Master Buyer Agreement

This Agreement (this “Agreement”) sets forth the terms and conditions that govern the relationship between Nobi, LLC (doing business as Mile River (the “Company”, “MileRiver” or “we”) and you (“you” or “Buyer“) with respect to process, terms and conditions under which you may bid, offer to purchase or otherwise participate as a potential buyer of goods through the MileRiver online marketplace (the “Marketplace“).  

The Marketplace is a technology service and platform that allows buyers and K-12 schools (the “Sellers”) to connect, whereby Sellers can offer various surplus or refurbished technology devices (collectively, “Property”) for sale. The Company’s business is comprised of, but is not limited to, the Marketplace and the services associated with the Marketplace, account management services, and customer support (the “Services”). MileRiver is neither a retailer nor a party to the actual transactions between buyers and Sellers. 

  1. Agreement to Terms. YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN. We reserve the right to modify or amend this Agreement without notice. 
  2. Use of the Services. The Marketplace and Services are available only to individuals or entities that can form legally-binding contracts. Without limiting the foregoing, minors in any jurisdiction may not register for or participate in any transaction in the Marketplace. You may use the Services only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.
  3. Account Information. You must register for a MileRiver account to access to the Marketplace use the Services. You represent and warrant that all of the information provided in your registration application is timely, true and correct. MileRiver reserves the right to review and verify the information provided in your registration application and to, at its sole discretion: reject your registration, and/or require you to provide more or detailed information to the Company. The Company reserves the right, in its sole discretion, to review your status and compliance with this Agreement and to suspend or terminate your use of the Marketplace and Services, without notice.
  4. Transactions in the Marketplace. 
    1. Information Control; Marketplace Communication: 
      1. Information Control. Information about Property is posted by MileRiver on behalf of Sellers. MileRiver makes no representations or warranties with respect to such information or Property, all of which are provided “as is”. MileRiver has no control over the quality, safety or legality of the Property listed, the truth or accuracy of the listings or any other information provided by Sellers about the Property, and is not liable for any damages, losses, expenses or other injuries incurred by you as a result of relying on any material, content and information posted on the Marketplace. 
      2. Marketplace Communication. You are permitted to communicate with Sellers through the Marketplace message platform for additional information about the Property; provided, however, you are prohibited from using the message platform to communicate, negotiate or transmit any information to any Seller for the purposes of (A) completing or attempting to complete a sale of Property outside of the Marketplace of any Property listed thereon; or (B) otherwise circumventing the Marketplace generally (each, a “Prohibited Transaction”). In the event MileRiver determines you have completed a Prohibited Transaction, you will be permanently banned from using the Services or Marketplace effective immediately. The Company reserves the right, in its sole discretion and without liability to you, to amend, edit, remove or otherwise block any material you post, for any reason or no reason.
    2. Auction Period: Auction periods shall be determined by [MileRiver], in its sole discretion.
    3. Binding Offers to Purchase: You acknowledge and agree that bidding on the Marketplaces is the legal equivalent of a firm commitment and an irrevocable offer to purchase. Unless the transaction is prohibited by law or regulation or as otherwise permitted in MileRiver’s sole discretion, once placed a bid may not be retracted and you are obligated to complete the transaction as follows:
      1. Online Auction: If you are the highest bidder and have met or exceeded the applicable opening bid at close of the auction.
      2. Make Offer: If you submit a bid on Property and (A) the bid meets or exceeds the minimum price as established by the Seller (“Asking Price“); (B) the bid is accepted by the Seller; or (c) the Seller proposes a counter offer and you accept. Otherwise, your obligation to complete the transaction will expire [two (2) business days] after it was submitted or upon acceptance of another bid by the Seller, whichever occurs first.
    4. Declining and Countering Bids. For “Make Offer” listings, you may submit a bid for less than the Asking Price. The Seller has the option, but not the obligation, to accept, decline or counter each bid submitted. If the Seller counters your bid (“Counteroffer“), you have up to [two (2) business] days to accept. Counteroffers may be automatically rescinded earlier than [two (2) business days] when (a) the Seller issues another Counteroffer; or (b) the Seller accepts another bid, but in no event shall a Counteroffer be rescinded after it is accepted by you.
    5. Winning Bids. [MileRiver] determines all winning bids, provided however, MileRiver shall not be liable for any errors or omissions relating to such determination. Subject to Sections 4(e) and (f), after the winning bid is established by [MileRiver], the bid will be automatically accepted by the applicable Seller and a binding obligation to purchase and sell between Buyer and such Seller is automatically created (“Binding Obligation“). All applicable terms and conditions of this Agreement shall apply to the Binding Obligation. You and such Seller will be notified of the Binding Obligation by an email or other notification that is generated automatically by the Marketplace.
