Handbid Auction in a Box Terms and Conditions

Handbid Auction in a Box Terms and ConditionsThis agreement (“AIB-Agreement”) governs the terms between the customer identified in the associated Handbid Order Form (“Customer”, “You”, “Your”) and Handbid Inc. (“Handbid”), regarding the Auction in a Box service described herein (“Professional Services” , “Add-on Service(s), “Auction in a Box”).  In addition to the terms and conditions set forth on the Order Form, Customer hereby agrees to  the terms set forth in this AIB-Agreement , as well as Handbid’s Auction Service Agreement found at https://www.handbid.com/auction-services-agreement/ (“ASA”) which are incorporated herein by this reference.  In the event of a conflict between the terms of this document and the Order Form, the terms of the Order Form will control.

1. SERVICE DESCRIPTION

1. The Auction in a Box service (“AIB Service”)  is intended to provide a combination of live stream production, bidding and fundraising software, live talent, auctioneering, and virtual event support in a bundled service for 1 (one) virtual event for the Customer (“the Event”). The  AIB Service services are listed in Sections 2-4 below.

2. VIDEO PRODUCTION

1. Overview.  The video production service (“Video Service”) will consist of a team of 1-2 video engineers (“Video Team”) who will configure and operate a live stream (up to 1 hour in length) production for the Event.  
   
2. Scope of Work.  The Video Service consists of the following:

1. Software Configuration. Configuration of video streaming software that will use pre-defined scene templates.  Customer has the option to brand (change colors and images) for these pre-existing templates.   Creating new scenes (layouts) is out of scope of the Video Service and would be estimated and billed separately.   As a part of the configuration, the Video Team will configure each scene in the software and work with the Customer to identify each scene change within the Customer supplied program script.  The Video Team will also preload and format (as best as possible) any supplied video or graphics supplied by Customer.  The Video Team has the right to revise or reject any portion of the script that they cannot implement within the scope of the Video Service.  The Video Team and Handbid have sole discretion regarding whether any portion of the script can be implemented.  The Video Team will make best efforts to suggest revisions that are within the scope of the Video Service or may provide an estimate for customization of the Video Service to accommodate the Customer’s script. Customer is responsible for paying for any agreed upon customizations.
2. Preparation Meetings.  At Customer’s request, the Video Team will conduct up to  two (2)  meetings with Customer to train and prepare Customer for the video production.  Each meeting will be no more than 1 hour long, and will be conducted by video conference.  Additional meetings or meeting time can be scheduled at an additional cost to Customer.
3. Program Operation. The Video Team will operate the Video Service (as a component of the AIB Service) at an agreed upon scheduled time.   During this time, the Video Team will change scenes and display videos and graphics per the Customer supplied and agreed upon  program script.
4. Video Team Hours.  The Video Team will be online 45 minutes prior to the scheduled time and will remain up to 30 minutes after the scheduled time of the live stream program.
5. Latency.  Customer understands that the Video Team cannot control the latency (delay) of the Video Service while it is streaming to end users.  Handbid and the Video Team are not responsible for the availability or performance of any network or video streaming platform (e.g. YouTube) used by the Video Service.  Handbid and the Video Team will not guarantee any performance level or availability of any portion of the Internet, end user connection or any video streaming platform used.  HANDBID MAKES NO REPRESENTATIONS AND WARRANTIES REGARDING THE QUALITY OF THE VIDEO STREAM.  CUSTOMER ACKNOWLEDGES THAT THE VIDEO SERVICE IS DEPENDENT ON THIRD-PARTY SERVICES, SUCH AS INTERNET PROVIDERS,  VIDEO SERVICE PROVIDERS, AND THE ATTENDEES’ IT INFRASTRUCTURE.  

3. HANDBID SOFTWARE AND SERVICE
   

1. Scope of Work.  The AIB Service includes the following Handbid software and services:
   

1. Handbid Software License.  This service includes a single license of Handbid’s PLUS package (subject to the terms and conditions of the ASA) which allows Customer to operate one (1) auction event with unlimited items, unlimited bidders, ticketing and live streaming service.
   
