Last modified : October 5, 2021

Introduction

Terra Point, LLC (“Terra Point”or “We”) respect your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you when you visit the website www.terrapoint.com (our “Site”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. Notwithstanding any other provision in this Privacy Statement, Terra Point’s use and disclosure of aggregated and/or de-identified information is not subject to any restrictions under this Privacy Statement, and we may disclose it to others without limitation for any purpose.

This policy applies to information we collect:

• On this Site.
• In email, text, and other electronic messages between you and this Site.
• Through mobile and desktop applications you download from this Site, which provides dedicated non-browser-based interaction between you and this Site.
• When you interact with our advertising and applications on third-party websites and services if those applications or advertising include links to this policy.

It does not apply to information collected by us offline or through any other means, including on any other website operated by any third party, including but not limited to any application or content (including advertising) that may link to or be accessible from www.terrapoint.com.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Site. By accessing or using this Site, you agree to this privacy policy. This policy may change from time to time. Your continued use of this Site after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

Children Under the Age of 13

Our Site is not intended for children under 13 years of age. No one under age 13 may provide any personal information to or on the Site. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Site or on or through any of its features/register on the Site, make any purchases through the Site, use any of the interactive or public comment features of this Site or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at info@terrapoint.com.

Information We Collect About You and How We Collect It

We gather the information that you provide to us during voluntary registration and through equipment listings, in addition to passively collecting information through technologies such as cookies, web beacons, and server log files. We refer to both types of information as “Information” in this Privacy Statement. These technologies help us better understand user behavior, tell us which parts of our services and applications are being used, and help us facilitate and measure the effectiveness of advertisements

Cookies

An HTTP cookie (also called web cookie, Internet cookie, browser cookie, or simply cookie) is a small piece of data sent from a website and stored on the user’s computer by the user’s web browser while the user is browsing. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of our Site and other services

Web Server Logs and Web Beacons

We may also collect information about the services that you use and how you use them, which may include Device-Specific Information (such as your hardware model and operating system); Log Information (such as when and how you use our services, browser type, Internet Protocol (“IP”) address); Unique Application Numbers (which may be sent to you when you install or uninstall a service or when that service contacts our servers); and Local Storage (in which we may collect and store information locally on your device).

Social media information

If we provide a way to log in to your account or our Site using an external social media account, the social media account platforms provider (i.e. Facebook) may automatically send us information about your account or your profile. To learn more about what data about you those social media platforms may share with us, you should consult the privacy and data policies of those platforms.

Phone Recordings

We may record telephone calls made to our main phone numbers or affiliated dealer phone numbers. We record calls for business purposes, such as: staff training, to improve customer service and the information we provide you, to report the type and number of telephone enquiries we receive or to have an accurate record of what was said/agreed to.

How We Use Your Information

We use information that we collect about you or that you provide to us in the following ways:

• We may use the Information you provide us to send you periodic email updates about our company, products, and other services unless you request that we not provide you with such information. If you do not want to receive these types of emails please let Terra Point know through an email to info@terrapoint.com.
• We may use your information to send you important notices, such as communications about purchases and changes to our terms, conditions, and policies.
• We may use your information to call you about upcoming sales and promotions. These phone calls may be recorded.
• We may use your information for internal purposes such as internal record keeping, data analysis, and research to help us improve our products, services, and advertising.
• We may use your information to administer any account you may have with us, and to customize the services we provide to you and other users.
• We may use third-party Web analytics services on the Terra Point Sites. These service providers use cookies and other technology to help us analyze how users use the Sites. The information collected by such technology (including, where applicable, your IP address) will be disclosed to or collected directly by these service providers. For more information or to opt-out please contact us at info@terrapoint.com..
• We may use your Information to protect you against and prevent fraud, unauthorized transactions, claims, and other liabilities, and manage risk exposure and quality.

Third-Party Advertisers

providing advertising tailored to your individual interests on other websites and online services. You have choices as to whether to have your information collected for that purpose. From time to time we may participate in advertising services administered by third parties. These ad services may track your online activities over time by collecting information and may use this information to show you advertisements for Terra Point or others that are tailored to your individual interests or characteristics and/or based on prior visits to the Terra Point Sites. To learn more information about interest-based advertising, including how to opt-out from the targeting of interest-based ads, please contact us at info@terrapoint.com.

In the event that you are notified of uses of your personal information which are different from those described in this Privacy Statement during your enrollment in any particular service, contest or promotion, the uses of which you are specifically notified will govern that service, sweepstakes, contest or promotion.

