Interluxe User Agreement

 

Interluxe, Inc. offers you access to our sites, services, tools and applications based on your acceptance of the following terms and conditions.


Welcome to Interluxe.com ("Website"). This User Agreement ("Agreement") describes the terms and conditions applicable to your use of our sites, services, tools and applications available on the Website. This Agreement is effective between you, Interluxe, Inc. ("Interluxe") and its related companies, and is a condition of use each and every time you use the Website as a visitor or registered user ("User"), and upon your acceptance when registering as a User of the Website.

 

You must read, agree to and accept all of the terms and conditions contained in this Agreement and our Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may use our Website. As you read this Agreement, we strongly recommend that you also access and read the information contained in the other documents referred to in this Agreement as they may contain further terms and conditions that apply to you as a User of the Website. Some Interluxe sites, services, tools and applications may have additional or other terms, agreements or policies that govern their availability and use. Your use of and access to such sites, services, tools and applications are subject to any and all terms, agreements or policies applicable to them.

 

IMPORTANT: If you do not agree to be bound by the terms and conditions of this Agreement and our Privacy Policy please do not access the Website or use our services.

 

We may amend this Agreement at any time by posting the updated User Agreement on the Website. Except as stated below, all amended terms shall automatically be effective when they are posted on the Website. This Agreement may not be otherwise amended except in a writing signed by you and a designated officer of Interluxe.


1. Interluxe Is a Venue. Interluxe is not an auctioneer; it is a venue. Although we may be referred to as an online auction website, it is important to realize that we are not a traditional auctioneer. Instead, the Website acts as a venue to allow parties to offer, sell and buy real property in a bid-ask format commonly referred to as an auction ("Auction"). The role of Interluxe is limited to publishing and advertising information provided by sellers and their agents ("Sellers") and providing a venue for communication about the Auction. Interluxe offers advertising and Auction information only. This Agreement is meant to clarify Interluxe's limited role as a publisher of advertising and a venue provider, and outline certain limitations regarding Interluxe's obligations and liabilities. Your use of the Website confirms your understanding and acceptance of this User Agreement.


2. Interluxe Presents Advertisements. Interluxe's auction-style advertisements of Auctions do not involve legally binding offers to sell. They are simply a way for Sellers to advertise their assets to potential buyers. Interluxe does not act in the capacity of a real estate professional and, as a result, has no control over the truth or accuracy of the information conveyed or the quality, value or title to the properties advertised.

 

3. Interluxe Is Not a Licensed Real Estate Broker. Interluxe does not purport to broker transactions. Interluxe is not responsible for and does not engage in the listing, brokering, selling, purchasing, exchanging or leasing of real estate posted on the Website; nor does it provide a "multiple listing service" as that term is traditionally used for real estate. Interluxe does not counsel Sellers or buyers, show real estate, negotiate sales contracts, or hold a position of trust and confidence. Accordingly, no brokerage agency or fiduciary relationship is intended to be or shall be deemed to have been created between Interluxe and any Seller or buyer or you regarding the use of the Website. Further, we have no opinion regarding the ability of a Seller to sell specific real estate nor can we ensure that a buyer or Seller will actually complete a transaction.

 

4. Registration Required. In order to access certain parts of the Website a visitor is required to register as a User, disclosing certain information to Interluxe. After validation of the registration, the User may log in to the Website to view more information about Auctions, and perform other functions not available to visitors who are not logged in. The Privacy Policy is included by reference.

 

4.1 Activities Requiring a License. It is the User's responsibility to seek the appropriate representation or accreditation when conducting any activity on the Website that may require a real estate or other license such as bidding, executing a real estate listing agreement, conducting research, placing information on the Website, negotiating with a buyer and/or a Seller or other real estate-related sale activities. In certain jurisdictions, such activities may only be conducted by companies and/or individuals who are licensed real estate professionals.

 

4.2 Sellers May Be Represented By a Broker. Sellers of real estate on the Website may be represented by a real estate professional ("Broker"). Interluxe is a venue to assist the Seller and the Seller's Broker in marketing their Property, but provides no services that require a real estate license in any jurisdiction.

 

4.3 Brokers Are Required to Have a Listing Agreement. In order for a Broker to post an Auction on the Website, the Broker must have a valid listing agreement executed by the Property owner ("Seller"). The Seller and Broker are solely responsible for the accuracy of the information that the Broker may post on the Website.

 

4.4 Auction Terms and Conditions Vary. The Terms and Conditions of each Auction on the Website may vary. It is important that interested parties be familiar with the Terms and Conditions for each Auction on which they wish to place a bid, are a Seller, Broker or are otherwise involved. The listing agreement between a Seller and Broker, any related auction addendum(s) and the purchase agreement are used to define the Terms and Conditions under which a Property is offered.

 

4.5 Due Diligence. Prospective bidders/buyers are advised and encouraged to perform all necessary due diligence before bidding on an Auction; and all parties are advised and encouraged to seek the help and guidance of a licensed real estate professional, attorney or other suitable professional before bidding on any property.

