Venforo Terms and Conditions of Use Agreement

<style type="text/css"> #pageContainer li {list-style: none; margin-left: 15px;} #pageContainer h4 {font-size: 22px;} #pageContainer strong {color: #444;} </style> Welcome to our website.<br /><br /> If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with the <a href="/PrivacyPolicy" title="View our privacy policy">venforo Privacy Policy</a> govern 321 Ridgeland Partners, LLC dba venforo's ("venforo") relationship with you in relation to this website. By accessing this website, you are agreeing to be bound by all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The term 'venforo' or 'us' or 'we' refers to the owner of the website whose registered office is the State of Illinois, United States of America. The term 'you' refers to the user or viewer of our website. The materials contained in this website are protected by applicable copyright and trade mark law. <br /><br /><br> <h4>User License</h4> <strong>a. </strong> Permission is granted to temporarily download one copy of the materials (information or software) on 321 Ridgeland Partners, LLC dba venforo (“venforo”) for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not: <br><br> <li><strong>1. </strong> modify or copy the materials;</li> <li><strong>2. </strong> use the materials for any commercial purpose, or for any public display (commercial or non-commercial);</li> <li><strong>3. </strong> attempt to decompile or reverse engineer any software contained on venforo’s website;</li> <li><strong>4. </strong> remove any copyright or other proprietary notations from the materials; or</li> <li><strong>5. </strong> transfer the materials to another person or "mirror" the materials on any other server.</li> <br> <strong>b. </strong> This license shall automatically terminate if you violate any of these restrictions and may be terminated by venforo at any time. Outside-of-venforo transactions between parties resulting from contacts made from use of this web site are prohibited by venforo. Attempts to transact business outside-of-venforo or non-payment of certain fees due from use of this website may result in the suspension or further use of the website. Upon termination, your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format. Unauthorized use of this website and/or non-payment of fees owed may give rise to a claim for damages and/or be a criminal offense. <br><br><br> <h4>Glossary of Terms</h4> In this Agreement, the terms below will have the following definitions, unless specifically indicated otherwise <br><br> <li><strong>account </strong> - a registered account with venforo which enables you to use the services provided by venforo.com</li> <li><strong>auction </strong> - an auction conducted by a seller for the sale of an web based business or internet property using the auction software application platform provided on venforo.com</li> <li><strong>buyer </strong> - a person who offers to purchase a web based business or internet property from a seller as listed on venforo.com</li> <li><strong>BuyNow sale </strong> - sale at a price determined by a seller and published on the listing at which a buyer can bid that will end the auction and result in an immediate winning bidder</li> <li><strong>closing fee </strong> - fee payable by the seller at the time of final transfer of assets or interest of the web based business or internet property published for sale on venforo.com to the buyer or within 30 days of the close of an auction, BuyNow or Incognito sale, whichever comes first</li> <li><strong>fees </strong> - charges for use of services provided by venforo which it applies from time to time</li> <li><strong>Incognito sale </strong> - confidential listing published by the seller for sale of a web based business or internet property to a buyer</li> <li><strong>listing </strong> - the posting published by a seller on venforo.com for the sale of the seller's web based business or internet property</li> <li><strong>purchase price </strong> - the price agreed between the buyer and the seller as part of a bid by the buyer as the winning bidder in an auction, BuyNow or Incognito sale</li> <li><strong>seller </strong> - an owner of a web based business or internet property who wishes to sell that business or property and who uses venforo.com to list and publish the web based business or internet property for sale</li> <li><strong>Third Party Agreements </strong> - means any agreement which a seller has with a third party in relation to their web based business or internet property which may include hosting agreements, payment processing agreements, marketing or promotional agreements</li> <li><strong>Third Party Provider </strong> - any third party which provides goods or services to venforo or to buyers and sellers via venforo.com</li> <li><strong>winning bidder </strong> - a buyer whose bid in an auction, BuyNow or Incognito sale is the successful bid</li> <br><br> <h4>Services Offered by venforo</h4> venforo provides an online service, in accordance with and subject to, the terms and conditions of this Agreement, whereby ("Services"); <br><br> <li><strong>a. </strong> buyers may, via venforo.com, contact sellers to offer to purchase their online site or internet based business; and</li> <li><strong>b. </strong> buyers may, via venforo.com, bid in auctions advertised by sellers; and </li> <li><strong>c. </strong> sellers may, via venforo.com, list a web based property or <a href="https://www.venforo.com/HomeSearch">online business for sale </a>whether by way of an auction and/or BuyNow sale and/or Incognito sale.