Auction Terms & Conditions
AUGUST 5 - AUGUST 26, 2015 ONLINE WEBCAST AUCTION - TERMS AND CONDITIONS
This auction will open at 1:00 PM est on 8/5/15 and close for final bid webcast on 8/26/15 at 10:00 AM est
BIDDING PARTICIPATION 101:
1 - Click on the Register to Bid Button Below
2 - Agree to the Terms of the Auction
3 - After Submitting Registration click on View Catalog to place your bids
4 - If you cannot join the online auction on August 26th, leave your highest Bid and the system will bid for you to that max bid amount
5 - Lots are located in multiple locations. See each lot for location description
Enjoy bidding from the comfort of your Office, Home or on your Mobile Device.
Items Located in Multiple Locations- Location is Listed in Each Lot Description
**Payments: Cash, Checks or Money Order payment can only be made at the Compass Main Office located at 901 Cherokee Blvd, Chattanooga, TN 37405
**Credit Cards will be processed 48 hours after invoicing unless you contact our office to make other arrangements email: firstname.lastname@example.org or call 423-702-6180
** - Payments cannot be accepted during pickup or at the item locations.****
1. Item Pickup Scheduling is set by Appt. only - Scheduling is Required
2. Pickup Times will be scheduled Monday - Friday 8-3 EDT. - Weekend Pickup is not available
3. Pickup instructions will be included at the time of payment
4. Items are located in multiple areas
TERMS AND CONDITIONS:
Buyers Premium: 10%
Sales Tax : All Tax Exempt
Participation Requirements: Valid Credit Card Authentication and approval by auction company is required for bidding registration.
NOTE: Removal Dates & Times: All items must be picked up by
September 4, 2015 or will be forfeited. Times between 8:00am-3:00pm est M-F by appointment only.
*If buyer has any questions in regards to location contact the Compass office 423-702-6180.
NOTICE: Payment Options: **PAYMENT BY CASH OR CHECK CAN ONLY BE ACCEPTED AT OUR MAIN OFFICE LOCATION @ 901 Cherokee Blvd. Chattanooga, TN. 37405 - Credit Cards will be processed 48 hours after invoicing unless other arrangements are made with the office - email email@example.com or 423-702-6180
We accept - Cash (in our office), Visa, MasterCard, American Express, is a 3% additional charge, and Bank Wire Transfer ($18.00 domestic) ($34.00 International), checks ( in our office) accepted only with a Bank letter of Credit with the following information included:
1) All Internet Buyers wishing to pay by check must provide a Bank Letter of Guarantee. All letters must be faxed to 423-702-6179 or emailed to firstname.lastname@example.org.
The letter must state and represent as follows:
"Mr. (Customer Name) is a customer in good standing at our bank. We will guarantee the payment of checks on his/hers account (Account Number) up to (specify amount) dollars for
purchase at your auction in (Auction Location) on (Auction Date). We hereby agree that no stop payment will be issued in conjunction with this letter."
Payment Instructions: -All purchases must be paid for day of auction unless arrangements/agreements have been made PRIOR to auction.
Wire Transfer, Visa, or Master Card, Amex accepted; a 3% administration fee will apply to all credit card purchases.
ALL Payment MUST be received within 48 hours of auction regardless or scheduled pickup or transport times. Compass Auctions reserves the right to charge any additional fees associated with pursuing the collection process for any outstanding and nonpayment invoices.
WIRE TRANSFER INFORMATION INTERNATIONAL & DOMESTIC: Please contact Compass Auctions & Real Estate for information on wire transfers. The information will be in emails sent to online winning bidders. There is a $18.00 basic wire transfer fee for domestic, $34.00 for international. This amount must be included with the bank wire transfer otherwise the credit card on file will be charged the appropriate amount. Auction company reserves the right to hold items until final payment has been processed in its entirety.
Currency Type: USD
Shipping/Pick Up Instructions: Buyers are responsible for all shipping arrangements, valid sales tax requirements, exporting requirements/fees. Removal from auction location on day of auction, or within 7 business days. All items must be paid in full prior to removal. Storage fees may apply after 14 days. Compass Auctions, nor any consignor, will not be responsible for transport. All items become the property of the buyer at time sold and buyer will take full responsibility of items, Compass Auctions nor consignor, is not responsible for damages incurred due to loading and unloading, or during shipment of items, all items are sold as is, where is. Compass Auctions nor consignor will in no way be responsible for any damages or injuries in anyway while providing a lift and/or loading services, the lift and loading is provided as a service to the buyers where available and buyer will release and hold harmless any injuries or damages to property that may occur due to the use of the lift and loading service. Removal is fully at the buyers expense and responsibility. Packaging, Shipping, and all transportation is the responsibility of buyer. Compass Auctions nor consignor in no way will be liable for any damage in loading or shipping. In the event that Bidder does not make arrangements and/or pay for shipping, or have items removed in the allotted time disclosed, Bidder shall have no claim against Compass Auction nor consignor, and buyer will forfeit the merchandise with no refunds. All items must be removed by 7/3/2015.
