Last Updated: October 9, 2024
Effective: November 1, 2024

Please read these Terms and Conditions/User Agreement carefully.

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, if we do, we will place a notice on our site, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

These Terms and Conditions and all policies and additional terms posted on and in our sites, applications, tools, and services (collectively "Services") set out the terms on which Boribids offers you access to and use of our Services. You can find an overview of our policies here. All policies, and additional terms posted on and in our Services are incorporated into this User Agreement. You agree to comply with all terms of this User Agreement when accessing or using our Services.

The entity you are contracting with is: BORIBIDS LLC. In this User Agreement, the entity is individually and collectively referred to as "Boribids," "we," or "us."

Please be advised that this Terms and Conditions contains provisions that govern how claims you and we have against each other are resolved (see "Disclaimer of Warranties; Limitation of Liability" and "Legal Disputes" provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate. If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

2. About Boribids

Boribids is a marketplace that allows users to offer, sell, and buy goods and services throughout Puerto Rico using a variety of pricing formats. Boribids is not a party to contracts for sale between third-party sellers and buyers, nor is Boribids a traditional auctioneer.

Any guidance Boribids provides as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. We may help facilitate the resolution of disputes between buyers and sellers through various programs. Unless otherwise expressly provided, Boribids has no control over and does not guarantee: the existence, quality, safety, or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

Sellers and Buyers who use our Services are independent parties who act on their own behalf and are solely responsible for any transactions they may enter into through the Services. We are not the agent or fiduciary of these parties for any reason (including in connection with the sale, purchase, shipping, packing, storage, handling or dispute of any Item) and are not a party to any sale transaction that may occur between Sellers and Buyers. In no event will any third-party terms, statements or information (including those made by the Seller) constitute any representation or warranty or assumption of liability of any kind by us. On occasion, Boribids itself may sell Items through the Services, in which case we will expressly identify ourselves as the Seller on the Services. In all other cases we do not manufacture, own, sell, inspect or take possession of the Items available on the Services. We reserve the right to determine and control any and all aspects of the Services, in whole or in part including the right to: (i) re-design, revise, refuse, add, or remove any aspect of the Services (including the appearance, design, and functionality of the Services or any Content, as defined below); and (ii) limit, modify, terminate, suspend or refuse the use of any or all of our Services to anyone at any time.

3. Using Boribids

In connection with using or accessing our Services you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:

• breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;

• use our Services if you are not able to form legally binding contracts, or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;

• fail to pay for items purchased by you, unless you have a valid reason as set out in a Boribids policy, for example, where the seller has materially changed the item's description after you bid (see our Unpaid Items Policy);

• fail to deliver items sold by you, unless you have a valid reason as set out in a Boribids policy;

• manipulate the price of any item or interfere with any other user's listings;

• take any action that may undermine the feedback or ratings systems (our Feedback Policies);

• transfer your Boribids account (including feedback) and user ID to another party without our consent;

• share your log in credentials with any third parties.

• create listings, post, or upload content in inappropriate categories or areas on our sites;

• engage in gambling;

• post false, inaccurate, misleading, deceptive, defamatory, libelous, or illegal content;

• distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

• distribute viruses or any other technologies that may harm Boribids or the interests or property of users;

• use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of Boribids;

• circumvent any technical measures used to provide our Services;

• interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;

• export or re-export any Boribids application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;

• infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to Boribids. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Boribids or someone else;

• infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;

• commercialize any Boribids application or any information, data, or software associated with such application, except with the prior express permission of Boribids; or

• harvest or otherwise collect or use information about users without their consent.

Sellers and buyers must meet Boribids minimum performance standards. Failure to meet these standards may result in Boribids charging sellers and/or buyers additional fees, and/or limiting, restricting, suspending, or downgrading your seller account.

If we believe you are violating this User Agreement or any of our policies, or abusing Boribids and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services. We may offer a process allowing users to report claimed violations for us to consider and handle through one or more of these options, all in our sole discretion.

If we believe you are violating our policies prohibiting Offers to buy or sell outside of Boribids you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. Also, as provided below in the Fees and Taxes section, if we believe you are violating our policy on buying or selling outside of Boribids, you may be charged final value fees.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

Subscriptions

The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.

Subscription cancellations

You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.

Billing

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes

The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.

The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.

Promotions

Any Promotions made available through the Service may be governed by rules that are separate from these Terms.

If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

4. Policy Enforcement

When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion.

5. Fees and Taxes

We charge sellers for the use of our Services. In some cases, where buyers receive supplemental Services such as authentication or storage Services for items in certain categories, we may also charge those buyers for such supplemental Services.

The fees we charge sellers for using our Services to sell goods and services are listed on our  Selling Fees  pages. We may change our selling fees from time to time by posting the changes on the Boribids site fourteen (14) days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

If you are a seller, you are liable for fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of Boribids. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Boribids, you may be liable to pay a final value fee applicable to that item, even if the item doesn't sell, given your usage of our Services for the introduction to a buyer.

