Auctioneer & Seller Terms

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY MAY HAVE CHANGED SINCE YOU LAST READ THEM.

These Terms of Service (the "TOS") set out the terms under which the Services are provided. Any sale set-up screen, order form, statement of work, or other document that incorporates this TOS is a "Sale Order"; a Sale Order may be presented digitally on the Platform, where it is called the "seller agreement"; the two names refer to the same document. A Sale Order together with this TOS is the "Agreement".

The party identified on a Sale Order is the "Operator". On acceptance of a Sale Order by Going Once LLC, a California limited liability company, California entity number B20260376217 ("Going Once"), this TOS attaches to that Sale Order and governs the Services provided under it. Acceptance may be by physical signature, electronic signature, clicking to accept, or other expressed intent.

Each Sale Order is a separate and independent agreement. This TOS applies to each severally, without aggregation or cross-application, so that a default or dispute under one Sale does not of itself affect another, save where this Agreement expressly provides otherwise, including the offset right in Section 3.6.

Persons using the Platform other than as an Operator are governed by other documents: bidders and buyers by the Bidder Terms of Service, and the owner of goods offered in a Sale by the Consignment Agreement for that Sale.

ARTICLE 1: DEFINITIONS AND INTERPRETATION

1.1 Definitions

"Agreement" has the meaning given in the preamble.

"Applicable Law" means all statutes, regulations, ordinances, and orders of any Governmental Authority applicable to a Party or to a Sale, including the California Auctioneers and Auction Companies chapter (Civil Code § 1812.600 et seq.) and the Sales and Use Tax Law.

"Bidder Terms" means the Bidder Terms of Service published on the Platform, as amended.

"Business Day" means a day other than a Saturday or a Sunday.

"Buyer" means a user whose bid on a Lot is the highest when that Lot closes.

"Buyer's Premium" means the amount charged to a Buyer in addition to the Hammer Price, at the percentage stated in the Sale Order.

"Catalogue" means the record of Lots offered in a Sale, in draft or published form.

"Chargeback" means the reversal, recall, or repudiation of a payment made by a Buyer, whether by the Buyer's card issuer, by a payment network, by the Payment Processor, or by operation of law, and includes any associated fee.

"Claim" means any civil, criminal, administrative, regulatory, arbitral, or investigative demand, action, suit, proceeding, or other claim.

"Commission" means the percentage of the Hammer Price of each Lot Sold retained by Going Once, as stated in the Sale Order.

"Confidential Information" has the meaning given in Section 5.1.

"Consignment Agreement" means the written agreement between Going Once and the Owner authorising the sale of the Goods, in the form generated by the Platform for the relevant Sale.

"Designated Account" means the account at the Payment Processor connected on the Platform by the Operator (or by the Owner, where the Sale designates the Owner as the recipient of Net Proceeds) to which the Operator's share of each Buyer payment is transferred under Section 3.4. It is held in the name of the Operator or the Owner, not of Going Once.

"Force Majeure" means an event beyond a Party's reasonable control that could not have been prevented by reasonable precautions and cannot reasonably be circumvented, including fire, flood, earthquake, epidemic, war, terrorism, civil disorder, failure of the public electricity or telecommunications network, and the lawful act of a Governmental Authority. It does not include a Party's inability to pay.

"Goods" means the personal property entered into a Catalogue and offered in a Sale.

"Governmental Authority" means any government, agency, commission, board, tribunal, regulator, or court having jurisdiction over a Party or over the subject matter of this Agreement.

"Gross Proceeds" means the aggregate Hammer Prices of all Lots Sold in a Sale, net of Refunds and Chargebacks. Gross Proceeds exclude the Buyer's Premium, Sales Tax, and any other amount charged to Buyers by Going Once in its own right.

"Hammer Price" means the winning bid on a Lot, exclusive of Buyer's Premium and Sales Tax.

"Hold Period" has the meaning given in Section 3.4.

"Intellectual Property Rights" means all patents, inventions, trademarks, service marks, trade dress, trade names, logos, domain names and associated goodwill, copyrights and copyrightable works, rights in data and databases, trade secrets and know-how, and all other intellectual property rights, registered or unregistered, together with all applications, renewals, and extensions, in any jurisdiction.

"Lot" means one or more items of Goods offered as a single unit of sale.

