Terms and Conditions

Manistar Electronics's Site Member Agreement This Agreement provides the terms and conditions under which Manistar Electronics, Inc., offers its auction service ("Service" or "Services") to you through its Web site located at http://www.manistar.com (the "Site"). Your use of the Service as a member ("Member" or "User") constitutes your agreement to all such terms and conditions herein. Manistar Electronics, Inc. reserves the right in its sole discretion and without notice to amend or modify the terms and conditions under which the Service is being offered to you. 1. USE LIMITATION The Service is intended for Member's business use only. Access to and use of the Service is through a combination of a User Name and Password. You may not access the Service using the name or password of any other party. Unauthorized access to the Service, or to the telecommunications or computer facilities used to deliver such service, is a material breach of this Agreement and may be a violation of law. Member assumes all responsibility for any claim, demand or damage resulting from another party obtaining his, her or its password. Member shall not attempt to modify, de-compile, reverse engineer or otherwise attempt to gain access to any technology or source code underlying the Service. By using the Service you represent and warrant that you are authorized to form legally binding contracts under applicable law and that the information you provide is accurate, current and complete. If you do not qualify, please do not use the Service. We reserve the right at our sole discretion to refuse the Service to anyone at any time. We also reserve the right to restrict your access to parts or all of the Site or Service without notice or liability. Member grants to Manistar Electronics a non-exclusive, worldwide, perpetual, royalty-free and irrevocable license to use the Member information, including any associated copyrights, trademarks, or other intellectual property or proprietary rights. Member may have in the Member information, for any purposes in connection with the Services or the Site. You understand that you are solely responsible for providing accurate and complete information and that, failure to do so, may result in actions taken against you for misrepresentation or fraud by Manistar Electronics, Inc. or other Members. 2. RELEASE AND INDEMNIFICATION Manistar Electronics, Inc. is merely a venue for registered Members to participate in online auctions. Manistar Electronics, Inc. does not guarantee the quality, condition, or ownership of the items advertised for sale on its Site and does not guarantee the accuracy of the information provided in the description of items advertised for sale on its Site. Buyers (as defined below) are encouraged to perform their own review of the quality, condition and ownership of the items advertised for sale. Manistar Electronics, Inc. does not guarantee any individual Member's ability to complete transactions using the Manistar Electronics’s online auction and makes no representation regarding the identity, creditworthiness, or performance of any Member. You may wish to consider using a third party escrow service or services that provide additional Member verification. Since appearance on the Site is not an indication of creditworthiness, trustworthiness or acceptability, Members involved in a sale are advised to communicate directly with other Members through the Ask Seller message relay feature. Because Manistar Electronics, Inc. is not and cannot be involved in dealing between Members, in the event that you have a dispute with another Member (whether a Buyer or Seller, as defined below), you hereby release manistar.com, its subsidiaries, affiliates, directors, officers, employees and agents from and against 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 waive California Civil Code § 1542, which states, "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." Additionally, you hereby agree to indemnify and hold manistar.com, its subsidiaries, affiliates, directors, officers, employees and agents harmless from and against 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 the Service, Site, this Agreement, your violation of any law or the rights of a third party. 3. SUPERVISION Manistar Electronics, Inc. reserves the right to supervise all material, content and information on its Site, including, but not limited to auction listings and bidding activity, to determine compliance with the terms and conditions of this Agreement and all current and future operating procedures and rules of conduct established by Manistar Electronics, Inc. Manistar Electronics, Inc. reserves the right, in its sole discretion, to amend, edit, remove or otherwise block any material posted by a Member which may violate any state, federal or local law or violate any aspect of this Agreement, or which Manistar Electronics, Inc. in its sole discretion, deems obscene, derogatory, abusive, threatening, discriminatory with respect to race or gender, or otherwise disagreeable. However, Manistar Electronics, Inc. does not assume responsibility for reviewing or verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any Member as a result of relying on any material, content and information