Terms & Conditions
SITE USAGE AGREEMENT
This Site Usage Agreement (this “Agreement”) describes the terms and conditions applicable to your (“you” or the “Buyer”) use of www.cttauctions.com or another website (collectively, the “Site”). If you do not agree to be bound by the terms and conditions of this Agreement, you are not permitted to use or access the services of Central Trade and Transfer, LLC, a Utah limited liability company (the “Company”, “our”, “we”, or “us”).
You must read, agree with and accept all of the terms and conditions of this Agreement before registering with the Company as a potential Buyer of securities (the “Interests”). By accepting this Agreement, you also agree that your use of the Site will be governed by this Agreement, and the general terms and conditions posted on the Site.
We may amend this Agreement at any time by posting amended terms on the Site. All amended terms shall automatically become effective immediately after they are posted.
By placing a bid on the Site, Buyer makes an irrevocable offer to purchase the Interests on the terms and conditions stated herein. In the event Buyer is declared the winning bidder, Buyer will promptly transfer funds to the Company’s escrow.
2. BROKER-DEALER PARTICIPATION.
If Buyer is represented by a registered representative, such representative’s broker-dealer must enter into a Participating Dealer Agreement with the Company and the broker-dealer through which the Company conducts its business. If Buyer is represented by a registered representative, the Company’s acceptance of Buyer’s registration application is conditioned upon such representative’s confirmation that it has reasonable grounds to believe, on the basis of information obtained from the Buyer concerning his/her investment objectives, other investments, financial situation and needs, and any other information known by the representative, that:
(a) The Buyer otherwise meets the suitability requirements set forth in the purchase contract and any offering materials related to the Interests, as the case may be;
(b) The Buyer has a fair market net worth sufficient to sustain the risks inherent in a purchase of the Interests, including loss of investment and lack of liquidity; and
(c) The Interests are otherwise suitable for the Buyer.
3. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.
BUYER EXPRESSLY AGREES THAT USE OF THE SITE IS AT BUYER’S SOLE RISK. NEITHER THE COMPANY, NOR THE BROKER-DEALER THROUGH WHICH THE COMPANY CONDUCTS ITS BUSINESS, NOR ANY OF THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES, NOR ANY OF THEIR RESPECTIVE OWNERS, OFFICERS, PRINICPALS, MANAGERS, MEMBERS, ATTORNEYS, ACCOUNTANTS, EMPLOYEES, REPRESENTATIVES, NOR OTHER AGENTS, THIRD PARTY CONTENT PROVIDERS, NOR LICENSORS WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY WHATSOEVER AS TO (A) INTERESTS, (B) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, (C) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR INTERESTS PROVIDED THROUGH THE SITE, OR (D) WHETHER OR NOT THE SELLER(S) OR OTHER PARTIES INVOLVED WITH THE INTERESTS WILL HONOR OBLIGATIONS AND RESPONSIBILITIES, AND TAKE APPROPRIATE STEPS TO CONSUMMATE BUYER’S ACQUISITION OF THE INTERESTS.
THE SITE IS MADE ACCESSIBLE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
IN NO EVENT SHALL THE COMPANY, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SITE OR THE CONTENTS HEREOF, INCLUDING ANY SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE. BUYER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE.
IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER THE COMPANY NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE BUYER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
IN NO EVENT SHALL THE COMPANY, THE BROKER-DEALER THROUGH WHICH THE COMPANY CONDUCTS ITS BUSINESS, AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES, AND EACH OF THEIR RESPECTIVE OWNERS, OFFICERS, PRINICPALS, MANAGERS, MEMBERS, ATTORNEYS, ACCOUNTANTS, EMPLOYEES, REPRESENTATIVES, OR OTHER AGENTS, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
You agree to indemnify and hold the Company, the broker-dealer through which the Company conducts its business, and each of their respective affiliates and subsidiaries, and each of their respective owners, officers, principals, managers, members, attorneys, accountants, employees, representatives, or other agents, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Buyer’s breach of this Agreement or the documents it incorporates by reference, or Buyer’s violation of any law or the rights of a third party.
5. GOVERNING LAW.
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Utah, without giving effect to principles of conflicts of law.
6. DISPUTE RESOLUTION.
(a) Any dispute, claim, controversy or difference which may arise between or among any two or more parties having rights under this Agreement shall, if possible, be settled by mutual consultation in good faith between the parties. Such mutual consultation shall take place as soon as practicable after the receipt by one party or a written notice from another party describing the dispute, controversy or difference between them. In the event that the dispute is not resolved to the satisfaction of all involved parties by such consultation within forty-five (45) days of the written notice given to one party pursuant to this Section 6(a), a party to the dispute may initiate the arbitration procedure set forth below. Such arbitration shall be the exclusive method for resolving any such unresolved disputes.
(b) Any unresolved dispute, controversy, difference or claim will be subject to binding arbitration pursuant to the rules of the Financial Industry Regulatory Authority (“FINRA”), in accordance with FINRA rules and consistent with the provisions of this Section 6. The Arbitrators shall be qualified and independent arbitrators with active securities experience and shall be selected by mutual agreement of the parties involved or, in the absence of such agreement, by two other arbitrators, one of each selected by the disputing parties in their discretion. The parties acknowledge that the following conditions apply to such arbitration: (1) arbitration is final and binding on the parties; (2) the parties are waiving their right to seek remedies in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; and (4) the Arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of rulings is strictly limited. Judgment upon such arbitration award may be entered in any court having jurisdiction over the parties or their assets.
(c) If any arbitration, legal action or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the substantially prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding (and any additional proceeding for the enforcement of a judgment) in addition to any other relief to which it or they may be entitled.
7. LEGAL COMPLIANCE.
Buyer agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Buyer’s acquisition of the Interests, use of the Site, and services including information dissemination, purchases and solicitation of offers to purchase the Interests.
The Company may monitor the content of the Site at all times, including your activities on the Site, for any reason whatsoever, including to review compliance with operating rules established by the Company, as well as any applicable laws, rules, or regulations.
The Company may terminate this Agreement at any time. Without limiting the foregoing, the Company shall have the right to immediately terminate any usernames or passwords of Buyer for any reason whatsoever, including in the event of any conduct by Buyer which we consider to be unacceptable (in our discretion), or in the event of any breach by Buyer of this Agreement.
You acknowledge and agree that these policies may be changed from time to time and are effective immediately after being posted to the Site.
11. ENTIRE AGREEMENT.
This Agreement, together with all applicable agreements, registration forms, and documentation executed or completed by you and/or the Company, if applicable, constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held to be invalid or unenforceable, such provision of this Agreement shall be struck and the remaining provisions shall be enforced. Buyer agrees that this Agreement and all incorporated agreements may be automatically assigned by the Company, in its sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Failure to act with respect to a breach by Buyer or others does not waive the Company’s right to act with respect to subsequent or similar breaches. Sections 3, 4, and 6 shall survive any termination or expiration of this Agreement.