TERMS OF USE

Please read these terms and conditions of use (“Terms of Use” or “Terms”) carefully before using https://secureprivatesale.com and any related mobile applications, as they affect your legal rights. These Terms govern access to and use of the website, applications, application plug-ins, technology, digital products and other services (collectively, the “Service”) provided by Secure Private Sale Solutions LLC dba Secure Private Sale (“SPS” “we,” or “us”), and apply to all visitors, users and others who access or use the Service.

All website visitors to https://secureprivatesale.com, individual and entities who use the Service or create an account (“Account”), and their authorized users are referred to herein as a “Customer” or “Customers,” and may be referred to in this Terms as “you,” “your” or “yourself” as applicable.

The Agreement between you and us includes these Terms, along with our Privacy Policy and any Agreement we may enter into with you, all of which are incorporated herein by reference.

01. Acceptance of Terms

By using the Service, you accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent), as updated by SPS from time-to-time. The date of the most recent revision will appear at the top of this page. You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. Your use of the Service constitutes your acceptance of any changes and/or revisions to these Terms. If you do not agree to these Terms, you are not authorized to use the Service and must cease using the Service immediately.

Subject to your compliance with these Terms, SPS grants you a non-exclusive, limited, revocable, personal, non-transferable license to use the Service.

SPS may link to third-party service providers who provide certain products or services that are included in our Services. Such third parties operate separate websites and/or mobile applications that are governed by their own separate terms and policies. Except as expressly addressed herein, these Terms do not control such third-party websites or services.

02. About Secure Private Sale

With our Service, we provide a digital platform intended to help Customers find, purchase, list for sale or sell various types of personal vehicles including automobiles, trucks, motorcycles, ATVs and boats. As part of the Service, we facilitate buyer-to-seller payments, enabling buyers to transmit funds electronically to sellers, and also can assist with the processing of DMV requirements transferring vehicle titles.

We are not a law firm or attorneys, may not perform services performed by an attorney, and our Services are not a substitute for the advice or services of an attorney. Any information contained on the Service is not legal advice and is not guaranteed to be correct, complete or up-to-date. No attorney-client relationship or privilege is created between you and us. If you need legal advice related to any matters for which you use the Service, you should consult a licensed attorney in your area.

We also are not accountants or tax professionals, and do not give advice related to bookkeeping, accounting, GAAP, tax planning or tax consequences. If you need advice related to accounting or tax considerations or ramifications related to any matters for which you use the Service, you should consult a certified public account or other qualified tax professional in your area.

03. Eligibility

You agree that by using the Service you are at least 18 years of age and you are legally able to enter into a contract.

If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

You acknowledge that to be eligible to sell a vehicle, you must complete the application process with us and deliver all information, including service history and transaction-related contracts and payments requested in the application or otherwise. You further acknowledge that you are the registered owner of the subject vehicle and are legally authorized to sell it, which we may verify with the National Motor Vehicle Title Information System (NMVTIS), a state-level registration check, and/or with any private vehicle history report.

You acknowledge that to be eligible to buy a vehicle via SPS, you must complete the transaction process with us and deliver all information and transaction-related contracts and documents requested by us in the purchase process or otherwise.

04. SPS Account

When you create an Account to use or access the Service (or portions thereof), you must provide complete and accurate information as requested on the registration form, and you must maintain and update such information to keep it complete and accurate. You will also be asked to provide a username and password. You are entirely responsible for maintaining the confidentiality of your password, and are responsible for all activities (whether by you or by others) that occur under your password or Account. You may not use a third party’s Account, username or password at any time, and you will not allow anyone other than authorized users to access or use the Service from your Account. You agree to notify us immediately of any unauthorized use of your Account, username or password. We shall not be liable for any losses you incur as a result of someone else’s use of your Account or password, either with or without your knowledge. You may be held liable for any losses incurred by us, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your Account or password.

You will promptly notify us of any suspected violation of these Terms by an authorized user and will cooperate with us to address the suspected violation. We may suspend or terminate any authorized user’s access to the Service upon notice to you in the event that we reasonably determine that such authorized user violated these Terms.

05. Communications

Please note, we may be unable to fulfill Services in a language other than English. Our communications to you may be in English only. If you are not fluent in English, please consider obtaining the services of a qualified interpreter or taking other steps to ensure you understand the transaction before entering into it and to explain any future communications in English.

By creating an Account for our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing us at unsubscribe@secureprivatesale.com.

By creating an Account for our Service, you expressly consent and agree that we can contact you using written, electronic or verbal means, including by manual dialing, emails, in-app messaging, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, including wireless telephone numbers that could result in charges to you, as necessary to complete transactions requested by you and to service your account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-Email registry. You agree that we may use any email address or telephone number you provide as set forth here, now or in the future, including mobile telephone numbers. The texts we send may be seen by anyone with access to your phone, and you should safeguard the confidentiality of your devices.