"Losses" means damages, fines, penalties, losses, liabilities (including settlements and judgments), costs, and expenses, including reasonable attorneys' fees and the costs of investigation and enforcement.

"Net Proceeds" has the meaning given in Section 3.5.

"Operator Content" has the meaning given in Section 2.7.

"Owner" means the person who owns the Goods offered in a Sale, or who is otherwise entitled to sell them, and who signs the Consignment Agreement for that Sale.

"Party" means Going Once or the Operator, and "Parties" means both.

"Payment Processor" means the third-party payment service used by Going Once to charge Buyers and disburse Net Proceeds.

"Personnel" means a Party's employees, contractors, and, in the case of the Operator, any person the Operator adds to a Sale on the Platform.

"Pickup Location" and "Pickup Window" mean the place and the periods at and during which Buyers must collect Lots Sold, as stated on the Sale.

"Platform" means the Going Once online auction platform, including this website, the mobile applications, all front-end and back-end technology, and all updates and enhancements.

"Refund" means an amount returned to a Buyer under the Bidder Terms or by agreement.

"Restricted Data" has the meaning given in Section 2.7(c).

"Sale" means a timed online auction conducted on the Platform under a Sale Order.

"Sale Order" has the meaning given in the preamble.

"Sale Rules" has the meaning given in Section 2.4.

"Sales Tax" means California sales and use tax, and any comparable tax, collected from Buyers.

"Services" has the meaning given in Section 2.2.

"Sold" means, of a Lot, that it received a bid and closed to a Buyer.

"Term" has the meaning given in Section 4.1.

1.2 Interpretation

(a) Currency. All amounts are in United States Dollars.

(b) Headings. Headings are for convenience only and do not affect interpretation.

(c) Including. "Including" and "includes" mean "including without limitation".

(d) No strict construction. The language is that chosen by the Parties to express their mutual intent, and no rule of strict construction applies against either Party.

(e) Number and gender. The singular includes the plural and vice versa, and words importing any gender include all genders.

(f) Time periods. A period is calculated excluding the day it commences and including the day it ends, and extends to the next Business Day if it would otherwise end on a day that is not one.

(g) Writing. Where notice or consent is required in writing, it may be given by courier, registered mail, or email.

(h) Conflict. In the event of conflict between a Sale Order and this TOS, this TOS prevails, except where the Sale Order expressly states that it overrides a specified provision. Section 9.12 applies to any terms the Operator seeks to impose by its own documents.

ARTICLE 2: THE PLATFORM AND THE SALE

2.1 The Sale

On acceptance of a Sale Order, the Operator may use the Platform to catalogue Goods and offer them in a timed online auction. The Operator conducts the Sale. Going Once provides the Platform and the Services described in Schedule A and does not act as the Operator's employee, partner, or joint venturer.

2.2 The Services

"Services" means access to and use of the Platform for the purposes of a Sale, together with the services described in Schedule A: hosting the Catalogue, accepting and recording bids, closing Lots, issuing invoices, charging Buyers, collecting and remitting Sales Tax, producing reporting, and disbursing Net Proceeds. Going Once provides no other services unless a Sale Order says so.

2.3 Authority to sell, and the Consignment Agreement

(a) The Operator may offer only Goods it is entitled to sell.

(b) Before a Sale may be published, the Owner of the Goods must be added to the Sale and must execute the Consignment Agreement. The Platform enforces this: a Sale with no executed Consignment Agreement cannot be published. The Operator must not attempt to circumvent that requirement.

(c) Where the Operator is itself the Owner, it executes the Consignment Agreement in that capacity, and both documents apply.

(d) Where the Operator acts for an Owner, the Operator represents that it is authorised to do so and, if it executes the Consignment Agreement on the Owner's behalf, that it is authorised to bind the Owner. The Operator and the Owner are jointly and severally responsible for compliance with the Sale Rules.

2.4 Sale Rules

The Operator must conduct each Sale in accordance with the following, together the "Sale Rules":

(a) Reserves. Every Lot that receives a bid is Sold to the highest bidder, unless the Lot carries a reserve, in which case it is Sold only where the bidding reaches that reserve. A reserve must be set before the Sale is published, must not be added, raised, or lowered once the Sale is live, and the Lot's listing must state that it carries one. Buying back a Lot, by any means, is not permitted.