Compass Auctions can provide basic pallet wrapping for a charge of $75.00 per pallet, Compass will not assume any responsibility for damage from transport or for any reason, Compass provides this as a service only to assist buyers. Buyer will otherwise be fully responsible for all packaging, shipping & removal of items.
Location: Items are located at multiple sites - see item description or contact Compass office for details.
Checkout Date & Times: Please see above info: if special arrangements are needed please contact the auction company. 423-702-6180 or email@example.com
Special Terms & Conditions: -This property is being sold "AS IS", "WHERE IS", NO REFUNDS or EXCHANGES. NO credit card charge backs. ALL SALES ARE FINAL. There are no guarantees or warranties expressed or implied. Statements, conditions, or descriptions, accurate weights or measures, on or about items in the auction are provided in good faith and are only matters of opinion. The Auctioneer and Seller disclaim all warranties, expressed or implied, about the merchantability of the items and their fitness for a particular purpose. Items offered may or may not be sold as described and/or photographed in this brochure. Buyer/rigger is responsible for all waste/oil/substance in the removal of assets, along with all spills that may occur during the removal process. All sales are made "As Is, Where Is" and Buyer acknowledges having inspected the property whether in person or online and to be satisfied with same prior to bidding. Buyer is solely relying upon its own expertise in choosing to make any purchase. Compass Auctions & Real Estate and Seller assume no liability for any environmental issues in the assets being sold. Compass Auctions & Real Estate,llc and seller makes no warranties or guarantees of any sort regarding any environmental issues and assume no liability of any sort if any ever do exist. All counts of items are approximate. All information provided by the seller is believed to be correct, but not guaranteed by Compass Auctions & Real Estate llc. All announcements made by Auctioneer at/or during the auction will take precedence over previous printed materials, web site, or any other statements or descriptions made. A 13% Buyer`s Premium will be added to all purchases; a 3% administrative fee will apply to all credit card purchases. If you do not currently have the funds to pay for your purchases DO NOT BID. Feel free to contact Compass Auctions & Real Estate at firstname.lastname@example.org or 423-702-6180 with any questions about the auction or the items in the auction.-SALES TAX WILL BE CHARGED on all purchases unless otherwise stated in the above section. By registering to bid, buyer agrees and adheres to all terms and conditions of this auction.
On-Line Bidding Terms: -A 10% Buyers Premium will apply -A bank wire transfer fee of $18.00 for domestic $34.00 for international will be added to all bank wired funds. -Compass Auctions & Real Estate has strived to accurately prepare and describe all items in this catalog. All items are sold "AS IS" or "WHERE IS". It is solely the bidder's responsibility to determine the exact condition and approximate count of each item that he or she bids on. -It is the responsibility of the Bidder to attend the auction preview, or schedule an independent preview to satisfy themselves as to the age, condition, value, count, or any other determining factors of the items. Compass Auctions has attempted to provide the correct item description and/or pictures however any errors or omissions in any provided format, description, or picture, does not affect/or void the sale in anyway, all items are sold as is where is and all sales are final. Compass Auctions & Real Estate will NOT be responsible for any errors and/or omissions in the description, and/or pictures of the items. Bidder agrees that under no circumstances whatsoever will Compass or consignors ever be liable to any bidder for an amount greater than the purchase price of the item they purchased and only when in agreement that statement materially and intentionally was incorrect. Statements, conditions, or descriptions on or about items in the auction are provided in good faith and are only matters of opinion and are approximation. Any dismantling of items is prohibited on the auction site or any consignor property. Under NO circumstances shall the Bidder have any claim against Compass Auctions & Real Estate or consignor in the event of any technical issues. Bidder is bidding on item information only. Pictures of items are provided as a reference only and may not always display accurately with correct lot or context. If buyer has a question in regards to lot information contact our office prior to bidding. Even though an item may display as "sold" on the internet, no sales are final until they are certified by Compass Auctions and Bidder receives an invoice with good payment. This auction company has requested and been granted access to see all bids placed including any maximum pre-bids. This auction is permitted to engage in this activity by providing this clear disclosure to you, the bidder. The bids are advanced at pre-set increments available on the bidding web page. From time to time Compass Auctions may accept items with undisclosed reserve prices. The seller and Compass Auctions reserve the right to bid on behalf of the seller on items on which there may be a reserve. Compass Auctions may reject or cancel any bid for any reason. The record of the auction made by Compass Auctions shall be conclusive. This is a Public Auction and as such, all qualified bidders may bid including Compass Auctions owners, family members and employees and any consignor company, group members or employees.