You as a seller must have a payment method on file when using our selling Services and pay all fees and applicable taxes associated with your use of our Services by the payment due date. If your payment method fails or your account is past due, we may place restrictions on your account, or the Boribids Payments Entities (as defined below) may collect amounts owed in the manner described in the Payments Terms, and late fees will apply. Boribids, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information a collection agency reported to a credit bureau regarding your Boribids account, you must contact the collection agency directly.

6. Listing Conditions

When listing an item for sale on our Services, you agree to comply with Boribids Listing Policies and Selling practices Policy and also agree that:

• You assume full responsibility for the item offered and the accuracy and content of the listing, including listing content created using tools offered by Boribids or third parties such as translation, image editing, and generative artificial intelligence tools,

• Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). Boribids can't guarantee exact listing duration,

• Your fixed-price listings may renew automatically every calendar month, based on the listing terms at the time, until all quantities sell or the listing is ended by you or Boribids, in its sole discretion,

• The content you provide complies with all of our Listing Policies, including the Images, videos and text policy,

• Content that violates any of Boribids policies may be modified, obfuscated, or deleted at Boribids sole discretion,

• We may revise product data associated with listings to supplement, remove, or correct information,

• We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

  • buyer's location, search query, browsing site, and history;

  • item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;

  • seller's history, including listing practices, detailed seller ratings, Boribids policy compliance, feedback, and defect rate; and

  • number of listings matching the buyer's query,

• To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer,

• Some advanced listing upgrades will only be visible on some of our Services,

• Boribids Duplicate listings policy may also affect whether your listing appears in search results,

• Metatags and URL links that are included in a listing may be removed or altered,

• We may provide you with optional information to consider when creating your listings. Such information may be based on the aggregated sales and performance history of similar sold and/or current listings; results may vary for individual listings. You agree that we may display the sales and performance history of your individual listings to other sellers,

• Artificial intelligence-based tools may be used to provide you with content; availability and accuracy of these tools and content are not guaranteed,

• For items listed in certain categories, subject to certain programs, and/or offered or sold at certain price points, Boribids may require the use of certain payment methods, subject to our Payments methods policy. For example, for inventory covered by authentication or storage services, buyer and sellers may be subject to escrow and/or payment handling requirements,

• You will not sell and will promptly remove all listings for any product recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or if the product poses a health or safety hazard as specified by any governmental agency. Boribids has no responsibility or liability for the safety or performance of any product that you list or sell using our Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of, any product you list or sell using our Services,

• Boribids may publish and promote your listings, including related content such as username, product reviews and feedback on the websites or in the applications, services, and tools of other Boribids LLC. corporate family members or cooperating third-party operators of websites, applications, services, and tools, and

• Selling fees do not purchase exclusive rights to item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, including listings, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.

• You assume full responsibility for the Item offered and for the accuracy and content of the listing even if we facilitate the publication on the Services;

• We may publish, market and promote your listings, including related information such as sale or performance data (including the sale price achieved), on the Services and through third party channels at our sole discretion;

• Unless we expressly agree in writing with respect to specific Items, each of your Items will be listed and marketed in your name;

• We may publicly identify you as a Boribids User on the Services and in marketing materials and you consent to the use of your names and Marks for such purposes;

• We do not guarantee that your listing will appear in any specific search results, order or or location on the Services;

• If requested by Buyer, you agree to use reasonable efforts to provide a condition report or to give access to a representative engaged by the Buyer to prepare a condition report;

• You will not cause undue delay in the completion of any transaction after the transaction has closed. This means you will not: (i) ask Buyers to accept additional Seller Conditions (defined below) or pay additional fees not disclosed on the Services; (ii) fail to timely release an Item after payment has been remitted; (iii) refuse to accept a cancelation or return which is expressly permitted under these Terms; or (iii) refuse to issue any refund or pay any sums you are required to pay under the Agreement; and

• Except as expressly provided herein, all sales are final and may not be canceled by you;
  Sellers acknowledge and agree that we may market and promote their Item(s) (including, if applicable, the Online Purchase thereof) and may publicly identify Sellers as Boribids sellers, both on the Services and in other marketing materials distributed outside of the Services. Sellers further acknowledge and agree that each Item will be publicly listed, marketed, offered and sold in Seller’s name, unless we agree otherwise. Each Seller consents to the use of Seller’s name and Marks for such purposes.

7. Purchase Conditions

When buying an item using our Services, you agree to the Rules and policies for buyers and that:

• You are responsible for reading the full item listing before making a bid or offer, buying, or committing to buy,

• You enter into a legally binding contract to purchase an item when you buy the item, commit to buy the item, your offer for the item is accepted, you have the winning bid for the item, or your bid for the item is otherwise accepted, regardless of when payment is due or received,

• For motor vehicles and real estate, a bid or offer initiates a non-binding transaction representing a buyer's serious expression of interest in buying the seller's item and does not create a formal contract between the buyer and the seller,

• We do not transfer legal ownership of items from the seller to you,

• Puerto Ricos Statutes, codes, regulations and laws apply to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise.