 

5. Access to Restricted Information. Access to certain data on the Website, including financial instruments, loans, claims, title info, inspections and floorplans (collectively referred to as "Restricted Information"), is restricted to a limited number of registered Users and those individuals who may assist or give advice to these Users, who may be employees, officers or directors of the registered User, their agent or representative (including attorney, accountant or financial advisor) or a third party such as an equity investor, servicer or contractor (collectively referred to as "Qualified Users"), and who may have a need to access the Restricted Information for the purpose of assisting and advising the User in evaluating whether to enter a bid. Qualified Users agree to be subject to the additional restrictions and requirements of this Section 5 as a condition of access to this Restricted Information. Restrictions on Qualified Users apply to Restricted Information but do not apply to real estate for sale on Interluxe.com.

 

5.1 Term of Agreement. This section 5 shall be a continuing agreement, effective upon Qualified User's clicking the "I have read and agree to the terms of the User Agreement" ("Effective Date"). Qualified User acknowledges that in connection with a particular Asset, Qualified User may be required to assent to a subsequent update to this Agreement, the terms of which may differ from those herein, or to reaffirm or otherwise assent to this Agreement, in writing, electronically or otherwise. Qualified User agrees that such agreement or reaffirmation shall be binding upon Qualified User and its directors, officers, employees, agents, successors and assigns, regardless of whether assent thereto is in written or electronic form.

 

5.2 Use of Restricted Information by Qualified User. Qualified User shall use the Restricted Information provided on the Website and information and reports provided by others ("Third Party") solely for the purpose of evaluating its interest in purchasing the Assets as a principal, and for no other purpose. Qualified User acknowledges Third Party's valuable rights in and to the compilations of licensed data reports and the underlying data that those compilations contain, including Third Parties' copyrights and other proprietary rights therein, the related data sources, database structures, processing software, production systems, documentation, and quality control methods as well as any other information provided by Third Parties or on behalf of Third Parties to Qualified User. Qualified User agrees to hold in confidence the Restricted Information, in whole or in part, except in connection with those uses that are consistent with the usage granted herein and as disclosed to Interluxe, its officers, directors or agents who require such disclosure in the performance of their responsibilities, provided that such parties shall acknowledge the confidentiality restrictions contained herein. Qualified User further agrees that it will not disclose or otherwise make available the Restricted Information. The above restrictions shall not apply to information that is (a) generally available to the public or any relevant trade group; (b) independently developed by Qualified User; (c) required to be disclosed by law, regulations, or legal process by a court or government agency (but only with respect to the portion of the Restricted Information that is required to be disclosed), provided that prior to any such release, Qualified User shall give Interluxe prompt notice thereof, and in no event less than ten (10) business days' prior notice of such release both by telephone and in writing, unless such notice is expressly precluded by applicable law or governmental order. Qualified User will not (a) disclose any portion of the Restricted Information in any manner, (b) make any copies of the Restricted Information in any form except for those copies provided by the Website, (c) transfer the Restricted Information to any other party, (d) commingle or archive the Restricted Information or (e) market the Restricted Information directly or indirectly in any form to anybody. Qualified User acknowledges that the remedy at law for any breach by it of this Agreement shall be inadequate and that Seller, Third Party and Interluxe shall also be entitled to injunctive relief.

 

5.3 Required Confidentiality. Qualified User shall ensure that all persons to whom it discloses the Restricted Information shall keep the Restricted Information confidential. In the event Qualified User does not acquire the Assets, it shall destroy all copies of the Restricted Information.

 

5.4 User May Not Contact Seller. Without limiting the prohibitions found in section 5 herein, registered User shall not call, write, meet with, or have any other contact with the Seller with regard to the Assets or the potential sale of the Assets. In the event of a breach of this section, Qualified User shall be liable to Interluxe for all damages consequential thereto, including, but not limited to, their costs and attorneys' fees in defending any legal action resulting from such breach. Notwithstanding the foregoing, Interluxe shall also have recourse to all generally available legal remedies for the breach of this or any other section of this Agreement.

 

5.5 Liability For Breach of Agreement. If Interluxe determines that Qualified User has breached any provision of this Agreement, Interluxe may, at their sole discretion, exercise any or all legal or equitable rights or remedies to which they are entitled on account of Qualified User's breach. Interluxe shall not be deemed to have waived any rights or remedies on account of failure, delay, or forbearance in exercising any such right or remedy in a particular instance.

 

5.6 Qualified User Requirements. Qualified User hereby represents and warrants to Interluxe that it is a substantial purchaser or Seller (or agent or advisor thereof with the intent to advise but not transact) having such knowledge and is experienced in financial and business matters, that it is capable of evaluating the merits and risks associated with Assets of this class and understands, and is able to bear the economic risks of any transaction executed by way of Interluxe and/or this Website (including a total loss of its investment and the risk that Qualified User might be required to hold the Assets for an indefinite period of time).

