Handbid End User Terms

1. DEFINITIONS

1. “Apps” means mobile apps found on the Apple iTunes App Store and Google Play Store.

2. “Event” means a silent auction, fundraising campaign, or other even which is hosted by a Host Organization through the Handbid Platform.

3. “Event Item” means any product or service which is available for purchase through the Handbid Platform in connection with an Event.

4. “Handbid Platform” means Handbid’s hosted platform, including its associated Apps, through which Host Organizations can configure and manage Events, and through which individuals can bid on Event Items, donate, or purchase Event Items.

5. “Total Purchase Price” means the aggregate amount owed by a winning bidder for an Event Item, consisting of: (a) the winning bid amount; (b) any applicable sales tax, use tax, VAT, or other transactional taxes; (c) shipping costs; and (d) transaction fees or processing fees charged by Handbid or the Host Organization.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

1. Age of Majority. You represent and warrant you are at least over the age of 18, or the age of majority in your jurisdiction, and may otherwise enter into and form binding contracts under applicable law. If you are under 18, you may not register for an account or use the Handbid Platform.

2. Account Creation. To access certain features of the Handbid Platform, you must register for an account. When registering, you agree to provide accurate, current, and complete information. You are responsible for keeping your account information up to date.

3. Password and Pin Security. You are solely responsible for maintaining the confidentiality of your account password and any PIN assigned to you by the Handbid Platform. You may not share your password or PIN with any other person. You are solely responsible for all activity that occurs under your account, whether or not you authorized it. If you believe your account has been compromised, you must notify us immediately at service@handbid.com and change your credentials without delay.

4. One Account Per User. You may not create or use more than one account without Handbid’s express written permission. You may not use another person’s account at any time.

3. HOST ORGANIZATION AND HANDBID ROLES

1. Responsibility for Events and Event Items. Handbid is not a party to any transaction between you and a Host Organization. Handbid does not buy, sell, own, or control any items offered at any Event. Handbid is the operator of a software platform and does not set Event Item values, establish starting bids, or determine Event outcomes except as required to operate the Handbid Platform’s technical functions. The Host Organization is solely responsible for (a) the Event itself, including its setup, management, and operation; (b) the Event Items, including their descriptions, condition, authenticity, and value; (c) fulfillment of any transaction, including delivery or pickup of Event Items; (d) any warranties, representations, or guarantees made about Event Items; (e) compliance with all applicable laws governing their Event, including charitable solicitation laws, sales tax collection, and consumer protection regulations; and (f) the Host Organization’s collection and use of your personal information in connection with the Event. Any questions regarding the tax deductibility of a purchase or donation made through the Handbid Platform should be directed to the Host Organization or your own tax advisor.

2. Charitable Solicitations. The availability of the Handbid Platform does not constitute a solicitation of donations, and Handbid does not engage in any solicitation activities on behalf of any Host Organization or any other person or entity. Handbid is not a professional fundraiser, fundraising counsel, or commercial coventurer under any applicable state or federal law. Host Organizations are solely responsible for their own charitable solicitation activities, including compliance with all applicable registration, disclosure, and reporting requirements.

3. Disputes With Host Organizations. Any dispute arising from a transaction, item description, item condition, fulfillment, or any other aspect of an event is solely between you and the Host Organization. Handbid is not responsible for resolving such disputes and has no obligation to do so. Handbid will not be liable for any damages, losses, or claims arising from your interactions with any Host Organization.

4. BIDDING RULES

1. Bids Are Binding. By placing a bid on any Event Item, you irrevocably agree to pay the Total Purchase Price if you are the winning bidder. Your obligation is created at the moment your bid is registered in the Handbid Platform’s database. Bids cannot be retracted or canceled once placed.

2. Proxy (Max) Bids. You may place a proxy bid, also called a “MaxBid,” or “AutoBid” which instructs the Handbid Platform to automatically bid on your behalf up to your specified maximum amount. A MaxBid guarantees that you will win the item at or below your maximum bid amount, unless the Host Organization or Handbid determines otherwise. Handbid may accept or reject any bid for any reason.

3. Closing Times. Host Organizations set and control auction closing times. Posted closing times are estimates and are not guaranteed. Host Organizations may extend or change closing times without advance notice. Bids placed immediately before a posted closing time are not guaranteed to be registered before the auction closes. Handbid bears no liability for inaccurate posted closing times or for bids that are not registered due to timing. Handbid encourages you to place bids well before the posted closing time to ensure registration.