(b) No self-bidding. The Operator must not bid on its own Sale, directly or indirectly, and must not encourage or assist any person to bid on its behalf or to move a price.

(c) Accurate cataloguing. Descriptions, photographs, measurements, and condition notes must be true, accurate, and not misleading. Where the Platform provides tools that assist in generating descriptions, the Operator remains responsible for the result.

(d) No material change after publication. Once a Sale is live, the Operator must not materially change a Lot's description. Where a material error is discovered, Going Once may remove bids on the affected Lot, extend it, or withdraw it.

(e) Exclusivity during the Sale. Goods entered into a Catalogue must not be sold elsewhere while the Sale is live. If a Lot is sold outside the Platform during that period, the Operator must notify Going Once promptly, and the price obtained is added to Gross Proceeds for the purpose of calculating Commission.

(f) Prohibited items. The Operator must not list any item it is unlawful to sell, any firearm, any item subject to recall, any item the Prohibited Items list published on the Platform (at /prohibited-items) does not allow, or any item Going Once notifies it as excluded. An item that list allows only on conditions may be listed only on those conditions. Going Once may change the list; a change applies to Lots catalogued after it is published.

(g) Safe and accessible collection. The Pickup Location must be safe and accessible during each Pickup Window: a clear route, adequate lighting, no avoidable hazard, and a person present. Where a by-law, association rule, gated access, or other restriction may prevent, frustrate, or endanger collection, the Operator must resolve it or obtain the necessary consent before the Sale is published, and must disclose it to Going Once and to Buyers.

(h) Checking identity at collection. Before releasing the Lots on an invoice whose total, with the Buyer's Premium and Sales Tax, is more than $300, the Operator must see photo identification and the payment card used to pay that invoice, and check that the card's last four digits match those the Platform shows for it. Where a person collects in the Buyer's place, the Operator must instead see that person's photo identification and a photo of the card showing only its last four digits. If these cannot be shown, the Operator must not release the Lots. The Operator must not copy or keep a record of the identification or the card.

(i) Buyer information. Buyer information made available to the Operator may be used only to complete collection of the Lots that Buyer bought. It must not be retained after collection, used for marketing, or disclosed to any other person.

(j) Conduct. The Operator and its Personnel must deal with Buyers, Owners, and Going Once Personnel civilly and in good faith.

Where Going Once determines, acting reasonably, that a Sale Rule has been or may have been breached, it may suspend or terminate the Sale, suspend the Operator's access to the Platform, withhold amounts otherwise payable until the matter is resolved, or make such changes to the Sale as are necessary to bring it into compliance.

2.5 Personnel

The Operator may permit its Personnel to access the Platform for a Sale. The Operator is responsible for their acts and omissions as for its own, must ensure they comply with this Agreement, and must promptly remove access when a person ceases to be authorised.

2.6 Platform restrictions

The Operator must not: remove or alter any proprietary notice on the Platform; use the Platform to build a substantially similar service; reverse-engineer, decompile, or disassemble it or attempt to discover its source code; tamper with or circumvent its security; republish or distribute any part of it except as its functionality permits; frame or mirror it without written permission; introduce malicious code; use any script or program to scrape, index, or extract any part of it without written permission; or take any action that unduly burdens its operation.

2.7 Operator Content and data

(a) "Operator Content" means content, images, descriptions, and data the Operator uploads or submits to the Platform. The Operator represents that it holds the rights necessary to do so, and grants Going Once a royalty-free, non-exclusive, worldwide licence to host, reproduce, adapt, display, and distribute it for the purpose of conducting and promoting the Sale, and to retain it as part of the records required by Section 2.9.

(b) The Operator retains all right, title, and interest in Operator Content, subject to that licence.

(c) The Operator must not submit government-issued identification numbers, financial account or payment card numbers, health information, or any category of information treated as sensitive under Applicable Law ("Restricted Data"), except where the Platform expressly requires it. No representation, warranty, or indemnity is given by Going Once in respect of Restricted Data submitted in breach of this Section.

2.8 Insurance

The Operator must maintain, at its own expense, for the duration of each Sale and through the Hold Period, insurance sufficient to cover: the value of the Goods; damage to property at the Pickup Location; and liability for injury to or death of any Buyer, any Buyer's companion, any of the Operator's or Going Once's Personnel, and any other person present at the Pickup Location. That insurance is primary in respect of the Goods and the Sale, must include a waiver of subrogation in favour of Going Once, and where appropriate must name Going Once as an additional insured. Evidence must be provided on request.

