This User Agreement, along with any documents expressly incorporated by reference herein (collectively the "User Agreement" or the "Agreement"), is entered into by and between ZOOMWAREHOUSE Online Vehicle Auction, ("ZOOMWAREHOUSE") and you (collectively, “You”, “Your", or “User"). The terms contained within this Agreement govern Your access to, and use of, ZOOMWAREHOUSE Online Vehicle Auction website (“Website”), including any content, functionality, goods, or services offered on or through Website regardless of whether You are a guest or registered user of Website. Please read the terms of this Agreement carefully before You start or resume use of the Website.
By registering on the Website, placing bids, or otherwise accessing and using the Website, You hereby accept and agree to be bound and abide by this Agreement. If You do not want to agree to the terms of this Agreement, You must not access or use the Website. . Further, by using the Website or any other ZOOMWAREHOUSE services, You are agreeing to any and all ZOOMWAREHOUSE policies and terms and conditions, which ZOOMWAREHOUSE may post on the Website from time to time.
ZOOMWAREHOUSE has the right to amend and update the terms of this Agreement, at any time, in its sole discretion. All amendments to the Agreement shall be effective immediately upon posting them on the Website, unless otherwise noted. You acknowledge that Your access and use of the Website subsequent to such amendments, constitutes Your acceptance of the Agreement, as amended. You are expected to check this page each time You access the Website so You are aware of any changes to the foregoing, as they are binding on You.
You must be a registered user and agree to all terms and conditions to be eligible to use the Website. You must be at least 18 years of age and be able to form legally binding contract(s) under the laws of the state in which You reside in order to access and utilize the Website. By registering on the Website, You hereby represent and warrant that You are of legal age, meet all other eligibility requirements specified herein, and have not been disallowed or restricted from using ZOOMWAREHOUSE's Online Vehicle Auction.
To gain access and submit bids to purchase vehicles on ZOOMWAREHOUSE's Online Vehicle Auction, You must complete the registration form located on the Website. ZOOMWAREHOUSE does not charge any fees to register as a user or to bid on vehicles listed in the online auctions on the Website. By entering the requested registration information and selecting a user name and password, You agree that the information You supply is, and will continue to be, accurate and complete. You shall not register under, nor attempt to place bids using, a fake name or the name of another person or company. ZOOMWAREHOUSE reserves the right to prevent use of a user name it deems inappropriate or offensive in nature. Further, ZOOMWAREHOUSE has the right to disable any user name, password, or otherwise cut off access to the Website, at any time, if ZOOMWAREHOUSE determines that You have violated any provision of this Agreement. As a registered user, You are solely responsible for maintaining the confidentiality of Your user name and password and for all actions of persons accessing this site by any user names/passwords assigned and registered to You. ZOOMWAREHOUSE reserves the right to change, restrict access, suspend or discontinue the Website or any portion of its Online Vehicle Auction, at any time, in its sole discretion. ZOOMWAREHOUSE shall not be liable if, for any reason, all or part of the Website is unavailable for any period of time.
ZOOMWAREHOUSE is an online marketplace where companies and government entities can post their inventory of used vehicles and equipment (collectively, “Vehicles”) for sale to public buyers and dealers using ZOOMWAREHOUSE’s streamlined purchasing process. Through the Website, ZOOMWAREHOUSE provides a variety of features and services to its registered Users, including:
Further, You understand that ZOOMWAREHOUSE is a neutral third-party facilitator in the vehicle auction process and merely provides a platform for sellers and buyers to engage in the sale and purchase of vehicles. As such, ZOOMWAREHOUSE does not control or monitor the price or any other terms of any sale offered through its Website and that these are strictly within the control of the Seller of that Vehicle. Although ZOOMWAREHOUSE does not monitor every listing posted on the Website, it reserves the right, but assumes no obligation, to delete, move, or edit any listings or postings submitted by Sellers or other third-parties.