4. Winner Determination. The Host Organization and Handbid each reserve the right to make final determinations regarding auction winners in the event of disputes, identical bids, technical errors, or other circumstances. In the event of identical bids, the first bid registered in the Handbid Platform’s database takes precedence. Handbid is not responsible for errors in the transmission of bids.

5. Payment and Fulfillment

1. Payment Obligation. Upon being determined the winning bidder, you become immediately liable to pay the Total Purchase Price. You authorize Handbid to charge the credit card or payment method associated with your account up to the Total Purchase Price in order to complete the transaction. If Handbid is unable to collect payment from your payment method, Handbid reserves the right to refer the matter to a collection agency and to deactivate your account.

2. Fulfillment. Delivery or pickup of any item you win is arranged directly between you and the Host Organization. Handbid is not involved in shipping arrangements, does not control delivery timing, and is not responsible for the condition of Items upon delivery, transit damage, loss, or delay. You are responsible for ensuring that any shipped Items are adequately insured.

3. Refunds. Refund policies are set by and at the sole discretion of the Host Organization. Handbid does not process refunds on behalf of Host Organizations and is not responsible for any Host Organization’s refund practices.

6. SMS COMMUNICATIONS

By providing your mobile phone number, you agree to receive recurring automated promotional and personalized marketing text messages (e.g., SMS and MMS) from Handbid, including messages on behalf of Host Organizations, including account login codes, outbid alerts, auction closing notifications, direct messages from auction managers, and messages sent using an automatic telephone dialing system. Consent to receive these messages is not a condition of any purchase. Message and data rates may apply, and message frequency may vary. We reserve the right to alter the frequency of messages sent at any time. You can opt out of receiving further text messages by replying STOP to any message you receive from us. We, our service providers, and the mobile carriers are not liable for delayed or undelivered messages. Message delivery depends on your phone signal, network capacity, and carrier infrastructure, all of which are outside Handbid’s control. Time-sensitive notifications, including outbid alerts, are not guaranteed to be delivered promptly.

7. USER CONDUCT

1. AUP. You agree to comply with Handbid’s Acceptable Use Policy, available at handbid.com/aup, as may be updated from time to time (the “AUP”) at all times.

2. Shill Bidding. Host Organizations are contractually prohibited from engaging in shill bidding or any artificial manipulation of auction prices under their agreement with Handbid. If you believe that shill bidding or bid manipulation has occurred at an event, you may report it to service@handbid.com. Handbid reserves the right to investigate reports at its sole discretion but is not obligated to do so and assumes no liability in connection with any such report or investigation.

8. INTELLECTUAL PROPERTY

1. Handbid IP. All content on the Handbid Platform --- including text, graphics, logos, icons, images, software, and the compilation of all such content --- is owned by Handbid or its licensors and is protected by U.S. and international copyright, trademark, and other intellectual property laws. “Handbid” and all associated logos and marks are registered trademarks of Handbid, Inc. You may not use Handbid’s trademarks without Handbid’s prior written consent. Handbid grants you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Handbid Platform solely for the purpose of participating in Events as a bidder, donor, or attendee.

2. Copyright. Handbid respects the intellectual property rights of third parties. Any claims of copyright infringement relating to the Handbid Platform shall be governed by Handbid’s Copyright Infringement Policy, available at handbid.com/copyright-infringement-policy, as may be updated from time to time (the “Copyright Policy”).

3. Ideas. You may submit comments or ideas about or through the Handbid Platform (“Ideas”), including about how to improve the Handbid Platform or Handbid’s other products and services. By submitting any Idea, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place Handbid under any fiduciary or other obligation, and (b) Handbid is free to use the Idea without any additional compensation to you and to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your Idea submission, Handbid does not waive any rights to use similar or related ideas previously known to Handbid, or developed by its employees, contractors, or agents or obtained from sources other than you.

9. DISCLAIMERS

1. General. THE HANDBID PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Handbid disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Handbid does not warrant that the Handbid Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

2. No Warranty for Events or Event Items. HANDBID IS NOT A PARTY TO TRANSACTIONS BETWEEN YOU AND HOST ORGANIZATIONS. HANDBID SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM, LOSS, OR DAMAGE ARISING FROM OR RELATED TO ANY TRANSACTION, ITEM, EVENT, OR THE CONDUCT OF ANY HOST ORGANIZATION. Handbid makes no representations or warranties of any kind regarding any Event Item. Event Items are offered by Host Organizations, not by Handbid. Any warranties provided with respect to an Event Item are solely those of the Host Organization.