-Compass will not be responsible for any missed bids from any source. -By bidding on any item in the auction the registered bidder has accepted the terms and conditions of the auction and acknowledges that this is a legally binding contract. -If you win an item in the auction you will be notified by email within 48 hours. All items will be charged to the credit card on file within 48 hours after billing unless other arrangements are made PRIOR to the online auction start time. The initial invoice you receive after the auction close will be used for billing, any additional fees or charges may be sent in a separate invoice and charged to the credit card on file. -All accounts will be settled at the conclusion of the auction or within 72 hours with prior approval. We accept Cash, Visa, MasterCard, American Express and Bank wire transfers (within 48 hours of auction close ) as determined by the auction payment terms listed. Checks must be Pre-Approved by Compass Auctions & Real Estate. -
Compass Auctions & Real Estate reserves the right to withdraw or re-catalog items in the auction as needed. All announcements made day of auction or posted as an update in the terms & conditions will take precedents over any and all written, verbal or electronic statements, Auction Company reserves the right to update terms and conditions at any time without notice. Registration: -Online bidding will be conducted with Bidopia -Internet Bidders are required to register with Bidopia and receive an Auction Registration Bidder Number. Compass Auctions & Real Estate is providing Internet Auction bidding as a service.
We will not be held responsible for any issues with technology, Auction, or Live Bidding over the internet. - Internet bidders who desire to make certain their bid is acknowledged should use the proxy-bidding feature and leave their maximum bid 24 hours prior to the beginning of the auction. -By bidding on any item in the auction the registered bidder has accepted the terms of the auction.
Compass Auctions & Real Estate reserves the right to refuse service or decline registration to any person or persons. -A winning bid is a legal binding contract to buy and provide good funds. Title to the merchandise transfers to Bidder, only when Bidder`s payment is honored. No items will be removed without final payment received. Auction Company reserves the right to hold items until payment can be
finalized in its entirety.
Packaging & Shipping: -The Buyer is ultimately responsible for all removal, packaging, shipping, and insurance costs. Compass Auctions and consignors in no way will be liable for any damage in loading or shipping. In the event that Bidder does not make arrangements and/or pay for shipping, or have items removed in the allotted time disclosed, Bidder shall have no claim against Compass Auction or consignors and will forfeit the merchandise with no refunds or recourse.
If you plan to register a titled vehicle in an area that requires an emission or other test, emissions or other tests are not guaranteed and it is sold AS-IS unless stated otherwise in the item description. All titled vehicles are sold AS-IS TOW AWAY in regards to emissions tests. Emission tests are not provided unless it is stated in the item description. If an emission test is provided, it is only valid in the area for which it was issued. It is the buyer`s sole responsibility to determine if a titled vehicle is legal and able to be registered where buyer lives.
EXPORT. Buyer agrees to comply with applicable export control laws and regulations of the United States (including, without limitation, 15 C.F.R. Parts 730, 736, 738, 744, or 774, and 10 C.F.R. Parts 810.7 and 810.8). Buyer agrees not to export, directly or indirectly, any property or items purchased hereunder to:A. Cuba, Iran, North Korea, Sudan, or Syria;B. any person or entity listed on any United States government denial list, including but not limited to, the United States Department of Commerce Denied Persons, Entities, and Unverified Lists; The United States Department of Treasury Specially Designated Nationals List; and the United States Department of State Debarred List; and C. any entity Buyer knows, or should know, will export the items or property purchased hereunder in violation of applicable export control laws and regulations of the United States.
Domestic customers: All property is sold F. O. B. Origin/Collect (unless otherwise noted); which for the purposes of this agreement are defined as follows: customer is responsible for all transport arrangements and payment, transference of ownership is established to the buyer at the point of origin when loaded upon the buyers appointed conveyance.
Export shipments: Non-domestic customers- All property is sold Incoterms Ex-Works-Origin. Buyer shall arrange and bear all customs taxes and charges and arrange for the loading of the purchased goods. Buyer agrees to comply with all applicable United States export laws and regulations. Compass Auctions is not the originator nor responsible for any fees or taxes.
INJURY AND DAMAGE:
Bidder acknowledges responsibility for any personal injury or property damage caused by themselves or his or her agent, and further agrees to hold the auctioneers Compass Auctions & Real Estate and consignors harmless from any personal injury to himself or his agents and any property damage incurred on auction/consignor premises, and releases Compass Auctions & Real Estate and clients from any liability due to any damage or injury.