Most vehicles are posted in an open-bid forum where any registered User can submit a bid. You are also able to establish a proxy bid where Your bid will automatically increases incrementally above the highest bid until You either win the bid, or the price reaches Your maximum bid amount. Some Vehicle postings will also have a "Buy It Now" option which allows Users to purchase a Vehicle for the listed price without participating in an auction. Once a bid has been submitted, or the “Buy It Now” option has been exercised, the bid or option cannot be retracted, deleted, or cancelled. However, ZOOMWAREHOUSE reserves the right to reject or void bids, offers, or a “Buy It Now” options, at any time, and for any reason whatsoever, in its sole and absolute discretion. ZOOMWAREHOUSE is not be responsible for any cancelled bids or otherwise retracted offers. ZOOMWAREHOUSE advises Users to qualify for a loan before placing a bid, however, Users are not required to be pre-approved for a loan to bid on Vehicles.
The descriptions, pictures and other representations of products on the Website may contain inaccuracies and/or errors (including, without limitation, the title status of the Vehicle, the general status of the Vehicle, the mileage and anything else related thereto). ZOOMWAREHOUSE and its affiliates do not make (or attempt to make) any guaranty, warranty or representation with respect to the accuracy or completeness of any such information. Prior to bidding on and/or buying any Vehicle on this site, You should conduct Your own research and inspection (where permitted) of the Vehicle and any and all information regarding the condition and history of the Vehicle. You acknowledge that prices and descriptions of the Vehicles posted on the Website may change at any time, with or without notice, pursuant to the sole discretion of ZOOMWAREHOUSE.
In the event You are awarded the highest bid or submit a purchase offer through the "Buy It Now" option, You are unconditionally obligated to complete the transaction in accordance with the conditions of sale for that Vehicle. The User who submits the winning bid or accepted purchase offer (hereinafter referred to as the “Buyer”) will be notified via email with additional information relating to terms of sale and specific payment instructions. Upon receiving this notice, the Buyer must submit a non-refundable deposit of $500 to secure the purchase of the Vehicle. If You fail to complete the transaction or otherwise breach the conditions of sale, You will be prohibited from participating in future online sales through the Website. Prices listed for online sale items exclude applicable sales fees (as stated on the Website), sales tax, finance charges, transportation, title, license, registration, emission testing and compliance fees, any or all of which will be added to the final sale price. Further, Buyers are responsible for all applicable sales tax, registration, licensing and other fees that may or may not be included in the final sales price, but are a requirement of applicable federal, state or local laws. Full payment of the final sales price, less any deposit previously submitted for such Vehicle, is required within 5 business days of the winning bid or accepted purchase offer notification (GSA payments due within 2 business days). ZOOMWAREHOUSE does not accept credit cards for any Vehicles purchased through the Website. Acceptable forms of payment include: Certified Cashiers Check, Money Order, Company Check (with Bank Letter guaranteeing funds). Checks shall be made payable to: ZOOMWAREHOUSE and shall be sent to the address listed in Your confirmed bid purchasing information.
Registered Users who place bids on the Website may be contacted by ZOOMWAREHOUSE to verify the authenticity of such User's identity. However, ZOOMWAREHOUSE is not always able to authenticate identities of anyone registering or using the Website. If a verification audit reveals that a User intentionally provided false or misleading information when registering or utilizing the Website, the User will be banned from further accessing the Website and such action will be considered an act of interference with business relationships or interstate commerce under all applicable laws.
ZOOMWAREHOUSE collaborates with various government entities, companies, and other selling agencies (collectively referred to as the “Sellers” or, individually, as a “Seller”) to facilitate the buying and selling of the Vehicles. As such, ZOOMWAREHOUSE, its affiliates, officers, employees, agents, successors, representatives, vendors, and any other parties associated with ZOOMWAREHOUSE, and officially connected with this transaction, including the Sellers (collectively, “ZOOMWAREHOUSE Associated Parties”), shall not be responsible for, and are hereby released from, any and all claims, damages, actions, causes of actions, suits of any kind (including attorney's fees and expenses related thereto), and liabilities (collectively, “Claims”) that may result from Your use or access to Website, or Your purchase, possession, use, operation or ownership of any Vehicles, items or services purchased on or through the Website.
You agree to defend, indemnify, and hold harmless ZOOMWAREHOUSE and ZOOMWAREHOUSE Associated Parties (as defined in Section X above) from any Claim or Claims arising out of or relating to Your: (i) use of the Website, including, but not limited to, Your: (i) registration information and bids; (ii) use or disclosure of ZOOMWAREHOUSE's content, services, and products, other than as expressly authorized in this Agreement; and (iii) breach of this Agreement or any violation of applicable law.