Auctions. If eligible, Sellers can offer Items in an Auction and Buyers can place competitive bids to purchase the Item. 

Buyer's Premium. Buyers purchasing an Item offered in an Auction agree to remit the buyer's premium, if applicable. The buyer's premium is an additional fee that the Buyer is required to pay (in addition to any tax thereon), calculated as a percentage of the Item Price. The applicability and rate of the buyer's premium will be indicated on the Services. Sellers agree that we are entitled to retain any applicable buyer's premium, and will have no right or claim thereto, unless otherwise agreed.
Opening Bid; Estimates; Reserve; Bidding Increments. Pre-Auction high and low estimates, Item reserve, minimum opening bid or bidding increments, among other information may be published for Items in an Auction. If published, the reserve is the minimum price below which the Item will not be sold and is separately agreed between the Seller and Boribids. The reserve will not exceed the Item's low pre-sale estimate (if applicable). Estimates, opening bids and bidding increments may be set and revised at any time at our sole discretion, unless otherwise agreed. Estimates do not include the buyer's premium, shipping costs, taxes or other applicable charges and may not be relied on as a prediction of the selling price or the value of the Item. Neither Boribids nor the Seller will be liable for any difference between the pre-sale estimate of any Item and the actual price achieved in any Auction or upon resale.
Automatic Bidding. Our online bidding system is an automatic bidding system. When you place a bid on the Services, you enter the maximum amount that you are willing to pay for the Item ("Maximum Bid"). Your Maximum Bid can be the next minimum bid indicated on the Services or any greater amount. Our online bidding system will automatically place a bid for you at the amount of the next minimum bid according to our automatic bidding increments. It will then continue to bid automatically for you in response to competitive bid as necessary to maintain your position as the highest bidder, up to but not exceeding your Maximum Bid. When you bid on an Item with a reserve and your Maximum Bid meets or exceeds the reserve, the system will automatically increase your bid to meet the reserve, according to our automatic bidding increments. 
Bids Are Binding. All bids are final once submitted and may not be canceled or modified by the Buyer, except with our express written consent under circumstances that we consider appropriate at our sole discretion. By placing a bid on an Item, the Buyer accepts personal liability for the Total Purchase Price and is required to complete the transaction if their bid is the winning bid. All bids placed through the Services, wherever accessed (including those placed in Offline Auctions, LAI, or via the Absentee Bidding Services (each as defined below)) are subject to the terms of this Agreement.
Countdown Clock and Closing. We may display a countdown clock on the Services in connection with some Auctions. This is provided for general informational use only and does not constitute any warranty as to the closing time of any lot. If you are interested in an Item, you should refer to its individual listing on the Services to see if bidding has closed and should not rely on the countdown clock. If a bid is placed on an Item during a set number of minutes before its original closing time, we will have the right at our sole discretion, but no obligation, to extend bidding for such Item for an additional set number of minutes after the original closing time, and may continue to extend bidding for such Item until such set number of minutes pass without any further bids being placed. The extension of one Item's closing time will not affect the closing time of any other Item. Please refer to the Item's listing page for the extension time set for that Item. You may need to refresh or reload the bidding page on the Services to see if bidding for an Item has closed.
Bidding Record. Our own internal records related to bidding through the Services will be final and binding in all disputes. In the event of any inconsistency between our own internal records and any information provided to any Buyer (whether on the Services, by email, text message, orally or otherwise), our own internal records will control.

8. International Buying and Selling; Translation

Given the nature of Boribids potential global marketplace, listings may be viewed and purchased by, and shipped to, buyers around the world. Many of our Services are accessible internationally. We offer certain programs, tools, and experiences of particular interest to international sellers and buyers, such as estimated local currency conversion and international shipping calculation tools. If, as a seller, you do not want your item to be sold to buyers internationally, you can exclude countries or regions you don't want to ship to by adjusting your shipping settings as provided in the International selling policy. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.

If you purchase an item on a Boribids site that is different from your registration site, you are subject to the Terms and Conditions and applicable policies of that other Boribids site with respect to that particular purchase, as detailed in the International selling policy.

For sellers, you agree that we may display your listing for sale on a Boribids site other than the site where you listed your item for sale, based on your shipping settings. You may adjust these settings as detailed in the International selling policy. If you list your items with an international shipping option, the appearance of your listings on sites other than the listing site is not guaranteed. If you sell an item on a Boribids site that is different from your registration or listing site, you are subject to the Terms and Conditions and applicable policies, including any buyer protection programs, of that other Boribids site with respect to that particular sale, as detailed in the International selling policy.