    6. Voiding Bids. MileRiver reserves the right to reject or void bids, whether winning or not, which it believes (i) have not been made in good faith, (ii) are intended to manipulate the listing process, (iii) result from application or system errors or outages, or (iv) are prohibited by any applicable law or regulation.
    7. Postponement and Cancellation. MileRiver reserves the right to withdraw, postpone or cancel any listing, or any sale that results from a listing, in its own discretion, with or without notice. MileRiver’s sole liability to you as a result of any withdrawal, postponement or cancellation shall be a return of any funds paid by you and still in MileRiver’s possession with respect to such sale.
    8. Withdrawal of Auction/Auction Items: Buyer acknowledges and agrees that Property subject to an auction may be withdrawn or sold prior to or after the end of the designated auction period, that the applicable auction may be discontinued, either temporarily or permanently, and that such auction may, at MileRiver’s sole discretion, be extended beyond the designated auction period, all without notice to Buyer. Generally, such Property shall be sold to the highest bidder; provided, however, that some Property may be auctioned with minimum reserve prices, and/or subject to Seller’s right of confirmation.
    9. Availability of Marketplace. You acknowledge that MileRiver cannot guarantee the continuous or secure operation of, or access to, the marketplace. MileRiver’s servers, computer or communications components and systems, or certain application functionality, are subject to failures, outages and delays. MileRiver will not be held liable for any claims or alleged losses arising out of or relating to any of the foregoing events.
  5. Completion of Transactions.
    1. Liability for Property: Property shall be and remain at the risk of the applicable Seller (and not MileRiver) until it is removed from the posted auction location by Buyer or Buyer’s designated transportation provider. Such Property shall be and remain at the risk of Buyer and/or Buyer’s designated transportation provider while in transport. Such Property shall be and remain at the risk of Buyer once delivered to the designated location.
    2. Sales and Use Tax: [All bids and offers must be net of any taxes imposed with respect to the sale or purchase transaction.] Buyer is liable for all such taxes or for establishing to MileRiver’s satisfaction on behalf of a Seller a valid exemption certificate from such taxes. Buyer shall indemnify MileRiver against any tax, cost or expense relating to the failure of Buyer to satisfy any sales or use tax liability related to a transaction.
    3. Payment and Payment Period: The payment period (“Payment Period”) for all auctions shall be determined by MileRiver and will be posted in the auction-specific terms and on Property detail pages in the Marketplace; provided if no such Payment Period is posted, full payment shall be due within five (5) business days from date written notification is delivered to Buyer of its Binding Obligation. Full payment in the amount of the auction closing price [and sales tax] (each, a “Purchase Price”) must be posted to a secure payment account designated by MileRiver within the posted Payment Period. Buyer may pay the Purchase Price via (i) PayPal, (ii) Stripe or (iii) wire transfer; provided PayPal and Stripe transactions are only permitted for buyers located in the U.S., and for a Purchase Price not exceeding $5,000.00 USD, and all other transactions must be by wire transfer.  For any payment made through Stripe or PayPal, you agree to be bound by such entity’s Terms & Conditions and Privacy Policies, as in effect at such time. A fee equivalent to 3.9% of the applicable payment amount shall be added for each credit card payment. As a condition of the Company enabling payment processing services through Stripe or PayPal, as the case may be, you agree to provide the Company accurate and complete information about you and your business, and you authorize the Company to share it and transaction information related to your use of the payment processing services provided by Stripe and/or PayPal. Buyer is responsible for payment all wire fees related to purchase transactions conducted by you through wire transfer. 
    4. Buyer Default. If, after the Payment Period has ended, Buyer does not make full payment in accordance with the terms set forth above, Buyer shall be in default and permanently banned from using the Services effective immediately, and the applicable Property shall be re-listed in a Marketplace auction. 
    5. Item Removal and Removal Period: The removal period (“Removal Period”) for Property shall be determined by MileRiver and will be posted in the auction-specific terms and on Property detail pages; provided if no such Removal Period is posted, all applicable Property must be removed within twenty (20) business days from the full payment of the Purchase Price (but in any event, may not be removed until the Purchase Price has been received and posted to a secure payment account designated by MileRiver).
    6. Shipping; Freight and Transportation.
      1. Shipping. Buyer is responsible for loading and shipping Property. It is Buyer’s responsibility to arrange and pay for the insurance, removal and shipment of purchased Property. Property removal shall be conducted responsibly and with due care for Seller’s premises. Buyer shall restore and repair all real and personal property that is altered or damaged as a result of the removal of purchased Property. If Buyer does not remove Property within the designated Removal Period, Buyer will be deemed to have abandoned such Property and Buyer will have no further rights with respect to such Property. 