You agree to comply with all applicable laws, statutes, ordinances and regulations relating to use of the Website and any ZOOMWAREHOUSE services. If You use this Website from outside the United States of America, You are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations.
All registration and use of the Website is at the individual User’s own risk. You understand that all bids, offers, and purchases using the Website are made at Your own risk and that there may be delays, inaccuracies or other problems in relation to the information or Vehicles published or promoted on the Website. All information and content posted on, or contained within, the Website is provided on an "AS-IS” and “WHERE-IS, WITH ALL FAULTS” basis without any warranty, express or implied. ZOOMWAREHOUSE cannot and does not warrant the accuracy, completeness, merchantability, timeliness, or condition of such information, including any pictures or descriptions of the items sold thereon. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree and acknowledge that the Website (including any content, software, applications, or other technology incorporated or utilized therewith), and any ZOOMWAREHOUSE information and materials posted on the Website, or otherwise shared pursuant to this Agreement, may contain proprietary and confidential information that is protected by intellectual property and other laws. Further, You agree and acknowledge that in the performance of its services, ZOOMWAREHOUSE may generate materials, including, but not limited to, photographs, reports, visuals, narratives, transactional records, and other data and documents derived from the foregoing, and that ZOOMWAREHOUSE shall own the rights to such materials. Except as explicitly provided in this Agreement, You may not take, appropriate, convert, distribute, transmit, display, reproduce, modify, create derivative works from, or otherwise exploit any of the ZOOMWAREHOUSE-generated materials. Further, ZOOMWAREHOUSE owns many trademarks and service marks. You may not use any ZOOMWAREHOUSE trademark or service mark without ZOOMWAREHOUSE’s prior written consent.
All bidders agree that they have read and fully understand all registration and bidders agreements and agree to be bound to these agreements.
All Vehicles listed, offered, or sold through the Website are offered and sold "AS-IS, WHERE-IS, AND WITH ALL FAULTS". Neither ZOOMWAREHOUSE, nor those Sellers providing Vehicles for sale on the Website, make any express or implied warranty, guarantee or representation of any kind, as to the merchantability, fitness, or condition, for any purpose, of the Vehicles offered for sale on the Website. ZOOMWAREHOUSE expressly disclaims the accuracy or completeness of any and all information provided to Users regarding Vehicles, whether provided in written, verbal, or digital image form (“Vehicle Information”). Vehicle Information is provided for convenience only and ZOOMWAREHOUSE does not guarantee the accuracy or completeness of the information contained therein. Users shall not rely on Vehicle Information in deciding whether to bid or how much to bid on a Vehicle. A general statement regarding the location of the Vehicle’s damage is not intended to be inclusive or exhaustive of all the damage the Vehicle may have suffered. The Vehicle may have more damage which is not reflected in the damage section nor the pictures. It is the sole responsibility of the Buyer to review and confirm the condition of the Vehicle, and any and all information related thereto, prior to bidding on and/or purchasing the Vehicle. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Any photos, images, or other visual display (collectively, “Images”) of the Vehicles listed on the Website, or otherwise provided by ZOOMWAREHOUSE or the Sellers, do not, and are not intended to, provide a complete and all-inclusive depiction of the current condition of the Vehicles. ZOOMWAREHOUSE does not make any warranty, guaranty or representation about the condition of the Vehicles or accuracy of the Images provided on the Website. Users acknowledge that the Vehicles listed on the Website, or otherwise made available for sale, have been used by previous owners and may contain defects not immediately detectable through Images or visual inspection. On occasion, a User may request to inspect a Vehicle prior to purchase. However, the User’s right to inspect the Vehicle is not guaranteed and all inspections shall be conducted at the sole discretion of ZOOMWAREHOUSE and/or the Sellers, as applicable.
All Vehicles purchased through the Website must be removed from the property location in which it is being housed within 7 business days from the date listed on the Bill of Sale sent to the Buyer, unless special arrangements have been mutually agreed by the Seller or ZOOMWAREHOUSE, as applicable. All expenses incurred in the removal, delivery, and transportation of the purchased Vehicle shall be paid by the Buyer. Vehicles will only be released to the bidder with a sales receipt and Bill of Sale provided by ZOOMWAREHOUSE. Failure to remove the Vehicle by the specified time may result in additional storage fees and forfeiture of property under the laws of the state where the Vehicle is stored.
