1. GENERAL TERMS AND CONDITIONS 1.1 Acceptance. Please read the AO Equipment & Machinery’s Online Auction Terms and Conditions (“Terms & Conditions”) carefully. By accessing www.aoequipment.com (“Website”) or by participating in an online auction, You signify Your consent to both these Terms & Conditions and the conditions of AO Equipment & Machinery’s Privacy Policy (“Privacy Policy”). These Terms & Conditions constitute a binding legal agreement between You as the user (“You”, “Your” or “Bidder”) and AO Equipment & Machinery, subsidiaries, and Our commonly owned affiliated companies (Collectively, “AO Equipment & Machinery”, “We”, “Us” or “Our”). These Terms & Conditions set forth the legally binding terms for Your use of the AO Equipment & Machinery’s services and shall apply to all users of the AO Equipment & Machinery’s Website. By using this Website, You agree to and are bound by these Terms & Conditions and also acknowledge that: (a) You have had the opportunity to review the tutorials regarding the use of AO Equipment & Machinery included in the Buying section; (b) You have either reviewed the tutorials and information or have chosen not to do so; and (c) You have had the opportunity to ask questions regarding the use of AO Equipment & Machinery by telephone or email and to have those questions answered. Additionally, by accepting these Terms & Conditions, you as the User acknowledge that AO Equipment & Machinery is not the Owner or Seller of items contained in these online auctions. However, AO Equipment & Machinery reserves its rights to enforce all terms of sale included in accordance with the Terms & Conditions. 1.2 Additional Terms. You may be required to agree to additional terms and conditions on a per online auction basis. These additional terms and conditions are located in the Auction Details on the online auction in which You choose to participate. These additional terms are hereby incorporated into the AO Equipment & Machinery’s Terms & Conditions as an integral part hereof. 1.3 Modification of Terms. AO Equipment & Machinery may modify these Terms & Conditions at any time and such modification shall be effective upon being posted onto the AO Equipment & Machinery Website. You agree to be bound to any changes to these terms when You use the Website after any such modification is posted. It is therefore important that You keep Yourself up to date with the Terms & Conditions and any changes to them. THESE TERMS AND CONDITIONS ARE LEGALLY BINDING AND IF YOU VIOLATE ANY PART OF THEM, AO EQUIPMENT & MACHINERY, AND/OR THE OWNER/SELLER MAY SEEK LEGAL RELIEF, INCLUDING BUT NOT LIMITED TO REPORTING YOUR CONDUCT TO APPROPRIATE LAW ENFORCEMENT ENTITIES. PLEASE NOTE THAT THESE TERMS INCLUDE AN AGREEMENT BY WHICH YOU INDEMNIFY AO EQUIPMENT & MACHINERY. 2. ACCESS AND USE OF THE WEBSITE 2.1 Website Access. AO Equipment & Machinery hereby grants You permission to use the Website as set forth in these Terms & Conditions, provided that: (a) You will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose and/or in a manner allowed by AO Equipment & Machinery; and (b) You will otherwise comply with the all terms or conditions set forth in these Terms & Conditions. 2.2 Use of the Website. You accept sole responsibility for all Your activities using the Website, including Your conduct on the Website and any and all content You may submit, post, or share via the Website. You may not use the Website for any unauthorized or illegal purpose. You further agree not to copy, reproduce, or publicly display any content from the Website outside the functions of the Website without first obtaining written permission from AO Equipment & Machinery and/or the Auction Manager. You will be responsible for ensuring that You do not violate any laws of Your jurisdiction. You will not upload or transmit viruses, worms, or any other destructive code. 2.3 Bidder Number and Password. (i) In order to access some features of the Website, You will have to create a Bidder Profile. You should never use someone else’s Bidder Profile without permission. You are responsible for maintaining the security of Your AO Equipment & Machinery Bidder Profile, password and any personal account information or purchase invoices. You are solely responsible and liable for the activity and purchases that occur under Your Bidder Number. You accept sole responsibility for keeping Your password secure. AO Equipment & Machinery will not be held responsible for Your losses caused by any unauthorized use of Your account; furthermore, you may be held liable for the losses to AO Equipment & Machinery or others due to such unauthorized use. (ii) It is AO Equipment & Machinery’s sole discretion to accept or decline the instructions of any individual who claims to be authorized to make direct changes to Your Bidder Profile account, so long as the person presents the appropriate account information. We shall not be responsible for the actions made by any individuals who misuse or misappropriate Your account information or other assets Using Your Bidder number, password, or other appropriate identifying information. If Your Bidder Profile account has been compromised, it is Your responsibility to notify Us immediately of any unauthorized use on Your account. 