USER AGREEMENT

Welcome to N2BID.com and thank you for reviewing our User Agreement.  N2BID.com provides individual sellers with a forum to auction pre-inspected vehicles to wholesale dealers that have registered to bid on our site.  These terms apply to your use of the Web Site and services owned and operated by N2BID.com and its affiliated companies.

The following are the terms and conditions (the "Terms") under which you (a "User") may use the web site of N2BID.com at www.N2BID.com and/or any other addresses (any or all of which are herein referred to as the "Web Site"). Each User must read, agree with, and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may use our services.  By accessing and using the Web Site, each User acknowledges to have read, understood and agrees to be bound, without modification, limitation or qualification, by the Terms.  By accepting this User Agreement, each User also agrees that use of other N2BID.com websites will be governed by the terms and conditions posted on those websites.

Specific rules, in addition to these Terms, are provided with respect to transactions conducted on or in connection with the Web Site, and other rules may be provided for the use of certain other items, areas or services provided on or in connection with the Web Site, and you agree to be bound by such rules.

USE OF THE WEB SITE CONSTITUTES EACH USER'S AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN OR OTHERWISE POSTED ON THE WEB SITE. (THE CONTENT OF SUCH AGREEMENT, INCLUSIVE OF THE TERMS AND ALL SUCH ADDITIONAL CONDITIONS AND NOTICES, ARE TOGETHER REFERRED TO HEREIN AS THE "AGREEMENT.") IF YOU DO NOT ACCEPT ANY OF THE PROVISIONS OF THE AGREEMENT, DO NOT USE THE WEB SITE.

1.         Eligibility for Use.   This auction site is only available to individuals who are legally able to form binding contracts as the seller of an auction item.  Minors and children who are of under the age of 18 are not eligible.  Our services are not available to temporarily or indefinitely suspended N2BID.com Users.  Further, N2BID.com accounts (including feedback, should such a system be implemented) and User IDs may not be transferred or sold by you to another party. Users registering as a business entity represent that they have the authority to bind the entity to this Agreement.  Users not meeting these requirements are not eligible to use this auction service.  By agreeing to the Terms each User represents that they are eligible to use our services and agrees to abide by our rules.

2.         Fees and Services.  Fees for services such as vehicle inspections do apply, although you will not be charged for the actual auction.  Each User listing an item or using a service that has a fee will have an opportunity to review and accept the fees that will be charged based on our Fee Schedule [NOTE: there should be a link to the fee schedule].  N2BID reserves the right to modify the Fee Schedule at any time in our sole discretion.  In the event of any changes to the Fee Schedule, N2BID.com will post the changes on our Web Site and the changes will become effective fourteen (14) days after they are posted on the Web Site.  Notwithstanding the foregoing, we may choose to temporarily change the fees for our services for various promotional events or new service, and such changes are effective when we post the temporary promotional event or new service on the Web Site.  We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. Users are responsible for paying all fees and all applicable taxes associated with using our service and the Web Site in a timely manner with a valid payment method.  If a User's payment method fails or if a User's account is past due, we may collect fees owed using other collection mechanisms, including but not limited to, charging other payment methods on file with us and retaining collection agencies and legal counsel.

3.         Registration, Passwords and Signatures.  To access certain N2BID.com services and features, Users shall be required to register with N2BID.com by providing true, accurate, current and complete personal information as required by any registration form that the User may be prompted to fill out on the Web Site (such information being the "Registration Data").  All Users shall maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Any User providing Registration Data that is untrue, inaccurate, not current or incomplete, or suspected of being untrue, inaccurate, not current or incomplete, may have their User account suspended or terminated, in N2BID.com 's sole discretion.  From time to time we may sell certain of your personal information such as your name, e-mail address, mailing address and phone number to third parties for marketing and related purposes.  By agreeing to the terms and conditions to the use of this Web Site, you are consenting to such sale and use.

            During the registration process Users will be required to select a User ID and password to use the Web Site.  Each User is responsible for maintaining the confidentiality of any such password and account, and is fully responsible for all activities that occur under the User's password, digital signature or account. Each User agrees to immediately notify N2BID.com of any unauthorized use of their password, digital signature or account or any other breach of security.  Each User shall log-off and exit from their account at the end of each session. N2BID.com cannot and will not be liable for any loss or damage arising from any User's failure to comply with this requirement.

