Bidding and Buying Agreement

Effective Date: March 22, 2024

ALMM Ventures, LLC (“ALIVE, “our”, “us”, or “we”) provides the Awesome Joe Auctions Services to facilitate the listing and sale of Vehicles on behalf of Sellers through the Services to Buyers. Prior to utilizing the Services as a Buyer (“you”, “your”), you must review and agree to the following terms. These terms apply in addition to Awesome Joe Auctions standard Terms of Service. Any capitalized terms found in this Bidding and Buying Agreement (this “Agreement”) not defined herein shall have the meaning found in the Terms of Service, and in the event of a conflict between this Agreement and the Terms of Service, this Agreement shall control, except in the “Listing, Bidding and Buying Process” section, where the Terms of Service shall control. 

By clicking “Place Bid” or “Purchase”, you hereby agree to be legally bound by this Agreement.

Scope / Term

This term of this Agreement shall be from the date you first click “Purchase” or “Place Bid” on the Listing (“Effective Date”), through one hundred and twenty (120) days after the End Date if an Auction or cancellation of such Listing if a Classified (“Cancellation Date”), and shall apply to any and all Offers or Bids you make on this Listing. In the event that you make an Offer or Bid on a different Listing, you will be required to agree to a separate Bidding and Buying Agreement for that Listing.

Listing, Bidding and Buying Process

The process for utilizing the Services to facilitate the sale of a Vehicle is defined in the “Listing, Bidding and Buying Process” section of the Terms of Service. Please review this section of the Terms of Service thoroughly to ensure a complete understanding of the process and your obligations thereunder.

Compensation

You agree to pay us a fee as compensation for the use of the Services in facilitating the purchase of the Vehicle (the “Fee”). The Fee shall be equal to 3% of the Winning Bid or Accepted Offer, for a maximum of three thousand dollars ($3,000.00). Upon placing a Bid, you authorize us to place a payment authorization hold on the payment source provided by you at the time you place your first Bid on any Listing, equal to 3% of your first Bid, for a maximum of three thousand dollars ($3,000.00). Payment of the Fee will be due immediately upon the acceptance of a Winning Bid or Accepted Offer by the seller at which time the Listing automatically ends, as applicable, to be paid directly to us through the payment processing information provided by you at the time you first placed the Bid or Offer on the Listing. You hereby authorize us to process such payment in a timely manner. In the event that your auction Bid is the Winning Bid on a given Listing, you authorize us to capture the 3% amount placed on authorization hold at the time of your first Bid, plus the difference between the held amount and the Fee, for a maximum of three thousand dollars ($3,000.00). In the event that the payment processing information you provided is erroneous, we reserve the right to pursue the Fee through any legal means available to us.

No Circumvention

You agree not to circumvent the Services in order to purchase a Vehicle from a Seller who you contacted, or who contacted you, through the Services. In the event such a sale takes place within 90 days of an Auction’s End Date or a Classified’s Cancellation Date, you agree to pay the Fee to us, as if the sale were facilitated through the Services, such Fee being calculated based on the Reserve or the actual sales price, whichever is greater.  

Close of Sale

You agree to pay the Accepted Offer or Winning Bid, regardless as to the actual final value of such Accepted Offer or Winning Bid, and we cannot be held responsible for any buyer’s remorse or other dissatisfaction with the Accepted Offer or Winning Bid amount. 

All transactions facilitated through the Services are strictly between Buyer and Seller. We are not a payment processor, and do not facilitate transactions directly between any party, nor do we facilitate the safe transportation of the Vehicle from Seller to Buyer. The Services facilitate the listing of Vehicles to wide audiences, and connect Sellers and Buyers to negotiate the purchase thereof through a digital marketplace. It is the responsibility of the Buyer and Seller to finalize the exchange of title to a Vehicle. While we will exercise reasonable efforts to prevent fraudulent use of the Services, we cannot be held liable for: (1) failure of a Vehicle to sell, (2) failure of a Buyer to pay the Accepted Offer or Winning Bid, or (3) failure of a Seller to convey title or possession.  

Warranties and Disclaimers

You are solely liable to pay all applicable taxes, license fees, or other fees levied by any authority in connection with the purchase of a Vehicle which are not the burden of the Seller.  