posted on the Site. 4. MODIFICATION TO SITE Manistar Electronics reserves the right, for any reason, in its sole discretion, to terminate, change or suspend any aspect of the Service or Site, including, but not limited to, content, features or hours of availability. Manistar Electronics may impose limits on certain features of the Service or Site or restrict your access to part or all of the Service or the Site without notice or liability. Members who use the Services and Site represent, warrant and agree that they will not: (i) Falsify or misrepresent any personal or business information regarding their identity or intentions with respect to any matter, including their listings and bids submitted to purchase assets or merchandise; (ii) Post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that Manistar Electronics, in its sole discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect to race or gender, or is otherwise disagreeable; (iii) Post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that contains a virus, Trojan horse, worms, time bombs, cancelbots, or any other harmful software code or programming routine that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (iv) Post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that is unlawful, fraudulent, or otherwise disagreeable, including without limitation, any information, communication or transmission that constitutes or supports the commission of any illegal activity or any violation of local, state, national or foreign law, statute, ordinance or regulation (including without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (v) Post, publish, transmit, distribute, or upload any information through or link directly or indirectly any information to the Site that violates any copyright, trademark or any other proprietary intellectual property rights of others, unless the Member has obtained permission from such owner and such action would not violate any of the above rights in such property; (vi) Post, publish, transmit, distribute, or upload through or link directly or indirectly any information to the Site any bulk e-mail solicitations, chain letters, solicitations, advertisements, pyramid schemes or any other unsolicited communication, including without limitation, spanning Manistar Electronics’s site Members; (vii) Use, reproduce, distribute, publish or communicate any information obtained from the Site, including any auction listing, for any commercial reason, unless such activity has been expressly approved in writing by Manistar Electronics, Inc.; (viii) Create liability for Manistar Electronics or cause Manistar Electronics to lose (in whole or in part) the services of Manistar Electronics's ISPs or other suppliers; or (ix) Manipulate the price of any auction on the Site, directly or indirectly, by shill bidding (bidding on your own auctions) or by submitting or encouraging the submission of false bids under another name or through another agent, representative, employee, advisor or affiliate. 6. SELLER CONDUCT AND BEHAVIOR Members who use Manistar Electronics's Site to sell assets or merchandise of any kind ("Sellers") agree that: (i) Listing Information. Sellers are solely responsible for the accuracy, completeness and validity of all information describing the item listed for sale (the "Listing Information" and the "Listed Item"). Sellers, who post merchandise for sale on the Site, represent and warrant that they are the lawful owners of such listed assets and merchandise. Each Seller represents and warrants that all Listing Information provided is accurate and truthful regarding the type, quantity and condition of the assets or merchandise in any auction posted by the Seller on the Site. Sellers understand and agree that Manistar Electronics, in its sole discretion, may take any action it deems necessary to review, edit or remove any listing information provided with respect to any item posted by a Seller. (ii) No Unlawful Items. Sellers agree that they will not attempt to sell any illegal items of any kind through the Site and Service, including all stolen or counterfeit goods, which Manistar Electronics, in its sole discretion, deems to be illicit or unlawful. (iii) Offer to Sell. Upon posting an item for sale, Seller is irrevocably offering to sell that item to any Buyer who satisfies the requirements of the auction and terms of payment. In the event that Seller and Buyer cannot agree on terms of payment, both parties agree to use a third-party escrow service paid for by Buyer. Third-party escrow service is available at additional charge for highly secure transactions that benefit both parties. Failure of a Seller to complete the sale of an item to a qualified Buyer may also result in liability for liquidated damages or compulsion of specific performance to the Buyer. Failure to complete a sale may result in suspension or termination of Seller's ability to use the Site or Service. (iv) Listing and Promotion Fees. Sellers shall pay Manistar Electronics no basic listing fee for each item posted. Sellers agree that they shall promptly pay Manistar Electronics for any promotion fees including, but not limited to, placement in the Hot Item or Featured Item section on the Site and use of bold auction headings within a product