Where the Owner rather than the Operator holds that insurance, the Operator must ensure the cover extends to the Operator's own activities in connection with the Sale, and must procure any additional cover required.

2.9 Records

Going Once maintains the records required of an auction company by Applicable Law, including the identity of the consignor and of each Buyer, a description of the Goods, the terms of each sale, and the money received and paid, for not less than the period required. The Operator must maintain its own records of its arrangements with the Owner and produce them on reasonable request where required to answer a Claim, an audit, or an inquiry by a Governmental Authority.

ARTICLE 3: PROCEEDS, FEES, AND PAYMENT

3.1 Buyer's Premium and Sales Tax are not proceeds

The Buyer's Premium is charged by Going Once to the Buyer in its own right, is Going Once's revenue, and forms no part of Gross Proceeds or Net Proceeds.

Sales Tax collected from Buyers is at no time the property of the Operator or the Owner. Going Once collects, holds, and remits it to the relevant Governmental Authority. It forms no part of Gross Proceeds or Net Proceeds and is not available for disbursement.

3.2 Commission and fees

Going Once retains the Commission stated in the Sale Order from the Hammer Price of each Lot Sold, together with any minimum fee and any other fee stated in the Sale Order or in Schedule B. Commission and fees are fixed for a Sale once it is published.

3.3 Collection from Buyers

Going Once invoices Buyers, charges them through the Payment Processor, and pursues non-payment in accordance with the Bidder Terms. Going Once does not guarantee that any Buyer will pay, and a Lot whose Buyer does not pay is not treated as Sold for the purpose of Net Proceeds.

3.4 Hold Period

The Operator's share of each Buyer payment Going Once collects (Net Proceeds under Section 3.5, being the payment less the Buyer's Premium, Sales Tax, Commission, any minimum or other fee, and any amount already owing to Going Once) is transferred to the Designated Account for that Sale when the payment is collected. Going Once does not keep the Operator's share in its own accounts: from that moment it is in the Designated Account, in the name of the Operator or the Owner, subject to the Payment Processor's own settlement timing. Where no Designated Account has been connected, Going Once holds the share and transfers it to that account once one is connected, on its next daily payment run after the later of the connection and the end of the Hold Period.

The Designated Account pays out to its linked bank account only when Going Once instructs it to. Going Once instructs that payout at the end of the "Hold Period": two (2) Business Days after the last Pickup Window for the Sale ends, or, where a Sale has no Pickup Window, five (5) calendar days after the Sale concludes (Section 1.2(f) does not extend that period). The Hold Period exists to account for Refunds, alternative collection arrangements, Chargebacks notified within that period, and any adjustment agreed between the Buyer, the Operator, and Going Once, each of which is settled by reversing the affected amount out of the Designated Account while it is still there.

Going Once may extend the Hold Period where it reasonably determines that a Sale Rule has been breached, that a Claim has been or is likely to be made, or that an adjustment remains outstanding. Where it does so it will notify the Operator with reasons. No extension may run past thirty (30) working days after the Sale concludes, except where delay is compelled by legal proceedings or by an inability, through no fault of Going Once, to transfer title to the Goods or to comply with Applicable Law. That limit binds the holds Going Once chooses; it does not bind the Payment Processor's own settlement timing, or the disputed share of a payment under a Chargeback (Section 3.6).

3.5 Net Proceeds and payment

At the end of the Hold Period, "Net Proceeds" means Gross Proceeds less Commission, less any minimum or other fee, and less any amount owing by the Operator to Going Once under this Agreement. Going Once bears the cost of payment processing, transfer, and bank fees on collecting from Buyers and on disbursement; none of it is deducted from Net Proceeds.

Net Proceeds reach the Designated Account as described in Section 3.4. Going Once instructs the payout from the Designated Account to the linked bank account on its next daily payment run after the Hold Period ends, once the Payment Processor has made the transferred funds available, after which the Payment Processor's and the bank's own timing applies. Where the designated recipient is the Owner rather than the Operator, Going Once pays the Owner and the Operator settles with the Owner separately; Going Once is not party to that arrangement.