3. REGISTRATION 3.1 Registration. If You would like to participate in our online auctions, you must become a registered bidder and create a bidder profile. You agree to provide true, accurate, current, and complete information about Yourself and/or Your organization, as applicable, as requested during the registration process. 3.2 Requirements. By using the AO Equipment & Machinery’s Website, you represent and warrant that (a) all registration information is truthful and accurate; (b) You will maintain the accuracy of such information; and (c) You are 18 years of age or older and have full legal capacity to complete such contractual action without need for any additional approval or consents. If You do not qualify, you are not permitted to participate in our online auctions. 4. COMMUNICATION WITH YOU 4.1 Customer Service Contact. To contact Our Customer Service - please use any of the options listed below: 1. Contact Us by Email: support@aoequipment.com 2. Contact Us by Phone: +1 (614)945-4300 during the service hours of 9AM - 5PM (ET), Monday Through Friday. Please contact the Affiliate Company listed on the auction with specific questions about that auction. 3. Contact Us by Mail: AO Equipment & Machinery 6555 Busch Boulevard, Suite 250 Columbus, Ohio 43229 USA *Our service hours may be reduced during certain national and/or religious holidays. 4.2 Email Communication. AO Equipment & Machinery and our affiliates reserve the right to send messages to You to inform You of (a) Your Registration confirmation, Purchase Notification(s) and/or Past Due Notification(s); (b) changes or additions to the Website, the online auctions, the items, or these Terms & Conditions; or (c) any other matter related to the Website, the online auctions, the items, and/or these Terms & Conditions. Further, you consent to receive such emails at the email address You enter into Your Bidder Profile. 4.3 Telephone Communication. By agreeing to these Terms & Conditions, you acknowledge that We and/or our affiliates may contact You via telephone (either by a live person, automatic dialer, prerecorded message, or a combination of the foregoing) to discuss the Website, the online auctions, the items, or Your account and consent to such contact. Further, you consent to receive such phone calls at the telephone number(s) You enter into Your Bidder Profile. 4.4 Text Communication. You may opt-in to receive watchlist and outbid alerts by text message during the registration process or in Your Bidder Profile. By opting-in for this functionality, you consent to receive text messages by automated means from AO Equipment & Machinery. Allowing these text alerts is not a condition of purchase. This service is free from AO Equipment & Machinery; however, carrier message and data rates may apply. To take advantage of the AO Equipment & Machinery text messaging alerts, you must have a text messaging-enabled mobile device with a text messaging plan. The number for this device must be entered into the mobile phone text box in Your account information. All mobile carriers are supported. 4.5 Direct Mail Communication. AO Equipment & Machinery and Our affiliated companies may send You promotional details for Our services which We believe may interest You. If at any time you do not wish to receive these communications, please e-mail us at support@aoequipment.com. 5. WARRANTY OF ITEMS 5.1 Warranty of Items. (i)All items are sold AS IS, WHERE IS, with NO WARRANTY expressed or implied. All other guarantees of authenticity, expressed or implied, are hereby disclaimed. (ii)Dimensions given for the item(s) may be approximate measurements. (iii)Varied equipment may be joined for demonstration purposes. Do not assume a lot consists of more than one item simply because they are connected or pictured together. Please read the descriptions carefully to determine what is included in each lot. (iv)Although information has been obtained from sources deemed reliable, AO Equipment & Machinery makes no warranty or guarantee, expressed or implied, as to the accuracy of the information herein contained. It is for this reason that buyers should avail themselves of the opportunity to make inspection prior to the sale. The lot’s description is intended to provide general information of the equipment being offered and is subject to errors, omissions, additions or deletions. Items offered may or may not necessarily be sold as described and/or photographed in this sale. 5.2 Physical Condition of Items. AO Equipment & Machinery does our best to explain both the features and faults of an item within its description. We cannot ensure that our assessment of an item is the same as your assessment. 5.3 Working Condition of Items. AO Equipment & Machinery does not guarantee the working order of any mechanical device. 