</li> <br> You, as a user of the services, may use the services in the capacity as a seller, buyer or both a seller and a buyer. The terms and conditions of this Agreement will apply to your use of the services in either or both of those capacities. <br><br><br> <h4>Creating and Registering an Account</h4> <li><strong>a. </strong> All users of venforo.com must be 18 years of age or older. By creating an account, you represent and warrant to venforo that you are 18 years of age or older and you can form legally binding agreements under applicable law.</li> <li><strong>b. </strong> You agree to only maintain one registered account to use the services provided by venforo.com. You agree to create an account with venforo.com in order to use the services.</li> <li><strong>c. </strong> You agree to create an account to use venforo services and your account will be created using venforo's registration process, or any other method specified by venforo.</li> <li><strong>d. </strong> Your account will enable you to login to venforo.com to manage your account, make use of the venforo.com software application platform and to communicate and interact with venforo.com and other users.</li> <li><strong>e. </strong> You agree to keep your account login name and password used to access your account confidential and secure.</li> <li><strong>f. </strong> You agree to provide venforo with all requested government issued identification documents which venforo may require from you from time to time for verification of your identity.</li> <li><strong>g. </strong> You warrant that all information provided to venforo in the creation of your account is true and correct in every detail.</li> <br><br> <h4>Use of Your Account and venforo.com</h4> You agree that you will only use your account and venforo.com for the purposes of using the services and for no other purpose. In particular, in using your account and accessing venforo.com, you will not: <br><br> <li><strong>a. </strong> breach the terms of this Agreement;</li> <li><strong>b. </strong> use your account in a fraudulent or illegal manner, or communicate, email or send any materials from your account which are offensive, unlawful, harassing, defamatory, abusive, threatening, harmful, or otherwise objectionable;</li> <li><strong>c. </strong> resell the use of venforo or your account to any other person;</li> <li><strong>d. </strong> use your account to act as another person in any manner whatsoever;</li> <li><strong>e. </strong> use your account to infringe the copyright, trademark, patent or other intellectual property rights of any person;</li> <li><strong>f. </strong> use your account for any type of unsolicited communication or email nor to send or deliver harmful, disruptive, or destructive files; </li> <li><strong>g. </strong> alter the subject or address information contained in any communication which you send from your account or in relation to the services of venforo;</li> <li><strong>h. </strong> use your account in such a way which damages venforo or denies access to venforo.com to other users of venforo; </li> <li><strong>i. </strong> intentionally use your account in a way that denigrates the services or software platform provided of venforo for other users; and </li> <li><strong>j. </strong> cancel an auction, BuyNow or Incognito sale created by you (including any cancellation as a result of a termination of this Agreement) for the purpose of contracting directly and separately with a buyer you contact through venforo.com which results in avoiding paying venforo any fees (including any closing fee). In these circumstances, without limitation, venforo reserves the right to recover any and all lost fees from you by suspending your account and/ charging the payment method when the auction, BuyNow or Incognito listing was created originally.</li> <br><br> <h4>Auctions, BuyNow and Incognito Sales</h4> All activity as a buyer or seller in an auction, BuyNow or Incognito sale will at all times be governed by this Agreement. You agree that you are bound by the Terms of Use and will comply with all terms and condition of this Agreement as currently posted. <br><br><br> <h4>Promoting an Auction, BuyNow and Incognito Sale</h4> You may, as a seller, advertise your web based business or internet property for sale via an auction, BuyNow or Incognito sale. You may do so by publishing a listing on venforo.com and indicating at the time of placement whether the sale of your web based business or internet property will be by way of auction and/or Buy/Now sale or Incognito sale. <strong>Note that you cannot change the type of sale, listing plan or listing details once the listing has been published on venforo.com.