Ritchie List

User Agreement

Last Modified: September 7, 2021

Introduction
About Ritchie List
Using Ritchie List
Listing conditions
Item and Listing Data
Our rights to Ritchie List materials
Privacy and Service Attributes
Security
Disclaimer of third-party links and materials
Disclaimer of warranties
Limitation of liability
Release
Indemnity
Contracting entity, governing law and class action/jury trial waiver
General
Reporting infringements of intellectual property rights
Additional Terms for Mobile Applications

1. Introduction

This page explains the terms and conditions by which you may visit Ritchie List websites and use Ritchie List related mobile and web services, tools, and applications (collectively “Services”). All of our policies and additional terms posted on and in the Services are incorporated into this User Agreement.

This agreement is between you and the applicable Ritchie Bros. company identified in paragraph 14.1, together with Ritchie Bros. Asset Solutions Inc. (which we refer to collectively as “Ritchie List”, “we”, “our” or “us”). By accessing or using the Services, you signify that you have read, understood and agree to be bound by this User Agreement. This User Agreement applies to all visitors and registered users who access or use the Services (“Users” and each a “User”). If you do not agree to this User Agreement, you may not use the Services.

Be advised that as Services or circumstances change, we may modify this User Agreement as described in paragraph 15.3 below.

PLEASE READ THIS USER AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS USER AGREEMENT CONTAINS A MANDATORY CLASS ACTION/JURY TRIAL WAIVER PROVISION BY WHICH YOU AGREE TO THE USE OF A BENCH TRIAL ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, AND NOT TO USE JURY TRIALS OR CLASS ACTIONS WHERE AVAILABLE.

2. About Ritchie List

Ritchie List is a self-serve equipment listing service that gives you the power to self-list items (“Items”), set your own prices, and sell privately, but with enhanced services, features, tools and capabilities. With Ritchie List you can easily advertise Items for sale (each, a “Listing”), post a want ad for equipment (“Want Ad”), or browse what’s available in your area.

Our goal is to help sellers and buyers connect. Unless one of the companies in the Ritchie Bros. group is specified as the seller or you use our PurchaseSafe Secure Transaction Management service, we are not involved in any transaction or purchase contract between buyers and sellers. We are not endorsing any particular seller or Item. We are not guaranteeing: (i) the existence, quality, safety or legality of Items advertised; (ii) the truth or accuracy of Users’ Listings; (iii) the seller’s ability to sell Items; the ability of buyers to pay for Items; (iv) or that a transaction will actually happen.

3. Using Ritchie List

3.1 Permitted and restricted uses. The Services are not designed for personal, family or household uses. The Services are for professional and business purposes in order to browse and interact with Listings, to create Listings, and to help support a transaction between seller and buyer.

You may use the Services only if you comply with this User Agreement, our policies, our terms and all applicable laws. The Services are not available to any Users we have previously removed or suspended from the Services without our express, written permission.

You will not, and will not assist, permit or engage others to, do any of the following:

use the Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using the Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
use the Services in a manner that negatively impacts (i) the stability of our servers, (ii) the operation or performance of the Services or any other User’s use of the Services, or (iii) the behavior of other applications using the Services;
attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services;
transmit viruses, worms or other software agents through the Services;
share passwords or authentication credentials for the Services;
bypass the measures we may use to prevent or restrict access to the Services or enforce limitations on use of the Services or its content, including without limitation features that prevent or restrict use or copying of any content;
impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose, including, for example, for domain spoofing or other forms of phishing;
use the Services in any manner or for any purpose that violates any applicable law, regulation, or any right of any person including, but not limited to, anti-spam rules, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful to us, our providers, our suppliers or Users;
use the Services in competition with us or to develop competing products or services;
use, reproduce, distribute, sell, license or otherwise exploit the Services for time sharing, hosting, service bureau or like purposes or resell the Services to members of your company group or dealer network;
use the Services for benchmarking analysis of the Services without our prior written permission;
disassemble, reverse engineer, decode or decompile any part of the Services that is not open source (where permitted by the open source license) or except where permitted by applicable law;
use any robot, crawler, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, use, copy or record the Services or any content, including without limitation to extract or reuse all or a substantial part of the Item and Listings Data (as defined in paragraph 5) or any data insights made available to you, other than if you are a general internet search engine (i.e. Google and not specific to equipment) or a non-commercial archival services;
remove any copyright notices or proprietary legends from the Services;
harvest or otherwise collect images or any information about Users without their permission;
identify us or display any portion of the Services on any site or service that disparages us or our products or services, or infringes any of our Proprietary Property or other rights;
identify or refer to us or the Services in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and us, other than your permitted use of the Services under this Agreement, without our prior express written consent;
use any of the contact information relating to a seller available in a Listing for any purpose other than to contact seller about their Items or use any information received from a Want Ad other than to contact the buyer about the request; or
use any Item and Listing Data (as defined in paragraph 5) for anything other than the Permitted Uses (as defined in paragraph 5).