5.4 Equipment Safety Standards. Articles purchased may not incorporate approved activating mechanisms, operating safety devices or safety guards, as required by OSHA or otherwise. It is Purchaser’s responsibility that articles purchased be so equipped and safeguarded to meet OSHA and any other requirements before placing such articles into operation. Purchaser agrees to indemnify and hold AO Equipment & Machinery harmless from and against all claims and liabilities relating to the condition or use of the articles purchased or failure of user to follow instructions, warnings or recommendations of the manufacturer, or to comply with federal, state and local laws applicable to such articles, including OSHA requirements, or for proximate or consequential damages, costs or legal expenses arising therefrom. Buyer expressly assumes all responsibility to obtain all safety equipment and to meet all applicable local, state and federal laws, regulations and standards in removing any of the Purchased Items. 5.5 Technology Disclaimer. Buyer acknowledges and agrees that any sale is a sale of hardware items only and does not include any program code, software, firmware or data (“software”) whatsoever, in any form or medium, regardless of whether such software has been packaged with, installed on, integrated or imbedded into or otherwise included with the equipment. Any such software, and any copyrights, patents, trade secrets, trademarks or other intellectual property rights in such software and the equipment may be the property of the manufacturer of the equipment or one or more other third parties. No sale shall grant or convey to buyer any license or rights whatsoever in or to any such third-party software or intellectual property, and as a condition to any use thereof buyer agrees to obtain the appropriate licenses and authorizations from such third parties. 5.6 Inspection. The sole purpose of an Inspection period is to give You the opportunity to see the item(s) in person before placing a bid. Inspection Date(s) will occur at the sole discretion of the auction manager, and times and availability will vary. Refer to the Auction Details section for Inspection availability. Please contact the Auction Manager should you have any questions or concerns about the item(s) in an online auction. 5.7 Changes in Circumstances. All aspects of an online auction are subject to change without prior notice. AO Equipment & Machinery reserves the right to (a) add or remove items from an online auction; (b) split or combine lots; (c) make changes to the online auction ending times, inspection date and/or time, or Removal/Load Out date(s) and/or time(s); (d) cancel, suspend, extend, or reschedule an individual item and/or online auction event; or (e) take any other action AO Equipment & Machinery deems necessary to affect the fair conduct of a sale. 6. BIDDING INSTRUCTIONS 6.1 Binding Offer. Placing a bid constitutes a binding offer between You the Bidder and the Owner/Seller that cannot be rescinded or retracted. If the bid is accepted, you are contractually obligated to buy the merchandise at the price stated as Your bid, as well as pay all other applicable taxes and fees. 6.2 Participation. IT IS IMPORTANT THAT YOU FAMILIARIZE YOURSELF WITH THESE TERMS & CONDITIONS AND ALL OF THE AUCTION DETAILS FOR THE ITEMS IN WHICH YOU ARE INTERESTED PRIOR TO BIDDING ADDITIONALLY. ENSURE THAT THE AUCTION REMOVAL/LOAD OUT DATE(S) AND TIME WORKS WITHIN YOUR SCHEDULE BEFORE BIDDING. You can bid prior to the auction end time or bid while the auction is in the progress of closing. AO Equipment & Machinery cannot guarantee that You will be the winner of any item. 6.3 Placing a Bid. You can place bids in two ways: (1) manually by entering a standard bid using the My Bid function, then clicking the "Place Bid" button for each lot You would like to place a bid and/or (2) by using the Max Bid function. The max bid function is a feature that bids on a lot automatically for You even when You are not online or logged in, up to the dollar amount entered. You can read more about the Max Bid function and how all other bidding features operate in the "Buying" and “Glossary” sections of this Website. 6.4 Bid Increments. When placing a bid, bidding must increase by the following specified increments: CURRENT BID INCREMENT $1– $50 $1 >$50 – $500 $10 > $500 – $1,000 $25 > $1,000 – $50,000 $50 > $50,000+ $100 6.4 Bidding Records. Should a bid be placed within the last five minutes of a lot’s ending time, the ending time will automatically be extended to five minutes from the time that bid is placed. The timer will continue to extend in the same manner until the bidding activity has stopped. An item closes when the timer on the lot hits zero. The winning bidder of an item is the last Bidder the bid history recorded before the timer hits zero. 6.5 Bid Notifications. (i) Outbid Alerts can be enabled or disabled in Your Bidder Profile. Outbid notifications can be received via email, text message or both methods. The notifications are sent until the lot is closed. (ii) Purchase Notifications can be enabled or disabled in Your Bidder Profile. Purchase notifications are automated alerts to Winning Bidders after all lots for the auction have closed. If You feel You have won an item(s) and You have not yet received a Purchase Notification via email, please check Your SPAM/JUNK email folder. Should You need Your notification resent, please contact the Auction Manager. Because this notification can be disabled and the nature of email delivery is unreliable, you are responsible for all purchases whether your notification was received or not. Your Bidder Dashboard will display all OPEN INVOICES as soon as all of the lots have closed for a particular auction. 