Vehicles listed on the Services are consigned to us by Sellers, and are sold “AS-IS” and “WHERE IS,” including all faults and defects. You understand that any and all Vehicle information is provided by the Seller, that we make no representations or warranties concerning any Vehicle, and that we have no role in inspections performed by condition validators, and we do not otherwise examine any Vehicle or component of any Vehicle, research title or provenance, or verify any information provided by the Seller. We do not undertake any duty to do any of the foregoing for the benefit of any Buyer or any other party.  

You acknowledge that our sole duty under this Agreement is to provide the Services, and not to process payments in connection with purchases, provide tag and title services, provide transportation services for purchased Vehicles, or any other duty except as expressly defined in this Agreement and in the Terms of Service. You hereby waive and release us from and against any claim, demand, liability, or expense of any kind arising out of or related to the Vehicle or Listing, including without limitation any assertions of negligence (including negligent misrepresentation), breach of contract or breach of warranty. You agree not to join us or any condition validator as a defendant in any action or proceeding directly or indirectly arising out of or relating to the condition or history of the Vehicle, or any alleged representations concerning the Vehicle, and further agree to look solely to the Seller with respect to such matters.  

We disclaim all warranties, express or implied, concerning the Vehicle, including the warranties of merchantability or fitness for any purpose. You represent that any Offer submitted or Bid placed by you on this Listing is based solely on your independent inspection and evaluation of the Listing and the Vehicle contained therein. By placing a Bid or making an Offer, you acknowledge that you have undertaken to make your own examination prior to doing so, and that you have satisfied yourself with the condition, year, age, and all other information disclosed within the Listing by the Seller and, if applicable, have had the agreed-to conditions validated by the selected condition validator. You further acknowledge that you have not relied upon assumptions regarding our knowledge regarding the Vehicle, Listing, or Seller, nor any representations by us, including without limitation any representations as to any of the information regarding condition, year or age, or any other information disclosed within the Listing by the Seller. 

If participating in the Condition Validation Program, you further acknowledge that you are bound by the selected condition validator’s conclusion regardless of whether you may disagree with that conclusion and you will be required to proceed in accordance with that conclusion.

ALL INFORMATION CONTAINED WITHIN THE LISTING ARE THE SOLE EXPRESSIONS OF THE SELLER AND NOT OF ALIVE. ALIVE ASSUMES NO LIABILITY FOR ANY AFFIRMATIONS, REPRESENTATIONS, WARRANTIES OR GUARANTEES MADE BY THE SELLER.  

We are not liable for any third party liabilities.  

Remedies

In the event that you breach any provision of this Agreement, and/or if you fail to consummate the sale of the Vehicle for any reason, in addition to and not in lieu of all remedies available in equity or at law, both a Seller and ALIVE shall have the right to: 

  • Cancel the sale, retaining as liquidated damages any payment made by you, including any amount held in escrow; 
  • Take any such action that we deem necessary or appropriate. In the event that Seller re-submits the Vehicle for a new Listing and consummates the sale of the Vehicle to another Buyer following your breach of this Agreement, you shall be liable for the payment of any deficiency in the purchase price and all costs and expenses, including warehousing, the expense of both sales, including commissions, attorney’s fees, incidental and consequential damages, and all charges due hereunder. In the event that such other Buyer purchases the Vehicle, we reserve the right to apply the Fee incurred by that Buyer in such a way as we deem appropriate. 
  • If you default upon the purchase of a Vehicle for which you submitted an Accepted Offer or Winning Bid, for any reason and in any manner, you agree to pay us the full sum of the Fee as well as any compensation owed by the Seller to us, due and payable without relief. You further agree to pay any court costs, attorney’s fees, storage, etc., incurred by Seller or us in the enforcement or defense of this, and this sum in no way releases you from any and all financial responsibility regarding said purchase.  

In the event of a conflict or dispute between you and Seller with regard to the Listing, your sole and exclusive remedy shall be an action for damages against the Seller, and not against us.  

This Agreement shall be governed by the laws of the State of Delaware. 

In the event of a default by a Seller, you release us from all legal liability and agree to look only to the Seller for any recourse arising from said default.