SERVICE TERMS AND AGREEMENT FOR BUYING AND SELLING BUSES THROUGH SHOFUR MARKET
Welcome to www.shofur.com/market (the “Market Site”). This portion of the www.shofur.com website is owned, offered and operated by Shofur Marketing LLC (“Shofur Marketing”, “We”, “Us”, or “Our”), a partner of Shofur LLC.
These terms and conditions (collectively, the “Market Terms”) are separate from the Shofur LLC Agreement governing Your access to, and use of, other services (other than those offered through the Market Site) and portions of the www.shofur.com website. These Market Terms constitute a binding agreement by and between Shofur Marketing and You (the “User”, “You”, or “Your”). By viewing, accessing and using the services available on and through the Market Site, You indicate that You have read and understand these Market Terms and that You agree to be legally bound by them.
Shofur Marketing may change the terms and provisions of these Market Terms from time to time. Please review the terms of these Market Terms periodically. Your continued access to and use of the Market Site and the Services (defined below) accessible through the Market Site, after Our such posting or notification means You accept any and all modifications to this Service Agreement.
1. SHOFUR MARKET SERVICES
The Market Site is a platform through which Users who wish to sell (“Sellers”) various buses, motorcoaches, minibuses, and shuttles (the “Vehicles”) can publicly post listings (“Listings”) advertising the sale of their Vehicles to potential buyers (“Buyers”). The Market Site also allows Sellers to post contact information for Buyers to contact them to communicate about the listed Vehicles. Shofur Marketing is only an administrator and a passive platform host that allows Users to post and view Listings to buy and sell Vehicles. You recognize and agree that We are not a broker or dealer.
2. NO FEES; PAYMENT
(a) Market Services Are Free. We do not charge any Users (neither Sellers nor Buyers) any fees of any kind to view, access and use the Market Site and/or the Market Services. We also do not charge any commissions, finders fees, transaction fees, or any other fees of any kind for any successful purchase or sale of any Vehicle(s) (each, a “Transaction”) listed on the Market Site.
(b) Exchange of Money for Vehicles. We do not: (i) aid in any Transaction(s) between Users; (ii) hold, collect, or transfer money (or any other kind of consideration) between any Buyer(s) or Seller(s) related to any Transaction(s); and/or (iii) set, fix, or comment on, any price(s) set for any Vehicle(s) listed on the Market Site. You recognize and agree that You, as a User (whether as a Buyer or Seller), are solely responsible for the collecting, paying, remitting, and/or transfer of any money (or any other kind of consideration) between You and any other User(s) relating to any Transaction(s). You further recognize and agree that only You are responsible to pay and/or collect the purchase price for any Vehicle(s), and not Shofur Marketing or any of its affiliates, subsidiaries, parent companies, partners, agents, employees, directors, officers, and/or principles (“Affiliates”).
3. BUYING A VEHICLE LISTED ON SHOFUR MARKET
(a) Vehicle Information. The prices of Vehicles listed by Sellers on the Market Sites may exclude sales tax(es), finance charges, title, license, regulatory, emission testing, and compliance fees, any or all of which may be (or may not be) added to the listed price for each Vehicle’s final sale price. Before purchasing a Vehicle listed on the Market Site, You should confirm the actual pricing of the Vehicle, as well as the accuracy and validity of all other Content in a Listing.
(b) Disclaimers. As a Buyer, You recognize and agree that:
(i) We do not transfer legal ownership, title or possession of Vehicles from Sellers to Buyers;
(ii) We do not know, or represent the quality, condition, or title status, of any Vehicles listed on the Market Site;
(iii) We have not inspected, viewed, or researched the Vehicles listed on the Market Site;
(iv) We cannot guarantee the quality, condition, mileage, or operation of the Vehicles listed on the Market Site;
(v) We do not hold, accept, or transfer money (or any other form of consideration) for the purchase and sale of the Vehicles listed on the Market Site;
(vi) We do not sponsor any Sellers or specific Vehicles and do not encourage Buyers to purchase any specific Vehicles;
(vii) We cannot guarantee the behavior of the Sellers and how they treat Buyers;
(viii) You alone are responsible to research any Vehicle(s) listed on the Market Site; and
(ix) You alone are responsible to seek any appropriate technical, legal, and/or financial advice when entering into a Transaction to purchase a Vehicle listed on the Market Site.
