THIS BUYER AGREEMENT (the “Agreement”) is made and entered into by and between Safe Queens LLC (“Safe Queens”), and the undersigned purchaser of personal property (the “Buyer”). Safe Queens and Buyer agree as follows:
- Safe Queens shall provide Buyer with access to https://www.safequeens.com (the “Site”) to search for, identify, and place bids, make offers or use the “Buy Now” feature (as available) on items that Buyer may be interested in purchasing (the “Services”). In the event that Buyer places the highest bid, offer or clicks the “Buy Now” feature on any item listed on the Site (the “Item”), Buyer gives Safe Queens the exclusive right to provide any information necessary to the Seller so that they can complete a transaction for the purchase of the Item from the owner of the Item (the “Seller”).
- In exchange for the Services, Buyer agrees to pay to Safe Queens as compensation a fee of ten percent (10%) with a maximum of $5,000 USD of the winning Item bid, offer or “Buy Now” amount entered by Buyer with respect to the Item (the “Buyer’s Fee”). Buyer understands that, except as provided in Section 5 hereof, the Buyer’s Fee will not be refunded to Buyer under any circumstance. At the sole discretion of Safe Queens, a portion of the proceeds may be paid to the buyer or seller by Safe Queens should a bid fall short of the Reserve Price in order to meet the final reserve price. All bids, offers and fees are in USD.
- Buyer Eligibility. The ability to purchase Items on the Site is limited to those persons who are eighteen (18) years of age or older (twenty-one (21) in the case of certain firearms), who have the capacity to enter into a legally binding contract, and who reside in the fifty United States or the District of Columbia. Buyers must also hold a valid driver’s license, state-issued ID or passport and shall be required to provide proof of the same upon registration. In addition to the foregoing, state-specific registration requirements and applicable laws, regulations and restrictions may further limit registration and Item purchasing eligibility. Some items are restricted in certain states, and it is Buyer’s responsibility (and not Safe Queens’) to ensure that purchases comply with all applicable laws, regulations and restrictions. Buyer is required to know and comply with all applicable local, state, federal and international firearm laws, including without limitation ATF Federal Firearms Regulations.
- Disputes Regarding Bids. Should a dispute arise regarding a bid, Safe Queens is the exclusive deciding authority with sole and absolute discretion in resolving disputes. Members agree to indemnify, defend and hold Safe Queens harmless from any and all liability arising out of decisions made in resolving disputes regarding bids.
- Buyer’s Obligations. Bids and offers may be placed in writing or electronically. In the event that Buyer places a bid, offer or clicks “Buy Now” on an Item which is listed for sale on the Site pursuant to a form of auction in which a minimum price at which the Item may be sold is established (the “Reserve Price”), Buyer hereby agrees that insofar as Buyer’s bid or offer is equal to or higher than the Reserve Price and Buyer’s bid or offer is the highest bid or offer received by Safe Queens, Buyer will be deemed to have purchased the Item. In the event that Buyer places a bid on an Item which is listed for sale on the Site pursuant to a form of auction which does not contain a Reserve Price, Buyer hereby agrees that insofar as Buyer’s bid is the highest bid received by Safe Queens with respect to the Item, Buyer will be deemed to have purchased the Item. Upon receiving notification that Buyer has purchased the Item, Buyer shall, within seven (7) business days, issue payment in full for the Item to Seller. Within five (5) business days after Buyer submits payment in full for the Item (the “Delivery Period”), Seller will ship the Item to Buyer, unless other arrangements have made and agreed upon between Buyer and Seller. Safe Queens shall not be liable or responsible for arranging payment and delivery of the item. Under no circumstances will Safe Queens be responsible for shipment of Items, or be responsible for Seller’s refusal failure to ship an Item.
- Safe Queens’s Obligations; Disclaimers. The Site is a public venue where persons can sell and buy property. Unless otherwise expressly stated by Safe Queens, Safe Queens is involved only as a facilitator in the transaction between buyers and sellers. As a result, Safe Queens has limited control over the items put up for auction, including without limitation, control with respect to quality, safety or legality of items for sale, truth or accuracy of listing for sale items, or the ability of seller(s) to engage in any transaction over the Site. Because user authentication on the Internet is difficult and many times impossible, Safe Queens cannot and does not confirm that each user is who he or she claims to be. Buyer agrees that Safe Queens is not an agent of Buyer and that Safe Queens is not acting in a fiduciary capacity. Buyer agrees that Safe Queens is not an advocate for the interests of either Buyer or any other party related to the sale of the Item. Buyer acknowledges and consents that Safe Queens may represent and/or assist other buyers who may have an interest in purchasing the Item listed for sale on the Site. Buyer understands and acknowledges that Safe Queens makes no warranty or guaranty in connection with whether the details provided by Seller about the Item are truthful or accurate, including with respect to the quality of title to the Item, or whether the quality of the Item ultimately differs from the quality of the Item as displayed on the Site. Safe Queens shall not be liable for any loss suffered by Buyer relating to the Item/Item or subject matter hereto including, but not limited to, Seller refusing to enter into a sales contract, failing to make the Item or item available to Buyer after purchase, or otherwise not completing a purchase of an Item. Safe Queens shall not be charged with delivery of the Item/Item or with the custody of the Item, its management, maintenance, security, insuring, or repair and shall have no ability to control whether the Item undergoes any change or damage following the purchase of the Item by the Buyer but before Buyer receives possession thereof.