 

5.7 Accuracy and Completeness of Information on the Website. Qualified User agrees that Interluxe makes no representation as to the accuracy or completeness of the information on the Website.

 

5.8 Laws and Regulations. Qualified User agrees to comply with all applicable laws and regulations, including, without limitation, the Gramm-Leach-Bliley Act, with regard to the confidentiality of consumer information.

 

6. Release of Liability. Because Interluxe is a venue, in the event that you have a dispute with a Broker, Seller, or any Third Party, you agree to release Interluxe and any of its affiliates, our and their officers, directors, agents, subsidiaries, joint ventures and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. User acknowledges and understands that all of the available Auction information, including Restricted Information, was prepared by parties other than Interluxe, and further acknowledges and understands that Interluxe makes no representation or warranty whatsoever, express or implied, with respect to the content, completeness or accuracy of the Auction information. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

 

7. Hold Harmless. User shall defend, and hold harmless Interluxe and their affiliates from and against any and all claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees) incurred by Interluxe as a result of any violation or failure to comply with the provisions of this Agreement by User or any individual or entity to whom it has disclosed Restricted Information or other confidential information.

 

8. Termination of Use of Website. Without limiting any of its other remedies, Interluxe may suspend or terminate your use of the Website if we suspect, in our sole discretion, that you (by conviction, settlement, insurance or escrow investigation, or any other reason) have engaged in fraudulent activity or breached the terms of this Agreement.

 

9. Your Information

 

9.1 Defined. "Your Information" is defined as any information you provide to us in the registration or bidding process or through any email feature or survey. Interluxe will only use Your Information in accordance with this Agreement and our Privacy Policy

 

9.2 Prohibited Activities. Your Information and your activities on the Website shall not: (a) be knowingly false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation; (e) contain any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or (f) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.

 

10. Subscription Emails. By registering as a User you are subscribing to receive emails from the Website. Emails may come from an email address at Interluxe.com or related domain. When you show interest in a specific auction or group of auctions, you are opting in to receive informational emails about those auctions. You are required to receive certain emails, for example, when registering a user account or placing a bid.

 

11. Interference with Website. Much of the information on the Website is updated on a real-time basis and is proprietary or is licensed to Interluxe by third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Website for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Website without the prior expressed written permission of Interluxe and the appropriate third parties as applicable; (iii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website or (iv) bypass measures we may use to prevent or restrict access to the Website.

 

12. Breach of Terms and Conditions of Website. Without limiting other remedies, we may limit your activity, immediately remove your bid(s), warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your use of our Website and refuse to provide our services to you if (a) we believe that you have breached the terms and conditions of this Agreement or the documents incorporated by reference; (b) we are unable to verify or authenticate information you provide to us or (c) we believe that your actions may cause financial loss or legal liability for you, our Users or us.

 

13. Disclaimer of Warranty. INTERLUXE, ITS OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS PROVIDE THIS WEBSITE AND ITS SERVICES "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESSED, IMPLIED OR STATUTORY. INTERLUXE AND ANY OF ITS AFFILIATES, THEIR OFFICERS, DIRECTORS, EMPLOYEES AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT REGARDING THE PROPERTIES ON THE WEBSITE.

 

14. Limitation of Liability. IN NO EVENT SHALL INTERLUXE, ITS OFFICERS, DIRECTORS, EMPLOYEES OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). INTERLUXE'S LIABILITY, AND THE LIABILITY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO $100. This Agreement, including this limitation of liability, shall be enforceable by Interluxe and any of its affiliates.

 

15. Indemnity Provision. You agree to indemnify and hold Interluxe, and its affiliates and subsidiaries, and our and their respective officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it may incorporate by reference, your improper use of Interluxe's sites, services tools or applications, and/or your violation of any law or the rights of any third party.

 

16. Release. If you have a dispute with one or more Users, you release Interluxe and our affiliates and subsidiaries, and our and their respective officers, directors, agents and employees 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.

 

17. Compliance With Applicable Laws. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service.

 

18. Re-affirmation of User Agreement. Each and every request made by a visitor or User for Auction information or action by a User, such as using a password, to gain access to Auction or other information shall constitute visitor's or User's re-affirmation and acceptance of the terms and conditions of this Agreement.

 

19. Notice Procedure. Except as explicitly stated otherwise, any notices shall be given by postal mail to Interluxe, Inc. at 2010 S Tryon Street, Suite 1C, Charlotte, NC 28203 (in our case), or to the email address or mailing address that you provide to us during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless we are notified that your email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested to the address that you provided to us during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

 

20. Choice of Law and Integration. This Agreement shall be governed in all respects by the laws of the State of Delaware. We do not guarantee continuous, uninterrupted or secure access to our services; and operation of the Website may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Interluxe in accordance with Section 19, "Notices," in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe 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. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

 

Last Updated: 8/20/2015