6.6 Bidding Errors. With each bid placed, you are asked to confirm the bid amount entered and agree to the terms of the auction. Should a mistake be made before the time the auction’s bidding is scheduled to end; You may request to have Your error corrected. AO Equipment & Machinery will have sole discretion over how or if this error will be corrected. Please submit Your request immediately through our Contact Us page or by calling customer service at 614-846-3300 or call the affiliate company assigned to the auction. However, if the mistake is made while the auction is closing, the bid will stand as entered. TIMELINESS OF BIDDING ERROR REPORTS - BIDS CANNOT BE REVERSED AFTER THE AUCTION HAS CLOSED – NO EXCEPTIONS WILL BE PERMITTED. 6.7 Collusion. In order to maintain an open and fair marketplace, Buyers are expressly forbidden and illegal from acting in collusion. Collusion includes making agreements concerning amounts to be bid and agreeing to bid or refrain from bidding on certain items in order to reduce competition in the marketplace. Buyers may have their bidding privileges terminated if they are found to be acting in collusion with other Buyers. By participating in this auction (whether you bid or not), you represent that you have not engaged in any collusive activity regarding this auction, and you agree to disclose any person with whom you have made an agreement regarding the bidding upon, or purchase of, any item auctioned. 7. PAYMENT 7.1 Payment Types. AO Equipment & Machinery accepts cash (USD), personal or company checks for a maximum value of $500, or VISA®, MasterCard®, Discover®, and American Express® as acceptable payment for items purchased. You may be required to present current identification (such as a valid driver’s license or state ID) at time of removal. AO Equipment & Machinery accepts cash payments in USD only. Items will not leave the auction premises until payment, including all applicable taxes and/or fees, has been made in full. Payment type restrictions for an entire auction or an individual item may apply; please read the Auction/Lot Details for additional terms. 7.2 Check Payment Restrictions. Personal or company checks must be made payable to the Affiliate. Personal checks will only be accepted by the Affiliate if the amount is under $500.00 USD. Exceptions will be at the sole discretion of the AO Equipment & Machinery affiliate. Approval from the Affiliate must be gained prior to bidding. The AO Equipment & Machinery affiliate companies have the right to assess a fee of $25 on all returned checks. 7.3 Buyers Premium & Sales Tax. If You are the successful Bidder, you agree to pay the amount of Your bid plus a 10% (ten percent) buyer’s premium and any applicable state and local sales taxes. 7.4 Tax Exempt. If You are a tax exempt Bidder, it is Your obligation to go to Your Bidder Profile and fill in Your tax exempt number. You will be contacted by Customer Service with further instructions to complete the tax exempt process. 7.5 Payment Instructions. Payment must be made in full by the end of the stated auction removal time. You may pay for Your invoices in one of two ways: (1) via the Online Checkout, or (2) in person at the auction. 1. Payment via the Checkout: Should You choose to pay through the Online Checkout, you can access the system from Your Bidder Dashboard. Click “View” to select and view an Open Invoice and then click “Pay Online”. To start the checkout process, select Your Removal/Loadout option from the drop-down menu: (a) Remove/Loadout Your items at the auction location; (b) Ship Your items; (c) Forfeit Your items. Once You submit Your payment, you will receive Your payment confirmation. Please note that not all removal options will be applicable for every auction and/or item. (i)Payment via the Online Checkout is restricted to the acceptable credit card payment types. (ii)For convenient and frequent use, you may save Your credit card payment method(s) in Your Bidder Profile. Tip: Store Your payment method before You checkout to ensure Your method is saved to Your account. AO Equipment & Machinery will never automatically charge the payment methods kept on file. It is safe to store Your payment methods on the AO Equipment & Machinery’s Website. Please read our Privacy Policy for all the ways We keep Your information safe. (iii)For more information about the online checkout process, you may visit our “Buying” section for a tutorial video or detailed instruction. 2. Payment in Person: Paying in person at the auction location allows for all forms of payment types outlined in the payment term 7.1. 7.6 Liability. Once the item(s) have been paid for by any means, You assume full risk and responsibility for the purchased item(s) unless otherwise noted as forfeited. 