2. Handbid Head Start.   The Handbid Headstart Service helps to streamline creation and setup of an Auction Event.  With this service,  Handbid will assist in the event creation as well as with item import, image resizing, and image loading.  The terms of the Handbid Headstart service are:
   

1. Auction Creation. Handbid will prompt Customer for necessary information to create the Auction Event.  During Auction creation, Handbid may also  apply “recommended settings” (which the Customer can later change). After Handbid notifies Customer that the Auction Event has been created, Customer can then adjust any settings. Handbid will not automatically open the auction for Customer.
   
2. Item Import. Handbid Staff will import auction items provided by Customer in an approved spreadsheet format with one business day of receipt.  This spreadsheet must be free of errors and contain the required fields for import.  Handbid will reject any spreadsheet missing required information or not being in a format that can be imported.  Customer is encouraged to use the template available within the Handbid software.   Item import spreadsheets MUST be submitted to Handbid 48 hours prior to the Customer’s event.
   
3. Image Import. Customer has the option to include one image URL per item during upload in the spreadsheet. Handbid cannot guarantee that they will upload properly if the image uploader can not read them.  Alternatively, Customer may supply a shared folder or zip file of images for Handbid to resize and upload.  Any images sent in this manner must have their image filenames set to  match the item code. For example, if the item code is “100” the image name should be “100.jpg”.  Only JPG and PNG formats can be accepted in this manner.  The Customer will be responsible for adding any item photos not successfully imported and properly formatting them. Moreover, Handbid can only import one photo per item.  Any additional images must be added directly by Customer.  

1. Handbid Coaching (2 Hours).   Handbid will pair a Customer with a Coach and then allow both parties to arrange times and means of meeting.  Customer’s use of the coach is optional.   IfCustomer opts to engage with a Handbid Coach, the following terms and conditions apply:
   

1. Coach selection. Handbid will assign a coach to Customer upon purchasing the AIB Service. Handbid will make best efforts to match a Coach with a Customer based on geography, expertise, and the Customer’s specific needs. Customer may request a specific Coach and Handbid will make best efforts to meet their request but ultimately the Coach selection is entirely Handbid’s choice.
   
2. Total Time.  The total time for coaching is two (2) hours.  Customer may purchase additional hours from Handbid for an additional cost.
3. Meeting Times and Dates.  Coaches and  Customer must mutually agree on meeting times and dates.  Coaches reserve the right to refuse any meeting time proposed by Customer.
4. Coaching Hours Expiration.  Customer is expected to use all two hours of Coaching prior to the Event.  However, Customer has two weeks after their event to complete their allotted coaching hours unless otherwise mutually agreed upon by the Coach and Customer.
5. No refunds for unused hours.  No refunds will be issued for unused hours with any Coach.
6. Artwork Creation.  Coaches are not responsible for producing original artwork such as logos, banners, web content, or auction item photographs for Customer.
7. Authoring and Editing.  Although the Coach can assist with editing or authoring item or event descriptions or with filling in any templates.  However, all final copywriting and content is the sole responsibility of the Customer.
8. Setting Item Values.  The Coach is not responsible for setting the Fair Market Value or Value-received of any items in the software but may provide input or advice on starting bids, bid increments or other configuration parameters.
9. Auction Setup.  The Coach is not responsible for ensuring that the Customer’s auction is properly configured in Handbid.  They can advise on best practices, but the Customer is responsible for verifying that all data in Handbid is accurate, that all items that should be up for bid are entered and visible and available for bidding or purchase, and that any items on display at an event are also visible in Handbid.
10. Initial Contact with Coach. A Coach will make initial contact with the Customer within one business day of assignment. The coach will provide a link for scheduling coaching sessions that the Customer will be able to use to secure time for each session.
    

2. Handbid Virtual Event Assistant.   The Virtual Assistant will provide support to the Customer, the Auctioneer, and the Video Team during the Event.   The Virtual Event Assistant (“VAE”) may do the following:
   

1. Setup Live Stream in Handbid. The VAE will ensure that the live stream setup by the Video Team is properly configured within Handbid.  The VAE is not responsible for ensuring that the streaming platform is properly configured or that the Internet is performing properly.
   
2. Operate the Live Stream in Handbid.  The VAE can schedule the live stream, turn on the live stream and end the live stream within Handbid.
   
3. Send Broadcast messages to bidders during the event.  The VAE can send broadcast messages to Bidders using Handbid broadcast messaging system.
   