4. LISTING AND SELLING A VEHICLE THROUGH SHOFUR MARKET
(a) Disclaimers. As a Seller, You recognize and agree that:
(i) We cannot and do not guarantee that any Buyer(s) will offer to purchase, or purchase Your Vehicle(s);
(ii) We cannot and do not guarantee that any Buyer(s) will purchase Your Vehicle(s) for any specific price;
(iii) We cannot and do not guarantee the financially solvency or capability of any User(s) to purchase Your Vehicle(s);
(iv) We do not aid Sellers in the transportation or delivery of any Vehicles to any Buyer(s);
(v) We cannot guarantee the behavior of the Buyers and how they treat Sellers; and
(vi) You alone are responsible to research the Buyer and the Buyer’s financial solvency and capability to enter into a Transaction.
5. CONTENT OF LISTINGS
(a) Content Types. Sellers supply and post all content, such as pictures, images, videos, descriptions, information related to the listed Vehicle(s), as well as various contact information of the Seller (the “Content”) within each Listing. You recognize and agree that the sole responsibility for the Content contained in each Listing lies with each Seller. You, as a Seller, are solely responsible for the Content You post, including Listing information and photos of Your Vehicle(s), as well as for the content of all communications You send to any potential Buyer.
(b) Content Disclaimers. We cannot promise or guarantee that all Content, or any portion of the Content: (i) will always be available, (ii) is accurate, (iii) is complete, and/or (iv) is current and up-to-date. You agree that in entering into any communications, negotiations, or Transactions with any other User, You are solely responsible to conduct Your own research and due diligence. You agree that You will not hold Us and/or our Affiliates responsible for any Content that is unavailable or that contains any inaccuracies.
(c) Use of Content. Various Content included by Sellers in the Listings may be protected by copyright, trademark, trade dress, and/or other intellectual property laws. You agree not to remove, alter, distribute, sell, license, copy, use, and/or exploit any other User’s Content other than for the purpose of entering into a Transaction.
(d) License to Use Seller’s Content. When providing us with Content, or accessing and using Our Market Services, You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, publicity, trademark, and database rights and other intellectual property rights You have in the Content, in any media now known or developed in the future (the “License”). Further, to the fullest extent permitted under applicable law, You agree that upon submission of any Content to Us, You waive Your moral rights contained in the Content. You further agree to hold Us and our Affiliates harmless from any and all claims of any kind relating to Our use of the Content under the License.
(e) Seller Restrictions. By viewing, accessing, and using the Market Site and Our Market Services to sell Your Vehicle(s) as a Seller, You represent and warrant that:
(i) You are at least eighteen (18) years of age;
(ii) You are not a broker, acting as a broker on behalf of any third person, and/or taking or charging a broker fee of any kind to any User;
(iii) You are listing a Vehicle for sale in Your capacity as an owner of the Vehicle;
(iv) You have good title to the Vehicle(s) You list on the Market Site; and
(v) All Content posted by You on the Market Site is true, accurate, and up-to-date.
(Additional Distribution and Use of Your Listing(s). As part of the License, when You, as a Seller, list a Vehicle for sale through our Market Site, You recognize and agree that We may copy, publicly display, and distribute Your listing(s) through various other partners and Affiliates, including other websites and licensees. We also may promote Your Listing(s) on or through third-party websites or services. We, Our Affiliates, or sublicensees so distributing or promoting Your Listing will not charge You any fees for this additional exposure.