7.7 Time is of the Essence. If for any reason the Undersigned fails to pay the full amount of its invoice by the end of the stated removal date, and/or fails to remove all of its items on or before the date posted on Purchasers invoice, and/or fails to comply with any other terms and conditions of this Contract, all the items on the Purchasers invoice will be considered abandoned and the AO Equipment & Machinery and/or Owner in their sole discretion and without further notice to Purchaser may remove, dispose of, scrap, resell at public or private sale any or all the items and the Undersigned hereby agrees to pay to AO Equipment & Machinery and/or Owner, as applicable, any monetary mitigation deficiency and costs as a result thereof, including all removal, rent, lay and hold over fees. The bidder understands and acknowledges that there is sufficient consideration by both parties to perform, and that if payment in full is not made within the specific time outlined in the contract, the bidder is agreeing to be bound by a “consent judgment” and is violation and in default of contract. By participating, you are consenting to the terms of a judgment entered against you and are waiving your rights to any court hearing. In addition, relating to such disposition together with all charges, including attorney, court and legal fees, interest and any and all other expenses in connection with such disposition, plus a $500.00 per diem administrative fee per item until such item(s) is (are) removed. The Undersigned agrees that the AO Equipment & Machinery may retain all deposits previously received and apply such deposits to any such deficiency without further notice to Purchaser. Purchaser hereby agrees that “time is of the essence” in regards to this Contract regarding payment of its invoice and removal of its items. For purposes of clarity, Purchaser further acknowledges and agrees AO Equipment & Machinery and/or Owner will be monetarily damaged for the subsequent disposal of any item(s) for any reason and that the Purchaser will be responsible to pay AO Equipment & Machinery and/or Owner for all of the above and any other such monetary mitigation deficits, damages known and unknown, and any and all other cost of AO Equipment & Machinery and/or Owner to collect and enforce this Contract. Any monetary deficiencies to the AO Equipment & Machinery and/or Owner become the debt of the Undersigned. 8. Hazardous Materials 8.1 Hazardous Materials. Buyer shall assume that hazardous materials may have been used in the Equipment and that it may not have been completely removed. Buyer shall ensure that people coming in contact with the Equipment use proper protective equipment and clothing until the actual condition of the Equipment is determined. Buyer acknowledges having been notified that proper protective gear and clothing, and proper safety methods should be used at all times when handling and/or using the Equipment. If applicable, Material Safety Data Sheets for the hazardous materials listed will be provided upon written request. Buyer, for itself and for any other recipient on Buyers behalf, agrees that in the event the Equipment is transferred to a third party prior to being used by the Buyer or other recipient, Buyer will attach disclosure information, if applicable, to the Equipment and to the documentation covering the transfer of the Equipment. Buyer agrees to require that the disclosure information be continuously passed on to subsequent recipients until the Equipment has reached the final recipient or end user. Buyer agrees that in the event any purchased items contain Hazardous Materials, Buyer shall be responsible for disposing of such Hazardous Materials. Buyer agrees to provide AO Equipment & Machinery with evidence that Buyer or its representatives are licensed for such removal and shall comply with all applicable local, state and/or federal rules, laws and regulations. AO Equipment & Machinery, or its representatives shall not be responsible for containment, storage or removal of any Hazardous Materials. Buyer shall indemnify, defend and hold AO Equipment & Machinery harmless with respect to all costs, expenses, liabilities, damages or claims, including attorneys’ fees, asserted by any person, entity or governmental agency or against AO Equipment & Machinery directly or indirectly relating in any manner to any hazardous or toxic materials which may be regulated under applicable laws, rules or regulations and which relate in any way to the dismantling and removal of any purchased item. AO Equipment & Machinery shall in no event be obligated to sell any item which contains any hazardous materials or to incur any costs or expenses relating in any manner, either directly or indirectly to any hazardous materials. Buyer shall be responsible for any and all remediation costs relating to the dismantling and removal of any purchased item containing hazardous materials, whether or not such hazardous materials were known to Buyer prior to Buyer’s purchase, as Buyer is expected to have conducted all necessary due diligence to assess and determine the presence of hazardous materials within purchased items. Buyer will not bring any Hazardous Materials onto the premises. 