      2. Freight and Transportation. Buyer is responsible for all freight, shipping and other costs related to transporting Property from the posted auction location, including but not limited to any costs associated with certificates and/or permits required to move such Property within or across state, province and/or country borders. Buyers may arrange transportation of Property through a third party, but MileRiver will not be liable for any acts or omissions arising from such third-party transportation and claims no responsibility for the actions of any transportation provider.
    7. Property Resolution. The “Property Resolution” process shall begin on the date that the Buyer receives the purchased Property, and continue for a period of ten (10) business days thereafter (the “Review Period”). If Buyer identifies any locked devices during the Review Period (a “Device Issue”), then Buyer must generate a serialized locked device report and submit such a report to MileRiver prior to the expiration of the Review Period at [Attn: vendor@mileriver.com]. The Company shall submit all Device Issues to Seller for review. Seller shall have three (3) business days from the date any Device Issue is sent to Seller during which to respond to such Device Issue. If Seller is unable to unlock the locked devices or fails to respond within such 3-day period, Buyer shall ship such devices back to Seller, and Buyer shall be issued a refund for such locked devices [and return shipping costs]. In the event Buyer fails to review the Property during the Review Period, Buyer waives its rights to raise a Device Issue and otherwise waives any claim for damages or non-conformity of the Property.
    8. Exchange of Funds. Funds to be exchanged pursuant to any transaction for the sale of Property [shall be held in escrow] and shall be released upon the earliest of the following: (i) when the purchase Property has been approved by Buyer (“Buyer’s Approval”); (ii) when the Property Resolution, if any, has been accepted by Seller or resolved by the Company, as the case may be; or (iii) the next business day following the end of the Review Period, if there are no outstanding Device Issues at such time.
  6. Prohibited Activities. You hereby agree to the following:
    1. Not to share account information with other parties. MileRiver will not be held liable for any activity resulting from compromised account information, including unauthorized use of passwords or user accounts.
    2. Not to interfere with the operation of the Marketplace or with any auction being conducted on the Marketplace, through any device, software, virus or other means, including without limitation, sniping, time bombs, etc.
    3. Except as authorized herein and unless otherwise authorized or consented, not to use any information regarding other participants which is accessible from the Marketplace or disclosed to you through the Marketplace except to enter into and complete transactions. 
    4. To notify MileRiver if you suspect that your information or data has been compromised.
    5. Not to place bids or cause bids to be placed on any item of Property for the purpose of artificially increasing or otherwise manipulating the bidding process on the Marketplace or the bid price of any item of Property listed on the Marketplace.
  7. Use of Content. You, as a buyer, grant to MileRiver and its affiliated entities an irrevocable, non-exclusive, worldwide, royalty-free, perpetual license and right to publish, reproduce or otherwise use all materials, text, information, images, photographs or other content, including prices, of any item purchased by you through Marketplace (collectively, the “Materials”) for all purposes, in any medium whatsoever. You agree that you, as a buyer, will not seek and do not expect any compensation for MileRiver’s use of any such Materials.
  8. Disclaimer of Warranties. MileRiver disclaims any warranties of any kind, express or implied, including without limitation the implied warranty of merchantability, fitness for a particular purpose, non-infringement, or quiet enjoyment. MileRiver makes no warranty that the listed Property, Marketplace or Services will meet Buyer’s requirements or expectations. MileRiver makes no warranty regarding any listed Property purchased or obtained through the Marketplace or Services or any transactions entered into through or in connection with the Marketplace or Services. No advice, instruction or information received by Buyer, whether orally or in writing, from MileRiver, shall create any warranty by MileRiver not expressly made herein. MileRiver expressly disclaims any endorsement or warranty of any listed Property sold on or through the Marketplace, and any responsibility for any misrepresentation or breach committed by a Seller or other user of the Services.
  9. Limitation of Liability. To the extent permitted by applicable law, MileRiver shall not be liable, and you agree not to hold MileRiver responsible, for any damages or losses of any kind (including, but not limited to, loss of money, revenue, lost business, lost sales, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (i) your access to or use of the Marketplace and Services; (ii) delays or disruptions in the Marketplace or Services; (iii) glitches, bugs, errors, or inaccuracies of any kind in the Marketplace or Services; (iv) suspension or other action taken with respect to your account or your ability to access the Marketplace; (v) any injury to any person or property caused by Property; or (vi) defects in such Property on any theory of liability. IN NO EVENT SHALL MILERIVER’S TOTAL LIABILITY TO YOU, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR IN TORT) EXCEED $50.