How and With Whom We Share Your Information

Third Parties. We may share information with affiliated companies (under common ownership or control), partners (with whom we offer co-branded, joint, or customized products or services), or other parties who offer services or products we believe you may wish to receive. For more information or to opt-out please contact us at info@terrapoint.com. In addition, we may share information with the original equipment manufacturer (“OEM”) of any item that a buyer places a bid on and any of the OEM’s dealers or service providers in Buyer’s geographic area. To learn more about how data may be shared with Original Equipment Manufacturers and Dealers, or to opt-out of sharing with OEM’s, their dealers or service providers going forward, contact info@terrapoint.com.

Once disclosed, Information will be governed by the third party’s privacy policy and will be subject to the laws of the jurisdiction in which the third party processes Information. Terra Point is not liable for Information used by third parties

Social Media Plug-Ins. We may enable social network plug-ins, whereby those social media providers embed content and tools on our Sites. These plug-ins may collect personal information directly from you in connection with your interaction with such content and tools. The plug-in providers’ use of the information is subject to their own privacy policies, which we recommend you review. Terra Point is not responsible for such providers’ privacy practices, which are not covered by this Privacy Statement.

Disclosure Required by Law. Subject to applicable law, we may disclose information about you: (i) if we are required to do so by law, regulation or legal process; (ii) when we believe disclosure would be appropriate in response to requests by government entities, such as law enforcement authorities; (iii) when we believe disclosure is necessary or appropriate to prevent physical, financial or other harm, injury or loss to ourselves or any person (including regarding any potential violation of the law or our terms or policies); (iv) in connection with an investigation of suspected or actual unlawful activity; or (v) for fraud detection and prevention.

California Privacy Rights

California Civil Code Section § 1798.83 permits users of our Site that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to info@terrapoint.com or write to us at: 2802 Flintrock Trace Suite 284 Austin, TX 78738.

Data Security

We have implemented measures designed to secure your information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on our secure servers behind firewalls. Any payment transactions will be encrypted using SSL technology.

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Site, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Site like message boards. The information you share in public areas may be viewed by any user of the Site.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Site. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Site.

Changes to Our Privacy Policy

It is our policy to post any changes we make to our privacy policy on our Site. If we make material changes to how we treat our users’ personal information, we will notify you by email to the primary email address specified in your account and/or through a notice on the Site home page. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Site and this privacy policy to check for any changes.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at info@terrapoint.com or write to us at:

Terra Point, LLC provides this Veri-Point™ Promise Policy to inform you of our policies and procedures regarding Equipment offered for sale with Veri-Point™ Promise.

Description. If indicated by a Veri-Point™ Promise icon in an Equipment listing, a general condition inspection ("Inspection") of the Equipment was performed and an Inspection Report was generated that includes ratings, comments, and photos of the various components of the Equipment. Veri-Point Inspection Reports are solely for the purpose of reporting on the visible condition of the Equipment's major systems and attachments on the day of Inspection and do not include load testing or digging/lifting. Veri-Point Inspections are NOT intended to detect latent or hidden defects or conditions that could only be found by dismantling the Equipment or use of diagnostic equipment or techniques. In no event shall Veri-Point be liable for not identifying those or any other defects. The Inspection Report is the sole property of Veri-Point and is for your personal use only and may not be displayed, published, sold, reproduced, disseminated or otherwise distributed by you without the prior written approval from Veri-Point

Veri-Point™ Promise. . Under the Veri-Point™ Promise inspection certification program, if you discover that a piece of Equipment purchased by you is not substantially in the condition as represented in the Inspection Report and you are within the Eligible Dispute Period specified below, you may contact Terra Point Customer Care and submit a written dispute ("Dispute Claim") to Terra Point. To be considered, the Dispute Claim must be (a) in writing, (b) within the Eligible Dispute Period, (c) delivered to Terra Point as specified herein, and (d) satisfy the Dispute Conditions below. A deductible in the amount of USD 750.00 will be applied to any settlement of a Dispute Claim.

Eligible Dispute Period. For a Dispute Claim to be considered, without penalty, you must review the Equipment and submit a Dispute Claim prior to the first occurrence of any of the following:

• Passage of Time -Eleven (11) business days after the date of the sale.
• Self-Transported Equipment (e.g., vehicles or self-transported items) - At the time the Equipment leaves the point of pick-up at the Seller's location for Equipment. You are encouraged to examine the Equipment thoroughly prior to removing it from the location.
• Transported via Common Carrier - Equipment delivered to (a) the Buyer's designated location within the United States, subject to Passage of Time provisions above.
• Export -At the time Equipment leaves relevant port of export, if the Equipment is to be delivered outside the country where the Equipment is located, subject to the Common Carrier provisions above for Equipment located in the United States and Canada.
• Disassembly - At the time you or your agent or representative begins disassembly of Equipment from its "as-inspected" configuration, including disassembly for transport.