3. No Responsibility for Third Parties. Without limiting the generality of the foregoing, Handbid is not responsible for the acts, omissions, conduct, or data practices of any Host Organization, other user, or any third party connected with the Handbid Platform.

10. INDEMNIFICATION

You agree to indemnify and hold harmless Handbid and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your violation of any applicable law or third-party right.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HANDBID BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THESE TERMS, THE HANDBID PLATFORM, OR ANY EVENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF HANDBID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HANDBID’S TOTAL CUMULATIVE LIABILITY TO YOU IN CONNECTION WITH THE HANDBID PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION 11 WILL NOT LIMIT HANDBID’S LIABILITY FOR GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. You acknowledge that the limitations of liability in this Section 11 reflect a reasonable allocation of risk and are an essential element of the basis of the agreement between you and Handbid. Handbid would not provide the Handbid Platform without these limitations.

12. TERMINATION

You may terminate your account at any time by deleting your account through the Handbid Platform or by contacting service@handbid.com. Termination does not relieve you of any payment obligations incurred prior to termination. Handbid may suspend or terminate your access to the Handbid Platform at any time, with or without notice, for any reason, including if Handbid believes you have violated these Terms or any applicable law. Upon termination, your right to use the Handbid Platform ends immediately. Sections 5 and 9 through 15 shall survive termination of these Terms.

13. GOVERNING LAW AND DISPUTE RESOLUTION

1. Informal Resolution. Before initiating arbitration, you agree to first contact Handbid at legal@handbid.com and provide a written description of your Dispute. Handbid will attempt to resolve the Dispute informally within thirty (30) days. If the Dispute is not resolved within that period, either party may initiate arbitration.

2. ARBITRATION.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT, TO A JURY TRIAL, AND TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING.

a. Agreement to Arbitrate. Except as expressly provided below, you and Handbid agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Handbid Platform (each, a “Dispute”) will be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (available at www.adr.org), as modified by this section. The arbitration will be conducted by a single, neutral arbitrator. Unless otherwise agreed, the arbitration will be conducted in Colorado or, at your election, by telephone, videoconference, or other remote means.

b. Governing Law and Rules. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this agreement is void or voidable.

c. Exceptions. Either party may bring an individual claim in small claims court in Colorado or in the county where you reside if the claim qualifies. Intellectual Property Exception. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction in Colorado to protect its intellectual property rights.

d. Fees and Costs. For claims subject to arbitration, Handbid will pay all AAA filing fees and arbitrator costs that exceed the amount of the filing fee you would have paid to file the claim in the small claims court of your jurisdiction.

e. Opt-Out Right. You may opt out of this arbitration provision by sending written notice to legal@handbid.com within thirty (30) days of first agreeing to these Terms. Your opt-out notice must include your name, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, either party may pursue claims in court as permitted by these Terms. Opting out of arbitration does not affect any other provision of these Terms.

3. Waiver of Jury Trial and Class and Representative Actions. YOU AND HANDBID EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY ARBITRABLE DISPUTE. YOU AND HANDBID EACH AGREE THAT ALL CLAIMS WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND THAT NEITHER PARTY MAY PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.

4. Statute of Limitations. Except where prohibited by applicable laws, any cause of action or claim arising out of or related to these Terms or your use of the Handbid Platform must be commenced within one (1) year after the cause of action accrues.

14. Updates to These Terms

Handbid may update these Terms from time to time. When we do, we will update the “Last Updated” date above. For material changes, we will provide notice through the Handbid Platform or by email. Your continued use of the Handbid Platform after changes become effective constitutes your acceptance of the updated Terms.

15. General Provisions

These Terms are governed by the laws of the State of Colorado, without regard to its conflict of laws principles. Except as provided in Section 13.2, any action or proceeding arising from or relating to these Terms will be brought in the federal or state courts in the State of Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. These Terms constitute the entire agreement between you and Handbid regarding your use of the Handbid Platform and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the subject matter herein. You may not assign or transfer any of your rights or obligations under these Terms without Handbid’s prior written consent. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver by Handbid of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. You consent to receive communications from Handbid electronically, and agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. For questions about these Terms, contact Handbid, Inc. by mail at 9200 E Mineral Ave, #350 Centennial, CO 80112 or by email at service@handbid.com.

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