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Terms of Use


Terms of Use and Purchase

Welcome to IPbidders.com by Hilco Streambank. These Terms of Use and Purchase (“Terms of Use”) are an ongoing contract between you (“User” or “you”) and Hilco IP Services LLC d/b/a Hilco Streambank (“Hilco Streambank” or “we”) and apply to your use of Hilco Streambank’s online marketplace located at http://www.IPbidders.com (the “Site”), hosted and configured by B-Stock Solutions, Inc. (“B-Stock”). These Terms of Use will govern your use of the Site and your purchase of internet protocol version 4 addresses (“IPbidders Addresses”) from the Site. By checking the “I agree to the Terms of Use” box each time you log into the Site, you are accepting and agreeing to be bound by these Terms of Use. Hilco Streambank reserves the right to modify these Terms of Use at any time, with or without prior notice to you. For this reason, we encourage you to review the Terms of Use whenever you use the Site. Additionally, specific listings on the Site may contain specific terms and conditions that conflict with these Terms of Use. To the extent that there is such a conflict, the specific lisiting terms will prevail.

Use of this Site

By accepting these Terms of Use, you certify that you are 18 years of age or older. All billing and registration information provided must be truthful and accurate. Providing any untruthful or inaccurate information will constitute a breach of these Terms of Use. By placing a bid on the Site you are entering into a binding contract. All bids are active until the listing ends. If you win a listing, you are obligated to purchase the items in the listing. In addition, by placing a bid, you agree and acknowledge that we are permitted to share your information, including without limitation information about your winning bid(s), with the seller of the IPbidders Addresses for which you bid (“Seller”), and any other entity to the extent required to complete the transaction. Hilco Streambank reserves the right to refuse use of the Site and services to any one at any time for any reason without notice or explanation.

Site Security

Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (i) accessing data not intended for User or logging onto a server or an account which User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any other user of the Site, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mailbombing" or "crashing"; (iv) sending unsolicited email, including promotions and/or advertising of products or services; or (v) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability. Hilco Streambank will investigate occurrences that may involve such violations, and cooperate with law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from B-Stock on this Site and other than generally available third party web browsers (e.g., Mozilla Firefox and Microsoft Explorer).

Auction Process

IPbidders Addresses will be sold on this Site via an online auction process (“Auction”). Auctions may occur through the competitive bidding process described below or through a purchase of IPbiddersAddresses via bidding the set sale price, according to the sale process set forth for the Auction at IPbidders.com. If User wishes to bid on a block of IPbidders Addresses in a competitive bidding process, User will be required to enter a bid amount. For the bid to be eligible for the Auction, the bid must be: (i) in an amount equal to or higher than the bid listed as the minimum opening bid and the current winning bid, as applicable; (ii) in the bid increments set forth on the bid page(Bids under $10,000 will be subject to a minimum bid increment of $50. Bids in excess of $10,000 but less than $20,000 will have minimum increments of $100.  Bids in excess of $20,000 will have minimum increments of $250. Bid increments are subject to change at any time); and (iii) placed before the scheduled expiration time for such Auction, including any additional time added for an Extended Auction (“Extended Auction” shall mean an Auction where, if a bid is entered within the final 5 minutes of the original expiration time, the Auction will be extended by2 minutes. If a bid is then placed before the extended 2 minutes elapses, the Auction will be extended again for 2 minutes and the listing will continue to be extended until there are no new bids placed within the final 2 minutes of the Auction). If a bid is deemed the winning bid, a notification will be presented via email (the “Email Notification”) at the email address User provided during account registration, as updated by User when necessary. It is the responsibility of User to keep the email address current and to timely check email to determine if User is the holder of the winning bid for any Auction in which User participated. Hilco Streambank is not responsible for the failure of an Email Notification to reach a winning bidder for any reason, including, but not limited to, technical problems or other system error.

Diligence

After registering for the Site and completing a non-disclosure agreement (“NDA”), User will be able to access the information needed to diligence the IPbidders Addresses listed for Auction. If additional information is needed by User for its diligence process, User shall contact Hilco Streambank. User must complete any diligence required by User or User’s company for the purchase of IPbidders Addresses prior to bidding in an Auction on this Site. By participating in any Auction on this Site by placing a bid, User acknowledges that it has completed any necessary diligence on the IPbidders Addresses for which User has bid.

