This SELLER AGREEMENT (the “Agreement”) is made and entered by and between Safe Queens LLC (“Safe Queens”), and the undersigned owner(s) of personal property (the “Seller”). Safe Queens and Seller agree as follows:
- Exclusive Listing Agreement. Seller hereby grants to Safe Queens and Safe Queens hereby accepts the exclusive and irrevocable right and privilege on behalf of the Seller to offer for sale the property (the “Item”) listed by Seller on the www.safequeens.com (the “Site”).
- Listing for Sale With or Without Reserve.
Listing for Sale with Reserve. Should Seller choose a form of auction in which a minimum price at which the Item may be sold (the “Reserve Price”) is established between the Seller and Safe Queens, Seller hereby agrees that in the event the Item receives a high bid or other offer at, or exceeding the Reserve Price, Seller shall be deemed to have accepted such offer and shall execute a sales contract with the high bidder or other offeror (the “Buyer”) relating thereto.
Listing for Sale Without Reserve. In the event that Seller chooses a form of auction without a Reserve Price, Seller hereby agrees that the Item shall be auctioned “absolute, without reserve,” so that Seller shall be deemed to have accepted the highest bid from a qualified bidder or other offeror without limiting condition as to the amount of the high bid or other offer or the nature of the Buyer and shall execute a sales contract with the Buyer relating thereto.
- Seller may choose between the following forms of auctions to list Seller’s Item for sale on the Site: Reserve Auction, Blind Auction, and No Reserve Auction. With respect to a Reserve Auction and Blind Auction, Seller agrees to pay to Safe Queens, as compensation, the amount stated in the attached fee schedule which will be retained by Safe Queens as part of Safe Queens’s compensation. Seller acknowledges that any amount mentioned therein as compensation shall not be returned to Seller in the event the Item fails to sell on the Site.
- Seller’s Obligations. Seller is required to know and comply with all applicable local, state, federal and international firearm laws, including without limitation ATF Federal Firearms Regulations. Seller may not post any Item that is illegal to sell or possess, instructions/kits/plans/parts designed to illegally convert firearms to full-auto fire, instructions / kits / plans / parts designed to illegally build silencers, or instructions on how to build bombs or explosives. Seller agrees to provide to Safe Queens all information requested by Safe Queens with respect to the Item prior to the approval of the Item being listed for sale on the Site. Seller understands that upon the Item’s approval by Safe Queens, the Item will be listed on the Site for a period of at least seven (7) days for the Initial Auction. Seller agrees that Seller will not interfere with the sale of the Item during the Initial Auction and will not enter into any other transaction concerning the Item after the approval for sale on the Site. Seller is prohibited to have their Item listed for sale on any other digital or print format during the initial seven (7) day auction period. With respect to any auction in which a Reserve Price has been established, Seller further agrees that in the event the Item does not sell during the Initial Auction, the Item may be placed into a separate auction area of the Site for a period of forty-eight (48) hours during which Safe Queens will use its best efforts to negotiate an agreement between offerors who placed the highest bids during the Initial Auction and the Seller (the “Deal Negotiation Period”). Seller agrees to not interfere with, prevent or prohibit Safe Queens in any manner prior to or during the Initial Auction or, if applicable, during the Deal Negotiation Period, from carrying out its duties and obligations under this Agreement. Safe Queens reserves the right to accept offers on the Sellers behalf if the offer is equal to or greater than the Reserve Price. Within forty-eight (48) hours after Safe Queens accepts a bid from a Buyer and Buyer submits payment in full for the Item (the “Delivery Period”), Seller shall 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 shipment of the 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 buyer(s) to engage in any transaction over the Site. Safe Queens cannot and does not control whether buyers will complete the purchase or sale of items upon which they have bid. 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. Unless otherwise expressly set forth herein, Safe Queens’s sole duty shall be to use commercially reasonable efforts to effect a sale of the Item, with the understanding that Safe Queens makes no warranty or guaranty in connection with whether or not the Item will be sold or exchanged hereunder or the revenues that may or may not be derived therefrom and that Safe Queens shall not be liable for any loss suffered by Seller relating to the Item or subject matter hereto including but not limited to a bidder refusing to enter into a sales contract, failing to tender full payment, or otherwise not completing a purchase of a Item. Safe Queens shall not be charged with the custody of the Item listed hereunder, its management, maintenance, security, insuring, or repair. Safe Queens reserves the right to terminate an auction for any reason in its sole discretion.