The auctioneers Compass Auctions & Real Estate are acting as the sellers agents.
Auctioneer shall designate the winning bidder after each item is auctioned. If a dispute arises between two or more bidders, the Auctioneers reserve the right to reopen the bidding. The auctioneer's designation of a buyer shall be final.
Any and all disputes that require litigation shall be administered and shall be enforced and brought in The State of Tennessee, Hamilton County, and governed by the laws of the State of Tennessee. Compass Auctions & Real Estate reserves the right to select the venue for the litigation proceedings whether by arbitration or litigation. Compass Auctions reserves the right to receive compensation of and all legal fees, collection fees and any other charges incurred by Compass Auctions & Real Estate as a result of any legal action.
BY REGISTERING, BIDDING, AND/OR ATTENDING THIS AUCTION YOU AGREE TO ALL TERMS & CONDITIONS AS ACKNOWLEDGED AND SET FORTH BY COMPASS AUCTIONS & REAL ESTATE
FOR FURTHER INFORMATON PLEASE CONTACT COMPASS AUCTIONS & REAL ESTATE
423-702-6180 OR email@example.com
Sebae Data Solutions, Inc.
SERVICE TERMS AND CONDITIONS
ACCEPTANCE OF TERMS
Sebae Data Solutions, (the makers of Auction Flex & HiBid (formerly Bidopia) hereafter referred to as "Sebae"), provides its service to you, subject to the following Terms & Conditions ("TAC"), which we may update from time to time without notice to you. The most current version of the TAC can be found found at any time by visiting the link: http://www.auctionflex.com/showtandc.ap
USE AND REGISTRATION
Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended members. If you are under the age of 18, you can use this service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our service. If you are registering as a business entity, you represent that you have the authority to bind the entity to the TAC.
In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Bidder Information") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sebae has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sebae has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
DESCRIPTIONS OF SERVICE
Sebae provides the following services under the Auction Flex & HiBid trademarks: Integrated Web Service (for auctioneers), internet bidding (absentee, online-only, & webcast). You can learn more about these services in the following sections.
HIBID INTERNET AUCTION PLATFORM & WEB SERVICE DESCRIPTION
Sebae provides the HiBid (formerly Bidopia) Internet Auction Platform & Web Service ("HWS") under the HiBid trademark as a software solution for auctioneers wishing to extend the audience of their live auctions to the internet. The HWS provides various features including internet absentee bidding, internet-only auctions, and webcast auctions.
The HWS is able to changes its appearance to coincide with the website that it is powering. Accordingly, the HWS powers the www.hibid.com website as well as numerous Auction Flex customer websites. This ability to change appearance is a feature of the HWS. Much like internet merchant account providers can host a secure web page for a vendor to easily process payments, the HWS hosts certain portions of the auctioneer's website to easily enable advanced features such as internet bidding.
INTERNET ABSENTEE BIDDING
Internet absentee bidding allows you to place a bid for an item in advance of an auction. This allows you to place bids on lots without actually attending the auction.
Internet only bidding allows you to place a bid for an item prior to the auction lot closing online. In an internet-only auction there is no live auction.
Webcast auctions allow you to bid in real-time against other bidders or place pre-bids prior to a lot going "live".
Lots are sold in accordance with the Auctioneer's terms and conditions which are accessible from each lot's page. It is your responsibility to read and accept the Auctioneer's terms and conditions prior to placing your bid.
When you place a bid you are agreeing to be bound by the Auctioneer's & Sebae's terms and conditions. By placing a bid you are entering into a legally binding and enforceable contract. Please keep in mind that you are bidding against other internet bidders as well as floor bidders, phone bidders, and regular absentee bidders (this list does not constitute a complete list of bidder types but does highlight the common bidder channels).
The auctioneer, at their discretion, can approve or deny bidders. The auctioneer reserves the right to accept or deny bidders for any reason. Prior to approval the auctioneer may contact you to determine your credit worthiness. If the auctioneer approves your bid, the auctioneer will then process your bid in accordance with their terms and conditions.
Should your bid for a lot prove successful, the auctioneer may contact you to arrange for payment & shipping (if applicable). If the auctioneer required registration via a credit card, the auctioneer reserves the right to process your winning bids to the credit card provided during registration.
