AGREEMENT
This Auction Flex/HiBid Agreement is an agreement between:
5 Palms LLC (DBA Auction Flex and HiBid) 47 SW 17th Street, Suite B, Ocala, FL 34471
Phone (352) 414-1947
(“5 Palms”)
and:
Company ID: ______(provided in email from Auction Flex)
Company Name: ______
Address: ______
______
City, State Zip: ______
Country: ______
Phone: ______
The Auction Flex/HiBid Agreement ( “The Agreement”) is governsthe use of the Auction Flex Auction Management Software, AuctionFlex VIN Decoding Service, Auction Flex Cloud Services, and the HiBid Internet Auction Services (collectively “The Services”).
- Services
The Agreement allows you to install and use The Services on a predefined number of computers under your direct control. Your right to The Servicesis non-sub-licensable, non-exclusive, non-transferable, and you may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, distribute for profitthe software or any portion thereof oruse the License in a manner inconsistent with applicable law. You may not remove or modify any copyright or version information contained within EXEs, DLLs, APPs, nor OCX/ActiveXs.Your rights under The Services will automatically terminate without notice if you fail to comply with any term(s) of The Agreement, as amended from time to time by 5 Palms. Additionally 5 Palms my terminate The Agreement at any time for any reason without any liability to you.
- Disclaimer
The Services are provided “as is” and “as available” basis.5 Palms expressly disclaims all warranties, representations and conditions, expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, satisfactory quality and non-infringement. 5 Palmsdoes not warrant that the functions contained inThe Services will meet your requirements or expectations and 5 Palms does not warrant the operation of The Services will be uninterrupted, timely, secure, error-free, free of viruses or other harmful components. 5 Palmsdoes not warrant or make any representations regarding the use, correctness, accuracy, quality, reliability of the use of The Services, their results or related documents, information, material or other data. The entire risk as to the quality and performance of the Services is with you and you assume the entire cost of all necessary servicing, repair, and/or corrections. Any advice or information, whether oral or written, obtained by you from 5 Palms through or from The Services shall not create any warranty, representation or condition which is not already expressly stated in The Agreement.
Any documents, information, material, or other data downloaded or otherwise obtained through the use of the Services is done at your own discretion and your own risk and you will be solely responsible for any damage to your computer system or loss of data that results. Your receipt and/or use of any documents, information, material or other data by from the utilization of the Services is at your sole and absolute risk. Likewise, your provision and/or storage of any documents, information, material or other data from, by, through, or pursuant the Services is at your sole and absolute risk and it is solely your responsibility to backupyour data, images and other files to locations unrelated to the Services.
- Limitation of Liability
Under no circumstances shall 5 Palmsbe liable for any incidental, special, indirect, or consequential damages arising out of, or relating the Services including, but not limited, any loss, cost, expense or damage due to any loss of data, disclosure of credit card information, and/or disclosure of any information contained in The Agreement or provided otherwise by your use of The Services . You agree to defend, indemnify, and hold harmless 5 Palms, its affiliates licensors and their respective officers, directors, employees and agents from and against any third party claims, liability, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of The Services or your breach of The Agreement.
- Choice of Law
The Agreement is governed by the laws of Florida. Venue for any action between the parties concerning The Services shall take place only in the appropriate courts in Marion County, Florida. In no event shall 5 Palm’s total liability to you exceed the amount paid by you for the Services within the twelve (12) months prior to the time the claim arose.
- Intellectual Property
5 Palms is the sole owner of all rights, title and interest in and to The Services, and such rights, title and interest are protected by United States copyright, trademark and other laws. Except for the limited licenses expressly granted to you in The Agreement, 5 Palms reserves for itself and its licensors all other rights, titles and interest. Your use of The Services not not transfer to you any right, title, or interest and unauthorized use of 5 Palm’s property may violate these laws and/or applicable communications regulations and statutes, and is strictly prohibited. You must preserve all copyright, trademark, service mark and other proprietary notices contained in The Services on any authorized copy you make pursuant your rights in The Agreement.
- Account Administrator Designation:
Please designate a single person to be the account administrator. This person will be the only person allowed to make major changes to the account and/or receive sensitive information not limited to, but including, usernames & passwords.
Name: ______
Email: ______
- Usernames and passwords:
Usernames MUST be between 6 and 20 characters long and must be unique.
Passwords MUST be between 8 and 20 characters long and MUST contain at least one UPPER CASE LETTER (A-Z), one lower case letter (a-z), one number (0-9), and one special character (!@#$%^&*). Remember that the only thing protecting your cloud account is the strength of your password(s). This is VERY important.
User 1. UN: ______PW: ______
User 2. UN: ______PW: ______
User 3. UN: ______PW: ______
User 4. UN: ______PW: ______
User 5. UN: ______PW: ______
User 6. UN: ______PW: ______
User 7. UN: ______PW: ______
User 8. UN: ______PW: ______
User 9. UN: ______PW: ______
User 10. UN: ______PW: ______
User 11. UN: ______PW: ______
User 12. UN: ______PW: ______
- Automatic Credit Card Billing Authorization:
All requested information is required. Upon approval, we will automatically bill your credit card for the amount indicated and your total charges will appear on your monthly credit card statement.
Credit Card Information:
We accept the following credit cards: Visa, MasterCard, American Express, Discover:
Credit Card Type:
Credit Card Number:
Expires (mm/yyyy):
Cardholder’s name:
Billing Address:
Billing City:
Billing State/Province:
Billing Zip:
Billing Country:
By signing below, I hereby authorize 5 Palms to automatically charge the credit card listed above until The Agreement is terminated or until I provide 5 Palms with one week’s written notice to no longer charge the credit card listed above, whichever is earlier. I acknowledge and agree should I have any questions concerning any credit card charge made to my account, I will make every attempt to resolve the issue directly with 5 Palms. I also acknowledge and agree to indemnify and hold harmless 5 Palms for any loss I incur in relation to disclosing my credit card information herein, and in relation to disclosing any additional credit card information to 5 Palms moving forward, unless such loss is due to 5 Palms’ intentional misconduct or gross negligence.
Signature: ______(signature must match name on credit card used for payment)
Name of Signatory: ______
Title: ______
Date: ______
- Complete Agreement:
The Agreement constitutes the entire agreement between 5 Palms and you with respect to the use of The Services and supersedes all prior or contemporaneous understandings regarding such subject matter. The Agreement does not extend to any other person or entity. 5 Palms reserves the rights to make changes to The Agreement,without your prior consent and without providing notice to you, by updating the version of The Agreement on 5 Palm’s AuctionFlex and HiBid websites (“The Websites”). The changes to The Agreement will be effective immediately upon publication on The Websites and you acknowledge and agree it is your responsibility to monitor the Websites for such changes. You may not assign or transfer its right without 5 Palm’s prior written consent.
Signature
By signing, you acknowledge and agree you have read and understand The Agreement in its entirety and that you agree to be bound by its terms and conditions.
Signature: ______(signature must match name on credit card used for payment)
Name of Signatory: ______
Title: ______
Date: ______
Initial Here: ______