A Dispute Claim will be considered subject to a penalty (equal to 50% of the final dispute resolution value) if submitted after the first occurrence of any aforementioned period and prior to the twenty-first (21st) business day after the date of the sale. You may elect to waive any resolution and resell the item through Terra Point at the cost of the deductible (Equipment must be located in a country Terra Point is authorized to sell from and all Dispute Conditions listed below must be satisfied).

Any Dispute Claim submitted after the twenty-first (21st) business day will not be considered, with or without penalty. At the time of Export and/or Disassembly (as defined above) you forfeit your right to any unresolved Dispute Claim on the Equipment and any future Dispute Claim will not be considered with or without penalty (unless Terra Point has provided their written consent).

Dispute Conditions. Dispute Claims are subject to the following conditions:

• Receipt of full payment of the Transaction Fee, the Final Selling Price, and any associated taxes.
• Additional documents may be requested to process or verify a Dispute Claim. All requested documents must be returned within two (2) business days from the date the initial request is sent from Terra Point.Requested documents returned after two (2) business days will be subject to delayed resolutions, late fees (not to exceed $750.00 USD), or potential denial of Dispute Claim.
• For export items, Dispute Claims must be initiated and settled prior to export.
• Ownership of the Equipment shall not have been transferred to another buyer.
• The Equipment must be available for immediate re-inspection by Terra Point upon request.
• Until a Dispute Claim is resolved, the Equipment may not be used, rented or leased and no changes to the condition of Equipment such as repairs or disassembly may be made. Notwithstanding the foregoing, you may move the Equipment around the lot, load/unload the Equipment, and operate the Equipment to verify the reported inspection condition after receipt of the Equipment; provided however that such operation does not result in the use of the Equipment for more than the lesser of (a) three (3) hours or (b) five (5) odometer miles from what is reported in the Inspection Report.
• Terra Point shall not be responsible for any incidental damage which does not negatively impact the standard operation of Equipment or substantially alter the value of Equipment.
• Terra Point shall not be responsible for Dispute Claims filed due to changes in Equipment condition as a result of exposure to the elements, including damage that occurs during transportation. Without limitation, Terra Point shall not be liable for failure of Electronic Control Modules for systems or components, electronic displays, or consumables (e.g. batteries, fluids, lights, belts, tires, brakes, bulbs, starters, alternators, Freon and filters).
• Only substantial inaccuracies in the items reported in the Inspection Report are covered. In addition to items not discoverable on a general condition inspection, specific items that are not covered include (a) conditions that can be identified only through the operation of a machine on a job site or under load capacity (e.g., digging, pulling, lifting, etc.), (b) operating the machine through the full range of speeds required to evaluate all forward and reverse gears, (c) replacement or addition of attachments to the machine, (d) disassembly, (e) use of diagnostic or test equipment to evaluate characteristics such as engine compression, and (f) electrical systems, hydraulic systems, and leaks of any kind (including fluid and tires), and (g) cosmetic damage which does not impact the performance or standard operation of the Equipment.
• Terra Point makes every effort to accurately describe Equipment using common industry terms. However, Equipment and options and attachments can be known by different terms in different parts of the country. You must refer to the pictures contained in the Inspection Report to clarify your understanding of specific Equipment characteristics. Terra Point is not responsible for any misinterpretation or oversight by you.
• If available, model year, make, and model is taken directly from the data plate. If not available, Terra Point makes a good faith effort to find the model year, make, and model using widely accepted serial number guide reference material. Terra Point is not responsible for any conflicts in model year, make, and model from alternative sources in the marketplace. Terra Point is also not responsible for any conflicts in model year and year of manufacture within any make of equipment
• Conditions visible in any of the Inspection Report pictures (including the full-size image visible through zooming), even if these conditions are not specifically mentioned in the written narrative comments of the Inspection Report, are not covered.
• Drivetrain operational tests are limited to low speed in a confined flat area without load. Differential interlocks, full transmission shifting and functionality of all drive axles cannot be fully verified. Inspector listens for abnormal noises, observes leaks and notes physical damage.
• Terra Point shall not be responsible for Equipment operating manuals or keys.
• Terra Point makes no guarantees as to the actual hours/miles on Equipment. Terra Point can only report what can be visually observed.
• The estimated total cost to fix items pursuant to a valid Dispute Claim must exceed $ 750.00 USD, which amount shall be applied as a deductible to any settlement of a Dispute Claim.
• Dispute Claims filed on equipment with a sale price lower than $750.00 USD will not be considered.

Adjudication of Equipment and Dispute Claims. Terra Point shall be solely responsible for the review and adjudication of any Dispute Claims. All determinations made by Terra Point shall be final. In the event of a refund to Buyer relating to a Dispute Claim, Terra Point shall remit all funds in the manner in which Buyer submitted payment (i.e., wire transfer to Buyer's account or refund on Buyer's credit card).

