Last Updated: August 8, 2012
Welcome to Redtag.com ("Redtag" or the "Site"), an online marketplace owned and operated by uBid Holdings, Inc. (the "Company"). Any entity or person who wishes to access the Site to buy or bid for goods or to use the other services provided on the Site (collectively, the "Services") must accept these terms and conditions of this User Agreement, including Terms & Conditions (the "Agreement"), without change. This Agreement governs the use of the Site, the Services and all transactions that take place on or through the Site. PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE USING THE SITE OR THE SERVICES FOR ANY REASON. BY USING THE SITE OR THE SERVICES, YOU EXPRESSLY AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN.
The Company reserves the right to change any of the provisions, policies, guidelines, terms or conditions contained in or incorporated by reference into this Agreement, including, but not limited to, any policies or guidelines governing the Site or Services, at any time in its sole discretion without any prior notice. Any changes will be effective upon posting of the revisions on the Site. You are solely responsible for reviewing any applicable changes, which may be posted without notice to you. You can review the most current version of this Agreement at any time at https://www.redtag.com/help/user.aspx. YOUR CONTINUED USE OF THIS SITE OR THE SERVICES FOLLOWING THE COMPANY'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR AGREEMENT AND FULL ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT ACCEPT OR AGREE TO ANY PORTION OF THIS AGREEMENT, INCLUDING ANY CHANGES THAT MAY BE MADE IN THE FUTURE, DO NOT USE OR CONTINUE TO USE THE SITE OR THE SERVICES.
- Eligibility. Use of the Site and the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Site or the Services. Every person who uses the Site or the Services hereby represents to the Company that he or she is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. To register, you must provide your real name, mailing address, telephone phone number and a working e-mail address, along with any other information that may be required from time to time.
- Applicable Policies and Guidelines. You agree to abide by the procedures and guidelines for conducting and participating in any transactions on the Site, including the use of any Services, which are contained herein or in the Help Pages, which are expressly incorporated by reference into, and made part of, this Agreement. The policies, procedures and guidelines contained in the Help Pages explain the processes and set out acceptable conduct and prohibited practices. These policies, procedures and guidelines may be changed by the Company in the future, and will be effective immediately upon posting, without notice to you. You should regularly refer to the Help Pages to understand the current procedures and guidelines related to the Site and the Services.
- The Company is not an Auctioneer. Although the Company often offers goods for sale through online auction style sales offerings on the Site or on one or more other websites, it is important to realize that the Company is not an "auctioneer." To the extent that any products may be offered for sale in an online auction-style sales format, the Company simply provides a venue through the Site or another website to allow certain persons to sell and buy certain products at anytime, from anywhere, in a variety of pricing formats, including a fixed price format and an auction-style format commonly referred to as "online auctions" or "auctions."
- The Comapny's Role and Responsibilities. The Site features two types of marketplaces, and the Company's role and responsibilities vary in each such marketplace.
- Direct Marketplace. the Company itself is the seller of the products offered on the Site directly by the Company. The Company only directly sells products that are listed as being in the "Redtag.com Warehouse" in the "Warehouse" section of the product description on the product page. The Company undertakes responsibility for all aspects of transactions and product listings, including product descriptions, identification of quantities, establishment of starting and maximum bid prices, establishment of reserve requirements (if any) and shipping for products sold directly by the Company.
- Certified Merchant Marketplace. Certified Merchants are third-party merchants who have been approved by the Company to sell products on or through the Site. These products are solely identifiable by the fact that these products are listed as being in the "Supplier's Warehouse" or the "Redtag.com Supplier's Warehouse" or "Redtag Supplier's Warehouse" in the "Warehouse" section of the product description on the product page. The Certified Merchant, not the Company, is the seller of such products. To ensure buyers the ability to shop in a private and secure environment, every Certified Merchant must go through an application process including verification of bank and trade references before the Certified Merchant is approved to list products on the Site. Certified Merchants are established businesses (both small and large) whose performances are monitored by the Company so that buyers receive the appropriate service levels. These Certified Merchants list their items directly and assume all responsibility for all aspects of their product listings including product descriptions, identification of quantities, establishment of fixed prices, any starting or maximum bid prices or bid increments, and shipping. Although the Company does not own, warehouse, ship or otherwise manage any inventory or goods offered by Certified Merchants, those merchants who do not meet the Company's service standards can and will be removed from listing products on the Site. The Company handles all payment processing for orders from Certified Merchants and the Company's Customer Care department provides assistance for all issues to provide a positive customer experience.