4. Monitor incoming bids and donations.  The VAE can update Customer and the Auctioneer on event totals, bidding activity, or donation activity.
   
5. Configure Handbid TV dashboard.  The VAE can configure Handbid TV dashboards to show live bidding activity or donations.  The VAE can also work with the Video Team to integrate any Handbid TV dashboards or screens into the Video Service during the Event.
   
6. Promote Items.  The VAE can promote items under the live feed at the times specified by Customer in the program script.
   
7. Configure and Operate Handbid.  The VAE can assist Customer with any Handbid software related activities that include an auction health check:  confirm that the auction has credit cards enabled, credit cards required, no items are missing images or descriptions, items are in categories and all items are available for remote bidding.  The VAE can also assist with changing auction configuration, opening auctions, closing auctions, setting timers, or helping with payments.
   
8. Hours of Operation. The VAE will attend one rehearsal for one (1) hour prior to the Event with the Video Team, Auctioneer, and Customer.  At the time and date scheduled for the Event, the VAE will arrive online forty-five (45) minutes prior to the scheduled program start time and will remain up to one hour after the scheduled program end time.

3. Online Auction Bidding.  All bids that will be counted in a virtual auction event MUST be placed through the Handbid software.  Handbid and Auctioneer  are not responsible for receiving bids placed by other means including phone, chat, email, or by voice.    All bidders must be registered within the Handbid software in order to be recognized as a bidder in the auction.
   
   

4. AUCTIONEER SERVICE (OPTIONAL ADD-ON) – $5,000
   

1. Scope of Work.  The AIB Service includes an optional add-on for an Auctioneer and event emcee (“Auctioneer”, “Auctioneer Service”). The Auctioneer Service consists of the following:
   

1. Pre-Event Consultation.  The Auctioneer will meet with Customer for up to two (2) one-hour meetings to consult on the Event and prepare for the live streaming program.
   
2. Pre-Event Rehearsals.  The Auctioneer will attend up to two (2) one-hour rehearsals with Customer, the Video Team and the Handbid Virtual Event Assistant (VAE).
   
3. Program emcee.  The Auctioneer can act as a host during the live portion of the Event (if the Customer requests).
   
4. Live Auctioneer.  The Auctioneer can conduct a live auction where they will comment and direct bidding on a specified set of items.
   
5. Appeal for Donations.  The Auctioneer can also conduct a virtual request for donations (“virtual paddle raise”) where they solicit donations from online donors during the live portion of the Event.
   

1. Seller Terms and Conditions

1. No warranty.  All items auctioned by Auctioneer are sold “as is-where is,” with no warranty of any type expressed or implied.
   
2. Live Auction Bidding.  All bids placed in a live auction with bidders both in a room with the Auctioneer or online must all be acknowledged by the Auctioneer.  The Auctioneer reserves the right to reject any bid from any bidder for any reason.
   
3. Under no circumstances is  Handbid liable or responsible for any inaccurate item, misrepresentation of any information related to the auction or items.  

1. Disputes.  In the event that you have a dispute with one or more bidders, you release the Auctioneer and Handbid (and our 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. If any dispute arises as to any bidding between two or more bidders, or as to an item or lot, etc., the Auctioneer at his/her sole discretion, may immediately put the disputed lot online again for auction, or declare the winner by decision. The actions and decisions of the Auctioneer shall be binding, final and absolute. Should a dispute arise after the auction, Handbid’s record of bidding and the sale will be deemed as final and absolute. In no instance will a dispute be recognized once the item or lot has been delivered or shipped to a winning bidder.
   

5. CUSTOMER RESPONSIBILITIES FOR THE AIB SERVICE
   

1. Customer Responsibilities and Exclusions related to the Video Service.  Customer is responsible for the following:
2. Providing all graphics, images and video files (“Materials”) to the Video Team when requested in a format requested by the that the Video Team. can use.  Video Team has a right to reject and request updated or revised Materials from Customer if the ones provided are of poor quality or in an unusable format.  
3. Customer is responsible for ensuring that any Materials provided to the Video Team or to Handbid do not infringe on any copyright, patent or trademark and that Customer has the right to use the Materials for the purpose of the Video Service.
4. Customer is responsible for providing a written script of the Video program to the Video Team.
5. Customer is responsible for attending all meetings scheduled by Handbid. Customer also understands that the total time of these meetings are limited to two (2) hours.
6. Customer is responsible for connecting to the Internet and for ensuring that all remote sources (users or cameras) have adequate Internet bandwidth to connect to the Video Service.  Under no circumstances is the Video Team or Handbid responsible for the Customer’s Internet connection or any problems associated with the Customer or any other video source connecting remotely to the Video Service.  