4.         Vehicle Inspection.  Each User understands and agrees that a primary feature of the N2BID program is that all vehicles listed for sale on the Web Site have been pre-inspected.  Accordingly, all Users who desire to sell their vehicle through N2BID.com agree to pay for the cost of a professional vehicle inspection and appraisal arranged by N2BID.com (the "Inspection").  The initial Inspection fee is [$99], however N2BID.com reserves the right to change or increase the Inspection fee in accordance with the provisions of numbered paragraph 2 above.  The Inspection fee shall be non-refundable even if the User decides not to list its vehicle with N2BID.com or if the vehicle is listed but not subsequently sold.  The Inspection shall take place at the User's residence or place of business at time mutually agreed upon by the User and N2BID.com.  The inspector shall have complete access to all areas of the vehicle, including the ability to drive the vehicle and take photographs of the interior and exterior of vehicle.  The Inspection shall also include a reading of the vehicle's odometer.  N2BID.com will receive and own, and be entitled to use without restriction, the Inspection Report.  A copy of the Inspection Report will also be provided to the User.  Based on the results of Inspection, N2BID.com will present the User with a minimum selling price in accordance with Black Book value for similar vehicles (the "Reserve Price").  If the User agrees to the Reserve Price, N2BID.com will prepare an auction and list the vehicle on the N2BID.com Web Site.  The User will be provided with a link to the auction which shall include the terms, start time and end date of the auction and an online copy of the Inspection.  If the User does not agree with the Reserve Price, the User can decide not to have the auction listed on the N2BID.com Web Site.  N2BID.com assumes no responsibility for the Inspection, including its accuracy, or possible damage to the vehicle arising during the Inspection. Each User further agrees to hold N2BID.com and its affiliates harmless from and against any and all damages, claims or demands of any kind, including without limitation, reasonable attorney's fees and court costs, direct, indirect, incidental, punitive and consequential damages (including without limitation, lost profits and revenues) arising out of or incurred because of any damage to the vehicle during the Inspection or due to any inaccuracies or misrepresentations in the Inspection report.

5.         Mileage; Damage.  If the User elects to have the vehicle listed on N2BID.com, the User agrees that from the date of the Inspection until the close of the auction, the vehicle shall not be driven more than [500] miles.  The User shall be liable for any and all excess mileage that occurs to the vehicle.  The User shall also use best efforts to ensure that the vehicle is well maintained and free from any damage not addressed in the Inspection.  In the event the vehicle suffers any damage after the Inspection, the User shall immediately notify N2BID.com so that the auction can be removed from the Web Site.  In the event the User fails to notify N2BID.com of post-inspection damage or excess mileage and a sale occurs, the buyer, in its sole discretion, may request a reasonable reduction in the purchase price or may refrain from purchasing such vehicle altogether.  Each User agrees to indemnify and hold N2BID.com and its affiliates harmless from and against any and all damages, claims or demands of any kind, including without limitation, reasonable attorneys' fees and court costs, direct, indirect, incidental, punitive and consequential damages (including without limitation, lost profits and revenues of the buyer and lost fees to N2BID.com in the event of a cancelled sale or otherwise) arising out of or incurred because of any post-inspection damage or excess mileage occurring to the vehicle, the User's failure to deliver clear title to the buyer, and any and all misrepresentations made by the User with respect to the vehicle. 