- Buyer Default. If Buyer fails to comply with its obligations hereunder, including, but not limited to, failing to issue payment in full for the Item, Buyer shall be in default under this Agreement and shall be obligated to pay to Safe Queens, as liquidated damages, an amount equal to the Buyer’s Fee, administrative charges, any and all collection agency and attorney fees or other expenses incurred by Safe Queens, on the basis of Buyer’s default. Further, Buyer’s Safe Queens account may be suspended or terminated, at Safe Queens’ sole discretion. Buyer also acknowledges that it may be additionally liable to Seller. Buyer and Safe Queens agree and acknowledge that it would be difficult to ascertain the precise amount of damages incurred by Safe Queens due to Buyer’s default and that the liquidated damages provided for herein are a reasonable estimate of those damages. Buyer hereby agrees and acknowledges that Safe Queens is authorized to charge any amount mentioned in this Section to the credit card that Safe Queens has on file for Buyer.
- Seller Default. In the event that Seller fails to make the Item available to Buyer, Buyer agrees and acknowledges that Safe Queens will not be liable for such default by Seller. In such event, and provided that the Item has not been delivered to Buyer within 45 days of payment in full, Buyer will receive a refund equal to the Buyer’s Fee, less any administrative charge incurred by Safe Queens in processing the refund. Buyer acknowledges that Buyer shall have no other claim against Safe Queens with respect to the default by Seller.
- Representations and Warranties of Buyer. Buyer represents and warrants that Buyer: (i) has all appropriate consents, approvals and authority to enter into this Agreement, (ii) has all appropriate licenses, permits and authorizations to the extent required by law to carry out its responsibilities set forth herein, and (iii) shall not rely on Safe Queens to provide services as an agent/closer, title company, attorney, appraiser, certified public accountant or any other expert for Buyer and Buyer has been expressly advised to seek independent advice from an attorney and any other expert of Buyer’s choosing regarding this Agreement and all other matters relating to the purchase of the Item, including, without limitation, the valuation and condition of the Item. Buyer further represents and warrants that all of the information provided herewith, or which may be provided to Safe Queens, shall be true, complete and correct.
- Buyer hereby agrees to indemnify, defend and hold harmless Safe Queens, its successors, assigns, licensees, owners, officers, employees and agents, from and against any and all claims, liability, losses, damages, costs, and expenses (including reasonable attorneys’ fees and costs), judgments and penalties (collectively “Liabilities”) arising out of, resulting from, or based upon the breach by Buyer of any representation, warranty or covenant made under this Agreement, including, but not limited to, any and all Liabilities arising from Seller’s failure to provide true and accurate information to Safe Queens or execute a sales contract with Seller or otherwise close the sale of the Item or item in accordance with the sales contract and/or the terms and conditions hereof. Buyer further agrees to indemnify, defend and hold harmless Safe Queens from any and all damages, losses, liabilities, costs or expenses (including attorney’s fees) arising from claims made by a Buyer related to the sale, distribution, use of or inability to use any Item purchased through Safe Queens. Buyer will give prompt notice to Safe Queens of any correspondence or actual or threatened lawsuit or other legal action which may cause liabilities hereunder and of which Buyer becomes aware.
- ALL ITEMS ARE SOLD ON THE SITE “AS IS WHERE IS,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. Safe Queens expressly disclaims the accuracy or completeness of any and all information provided to Buyers regarding Items, whether provided in written, verbal or digital image form (“Item Information”). Safe Queens does not make and expressly disclaims any and all representations, warranties and guarantees regarding Items sold through the Site.
- Disclosure of Buyer Information. Each Buyer expressly agrees that Safe Queens may, if and to the extent necessary to comply with applicable law, disclose information regarding Buyers and regarding transactions conducted by Buyers through the Site, if requested to do so in any judicial or administrative proceeding or by any governmental agency or regulatory authority (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or otherwise).
- Notices. All notices which either party shall be required or shall desire to give to the other party shall be given in writing in one of the following ways: by personal delivery; by certified mail, return receipt requested, postage prepaid, in the mail; or by deposit with Federal Express, DHL or other comparable overnight courier. Addresses for purposes of delivery of notice hereunder are as set forth below, or as otherwise designated in writing after the execution of this Agreement.
2132 South 390 West, Unit 101
Heber City, UT 84032
Buyer: To the address which Buyer provides when registering on the Site.
- Governing Law. This Agreement shall be governed by the laws of the State of California without reference to the principles of conflicts of law. In the event that the agreement to arbitrate herein is found not to apply to this Agreement, Buyer hereby irrevocably submits to the jurisdiction of the courts of the State of California, sitting in Los Angeles County, and the courts of the United States for California.
- Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement or any related agreement, their enforcement or interpretation, or because of an alleged breach, default or misrepresentation in connection with any of their provisions, shall be determined by binding arbitration. The arbitration proceedings shall be held and conducted by a single arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by this Agreement. Such arbitration shall occur in Los Angeles, California, and be initiated by any party in accordance with the JAMS Rules. The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. Discovery issues shall be decided by the arbitrator. Post-hearing briefs shall be permitted. The arbitrator shall render a decision within twenty (20) days after the conclusion of the hearing(s). In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted. The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted. Judgment on the award may be entered in any court of competent jurisdiction. The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration. However, the merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, the terms of any permanent injunction, shall be determined by arbitration under this paragraph. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses). Buyer and Safe Queens both hereby waive any right to a jury trial under this Agreement.
- Attorney Fees. Except as specifically provided under this Agreement, the JAMS rules, or by applicable law, the parties hereto acknowledge and agree that (a) each party shall bear its own costs, expenses, and attorneys’ fee incurred in connection with any claim, and (b) any right to an award of costs and expenses (including attorneys’ fees) provided for in this Agreement is limited to the specific circumstances set forth therein and is not intended to provide any party with a general right to an award of costs and expenses (including attorneys’ fees), even if such party is the “prevailing party” in connection with any claim.
- If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term or provision.