3.2 Suspension. If we believe you are abusing Ritchie List and/or the Services in any way or violating this User Agreement, we may, in our sole discretion and without limiting other remedies available to us, limit, suspend, or terminate your User Account(s) (as defined in paragraph 3.3) and access to the Services, delay or remove Listings, remove any special status associated with Listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using the Services. If your access is terminated or limited, you will continue to be bound by this User Agreement.

3.3 User accounts. Your free account on the Services (“User Account”) gives you access to free and paid Services. If you sign up for or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind it to this User Agreement. Such account belongs to and is controlled by the business entity and references to “you” include that entity. You will provide accurate and complete profile information and must keep it up-to-date. You are solely responsible for the activity that occurs under your account. You should notify us immediately of any security issue or suspicious activity regarding your account.

3.4 RitchieID and other third party authentication. When you sign-up for a User Account, you will be creating your unique RitchieID credentials. RitchieID allows you to sign-in to any participating Ritchie Bros. application or service using the same login credentials. If you already have a RitchieID, you may use it to sign-in to Ritchie List. We may also permit you to use credentials from other popular third party websites to sign-in and use the Services. If you login using this service or your already established RitchieID, you are authorizing us to access certain limited non-sensitive information stored by the other websites or applications and to verify that you have a legitimate account with them. We will use this information to establish your account with us.

3.5 Inventory Management System. If you don’t already have one, then your Ritchie List account comes with an account configured to give you access to and use of our Inventory Management System (“IMS”) services. If you already have an IMS account, then creating your Ritchie List User Account and subscribing to recurring invoicing will enable this new channel in your workflow options. If you don’t subscribe for recurring invoicing, then each Listing must be a paid for at the time of creation. Your access to and use of the IMS is subject to the terms of this User Agreement and “Services” should be read as including IMS services.

There are no additional fees for using the IMS to control your Listings on Ritchie List. Other features in the IMS may require you to enter into a separate Product Specific Agreement (as defined below) before being activated or available. You acknowledge and agree that we are entitled to rely on all transactions initiated by you in the IMS, including without limitation, using the workflow management functionality to list your Items.

Functionality in IMS may provide you access to various data insights about your Items or market or industry trends and analyses. In order to provide you and other Users with some of the features of the IMS and the data insights you choose to access and use, we perform analytics on Item and Listing Data, data we acquire or license from third parties, and other data specifically provided to us for such purpose. You hereby acknowledge and agree that we may collect, use, transform, analyze, model, train our machine-learning algorithms, display, disseminate, and combine with other datasets, your Item and Listing Data, such other provided data and any resulting computational output. You acknowledge and agree that we may also license, sell access to or otherwise exploit the resulting computation output, for any lawful purpose, including providing you with the data insights; provided that, the resulting computational output has been aggregated, anonymized or deidentified, by us and does not and shall not identify, or directly link to, you or any individual.

Any web-based, mobile or other application tool, process or functionality that is supplied by a third party (other than a company in the Ritchie Bros. group) and is accessible through, or interoperates with, the IMS (a “Non-IMS Application”) may be modified, suspended or removed by us if the provider ceases to make the Non-IMS Application available for interoperable with the IMS or does so only on terms we deemed to be unreasonable (e.g. uses old integration methods or inadequate security protocols). You will not be entitled to any pro-rated refund, credit, or other compensation for any fees paid or payable. If the alteration, suspension or cessation is not acceptable to you, then your only remedy is to terminate your subscription for Services. Under no circumstances will we be liable for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages whatsoever that result from usage of or inability to use any Non-IMS Application or your contractual relationship with any provider of a Non-IMS Application.