6.         Payment/Pick Up of Vehicle.  Pursuant to the rules governing the auctions, successful buyers are required to contact the sellers to arrange for the vehicles to be picked up from the sellers at buyer's cost.  Each successful buyer is required to deposit the amount of the winning bid into an escrow account established through www.escrow.com or such other similar escrow service employed by N2BID.com.  Upon pick-up of the vehicle, the money is required to be transferred through escrow to the seller and the seller is required to provide the buyer with a properly endorsed title (pink slip), with the seller's signature on line one.  If the vehicle is or was financed, line two of the title will also require a releasing signature from the lienholder.  Seller agrees that the buyer may make the payoff through escrow, and deduct such payment from the proceeds.  The buyer shall bear all escrow costs and other costs associated with the pick up of the vehicle.  The seller shall be responsible for payment of all negative equity associated with the vehicle and repayment of all loans associated with the vehicle.  The seller shall be responsible for filing a Notice of Transfer and Release of Liability with the California DMV within five (5) days of the transfer.  Each User further agrees to hold N2BID.com and its affiliates harmless from and against any and all damages, claims or demands of any kind, including without limitation, reasonable attorneys' fees and court costs, direct, indirect, incidental, punitive and consequential damages (including without limitation, lost profits and revenues) arising out of or incurred because of any failure of www.escrow.com to transfer the funds to the seller.

7.         Selling.  Each User must be legally able to sell the item(s) listed for sale on the N2Bid.com Web Site.  Users who agree to sell their vehicles through N2BID.com are obligated to possess the vehicle throughout the term of the auction and not to sell it via alternative means.  N2BID.com reserves the right to suspend or terminate any User from using any and all N2BID.com services if the vehicle is sold prior to the auction's end or if the vehicle was never available for sale. Users must immediately notify N2BID.com if they are no longer in possession of the vehicle.  Each User also represents and warrants to be the legal owner of the vehicle, that the vehicle has clear title and that the User has the authority to sell the vehicle.  Once a bid has been placed on the vehicle, the selling User is being placed into a binding contract with the potential buyer of the vehicle if that bid becomes and remains the highest bid.  Once the auction is over, if the Reserve Price is met, the selling User is obligated to sell the vehicle to the winning bidder.  If the Reserve Price is not met, the User is not obligated in any way to sell the vehicle, although the Seller may elect to lower the reserve price.  Each User agrees to indemnify and hold N2BID.com and its affiliates harmless from and against any and all damages, claims or demands of any kind, including without limitation, reasonable attorneys' fees and court costs, direct, indirect, incidental, punitive and consequential damages (including without limitation, lost profits and revenues of the buyer and lost fees to N2BID.com in the event of a cancelled sale or otherwise) arising out of or incurred because of the sale of any vehicle prior to the auctions end or if any vehicle was never available for sale.  N2BID.com and/or its affiliates also reserves the right to bid and purchase any vehicles listed.

8.         Fraud.  Without limiting any other remedies, N2BID.com may suspend or terminate any User account if we suspect that the User (by conviction, settlement, insurance or escrow investigation, or otherwise) has engaged in fraudulent activity in connection with the Web Site.

9.         Shill Bidding/Manipulation.  Shill bidding is bidding that artificially increases an item’s price or apparent desirability, or bidding by individuals with a level of access to the seller’s item information not available to the general community. Shill bidding strictly is prohibited on N2BID.com. Users are not in any way permitted to bid on their own vehicles.  N2BID.com reserves the right to terminate all auctions and suspend all accounts if we suspect that Users have bid, or have caused others to bid, on their vehicle in an effort to increase its sales price.  Neither Users, whether bidders nor sellers, may manipulate the price of any item nor may they interfere with other User's listings or transactions. 

10.       Non-Circumvention of Fees.  Each User acknowledges that N2BID.com will charge each buyer a final value fee of the greater of $300 or up to three percent (3%) of the vehicle's selling price.  Users may not use systems or techniques to circumvent or avoid N2BID.com fees.  During the term of each auction User's are prohibited from offering registered buyers the opportunity to purchase vehicles outside of the N2BID.com Web Site.  Offers of this nature are a potential fraud risk for both buyers and sellers. Violations of this policy may result in a range of actions including listing cancellation, limits on account privileges, account suspension or account termination.