(g) Contact Information in Listings. We request that Users provide their contact information to use the Market Services. You agree (i) to provide accurate and current contact information to Us, (ii) that We may publish Your contact information provided to Us publicly on the Market Site and elsewhere to promote the Listing(s), (iii) You will only use other Users’ contact information only to respond to listings and communicate with other Users about the potential sale of the listed Vehicle(s), and (iv) You will not use any User’s contact information to spam, threaten, stalk, defraud, harass, intimidate, or abuse any other User. You further recognize and agree that We may, in our sole discretion, delete Your account on the Market Site, remove any of Your Listings, and/or prevent You from using Our Market Services for either a period of time, or indefinitely.
6. GENERAL USER CONDUCT
You agree, whether as a Buyer or Seller and in addition to any other specific restrictions and rules set out in these Terms, to abide by the following general standards of User conduct.
(a) Restricted Conduct. You agree not to do any of the following:
(i) Publicly post, or send to Us, or any other User, any material that is knowingly false, defamatory, inaccurate, libelous, tortuous, abusive, vulgar, hateful, racist, bigoted, sexist, harassing, threatening, inflammatory, obscene, profane, sexually oriented, political, invasive of a person's privacy, or is otherwise objectionable or in violation of any applicable law, rule, or regulation of any kind;
(ii) Threaten, stalk, harass, intimidate, or abuse (whether verbally or physically) any other User;
(iii) Defraud, trick, and/or deceive any other User;
(iv) Post any Content that violates or infringes on the rights of any User(s) and/or third party, including, but not limited to, the rights of privacy, rights of publicity, copyright, trademark, or other intellectual property rights;
(v) Publicly distribute any communications between You and any other User;
(vi) Send to Us, or any other User, any material that is spam (including, but not limited to, junk mail, chain letters, unsolicited bulk email or duplicative messages, excessive cross-postings, and material that is unrelated to the Listing), contains viruses, Trojan horses, worms, or any other disruptive or harmful component;
(vii) Send to Us, or any other User, any material that contains advertisements or commercial solicitations;
(viii) Send to Us, or any other User, any material that discusses, shows, portrays, or encourages illegal activities, or linking to other websites or materials that deal with such illegal activities;
(ix) Interfere with or disrupt the Market Site or Our computer systems, servers, or networks;
(x) Gain, or attempt to gain, unauthorized access to any part of the Market Site, the Shofur LLC website, any of Shofur Marketing’s Affiliates’ websites, and/or to accounts that belong to other Users;
(xi) Engage in any systematic extraction of data or data fields, such as email addresses, by use of any automated mechanism;
(xii) Collect information about other Users without their express, written consent;
(xiii)Interfere with any other User’s ability to view, access, and/or use the Market Site and/or the Market Services; and/or
(xiv) Impersonate any person, mislead others about Your identity, and/or post material under false names.
(b) Transaction Parameters. By using the Market Site and Our Market Services to list, buy and sell Vehicle(s), You agree to: (i) negotiate in good faith and deal honestly with all other Users; (ii) treat all other Users of the Market Site fairly and honorably; and (iii) pay any and all applicable taxes relating to Your sale of Your Vehicle(s).
7. INTERNATIONAL USERS; TRANSLATION
(a) International Access. The Market Site and the Market Services are accessible to international Sellers and Buyers. We may offer certain programs, tools, and site experiences of particular interest to international sellers and buyers, such as estimated local currency conversion and international shipping calculation tools. Sellers and buyers are responsible for complying with all laws and regulations applicable to any international Transactions, including the communication regarding, and/or the purchase, sale, and shipment of Vehicles.
(b) Translations. You authorize us to use various tools, including automated translation tools and programs, to translate You Content and Your Listings into English and/or various other languages at our discretion. You recognize and agree that the accuracy and availability of any translations are not guaranteed and further agree to conduct Your own research and due diligence into the translation of any Content and Listings.
8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
(a) Market Site Security. You recognize and agree that while We try to keep the Market Site and the Market Services safe, secure, and functioning properly, We cannot guarantee the continuous operation of, or access to, the Market Site, any specific Listing(s), and/or the Market Services. Any updates to the Market Site, the Market Services, and any specific Listing(s) may not occur in real time. You recognize and agree that Shofur Marketing is not liable for any such delays.