3.6 Beta Services. You understand that any right to use or test pre-release or beta Services or features (together “Beta Versions”) we provide you may be revoked by us at any time and for any reason without any liability to you. You understand Beta Versions are provided “AS-IS” and are under development, may be inoperable or incomplete and likely contain bugs and errors. We make no promises Beta Versions will become generally available. All information regarding the characteristics, features or performance of any Beta Versions must be held in confidence. To the extent permitted by applicable law, we disclaim all warranties, obligations or liability with respect to Beta Versions.

3.7 Changes to the Services. Taking into consideration any of our promises in a Product Specific Agreement (as defined in paragraph 3.8), we may change or discontinue any of the Services or features of the Services from time to time and/or create usage limits for the Services. The method and means of providing Services will be under our exclusive control, management and supervision.

3.8 Additional Terms for Paid Services. Placing a Listing to sell, or Want Ad to buy, Equipment must comply with our advertising rules specified in paragraph 4 (the “Listing Conditions”). If you subscribe for recurring invoicing, you will be required to enter into a separate listing agreement or order form (a “Listing Agreement”), which when signed, or otherwise agreed to, is also subject to the terms of this User Agreement, including, without limitation, the Listing Conditions.

In addition to Listing services, certain other Services, such as access to valuation Services, require Users to enter into a separate subscription services agreement (a “Subscription Services Agreement”), which when signed, or otherwise agreed to, is also subject to the terms of this User Agreement.

To the extent of a conflict between the terms of this User Agreement, and a Listing Agreement or Subscription Services Agreement (each a “Product Specific Agreement”), the terms of the Product Specific Agreement will prevail.

3.9 PurchaseSafe Transaction Management Service. The PurchaseSafe Transaction Management Service is governed by separate terms which a buyer and seller must agree to in order to take advantage of the transaction security being offered. Learn more about the benefits of this Service.

4. Listing conditions

When creating Listings, you agree as follows:

4.1 Invoiced users. If you receive recurring invoices:

Duration. Your Listings will be published until you remove them. If your Item sells, it is your responsibility to remove the Listing.
Quantity. You can post Listings up to the agreed upon quota, if any, in your Listing Agreement. Once the agreed upon quota is met, you will have to purchase a higher quota to add more Listings.
Credits. You can purchase Ritchie List credits through your account which can only be redeemed for certain specified Services, including promoting your Listings. Credits are non-refundable and may not be exchanged for cash value.
Listing fees. Listing fees will be specified in your Product Specific Agreement and mutually agreed to between you and us. You acknowledge: (i) recurring fees are subscription-based and not dependent on actual usage, (ii) fees paid are non-refundable, except as otherwise stated in this User Agreement or your Product Specific Agreement; and (iii) Listing quotas, if any, cannot be decreased during the term of your Product Specific Agreement unless clearly stated otherwise in your agreement.
Invoices; taxes. Invoices are payable within 30 days of receipt without any set-off by way of approved means of payment. The fees payable for Services are exclusive of any applicable sales, use, value added or goods and services taxes, withholding taxes or similar levies of any kind, including any interest and penalties calculated as a result of your failure to pay.
Payment terms. If any amount is not received by us within 30 days of your receipt of the invoice, we may: (i) make future Services available on shorter or alternate payment terms; and (ii) charge late payment fees or interest at the lower of 12% per year or the maximum allowable under applicable law. Any collection or court fees incurred by us to collect will be your responsibility.

4.2 Non-invoiced users. If you pay for each Listing when created:

Duration. Your Listing will be published for the length of time you select at the time of payment. If the Item sells, you may remove it earlier.
Quantity. You can create as many Listings as you want.
Promoting listings. You can purchase add-ons to promote your Listing for a specific period of time when paying.
Listing fees. Fees to publish your Listing will be displayed when you create your Listing and payment must be made in full prior to publication. Listing fees are non-refundable. We use Adyen N.V. as our third-party service provider for credit card processing services. By using the payment services, you agree to be bound by any terms of use for the Ayden service as we may make available to you from time to time. Please visit https://www.adyen.com/ for more information.
Taxes. Fees payable for Services are exclusive of any appliable sales, use, value added or goods and services taxes, withholding taxes or similar levies of any kind, including any interest and penalties calculated as a result of your failure to pay.

