dba E-Surplus and dba Slapsale.com (“Slapsale,” “we” or “us”) and the end user
(“you” or the “User”). In the event
that you are using our Websites, services or tools on behalf of your employer or
behalf of both yourself and that employer or third party.
ACCEPTANCE OF TERMS
the following URL: http://www.slapsale.com/terms.aspx) by doing any of the
following: registering for a Slapsale account; accessing or using
www.slapsale.com, bidding on any auction item, or actively participating on the
slapsale.com or Shattuck.com websites (each a “Website”).
http://www.slapsale.com/policies.aspx#PrivacyPolicy) will apply whenever you use
a Website or any service offered on a Website, or when you use the tools that
are made available to interact with a Website or its related services.
We grant you a nonexclusive, limited, revocable license to access and make
personal use of the Websites. We further grant you a limited, nonexclusive and
revocable right to create a hyperlink to the home page of a Website so long as
the link does not portray the Website, us, any seller or other party using a
Website, or our or their respective affiliates or products or services in a
false, misleading, derogatory, or otherwise offensive matter.
USING A WEBSITE
While using a Website or any associated services or tools, you will not, and the
license granted above does not give you any rights to:
violate any laws, third party rights or our policies;
use our Websites, services or tools if you are not able to form legally binding
contracts or are temporarily or indefinitely suspended from using our Websites,
services or tools;
fail to pay for items on which you placed a winning bid, unless the seller has
materially changed the item’s description after you bid, a clear typographical
error is made, or you cannot reach the seller;
manipulate the price of any item or listing or interfere with any listing;
circumvent or manipulate our fee structure, the billing process, or fees owed to
post false, inaccurate, misleading, defamatory or libelous content;
transfer your user account to a third party without our consent;
distribute viruses or any other technologies that might harm the Websites or
their associated services or tools, or any other user;
use any robot, spider, scraper or other automated means to access the Websites
for any purpose without our express written permission;
copy, modify, or distribute rights or contents from the Websites or their
associated services or tools, or any of our intellectual property; or
harvest or otherwise collect information about users, including email addresses,
without their consent.
ABUSES OF A WEBSITE
Without limiting any other remedy, we may, in our sole discretion, limit,
suspend or terminate any user’s account or access to a Website, prohibit access
to a Website, exclude a user from an auction, block registration, delay or
remove any content, and take technical and legal steps to keep users from using
a Website or its associated services or tools, if we believe that a user is
creating problems or potential legal liabilities, infringing the intellectual
property rights of third parties, or acting or threatening to act inconsistently
Website. We also reserve the right
to cancel unconfirmed or inactive accounts, to exclude bids or offers, or to
modify or discontinue a Website or any associated services or tools at any time
and/or from time to time.
All logos or text displayed on the Websites containing the name or URL of the
Website or any variation thereof are all trademarks or service marks of us or
our licensors. All rights are reserved. These and other graphics, logos, service
marks, trademarks and trade dress of us and our licensors used on the Websites
may not be used without our or our licensors’ prior written consent, as the case
may be. Without limiting the foregoing, none of the Websites’ trademark or trade
dress may be used in connection with any product or service that is not ours, in
any manner that is likely to cause confusion among users, or in any manner that
disparages or discredits us, the Websites, or our licensors. All use of and rights in trademarks
of any third parties that appear on the Websites inure to the benefit of such
Registration of each buyer is a prerequisite for submitting bids on
Slapsale.com. By registering, you
represent and warrant that all information provided in registration is true,
accurate and complete. You further
agree to inform us immediately inform of any changes to your registration
All information that we collect regarding a buyer is collected and used in
We strongly recommend that you review the terms of the policy, available here:
You must be at least 18 years of age to register as a user on a Website.
You are prohibited from signing up using
any person’s name other than your own in your registration. To register as a buyer on the site,
you must provide your name, phone number, email address, credit card payment
information, and, if applicable, the name and address of the business on behalf
of which you are acting.
Slapsale.com reserves the right to reject any registration at its sole
discretion for any reason or for no reason.
By registering, the user represents and warrants that it is authorized to
act on behalf of the stated business and that all identifying and contact
details are true and accurate.
Please make sure your mail reading program doesn't have filters enabled which
would block email from our server. You
will not be able to access the site without the information contained in your
Users are assigned an account name and password upon successful registration.
Users are responsible for all actions taken under their account name and
password and shall only use the Website using their own account name and
password. Users must keep their password
safe, must not disclose their password to any other person, and must not permit
any other person to utilize their account details.
Users shall be obligated to complete all
transactions that occur using that User’s account name and password, whether
such transactions are authorized by that User or not.
AUCTION BIDS AND TRANSFER OF TITLE
All bids are legal and binding. Each
auction constitutes an offer by the seller of that item for the purchase of that
item. By bidding on an item, you are
making a commitment to buy the item from the seller listing the item in the
event you place the winning bid. If
your bid is the winning bid or otherwise is accepted by the seller, you thereby
enter into a legally binding contract with the seller and are obligated to
purchase the item for the stated amount.