KEY SELLER POINTS

Terra Point is a marketplace for used heavy equipment that enables sellers to list and advertise their items for sale to a global audience of buyers. The actual contract for sale is directly between sellers and buyers. Terra Point is not a traditional auctioneer, but a marketplace for promoting equipment for sale.

• Terra Point primarily offers five listing formats:
  • Timed Online Sales: A service where you are able to list and advertise Equipment for sale to the highest bidder who meets or exceeds the opening bid.
  • Buy Now : A service where you are able to list and advertise Equipment at a Buy Now Price.
  • Make Offer: A service where you are able to list and advertise Equipment for sale to a bidder at the Asking Price or a Negotiated Price.
  • Marketplace Direct: A service where you are able to self-list, advertise and manage the sale of business and surplus assets.
  • Reserve : A service where you are able to list and advertise Equipment for sale to the highest bidder in a reserved marketplace, where you set the Reserve Price.
• You are responsible for the Equipment until it is removed from your location by the Buyer.
• You are responsible for maintaining the Equipment in the same condition as documented in the Equipment Listing and the Inspection Report until it is removed from your location by the Buyer.
• A qualified operator for Equipment designated for inspection will need to be provided by you.
• You will need to provide all lien information to clear title and registration documentation and other information necessary to register Equipment.
• Commissions and fees for use of Terra Point's marketplace to list and advertise Equipment for sale are payable by you as detailed in Terra Point's fee schedule (Schedule 1).
• You will need to make Equipment available for transportation by the Buyer no later than one (1) business day after the conclusion of the Purchase Contract with the Buyer.
• You shall not engage in shill bidding or artificially influence the price in any way.
• Any actions undertaken by Terra Point or an entity acting on its behalf (such as providing logistical support of collecting monies) are pursuant to and solely in order to facilitate the sale and purchase of the Equipment and enable smooth conclusion to the Purchase Contract between you and Buyer.

The Key Seller Points above provide an overview of our terms and conditions for participating as a seller in Terra Point's marketplace and are subject to the complete Seller Terms and Conditions below.

SELLER TERMS AND CONDITIONS

These Seller Terms and Conditions, including all schedules and other policies, establish the terms of your use of Terra Point's sites and services (through www.Terra Point.com and/or any third party marketplace) (together, the “Marketplace”) to bid on and purchase equipment and other items (“Equipment”). The listing of items on the Marketplace is further referred to as an “Advertisement(s)”. Terra Point, LLC, is a limited liability company formed under Delaware law, and is registered with the Texas Secretary of State. Terra Point is bonded with International Sureties in the Northern and Eastern Districts of Texas (under bond # 016031968) and with the Southern and Western Districts of Texas (under bond # 016032297).

The Seller Terms were last revised on January 9, 2018.

1. TERRAPOINT'S SERVICES

1.1. Services of Terra Point.Under the terms of this Agreement, Terra Point offers you the use of the Marketplace, which functions as a platform on which you can list and advertise Equipment for sale to potential buyers (“Buyers”). Each party is acting on its own behalf, and Terra Point is not a party to the subsequent purchase contract for Equipment that is entered into between you and the Buyer. Nor does Terra Point represent either party in the conclusion of such purchase contract. In consideration of your use of the Marketplace for the listing and advertising of Equipment for sale (the “Equipment”), commissions and fees as listed in Schedule 1 are payable by you.

1.2. Exclusive Listing. The Marketplace shall be the exclusive listing site for Equipment and you shall not offer for sale or sell the Equipment in any other manner until the earlier of (a) the date such Equipment is sold via the Marketplace or (b) the date you withdraw the Equipment from the Marketplace (but in such event no less than ninety (90) days). By entering into an Agreement for use of the Marketplace, you hereby extend an irrevocable offer to sell the Equipment, as applicable, (a) to a Buyer who is the highest bidder and who meets or exceeds the opening bid, the Reserve Price, or Asking Price, as applicable, (b) to a Buyer who commits to purchase Equipment at the Buy Now Price; or (c) to a Buyer who commits to purchase Equipment at the Negotiated Price.

1.3. Opening Bid and Scheduling. For Online Sales, Terra Point will set the opening floor bid for the Equipment and schedule the listing opening times. For Buy Now and Make Offer listings, Terra Point will set the opening flor bid for the Equipment and schedule the listing opening times; you will have the option of setting a Buy Now Price (“ Strike / Buy Now Price”) or an Asking Price (“Asking Price”), mutually agreed upon by you and Terra Point which falls in line of estimated market value as determined by Terra Point. You may lower the Buy Now Price or the Asking Price during a listing period, but you may not add a Buy Now or an Asking Price after the opening time. If you have selected to list the Equipment by Reserve, you will have the option of setting a minimum floor price mutually agreed upon by you and Terra Point which falls in line of estimated market value as determined by Terra Point (“Reserve Price”). Terra Point will determine the period of time that the Reserve listing is published on the website and available for Buyers to submit bids (the “Reserve Period”). If, at the end of the Reserve Period, the Reserve Price has been met, the highest bid received from a Buyer will be automatically accepted. If the Reserve Price is not met during the Reserve Period, Terra Point may offer the option to re-list the Equipment. All Buy Now, Make Offer and Reserve listings will be scheduled to run for up mutually agreed upon consecutive days, as per the listing agreement.