- Payments. The Company currently accepts credit card/debit card payments for orders in the Direct Marketplace and the Certified Merchant Marketplace. The Company honors Visa, MasterCard, Discover and American Express. You warrant that any payment method selected by you when placing an order or, in any auction-style sale format, a bid, shall enable you to make full and immediate payment for the item(s) chosen, or if your bid becomes the winning bid in an auction-style sale. In the event that the chosen payment method does not enable you to make full and immediate payment for any reason, including, without limitation, insufficient funds or credit decline, the Company may in it sole and absolute discretion cancel your order or bid, in an auction-style sale. In such case, the Company may in it sole and absolute discretion (but shall not be required to) to sell the product to another person. At the Company's sole discretion, but without any obligation, alternate payment methods may be arranged with product purchaser(s) in the case where a payment method has been declined.
- Reservation of Rights. The Company retains the right, but does not have the obligation, to immediately halt any sale (or auction-style sale), prevent or restrict access to the Site or the Services or take any other action for any reason whatsoever in the Company's sole and absolute discretion, including, without limitation, in case of technical problems, objectionable material, inaccurate listings, inappropriately categorized items, listing or auction inaccuracies, product inaccuracies, typographical or clerical errors, unlawful items, items, procedures, or actions otherwise prohibited by this Agreement, including any of the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of the Company. The Company reserves the right to correct and shall not be obligated to honor any orders placed with respect to any inaccurate listings, inappropriately categorized items, listing or auction inaccuracies, product inaccuracies, typographical or clerical errors, unlawful items, items, procedures, or actions otherwise prohibited by this Agreement, including any of the procedures and guidelines contained on the Site, or technical problems on the Site or with the Services.
- Your Transactions and Obligations. Buyers, including any bidders in an auction-style sale offering, create different obligations by accessing the Site or using the Services.
- In the Certified Merchant Marketplace, the seller must sell the product to a purchaser that places an order or, in any auction-style sale format, the highest bidder that meets or exceeds the minimum price, provided that the purchaser pays for the product (including payment of any shipping and handling charges and any other fees or charges). For purchasers, an order or a bid, in an auction-style sale, is a legally enforceable offer to buy the product. Once the transaction closes, both the buyer and seller are obligated to complete the transaction.
- In the Direct Marketplace a purchaser placing an order, or placing the highest bid (meeting the applicable minimum bid or reserve requirements) in an auction-style sale format, is a legally enforceable offer to buy the product and the purchaser is obligated to complete the transaction. Any orders made or bids placed are not retractable.
- By entering into this Agreement and placing an order or bidding in an auction-style sale, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
- If an item purchased on the Site is being shipped to Illinois or Tennessee, the Company must charge applicable sales and use tax on the transaction. The Company will accept Illinois resale certificates and any other documents evidencing an exemption from sales or use tax, as determined by the Company in its sole and absolute discretion, only if submitted before the transaction closes. With respect to all transactions related to products offered for sale by Certified Merchants, you agree that it is the Certified Merchant's and the purchaser's sole and absolute responsibility to determine whether sales or use taxes apply to the transactions and to collect, report and remit the correct tax to the appropriate tax authority. The purchaser and the Certified Merchant also agree that the Company is not obligated to determine whether sales or use taxes apply and that the Company is not responsible to collect, remit or report any sales or use taxes arising from any such transactions.
- Password Security. Your password may be used only to access the Site, use the Services, electronically sign your transactions and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password.
- Access and Interference. The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary to or is licensed to the Company. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose. Additionally, you agree that you will not: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except as otherwise provided herein); (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
- Illegal Activity
- Compliance with Laws; Fraud. The Site and Services only may only be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Services, including in regard to bidding, and purchasing items. You may not register under a false name or use an invalid or unauthorized credit card. You may not make bids under a false name, impersonate any participant, or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and the Company will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
- Shill Bidding. You are strictly prohibited from placing orders or making any bids or causing bids to be placed on any product for the purpose of artificially increasing or otherwise manipulating the bidding process on Redtag.com or the bid price of any product listed on the Site, or otherwise influencing any user behavior on Redtag.com.