Once auction closes, all winning bidders are required to pay the
associated invoice in accordance with the terms of the auction.
If THE invoice is not paid IN ACCORDANCE WITH ITS terms, WE reserve the right to
charge YOUR credit card on file in full for invoiced amount. If you are not
prepared to purchase AN item, YOU MUST refrain from bidding. As part of this
bidder's contract, you agree to not issue any charge backs for purchases made on
the Slapsale site. All inquiries or disputes with purchases must be made to
Slapsale directly, with resolution of inquiry made at our sole discretion.
We do not transfer legal ownership of items from the seller to the buyer. Unless otherwise agreed by the seller
and the buyer, applicable Texas law, including without limitation Texas Business
and Commerce Code § 2.401, and Uniform Commercial Code § 2-401 apply to the
transfer of ownership between the seller and the buyer.
If you submit a bid in error, you must contact us immediately by phone with a
request that the bid be rescinded.
We will try to make reasonable accommodations to assist but cannot guarantee
that any particular bid can be rescinded.
OUR ROLE; AUCTION DISPUTES
We are not directly involved in the actual transaction between buyers and
sellers. We have no control over and
do not review or guarantee the existence, quality, safety, or legality of items
advertised, the truth or accuracy of auction listings, the ability of sellers to
sell items, ownership and title of items offered for sale, or that a seller
actually will complete a transaction.
We are not and do not become involved in disputes between buyers and sellers. If you have any concerns about an
auction item you have purchased, you agree to raise those concerns and make any
claims with respect to such item only with the seller. If you become involved in a dispute
with a seller or with another buyer, 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
BY PROVIDING 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
You agree that you are making use of our Websites, services and tools at your
own risk, and that they are being made available to you on an “AS IS” and “AS
AVAILABLE” basis. Accordingly, to
the extent permitted by applicable law, we expressly disclaim all express or
implied warranties, terms and conditions including without limitation implied
warranties of merchantability, fitness for a particular purposes and
All auction merchandise is sold "AS IS” and “WHERE IS" with all faults.
All sales are FINAL.
We expressly disclaim all express or
implied warranties with respect to such merchandise, including without
limitation implied warranties of merchantability, fitness for a particular
purposes and non-infringement. A
failure or inability to inspect property does not relieve a bidder of
responsibility for payment and removal in accordance with an auction’s stated
Most items offered for sale are used and may contain defects that are not
immediately detectable. Although sellers
represent to us that the information and descriptions contained in the auction
descriptions are believed to be true and correct, we generally do not review
such descriptions, and we assume no responsibility for and make no warranties
regarding those descriptions. It is your
responsibility and obligation to verify information and descriptions of property
prior to placing a bid.
Any "distressed medical device" or “chemical laboratory apparatus” for auction
in the State of Texas will be sold as mandated by Texas law, and you acknowledge
and agree that additional terms and conditions may apply to your purchases of
such items. Further, to the extent
that purchases and sales of any other types of items are subject to additional
terms and conditions required under Texas law, you agree to comply with all such
conditions. We make no
representation or warranty regarding the applicability of state laws to
transfers of real estate or certificated vehicles or equipment, compliance of
which is the sole responsibility of the buyer and the seller. We do not review auction listings to
determine whether such additional terms and conditions may apply; it is your
responsibility to determine whether or not you are eligible to purchase or own
such items, and what additional terms or conditions may apply to your purchase.
All equipment must be removed from the auction by hour and date stated on the
invoice for each auction. All removal is
at the complete risk and expense of the bidder. Neither we nor the seller
provides personnel for loading. Merchandise becomes the full responsibility of
the bidder once he is declared the winner of the auction. Buyer must removal all items in their lot or risk suspension from site. Buyer assumes all
responsibility for loss and damage of purchased merchandise. Neither we nor the
seller shall be responsible for buyer's merchandise. Please note that removal
deadlines are strictly enforced! Merchandise not removed by the stated date
and hour will revert to seller's possession, with all rights and title to the
equipment forfeited. Failure to remove merchandise does not relieve buyer of
responsibility of PAYING FOR THE MERCHANDISE, and refunds will not be given.
It is the buyer's responsibility to secure all safety equipment to meet
applicable government safety standards in using or removing items purchased.
Certain pieces of equipment may contain residual chemicals. You hereby indemnify
and hold harmless both us and the sellers from any and all damages, claims, or
liabilities from any injuries to persons or property caused during the sale,
your removal, or your or any other person’s use or operation of the purchased
You agree to indemnify and hold us, our parent companies, subsidiaries and
affiliates and ours and their respective officers, directors, agents, partners
and employees harmless from and against any and all losses, demands, claims,
damages, costs and expenses (including consequential losses or loss of profit,
legal costs and expenses) and liabilities suffered or incurred directly or
indirectly by slapsale.com arising from or related to:
your use of a Website or any related tools or services; or
your breach, non-performance or non-observance of the covenants, obligations,
warranties, representations and undertakings on your part contained in these
related tools or services.