You authorize us to use automated tools to translate your Boribids content, including member-to-member communications, in whole or in part, into local languages where such translation solutions are available. We may provide you with tools which will enable you to translate content at your request. The accuracy and availability of any translation are not guaranteed.

 

9. Shipping

The Buyer and Seller, and not Boribids, are solely responsible for the packing, handling, pickup, shipping and fulfillment of each Item and all risk and costs associated therewith, unless we otherwise agree in writing. We may, but are not obligated to, provide support in the shipping process, such as facilitating communication or payment between Buyer and shippers, or recommending third party shipping providers. At no time will we assume custody, physical possession, risk or responsibility for any property, unless otherwise specified in writing. 

Seller agrees to release physical possession of the purchased Item within 7 days of Boribids confirmation that the Buyer has paid the Total Purchase Price. If a Buyer requests to pick up the Item, Seller agrees to use reasonable efforts to make the Item available to the Buyer or notify Boribids and the Buyer immediately so that the Buyer can select an alternative delivery method. 

The Buyer is required to pay all shipping, packing and transit insurance fees and costs for purchased Items, unless Boribids or the Seller agree otherwise. Buyers must ensure that a valid delivery address is provided when purchasing an Item and Sellers must ensure an accurate pick-up location is provided when listing an Item. The Buyer may be required to pay additional shipping costs, storage fees or taxes if the Buyer: (i) delays in paying the Total Purchase Price; (ii) changes their delivery address or does not promptly confirm their delivery address after paying the Total Purchase Price; (iii) fails to disclose any delivery-location specific factors; (iv) fails to provide any required information or secure any necessary permits or licenses in a timely manner; or (v) otherwise fails to comply their obligations under the Agreement. As between Boribids, the Seller, the Buyer and the shipping provider, the Seller is responsible for paying all pre-collection warehouse, storage and insurance costs, as well as any fees associated with the release of the Item into free circulation. The Seller may be required to pay additional shipping costs if: (i) Boribids or the shipping provider determines that the Seller failed to accurately describe the Item on the Services or otherwise failed to provide information required to accurately quote shipping costs and transport, export or import the Item (such as the Item location or Item-specific characteristic); (ii) the Seller changes the pick-up location after the Buyer's bid was placed or offer was confirmed; (iii) the Seller does not adequately pack the Item; or (iv) the Seller otherwise fails to comply with their obligations under the Agreement.

10. Content

When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, including development of new offerings as part of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Boribids, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of our Services.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this Terms and Conditions. You represent and warrant that such content is accurate, appropriate, and legal. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Boribids takes no responsibility and assumes no liability for any content provided by you or any third party. 

You are responsible for Content you submit, post, publish or otherwise provide through the Services  and acknowledge that User Content will not be treated as confidential or secret and may be used by us in any manner consistent with the Services. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable right and license to store, process, reproduce, distribute, publish, adapt, modify and otherwise use your User Content, in any and all media now known or later developed, for any lawful purpose, including without limitation for promotional and/or commercial purposes. This grant includes the right to exploit any and all intellectual property rights in such User Content. You waive all rights you may have to inspect, approve or receive compensation for any use of your User Content by us or our approved licensees and any claim you may have against us or our authorized licensees for any alleged or actual infringements or misappropriation of any intellectual property rights in your User Content. You remain the owner of any intellectual property rights that you may have in your User Content, however, nothing in this Agreement restricts any other rights that we may have or later obtain with respect to your User Content (such as rights under applicable laws or other licenses). Some User Content may be marked to indicate that we may receive compensation for the placement or advertisement and the marking is for general informational use only and is not an endorsement, representation or warranty by us. User Content does not reflect Boribids views, and you acknowledge that we have no obligation to review or screen User Content.

We remain the sole owner of all rights, title and interest in and to the Services, the Content (excluding your User Content (as defined below)), the look and feel, design and organization of the Services, and the compilation of Content on the Services, including all intellectual property rights therein, registered and unregistered Marks of Boribids and third parties. All Marks not owned by Boribids that appear on the Services are the property of their respective owners. You acknowledge that you do not acquire any ownership rights by the Agreement or your permitted use of the Services or any Content. You will not use any Boribids Mark or URL in any manner that is likely to cause confusion or incorrectly suggests our affiliation with or endorsement of any person, entity, event, product or service, nor will you use any meta-tags or other hidden text or metadata containing any Boribids Mark or URL without our express prior written permission. We reserve all rights not expressly granted to you in these Terms.

We offer product data (including images, descriptions and specifications) that are provided by third parties (including Boribids users). You may use that content solely in your Boribids listings. Boribids may modify or revoke such permission at any time in our sole discretion. The product data includes copyrighted, trademarked, and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings).

We try to offer reliable product data, but we cannot promise that the content provided through our Services will always be available, accurate, complete, and up-to-date. You agree that Boribids is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies.

The name "Boribids" and other Boribids marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Boribids in Puerto Rico, U.S. and other countries. They may not be used without the express written prior permission of Boribids.

Content Restrictions

Boribids is not responsible for the content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under Your account, whether done so by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

• Unlawful or promoting unlawful activity.

• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.

• Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

• Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.

• Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.

• Impersonating any person or entity including the Company and its employees or representatives.

• Violating the privacy of any third person.

• False information and features.

Boribids reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these Terms, refuse or remove this Content. Boribids further reserves the right to make formatting and edits and change the manner of any Content. Boribids can also limit or revoke the use of the Service if You post such objectionable Content. As Boribids cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will Boribids be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

 

Content Backups

Although regular backups of Content are performed, Boribids does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

Boribids will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that Boribids has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

 

11. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. If you find or believe your intellectual property or copyrighted work is being used or promoted on the platform without your permission, please contact us at copyright@boribids.com.

We respect the intellectual property rights of others, and require that you do the same. If we receive a report of infringement that alleges that your User Content infringes upon another party's intellectual property rights, we will take appropriate action in accordance with the Agreement and the  Digital Millennium Copyright Act ("DMCA").

12. Holds and Restricted Funds

To protect Boribids from risk of liability for your actions as a seller, Payment Processing Service Entities may restrict access to your funds as described in the Payments Terms of Use.

13. Authorization to Contact You; Recording Calls; Analyzing Message Content

Boribids may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Boribids may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. Our collection, use, disclosure, retention, and protection of your personal information is governed by our Privacy Policy. As described in our Privacy Policy, Boribids may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. You may change your marketing communications preference for calls at any time, including through the communication preferences section of your My Account. You may also opt-out of a specific text marketing campaign by replying "STOP" to such marketing text message.

Boribids may share your telephone number with its authorized service providers as stated in our Privacy Policy. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by Boribids to carry out the purposes identified above.

Boribids may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Boribids or its agents for quality control and training purposes, or for its own protection.

Boribids's automated systems scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of Boribids's User Agreement, including the incorporated terms, notices, rules, and policies. This may result in a manual review of messages sent through our messaging tools. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. Boribids may store message contents, including to conduct this scanning and analysis.

Privacy of Others; Marketing

If Boribids provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose or distribute a user's information to a third party for purposes unrelated to our Services. Additionally, you may only send marketing communications to users who have consented to receive them in accordance with applicable laws, and only using Boribids Services.

14. Additional Terms

Returns and cancellations for sellers

Sellers. Sellers are responsible for paying any return shipping charges if an Item is returned to the Seller or Boribids: (i) as a result of the Seller's breach of any of their representations, warranties or obligations hereunder (including the obligation to accurately describe the Item); or (ii) (if shipping was arranged by Seller) because the Item was damaged while in transit to the Buyer.

Seller Representations and Warranties. The Seller represents and warrants to Boribids and the Buyer that: (i) they are the sole owner of the Item or are duly authorized by the owner(s) of the Item to offer and sell such Item; (ii) good and marketable title and right of possession to the Item will pass to the Buyer free from any claims, liens or other encumbrances of any third party, including but not limited to claims of governments or governmental agencies; (iii) the Item is authentic and Seller has no reason to believe otherwise; and (iv) if applicable, the Item has been lawfully imported into the jurisdiction in which it is currently located and lawfully exported subject to the Laws of the country in which it was formerly located, and any taxes and/or duties on such import and export have been paid (together the "Seller Warranty"). Sellers agree that the Seller Warranty is for the benefit of Boribids and the Buyer of the Item, that such Seller Warranty will survive this Agreement and the transactions contemplated by these Agreement. Sellers agree to immediately notify us in writing of any event or information that may cause the Seller Warranty to be inaccurate or breached in any way.

Seller's Authorship Warranty. The Seller warrants to the Buyer for a period of 1 year from the sale date (the "Authorship Warranty Period") that an Item of a named authorship is authentic and is not a forgery ("Authorship Warranty"). This Authorship Warranty: (i) does not apply to Items whose description of authorship on the Services as of the sale date corresponded with the generally accepted opinion of scholars or experts or indicated that there was a conflict of opinions; (ii) does not apply to Items whose authorship as described on the Services as of the sale date is proved inaccurate by means of a scientific process not generally accepted for use until after the sale date or a process which as of the sale date was unreasonably expensive or impractical or likely to have caused damage to the Item; (iii) is non-transferable and applies only to the original Buyer, and not to their successors or assigns or any other party and is automatically voided upon the Buyer's disposition in the Item to any third party; and (iv) "authorship" means only the creator of the Item, or the period, culture, source or origin of the Item, as the case may be, as described in the Item's listing. Provided that none of the exclusions above apply, the Seller agrees to cancel the sale and refund the Total Purchase Price of the Item to the Buyer, subject to the following terms and conditions: (i) if more than 180 days after the delivery date, the Buyer must notify the Seller within 60 days of receiving information which causes the Buyer to believe Authorship Warranty has been breached, and in any case prior to the expiration of the Authorship Warranty Period, and must provide such information to the Seller; and (ii) the Buyer must return the Item to the Seller in the same condition as it was in as of the date the sale closed. The Seller is responsible for the cost of such return shipping. If the Buyer notifies the Seller of such breach more than 180 days after the delivery date, the Seller reserves the right, as a condition to canceling any sale under the Authorship Warranty, to require that the Buyer obtain, at the Buyer's expense, the written opinions of two (2) independent and recognized experts in the field mutually acceptable to the Buyer and the Seller. The Seller will not be bound by any expert opinions produced by the Buyer and reserves the right to obtain additional expert opinions at the Seller's own expense. If expert opinions determine the work is inauthentic, Seller will also reimburse Buyer for expert opinion costs. The activities described in this section 22.1 will be conducted solely by the Buyer and the Seller. We will have no responsibility to the Buyer or the Seller in these regards. To the extent Boribids Buyer Guarantee applies to with respect to the authenticity of any Item, the Seller will reimburse Boribids for any amounts paid to a Buyer pursuant to such Buyer Guarantee. Buyer acknowledges and agrees that notwithstanding any terms to the contrary, the cancellation of the sale and refund of the Total Purchase Price subject to the above terms and conditions will be the Buyer's sole and exclusive remedy for any breach of the Authorship Warranty, in place of any other remedy or recourse that might otherwise be available at law or in equity.

Sellers can create rules to automate replacements, returns, and refunds under certain circumstances. For all new sellers, in listings where returns are accepted, Boribids will set a default rule that automates the return process. Sellers may remove or customize their return preferences in their account settings within My Boribids. Where settings have been set to automatically accept requests for returns or replacements, an Boribids-generated return shipping label will be provided to your buyer. You agree to comply with our returns policy.

Sellers may have supplemental terms and conditions of sale that apply to the Items they list, which will be posted on or otherwise made available through the Services (“Seller Conditions”). In the event of any conflict, the Seller Conditions will prevail over these Terms to the extent the conflict relates to the Buyer’s relationship with the Seller, and these Terms will govern to the extent the conflict relates to the Buyer’s or Seller’s relationship with Boribids.

When an item is returned or if a transaction is canceled after payment has been completed, Boribids may issue a refund to the buyer on the seller's behalf and charge the seller for the amount of the refund.

Additionally, Boribids may charge sellers for the cost of return shipping labels and/or other reasonable fees from sellers when:

• A Boribids-generated return shipping label is used, and the seller is responsible for its cost;

• Returns have been automated;

• The seller fails to send the buyer a return shipping label and, instead, an Boribids-generated shipping label is used; and/or

• The item is not as described in the listing and is returned in accordance with other applicable terms.

Boribids or Payment Processing Entities may invoice sellers for these charges and collect such charges as described in the Payments Terms of Use.

All seller cancellations of orders must be in accordance with our Order cancellation policy.

Returns and cancellations for buyers

Buyers. Buyers are responsible for paying any return shipping charges if an Item is returned to the Seller or Boribids as a result of: (i) the Buyer's failure to provide a valid delivery address, pay any applicable customs duties, fees or costs, secure any required import/export permits, or provide any required information in a timely manner; (ii) the lack of a recipient to sign and accept delivery where necessary; (iii) Abandonment (as defined above); or (iv) any other Buyer's breach of the Buyer's obligations hereunder.

Buyers generally do not have the right to cancel an order. Buyers can request to cancel an order on Boribids within the time period and as provided in our Order cancellation policy, and the seller will have 3 days to accept or decline the request. If the order cannot be canceled, buyers may still be permitted to return the item if the item is eligible for return.

In certain instances, a buyer may be responsible for the cost of return shipping for an item returned to a seller. 

Recommendations

Boribids may offer personalized recommendations to you to provide a relevant and engaging experience, helping you sell or buy items of interest to you. These recommendations may consider data related to your Boribids activity, the item, and seasonality, among other factors.

15. Payment Services

Payments for goods and services sold using our Services are facilitated by Payment processing services. 

You agree to the Payments Terms of Use to the extent applicable to you. To receive payment for an item sold using our Services, you must accept and comply with the Payments Terms of Use, including the requirements to provide to Boribids and Payment Processing Entity’s information about you, your business, and the financial account you will use to receive payments.

If you are a buyer:

• You may pay for items and services using the payment methods available on Boribids, and the Payment Entities will manage settlement of the payment to sellers. When buying on our Services, you authorize the Boribids and Payment Entities to initiate payments using your selected payment method and collect the transaction amounts on behalf of the seller.  Accordingly, payments received by Boribids and/or Payment processing entity’s from you will satisfy your obligations to pay the seller in the amount of payments received.

• In certain instances, your transaction may be declined, frozen, or held for any reason including for suspected fraud, Anti-Money Laundering ("AML") compliance, compliance with economic or trade sanctions, in connection with Boribids's internal risk controls or due to potential violations of any policy of Boribids or a policy of one of the Payment Entity's third-party payment services providers.

• Boribids, the Payment Entity’s or its affiliates may save payment information, such as credit card or debit card numbers, and card expiration dates, entered by you on our Services when you make a purchase, redeem a coupon, or make any other transaction on our Services where card information is entered. Such stored payment information may be used as your default payment method for future transactions on our Services. At any time, you can update your card information or enter new card information, at which point the new card information shall be stored as your default payment method. You may make changes to your default payment method through the payment section in My Account. You are responsible for maintaining the accuracy of information we have on file, and you consent to Boribids updating such stored information from time to time based on information provided by you, your bank or other payments services providers. You will only provide information about payment methods that you are authorized to use. By placing a payment method on file with us, you authorize Boribids and the Payment Entities to charge your payment method(s) for any and all amounts arising from your use of our Services, including charges to recover the proceeds of any fraud perpetrated by you, or charges necessary to recoup amounts refunded to you in error.

• You may seek returns or cancellations on our Services. If you are entitled to a refund, the Payment Entities will issue the refund if the Payment Entities processed the original payment. Refund timing may vary in accordance with the rules of third parties, such as credit and debit card networks.

• You agree to comply with, and not cause a third party to violate, all applicable laws, regulations, rules and terms and conditions in connection with the use of the services provided by Boribids and Payment Entities. You understand that some third parties, such as credit and debit card issuers, credit and debit card networks and payments services providers, may have their own terms and conditions for the payment or settlement methods you choose to use in connection with managed payments transactions. Failure to abide by third-party terms and conditions may result in fees assessed to you (for example, currency conversion fees from your credit card issuer if the transaction currency is different from your credit card currency) or other actions taken by such third parties, and you agree that Boribids or Payment processing services has no control over, or responsibility or liability for, such fees or actions.

16. Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid update and other notification functionality in Boribids applications may not occur in real time. Such functionality is subject to delays beyond Boribids control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, in no event will Boribids (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents, and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this Terms and Conditions/User Agreement whether or not they were foreseeable or Boribids was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents, and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

• the content you provide (directly or indirectly) using our Services;

• your use of or your inability to use our Services;

• pricing, shipping, format, or other guidance provided by Boribids;

• delays or disruptions in our Services;

• viruses or other malicious software obtained by accessing or linking to our Services;

• glitches, bugs, errors, or inaccuracies of any kind in our Services;

• damage to your hardware device from the use of any Boribids Service;

• the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;

• a suspension or other action taken with respect to your account or breach of the Using Boribids section above;

• the duration or manner in which your listings appear in search results as set out in the Listing Conditions section above; or

• your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greatest of (a) any amounts due under the Boribids Money Back Guarantee up to the price the item sold for on Boribids (including any applicable sales tax) plus its original shipping costs, (b) the amount of fees in dispute, not to exceed the total fees you paid to us in the 12 months prior to the action giving rise to the liability, or (c) $100.

17. Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

We do not endorse and are not responsible for the services, policies, conduct, performance or non-performance of any User or third-party (including any Third Party Service provider), even if such User or Third Party Service is recommended by us or otherwise made available through the Services. You must resolve any dispute you have with any User or third party ("User Dispute") directly with that party. We may attempt to help you resolve such User Dispute in good faith based solely on our interpretation of our Policies, but are not required to do so. We will not make judgments regarding legal issues or claims. Our decision is final and binding on all parties and cannot be appealed, challenged or reversed, including, without limitation, the applicability or resolution of any matter related to any Buyer Guarantee. You agree to cooperate with us in a timely manner in any investigations that we may choose to conduct, as permitted by applicable law. Communication for orders and transactions should be performed on the Services.

18. Indemnity

You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, and agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this Terms and Conditions, your improper use of our Services or your breach of any law or the rights of a third party. 

We reserve the right to assume exclusive control of the defense or settlement of any matter subject to indemnification by you, in which case you agree to fully cooperate with us in conducting such defense. In any case, you agree not to settle any such matter without our prior written consent.

19. Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND BORIBIDS HAVE AGAINST EACH OTHER ARE RESOLVED.

In this Legal Disputes section, the term "related third parties" includes your and Boribids respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Boribids's, and these entities' respective employees and agents.

You and Boribids each agree that any and all claims or disputes at law or equity that has arisen, or may arise, between you and Boribids (or any related third parties) that relate in any way to or arise out of this or previous versions of this Terms and Conditions and User Agreement, your use of or access to the Services, the actions of Boribids or its agents, or any products or services sold, offered, or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes section.

A. Applicable Law

You agree that, except to the extent inconsistent with or preempted by federal law, the laws of Puerto Rico, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Boribids, except as otherwise stated in this Terms and Conditions.

B. Agreement to Arbitrate

You and Boribids each agree that any and all disputes or claims that have arisen, or may arise, between you and Boribids (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of Boribids or its agents, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court, subject to any exemptions listed in this section.

The Federal Arbitration Act ("FAA") and, to the extent not inconsistent with the FAA, the law of the State of Utah without regard to principles of conflict of laws govern the interpretation and enforcement of this Agreement to Arbitrate.

1. Exemption - Small Claims Court Claims
   Notwithstanding the parties' agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction and on an individual (non-class) basis only. If a party initiates an arbitration asserting a claim that falls within the jurisdiction of a small claims court, the other party may, in its discretion, require that the arbitration demand be withdrawn and that the claim be filed in small claims court.
   Any dispute about whether a claim falls within any given small claims court's jurisdiction will be resolved by that court, not by an arbitrator. In the event of any such jurisdictional dispute, the arbitration proceeding will remain closed unless and until the small claims court issues a decision that the claim should proceed in arbitration.

2. Prohibition of Class and Representative Actions and Non-Individualized Relief
   YOU AND Boribids AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND Boribids AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF SOUGHT BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT BE GRANTED TO OR AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (pursuant to Section 18.C below), subject to your and Boribids's right to appeal the court's decision. All other claims will be arbitrated.

3. Arbitration Procedures
   Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individualized basis that a court can award to an individual. An arbitrator will apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 2 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), shall be for a court of competent jurisdiction to decide as set forth under Section 18.C below.
   The arbitration will be administered by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules and the AAA's Commercial Arbitration Rules, and the AAA's International Centre for Dispute Resolution Rules (as applicable), as modified by this Agreement to Arbitrate. Absent mutual written agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. The AAA's rules are available at www.adr.org

4.  and www.icdr.org

5. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach agreement, the court (pursuant to Section 18.C below) shall select the administrator.
   A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute ("Notice").

6. The Notice to Boribids must be sent to Boribids LLC. Boribids will send any Notice to you to the physical address we have on file associated with your Boribids account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.
   If you and Boribids are unable to resolve the claims described in a valid Notice within 30 days after Boribids receives that Notice, you or Boribids may initiate arbitration or small claims proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Boribids LLC. In the event Boribids initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Boribids account; it is your responsibility to keep your physical address up to date. Any settlement offer made by you or Boribids shall not be disclosed to the arbitrator.
   If you are a resident of Puerto Rico or the United States, then the arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If you are not a resident of the United States, then the arbitration hearing will be held in Puerto Rico or another mutually agreed location. Where no disclosed claims or counterclaims exceed $25,000, the dispute shall be resolved by the submission of documents only, subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Boribids may attend remotely, unless the arbitrator requires otherwise. The language of the arbitration will be English.
   The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but shall be bound by rulings in prior arbitrations involving the same Boribids user to the extent required by applicable law. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

7. Costs of Arbitration
   Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. If you complied with the Notice of Dispute procedures of Section 3 of this Agreement ("Arbitration Procedures"), and the value of the relief sought is $10,000 or less, at your request, Boribids will pay all administration and arbitrator fees associated with the arbitration. Any request for payment of fees by Boribids should be submitted by mail to the AAA along with your Demand for Arbitration and Boribids will make arrangements to pay administration and arbitrator fees directly to the AAA. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Boribids for all fees associated with the arbitration that have been paid by Boribids on your behalf that you otherwise would have been obligated to pay under the AAA's rules.

8. Severability
   With the exception of any of the provisions in Section 2 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

9. Opt-Out Procedure
   IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE") ALONG WITH YOUR ACCOUNT USERNAME OR EMAIL ASSOCIATED WITH THE ACCOUNT.

10. Future Amendments to the Agreement to Arbitrate
    Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Boribids prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Boribids. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.Boribids.com at least 30 days before the effective date of the amendments and by providing notice through the Boribids Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.

C. Judicial Forum for Legal Disputes

If the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute between you and Boribids will be resolved exclusively by a state or federal court located in Puerto Rico. You and Boribids agree to submit exclusively to the personal jurisdiction of the courts located within Puerto Rico for the purpose of litigating all such claims, disputes, or matters.

20. General

Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.Boribids.com

Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www.Boribids.com. Our right to amend the Terms and Conditions and/or User Agreement includes the right to modify, add to, or remove terms in the Terms and Conditions and/or User Agreement. We will provide you 30 days' notice by posting the amended terms. Additionally, we will notify you through the Boribids Message Center and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a Boribids representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

Without limiting Boribids's ability to refuse, modify, or terminate all or part of our Services, Boribids may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.

The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the Boribids Service.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Terms and Conditions.

The User Agreement and all terms and policies posted through our Services set forth the entire understanding and agreement between you and Boribids, and supersede all prior understandings and agreements of the parties.

The following sections survive any termination of this User Agreement: Fees and Taxes, Content, Holds and Restricted Funds, Additional Terms, Payment Services, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.