11.       Web Site Materials. The Web Site, including all text, graphics, images, audio, video, data, coding, scripts, services, computer programs and other material ("Content" or "Contents") is provided for informational purposes only and contains proprietary and copyrighted information that is protected by copyright under the laws of the United States as well as other countries, and is owned or controlled by N2BID.com or by third parties that have licensed their Content to N2BID.com.  The use of any software that is made available for downloading from the Web Site ("Software") is governed by the terms of the software license agreement accompanying such Software (the "License Agreement"), and is conditioned on the User's agreement to be bound by the terms of the License Agreement. All rights in and to the Content not expressly granted in the Agreement are reserved.  Neither the availability of, nor anything contained within the Web Site shall be construed as conferring any license under any of N2BID.com's or any third party's intellectual property rights, other or further than as expressly provided in the foregoing provisions of this paragraph, whether by implication, estoppel or otherwise. Each User agrees it will not, in any way, modify, move, add to, delete, manipulate or otherwise tamper with the Content, Web Site or Software nor will any User decompile, reverse engineer, disassemble or unlawfully use the Web Site, Content or Software or portions thereof, nor will you assist any person or entity in any way in these activities.

            Unauthorized use of the Content may violate copyright, trademark, and other laws. The use of the Content or any portion thereof on any other web site, or in any publication, database, catalog or compilation, or in a networked computer environment for any purpose other than personal browsing of the Web Site without the express prior written permission of N2BID.com is strictly prohibited. Users who violate any provision of the Agreement will have their permission to use the Content and the Web Site automatically terminated and must immediately destroy any copies they have made of the Content.

            Any User believing that material included on the Web Site infringes a copyright, trademark or other intellectual property rights, should contact us promptly at [ADD N2BID.com Address] so that we may investigate the situation, and, if appropriate, block or remove the material. 

12.       Limited License and Ownership.  N2BID.com grants a limited license to each User of the Web Site to make personal use only of the Web Site.  This license expressly excludes, without limitation, any resale or commercial use of the Web Site, the collection and use of any participant information, listings, or any data extraction or data-mining whatsoever, including, without limitation the reproduction of images found on the Web Site for any use other than viewing the property for purposes of considering a bid.

13.       User Content.  By providing user content to N2BID.com, the User grants N2BID.com a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights the User has in the content, in any media known now or in the future.

14.       Limitation of Liability.  We reserve the right to modify or discontinue the Web Site or any services or features of the Web Site, including specific auctions, with or without notice, without liability to any User or any third party for any reason.  Each User understands and agrees that the Web Site and its services are provided on an "AS IS" and "AS AVAILABLE" basis.  The Web Site and Content may contain inaccuracies or typographical errors.  If the posted price of a product or service is incorrect due to a typographical error, N2BID.com shall use its best efforts to correct the price as soon as it becomes aware of the error, but in no way shall N2BID.com be liable to the seller for any such error.  Except as may be separately specifically provided with respect to a particular sale, N2BID.com makes no representations about the accuracy, reliability, completeness, or timeliness of the Content or about the results to be obtained from using the Web Site and the Content.  N2BID.com  assumes no responsibility for the timelines, deletion, mis-delivery of or failure to store any User communications. 

Each User further understands and expressly agrees that (1) use of the Web Site and its services are solely at the User's own risk; (2) any material purchased and/or data downloaded or otherwise obtained through the N2BID.com Web Site is at the User's own risk and own discretion; and (3) each User will be solely responsible for any damage to its computer system or loss of data that results from the download of such material.

Each User agrees not to hold N2BID.com responsible for other Users' actions or inactions, including things they post. Each User acknowledges that N2BID.com is not a traditional auctioneer and N2BID.com is not involved in the actual transaction between buyers and sellers. N2BID.com has no control over and does not guarantee the quality, safety or legality of items advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer and seller will actually complete a transaction.
N2BID.com does not transfer legal ownership of items from the seller to the buyer.  Unless the buyer and the seller agree otherwise, the buyer will become the vehicle's lawful owner upon receipt of properly endorsed certificate of title from the seller.  Further, we cannot guarantee continuous or secure access to our services, and operation of the Web Site may be interfered with by numerous factors outside of our control which are inherent with most computer-related services, including but not limited to (a) the timeliness, deletion, mis-delivery or failure of the Web Site, the Internet, computer hardware or software, or any Internet access provider, to send or receive any electronic transmission; (b) the unavailability or inability to access the Web Site, in whole or in part; (c) the accuracy, integrity or quality of Content, or the errors and omission of any such Content; (d) human error; or (e) an act of God, riot, war, civil unrest, flood, earthquake or other cause beyond N2BID.com's reasonable control.
Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. N2BID.com is not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of use of our Web Site. 
Regardless of the previous paragraph, if we are found to be liable, our liability to any User or to any third party is limited to the greater of (a) the total fees the User paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.