4.3 Listing content. Listings must:

Be for Items you are authorized or have the power to sell;
Have accurate descriptions, images and contact information;
Fairly represent the condition of the Items and not attempt to mislead or deceive Users;
Only relate to one Item and not be a duplicate;
Only promote the Item for sale, not other products and services;
Not infringe any third party rights, such as trademarks or copyrights; and
Not contain any discriminatory, defamatory, libelous, offensive or threatening content.

4.4 Creating Listings. Listing can only be created and uploaded though our approved means. You can: (a) create a Listing using the self-guided prompts on the website; (b) if you have a subscription, by inputting the Item into your IMS and then using the workflow to publish it online; (c) application programming interfaces (APIs) supplied by one of our partners or another provider that are made available to you or with whom you and we have an independent relationship; or (d) any other automated means approved by us in writing. Where you use the IMS to create Listings, we will use the descriptions, images, pricing, and seller contact information stored in the IMS for your Listings. Due to intervals to index data and security measures, your Listings may not be immediately visible online.

4.5 Right to list. You are responsible for ensuring you have the rights needed to create a Listing and to upload, store and display it using the Services. If necessary, you must obtain permission to use the description, images, pricing, and seller contact information for a Listing.

4.6 Our review of your Listings. We have the right, but not obligation, to review each Listing for suitability prior to or after publication. If we determine, acting reasonably, that your Listing is not suitable (i.e. violates this User Agreement), you will be contacted by email to address the concern. You acknowledge that we have the right, without liability, to delay publication or remove from publication any non-suitable Listing.

4.7 Listing content. By adding an Item to the Services or creating or managing a Listing, you grant us a non-exclusive, royalty free, transferable license (with the right to sublicense) the content relating to your Items or Listing, including, without limitation, descriptions, images, pricing and contact information (the “Item and Listing Data”), to collect, use, reproduce, transmit, display, store, archive, modify and transform your Item and Listing Data in order to provide, maintain, secure and improve the Services, including, without limitation, to: (a) market and promote your Items throughout the world using the layouts and user interfaces for the Services we determine appropriate; and (b) to prohibit or permit use and access by others.

4.8 Syndicating Listings. We may syndicate Listings to other third party providers or other Ritchie Bros. companies for purposes of promoting your Item and/or Listing via other advertising sites, channels or mediums.

4.9 Disclosure to buyers. As the seller of an Item, you are responsible for ensuring that any buyer of your Item has all information necessary to complete the purchase. For example, if the Item is subject to export, or re-export, requirements for which a license is required from the U.S. Department of Commerce, you are responsible for ensuring the buyer is provided with the classification number and other details needed to apply. Similarly, you are responsible for screening the buyer to ensure they are not a denied person under U.S. sanctions or those of another country which apply to your sale. We have no obligation to assist with these responsibilities, and if we do, our views and/or guidance should not be relied on as definitive – you should verify with your own subject matter expert.

5. Item and Listing Data

Other than Item and Listing Data contained in your Listings, or subject to the terms of a separate access agreement with us, as a User, you may only access and use Item and Listing Data available in the format and arrangement we provide through the Services for the following purposes (the “Permitted Uses”):

in order to review, compare and assist in you in determining whether to buy the Item advertised or similar items elsewhere in the market;
to communicate with the seller to inquire about, negotiate or complete the purchase of the Item advertised, or
to help you determine whether to sell your own similar Item via the Services such as, for example, determining the potential price to charge for your Item or the appropriate time to sell

For clarity, the following activities are not permitted:

directly or indirectly publishing, transmitting or distributing Item and Listing Data, or any derivative works created from Item and Listing Data, including, but not limited to, reports or other analyses regarding the secondary equipment market, in any manner for any form of monetary or other valuable consideration; or
incorporating Item and Listing Data in any manner into used equipment pricing tools, dashboards or other visualization products.

6. Our rights to Ritchie List materials

Other than your Listings and associated Item and Listing Data, all content, including, without limitation, Listings Data, data insights and all other copy, video, audio, images, graphics and layouts displayed or made available on the Services, all applications, algorithms, and technology underlying the Services (together and individually, “Proprietary Property”), and all intellectual property rights in the Proprietary Property, belong to us or our licensors, as applicable. Except for your right to access and use the Services (including, without limitation, the download and installation of any associated mobile applications) in accordance with this User Agreement, you acknowledge that no other license to our Proprietary Property and any associated intellectual property rights are being granted to you by us.

You may choose to, or we may invite you to submit, comments or ideas about the Services, including, without limitation, about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is without any expectation of compensation, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea and/or to disclose the Idea to anyone we wish. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

7. Privacy and Service Attributes

We care about the privacy of our Users. We collect, use, disclose, and store data of our Users in accordance with our Privacy Statement. Currently, data is stored on servers located in Europe and the United States; however, this may change. You acknowledge that the level of protection afforded to data under the law when stored in a different region may differ from what is applicable right now.

We rely on other Ritchie Bros. companies and third party service providers to perform functions in connection with the Services. We rely on a variety of controls to support the transfer of or access to your information where needed, including, without limitation, contractual and technological means to limit processing for what is needed to deliver the Services.

You also acknowledge that by including your email address and other contact information in a Listing, you are making such information publicly available so that interested Users can contact you. In addition, by using the messaging and contact features, you acknowledge that we may collect and store such inquiries in order to transmit them to the intended recipient and provide a mailbox for the recipient to manage received inquiries.

Where you engage with a third party seller or buyer in relation to a Listing or request additional services made available directly through Ritchie List (such as transport or financing), we will transfer your information to the intended recipient or provider for that purpose. As a recipient of information, for example receiving buyer inquiries for your Item or the particulars of a Want Ad, you are responsible for complying with applicable privacy laws. Similarly, when browsing Listings and contacting sellers.

We collect Service usage data and analytics related to User Account activity, such as metadata, security and access permissions, and other aggregated or deidentified data derived from the provision of the Services, including the number of Listings, the number and types of leads, the general geographical details of Items and Users, the number and type of workflow requests, configurations and reports processed by or using the Services (collectively, “Service Attributes”). We prepare and use Service Attributes for the purposes of billing, account administration, system security and improvement and our other business purposes. We will own all Service Attributes and may freely use them at our own risk. We will not publicly disclose any Service Attributes if doing so would reveal the identity of any Users.

8. Security

We care about the integrity and security of the information we handle. We have implemented and follow an information security policy, including physical, managerial and technical safeguards deemed appropriate by us in our sole direction, designed to preserve the integrity and security of that information. However, security is a shared responsibility, and we need your help. You need to keep your credentials secure and implement, maintain and follow your own controls and policies to ensure information processed in the Services is accurate, appropriate and legal. If you suspect something is wrong, please report it to us.

We cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your information for improper purposes. You acknowledge that you provide your information at your own risk. If we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, information transmitted, stored or otherwise processed by the IMS, we will notify you without undue delay. We will take those steps we deem necessary and reasonable to remediate the cause or other circumstances that led to the incident. We will assist where reasonably requested to do so by you with respect to your investigation and response to such an incident.

9. Disclaimer of third-party links and materials

The Services contain links to materials that belong to other persons that we do not own or control. We do not endorse or assume any responsibility for those persons websites, information, products or services. If you access a website or service from the Service or share your data or information on or through the website or service, you do so at your own risk. You acknowledge that we are not responsible for an loss or damage of any sort relating to your dealings with such persons and you hereby relieve us from any and all liability arising from your use of any such person’s website, service or content. Your dealings with such persons are between you and them.

10. Disclaimer of warranties

We try to keep the Services secure, available and functioning properly, but we cannot guarantee the continuous or safe operation of or access to the Services. Security, availability and functionality of Services are subject to events beyond our control. We also make no guarantee that you will actually transact Items or realize any particular value derived from a transaction that arises from your Listing.

You acknowledge and agree that you are making use of the Services at your own risk and that they are provided on an “AS-IS” and “AS-AVAILABLE” basis. To the extent permitted by applicable law, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties for merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained by you form us or through the Services will create any warranty if not expressly stated in this User Agreement. For clarity, we do not warrant that any content or information accessed through the Services is accurate, accessible or reliable, that the Services will meet your needs, that the Services will be available at any particular time or location, uninterrupted or secure, that any defects or errors will be corrected, or that the Services are free from viruses or other harmful components. Any content downloaded or otherwise obtained through the Services is downloaded at your own risk and you are solely responsible for any damage to your computer system or mobile device or loss of data that results from the download and use.

Some jurisdictions do not allow the disclaimer of warranties, so the above disclaimer may not apply to you to the extent such disclaimers are prohibited by applicable law.