category. All such promotion fees are due and payable regardless of whether a transaction is completed. (v) Transaction Fees. Sellers shall pay Manistar Electronics a transaction fee of seven percent (7%) of the final aggregate gross transaction price for each completed sale of a Seller's Listed Items within thirty (30) days of such completed sale. Manistar Electronics will assume any sale is completed when a Bid is submitted that meets or exceeds the minimum bid amount on the date the period for listing such items has expired and bill the Seller accordingly. A Seller's obligation to pay transaction fees incorporates by reference the Non-Circumvention clause contained in Section 8 herein. (vi) Payment of Fees. All fees and other amounts payable pursuant to this Agreement shall be paid in United States dollars, free and clear of, and without deduction or withholding on account of, taxes of any kind. 7. BUYER CONDUCT AND BEHAVIOR Members who use the Site to bid on and purchase assets or merchandise of any kind ("Buyer" or "Buyers") represent, warrant and agree that: (i) Binding Bid. Buyer, by bidding on any auction item, is demonstrating Buyer's intention and financial capability to purchase that item, and at the close of an auction, in which Buyer has the highest bid, Buyer may not retract, amend or modify its bid. (ii) Buyer Acceptance or Refusal. After the close of an auction in which Buyer has the highest bid, Buyer is required to accept shipment of Seller's assets or merchandise. In the event that Seller and Buyer cannot agree on terms of payment, both parties agree to use a third-party escrow service paid for by Buyer. Third-party escrow service is available at additional charge for highly secure transactions that benefit both parties. Buyers agree that the only reason a Buyer may refuse merchandise or assets is the commitment of fraud or gross misrepresentation regarding the type or condition of the Seller's merchandise, in which case Buyer will notify the third-party escrow service, Manistar Electronics and Seller immediately. (iv) Damages. In the absence of Seller fraud or gross misrepresentation, failure of Buyer to complete the purchase of an item may result in damages, including but not limited to specific performance of the Buyer. Buyer's failure to purchase an item after a Buyer's high bid is accepted may result in suspension or termination of Buyer's ability to use the Site or Service. (v) Buyer Identity. Buyer may not participate on the Site by any other username or identification number than that provided by Manistar Electronics in the Buyer's registration to use the Site and Service. 8. NON-CIRCUMVENTION Members (Buyers or Sellers) agree not to negotiate, communicate, or transmit any information of any kind with any other registered Member (whether or not the Member has placed a bid) in an attempt to complete the sale of Listed Items on the Site outside of Manistar Electronics's Site or Service. In the event a Seller completes a transaction with any registered Member within 180 days following the expiration of a Seller's auction, Seller understands and agrees they are obligated to immediately remit a transaction fee to Manistar Electronics up to twenty percent (20%) of the final aggregate gross sale price for the Listed Items first listed on the Site. This non-circumvention clause shall apply to Members and their principles, agents and representatives, including but not limited to employees, consultants, bankers, attorneys, accountants, assignees, heirs and transferees. This non-circumvention clause shall apply to any assets or merchandise listed for sale on the Site and any and all future transactions of assets or merchandise similar to the assets or merchandise first listed for sale on the Site. Further, to ensure that Buyers and Sellers are not able to complete transactions outside the Site or Service, Buyer's will remain anonymous and their identity confidential and will submit bids by using a user name or identification number supplied by Manistar Electronics to Buyer in their registration. Failure of Buyer to use such name or otherwise reveal their identity to Seller before transaction of the sale shall result in Buyer's suspension and termination of use of the Site or Service. 9. RESOLUTIONS OF DISPUTES BETWEEN BUYERS AND SELLERS In the event of a dispute between Buyer and Seller in connection with a pending transaction, all Members agree to cooperate with Manistar Electronics's customer service department to resolve the dispute. If Manistar Electronics cannot resolve the dispute within seventy-two (72) hours, each Member agrees to submit their dispute to an individual arbiter, selected by Manistar Electronics, Inc. with experience in the auction industry. Each Member agrees to cooperate with the arbiter and submit all required information to the arbiter in order to enable such arbiter to render a decision. Members agree to accept, without limitation, the decision of the arbiter concerning the disputed transaction as binding and final. All costs and expenses of the arbiter shall be paid for by one or both of the Members involved in the dispute, as reasonably determined by the arbiter. 