1.4. Additional Options. . For Make Offer listings and Reserve listings where the Asking Price or Reserve Price is not met, you have the option to (a) accept bids lower than the Asking Price or Reserve Price, as applicable; (b) counter bids lower than the Asking Price or Reserve Price, as applicable, with a higher offer (“Counter Offer”); or (c) reject bids lower than the Asking Price or Reserve Price, as applicable, at any time during a listing. Counter Offers are valid for up to two (2) business days. However, only one (1) Counter Offer can be valid at any time; the last Counter Offer you issue supersedes and invalidates any previous Counter Offers. Upon acceptance of the Counter Offer by the Buyer, the listing is closed and you are legally bound to complete the transaction.

1.5. Conclusion of Purchase Contract; Bill of Sale. After the winning bid for a piece of Equipment has been established by Terra Point or the Buyer has (a) committed to purchase the Equipment at the Buy Now Price or the Asking Price or (b) met or exceeded the Reserve Price at the end of the Reserve Period, the bid or purchase commitment of Buyer will be automatically accepted by you and a purchase contract between you and Buyer is automatically concluded (“Purchase Contract”). All applicable terms and conditions of this Agreement shall apply to the Purchase Contract. Further, for Make Offer listings, you may accept or counter an offer below the Asking Price. In the event that you accept an offer or the Buyer accepts your Counter Offer (the “Negotiated Price”), the Purchase Contract is concluded and all terms herein shall apply. Buyer and Seller will be notified of the conclusion of the Purchase Contract by an email or other notification that is generated automatically by the Marketplace. Subject to your receipt of payment for the Equipment, you at your own expense shall deliver a bill of sale and such other documentation as may be reasonably necessary to transfer title to the Equipment to Buyer. Unless otherwise agreed, the Equipment listing will only show your “Terra Point Seller ID”, but not your formal identity, business name and/or address details. This information will only be provided to Buyer at the conclusion of the Purchase Contract.

1.6. No Guarantee on Proceeds; No Shill Bidding. There is no guarantee as to the gross proceeds that may be realized from a listing on the Marketplace. You may not manipulate the bidding in any way, including bidding on your own Equipment, to artificially raise the final sales price. In the event of price manipulation, Terra Point will (a) ban you from future use of the Marketplace, (b) cancel any involved transaction(s), and (c) charge you a Shill Bidding Fee.

1.7. Equipment Availability; Risk of Loss. Subject to Terra Point's receipt of full payment and Buyer’s completion of any additional, required documents, you and the Buyer will be notified that the Equipment is available for pick-up via an email that is generated automatically by the Marketplace (“Item Release”). You agree to have the Equipment available for transportation, complete with ignition key, to the Buyer no later than one (1) business day after conclusion of the Purchase Contract. If the Equipment is not available, you will be subject to pay a Post-Closing Delay Fee. Further, if you fail for any reason to release the Equipment to the Buyer after a Purchase Contract is concluded, you will be subject to a Seller Default Fee in addition to any other rights or remedies that Terra Point or Buyer may have. Unless otherwise dictated in the Agreement, the responsibility and risk of loss for Equipment shall be and remain with you (and not Terra Point or Buyer) until the earlier of: (a) the removal of the Equipment from the posted Equipment location by Buyer or Buyer's designated transportation provider or (b) receipt by you of all proceeds from the sale of Equipment. Thereafter, the Equipment shall be and remain at the risk of Buyer or Buyer's designated transportation provider (and not Terra Point or you). Unless otherwise dictated in the Agreement, Terra Point has no obligation to maintain insurance coverage pertaining to the Equipment in the possession of Terra Point for purposes hereunder.

1.8. Authorization to Use Marks. . In connection with your use of the Marketplace, you agree that Terra Point may use your name, trademark, logos, service marks and other designations (“Marks”) to list you as a reference customer and to advertise, promote and market the Equipment. You hereby grant to Terra Point, and represent and warrant that you have a right to grant, a non-exclusive, worldwide license to use, publicly display and perform, reproduce, and distribute the Marks, solely as permitted in this Agreement, including distributing e-mails to potential Buyers that incorporate Marks.