- Breach. Without limiting any other remedies, the Company may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you and to take any other appropriate action as determined by the Company in its sole and absolute discretion, in the event that: (a) you breach this Agreement or the policies, rules, or guidelines incorporated herein by reference; (b) the Company or any Certified Merchant is unable to verify or authenticate any information you provide; (c) the Company believes that your actions may cause legal liability for you, other users or the Company; or (d) the Company determines that such action or actions are appropriate in the Company's sole and absolute discretion.
- Privacy, Monitoring and Disclosure.
- Disclosure of Information. As permitted by applicable law, the Company also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect the Company's systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of the Company's business and systems or other purposes deemed reasonable by the Company, The Company may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.
- USE AT YOUR OWN RISK/NO WARRANTIES. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS, WHERE IS" BASIS. YOUR USE OF THE SITE OR THE SERVICES AND ANY RELIANCE THEREON ARE AT YOUR SOLE AND ABSOLUTE RISK.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY NOT EXPRESSLY MADE HEREIN.
THE COMPANY FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR.
THE COMPANY FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED OR OFFERED FOR SALE ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF OFFER, LAWFUL TO SELL, OR THAT CERTIFIED MERCHANTS WILL PERFORM AS PROMISED.
THE COMPANY FURTHER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE.
THE COMPANY FURTHER EXPRESSLY DISCLAIMS ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF THE COMPANY WHATSOEVER.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ANY AND ALL SUCH WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU OBTAIN OR MAY OBTAIN FROM THE COMPANY OR THROUGH THE USE OF SERVICES OR THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- General Release. BECAUSE THE COMPANY IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND CERTIFIED MERCHANTS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF THE PURCHASER AND THE CERTIFIED MERCHANT EXPRESSLY RELEASE THE COMPANY (AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY THE COMPANY.
- Limitation of Liability. YOU AGREE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THE SITE OR ANY RELATING TO ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THE SITE IRRESPECTIVE OF WHETHER SUCH DAMAGES ARISE UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
- Indemnity. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD THE COMPANY AND OUR SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THIS AGREEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY STATE, FEDERAL FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
- Applicable Law/Venue. The laws of the State of Illinois govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws.
- Arbitration. YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN CHICAGO, ILLINOIS, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR THE COMPANY MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM ANY COURT OF COMPETENT JURISDICTION IN CHICAGO, ILLINOIS, IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR THE COMPANY PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.
- Certified Merchant Disputes. Because the Company is not the seller in the actual transaction between Certified Merchants and buyers and is not the agent of either for any purpose, the Company does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such transaction unless the Company elects otherwise.
- Licenses. The Company grants a limited, nonexclusive, nontransferable license to each participant to make personal use only of the Site and the Services in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Site and the Services (other than the buying and selling of items in accordance with this Agreement), making any derivative of the Site or the Services, the collection and use of participant e-mail addresses or other participant information, ratings or listings, or any data extraction or data mining whatsoever.
- Termination. The Company, in its sole and absolute discretion, may terminate or modify this Agreement, access to the Site or the Services, or any current transaction immediately without notice for any reason.
- Copyright. If you believe that you have been defamed in some manner on the Site or your own work has been copied in a way that constitutes copyright infringement, please provide the Company's legal department with the following information in writing: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person defamed, along with your address, phone number, and email address; (b) a description of the defamatory material, or the copyrighted work that you believe has been infringed, and a description of where the material that you claim is defamatory or infringing your rights is located on the Site; (c) a statement by you that you have a bona fide, good faith belief that the defamatory activity has occurred or that the use by a third party of your proprietary rights is not permitted by the copyright owner or by law; and (d) a statement that the information provided is accurate and that, under penalty of perjury, you are the allegedly defamed party or the copyright owner or authorized agent to at on the copyright owner's or allegedly defamed person's behalf. The Company's legal department can receive the foregoing information related to copyright infringement or defamation on the Site at:
Chief Legal Officer
uBid Holdings, Inc.
740 Hilltop Drive
Itasca, IL 60143
Contact Legal by Email: firstname.lastname@example.org
By phone: (773) 272-5000
- General Provisions
- No Agency; Third-Party Beneficiary. The Company is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the Company, its Certified Merchants and you.
- Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
- No Waiver. The Company's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of the Company's right to subsequently enforce such provision or any other provisions of this Agreement.