 DIOR JORDAN LLC Arbitrates Disputes Among Users. As a general rule, an accepted bid or order is final. We will not adjust winning bids or orders after an auction or sales event is closed unless we determine in our discretion that the integrity of an auction or sales event was materially compromised. Detailed procedures for submitting disputes and claims for each marketplace can be obtained from customer service and you agree to submit yourself to these processes if a dispute occurs relating to the Assets or any other disputes between a seller and you, and to abide by our decision due to these dispute processes. The dispute resolution process is provided to sellers and buyers as a service, while the contract of sale remains between the seller and buyer. Sellers reserve the right to resell any lots that are subject to a dispute.

12.2 Claims for Incorrect or Inaccurate Description When Inspection Is Expressly Prohibited. If a Listing expressly provides that prior inspection of the Assets is prohibited, you must make a claim for any incorrect or inaccurate Listing description of the Assets prior to the removal of the Assets, regardless of whether you or a third-party carrier picks up the Assets or arranges transportation. In all other circumstances you are not able to make any claim against DIOR JORDAN LLC or the seller in respect of incorrect or inaccurate Listing description of the Assets. You, your carriers, shipping companies or agents are responsible for unit count of the Assets and verification of Assets purchased at the time of removal. If the Assets are not acceptable for any reason, do not remove them. Once the Assets are removed, you waive any rights to make a claim.

13. RELEASE

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

14. INDEMNITY

You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this T&C, your improper use of DIOR JORDAN LLC\’s Services or your breach of any law or the rights of a third party.

15. ARBITRATION; APPLICABLE LAW.

IMPORTANT: PLEASE REVIEW THE “DISPUTE RESOLUTION” SECTION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE ALL DISPUTES WITH DIOR JORDAN LLC THROUGH BINDING INDIVIDUAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND DIOR JORDAN LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING AGAINST DIOR JORDAN LLC. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

16. LAW AND JURISDICTION

This Agreement, any non-contractual obligations arising out of or in connection with this Agreement and the relationship between the parties, shall be governed by and interpreted in accordance with the laws of Chicago. Each party irrevocably submits to the exclusive jurisdiction of the courts of Chicago over any claim or matter arising under or in connection with this Agreement.