1.9. Regulatory. The Equipment shall be in compliance with all Federal and State regulations regarding emissions, safety or any other regulations as required by law. Titled items must have a legible VIN or other I.D. as required by law. You will disclose to Terra Point any and all modifications or omissions to the aforementioned Federal and State regulations including whether the item has been salvaged, reconstructed, or damaged in a flood.

2. EQUIPMENT LISTINGS. You may not list goods that are illegal to use or possess under any applicable law, rule or regulation. Terra Point reserves the right, in its sole discretion, to (a) refuse to list any piece of Equipment at any time; (b) withdraw any Equipment listing from the Marketplace; (c) review and verify a listing's information and description; or (d) cancel any transaction that it deems to be suspicious or fraudulent and report it to applicable authorities. The information you provide during the Equipment listing process, combined with the Inspection Report, constitute the listing details for the Equipment (“Equipment Listing”). You agree to fully, completely and accurately disclose to Terra Point all information relating to the Equipment of which you are aware. Any information (including brand name or other indication of origin or manufacture) that you provide related to the Equipment must be complete and accurate, and you shall be responsible for any inaccuracies, errors or omissions. Equipment Listings on the Marketplace may not include links to or a description of other items that you may have for sale outside of the Marketplace.

3. INSPECTIONS; RESTRICTIONS ON USE

3.1. Equipment Inspections. For all requested inspections, you agree to permit Terra Point and/or its authorized representatives to test and inspect each piece of Equipment at a time and place specified in the listing agreement or as otherwise mutually agreed. Terra Point shall produce an inspection report (“Inspection Report”) for each piece of Equipment inspected by Terra Point. Terra Point inspections are solely for the purpose of reporting on the visible condition of the Equipment's major systems and attachments. Terra Point inspections are NOT intended to detect latent or hidden defects or conditions that could only be found in connection with the physical dismantling of the Equipment or the use of diagnostic equipment or techniques. Your failure to properly maintain the Equipment from the date of inspection until its removal from your location by Buyer will void the inspection. If you alter or perform repairs or other maintenance to the Equipment after the inspection, another inspection will be required, and you will be subject to a Re-inspection Fee.

3.2. Ownership of Inspection Report. The Inspection Report is the sole and exclusive property of Terra Point. Except as expressly stated, nothing in this Agreement shall be deemed to grant to any other party, by implication, estoppel or otherwise, license rights, ownership rights or any other intellectual property rights in the Inspection Report. You cannot use the Inspection Report for any other purpose without the prior written approval from Terra Point.

3.3. Restrictions on Use of Equipment. From the time you provide Listing Details to the Terra Point Marketplace or an inspection is performed by Terra Point until the Equipment is removed from its location by or on behalf of Buyer following conclusion of a Purchase Contract, you may not operate, lease, rent, modify or alter the Equipment. In addition to any other rights and remedies that Terra Point may have, a breach of this provision prior to the conclusion of a Purchase Contract for the Equipment may result in either of the following: (a) Terra Point may remove the Equipment from the Marketplace and charge you a Removal Charge; or (b) Terra Point may continue with the listing in which case if the Equipment was inspected previously by Terra Point, you must have the Equipment re-inspected and pay Terra Point for such Re-Inspection Fee. If the Equipment was not inspected, you must supply updated Listing Details to Terra Point and pay Terra Point an additional Listing Fee. In the event of a breach of this provision is determined by Terra Point in its reasonable discretion and the Equipment has been sold by a Purchase Contract, the transaction is subject to cancellation and you will be charged a Seller Default Charge in addition to reimbursement of transportation and other costs incurred by Buyer.

4. LIENS

4.1. Disclosure of Liens. You are responsible for making full disclosure to potential Buyers of all liens, adverse claims and other title encumbrances and third party interests that may exist on or pertain to your Equipment. You will at your own cost and expense warrant and defend title to the Equipment on behalf of the Buyer, its successors and assigns, against the claims and demands of all persons. If your net proceeds from the sale of Equipment listed on the Marketplace are insufficient to discharge creditor claims on the Equipment, you are fully responsible for paying the outstanding debt balance immediately upon demand by Terra Point.

4.2. Government Liens. If any government body, including but not limited to tax administrations, the U.S. Small Business Administration or any other governmental entity, holds a lien or encumbrance on the Equipment, then you shall be responsible for the payment of any independent equipment appraisals and documentation fees required to release such liens. You acknowledge and agree, and hereby authorize, that Terra Point may, in its discretion, pay for such appraisals and documentation fees and deduct the amount from the proceeds due to you. If the net proceeds due to you are insufficient to pay the fees, you agree to promptly pay Terra Point upon receipt of an invoice for the fees.