(b) “As Is” and “As Available”. You agree that You are viewing, accessing, and using Our Market Services at Your own risk, and that they are being provided to You by Us on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, We specifically exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, to the extent permitted by applicable law, We and our Affiliates are not liable, and You agree not to hold Us responsible, for any damages or losses of any kind (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
(i) Your use of or Your inability to use Our Market Services;
(ii) Delays or disruptions in our Services;
(iii) Any defects, viruses, adware, and/or any other malicious software obtained by viewing, accessing, linking to, and/or using the Market Site, and/or the Market Services;
(iv) Any glitches, bugs, errors, or inaccuracies of any kind in the Market Site and/or the Market Services;
(v) Any damage to Your hardware device(s) and/or software from the use of the Market Site and/or the Market Services;
(vi) The content, actions, or inactions of any other Users and/or third parties, including, but not limited to, those related to any Listing(s) using the Market Site and/or the Market Services;
(vii) Any actions or inactions by Us to regarding the suspension, cancellation, or blocking of Your account;
(viii)The duration or manner in which Your Listings appear in search results on the Market Site; and/or
(ix) Your loss of, delays in, or inability to do, business as a result of changes to these Terms, the Market Site, and/or the Market Services.
If You have a dispute of any kind with one or more Users (each, a “User Dispute”) relating to any Listing(s), Transaction(s), and/or Vehicle(s), You hereby agree to release Us and Our Affiliates 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 User 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. You further agree to direct any and all communication regarding any User Dispute to the other User(s) involved in such User Dispute, and not Shofur Marketing and its Affiliates.
10. GOVERNING LAW AND DISPUTE RESOLUTION
(a) Choice of Law. These Market Terms shall be governed in all respects by the laws of the State of Georgia, without regard to its conflict of law provisions. YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CLAIM OR OTHERWISE IN CONNECTION WITH THESE MARKET TERMS, YOUR VIEWING, ACCESS TO, AND/OR USE OF, THE MARKET SITE AND/OR THE MARKET SERVICES.
(b) Arbitration and Class Action Waiver.
(i) PLEASE REVIEW SECTION CAREFULY AS THIS AFFECTS YOUR LEGAL RIGHTS. YOU AGREE THAT ALL CLAIMS BETWEEN YOU AND SHOFUR MARKETING (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS OR THE MARKET SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES IN FULTON COUNTY, GEORGIA. YOU AND SHOFUR MARKETING HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND SHOFUR MARKETING WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
(ii) Neither You nor Shofur Marketing will participate in a class action or class-wide arbitration for any claims covered by these Terms to arbitrate.
(iii) YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST SHOFUR MARKETING INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
(iii) You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Shofur Marketing is a party to the proceeding.
(iv) This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Shofur Marketing or You can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(v) In the event that the agreement to arbitrate under this Section 8(b) is found not to apply to You or Your claim, You and Shofur agree that any judicial proceeding (other than small claims actions) must be brought, solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts of Fulton County, Georgia. Both You and Shofur consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Shofur may bring a claim for equitable relief in any court with proper jurisdiction.
(vi) This arbitration agreement set out in this section will survive the termination of these Terms and/or Your relationship with Shofur Marketing.
(c) Improperly Filed Claims. All claims that You bring against Shofur Marketing must be resolved in accordance with this Section. All claims filed or brought contrary to this Section will be considered improperly filed. Should You file a claim contrary to this Section, Shofur Marketing may recover attorneys’ fees and costs up to $15,000, provided that Shofur Marketing has notified You in writing of the improperly filed claim, and You have failed to promptly withdraw such improperly filed claim.