Sebae, through the Auction Flex & HiBid products & services, facilitates the internet bidding process between the Auctioneer & the bidder. Sebae is in no way a party to the transaction. Because Sebae is not a party to the transaction, you accept that you will have no claim or cause of action against Sebae in respect of the sale (or non-sale) of any Lot. If you have a dispute with an Auctioneer or another user of the Service with regard to the sale (or non-sale) of any Lot you agree that Sebae, its officers, agents, employees will not be liable for losses (including, but not limited to, loss of profits, special loss, indirect loss and consequential los), costs, damages, liabilities, claims, demands and expenses of any kind arising out of or connected with such dispute. You also accept that none of the aforementioned are under any obligation to take any action to resolve any dispute between you and an Auctioneer
Sebae is not responsible for any typographical, pictorial or technical errors in information about Lots on the Site as provided by Auctioneers. Sebae does not evaluate Lots and does not act as a specialist or expert on any related subject matter. Sebae makes no warranties or representation of any kind or nature with respect to Lots (including but not limited to representations or warranties as to the accuracy of description, genuineness, quality, authorship, attribution, provenance, period, culture, source, origin or safety). If you have any questions, e-mail the Auctioneer directly. In particular, make sure that you understand the Auctioneer's payment terms and shipping terms.
The Service requires you to login with your username and password prior to placing a bid on a Lot. Making bids with false information or with stolen credit card information is prohibited and illegal.
Your user name and password are required in order to place internet bids. Making bids in a false name or with an invalid or stolen credit card is prohibited. Each bid carries the computer coding of the Internet provider which allows the individual user to be traced and Sebae may at its discretion release this information to enable legal action to be taken. Sebae may, in its entire discretion, refuse or remove bids where it suspects that bids contravene this prohibition. By placing a bid, you are making a binding and irrevocable offer to purchase the Item at any price up to the maximum bid amount you submit. If you win, you must complete the transaction, subject to any contractual right or other right at law to rescind the contract in certain circumstances. Failure to complete transaction without lawful reason is not only a breach of your contract with the Seller but also a breach of this User Agreement.
The amount bid can be increased but cannot be decreased. The auctioneer may, at their discretion, allow you to withdraw and resubmit a bid in the case of bids containing an obvious typographical error. You may forward a request to withdraw a bid and resubmit a correct bid by immediately sending an email to the auctioneer, however, there is no guarantee that any bid will be withdrawn. Although Sebae will use best efforts to forward all bids, Sebae does not accept any responsibility for lost bids or problems with the recipient auctioneer's ability to process your bid. Moreover, Sebae cannot guarantee that bids received will be processed by the individual auctioneers.
Please note that Sebae's role is limited to the provision of the Site for dissemination and publication of information provided by the Sellers.
THE WINNING BID
The winning bid in an auction will be the highest bid that exceeds any reserve (if a reserve exists). In the case of equal bids, the earliest bid received will be the winning bid. If a higher bid is subsequently withdrawn or removed then the auctioneer shall have the right to accept the next highest bid.
NOTICE OF END OF SALE, PAYMENT & SHIPPING
After the sale has ended, the auctioneer will notify the winning bidder via phone, fax or mail that they have won. If you do not receive notice that you have made the winning bid and think that you are the top bidder, you should check with the auctioneer directly. You will make all payment for Items to the auctioneer in accordance with their terms and conditions.
BUYER'S PREMIUM, TAXES AND DUTIES
If you are a successful bidder, you are responsible for paying any buyer's premium, taxes and duties (including any VAT, sales tax and import duties) that may be imposed on the final price paid for an Item. Accordingly, it is your responsibility to check the applicable taxes and duties that may be imposed on an Item prior to bidding for it.
All material and content as provided by the Service is protected by copyright and similar rights. You can not use or make available any of that material for any commercial purpose.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
DISCLAIMER OF WARRANTIES
You expressly understand and agree that:
a. Your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. Sebae expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
b. Sebae makes no warranty that (i) the service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the software will be corrected.
c. Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
d. no advice or information, whether oral or written, obtained by you from Sebae or through or from the service shall create any warranty not expressly state in the TAC.
LIMITATION OF LIABILITY
You expressly understand and agree that Sebae shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Sebae has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service.
EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of of the previous two sections titled 'Disclaimer of Warranties' and 'Limitation of Liability' may not apply to you.
You agree to indemnify and hold Sebae harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.
The TAC constitute the entire agreement between you and Sebae and govern your use of the Service, superseding any prior agreements between you and Sebae. The TAC and the relationship between you and Sebae shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and Sebae agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Marion, Florida. The failure of Sebae to exercise or enforce any right or provision of the TAC shall not constitute a waiver of such right or provision. If any provision of the TAC is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TAC remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TAC must be filed within one (1) year after such claim or cause of action arose or be forever barred.