5. FEES AND PAYMENT

5.1. Fees. The commissions and fees payable to Terra Point in consideration for using the Marketplace to list and advertise Equipment for sale are set forth in the listing agreement. Terra Point's standard Fee Schedule is detailed in Schedule 1. Seller may request any of the services outlined in Schedule 1 in association with the sale of Equipment and agrees to pay all fees due for services completed. The cost of the services will be deducted from amounts otherwise due Seller when available. Otherwise, service fees will be invoiced directly to Seller. Terra Point may change its fees from time to time, in its sole discretion, with or without notice to you, but no such change shall apply retroactively to Equipment already subject to a listing agreement. It is your responsibility to check all applicable fees prior to entering into a listing agreement.

5.2. Payment of Proceeds. After the Purchase Contract is concluded between you and Buyer, the Terra Point Marketplace will generate a third party invoice that is issued to Buyer on your behalf. Buyer is responsible for paying you the purchase price for the Equipment upon conclusion of a Purchase Contract, and you hereby instruct Terra Point to facilitate receipt of the purchase price. Further, you hereby grant Terra Point the right, in its own name, to enforce your right to payment. You agree that no monies shall be payable to you until paid by the Buyer. Once received by Terra Point, any monies due to you, net of any commissions and fees due Terra Point, as detailed in this Agreement, shall be disbursed within fifteen (15) business days after conclusion of the Purchase Contract. You hereby consent to Terra Point's right to offset any other commissions and fees specified in this Agreement or that result from additional services requested by you, with any remainder to be paid within fifteen (15) days following receipt of an invoice. You acknowledge that Buyers may fail to perform or pay on a timely basis and that Terra Point shall not have any liability to you for any act or omission of Buyers.

5.3. Taxes and Compliance with Laws.You shall be responsible for the payment of any tax or duty that is your responsibility as a seller of the Equipment. You acknowledge and undertake to make yourself aware of and comply with all laws that may be applicable to your access and use of the Marketplace, and your entering into a transaction on the Marketplace. Terra Point disclaims any and all liability in respect of your use of the Marketplace and your sale of any Equipment resulting in any taxes (whether direct, indirect, local or federal), fines or penalties being levied on you. For the avoidance of doubt, it is your responsibility to satisfy yourself of any charges, taxes (whether direct, indirect, local or federal) or related obligations becoming applicable in respect of the transactions that you enter into on the Marketplace. You shall indemnify Terra Point and its affiliates (and the officers, directors, agents and employees thereof) against any tax, cost or expense arising from your failure to satisfy any laws or regulations in relation to a transaction.

6. YOUR OPTIONS AFTER BUYER DEFAULT. If the Buyer fails to pay in accordance with the Purchase Contract, the Buyer is considered to be in default. In the event of a Buyer default, you may at your own risk and account rescind the Purchase Contract with Buyer after which you may elect any one of the following options:

6.1. Offer Equipment to Second Highest Bidder. . If there was more than one bidder for the defaulted Equipment, you may elect to offer the Equipment to the second highest bidder. If the second highest bidder accepts, a Purchase Contract for the Equipment will be concluded by the Marketplace, and you will receive proceeds based on that second bidder's highest bid, less any applicable commissions and fees payable to Terra Point;

6.2. Re-list the Equipment. You may elect to relist the Equipment in a subsequent online listing within thirty (30) days of the Buyer default without incurring an additional Listing Fee. In such case, all other terms and conditions continue to apply; or

6.3. Withdraw the Equipment. You may elect, without penalty, to withdraw the Equipment from listing on the Marketplace.

REPRESENTATIONS AND WARRANTIES.You represent and warrant that: (a) no Equipment shall be fraudulent, stolen or counterfeit, (b) you are duly authorized to enter into the Agreement, (c) you are solvent and have not made any assignment, proposal or other proceeding for the benefit of your creditors, and (d) you own all right, title and interest in and to the Equipment and the Equipment is free and clear of all liens or other encumbrances, except as otherwise disclosed by you to Terra Point in writing.

8. INDEMNIFICATION. You agree to indemnify and hold harmless Terra Point, its affiliated companies and their respective officers, directors, employees, agents, successors and assigns (“Indemnified Parties”) from and against any claim or demand (including reasonable attorneys' and experts' fees and costs) made by any third party due to or arising out of your breach of this Agreement, your improper use of the Marketplace, or your violation of any law or the rights of a third party. Terra Point shall promptly notify you in writing of any threatened or actual claim or demand and reasonably cooperate with you to facilitate the settlement or defense thereof. You shall have sole control of the defense or settlement of any claim or demand, provided that Terra Point, at its option and expense, may participate and appear on equal footing with you. You shall not settle any claim or demand without the written consent of the indemnified parties, with such consent not to be unreasonably withheld or delayed.