You agree that any and all claims, disputes, and causes of action arising out of
“Dispute”) shall be resolved as set forth in this section.
Before initiating any formal dispute
resolution proceedings, you agree to negotiate with Shattuck, LLC (“Shattuck”)
regarding any Disputes in good faith on an individual basis, and not as a
plaintiff or class member in any purported class or representative proceeding.
If Shattuck and you do not reach an agreement regarding a Dispute within 30 days
following Shattuck’s receipt of written notice from you identifying the Dispute,
you agree to submit such Dispute to binding arbitration, on an individual basis,
under the rules of the American Arbitration Association. The proceedings shall
be governed by the Federal Arbitration Act, and the award may be enforced in any
court of competent jurisdiction. All administrative costs of any arbitration
shall be split evenly between the parties. Each party shall be responsible for
paying its own attorney fees, expert fees, and litigation expenses and not those
of the adversary. To the maximum extent permitted by law, the parties agree that
the arbitration award shall not include consequential or punitive damages but
shall only award the aggrieved party the actual damages sustained.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION OUR
NEGLIGENCE, WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OR INABILITY TO
USE A WEBSITE OR ANY ASSOCIATED SERVICES OR TOOOLS, INCLUDING WITHOUT LIMITATION
USE OF OR RELIANCE ON INFORMATION AVAILABLE ON A WEBSITE, INTERRUPTIONS, ERRORS,
DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR
TRANSMISSION, NONDELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY
OTHER FAILURE OF PERFORMANCE.
document governing your use of the Websites or any associated services or tools,
the maximum amount of our liability to you or any third party shall be limited
to the greater of (a) $100 or (b) the amount of fees actually paid to us with
respect to the auction transaction(s) in question in the twelve (12) months
prior to the action or omission giving rise to our liability.
Entire Agreement; Amendments
entire understanding and agreement between you and us with respect to the
subject matter hereof.
on www.slapsale.com and on www.shattuck.com.
Our right to amend includes the right to modify, add or remove terms in
of Use by providing notice and requiring you to click “I agree” to the amended
shall be applicable to you once you click “I agree.” Otherwise, we will use commercially
of each Website and will send you a notice of such amendments to the email
address that we have on file for you.
be amended except in a non-electronic writing hand-signed by us.
Governing Law and Venue
the laws of the United States of America and the State of Texas. Without in any
way limiting the "Dispute Resolution" requirements set forth above, any court
proceeding related to this website or these Terms & Conditions may be brought
only in a federal or state court sitting in Austin, TX. You agree to accept the
jurisdiction of such courts.
Our failure to act with respect to a breach by you or others does not waive our
right to act with respect to subsequent or similar breaches. We do not guarantee that we will, and
we have no obligation to, take action against all breaches of these Terms of
Severability and Survival
invalid or unenforceable, the remaining provisions shall continue in full force
Auction Disputes, Warranties, Removal Requirements, Indemnity, Dispute
Resolution, Limitation of Liability, and General.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3,
you may report complaints to the Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer Affairs by contacting
them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800)
COPYRIGHT INFRINGEMENT AND THE DMCA
It is our policy to expeditiously respond to clear notices of alleged copyright
infringement that comply with the United States Digital Millennium Copyright Act
(the “DMCA”). We expect all users to
comply with applicable copyright laws.
If, however, we receive proper notification of claimed copyright
infringement, our response to such notices will include removing or disabling
access to material claimed to be the subject of infringing activity, regardless
of whether we may be liable for such infringement under United States law or the
laws of another jurisdiction.
If you have a good faith belief that your work has been copied in a way that
constitutes copyright infringement, or that your intellectual property rights
have been otherwise violated, you can submit a written notice to us at 54 Chicon
Street; Austin, TX 78702 (NOTE: YOU
MUST SEND THIS NOTICE BY FAX OR BY MAIL; YOU MAY NOT SEND THIS NOTICE BY
ELECTRONIC MAIL), which notice must contain the following information:
a physical or electronic signature of the person authorized to act on behalf of
the owner of the copyright or other intellectual property interest that is
identification or description of the copyrighted work or other intellectual
property that you claim has been infringed. If you are asserting infringement of
an intellectual property right other than copyright, please specify the
intellectual property right at issue (for example, trademark or patent);
identification or description of where the material that you claim is infringing
is located on the relevant Website, with enough detail that we may find it on
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of the
material complained of is not authorized by the copyright or intellectual
property owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the information in your
notice is accurate and that you are the copyright or intellectual property owner
or authorized to act on the copyright or intellectual property owner's behalf.
In accordance with Section 512(i)(1)(a) of the DMCA, we will, in appropriate
circumstances, disable and/or terminate the accounts of users who are repeat