9. Removal, Rigging, Forfeit, and/or Shipping/Export 9.1 Removal/Loadout Policies. (i)You must pick up your merchandise at the specified auction location during the scheduled Removal/Loadout time. Refer to Your purchase notification or auction invoice for specific Removal/Loadout instructions. Any item NOT removed by the set time will be considered abandoned unless separate accommodations have been made with the auction manager prior to the Removal/Loadout start time. (ii)Removal shall be at the expense, liability, and risk of the purchaser. You are responsible for bringing Your own boxes and/or packing materials, and/or moving equipment and/or any tools necessary to disassemble and safely remove items without assistance from the AO Equipment & Machinery team on location. (iii)Purchases will be released upon Your payment made in full of the entire invoice balance due. (iv)If You are sending movers or anyone else on Your behalf to remove/loadout Your items, please insure that they have the full payment due upon arrival or a paid receipt at the Removal/Loadout location. Otherwise, no items will be released. 9.2 Risk To Person And Property All persons entering the Auction premises acknowledge that an auction site is a potentially dangerous place, which includes the operation of equipment and access to certain lots and areas that may be inherently dangerous. Every person, which includes, but is not limited to the Buyer, as well as Buyer’s representatives, AO Equipment & Machinery’s and associates, who enter the auction site, before, during and after the auction sale shall be deemed to be there at their own risk with notice of the condition of the premises, the activities on the premises and the conduct of any third parties and shall so advise their AO Equipment & Machinery’s, employees and associates. No person shall have any claim against AO Equipment & Machinery, Seller or Landlords, or any of their respective AO Equipment & Machinery’s, employees or principals at any Sale Site, for any injuries sustained nor for damages to or loss to persons or property which may occur from any cause whatsoever. AO Equipment & Machinery, Seller and Landlords, as well as their AO Equipment & Machinery’s, employees or representatives, shall not be liable by reason of any defect in or about the condition of the premises on which the auction is held. Buyer specifically releases AO Equipment & Machinery, Seller and Landlords, as well as their AO Equipment & Machinery’s and representatives from all liability thereof. 9.3 Rigging Whenever third-party riggers are required for the removal of an individual lot(s), there will be a PDF at lot level with additional terms and approved rigger requirements. Some lots may require removal by professional riggers. When so there will be additional terms and stipulations made available at the lot level via a PDF including insurance requirements. 9.4 Forfeit Policies. If You are unable to make it to the Removal/Loadout location at the specified time, You may choose to Forfeit Your items without jeopardizing Your bidding privileges. In the Online Checkout, please choose the “Forfeit” option to pay for Your items and OPT OUT of claiming them. AO Equipment & Machinery has the right to resell, remove, or dispose of the item(s) You choose to forfeit. 9.4 Shipping Policies. (i)Shipping availability for an item is stated in its Item Details. To request shipping, You may either (1) Contact the auction manager directly, or (2) Simply note “shipping” as Your Removal/Loadout option while submitting Your payment through the Online Checkout. The AO Equipment & Machinery affiliate will use reasonable efforts to provide a shipping quote within 24 hours. Payment for your shipping quote must be made in full before items will be shipped. AO Equipment & Machinery assumes no liability for any damages to item(s) that may occur during the shipping process. Any shipping claims should be made directly with the shipping carrier. (ii)You are also welcome to make Your own arrangements to have Your items picked up and shipped by the agent of your choosing. However, this must take place during the scheduled pick up times and AO Equipment & Machinery must receive payment for your invoice amount prior to releasing Your items. 9.6 Export Law Compliance. Buyer is responsible to obtain proper licenses, where required for the export of any items that are considered controlled commodities and which are restricted from export outside of the United States without proper export licenses. Buyer further agrees to fully comply with all applicable export control laws, regulations, rules, and orders of the United States and all other applicable jurisdictions, and will not export, re-export, release, or transfer (collectively "export"), directly or indirectly, any Equipment, or enter into any transactions, for any proscribed end-use, or to or with any proscribed country, entity, or person (wherever located), including but not limited to those entities and persons listed on the U.S. Government's Denied Persons List, Unverified List, Entity List, Debarred Parties List or Specially Designated Nationals List, without first obtaining at its own expense written authorization from the U.S. Government. AO Equipment & Machinery will have the right to cancel any sale at any time in the event it determines, in its sole discretion, that the sale does or may violate applicable U.S. export control or similar laws. 10. Termination 10.1 Termination. AO Equipment & Machinery reserves the right, at its sole and absolute discretion, to permanently terminate Your access to Your account at any time effective immediately, with or without notice, if We determine or suspect You have violated these Terms & Conditions, any laws, or the rights of other users or third parties. In the event of termination by AO Equipment & Machinery in connection with Your breach of these Terms & Conditions, AO Equipment & Machinery may pursue any remedy that may be available, at law or in equity, with respect to such breach. Regardless of the reason for any termination, You agree that if AO Equipment & Machinery, in good faith and in its sole discretion, determines that You have breached these Terms & Conditions, AO Equipment & Machinery may cancel all current bids placed, withhold merchandised not picked up, or otherwise retain any and all of Your pending transfers and/or shipped merchandise. Upon a termination You agree to pay AO Equipment & Machinery for all outstanding unpaid invoices through the date of termination. 