ZOOMWAREHOUSE or its agent will issue a title/certificate upon receipt of payment in full. In accordance with applicable state law, You acknowledge and agree that Vehicles sold with a clear title may have a salvage history. ZOOMWAREHOUSE does not warrant or represent that Vehicles sold can be legally registered in any state or country or exported to another country. You accept any and all risks associated with variations in state or country sale document and registration laws and the possibility that those may negatively impact the marketability of Vehicles purchased through the Website.
ZOOMWAREHOUSE and the Sellers do not guarantee that any Vehicle sold can be legally registered in any state or country, and Buyer accepts all risks associated with variations in Vehicle title and registration laws between states, provinces, and countries. ZOOMWAREHOUSE and the Sellers are not responsible for defects, errors, or omissions (i) related to motor Vehicle department paperwork not processed by ZOOMWAREHOUSE or the Sellers, or (ii) made by DMV/MVD.
Failure to comply with the terms of this Agreement, failure to provide payment within the specified time, or failure to remove the purchased Vehicle within specified times, will result in default and termination of the sale. ZOOMWAREHOUSE and its agents reserve the right to reclaim and resell Vehicles or any other items that have not been paid for, or removed and/or delivered, pursuant to this Agreement. Any Buyer that defaults will be barred from future bidding on the Website. ZOOMWAREHOUSE and its agents reserve the right to pursue actions provided under the law when Buyer fails to meet the obligations of the sale.
USER AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZOOMWAREHOUSE NOR ANY ZOOMWAREHOUSE ASSOCIATED PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO USER OR ANY THIRD-PARTY (WHETHER JOINTLY, SEVERALLY, OR INDIVIDUALLY) FOR ANY (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, (b) LOSS OF USE, DATA, OPPORTUNITY, GOODWILL, REPUTATION, PROFIT, OR REVENUE AS A RESULT OF USER’S USE OR ACCESS TO THE WEBSITE OR OTHERWISE RELATED TO EITHER PARTY’S PERFORMANCE OF THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH DAMAGE OR LIABILITY ARISES OUT OF THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ZOOMWAREHOUSE OR THE APPLICABLE ZOOMWAREHOUSE ASSOCIATED PARTY. REGARDLESS OF THE PREVIOUS PARAGRAPHS, USER AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IF ZOOMWAREHOUSE IS FOUND LIABLE IN ANY CLAIM, ZOOMWAREHOUSE’S TOTAL LIABILITY TO USER OR TO ANY THIRD-PARTY (WHETHER JOINTLY, SEVERALLY, OR INDIVIDUALLY) SHALL NOT EXCEED THE AMOUNT OF ANY FEES (INCLUDING WITHOUT LIMITATION, TRANSACTION FEES, LATE FEES, RELIST FEES, STORAGE FEES AND OTHER FEES) PAID BY USER TO ZOOMWAREHOUSE RELATED TO THE TRANSACTION GIVING RISE TO THE LIABILITY. IF NO SUCH FEES WERE PAID BY USER TO ZOOMWAREHOUSE, ZOOMWAREHOUSE’S TOTAL LIABILITY TO USER OR ANY THIRD-PARTY (WHETHER JOINTLY, SEVERALLY, OR INDIVIDUALLY) FOR ANY CLAIM (AS DEFINED IN SECTION X ABOVE) SHALL NOT EXCEED $500 USD. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
All matters relating to the Website and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in the City of Commerce City and County of Adams. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
At ZOOMWAREHOUSE's sole discretion, You may be required to submit any disputes arising from this Agreement or use of the Website, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Colorado law.
No waiver by ZOOMWAREHOUSE of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ZOOMWAREHOUSE to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
This Agreement, including any documents expressly incorporated herein by reference, constitute the sole and entire Agreement between You and ZOOMWAREHOUSE regarding the Website and other activities set forth herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter hereof, unless expressly stated otherwise herein. For avoidance of doubt, the terms of this Agreement shall apply in addition to any terms and conditions, sales agreements, or other terms of sale supplied or published by a particular Seller (“Seller’s Terms & Conditions”) which shall apply to the auction and sale of that Seller’s inventory and Vehicles on the Website. In the event of a conflict between the terms of this Agreement and the applicable Seller’s Terms & Conditions, the Seller’s Terms & Conditions shall take precedence, but only with respect to the conflicting provisions.