9. DISCLAIMER; LIMITATION OF LIABILITY.TO THE FULLEST EXTENT PERMITTED BY LAW, THE MARKETPLACE PROVIDED BY OR THROUGH IRONPLANET IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TERRA POINT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF REVENUE, PROFITS, OR BUSINESS, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF IRONPLANET OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. LEGAL DISPUTES

10.1. Contracting Entity. Unless otherwise indicated in an agreement with Terra Point, you are contracting with Terra Point, LLC (the “Contracting Entity”) and transacting in U.S. Dollars.

10.2. Governing Law; Jurisdiction and Venue. . For disputes between you and Terra Point, Inc., this Agreement shall be governed by the laws of the State of Texas without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if you are located in the United States, the Uniform Computer Information Transactions Act, do not apply. Any action against Terra Point arising from or relating to this Agreement or any bid or purchase hereunder shall be commenced in the appropriate Civil District Court of Travis County, Texas or, if applicable, the United States District Court for the Western District of Texas. In the event of any litigation arising from breach of this Agreement, or the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorneys’ fees, and all other related expenses incurred in such litigation.

10.3. English Controlling Language. All performance under this Agreement and the resolution of disputes shall be conducted in the English language. If a translation of this Agreement into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation. If this Agreement is provided to you in a language other than English, Terra Point does so solely for your convenience.

10.4. Limitation Period. YOU AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DISPUTE AROSE, AND IF NOT COMMENCED TIMELY SHALL BE PERMANENTLY BARRED.

10.5. Improperly Filed Legal Disputes. Any claims that are filed or brought contrary to this Agreement shall be improperly filed and of no force and effect.

11. TERMINATION, RESCISSION AND DEFAULT. Terra Point shall have the right, in its sole discretion, to terminate this Agreement in whole or in part in the event (a) there are liens, encumbrances or adverse claims on or to any Equipment in addition to those that are listed in the listing agreement, (b) your net proceeds are insufficient to discharge creditor claims and pay Terra Point's fees after title is cleared, (c) your lien holders are unwilling to release liens and/or allow Equipment to be listed for sale, (d) you are in breach of the Agreement, (e) you have provided inaccurate, fraudulent, outdated or incomplete information during the registration or Listing process or thereafter, (f) you have violated applicable laws, regulations or third party rights, (g) Terra Point believes in good faith that such action is reasonably necessary to protect the safety or property of other customers, Terra Point personnel or third parties, or (h) for fraud prevention, risk assessment, security or investigation purposes. In the event of such termination, in addition to any other remedies available to Terra Point, you shall pay Terra Point (a) 25% of the estimated market value of Equipment, (b) the Listing Fee and (c) any costs incurred by Terra Point.

12. AMENDMENT OF SELLER TERMS. Terra Point may modify, add or remove any portion of the Seller Terms from time to time, in its sole discretion, with or without notice to you, by posting such changes on the Marketplace. Once posted such changes shall come into full force and effect; however no change in commissions and fees payable to Terra Point in consideration for using the Marketplace shall apply retroactively to Equipment already subject to a listing agreement. In addition to other forms of acceptance, use of the Marketplace constitutes acceptance of these Seller Terms, including continued use after such changes are posted. It is your responsibility to check periodically for changes to Seller Terms.

13. NOTICES. Any notice to Terra Point must be in writing and must be sent via email to info@terrapoint.com and by registered mail or overnight courier to Terra Point, LLC, 1213 Ranch Road 620 South Suite 105 Lakeway, TX 78734, U.S.A. Any notice to you shall be given by email to the email address provided to you during registration as a Registered User, or as subsequently updated by you, or via posting on the Site, any of which you agree shall be sufficient notice to you. Notice shall be deemed to have been given to you upon twenty-four (24) hours after it has been sent or at the time the information was posted on the Site. If you change your email address, you are responsible for updating your account profile.

14. PRIVACY.Terra Point's Privacy Statement, located at , is hereby incorporated by reference. By entering into this Agreement, you are consenting to have your personal data transferred to and processed in the United States.

15. GENERAL.This Agreement contains the entire agreement of the parties and supersedes all previous communications, representations, understandings and agreements, either oral or written, between us. In the event of a conflict between the Seller Terms and the listing agreement, the listing agreement shall control. This Agreement supersedes and replaces the terms in any Seller purchase order or other ordering document, and such documents shall be of no force or effect. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by either party to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by this Agreement. You may not assign or transfer this Agreement or your obligations hereunder in whole or in part, whether by operation of law or otherwise, without Terra Point's prior written consent. In the event of a permitted transfer, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. To the extent any novation is required for Terra Point to assign this Agreement, you hereby appoint the officers of Terra Point as your attorney-in-fact to execute all documents necessary to effect such novation. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of this Agreement. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable