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ONLINE BIDDING TERMS AND CONDITIONS

These Online Bidding Terms and Conditions (these “Online Bidding Terms and Conditions”) generally describe the terms and conditions on which certain real properties (individually, a “Property” and collectively, the “Properties”) owned by one or more owners (each an “Owner” and collectively, the “Owners”) are to be offered for sale at auctions (each an “Auction”), conducted by Alex Cooper Auctioneers, Inc. in (i) timed auctions (“Timed Auctions”) in which bids may be placed by individuals and/or entities only via the Internet, or (ii) in simulcast auctions (“Simulcast Auctions”) in which bids may be placed by individuals and/or entities who physically attend the Auction and/or via the Internet. Each Auction will be assigned a unique “Auction ID” and may consist of one or more lots as determined by Alex Cooper. “Alex Cooper,” as used in these Online Bidding Terms and Conditions, shall include Alex Cooper Auctioneers, Inc. and all of its agents, employees, representatives, officers and directors. The Owners of the Properties have instructed Alex Cooper to offer such Properties for sale during the Auction pursuant to these Online Bidding Terms and Conditions. Terms and conditions may from time to time be modified and vary among the Properties in each Auction, and each prospective bidder is expected to review carefully for each Property the terms and conditions as in effect immediately prior to placing any bid. Prospective bidders who register in accordance with these Online Bidding Terms and Conditions will be deemed “Online Bidders” (individually an “Online Bidder”) during the Auction. An Online Bidder who places the highest accepted bid for a Property (a “Winning Bid”) during the Auction will be required, as provided in Section 5.e hereof, to execute an Auction Purchase and Sale Agreement for the purchase of the Property and any exhibits and required addenda to such contract which shall include, without limitation, these Online Bidding Terms and Conditions and Alex Cooper’s Auction Sale Terms and Conditions (collectively, the “Purchase Agreement”) at the conclusion of the Auction for such Property. As between an Online Bidder and Owner, to the extent of any conflict or inconsistency between the Purchase Agreement and these Online Bidding Terms and Conditions, the Purchase Agreement will control. The Purchase Agreement associated with the sale of each Property can be viewed on the Site, Application and/or Services (as defined herein) and is not negotiable.

  1. Agency. Alex Cooper acts as auction agent for the Owner(s) of all Properties listed for sale by Alex Cooper. The Purchase Agreement for the sale of each Property is a contract between the Owner(s) of the Property and the individual or entity who places the Winning Bid.

  2. Incorporation by Reference of Auction Sale Terms and Conditions. In addition to these Online Bidding Terms and Conditions, the Auction shall also be governed by the terms and conditions set forth in the Purchase Agreement including Alex Cooper’s Auction Sale Terms and Conditions, a copy of which is available in the Document Section of the Site and/or Application for each Property offered at Auction and are expressly incorporated by reference herein. By agreeing to theSE ONLINE BIDDING terms and conditions, Online Bidders warrant and represent that they have read the PURCHASE AGREEMENT, and agree to be bound by the terms therein.

  3. Alex Cooper’s Site, Application and Services.

    1. Definitions. Alex Cooper’s website(s) (the “Site”) and/or mobile application(s) (the “Application”) allow Online Bidders to place bids, monitor live auctions and perform other related activities (collectively, the “Services”). The continued use of the Services by Online Bidders after Alex Cooper has posted these or revised Online Bidding Terms and Conditions signifies the acceptance of such revised Online Bidding Terms and Conditions by Online Bidders. No amendment or modification of these Online Bidding Terms and Conditions will be binding unless in writing and signed by Alex Cooper’s duly authorized representative or posted to the Site, Application and/or Services by Alex Cooper’s duly authorized representative.

    2. No Liability. Alex Cooper has established and maintains the Site, the Application and the Services solely as a convenience to Online Bidders and shall not be held liable for any failure of the same, or an Online Bidder’s inability to access the Site, Application and/or Services, occurring for any reason whatsoever. ALEX COOPER IS IN NO WAY RESPOSIBLE FOR TECHNICAL ISSUES WHICH COULD IMPEDE OR PREVENT AN ONLINE BIDDER’S ABILITY TO BID ON ANY PROPERTIES. ALEX COOPER DOES NOT WARRANT THAT THE SITE, APPLICATION AND/OR SERVICES, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, PRODUCTS OR OTHER MATERIALS USED IN CONNECTION WITH THE SITE, APPLICATION AND/OR SERVICES, WILL BE OPERABLE, ACCESSIBLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ALEX COOPER SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE, CONSEQUENTIAL OR OTHERWISE, ARISING FROM THE CONDITION, CONNECTIVITY, RESPONSIVENESS OR ACCESSIBILITY OF THE SITE, APPLICATION AND/OR SERVICES.

    3. Use of the Site, Application and/or Services. BY USING THE SITE, APPLICATION AND/OR SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN. These Online Bidding Terms and Conditions are legally binding between an Online Bidder and Alex Cooper, and describe an Online Bidder’s responsibilities in connection with the Online Bidder’s use of the Site, Application and/or Services and among other things, limit the liability of Alex Cooper. Before using the Site, Application and/or Services, each Online Bidder is admonished to read all of these Online Bidding Terms and Conditions carefully. By accessing or using the Site, Application and/or Services, each Online Bidder affirms that he/she is over 18 years of age and is otherwise capable of forming legally binding contracts, and that the Online Bidder agrees to be legally bound and to abide by Purchase Agreement with all exhibits including without limitation these Online Bidding Terms and Conditions. IF YOU ARE UNDER 18 YEARS OF AGE, OR ARE OTHERWISE INCAPABLE OF FORMING LEGALLY BINDING CONTRACTS, OR DO NOT AGREE WITH ANY PART OF THESE ONLINE BIDDING TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE SITE, APPLICATION AND/OR SERVICES.

    4. Amendments. Alex Cooper reserves the right, exercisable in its sole and absolute discretion at any time and from time to time, to change, modify, add to, subtract from, or otherwise amend the terms and conditions set forth herein and any document incorporated by reference herein at any time. Except as otherwise stated below, all changes, modifications, or other amendments shall be effective on a prospective basis once they are posted to the Site and Application, or upon other notice to the Online Bidder, including delivery via email or regular mail. Continued use of the Site, Application and/or Services by an Online Bidder constitutes binding acceptance of these Online Bidding Terms and Conditions, including any changes or modifications made by Alex Cooper as described above. The Online Bidder agrees to review the provisions of these Online Bidding Terms and Conditions periodically (including in particular prior to placings and bid) to become aware of such revisions and to review the Online Bidder’s compliance with them. If at any time the terms and conditions set forth herein are no longer acceptable to the Online Bidder, the Online Bidder must immediately cease all use of the Site, Application and/or Services. The right to access and use the Site, Application and/or Services is personal to the Online Bidder and is not transferable to any other person or entity.

    5. Bidder Number. In applying to use the Site, Application and/or Services, each Online Bidder is required to select a User Name and password. When an Online Bidder registers to bid in an Auction, Alex Cooper assigns a Bidder Number to such Online Bidder to use in bidding in that Auction. An assigned Bidder Number is unique to an Online Bidder for a specific Auction, and the Online Bidder is expected and required to take all necessary measures to keep its User Name and password confidential so that no bids are placed under the Online Bidder’s Bidder Number by anyone other than the Online Bidder. The Online Bidder is responsible for all uses of its assigned Bidder Number, whether or not actually or expressly authorized by the Online Bidder. If an Online Bidder believes that its Bidder Number, account and/or password(s) has been misused or compromised in any manner, please contact Alex Cooper immediately at [email protected]. Each Online Bidder authorizes Alex Cooper and/or Alex Cooper’s agents to process any and all bids placed by an Online Bidders and initiated through the use of an Online Bidder’s User Name and password and/or Bidder Number. The Online Bidder is solely responsible for maintaining the confidentiality of the Online Bidder’s User Name and password and ALL BIDS SUBMITTED AT THE AUCTION TO AND/OR THROUGH THE SITE, APPLICATION AND/OR SERVICES UNDER A BIDDER NUMBER ARE BINDING ON THE ONLINE BIDDER TO WHOM THE BIDDER NUMBER IS ASSIGNED.

    6. Equipment. The Online Bidder shall be solely responsible for obtaining and maintaining all telephone, communications, computer hardware and other equipment needed for access to and use of the Site, Application and/or Services and all charges of any description arising from or relating thereto.

    7. Registration Information and Bidding Capacity.

      1. Accuracy of Registration Information. Each individual registering to use or otherwise using the Site, Application and/or Services, whether individually, on behalf of an Entity, or to act under Power of Attorney, or in any other representative capacity, hereby personally represents that his or her name, address, email address and other contact information provided to Alex Cooper in the registration process is accurate, true and correct.

      2. Individuals Bidding and Acting on Behalf of Themselves. Each Online Bidder registering to use or otherwise using the Site, Application and/or Services and purporting to be acting in an individual capacity may act only on behalf of himself or herself and not on behalf of other individuals.

      3. Individuals Bidding and Acting on Behalf of an Entity. Each individual registering to use or otherwise using the Site, Application and/or Services and purporting to be acting on behalf of an entity (an “Entity”), personally represents that at the given point in time on which such individual is using the Site, Application and/or Services: (a) such individual is duly authorized to sign on behalf of and legally bind such Entity to these Online Bidding Terms and Conditions as well as any Purchase Agreement to be entered into as a result of such individual having placed a Winning Bid through the Site, Application and/or Services purportedly on behalf of such Entity; and (b) that such Entity is lawfully in existence, is in good standing, and that there is no legal impediment to such Entity entering into this Agreement.

      4. Individuals Bidding and Acting under a Power of Attorney. Each individual registering to use or otherwise using the Site, Application and/or Services and purporting to be acting on behalf of another individual (a “POA Grantor”) pursuant to a Power of Attorney, personally represents that at the given point in time on which such individual is using the Site, Application and/or Services: (a) the individual allegedly acting on behalf of a POA Grantor is duly authorized to sign on behalf of and legally bind the POA Grantor to these Online Bidding Terms and Conditions as well as any Purchase Agreement to be entered into as a result of such individual having placed a Winning Bid through the Site, Application and/or Services purportedly on behalf of the POA Grantor; and (b) the POA Grantor was not deceased at the point in time on which the individual purportedly acted for the benefit of the POA Grantor and the Power of Attorney is otherwise in effect, legally valid and has not been revoked.

      5. Effect of Misrepresentations. In the event that any of the foregoing representations set forth in this Section 3.g are incorrect, then the individual making such incorrect representation(s) shall be personally liable for all obligations of the Online Bidder (whether such individual is acting on behalf of himself or herself, another individual, an Entity, or POA Grantor under these Online Bidding Terms and Conditions as well as any Purchase Agreement to be entered into as a result of such individual having placed a Winning Bid, as if such individual had signed or otherwise agreed to be bound by these Online Bidding Terms and Conditions in such individual’s individual capacity, and the Deposit Balance (as defined herein) shall be treated as if paid by the individual and applied in accordance with these Online Bidding Terms and Conditions. Provided, however, that the individual, Entity or POA Grantor for whose benefit the individual purported to act shall not be relieved of any obligations such other individual, Entity or POA Grantor may have under these Online Bidding Terms and Conditions and/or any Purchase Agreement to be entered into as a result of such individual having placed a Winning Bid. Owner and/or Alex Cooper may (but shall not be required to) at any time and from time to time request and receive evidence of the foregoing representations, satisfactory to the requesting party in its sole and absolute discretion; however, the failure to request such evidence and/or the acceptance and/or reliance thereon will not relieve the individual of personal liability in the event that any of the foregoing representations is/are incorrect.

  4. Auction Registration and Deposit Balance. In order to place a bid or multiple bids for a Property or Properties, an Online Bidder must register with, and be deemed qualified to bid by, Alex Cooper for each Auction. As part of the registration process, for each Auction in which an Online Bidder intends to bid, the Online Bidder will be required to submit and ensure Alex Cooper’s receipt of a deposit (the “Deposit Balance”) paid or payable in accordance with the provisions of this Section 4. The Site, Application and/or Services specifies the required initial deposit (the “Initial Deposit”) required to be paid for each Property on which an Online Bidder desires to bid. The Deposit Balance will be applied as provided in this Section 4 and in Section 6.

      1. Deposit Balance – Wire Transfer, Certified Check or Cashier’s Check
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      1. Deposit Balance for Single Property by wire transfer, certified check or cashier’s check. Online Bidders intending to bid on only one Property in an Auction may pay a Deposit Balance in the amount of the Initial Deposit stated for such Property by either (i) wire transfer to Alex Cooper, with wiring instructions to be furnished by Alex Cooper upon the request of the Online Bidder, or (ii) by certified check or cashier’s check payable to “Alex Cooper Auctioneers Inc.”

      2. Deposit Balance for Multiple Properties by wire transfer, certified check or cashier’s check. Online Bidders intending to bid on multiple Properties in an Auction may pay the Deposit Balance by either (i) wire transfer (wiring instructions will be furnished upon the request of the Online Bidder) or (ii) certified and/or cashier’s check payable to “Alex Cooper Auctioneers, Inc.”, in such amount determined by the Online Bidder . To be permitted to bid on a Property, the Online Bidder must have a Deposit Balance of no less than the Initial Deposit required for such Property. While bidding for a Property is open, the Online Bidder’s Deposit Balance will be temporarily (until conclusion of the Auction as to such Property) reduced by the amount of the Initial Deposit required for such Property while the Online Bidder is the high bidder. An Online Bidder’s Deposit Balance will be permanently reduced by the amount of the Initial Deposit required for a Property for which the Online Bidder is a Winning Online Bidder at the moment bidding for such Property closes.

      3. Receipt of the Deposit Balance paid by wire transfer, certified check or cashier’s check. All Deposit Balances paid by wire transfer, certified check or cashier’s check must be received by Alex Cooper, together with a completed Deposit Transmittal Form (located in the Document Section for the Propert(ies)) on the Site, Application and/or Services, at least one (1) business day prior to the Auction date as listed on the Site, Application and/or Services. A Deposit Balance shall be deemed received by Alex Cooper upon the funds being made available in Alex Cooper’s escrow account to which the Deposit Balance was delivered via wire transfer, or upon Alex Cooper’s physical possession of the Deposit Balance payable by certified check or cashier’s check. A Deposit Transmittal Form shall be deemed received by Alex Cooper when receipt thereof is acknowledged in writing by Alex Cooper.

      4. Application and Return of Deposit Balance paid by wire transfer. Each Deposit Balance paid by wire transfer by a Winning Online Bidder will be applied in accordance with the provisions of Section 6 hereof. All Deposit Balances paid by wire transfer and not so applied shall be refunded to the Online Bidder, by check by regular mail to the address provided by the Online Bidder in the Online Bidder’s Site, Application and/or Services account information, within seven (7) business days after the Auction.

      5. Deposit and Return of Deposit Balance paid by certified check or cashier’s check. The Deposit Balance paid by certified check or cashier’s check will be held by Alex Cooper pending the conclusion of the Auction. If an Online Bidder, having paid the Deposit Balance by certified check or cashier’s check, is a Winning Online Bidder, such Online Bidder’s Initial Deposit required for the Property(ies) for which a Winning Bid was placed will be deposited to Alex Cooper’s escrow account and applied in accordance with the provisions of Section 6 hereof. All Deposit Balances paid by certified check or cashier’s check and not so applied (an “Unapplied Deposit Balance”) shall be refunded to the Online Bidder by either the return of undeposited certified checks or cashier’s checks held by Alex Cooper, or by Alex Cooper’s check, as determined by Alex Cooper in its sole discretion, in either event by regular mail to the address provided by the Online Bidder in the Online Bidder’s Site, Application and/or Services account information, within seven (7) business days after the Auction. At any time after the close of a Simulcast Auction and prior to the return of any Unapplied Deposit Balance, such Unapplied Deposit Balance may be transferred to another Auction by written direction given by the Online Bidder provided that receipt thereof is acknowledged in writing by Alex Cooper. Unapplied Deposit Balances in Timed Auctions may not be transferred to other Auctions.

    2. Deposit Balances – Credit Cards. If an Online Bidder uses a credit card to pay an Initial Deposit, a hold in the amount of the Deposit Balance(s) authorized by the Online Bidder will be placed on the Online Bidder’s credit card. The credit card is charged, or the hold released, in the time and manner below set forth. Alex Cooper processes credit card transactions through “Stripe”, a third-party credit card processor.

      1. Deposit Balance for Single Property by credit card. Online Bidders intending to bid on only one Property in an Auction may pay the Deposit Balance in the amount of the Initial Deposit stated for such Property by authorizing a hold on their credit card.

      2. Initial Deposits for Multiple Properties by credit card. Online Bidders intending to bid on multiple Properties in an Auction may pay the Deposit Balance by authorizing a hold on their credit card in such amount determined by the Online Bidder. To be permitted to bid on a Property, the Online Bidder must have a Deposit Balance of no less than the Initial Deposit required for such Property. While bidding for a Property is open, the Online Bidder’s Deposit Balance will be temporarily (until conclusion of the Auction as to such Property) reduced by the amount of the Initial Deposit required for such Property while the Online Bidder is the high bidder. An Online Bidder’s Deposit Balance will be permanently reduced by the amount of the Initial Deposit required for a Property for which the Online Bidder is a Winning Online Bidder at the moment bidding for such Property closes.

      3. Receipt of the Deposit Balance paid by credit card. A Deposit Balance will be deemed made when a credit card hold is approved through the credit card processer, in the amount approved. The Site, Application and/or Services will permit each Deposit Balance to be applied to one Auction only; no Deposit Transmittal Form is required for a Deposit Balance paid by credit card.

      4. Deposit and Return of Deposit Balance paid by credit card. If an Online Bidder, having paid the Deposit Balance by credit card hold, is a Winning Online Bidder, such Online Bidder must pay the required Initial Deposit(s) by wire transfer, certified check or cashier’s check to be deposited to Alex Cooper’s escrow account within one business day following the close of bidding for all Property at such Auction for which the Online Bidder placed the Winning Bid(s), to be applied in accordance with the provisions of Section 6 hereof. If an Online Bidder makes all such payments when and as required, or if an Online Bidder is not a Winning Online Bidder for any Properties at the Auction, the Online Bidder’s credit card holds will be cancelled by Alex Cooper within seven (7) days after the Auction. If a Deposit Balance is made by credit card hold, any Unapplied Deposit Balances may not be transferred to other Auctions.

    3. Deposit Balance – Cash and uncertified checks. Alex Cooper will not accept cash payments nor uncertified checks (personal and/or business) for a Deposit Balance.

  5. Online Bidding and Buying.

    1. Discretion of Alex Cooper in Registering Online Bidders to Participate in an Auction. Alex Cooper reserves the right, in its sole and absolute discretion, to refuse any Online Bidder’s registration to participate in an Auction and/or to terminate or revoke the same, or reject any bid placed by an Online Bidder.

    2. Online Bidding. With respect to online bidding, only bids placed by Online Bidders through the Site, Application and/or Services can or will be recognized by Alex Cooper. Online Bidders are responsible and liable for payment of purchases resulting from having placed a Winning Bid.

      An Online Bidder’s privilege of participating in an Auction through the Site, Application and/or Services is offered as a convenience to Online Bidders and Online Bidders shall not hold Alex Cooper responsible for any failure of an Online Bidder’s or Alex Cooper’s telephone, communications, computer hardware and other equipment or for the failure of the Site, Application and/or Services. At Simulcast Auctions, Online Bidders compete against live bids placed by potential Property purchasers who attend the Auction, and bids placed through Online Bidding will be announced competitively by Alex Cooper or its agent at the Auction; Alex Cooper may be offered other bids of the same amount as a bid placed by an Online Bidder and Alex Cooper shall have the sole and absolute discretion in deciding which bid to accept during the Auction.

      ALEX COOPER IS NOT RESPONSIBLE FOR ANY ERRORS IN BIDDING. All Online Bidders should make certain to bid on the correct Property and that the bid entered into the Site, Application and/or Services is the bid intended. No bid may be withdrawn by an Online Bidder once placed, even if the Online Bidder made a mistake or claims to have made a mistake. Once an Online Bidder has been deemed to have placed a Winning Bid, such Online Bidder is unconditionally bound to purchase the Property, even if the Online Bidder made a mistake or claims to have made a mistake.

    3. Acceptance and Rejection of Bids. Alex Cooper reserves the right to accept or reject any bid for any reason whatsoever. The bidder having been acknowledged by Alex Cooper as having placed the Winning Bid will be the actual buyer of the Property if such Winning Bid is accepted by Alex Cooper and by the Property owner. In the event of any dispute between bidders, or in the event of doubt on Alex Cooper’s part as to the validity of any bid, Alex Cooper will have the exclusive and final discretion to determine the successful bidder, cancel the sale, or to re-offer and resell the Property. Alex Cooper is not responsible for any errors or omissions in connection therewith including, but not limited to, failure of Alex Cooper to receive and/or recognize a bid placed by an Online Bidder. Alex Cooper shall be the sole arbitrator in case of any disputed bid.

    4. Absolute and Reserve Auctions.

      1. Auction with Reserve. Unless otherwise specified, each Auction shall be an “Auction with Reserve” which is an auction in which Owner reserves the right to establish a Reserve Price, to accept or decline any and all bids or to withdraw the Property at any time prior to the announcement of the completion of the sale by the Alex Cooper. The Reserve Price is the minimum price that Owner is willing to accept for the Property, which may or may not be disclosed, and which may be determined or modified at any time until Alex Cooper announces the conclusion of the Auction sale of the Property. Alex Cooper may open the bidding on the Property below the Reserve Price by placing a bid on behalf of the Owner, and may continue to bid on behalf of the Owner up to the amount of the Reserve Price, either by placing consecutive bids or by placing bids in response to other bidders.

      2. Absolute Auction. If the Auction is designated as an “Absolute Auction”, the auction shall be an “Absolute Auction” which is an auction in which the Property is sold to the highest bidder (qualified by Alex Cooper) with no limiting conditions or minimum sales price. Owner may not bid personally or through an agent, may not establish a Reserve Price, and must accept the high bid made after the announcement of the commencement of the sale by the Alex Cooper.

    5. Bidding and Winning. To purchase a particular Property at the Auction, an Online Bidder must be acknowledged by Alex Cooper as having placed the Winning Bid (a “Winning Online Bidder”). A Winning Online Bidder will be contacted by phone or email by Alex Cooper at the phone number or email address provided in the Winning Online Bidder’s Site, Application and/or Services account information. Once contacted by a representative of Alex Cooper, a Winning Online Bidder will be sent, via e-mail, the Purchase Agreement and certain other documents to sign and return to Alex Cooper. The Purchase Agreement will contain the exact terms and conditions of the sale of each Property. A Winning Online Bidder will have four (4) hours after Alex Cooper sends such e-mail to sign and return, via email, facsimile, other electronic signature, or physical delivery to Alex Cooper, the Purchase Agreement and any other documents required to be executed in connection with the sale of the Property at the Auction. Those documents required to be signed by the Winning Online Bidder and returned to Alex Cooper must be delivered in a manner and/or format readily accessible and/or legible to Alex Cooper. Failure to deliver any documents in such a time and manner may result in Alex Cooper or the Owner(s) declaring the Winning Online Bidder in default. Auction results posted on the Site, Application or Services will not be considered official until the Purchase Agreement is fully executed by all parties thereof.

      If Alex Cooper is unable to reach a Winning Online Bidder or if a Winning Online Bidder does not sign and return via email, facsimile or physical delivery to Alex Cooper, the Purchase Agreement and any other documents required to be executed in connection with the sale of the Property at the Auction within four (4) hours after Alex Cooper’s acknowledgement of the Winning Bid, and/or if a Winning Bidder who placed his or her Deposit Balance by credit card hold fails to pay the Initial Deposit(s) by wire transfer, certified check or cashier’s check within one business day following the close of bidding for all Property at such Auction for which he or she placed Winning Bid(s), then Alex Cooper or the Owner(s) can declare the Winning Online Bidder to be in default. In the event of such declaration, the Winning Online Bidder’s Winning Bid shall be null and void and Alex Cooper and Owner shall have absolutely no further liability or obligation to the Winning Online Bidder. Further, in the event of such declaration with respect to a Winning Bidder who made his or her Deposit Balance by credit card hold, Alex Cooper shall have the right to charge such Winning Bidder’s credit card for the amount of such hold. IN ADDITION, SUCH WINNING ONLINE BIDDER SHALL BE SUBJECT TO LIQUIDATED DAMAGES EQUAL TO TEN PERCENT (10%) OF THE WINNING BID PLACED BY THE WINNING ONLINE BIDDER AND ALEX COOPER AND OWNER(S) SHALL RESERVE THE RIGHT TO SEEK ANY AND ALL OTHER REMEDIES AGAINST THE WINNING ONLINE BIDDER, INCLUDING SPECIFIC PERFORMANCE. Alex Cooper and/or the Owner shall have the right to retain the Initial Deposit on account of the liquidated damages. Furthermore, Alex Cooper and the Owner(s) reserve the right to immediately put the Property back up for sale at the Winning Online Bidder’s sole risk and expense.

  6. Application of Deposit Balance for Winning Online Bidder. The Deposit Balance paid by a Winning Online Bidder will first be applied in full or partial satisfaction, as the case may be, of all Initial Deposit(s) required to be paid for the Property. Thereafter, the Winning Online Bidder is required to satisfy the Deposit payment requirements as set forth in the Advertisement for the Property on Alex Cooper’s website, the Purchase Agreement, or both. In the event the Deposit Balance (other than those made by credit card hold) is in excess of the Deposit required to be paid for the Property, such excess shall be refunded as provided in Section 4; provided, however, that a Winning Online Bidder may make arrangements with Alex Cooper to have any amount of the Deposit Balance in excess of the Initial Deposit applied to additional deposits or the Property’s purchase price.

  7. Payment of Purchase Price and Closing. A Winning Online Bidder shall pay the Property purchase price in accordance with the terms and provision set forth in the Purchase Agreement and shall close on the purchase of the Property in accordance with the terms and conditions set forth in the Purchase Agreement.

  8. General Auction Information. The respective rights and obligations by and between Owners, Alex Cooper, and Online Bidders shall be governed by, interpreted and enforced under the laws of the State of Maryland, without regard to its rules of conflict of laws. By bidding in an Auction through the Site, Application and/or Services, each Online Bidder shall be deemed to have irrevocably submitted to the jurisdiction of the courts of competent jurisdiction in Baltimore County, Maryland in connection with any suit, proceeding or other legal process relating to the Auction and/or the offering or sale of any Property. Upon execution of a Purchase Agreement, all rights and remedies with respect to the Property covered by such Purchase Agreement shall be governed by such Purchase Agreement.

    Offers made during the Auction are void where prohibited by law. Any information on any website, in any brochure, email or postcard and any and all information available regarding the Properties shall not constitute an offer to sell or a solicitation of any offer to buy any of the Properties displayed on the Site, Application and/or Services or otherwise advertised for sale by Alex Cooper. No obligation to sell shall be binding on an Owner unless and until a written contract of sale or purchase for a Property is signed and delivered by an Owner. Owners reserve the right to rescind any acceptance of a Winning Bid prior to execution and delivery of an executed contract of sale or purchase for a Property for any reason.

  9. Headings. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

  10. Severability. If any provision of these Online Bidding Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

  11. Waiver. Alex Cooper’s failure to exercise or forbear from exercising any rights or remedies, or failure to enforce or forbear from enforcing, the strict performance of any provision of these Online Bidding Terms and Conditions will not constitute a waiver of Alex Cooper’s right to exercise such rights or remedies or enforce such provision or any other provisions set forth herein in that or any other instance. Any waiver of any provisions of these Online Bidding Terms and Conditions by Alex Cooper must be made in writing and signed by an authorized representative of Alex Cooper specifically referencing the provision to be waived.

  12. Dispute Resolution. If a dispute arises out of or relates to these Online Bidding Terms and Conditions, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. In the event mediation is unsuccessful, any controversy or claim arising out of or relating hereto, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The dispute shall be heard by one (1) arbitrator who shall be appointed as provided in the AAA Commercial Arbitration Rules. This Section shall not preclude Alex Cooper from filing an interpleader action in a court of competent jurisdiction pursuant to Section13.