Bidding and Buying

User must honor all successful bids placed in any Auction on this Site, and User is obligated to complete the transaction with Hilco Streambank and Seller. Bids are not retractable except under circumstances deemed appropriate by Hilco Streambank. Bid manipulation in any form, and for any reason is strictly prohibited.

Winning Bids; Purchase Price

If User’s bid is deemed the winning bid at the end of the Auction for certain IPbidders Addresses (“Addresses Won”), user will become the winning bidder (“Winning Bidder”). User agrees that upon being named the Winning Bidder to promptly purchase the Addresses Won pursuant to the terms and instructions set forth in this Terms of Use, the Email Notification, and otherwise provided on the Site or agreed to between the User, Seller and Hilco Streambank. Within three (3) business days of being named the Winning Bidder, Winning Bidder must wire the purchase price (the “Purchase Price”) as instructed in the Email Notification. If Winning Bidder fails to pay the Purchase Price within five (5) business days of when the Email Notification is sent by Hilco Streambank, Hilco Streambank may, at its sole discretion or in consultation with the Seller, contact the next highest bidder in the Auction and offer to sell the Addresses Won to such bidder at such bidder’s bid price, or post the Addresses Won on this Site for sale in a new Auction. Notwithstanding the foregoing, Hilco Streambank and Seller shall maintain the right to enforce the terms of this Terms of Use and/or seek any other available remedy.

Closing Procedures

The following closing procedures shall apply to all purchases of IPbidders Addresses via IPbidders.com: 1. Within three (3) business days of being named the Winning Bidder, Winning Bidder must wire the Purchase Price as instructed in the Email Notification to be held in escrow pending transfer of the Addresses Won as described herein. 2. Within three (3) business days of confirmation from Hilco Streambank of receipt of the Purchase Price, Seller shall initiate the RIR, NIR or Inter-RIR transfer process by submitting the necessary transfer request to the relevant Regional Internet Registry (“RIR”) and/or National Internet Registry (“NIR”). Winning Bidder shall cooperate with Hilco Streambank and Seller to provide all information reasonably necessary for Seller to submit the transfer request. 3. Both Seller and Winning Bidder shall cooperate with the relevant RIR(s) and/or NIR(s) in a timely manner and provide all information reasonably necessary to receive RIR and/or NIR approval for the transfer. Seller shall respond to all RIR and/or NIR requests for information or signed documents within three (3) business days. 4. Winning Bidder shall pay all RIR and/or NIR transfer fees required to successfully complete transfer of the Addresses Won into Winning Bidder’s RIR or NIR account. 5. Upon confirmation of the completed transfer from the Winning Bidder’s RIR or NIR and updated registration in the Winning Bidder’s RIR or NIR registry, Hilco Streambank shall (i) release the Purchase Price to Seller, less Hilco Streambank’s commission, and (ii) release the signed Assignment of Assets to Winning Bidder. 6. In the event of any dispute between the Winning Bidder and Seller regarding the release of the funds hereunder, Hilco Streambank may hold the funds and Assignment of Assets pending resolution by a court of proper jurisdiction in accordance with this Terms of Use or agreement by both Winning Bidder and Seller.

Deposits and Regional Internet Registry Approval of Transfers

All transfers of IPbidders Addresses will be subject to RIR approval (“RIR Approval”). Users are encouraged to apply for pre-approval (“Pre-Approval”) with their local RIR to receive the desired amount of IPbidders Addresses prior to bidding in an Auction; however, Pre-Approval is not required to participate in an Auction. Five hundred dollars USD ($500.00) of the Purchase Price shall be considered the deposit (the “Deposit”). If Winning Bidder is unable to receive RIR Approval to receive transfer of the Addresses Won within forty five (45) days being named the Winning Bidder, Hilco Streambank and Seller reserve the right to cancel the sale of the Addresses Won to Winning Bidder, and Hilco Streambank and Seller may retain the Deposit. User agrees that if User is unable to receive RIR Approval within forty five (45) days of being named the Winning Bidder, User forfeits any and all rights to the Deposit, and that Hilco Streambank and Seller may keep the Deposit. Provided, however, that if Winning Bidder does not receive RIR Approval within forty five (45) days of being named the Winning Bidder, Winning Bidder may instruct Hilco Streambank to release payment from Escrow to the Seller and thereby extend the period of time to obtain RIR Approval for an additional two (2) years (the “Extension Period”) subject to the continued existence of the Seller’s business as an entity capable of transferring the Addresses Won under RIR policy, during which time Seller shall not transfer the Addresses Won to any other party or use the Addresses Won. During the Extension Period Winning Bidder may either continue to seek RIR Approval or designate an approved third party capable of receiving RIR Approval to accept the Addresses Won. If transfer of the Addresses Won into Winning Bidder’s RIR or NIR account does not occur within forty five (45) days of the close of the Auction due to delays caused solely by the Seller, Winning Bidder may cancel the Sale of the Addresses Won. Winning Bidder may then elect to either have the entire Purchase Price returned to Winning Bidder or credited to Winning Bidder’s account and applied to future purchases at IPbidders.com. User further agrees that User will use its best efforts to cooperate with its RIR throughout the RIR Approval process, promptly respond to all RIR inquiries, and sign any reasonably necessary agreements with the RIR to receive transfer of the Addresses Won, including RIR membership agreements and registration service agreements. User agrees that it will be responsible for all RIR transfer fees.

Cancelled Bids and Purchases

Hilco Streambank asserts that there may be certain bids or purchases that may not be accepted or companies from whom Hilco Streambank or Seller is not able to accept bids. Hilco Streambank reserves the right to cancel these bids or orders. Hilco Streambank reserves the right, at its sole discretion or the discretion of the Seller, to refuse or cancel any bid or purchase for any reason. Situations that might result in the cancellation of a bid or purchase could be, but are not limited to: (a) Submitted data inaccuracies (b) Errors in product or bid information (c) Credit or fraud alerts Hilco Streambank checks for accuracy in the IPbidders Address listings and bid information, but occasionally, errors may occur. In the event of an error Hilco Streambank reserves the right to cancel a purchase or remove an IPbidders Address offering from inventory without liability. Breach of Terms of Use If you fail to comply with any term or condition in this Terms of Use, Hilco Streambank may immediately terminate your account, deactivate your password, and seek any other remedy available to Hilco Streambank or its affiliates.

No Warranties

All sales are final, on an "As-Is, Where-Is", "In Place", "With All Faults" basis with no conditions or warranties either expressed, implied, statutory or otherwise, including, without limitation, warranties or conditions as to title, description, fitness for a particular purpose, quantity, quality, merchantability, state, condition, location or otherwise, provided, however, that upon closing of any transaction (after RIR approval of the transfer) registration of the Addresses Won with the appropriate RIR shall be fully transferred to the Winning Bidder. Please conduct any due diligence inspection of the assets before bidding. If parties require any information regarding the assets prior to the auction please contact Hilco Streambank at 212-610-5679. Hilco Streambank shall have no liability for any description error of any article or lot whether contained in a catalog, advertisement or otherwise. Descriptions have been prepared for guidance purposes only and shall not be relied upon by User for accuracy or completeness. User shall be deemed to have relied entirely upon its own inspections and investigations.

Availability of Site

While Hilco Streambank and B-Stock endeavor to ensure that the Site is normally available 24 hours a day, Hilco Streambank and B-Stock shall not be liable if for any reason the Site is unavailable at any time or for any period. Access to the Site may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Hilco Streambank and B-Stock’s control. Hilco Streambank reserves the right to relist or adjust bidding periods on any auction due to a system malfunction. Indemnification You agree to defend, indemnify and hold harmless Hilco Streambank and its affiliates from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to your use of the Site or any breach by you of these Terms of Use.

Limitation of Liability

Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall Hilco Streambank or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable to you or to any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with the use of or inability to use the Site, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of Hilco Streambank has been advised of or should have known of the possibility of such damages. In no event will Hilco Streambank be liable for any damages in excess of the fees paid by you in connection with your use of the Site during the six month period preceding the date on which the claim arose.

Disclaimer

This Site is provided by Hilco Streambank on an "as is" and "as available" basis. Hilco Streambank makes no representations or warranties of any kind, express or implied, as to the operation of the Site or the information, content, materials, or inventory products offered on this Site. To the full extent permissible by applicable law, Hilco Streambank disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Hilco Streambank disclaims any and all warranties, express or implied, for any inventory products offered on this Site. You acknowledge, by your use of the Site, that your use of the Site is at your sole risk. This disclaimer constitutes an essential part of these Terms of Use.

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