15.       Warranties.  N2BID.COM DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE, CONTINUOUSLY OR WITHOUT INTERRUPTION, OR THAT THE WEB SITE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, N2BID.COM IS NOT RESPONSIBLE FOR THOSE COSTS.

THE WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. N2BID.COM MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEB SITE, ANY PROPERTY OR INFORMATION OFFERED ON THE WEB SITE OR ANY TRANSACTIONS THAT MAY BE CONDUCTED ON OR THROUGH THE WEB SITE, INCLUDING WITHOUT LIMITATION:

(i) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (ii) THAT THE WEB SITE WILL MEET EACH USER'S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR OPERATE WITHOUT ERROR; (iii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (iv) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF N2BID.COM.  TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, N2BID.COM DISCLAIMS ANY AND ALL SUCH WARRANTIES.

TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, N2BID.COM AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, REVENUES OR DATA), ARISING OUT OF OR IN CONNECTION WITH THE WEB SITE, THE INABILITY TO USE THE WEB SITE OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEB SITE.

16.       Release.  Each User hereby waives and releases any rights (if applicable) to recover from N2BID.com, its directors, officers, subsidiaries, employees, representatives and agents (collectively, "Releasees"), from and against any and all claims, demands or damages (whether actual or consequential), losses, liabilities, costs or expenses whether direct or indirect, known or unknown, or foreseen or unforeseen (collectively "Losses"), which may arise from, or be related to, any occurrence or event encountered while accessing or using this Web Site.  Each User further agrees that if a dispute shall arise between with one or more Users, each User shall release all Releasees from any and all Losses arising out of or in any way connected with such dispute.  Each User who is a California resident, agrees to waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
 
17.       Hyperlinks.  This Web Site may contain hyperlinks to third party web sites that are the sole responsibility of such independent third parties, and use thereof is solely at the User's own risk.  These links are provided for convenience of reference only and are not intended as an endorsement by N2BID.com of the organization or individual operating the web site or a warranty of any type regarding the web site or the information on the web site.  N2BID.com has no control over the content or policies of such third party websites, and will not be responsible for (and under no circumstances shall be liable for) the contents, accuracy or reliability of any websites hyperlinked to this Web Site.  By using this Web Site, each User acknowledges that N2BID.com is not responsible for the availability of services or products offered by, or the content located on or through, any such external site.

18.       Site Integrity.  Users are prohibited from using any mechanism, device, software, script or routine to affect the proper functioning of the Web Site or any service taking place on the Web Site.  Users may not take any action that places an unreasonable burden or excessive load on the N2BID.com Web Site or systems.  Each User agrees not to infect the Web Site with any computer programming routine, virus, worm, time bomb, cancelbot, Trojan horse or the like, which may damage, interfere with, delay, intercept or expropriate any system, data or personal information.  In order to ensure that N2BID.com can provide high quality services to all Users, N2BID.com reserves the right to investigate potential abuses of the Terms, and, where N2BID.com deems it appropriate, N2BID.com may contact law enforcement officials to investigate.  N2BID.com will not disclose the existence or occurrence of an investigation unless required by law.

19        Email Compliance.  The following rules apply to Company customers with respect to emails that are given to sellers, buyers/dealers, and other third parties doing business for profit or otherwise.

1. No Misleading Headers or Other Masking of Email Origin - An email may not include falsification of header information, false registrations for email accounts or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin. A subject heading of the message likely would mislead a reasonable recipient as to the contents or subject matter of the message.
2. No Sale or Transfer of given out Email Addresses - Email addresses recipients are prohibited from selling or otherwise transferring email addresses or any other contact information of e-mail owner/User.
3. No Sexually Explicit Material in Email Messages - Emails may not contain any sexually explicit material.
4. No Invalid Email Account Generation - Senders may not use scripts or other automated means to register for multiple online User accounts.
5. No Unlawful Retransmission of Emails - Senders are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.