Where the calculation results in an amount owing to Going Once, including where cash or checks the Operator took from Buyers at collection exceed the Operator's share, Going Once may reverse that amount out of the Designated Account before the payout, and any balance remaining is due at the end of the Hold Period. Overdue amounts bear interest at the lesser of 12% per annum and the maximum rate permitted by Applicable Law.

3.6 Chargebacks and right of offset

Where a Chargeback is notified while the affected funds remain in the Designated Account, Going Once holds back the Operator's share of the disputed payment from the payout until the Chargeback is resolved, and, where the Chargeback is lost, reverses that share out of the Designated Account.

Where a Chargeback occurs after Net Proceeds funded by the reversed payment have been paid out of the Designated Account, the amount of the Chargeback is repayable by the Operator to Going Once.

The Operator irrevocably authorises Going Once to set off any such amount, and any associated fee, against Net Proceeds otherwise payable to the Operator on that or any subsequent Sale. Where no Net Proceeds fall due within thirty (30) days, the amount is payable on demand.

Going Once will notify the Operator of a Chargeback, identify the Lot and Buyer to which it relates, and where the timetable permits give the Operator a reasonable opportunity to provide evidence to contest it.

3.7 Refunds attributable to the Operator

Where a Refund is made because a Lot was materially misdescribed, or because of any other breach of the Sale Rules by the Operator, the amount refunded and any associated fee are treated as amounts owing by the Operator and may be offset under Section 3.6.

3.8 Going Once as agent for receiving payment

The Operator appoints Going Once as its agent for the limited purpose of invoicing Buyers and receiving payment from them for Lots Sold, and, where the Operator acts for an Owner, warrants that it holds the Owner's authority to make that appointment on the Owner's behalf. A Buyer's payment to Going Once discharges the Buyer's obligation to the Operator, and to the Owner, for the Lot to the extent of the amount paid, whether or not Going Once has yet transferred or paid out the Operator's share.

Going Once receives each payment for the Operator's account under this Agreement, which is in force before the Sale. It does not hold the payment for the Buyer, and nothing in this Agreement makes Going Once a bank, trust company, or escrow agent. This appointment is stated expressly for the purpose of Section 9.5.

ARTICLE 4: TERM AND TERMINATION

4.1 Term

A Sale Order commences on acceptance by Going Once and, unless it states otherwise, ends at the end of the Hold Period for that Sale (the "Term"). This TOS is coterminous with each Sale Order to which it attaches.

4.2 Termination by the Operator

The Operator may terminate a Sale Order at any time before the Sale is published, without fee. Once a Sale is published it may not be terminated by the Operator, because bidders have relied on the Lots being offered; individual Lots may be withdrawn only with Going Once's agreement.

4.3 Termination by Going Once

Going Once may terminate a Sale Order before publication for any reason, and after publication where Section 2.4 permits or where a Party is in material breach.

4.4 Termination for breach

A Party may terminate a Sale Order where the other is in material breach and the breach is not cured within thirty (30) days of written notice, or fifteen (15) days in the case of non-payment. No cure period applies to a breach incapable of cure, or to insolvency, assignment for the benefit of creditors, or the appointment of a receiver or trustee over a Party.

4.5 Effect of termination

On termination: the Sale ends; amounts due to Going Once become immediately payable; rights granted under this Agreement cease; and each Party returns or destroys the other's Confidential Information. Termination does not affect obligations in respect of a Sale already concluded, which settles and disburses under this Agreement.

4.6 Survival

Article 1, Article 5, Article 6, Article 7, Article 8, Article 9, and Sections 2.5, 2.7, 2.9, 3.5, 3.6, 3.7, and 3.8 survive termination or expiry.

ARTICLE 5: CONFIDENTIALITY

5.1 Confidential Information and obligation of confidence

"Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that is marked or designated as confidential, or that a reasonable person would understand to be confidential. It includes Buyer information, bidding data, and the commercial terms of a Sale Order.

The Receiving Party may use Confidential Information only for the purposes of this Agreement, must not disclose it without the Disclosing Party's written consent, and may disclose it to its Personnel only as necessary and subject to equivalent obligations, remaining responsible for their compliance.

Confidential Information does not include information that: is or becomes public without breach; was known to the Receiving Party without restriction before disclosure, as its records show; was received from a third party not under an obligation of confidence; or was independently developed without use of or reference to the Confidential Information. The burden of establishing an exception rests with the Receiving Party.