</strong> <br><br> <strong>Web Properties You Can List for sale on venforo.com</strong> <br><br> <strong>a. </strong> You must only list web based businesses or internet properties for sale which you own and which you are able to sell. By creating a listing for a web based business or internet property, you are warranting to venforo and to potential buyers that: <br><br> <li><strong>1. </strong> you are the owner of all Intellectual Property Rights and all other rights, title and interest in the web based business or internet property;</li> <li><strong>2. </strong> the web based business or internet property and all of its components are transferable to the winning buyer;</li> <li><strong>3. </strong> all Third Party Agreements are transferable to the winning buyer unless otherwise indicated in the auction listing detail; and</li> <li><strong>4. </strong> the domain name for the website or business may be transferred to and be registered by the winning buyer.</li> <br> <strong>b. </strong> You may not place listings of web properties or businesses: <br><br> <li><strong>1. </strong> are engaged in activities which are illegal under the law of the United States, its states and/or territories;</li> <li><strong>2. </strong> contain material which infringes the Intellectual Property Rights of a 3rd party or which assists others to infringe the Intellectual Property Rights of a 3rd party;</li> <li><strong>3. </strong> are obscene, vulgar and/or offensive as determined by venforo;</li> <li><strong>4. </strong> in non-compliance with the terms and conditions of this Agreement.</li> <br> <strong>Auction,BuyNow and Incognito Sale Requirements</strong> <br><br> In listing your web based business or internet property for auction, BuyNow or Incognito sale, you agree to comply with the requirements in relation to auctions, BuyNow and Incognito sales as set out in the terms and conditions of this Agreement. <br><br> <strong>a. </strong> When you list your web based business or property for auction or sale: <br><br> <li><strong>1. </strong> you must specify all details required by venforo.com in relation to the auction or sale; </li> <li><strong>2. </strong> you must carry out the auction using the auction, BuyNow and/or Incognito sale application software platform provided on venforo.com;</li> <li><strong>3. </strong> you must make a good faith effort to sell your web based business or internet property to the winning bidder;</li> <li><strong>4. </strong> you must complete the sale and transfer of assets to the winning bidder on a timely basis.</li> <br> <strong>b. </strong> You are not required to <a href="https://www.venforo.com">sell your online business</a> or internet property to any particular buyer using an auction, BuyNow or Incognito sale. However if you do elect to sell your web based business or internet property to a particular buyer via a BuyNow or Incognito sale, then you agree that you must effect the sale and transfer of that web based business or internet property to the buyer in accordance with the terms and conditions of this Agreement. <br><br> <strong>Conduct of Buyers</strong> <br><br> As a buyer, you may place a bid to<a href="https://www.venforo.com/HomeSearch"> buy an online business</a> or internet property listed by a seller via venforo.com. Your bid to buy must be submitted via the venforo.com auction software application platform. All offers to buy a web based business or internet property listed for sale on venforo.com must be made in accordance with the terms and conditions of this Agreement. <br><br> <strong>What must be sold as part of a web based business or internet property</strong> <br><br> Any web based business or internet property listed for sale on venforo.com must offer for sale: <br><br> <strong>a. </strong> all files contained in the web based business or internet property including html code, other source code, logos, images, music, animation, films and other media unless specifically indicated otherwise in the listing details;<br> <strong>b. </strong> all domain names for the web based business or internet property which must be available for transfer to the buyer;<br> <strong>c. </strong> all assets listed and published by the seller on venforo.com as included in the sale; and<br> <strong>d. </strong> if specified in the listing, the seller's rights and obligations related to Third Party Agreements<br><br><br> <h4>Legal Relationship Between Buyers and Sellers</h4> <strong>Legal Status of Agreeing to sell a web based business or internet property</strong> <br><br> <strong>a. </strong> A bid to buy a web based business or internet property, whether made in a BuyNow or Incognito sale or in an auction, is binding and irrevocable on the buyer.