Any User of N2BID.com is  required to indemnify and hold N2BID.com harmless from and against any and all damages, claims or demands of any kind, including without limitation, direct, indirect, incidental, punitive and consequential damages (including without limitation, lost profits and revenues) arising out of or incurred because of the release of the User's private information to the public.

20.       Privacy Policy.  The protection of our User's privacy is the utmost importance and is closely protected.  Notwithstanding the foregoing, by listing a vehicle with us, you agree permit us to release personal information to potential bidders.  Personal information sent to a User regarding a product bought or sold on the Web Site is not to be used for any other purpose except for communication regarding the auction item.  Please see our Privacy Policy for information regarding the collection and use of personal information from this Site. Despite any representations concerning privacy, N2BID.com reserves the right to disclose without notice to you any information in its possession if required to do so by law or upon a good-faith belief that such action is necessary to comply with the law, to protect or defend N2BID's rights or property, or to respond to an emergency situation. Specific areas or pages of this Web Site may include additional or different terms relating to the use of personal information collected from such areas or pages.  Personal information may otherwise be sold, rented or otherwise disclosed as set forth in this agreement without your permission.     

21.       Indemnity.  Each User agrees to indemnify and hold N2BID.com, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from and against any and all damages, claims or demands of any kind, including without limitation, direct, indirect, incidental, punitive and consequential damages (including without limitation, lost profits and revenues), and including reasonable attorneys' fees and court costs, made by any third party due to or arising out of any User Content submitted, posted or made available through the Web Site, use of the Web Site, User violations of this Agreement, any User's breach of any of the representations and warranties herein, any User's infringement, or infringement by any other User of another User's account, of any intellectual property or other right of any person or entity, or any User's violation of any rights of another.  This Agreement will inure to the benefit of N2BID.com 's successors, assigns and licensees.

22.       Governing Law.  The Terms of this Web Site will be governed by the laws of the State of California, without giving effect to the conflicts of laws or principles thereof.  If any provision of these Terms are deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions.

23.  Modification of This Agreement.  N2BID.com reserves the right, at its sole discretion, to change, modify, or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. Each User must review this agreement on a regular basis to keep apprised of any changes. By using this Web Site, each User agrees to be bound by any such revisions and should therefore periodically visit this page to determine the then-current terms and conditions to which the User's are bound.  If, at any time, any User does not agree with the terms and conditions of this Web Site, or of any subsequent revisions to the terms and conditions, said User should immediately discontinue using and accessing this Web Site.

24.       Trademarks.  The trademarks, logos and service marks displayed on the Web Site are owned by N2BID.com or third parties and may not be used in connection with any product or service without the express written consent of N2BID.com or such third party. All rights are expressly reserved.

25.       Dispute Resolution.
If a dispute arises between you and N2BID.comeBay, we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

• Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against N2BID.com must be resolved by a court located in Los Angeles County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes.
• Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• Improperly Filed Claims - All claims you bring against N2BID.com must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, N2BID.com may recover attorneys' fees and costs up to $5000, provided that N2BID.com has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

26.       Attorneys' Fees.  In the event any party incurs legal fees or other costs to enforce any of the terms of this Agreement, to resolve any dispute with respect to its provisions, or to obtain damages for breach thereof, whether by prosecution or defense, the unsuccessful party to such action shall pay the prevailing party's reasonable expenses, including attorneys' fees and costs, incurred in such action.

27.       Acceptance.  This constitutes the whole of the Terms as they pertain to the Users selling their vehicle through the Web Site. Before you may become a member of this website, you must read and accept all of the terms and conditions in, and linked to, this Agreement and the Privacy Policy.

NOTE: Additional terms and conditions apply if you are a Registered N2BID Buyer. See your Buyer's Agreement and Auction Rules for further information. Also, specific areas or pages of this Web Site may include additional or different terms relating to the use of this Web Site or the rights or obligations of you or N2BID. In the event of a conflict between such terms and these Terms of Use, such specific terms shall control.

Unless otherwise indicated, all material on this Site © Copyright 2006 N2BID.com.