5.2 Compelled disclosure

Disclosure required by law or court order is permitted, provided the Receiving Party gives prompt notice where lawful so that the Disclosing Party may seek a protective order, and discloses only the minimum required.

5.3 Remedies

The Parties acknowledge that breach of this Article may cause irreparable harm for which damages are an inadequate remedy, and that injunctive relief may be sought without proof of actual damage. Rights under this Article are cumulative and additional to any other remedy.

ARTICLE 6: PROPRIETARY RIGHTS

6.1 Going Once

Going Once retains all right, title, and interest, including all Intellectual Property Rights, in the Platform. No right to reproduce, modify, distribute, or otherwise exploit the Platform is granted except as expressly stated.

6.2 The Operator

The Operator retains all right, title, and interest, including all Intellectual Property Rights, in Operator Content, subject to the licence in Section 2.7.

6.3 Aggregated data

Going Once may collect and aggregate data derived from operation of the Platform, including the Operator's use of it. Such data will be de-identified so as not to identify the Operator, its Personnel, any Owner, or any Buyer, and may be used to operate, monitor, and improve the Platform. Going Once owns that aggregated data.

6.4 Feedback

Suggestions for changes or improvements to the Platform or the Services are owned by Going Once, and the Operator will do what is reasonably necessary to give effect to that ownership.

ARTICLE 7: REPRESENTATIONS, WARRANTIES, AND INDEMNITIES

7.1 Mutual

Each Party represents that it has full power and authority to enter into this Agreement, that doing so breaches no other agreement or duty by which it is bound, and that this Agreement is a valid and binding obligation enforceable in accordance with its terms.

7.2 Operator representations

The Operator represents, in respect of all Goods offered in a Sale, that they: are owned by the Owner or by a person entitled to sell them, and that ownership is not disputed; are lawful to sell in the jurisdiction of the Sale; do not infringe any third party's rights; and are free of any lien, charge, security interest, or other encumbrance not disclosed to Going Once in writing.

The Operator further represents that it holds every licence, permit, and registration its business requires, including any secondhand dealer or local business licensing that applies to it, and that it complies with the rules of the property at which the Sale is held.

Going Once may require evidence of compliance with this Section.

7.3 Indemnity

The Operator will defend Going Once and its officers, directors, employees, contractors, affiliates, successors, and assigns (each an "Indemnified Party") against any Claim, and indemnify them against all Losses, arising from or related to: a breach of Sections 2.3, 2.4, 2.6, 2.7, 2.8, or 7.2; Operator Content; injury, death, or property damage occurring at a Pickup Location; or any Claim by an Owner arising from the Operator's arrangements with that Owner.

The Operator may not settle any Claim without Going Once's written consent, not to be unreasonably withheld.

7.4 Indemnity procedure

The indemnity is conditional on the Indemnified Party promptly notifying the Operator in writing of the Claim (save that delay excuses the Operator only to the extent it is materially prejudiced), cooperating reasonably at the Operator's expense in the defence, and not admitting liability or settling without the Operator's consent, not to be unreasonably withheld.

ARTICLE 8: DISCLAIMERS AND LIMITATION OF LIABILITY

8.1 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF MEASUREMENTS OR OUTPUTS, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

GOING ONCE DOES NOT WARRANT THE OUTCOME OF ANY SALE. THE OPERATOR UNDERSTANDS THAT A SALE MAY RECEIVE NO BIDS, OR BIDS BELOW THE OPERATOR'S OR THE OWNER'S EXPECTATIONS, AND THAT EVERY LOT RECEIVING A BID IS SOLD TO THE HIGHEST BIDDER REGARDLESS OF PRICE.

THE GOODS ARE NOT AT ANY TIME IN GOING ONCE'S POSSESSION, CUSTODY, OR CONTROL. GOING ONCE DOES NOT STORE, TRANSPORT, HANDLE, OR INSURE THEM, AND IS NOT RESPONSIBLE FOR THEIR CONDITION, FOR THEIR LOSS OR DAMAGE, OR FOR ANYTHING OCCURRING AT A PICKUP LOCATION.