06. Intellectual Property Rights

The Service is owned and operated by Secure Private Sale Solutions LLC, and contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. None of the Service may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Service shall be construed to confer any license under any of our intellectual property rights, whether by estoppel, implication or otherwise. We reserve any and all available rights not expressly provided in these Terms.

The Service is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Service. You acknowledge that the Service contains original works that have been developed, compiled, prepared, revised, selected, and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of us and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Service, shall, as between you and us, at all times be and remain our sole and exclusive property.
The trademarks, logos, taglines, and service marks displayed on the Service (collectively, the “Marks”), whether or not registered, may not be used by you without our prior express written permission.

Any software available for downloading through the Service or third-party websites or applications (the “Software”) is the copyrighted work of SPS and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is prohibited.

Upon your acceptance of these Terms, we grant you a limited, non-exclusive, non-sublicensable, and non-assignable license to access and use the Service for your internal purposes and only as expressly permitted in these Terms. You shall not use or permit use of the Service for any illegal purpose or in any manner inconsistent with the provisions of these Terms. Any violation by you of our intellectual property rights or the license provisions contained herein may result in the immediate termination of your right to use the Service, as well as potential liability for copyright infringement or other claims depending on the circumstances.

07. Use Restrictions

By using the Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

08. Customer Data

You are responsible for the data and information that you or your authorized users input or upload into the Service (“Customer Data”). You are further responsible for obtaining any necessary right and licenses for use of the Customer Data by you and us as contemplated in these Terms. You agree that you have the legal right and authority to access, use and disclose to us any Customer Data. You authorize us to access, process, and use the Customer Data as necessary to perform and fulfill its obligations hereunder, including to provide the Service to you. You and your authorized users acknowledge that we may process Customer Data in accordance with our Privacy Policy.

09. Customer Representations and Warranties

You hereby represent and warrant to us that: (a) you have all requisite rights and authority to use the Service under these Terms and to grant all applicable rights herein; (b) you are responsible for all use of the Service associated with your Account; (c) you are solely responsible for maintaining the confidentiality of your Account usernames and password(s); (d) you agree to immediately notify us of any unauthorized use of your Account of which you becomes aware; (e) you agree that we will not be liable for any losses incurred as a result of a third party's use of your Account, regardless of whether such use is with or without your knowledge and consent; (f) you will use the Service for lawful purposes only and subject to these Terms; (g) any information you submit to us is true, accurate, and correct; (h) you will not attempt to gain unauthorized access to the Service, other Accounts, computer systems, or networks under our control or responsibility through hacking, cracking, password mining, or any other unauthorized means; (i) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country; and (j) you are not listed on any United States government list of prohibited or restricted parties.

10. Fees and Payment

The description and amount(s) of SPS’s fees for the Service, and the process for payment thereof, are more specifically set forth in the Bill of Sale you may enter into with the buyer or seller of a subject vehicle. In the event of any conflict or inconsistency between these Terms and those in the Bill of Sale with respect to fees and payment, the terms of the Bill of Sale will control. Subject to the foregoing, the fees payable to SPS for various available aspects of the Service are generally described and estimated as follows:

In general, if you wish to purchase any vehicle made available through Service (“Purchase”), a valid payment method, including credit card, is required. You will be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card and your billing address. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (b) the information you supply to us is true, correct and complete. We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

By accepting a final sale price or otherwise making a purchase offer through SPS, you agree to buy the vehicle for sale for that price, and agree to pay our associated fees and any assessed documentation fee that varies by state and partially covers our costs related to processing the vehicle’s title and registration, where applicable. Failure to complete a transaction after accepting a final sale price may result in suspension or termination of your Account.

11. Modification of the Service

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

12. Term and Termination

These Terms are effective unless and until terminated by either you or us. You may terminate your use of the Service at any time by ceasing further use of the Service. We are also free to terminate (or suspend access to) your use of the Service or your Account, for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

If these Terms expire or are terminated for any reason: (a) any and all of your liabilities to us that have accrued before the effective date of the expiration or termination will survive; (b) licenses and use rights granted to you with respect to the Service and intellectual property will immediately terminate; (c) any obligation we have to provide any further services to you under these Terms will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms. Any other provisions that, by their nature, should survive termination of these Terms shall survive termination. Such terms include, by way of example and without limitation, any obligation you have to pay us or indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.

13. Third Party Content

We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. Such materials are solely for Customer convenience for educational or sales purposes that may be of interest to the Customer. We are not an agent for such third parties, and do not endorse or guarantee their products or services. We make no representations or endorsements as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. Your correspondence or business dealings with, or participation in promotions of third parties found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such partners or links to third-party websites or resources on the Service.

14. Warranties and Disclaimers

THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS.

