AUCTION SELLER TERMS

These Auction Seller Terms ("Auction Seller Terms") govern your access to and use of MachineryPete Web Sites as an Auction Seller. These Auction Seller Terms are and shall be incorporated into the Terms of Use found at https://www.machinerypete.com/service/terms. All terms used (including capitalized terms) and not defined herein shall have the meanings ascribed to them in the Terms of Use.

1. Exclusivity. MachineryPete Web Sites shall be the exclusive listing for any Posted Equipment that you post or list on MachineryPete Web Sites as an Auction Seller. You and your User Materials shall not offer for sale or sell Posted Equipment in any other manner until the earlier of: (a) the date the Posted Equipment is auctioned or sold through MachineryPete Web Sites; or (b) the date on which the auction with the Posted Equipment expires.

2. Fees. You agree to pay Company its then-current fees for your use of MachineryPete Web Sites.

3. Posted Equipment. You, the Posted Equipment and your User Materials describing Posted Equipment will comply with all laws, rules and regulations. Your User Materials describing the Posted Equipment will be complete and accurate. You acknowledge and agree that: (i) you will not list any Posted Equipment through MachineryPete Web Sites that are illegal to use, possess, auction or sell under any applicable law, rule or regulation; (ii) your User Materials describing Posted Equipment will not contain links to or a description of other items not listed via MachineryPete Web Sites or any other websites; (iii) you will make the Posted Equipment available to the highest bidder on MachineryPete Web Sites; (iv) We reserve the right, in our sole discretion, to: (a) refuse to allow any item to be listed, at any time and for any reason; (b) withdraw any Posted Equipment from MachineryPete Web Sites; (c) amend the information in a Posted Equipment; or (d) cancel any proposed bid for Posted Equipment; (v) you will fully, completely, and accurately disclose all information relating to your Posted Equipment; (vi) Posted Equipment and all User Materials depicting Posted Equipment must be actual items and not examples or samples of items; (vii) you will not artificially manipulate the sales price of any Posted Equipment; (viii) you are solely responsible for Posted Equipment; (ix) once Posted Equipment is posted on MachineryPete Web Sites, you will not operate, lease, rent, modify, alter, sell, transfer or dispose of such Posted Equipment until completion of the auction on MachineryPete Web Sites, or permit any party to do any of the foregoing; (x) all images of Posted Equipment will be images of the actual Posted Equipment for sale and not stock images or images of similar equipment; and (xi) you will not charge any Bidder a buyer’s premium or additional purchase price above the winning bid in the applicable auction, subject to Bidder’s obligation to pay reasonable additional costs and expenses incidental to the purchase of the Posted Equipment (ex. shipping) as expressly set forth in Auction Seller’s Terms and Conditions.

4. Auction Seller’s Terms and Conditions. Auction Sellers must post their own special terms of sale governing each particular auction ("Auction Seller's Terms and Conditions"), including, but not limited to, a detailed return policy and a privacy policy. As an Auction Seller, you agree to:

(i) comply with the Auction Seller's Terms and Conditions;

(ii) coordinate the purchase and sale of the Posted Equipment directly with the Bidder who is the winning bidder for the Posted Equipment;

(iii) ship any purchased goods or services in a timely manner upon receiving notice of payment;

(iv) respond to and resolve any and all buyer complaints in a timely manner;

(v) maintain a good account standing with us; and

(vi) comply with all applicable laws, rules, and regulations.

Auction Seller's Terms and Conditions are between you and a Bidder and are separate from these Auction Seller Terms. You are solely responsible for creating, reviewing and understanding any Auction Seller’s Terms and Conditions. We do not prepare, review, negotiate, or enforce any Auction Seller's Terms and Conditions. We do not represent or guarantee that any Auction Seller's Terms and Conditions will be enforceable against a Bidder or that any Bidder will comply with Auction Seller’s Terms and Conditions. We have no obligation to, and do not, impose or enforce Auction Seller's Terms and Conditions on any user of MachineryPete Web Sites. You will ensure that We are not a party to any Auction Seller’s Terms and Conditions.

5. Indemnification. In addition to the indemnification provisions set forth elsewhere in the Terms of Use, you agree to defend, indemnify, and hold harmless Indemnified Parties from and against any and all claims, actions, causes of action, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (i) hazardous materials associated with Posted Equipment or contamination resulting from any leakage, spills, or malfunction of Posted Equipment; (ii) deficiencies in the provision of documents required for the purpose of titling or registering any part of the Posted Equipment by any Bidder thereof; (iii) taxes or customs duties payable in respect of the Posted Equipment or any part thereof; (iv) deficiency in compliance with any applicable environmental rules or regulations related to the Posted Equipment; (v) any deficiency in compliance with any laws, rules or regulations concerning consumer protection, privacy, or taxes related to your use of MachineryPete Web Sites and any transactions with other users; (vi) deficiency in compliance with any applicable manufacturer or government restrictions related to Posted Equipment; and (vii) your Auction Seller's Terms and Conditions.

6. No Guarantee. We do not guarantee that Bidders will bid on Posted Equipment, that you will be able to sell Posted Equipment using MachineryPete Web Sites, or that you will be able to collect the purchase price from a Bidder who has a winning bid for Posted Equipment. We do not guarantee that your Posted Equipment will appear in any specific order in search results on MachineryPete Web Sites.

7. Warranties. You represent and warrant that any Posted Equipment placed by you: (i) are owned by you, or you have the legal right and authority to sell such Posted Equipment on behalf of the legal owner; (ii) are free and clear of any and all liens, encumbrances, security interests, and claims of third parties; (iii) are safe, in good operating condition, free of material defects, except as disclosed by you within the applicable listing; (iv) have not been modified or tampered with in any manner; and (v) have never been re-built, salvaged or glidered except as expressly disclosed by you within the applicable listing. You represent and warrant that: (a) you will not bid or make an offer, directly or indirectly, nor allow any other person to bid or make an offer on your behalf, by agency or otherwise, on your Posted Equipment or any part of your auctions; and (b) you have and shall maintain all applicable and necessary licenses, permits, permissions and authorizations to sell Posted Equipment, place Posted Equipment for sale and conduct auctions using MachineryPete Web Sites.

8. Encumbrances. You are solely responsible for making full disclosure to Bidders of any and all all registered and unregistered liens, security interests, tax or duty obligations or other encumbrances or contrary claims ("Encumbrances") that may exist on or pertain to Posted Equipment. You will warrant and defend title to Posted Equipment on behalf of the Bidder, its successors and assigns, against the all Encumbrances and claims and demands of all persons. If required, you shall be responsible for the payment of any independent appraisals and documentation fees required to release such Encumbrances and third party interests.

9. Conflicts. In the event of a conflict between the provisions set forth in these Auction Seller Terms and the Terms of Use, the Terms of Use shall prevail.