(d) Limitation on Time to File Claims. Any cause of action or claim You may have arising out of or relating to this Agreement or the Market Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred
11. INDEMNIFICATION; LIMITATION OF LIABILITY
(a) Indemnification. You shall indemnify and hold harmless Shofur, and each of its officers, directors, agents, contractors, subcontractors, licensees and employees (collectively, the “Shofur Indemnitees”), and each of them, against and from any and all third party allegations, demands, claims, liabilities, damages, fines, penalties or costs of whatever nature (including reasonable attorneys’ fees), and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise, (“Shofur Claims”), arising out of or in any way connected with (a) any actual or alleged violation or breach by You (including any of Your employees. contractors or passengers) of any of the terms and conditions of this Agreement, (b) violation of any law, rule or regulation, (c) use of the Website by You (including any of Your employees or contractors) on behalf of Yourself or any third party and (d) the acts or omissions of You (including any of Your employees and contractors). If any Shofur Claim is made or any action or proceeding is brought against Shofur Indemnitees, or any of them, any such Shofur Indemnitee may, by notice to You, require You, at Your expense, to resist such Shofur Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior approval of such Shofur Indemnitee. Your reimbursement, indemnity and contribution obligations under this Section 7 shall be in addition to any liability that You may otherwise have, and shall extend upon the same terms and conditions to Shofur Indemnitees. You and Shofur Marketing agree that any dispute, claim or controversy at law or equity that arises out of this Agreement or the Market Services (each, a “Claim”) will be resolved in accordance with this Section or as Shofur Marketing and You otherwise agree in writing.
(b) Limitation of Liability. SHOFUR MARKETING SHALL NOT BE LIABLE TO YOU OR ANY OF YOUR AFFILIATES, PARTNERS, AGENTS, PRINCIPALS, DIRECTORS, AND/OR EMPLOYEES FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE MARKET SERVICES, OR THE MARKET SITE, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THESE TERMS, THE MARKET SERVICES OR THE MARKET SITE, WHETHER OR NOT SHOFUR MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE(S), AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. IN SUCH CASES, SHOFUR MARKETING’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. In no event will Shofur Marketing’s total liability to You for any and all damages, losses, and causes of action arising out of or relating to these Terms, the Market Services, and/or the Market Site (whether in contract, tort including negligence, warranty, or otherwise), exceed the five hundred dollars ($500.00). You recognize and agree that the essential purpose of this provision is to limit the potential liability of Shofur Marketing arising out of these Terms, the Market Services, and the Market Site, whether for breach of contract, negligence, or otherwise. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
(d) You acknowledge and agree that Shofur Marketing is providing the Market Services and other services, sets its prices, and entered into this Agreement in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between You and Shofur Marketing, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between You and Shofur Marketing. Shofur Marketing would not be able to provide the Market Services to You on an economically reasonable basis without these limitations.
(e) Neither Shofur Marketing or its Affiliates shall be liable for any delay or failure in its performance of any of the acts required by these Terms or the Market Services, when such delay or failure arises from circumstances beyond the control and without the fault or negligence of such party (“Force Majeure”). Such Force Majeure causes may include, without limitation, traffic, mechanical breakdowns, road conditions, acts of local, state or national governments or public agencies, acts of public enemies, acts of civil or military authority, labor disputes, utility or communication failures or delays, earthquakes, fire, flood, other natural disasters, epidemics, riots or strikes. The time for performance of any act delayed by any such event may be postponed for a period equal to the period of such delay. 12. MISCELLANEOUS; NOTICE AND COMPLAINTS
(a) Enforceability. In the event that any provision of this Agreement shall be adjudged illegal or otherwise unenforceable, such provision shall be severed and the balance of this Agreement shall continue in full force and effect.
(b) Waiver. The waiver by Shofur Marketing of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach
(d) Notice. All notices pursuant to these Terms to either You or US shall be in writing and shall be personally delivered or mailed by overnight courier, or transmitted electronically, fees prepaid. Notice shall be deemed given and effective upon receipt by the party to whom such notice is directed.
For all notices and communication regarding or relating to these Terms directed to Shofur Marketing:
Shofur Marketing LLC
3340 Peachtree Road NE
Atlanta, GA 30326
Attn: Shofur Marketing LLC