- Seller Default. If the Seller withdraws or sells their Item outside of the Safe Queens platform during the Initial Auction Period or if the Seller fails to make contact with the Buyer within three business days following the auction or Deal Negotiation Period purchase, the Seller may be responsible for the Safe Queens service fee which will be based on the Item Reserve Price. If Seller fails to make the Item available to Buyer or is unable to supply a transferable title in the seller’s name within the Delivery Period, Seller shall be in default under this Agreement and shall be obligated to pay to Safe Queens, as liquidated damages, any amount of money that Safe Queens determines in its sole discretion, including without limitation the Buyer’s premium fee, administrative charges, any and all collection agency and attorney fees or other expenses incurred by Safe Queens, on the basis of Seller’s default. Additionally, Safe Queens may in its sole discretion suspend or terminate Seller’s Safe Queens account. Seller and Safe Queens agree and acknowledge that it would be difficult to ascertain the precise amount of damages incurred by Safe Queens due to Seller’s default and that the liquidated damages provided for herein are a reasonable estimate of those damages. Seller hereby agrees and acknowledges that Safe Queens is authorized to charge any amount mentioned in this Section against the credit card that Safe Queens has on file for Seller.
- Buyer Default. In the event that the Buyer defaults in connection with the Item following a sale conducted hereunder, Seller agrees and acknowledges that Safe Queens will not be liable for any such default by Buyer. Seller understands that no amount paid by Seller to list the Item for sale on the Site will be returned to Seller on the basis of Buyer’s default.
- Representations and Warranties of Seller. Seller represents and warrants that Seller has: (i) all appropriate licenses, permits, consents, approvals and authority to enter into this Agreement, and (ii) all appropriate licenses, permits and authorizations to the extent required by law to carry out its responsibilities set forth herein. Seller further represents and warrants that: (a) Seller’s title to the Item is marketable, insurable, and free of any and all liens (or will provide means to obtain a lien free title) and encumbrances or other indebtedness, subject only to customary exceptions and restrictions of record; (b) Seller has full power, right and authority to enter into this Agreement and convey title to the Item and will convey such title to the Buyer, free and clear of all liens (or will provide means to obtain a lien free title) and encumbrances, and warrants that there are no defects in title or other outstanding contracts or agreements of any kind for the sale of the Item; (c) Seller 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 Seller and Seller has been expressly advised to seek independent advice from an attorney and any other expert of Seller’s choosing regarding this Agreement and all other matters relating to the sale of the Item, including, without limitation, the valuation and condition of the Item; (d) if the Item has any material defect, Seller has communicated same to Safe Queens and Safe Queens is hereby authorized to disclose to any potential Buyer any such defects and any other material information known by Safe Queens relating to the Item; (e) the Item can be auctioned without violation of any federal, state or other law or regulation; and (f) all of the information provided herewith, or which may be provided to Safe Queens shall be true, complete and correct.
- Seller hereby agrees to indemnify Safe Queens, its successors, assigns, licensees, owners, officers, employees and agents, and hold them harmless 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 Seller of any representation, warranty or covenant made under this Agreement, including, but not limited to, (a) any and all Liabilities arising from any inspection, advertising or marketing of the Item or (b) Seller’s failure to (i) disclose the existence of any title defects, security agreements or secured claims against the Item or known or hidden material defects therein, (ii) provide true and accurate information relating to the Item, or (iii) execute a sales contract with a qualified high-bidder or other Buyer of the Item or otherwise to close the sale of the Item in accordance with the sales contract and/or the terms and conditions hereof. Seller 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 Seller becomes aware.
- Rights to Content and Works. Seller hereby grants unto Safe Queens the non-exclusive, irrevocable, fully sub-licensable and assignable, right and license, with respect to any and all data and information relating to the Item supplied by or prepared on behalf of Seller and/or Safe Queens, including, without limitation, textual descriptions, virtual displays, photographs, video and audio recordings, and other images and likenesses of the Item collectively referred to as “Content”), to digitize, catalog, stream, store, disseminate, distribute, exhibit, broadcast, perform, publish, post, reproduce, display, adapt, modify, edit, communicate, translate, compress, transmit, integrate, create derivative works from, exploit, and otherwise use such Content, and to incorporate such Content into listings, web postings, audiovisual works and such other works as Safe Queens or third parties on behalf of Safe Queens may create within Safe Queens’s sole discretion (collectively “Works,” which Works shall be owned solely and exclusively by Safe Queens), throughout the world in any and all forms and media and by whatever means whether now known or hereafter devised or created, including, without limitation, by print media, Internet delivery, radio and television broadcast, and/or any and all other electronic means and/or device, in perpetuity. This non-exclusive license shall survive the termination of this Agreement for any reason whatsoever. Seller represents and warrants to Safe Queens that said license granted to Safe Queens with respect to the Content does not conflict with, violate or infringe upon the rights, including copyright or any other intellectual property rights, of any person or entity.
- 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
Seller: To the address which Seller 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). Seller 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.