11. Limitation of liability

To the extent permitted by applicable law, in no event will Ritchie List (including our parent, subsidiaries, and affiliates, and our and their respective officers, directors, agents and employees) be liable to you or any third party under any claim in law or in equity for any special, indirect or consequential damages or losses, including, without limitation, loss of profits, goodwill, data, and other intangible damages or losses resulting directly or indirectly from:

your use or inability to use the Services;
the content you provide (directly or indirectly) to the Services:
any guidance regarding Listings, shipping, financing provided by us or obtained through the Services;
any spamming, phishing, hacking or tampering of your devices or systems, and any resulting unauthorized access or use of your User Account or associated information;
any personal injury or property damage resulting from your purchase and use of Items;
glitches, bugs, errors or inaccuracies of any kind in the Services;
any unauthorized access to or use of our servers and/or supporting technology systems and any data stored or handled by them;
use of Item and Listings Data and other User data by a third party in violation of this User Agreement;
the defamatory, offensive or illegal conduct of any User;
any suspension or other action taken with respect to your Account;
the passage of time before, or manner in which, your Listing appears in the search results;
your need to modify practices, content or behavior as a result of changes to this User Agreement or Services.

All special, indirect or consequential damages or losses (including, without limitation, those listed above) are expressly excluded by this agreement whether or not they are foreseeable or if we have been advised of such damages or losses.

Regardless of the previous paragraphs under Limitation of Liability, if we (or our related parties and their representatives mentioned above) are found to be liable , our aggregate liability to you and to any third party is limited to the greater of: (a) the amount of fees paid for the Services giving rise to the liability in the 12 months prior to the action giving rise to such liability, if any; or (b) USD 500.

As with disclaimers, some jurisdictions do not allow the exclusion of damages or losses, so the above may not apply to you to the extent such exclusions are prohibited by applicable law.

12. Release

If you have a dispute with one or more Users, you release us (and our parent, affiliates and subsidiaries, and our and their respective officers, directors, agents and employees) form 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.In entering into 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 release.

13. Indemnity

You will indemnity and hold us and our parent, affiliates and subsidiaries, and our and their respective officers, directors, agents and employees, harmless from and against any claim or demand, and any losses, damages, liabilities, and expenses (including reasonable legal fees) incurred by us as a result of any claim or demand, made by a third party due to or arising out of: (a) your breach of this User Agreement; (b) your improper use of the Services or Item and Listing Data; or (c) your violation of any law or the rights of a third party.

14. Contracting entity, governing law and class action/jury trial waiver PLEASE READ THIS PARAGRAPH CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND RITCHIE LIST HAVE AGAINST EACH OTHER ARE RESOLVED.

14.1 Contracting entity. This User Agreement is entered into with:

Ritchie Bros. Auctioneers (Canada) Ltd., 9500 Glenlyon Parkway, Burnaby, BC V5J 0C6, if you or the entity you represent is domiciled in Canada; and
Ritchie Bros. Asset Solutions Inc., 4000 Pine Lake Road, Lincoln, NE USA 68516, if you or the entity you represent is domiciled in the United States or in any other country.

14.2 Governing law. Unless your Product Specific Agreement(s) expressly state otherwise or mandatory appliable consumer law provisions apply, you agree this User Agreement and any claim or dispute that has arisen or may arise between you and Ritchie List will be governed by the laws of the State of Washington, without regard to principles of conflict of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14.3 Venue. You agree that any action you bring relating to this User Agreement or claim or dispute you may have that has arisen or may arise between you and Ritchie List will be exclusively commenced in the courts of competent jurisdiction in King County, Washington. In our discretion, we may commence legal action in courts of competent jurisdiction in King County, Washington or the place of your business operations, and if more than one party is involved, in the place where any one of the parties operates their business, and you and all other parties hereby submit and attorn to that jurisdiction and competent court.

14.4 Class action / Jury trial waiver. All claims must be brought in your individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. You agree that, by entering into this Agreement, you and we are each waiving the right to a trial by jury where available or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. Some jurisdictions do not allow this waiver, so the above limitations may not apply to you. The waiver will not apply to the extent prohibited by applicable law.