<br> <strong>b. </strong> In the case of an auction, the bid to buy a web based business or internet property will terminate once a higher bid is made by a third party. <br> <strong>c. </strong> In the case of a BuyNow sale, the bid to buy a web based business or internet property will terminate the auction once the bid to buy is placed at the BuyNow price as specified in the listing by the seller.<br><br> <h4>Listing Exclusivity on venforo</h4> You agree that if you, as a seller, purchase a listing of a web based business or internet property for sale on venforo.com, then, for the listing period of that auction or sale, you will not market or promote or offer to sell the web based business or internet property, through any other third party service or make direct approaches to potential buyers outside venforo. <strong>The purpose of this restriction is to avoid you potentially entering into agreements to sell your web based business or internet property to multiple buyers at the same time and to help provide buyers that should they bid to buy the web based business or internet property from you on venforo.com, they will obtain complete ownership to the web based business or internet property.</strong> You acknowledge and agree the purpose of this exclusivity for listing your web based business or internet property on venforo.com. <br><br><br> <h4>Venforo's Role in Relation to Buyers and Sellers</h4> <strong>Venforo provides auction application software and a website to facilitate:</strong> <br><br> <strong>a. </strong> the conduct of business between sellers and buyers;<br> <strong>b. </strong> sellers to publish listings to promote their web based business or internet property for sale; and<br> <strong>c. </strong> sellers to carry out auctions, BuyNow or Incognito sales of their web based business or internet property.<br><br> <strong>You acknowledge and agree that:</strong> <br><br> <strong>a. </strong> venforo does not facilitate payments between buyers and sellers;<br> <strong>b. </strong> venforo does not conduct auctions or sales on behalf of sellers. All auctions or sales are conducted by sellers on their own behalf;<br> <strong>c. </strong> venforo is not an auctioneer;<br><br> <strong>d. </strong> venforo does not guarantee and that a buyer or seller will actually complete a sale of a web based business or internet property or act lawfully in their use of venforo.com; and<br> <strong>e. </strong> venforo provides the software application platform and website (venforo.com) by which seller's may conduct their own auctions, BuyNow or Incognito sales.<br><br> <strong>You acknowledge and agree that:</strong> <br><br> venforo is not a business broker, does not represent any third party in transactions resulting from use of this website, nor do we handle funds or the transfer of assets. You acknowledge and agree that venforo is an independent service provider and is not the employee, agent, partner, subcontractor of any seller or buyer in relation to the sale of a web based business or internet property listed for sale on venforo.com. <br><br> <strong>You agree that:</strong> <br><br> you do not have the power to bind venforo to any obligation owing to a third party. You agree that by using the venforo software application and website (either as seller or buyer) that venforo, in enabling your access to venforo.com, is providing a platform for you to meet other sellers or buyers. venforo is not a party to any transaction or agreement between any seller or buyer and is not responsible for any act or omission of any seller or buyer. <br><br><br> <h4>Payments</h4> <strong>Fees payable by a seller</strong> <br><br> <strong>a. </strong> When you, as a seller, publish a listing for the sale of your web based business or internet property on venforo.com, you will pay venforo the listing and closing fees which relate to the setup and publishing of the listing and the sale of the your web based business or internet property.<br> <strong>b. </strong> The fees will be payable at the times specified by venforo on venforo.com and are subject to change at any time without prior notification.<br> <strong>c. </strong> From time to time venforo may offer sellers a special promotional coupon code for all or part of its fees. These codes are issued solely at the discretion of venforo.<br> <strong>d. </strong> Fees may be paid using a valid credit card, bank check or money transfer or any other method of payment specified by venforo from time to time.<br> <strong>e. </strong> The obligation for payment of the closing fee will be waived or payment refunded if the winning bidder fails to fulfill the obligations of a buyer of the auction due to lack of payment to the seller <strong>AND</strong> the listing of the web business or internet property in questions is re-listed for sale on venforo within 30 days.<br><br> <strong>Processing of Refunds</strong> <br><br> If venforo issues you a refund, that refund will be paid to you using the same payment methods used to pay any fees to venforo or via any other method venforo chooses from time to time. venforo may refund an amount of any venforo fees paid by you if venforo is required by law or considers that it is required by law to do so. venforo's determination as to whether a refund is to be paid is conclusive and final and may not be challenged by you. <br><br> <strong>Removal of a Listing </strong> <br><br> If you, as a seller requests early termination or removal of a listing prior to expiration of the listing period then, unless otherwise provided a written statement by an authorized employee of venforo to the contrary, there will be no refund of any amount of the seller's fees paid in respect to the listing and sale of the web based business or internet property for sale on venforo.com. <br><br><br> <h4>Suspension of Your Account and Use of venforo.com</h4> Without limiting venforo's other rights under this Agreement, venforo may suspend your account and your use of the venforo.com website, with or without notice to you, and for any reason in its sole and absolute discretion, including if: <br><br> <strong>a. </strong> venforo considers that you have breached any of your obligations to venforo under the terms and conditions of this Agreement;<br> <strong>b. </strong> venforo considers that you are using your account in bad faith or to collude in any way to reduce the amount of fees that would ordinarily be payable to venforo;<br> <strong>c. </strong> you are using your account and the venforo.com website including private and public communication for illegal or fraudulent activity or in a way which venforo in its sole discretion considers offensive, unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;<br> <strong>d. </strong> in venforo's sole discretion, your use of the venforo.com website is resulting in an abnormal load on venforo's servers or venforo's other services;<br> <strong>e. </strong> if a notice of a claimed copyright infringement has been lodged against you,<br> <strong>f. </strong> if venforo has reasonable grounds to believe that you are a serial infringer of copyright or other Intellectual Property Rights.<br> <br> <strong>You agree:</strong> <br><br> <strong>a. </strong> venforo may suspend your account and use of the venforo.com website at any time including without limitation, during or after a listing period;<br> <strong>b. </strong> venforo's suspension of the services may, in venforo's sole discretion, apply to only some of the venforo.com service and/or for a fixed or indefinite period of time; and<br> <strong>c. </strong> venforo may in its sole discretion reactivate your account and enable access to venforo.com for you at any time following suspension;<br> <strong>d. </strong> you may not make claim to withdrawals or for refund of any venforo fees during any period of suspension of your account. Further, venforo may in its sole discretion retain the balance of all fee payments in your account towards compensating venforo for any loss and damage it may have suffered as a result of your breach of this Agreement which lead to the suspension of your account and use of venforo.com. <br> <strong>e. </strong> During a suspension of your account, any listings may be suspended or terminated as determined by venforo in our sole discretion.<br> <strong>f. </strong> To allow venforo from time to time to monitor public comments and private messages to ensure compliance with website rules and/or the Terms of Use Agreement.<br> <br><br> <h4>Term and Termination</h4> This Agreement will commence on the date that you first register for an account with venforo and will terminate at the later of the date that: <br><br> <strong>a. </strong> the account is terminated or closed; or<br> <strong>b. </strong> you otherwise permanently cease using the venforo.com website and software application platform.<br><br> If, after termination of your account, your account is reactivated or a new account is created, or you otherwise recommence to use venforo.com, then you will again become bound by this Agreement at that time. <br><br> This Agreement and your account may be terminated by venforo at any time for any reason whatsoever with or without notice to you. This Agreement may be terminated by venforo immediately on written notice including electronic mail to you: <br><br> <strong>Upon the termination of this Agreement:</strong> <br><br> <strong>a. </strong> any listings which you have published on venforo.com will instantly terminate and be removed;<br> <strong>b. </strong> venforo will withdraw the use of venforo.com and its services from you;<br> <strong>c. </strong> venforo may withhold a reasonable portion of any amount payable to you (with such amount to be determined by venforo in its sole discretion) on account of credit card charge backs, refunds, payments due to third parties on your behalf (if any) or other costs and expenses which may be incurred by venforo following termination (including as a result of a breach by you).<br><br><br> <h4>Indemnity</h4> You indemnify venforo, its agents, officers, employees, and Third Party Providers ("Indemnified") against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which any of the indemnified suffer or incur as a direct or indirect result of: <br><br> <strong>a. </strong> any breach by you of any representation, warranty or term of this Agreement;<br> <strong>b. </strong> any breach by you of your obligations to a third party, including another seller or buyer;<br> <strong>c. </strong> any infringement by you of the rights of a third party including Intellectual Property Rights; and<br> <strong>d. </strong> any legal proceedings threatened or initiated against venforo by a third party as a result of the events.<br><br><br> <h4>Disclaimer</h4> The materials on venforo's website are provided "as is". venforo makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, venforo does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the third party postings, data, information or materials on its internet website or otherwise relating to such materials, information or on any sites linked to this site. Any reliance you place on such information is therefore strictly at your own risk. <br><br><br> <h4>Limitations </h4> <strong>a. </strong> In no event shall venforo or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the information, data and material on venforo's website, even if a venforo authorized representative has been notified orally or in writing of the possibility of such damage. Every effort is made to keep the website up and running smoothly. However, venforo takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control. <br> <strong>b. </strong> venforo is not a business broker, does not represent any third party in transactions resulting from use of venforo.com, nor do we handle funds or the transfer of assets. It shall be your own responsibility to ensure that any services provided meet your specific requirements.<br> <strong>c. </strong> venforo is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid to venforo are the property of venforo and venforo may use those funds as it determines to be necessary.<br> <strong>d. </strong> Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.<br> <br><br> <h4>Force Majeure</h4> You agree that venforo and its Third Party Providers will not be liable or responsible for any failure in, or delay to, use of venforo.com. venforo complying with its obligations under this Agreement, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of: <br><br> <strong>a. </strong> denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;<br> <strong>b. </strong> fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;<br> <strong>c. </strong> a significant demand is placed on venforo's services which is above the usual level of demand and which results in a failure of venforo's software and hardware to function correctly;<br> <strong>d. </strong> the failure of any third party (including without limitation, any bank or other financial organization) to fulfill any obligations to venforo; or<br> <strong>e. </strong> any other circumstances or events which are beyond the reasonable control of venforo or the Third Party Provider.<br> <br><br> <h4>Revisions and Errata </h4> The information and data appearing on venforo's website could include technical, typographical, or graphic errors. venforo does not warrant that any of the materials, information and/or data on its website are accurate, complete, or current. venforo may make changes to the materials contained on its website at any time without notice. venforo does not, however, make any commitment to update the materials. <br><br><br> <h4>Links and Postings </h4> venforo has not reviewed all of the sites linked to or third party postings of information and data on its website, venforo.com and is not responsible for the contents of any such linked site or published information and data by third parties. The inclusion of any link or their postings on venforo's website, venforo.com, does not imply endorsement by venforo of the site or web property postings. Use of any such linked website or business transacted related to a third party published listing on venforo is at the user's own risk. <br><br><br> <h4>Site Terms of Use Modifications</h4> venforo may revise this Agreement for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of this Agreement. <br><br><br> <h4>Governing Law </h4> Use of this website and any dispute arising out of such use of venforo's website, venforo.com shall be governed by the laws of the State of Illinois, United States of America without regard to its conflict of law provisions. <br><br><br>