5.C. CUSTOMER RESPONSIBILITIES FOR THE HANDBID SERVICE

1. Customer is responsible for providing for each auction items: (a) complete and accurate descriptions, and (b) fair market value .   Customer acknowledges and agrees that Handbid is dependent upon information furnished by Customer, and Handbid will use that information without any independent investigation or verification thereof, and that Handbid shall be entitled to rely upon the accuracy and completeness of such information in performing its obligations.  Handbid, in performing its obligations, will be making recommendations and providing advice, but all decisions as to implementing such advice and recommendations shall be made by and shall be the sole responsibility of the Customer and Handbid shall be entitled to rely on all such decisions of Customer.
2. Handbid Headstart:
3. Auction Setup.  Customer must supply event name, date, description, artwork and bidding restrictions and any other setup information requested by Handbid,  within seventy-two (72)  hours prior to the start date of an Auction Event or a rush fee may apply.
4. Custom Artwork & Copywriting.  Customer is responsible for creation and submission of all  artwork (for logos and banners) and text content, including but not limited to descriptions and templates.   All artwork must be in a format that can be used by Handbid. Handbid is responsible for reformatting or resizing artwork or editing copy
5. Image Import.  Customer must provide a compressed archive or access to a shared folder of all item images. All images MUST be named to match the item code and be in either jpg or png format. For example, the filename for an image must be 100.jpg for item code #100.  Any other variations (e.g. 100-1.jpg  or coffee-basket.jpg or item100.jpg) wil be rejected.  The Customer will be responsible for adding any item photos not successfully imported and properly formatting them.
6. Handbid Coaching
7. Customer is responsible for scheduling time with the Coach and for being on time to scheduled meetings.
8. Customer is responsible for providing the Handbid Coach with all requested information and materials in a timely manner.

4. Virtual Event Assistant
5. Customer is responsible for providing the Virtual Event Assistant (“VAE”) with all broadcast messages to send to bidders and donors and the scheduled time for each message.
6. Customer is responsible for sharing the event program script with the VAE including when and what items to promote through the Handbid platform during a live stream.
7. Customer is responsible for providing the VAE access to any 3rd party services (e.g. YouTube) requires for the VAE to complete their obligations.

3. HANDBID AUCTIONEER SERVICE
4. Customer must provide Auctioneer with all item names, descriptions, images, reserve pricing, target sales price for any items that the Auctioneer will sell or promote.
5. Customer is responsible for making sure all items that are to be promoted by the Auction are setup properly in the Handbid software.
6. Customer is responsible for scheduling the planning sessions and rehearsals directly with the Auctioneer.  Customer is expected to be on time to all meetings and participate.
7. Per the AUP, Customer is responsible for the accuracy and legality of all items sold or prompted by the Auctioneer and for  handling any disputes from customers.

6. SERVICES PERFORMED ON-PREMISE
   

1. Handbid may perform some of its obligations at Customer’s premises, Handbid’s premises or such other premises that Customer and Handbid may deem appropriate. The Statement of Work may describe the location where Handbid will perform its obligations. Customer will permit Handbid to have reasonable access to Customer’s premises, personnel and computer equipment for the purposes of performing its obligations at Customer’s premises.
2. Customer shall provide Handbid with such resources, information, cooperation, and assistance as Handbid may reasonably request in connection with the performance of its obligations.. Without limiting the generality of the foregoing, in the event the services are provided on Customer’s premises, Customer shall provide safe and adequate space, power, network connections, and other resources as reasonably requested by Handbid, whether requested during regular business hours or otherwise. Customer acknowledges and agrees that Handbid’s ability to successfully perform its obligations in a timely manner is contingent upon its receipt from Customer of the information, resources and assistance requested. Handbid shall have no liability for deficiencies in the services, resulting from the acts or omissions of Customer, its agents or employees or performance of the services in accordance with Customer’s instructions.

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