10. INTERRUPTION OF SERVICE Members understand that Manistar Electronics shall take all commercially reasonable efforts to make its Site and Service available. However, Manistar Electronics is not responsible for any damages or losses related to any system errors or interruptions affecting its Site or Service and the processing of any online auctions or sales. Members understand that the Site or Service may be unavailable unexpectedly as a result of circumstances beyond its control. 11. RECORDKEEPING Manistar Electronics cannot guarantee the preservation or maintenance of records relating to historical auction transactions and bidding activity and encourages Members to keep individual records and an accounting of all activity conducted through the Site. 12. TAXES Members acknowledge and agree that Manistar Electronics, Inc. does not have any responsibility to report, calculate, determine or anticipate the payment of any taxes which may be assessed or owed by any Member in connection with the use of the Site and Service. Members understand and agree that they are solely responsible for the calculation and payment of any taxes which may be incurred as a result of using the Site and Service. 13. NO AGENCY The relationship between Members and Manistar Electronics is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of this Agreement. 14. NOTICES All notices under this Agreement shall be provided to Member via email to the email address provided by Member on its registration form. Notices to Manistar Electronics should be delivered via email to support@manistar.com. Member hereby consents to being contacted by Manistar Electronics from time to time in connection with new services, updates, promotions, etc. 15. TERMINATION The terms and conditions of this Agreement constitute a binding agreement between Manistar Electronics and each Member until terminated by the Member or Manistar Electronics, Inc. Manistar Electronics, Inc. may at any time, in its sole discretion, terminate a Member's access to the Site and Service. Members may discontinue their use of the Site and Service at any time and notify Manistar Electronics, Inc. of termination of their status as a registered Member. 16. DISCLAIMER OF WARRANTIES Manistar Electronics PROVIDES THE SITE AND SERVICE "AS IS" AND DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT IN CONNECTION WITH ANY ITEM LISTED, PURCHASED OR SOLD THROUGH ITS SITE AND SERVICE. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A MEMBER, WHETHER ORALLY OR IN WRITING, FROM Manistar Electronics SHALL CREATE ANY IMPLIED WARRANTY. MEMBERS ARE INSTRUCTED TO USE THE SITE AND SERVICE AT THEIR OWN RISK. 17. LIMITATION OF LIABILITY IN NO EVENT SHALL Manistar Electronics, Inc. BE LIABLE FOR ANY DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOST GOODWILL, OR LOST SALES. IN NO EVENT SHALL THE TOTAL LIABILITY OF Manistar Electronics, Inc. TO A USER FOR ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATION SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. 18. ARBITRATION Other than disputes between Buyers and Sellers which are addressed in Section 9, any controversy or claim arising out of or relating to this Agreement or the Service 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 Los Angeles, California, and the judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Manistar Electronics may seek interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect the rights or property of you or Manistar Electronics pending the completion of arbitration. 19. OWNERSHIP Manistar Electronics shall retain all right, title and interest in and to the Site and Service, including all intellectual property rights therein and thereto. Member acknowledges that Manistar Electronics, Inc. may compile aggregate data related to Member's use of the Site and Service and that Manistar Electronics may use, reproduce and make commercially available to third parties such aggregate data. Such aggregate data shall be the property of Manistar Electronics and can be used without notice to or approval of Member. 20. MISCELLANEOUS This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes any and all prior agreements between Manistar Electronics, Inc. and Member. The failure to enforce any provision of this Agreement will not result in a waiver of any rights either party may have under this Agreement. If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible and the remainder of this Agreement shall continue in full force and effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Manistar Electronics's failure to act with respect to a breach by you or other Members does not waive our right to act with respect to subsequent or similar breaches. Manistar Electronics will not be liable for any delay or failure associated with the Site or Service beyond its control or otherwise, including natural disasters, acts of government or war, etc. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof. Members further agree to the exercise of personal jurisdiction in the State of California in connection with any dispute or claim involving Manistar Electronics, Inc. I certify that I have read and understand the Member Agreement for Manistar Electronics, Inc. and that my organization agrees to be bound by them when buying or selling parts using the facilities operated by Manistar Electronics, Inc.