11. Indemnification 11.1 Indemnity. You agree to indemnify, defend, and hold AO Equipment & Machinery and its members, managers, directors, employees, agents, affiliates, licensors, and other partners (collectively, the "Indemnified Persons") harmless from any loss, cost, expense, liability, claim, or demand, including reasonable attorneys' fees, suffered by any Indemnified Persons due to, arising out of, or in connection with (i) Your use of AO Equipment & Machinery or any of the services offered by AO Equipment & Machinery, (ii) any violation of these Terms & Conditions by You or any person acting in collusion with You, (iii) any violation of applicable law or court order by You, and (iv) any negligence or willful misconduct by You. 12. Events Beyond Control 12.1 Interruption of Service. AO Equipment & Machinery shall not be responsible for any interruption in service, errors, and/or omissions caused by any means and does not guarantee continual, uninterrupted or error free service or use of the Website. With current technology, it is not possible to develop and operate computer programs (software) and data processing systems (hardware) entirely without error, or to rule out any unpredictable events in connection with the Internet. You acknowledge that this auction is conducted electronically and relies on hardware and software that may malfunction without warning. In the event of any malfunction relating to the Website, We, in Our sole discretion, may void any sale, temporarily suspend bidding and/or re-sell any item/lot affected by any malfunction. The decision of AO Equipment & Machinery shall be final. 12.2 Temporarily Suspended Auctions or Lots. When an online auction or lot needs to be temporarily suspended, the current bidding price and the current highest Bidder will be recorded. Temporarily suspended auctions and lots will be clearly indicated when applicable. 12.3 Liability Regarding Unforeseeable Events. Under no circumstances shall AO Equipment & Machinery be held liable for any delay or failure in this Website and/or information on the Website directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of AO Equipment & Machinery. This includes, but not limited to, any third party associated with AO Equipment & Machinery or the services provided by AO Equipment & Machinery. 13. Trademark 13.1 Trademark. The trademarks, logos, characters and service marks (collectively "Trademarks") displayed on the Website belong to AO Equipment & Machinery or are used with permission. Nothing contained on this Website should be construed as granting any license or right to use any Trademark displayed on this Website. Your use/misuse of the Trademarks displayed on this Website, or any other content on this Website, except as provided in these Terms & Conditions, is strictly prohibited. You are also advised that AO Equipment & Machinery will aggressively enforce its intellectual property rights to the fullest extent of the law. 14. Affiliates 13.1 Established Affiliates. AO Equipment & Machinery may, from time to time, give general guidance to its affiliates, in the daily operation of its business affairs and assist in marketing through the use of its website www.auctionohio.com. However, each Affiliate remains its own separate entity and is independently owned and operated. 15. Governing Law 15.1 Governing Law. These Terms & Conditions and their interpretation shall be governed by the laws of the state of Ohio. Auctions with ONLINE ONLY bidding are not subject to the Auction statute (4707) and are not under the supervision of the Department of Agriculture. Any suit relating to these Terms & Conditions shall be brought to the Court of Common Pleas in the county in which the auction is conducted. Any controversy or claim arising from or relating to these Terms & Conditions, or breach thereof, shall be settled through the America Arbitration Association or any substantially similar association in the appropriate jurisdiction, and judgement on the decision rendered by the arbitrator, may be entered in any court having jurisdiction therefor. In any litigation, arbitration, or other legal proceeding which may arise between any of the parties hereto, the prevailing party shall be entitled to recover its costs and expenses, including costs and expenses of arbitration, court costs, and expenses incurred on appeal, and reasonable attorneys’ fees incurred in any dispute through arbitration and appeal of and final judgement in addition to any relief to which such party may be entitled.