  13. Provisions Regarding Alex Cooper as Escrow Agent. The following provisions are applicable to Alex Cooper as Escrow Agent. Alex Cooper shall hold and disburse the Deposit Balance in accordance with the terms and provisions of this Online Bidding Terms and Conditions and shall cause the Deposit to be applied in accordance with the provisions hereof. Upon completion of the Auction for which a Deposit Balance is made, Alex Cooper shall disburse the Deposit in accordance with the terms hereof. In the event that Alex Cooper shall be unable to determine at any time to whom the Deposit Balance should be paid or a dispute shall develop concerning to whom the Deposit Balance should be paid, then, unless Alex Cooper shall have received written instructions from the parties within ten (10) days after Alex Cooper has served a written request upon the parties for instructions authorizing Alex Cooper to disburse the Deposit Balance in accordance with such written instructions, Alex Cooper shall have the right by bill of interpleader to pay the Deposit Balance, less the reasonable expenses of Alex Cooper, as hereinafter set forth, into a court having jurisdiction and interplead the parties in respect thereof (notwithstanding the mediation and binding arbitration provisions in Section 12, above), and thereafter Alex Cooper shall be discharged of any obligations in connection therewith. All reasonable costs or expenses incurred by Alex Cooper because of litigation or dispute between the parties arising out of the holding of the Deposit Balance in escrow shall be paid by the losing party and charged and assessed as court costs in favor of the prevailing party. Except for such costs or expenses, no fee or charge shall be due or payable to Alex Cooper for its services as escrow holder. The parties agree that Alex Cooper assumes no liability in connection herewith except for its gross negligence or willful misconduct. Alex Cooper is authorized to disregard any notices received by it except communications expressly provided for herein and all orders and processes of any court pertaining hereto. Alex Cooper shall not be personally liable for any act taken or omitted hereunder if taken or omitted by it in good faith and in the exercise of its reasonable judgment. Alex Cooper shall be fully protected in relying on any written notice, certificate, or other communication which it in good faith believes to be genuine.

  14. Assignment; Third Party Beneficiaries. These Online Bidding Terms and Conditions will inure to the benefit of Alex Cooper’s successors and assigns. Except as set forth herein, these Online Bidding Terms and Conditions shall not benefit or create any right or cause of action in or on behalf of any individual or entity other than the parties hereto.

  15. Integration. These Online Bidding Terms and Conditions constitutes the entire agreement between the Online Bidder and Alex Cooper with respect to the Online Bidder’s use of the Site, Application and/or Services, and supersede all previous written or oral agreements between the Online Bidder and Alex Cooper with respect to Online Bidder’s use of the Site, Application and/or Services.

  16. Electronic Signatures and Transaction. By any use of the Site, Application and/or Services, including mere assignment of a Bidding Number by Alex Cooper to an Online Bidder and/or signing below this Section 16, each Online Bidder agrees to the terms and conditions set forth in these Online Bidding Terms and Conditions and any other document incorporated by reference herein, as may be modified from time to time prior to Auction. Furthermore, the Online Bidder agrees to transact business electronically with Alex Cooper. Such form of acceptance by an Online Bidder is binding and each Online Bidder acknowledges it shall be binding and enforceable pursuant to the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United Sates Code Section 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and applicable state law.

  17. Counterparts; Electronic Signatures. This Addendum may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. This Addendum may be executed by facsimile transmission, scanned attachment to email, or other electronic signature, which shall be deemed to be valid and as effective as original signatures once delivered to the other party.

  18. Agreement Remains in Full Force and Effect. The parties agree that, except as modified herein, the terms of the Agreement shall remain in full force and effect, and the parties ratify and affirm the same. Capitalized terms used herein, unless otherwise indicated, shall have the meanings ascribed to such terms in the Agreement.

  19. NO MODIFICATION. THESE ONLINE BIDDING TERMS AND CONDITIONS ARE POSTED ON THE SITE, APPLCIATION AND SERVICES AND THE VERSION SO POSTED ON THE CLOSING DATE OF THE AUCTION IS THE “MASTER AGREEMENT”. OWNER AND BUYER EACH WARRANT THAT THEY HAVE NOT IN ANY WAY CHANGED (BY INSERTION, DELETION, MODIFICATION, ETC.) ANY LANGUAGE FROM THE LANGUAGE APPEARING IN THE MASTER AGREEMENT, UNLESS ANY SUCH CHANGE HAS BEEN EXPRESSLY AND SPECIFICALLY AGREED TO BY ALEX COOPER AND OWNER AND BUYER AND HAS BEEN AND INITIALED BY ALL OF THEM. IN THE EVENT OF ANY CHANGE IN THE LANGUAGE HEREIN NOT SO INITIALED BY ALEX COOPER AND OWNER AND BUYER, SUCH CHANGE SHALL BE DISREGARDED AND CONCLUSIVELY DEEMED REPLACED BY THE APPLICABLE LANGUAGE OF THE MASTER AGREEMENT WHICH SHALL BE DEEMED INCORPORATED HEREIN BY REFERENCE.

Version Date 06/21/17