  10. Indemnification. You agree to indemnify, defend and hold harmless MileRiver, and all its officers, directors, owners, agents, employees, content providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, losses, damages, liabilities, and all fees, costs and expenses of any kind related thereto (including without limitation, attorneys’ fees and settlement amounts) incurred or suffered by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from: (i) your use of, or inability to use, the Marketplace or Services (including without limitation any claim related to any Property bid on or purchased by you through the Marketplace); (ii) any negligence, willful misconduct or any breach of this Agreement and any terms and/or policies incorporated by reference herein; (iii) your violation of any applicable laws, codes or regulations or third party’s rights. You shall not in any event consent to the entry of any judgment or settle any claim, action or other matter without the prior written consent of MileRiver.
  11. Release. Because MileRiver is not the seller in transactions between buyers and sellers, if a dispute arises between one or more participants, you release MileRiver (and its subsidiaries, parents, affiliates, officers, directors, agents, 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 disputes. 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.” You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statues or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of this Agreement, and that without such waiver, this Agreement would not have been entered into by MileRiver.
  12. Export of Property. Buyer and each applicable Seller are responsible for obtaining and completing all necessary import and export forms, permissions, licenses in conformance with the law of the applicable location to effectuate the transactions contemplated by this Agreement. You acknowledge and agree that certain goods may be subject to the export control laws and regulations of the United States, including but not limited to the Export Administration Regulations (EAR), the International Traffic in Arms Regulations, and regulations of the U.S. Department of Treasury, Office of Foreign Assets Controls. You agree you will comply with all applicable export laws and regulations.
  13. Notice. Unless stated otherwise, all notice and communication with you shall be provided by e-mail to the e-mail address you provided in your registration application or via posting on the Company’s website (mileriver.com). Notice shall be deemed to have been provided 24 hours after the e-mail was transmitted by MileRiver or at the time the information was posted on the Company’s website. If MileRiver receives a message that your e-mail is disconnected, is no longer valid, or that the e-mail communication could not be delivered (for whatever reason), notice shall be deemed to have been provided at the time the information was posted on the Company’s website.
  14. Suspension or Termination. MileRiver reserves the right to suspend or terminate your access to the Marketplace and Services for any reason or no reason and without notice. Among other reasons, we may suspend or terminate your access to our Services if (a) you breach any of the provisions of this Agreement; (b) we suspect that you have engaged in fraudulent activity of any kind in connection with our Marketplace; (c) you manipulate the price of any item or interfere with another user’s communications or transactions; (d) we are unable to verify or authenticate any information you provide to us; or (e) we believe that your actions might cause legal liability for you, our users or us.
  15. Privacy Policy. All information we collect on this Site is subject to our Privacy Policy. By using the Marketplace and our Services you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
  16. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts of laws provisions. Any action brought by any party hereto shall be brought within the State of Illinois, County of Cook.
  17. Dispute Resolution. Because MileRiver is not a party in the actual transaction between a seller and buyer conducted through the Marketplace and is not the agent of either for any purpose, MileRiver does not have the duty to attempt to resolve or resolve any disputes between participants related to or arising out of any such transaction. No statement by any seller regarding condition, kind, value or quality of a Product shall be construed to be an expressed or implied warranty, representation or assumption of the liability by MileRiver. Accordingly, Sellers and Buyers should resolve amongst themselves all disputes between them arising from the use of the Marketplace and Services. MileRiver reserves the right, but has no obligation, to investigate either a Seller’s or a Buyer’s complaint with respect to any item of Property offered for sale through the Site. You agree to cooperate with any investigation that MileRiver may conduct in response to a claim, and to provide MileRiver with any documentation in your possession or control.
  18. No Agency. The relationship between you and MileRiver is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by this Agreement.
  19. No Endorsement. We do not endorse any Sellers or any items they may offer for sale through the Marketplace. We are not responsible for any damage or harm resulting from your communications or interactions with a Seller. We do not, in any way, supervise, direct, or control a Seller. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Sellers or other third parties will be limited to a claim against Sellers or other third parties who caused you harm and you agree not to attempt to impose liability on us, or seek any legal remedy from us with respect to such actions or omissions.
  20. Entire Agreement. This Agreement, along with any Company policies referenced herein, constitutes the entire agreement between you and MileRiver with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter.
  21. Modification. MileRiver may, at its sole discretion, remove or change any aspect of this Agreement. Any change to this Agreement will become effective at the time such change is posted to the Company’s website. No notice will be provided to you regarding any change to this Agreement. MileRiver will not be liable to you for any failure to notify you of a modification to this Agreement.
  22. No Assignment. You shall not assign this Agreement to any other entity or person without the prior written consent of MileRiver. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, executors, beneficiaries, successors and assigns.
  23. No Waiver. The failure of MileRiver to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver of any right, provision, term or condition must be in writing, signed by a MileRiver authorized representative, and will be effective only for the instance specified in the writing. 

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall continue in full force and effect.