15. General

15.1 Assignment. You may not transfer or assign this User Agreement, and any rights granted, without our written permission. We may assign this User Agreement without restriction. Any attempted transfer or assignment in violation of this paragraph will be null and void.

15.2 Notification procedures. We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users. You may notify us at the addresses specified in paragraph 14.1.

You control how we market to your email address. Where the law permits, we may use your email address to send you messages about the Services, such as changes to features or functionality and special offers. If you do not want to receive marketing emails, you may opt out. Opting out may prevent you from receiving email messages regarding improvements, equipment, events and offers; however, opting out will not prevent you from receiving Service-related notices.

15.3 Changes to this agreement. We may modify, add or remove terms from this User Agreement from time to time by posting the amended terms on www.ritchielist.com and associated URLs. When we change the User Agreement in material manner, we will update the ‘last modified’ date at the top of this page. The changes take effect on the date specified in the amended terms. We may also notify you by surfacing an alert while using the Services. Your continued use of the Services after any such change constitutes your acceptance of the new User Agreement. If you do not agree to any of these terms or any future User Agreement, do not use or access (or continue to access) the Services. You may terminate this User Agreement by closing your User Account. Contact us for more details.

15.4 Entire agreement / Severability. This User Agreement, together with any amendments and any additional agreements you may enter into with us in connection with the Services (such as Product Specific Agreements), will constitute the entire agreement between you and us concerning the Services. If provided, any related purchase order or similar document provided by you shall be for reference only and shall have no force or effect, even if signed by you and us after the date hereof. None of our employees or representatives are authorized to make any modification or addition to this User Agreement, unless in in accordance with paragraph 15.3. Any statements or comments made between you and any of our employees or representatives are expressly excluded from this Agreement and will not apply to you or us or your use of the Services. If any provision of this User Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

15.5 Translations. Where we have provided any translation of the English language version of this User Agreement, such translation is provided for your convenience only. To the extent there is any inconsistency between the English language version and any such translation, the English language version shall govern.

15.6 No Waiver. No waiver of any term of this User Agreement will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this User Agreement will not constitute a waiver of such right or provision.

15.7 California Users. The provider of the Services is Ritchie Bros. Asset Solutions Inc. (dba Ritchie List). 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 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

15.8 Quebec Users. It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents y afférents soient rédigés en anglais.

16. Reporting infringements of intellectual property rights

We respect the intellectual property rights of others, and we expect our Users to do the same. If you believe that your copyrights or other intellectual property rights have been infringed by material posted by others through the Services, you should provide us or our designated agent with the following information:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright or other intellectual property owner;

2. Identification of the copyrighted work or other intellectual property that you claim has been infringed;

3. Identification of the material that is claimed to be infringing and where it is located on the Services;

4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other intellectual property owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright or other intellectual property owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following address:

Attn: Infringement Notice
Senior Paralegal
Ritchie Bros.

Address: 4000 Pine Lake Road
Lincoln, NE USA 68516

Tel.: +1-(800) 211-3983
Fax: +1-(888) 433-3467

IN CERTAIN JURISDICTIONS, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying us that your intellectual property rights have been infringed. The preceding requirements are intended to comply with our rights and obligations, but do not constitute legal advice. It may be advisable to contact a lawyer regarding your rights and obligations under applicable laws.

17. Additional Terms for Mobile Applications

17.1 Mobile Applications. We may make available software to access the Services via a mobile device (“Mobile Applications”). To use any Mobile Applications, you must have a mobile device that is compatible with the Mobile Applications. We do not promise that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. We hereby grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications on one or more mobile devices owned or leased solely by you, solely for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that we may from time to time issue upgraded versions of the Mobile Applications, and may, where your device settings permit, automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this User Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license terms, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). We reserve all rights not expressly granted under this User Agreement. The Mobile Applications are subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Services.

If the Mobile Applications are being acquired on behalf of the United States Government, then the following applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.

17.2 Mobile Applications from Apple App Store. The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): you acknowledge and agree that this Agreement is solely between you and us, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this User Agreement and any law applicable to us as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this User Agreement and any law applicable to us as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this paragraph of the User Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this User Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this User Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

17.3 Mobile Applications from Google Play Store. The following applies to any Mobile Applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that this User Agreement is between you and us only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store terms of use; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) we, and not Google, are solely responsible for Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the User Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this paragraph of the User Agreement as it relates to our Google-Sourced Software.

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