  1. While we use reasonable efforts to include accurate and up-to-date information in our website for the Service at https://secureprivatesale.com, we make no warranties or representations as to its accuracy. We assume no liability for any errors or omissions in the contents of our website. We make no representation or warranty that the Service, or the server that makes it available, is free of viruses or errors, that it will be uninterrupted, or that defects will be corrected. If you choose to access our website and/or use the Service, you do so on your own initiative and risk and are responsible for compliance with all applicable laws and regulations.
  2. We make not representations that the materials contained in our website or the Service are appropriate for use in all countries, states, provinces, counties or any other jurisdictions. We may limit the Service’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
  3. We are not liable for the defamatory, offensive or illegal conduct of other users of the Service and that the risk of injury from such conduct rests entirely with you.
  4. Payments from or to Customers effected through the Service (other than fees payable to us pursuant to Section 10, above), do not pass into our legal ownership at any time from payment initiation through successful delivery, including any subsequent refunds.
  5. We are an independent, third party service that is not formally affiliated with the buyer or seller of any vehicle identified or described on our website. Your use of the Service does in any way constitute a tri-party agreement between us, you and the buyer or seller of a given vehicle. Accordingly, we have no responsibility and will have no liability for any consequences resulting from your interactions or contracts with other Customers, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. We do not endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by other Customers. We are not responsible, and shall not be liable for, any loss suffered by you as a result of fraudulent conduct on the part of Customers with whom you exchange funds, or any third party to whom you grant access to your Account or otherwise obtains access to your Account with or without your permission.
  6. The Service utilizes AI for assistance with its functions, including, for example, ChatGPT. Such AI is implemented and utilized for speed, ease and efficiency of the Service, but there is no guarantee of accuracy of its output. You are responsible for conducting your own due diligence to confirm the accuracy of the products and reports generated by and through the Service.
  7. SPS IS NOT A LENDER. As part of the Service, with your express authorization, we utilize third-party vendor services to show you what vehicle payment options are available to you based on the information you provided to us during the Account formation process. You acknowledge and agree that any such pre-qualification state of the Service is not a credit application.
  8. You acknowledge that there are risks associated with using the Service, including risk of failure of hardware, software and internet connections, the risk of malicious software introduction, risk of data loss due to closure of accounts by payment processors, and the risk that third parties may obtain unauthorized access to information stored within your Account. As such, we will not be responsible or liable to you for any such related losses and takes no responsibility for use of the Service that involves user error such as forgotten passwords, incorrectly construed transactions, or mistyped wallet addresses; server failure or data loss; corrupt files; unauthorized access, or; any unauthorized third party activities, including without limitation the use or introduction of computer viruses, or other malware, phishing, spoofing or other means of attack against you or the Service. We will make reasonable efforts to keep the Service available during normal business hours, except for: (i) planned downtime (of which we will endeavor to provide Customers prior notice); or (ii) any unavailability caused by circumstances beyond our control.
  9. SPS does not participate in the decision between Buyer and Seller to purchase and sell a vehicle. SPS’s involvement in a transaction is to facilitate the exchange by managing the collection and transfer of funds in a commercially reasonable manner, and does not take title or possession of the any Customer’s vehicle at any time;
  10. SPS does not perform an independent physical or mechanical inspection of any vehicle. SPS provides vehicle condition reports provided through a third-party vendor or as prepared by the seller who is in possession of the vehicle, and does not guarantee the accuracy of condition or history information. Any reliance by you on vehicle listings on independent websites or descriptions from independently contracted service providers not affiliated with SPS, or information communicated between you and another Customer, are at your own risk.

YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE AT YOUR SOLE RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICE ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, RELIABILITY, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM.

SPS DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, IS FREE OF MALICIOUS CODE OR THAT IT IS FREE OF ERRORS OR OMISSIONS, OR LOSS OR SECURITY BREACH OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF THE SERVICE.

YOU ARE ADVISED TO SAFEGUARD YOUR DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICE AND/OR ACCOMPANYING MATERIALS.

15. Indemnification

You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Service; (b) violation of these Terms by you or your authorized Account user(s), as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all Customer Data processed by the Service; (e) any products or services purchased or obtained by you in connection with the Service; (f) any other party’s access and use of the Service with your unique username, password or other appropriate security code; or (g) any matter for which we have expressly disclaimed liability in these Terms and in our Privacy Policy.

We retain the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of such claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

16. Limitations of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, SPS, ITS AFFILIATES, ITS SUBSIDIARIES, AND ITS THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM YOUR USE OF THE SERVICE, THIS AGREEMENT, OR ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT WE ARE LIABLE TO YOU EXCEED THE AMOUNTS PAID BY YOU TO US IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT ON WHICH YOUR CLAIM IS BASED.

THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations could be deemed not to apply. In those states, our liability will be limited to the greatest extent permitted by law.

17. Relationship of the Parties

At all times, you and we are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of SPS or are otherwise authorized to bind or commit us in any way without our prior written authorization.

18. General

Electronic Communications. You agree to receive all communications, agreements, and notices that we provide in connection with the Service (“Communications”), including, but not limited to, Communications related to our delivery of the Service via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Service. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

Electronic Signatures. You acknowledge and agree that you and we may, from time to time, find it expedient to utilize electronic signature(s), acknowledgment(s), consent(s), click-through(s), or other approval(s), direct or indirect, for bills of sale, receipts, titles, and other documents or disclosures necessary or incidental to the transaction of business via SPS and/or the Service, whether online, in emails, or otherwise. To that end, you agree that any such forms of approval from you will be effective and binding upon you in the same manner as a handwritten signature. You further acknowledge and agree that any electronic or digital signature contemplated herein or utilized or accepted by SPS shall be deemed to satisfy all requirements imposed on electronic or digital signatures under the Electronic Signatures in Global and National Commerce Act (the “E-Sign Act”), and any other similar laws related to the validity or enforceability of electronic or digital signatures (including without limitation any enactment of the Uniform Electronic Transactions Act (UETA), and such electronic or digital signature shall not be denied legal effect, validity or enforceability solely because it is in electronic or digital form.

Assignability. You may not assign your rights or obligations, or delegate your responsibilities hereunder without our prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. SPS may, at any time, freely assign its rights, duties, and obligations hereunder without notice to you.

Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, internet connectivity outages and material shortages. The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

Governing Law. These Terms and any dispute of any sort that might arise between you and us will be interpreted in accordance with the law of the State of California and the United States of America without regard to any conflict-of-law or other principles that provide for the application of the law of another jurisdiction.

Binding Arbitration. For any dispute with Company, you agree to first contact us at info@secureprivatesale.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute it has with you after sixty (60) days, you and we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, the breach or alleged breach thereof, or the Services themselves (collectively, “Claims”), by binding arbitration in San Jose, California, or another location mutually agreed to by the you and us. The arbitration shall be administered by ADR Services, Inc. (“ADR Services”) and held before a sole arbitrator. The arbitration shall be binding with no right of appeal. The arbitration shall be conducted pursuant to the ADR Services, Inc. Arbitration Rules. The arbitration shall be commenced by filing a demand for arbitration with the administrator of ADR Services, Inc. and serving the demand on the responding party. Upon receipt of the demand for arbitration, ADR Services will send a “Commencement Letter” acknowledging receipt of the demand. The responding party may file a response and/or a counter-claim within fifteen (15) calendar days of receipt of the demand. If no response is filed, all allegations of the demand shall be deemed denied. You and we shall select an arbitrator by mutual agreement through ADR Services within thirty (30) calendar days of the date the demand for arbitration was filed. If we are unable to agree on the selection of an arbitrator within such time, the administrator of ADR Services shall select an independent arbitrator pursuant to the procedures set forth in the ADR Services, Inc. Arbitration Rules, Paragraph 11. The costs of arbitration, including the arbitrator’s fees, shall be borne equally by the parties to the arbitration, unless otherwise ordered by the arbitrator or agreed upon by the parties. You further agree to abide by any award rendered by the arbitrator, which may otherwise be entered as a judgment in any court having jurisdiction thereof. Nothing in the foregoing shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

Venue. Any claim or dispute that between you and us that arises out of or is related to the Service and is not subject to arbitration or eligible for small claims action, shall be decided exclusively by a court of competent jurisdiction located in the County of Santa Clara, California, and you hereby consent to, and waive all defense of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Santa Clara County, California.

Attorney’s Fees. In any arbitration or legal action or proceeding arising out of or related to the Service, these Terms or our Privacy Policy, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs, which, in the case of arbitration, may be determined by the arbitrator.

Entire Agreement. These Terms and any documents expressly incorporated by reference herein, including but not limited to our Privacy Policy and any Agreement, constitute the final, complete, and exclusive expression of the agreement between you and SPS regarding the Service. These Terms supersede and the parties disclaim any reliance on previous oral and written communications with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. We hereby reject any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you and conditions assent solely based on these Terms and conditions of these Terms as offered by us. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted.

Waiver. Any waiver by either you or us of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid in any respect, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

Consumer Complaints. Customers that are residents of the State of California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Understanding of Terms. You acknowledge and agree that these Terms are written in English and that you have sought the help of an attorney and/or translator as you deem necessary to understand them.

19. Changes to Terms of Service

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms. The most current version of the Terms will be posted on the Service and it is your responsibility to check our website periodically for changes. Your continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Service.

20. How to Contact Us

If you have any questions or concerns about the Service or these Terms, please contact us at info@secureprivatesale.com.