8.2 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOING ONCE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE COMMISSION AND FEES ACTUALLY RETAINED BY GOING ONCE UNDER THE SALE ORDER GIVING RISE TO THE CLAIM. THIS LIMIT IS CUMULATIVE AND NOT PER INCIDENT.

NEITHER PARTY SHALL BE LIABLE FOR LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF GOODWILL, DAMAGE TO REPUTATION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.

THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND EACH PARTY ACKNOWLEDGES THAT THEY FORM AN ESSENTIAL BASIS OF THE BARGAIN.

8.3 Exclusions from the limitation

Sections 8.1 and 8.2 do not apply to: the Operator's indemnity obligations; the Operator's breach of Sections 2.4, 2.6, 2.7, or 7.2; either Party's breach of Article 5; either Party's gross negligence or wilful misconduct; or any liability that Applicable Law does not permit to be excluded or limited, including liability under California Civil Code § 1668.

ARTICLE 9: GENERAL

9.1 Entire agreement

This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior and contemporaneous communications, whether written or oral.

9.2 Governing law and venue

This Agreement is governed by the law of the State of California, without regard to its conflict of laws rules. Subject to Section 9.4, the Parties submit to the exclusive jurisdiction of the state and federal courts serving Napa County, California.

9.3 Force Majeure

A Party is excused from performance, other than a payment obligation, to the extent prevented by Force Majeure, provided it notifies the other promptly and uses commercially reasonable efforts to resume performance. Where a Force Majeure event affects a Sale in progress, Going Once may extend, reschedule, or reopen affected Lots in accordance with the Bidder Terms.

9.4 Dispute resolution

On written request of either Party, the Parties will meet and negotiate in good faith to resolve any dispute. If it is not resolved within thirty (30) days, either Party may pursue its remedies. Nothing in this Section prevents either Party from seeking injunctive relief.

9.5 Relationship

The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, or franchise relationship, and neither may bind the other, except as expressly stated in this Agreement.

9.6 Assignment

The Operator may not assign or transfer this Agreement, or delegate its obligations, without Going Once's written consent. Going Once may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

9.7 Severability

If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remainder continues in full force.

9.8 No waiver

Failure to enforce a provision is not a waiver of it. A waiver must be in writing and applies only to the instance specified.

9.9 Notices

Notices must be in writing and given by personal delivery, courier, registered mail, or email with confirmation of receipt, to Going Once at its registered office with a copy to its published legal address, and to the Operator at the address on the Sale Order. Notice is effective on delivery, on the fifth Business Day after mailing, or on receipt of an email confirmation.

9.10 Counterparts and electronic execution

A Sale Order may be executed in counterparts and delivered electronically, each of which is an original and all of which together are one instrument.

9.11 Changes to this TOS

Going Once may amend this TOS. The amended version is published with an updated version date, and Going Once will make reasonable efforts to notify the Operator by email before a material change takes effect. Continued use of the Platform after the effective date constitutes acceptance. A Sale already published continues to be governed by the version in force when it was published. Every version is retained and the version governing any Sale can be identified.

9.12 Operator's own terms rejected

No term in any purchase order, invoice, or other document issued by the Operator is binding on Going Once, other than the identification of the Services, the term, the pricing, and the invoicing address. All such terms are expressly rejected.

SCHEDULE A: SERVICES

Going Once provides, in respect of each Sale:

1. Access to the Platform for cataloguing, publication, and conduct of the Sale.
2. Hosting of the Catalogue and the public sale pages, and inclusion in Platform-wide browsing and

search.

1. Acceptance and recording of bids; proxy bidding, under which the highest bidder may raise their

maximum bid or lower it, but never below the current bid; staggered closing; and extension of Lots receiving late bids.

1. Notification of the Sale to Platform subscribers who have opted in.
2. Invoicing of Buyers, collection of payment, and pursuit of non-payment under the Bidder Terms.
3. Calculation, collection, and remittance of Sales Tax.
4. Reporting: sale results, payout reconciliation, and sales tax reporting.
5. Disbursement of Net Proceeds in accordance with Article 3.

Going Once does not provide, unless a Sale Order says otherwise: cataloguing or photography of Goods; valuation or authentication; storage, transport, or handling of Goods; supervision of collection; or shipping.

SCHEDULE B: FEES

The Buyer's Premium is charged to Buyers and is not an Operator fee. Sales Tax is collected from Buyers and remitted to the state.