Legal matters

1. Scope of Application

1.1. Applicability

These Buyer Terms of Service ("Buyer Terms") govern any offer or purchase made by you ("Buyer") of equipment ("Equipment") listed on the websites and online marketplaces operated by Equirig, Inc ("Equirig", collectively with the Buyer, the "Parties"). This includes all localized versions of the Marketplace operated by Equirig (collectively referred to as the"Marketplace").

1.2. Exclusivity of Terms

Except as explicitly agreed in writing by Equirig, any general terms and conditions or other contractual documents provided by the Buyer are expressly waived and excluded. The Buyer acknowledges that Equirig is the sole contracting party for the purchase of Equipment unless explicitly stated otherwise.

1.3. Agency Model

The Buyer understands that Equipments may be offered by Equirig based on an undisclosed agency model on behalf of third-party sellers. These Buyer Terms supplement Equirig's General Terms of Service for Website and Marketplace Use ("Website Terms"). In case of any conflict between the Website Terms and these Buyer Terms, the Buyer Terms will take precedence.

2. Order Process

2.1. Placing Orders

When the Buyer submits an offer or places an order at the buy-now price for relevant Equipments, it constitutes a binding and irrevocable offer to purchase that Equipment ("Order"). This offer cannot be canceled or retracted by the Buyer, except as permitted by law or these Buyer Terms. The Buyer acknowledges that the Order is contingent upon the availability of the Equipment as confirmed by Equirig ("Confirmation").

2.2. Order Acceptance and Rejection

Equirig reserves the right to accept or reject any Order at its sole discretion. Acceptance of an Order, and thus the formation of a binding contract, occurs only when Equirig issues a Confirmation to the Buyer.

2.3. Formation of Contract

A binding contract for the purchase of Equipment is established when Equirig sends a Confirmation to the Buyer. This contract is also contingent upon the Buyer providing a security deposit upon Equirig's request and paying the full Purchase Price as outlined in Section 3.1.

2.4. No Warranties

Equirig ensures that upon full completion of the purchase, including full payment of the Purchase Price and any applicable costs, taxes, and duties, the Buyer will become the legal owner of the Equipment free from any liens or encumbrances. Equirig does not provide any additional warranties, guarantees, or representations regarding the Equipment. All Equipment is sold "as is" and "where is," and all sales are final and non-refundable.

3. Purchase Price

3.1. Composition of Purchase Price

The total purchase price for any Equipment, upon the formation of a binding contract as per Section 2.3 ("Purchase Price"), is specified in the Confirmation. The Buyer acknowledges that costs, taxes, and fees are included in the Purchase Price only if explicitly stated in the Confirmation and on the pro-forma invoice.

3.2. Delivery Fees

Delivery fees are determined based on the Buyer's choice to either pick up the Equipment from the seller's location or have it delivered to a specified address. The fee calculation is based on the delivery address provided in the Order. Any changes to the delivery address may incur additional costs, which will be invoiced separately.

3.3. Taxes

For the purposes of these Buyer Terms of Service, Equirig shall collect sales tax in accordance with the applicable rates established in the state. All prices presented by Equirig on the Marketplace, in the Confirmation, or in any other communications are inclusive of applicable taxes, unless explicitly stated otherwise.

4. Invoice and Payment

4.1. Security Deposit

Equirig may require the Buyer to submit a security deposit to confirm the Order. The amount of this deposit is determined solely by Equirig and will be applied toward the total invoice amount. The remaining balance must be paid in full before the order is completed.

4.2. Pro-Forma Invoice

Upon issuing a Confirmation, Equirig will provide the Buyer with a pro-forma invoice detailing the relevant Purchase Price.

4.3. Payment Terms

The Buyer must pay the total amount, minus any applicable security deposit as indicated on the pro-forma invoice, within fourteen (14) Business Days of receiving the invoice. Upon receipt of the full payment, Equirig will issue a payment confirmation to the Buyer. Failure to make the payment within the stipulated period will result in automatic default. Equirig reserves the right to cancel the Order Confirmation and retain any security deposit as a contractual penalty.

4.4. Currency

All payments must be made in the currency specified on the pro-forma invoice.

4.5. Payment Method and Source of Funds

Unless otherwise agreed in writing and confirmed in the Confirmation, all payments must be made via bank transfer using the Buyer's own funds. The bank account used for payments must be in the Buyer's name.

4.6. Cancelation of Order & Refunds

All orders placed on the Marketplace are binding contracts between the Buyer, Seller and Equirig, and are non-refundable. The Buyer may not cancel an Order once it has been confirmed by Equirig. In the event of a breach of contract by the Buyer, Equirig reserves the right to retain any security deposit as a contractual penalty.

Equirig reserves the right to cancel an Order if the Seller fails to release the Equipment to the Buyer. In such cases, Equirig will refund the full Purchase Price to the Buyer, including any security deposit paid within fourteen (14) Business Days of the Order cancellation.

5. Delivery

5.1. Delivery Options

The Buyer can choose to either pick up the Equipment from the seller's location or have it delivered to a designated address. For deliveries, Equirig will arrange transportation from the Equipment's current location to the agreed-upon delivery address. The Buyer agrees to cover any transportation fees and additional third-party costs associated with the delivery.

5.2. Power of Attorney

The Buyer grants Equirig limited power of attorney solely for the purpose of arranging transportation and transferring ownership of the Equipment. The Buyer agrees to provide any necessary documentation reasonably requested by Equirig to facilitate this limited power of attorney.

5.3. Receipt Confirmation and Documentation

Upon receiving the Equipment, the Buyer must confirm receipt to both the relevant transport company (if applicable) and Equirig. Additionally, the Buyer is responsible for taking photographs of the Equipment from all angles while it is still loaded on the delivery vehicle, prior to unloading.

5.4. Ownership Transfer

In cases where Equipment is offered through an undisclosed agency model by a third-party seller, ownership transfer occurs directly between the third-party seller and the Buyer. Equirig facilitates this transfer by ensuring possession of the Equipment is transferred from the third-party seller (or Equirig's subcontractors acting on behalf of the Buyer) once the Equipment leaves the seller's premises or designated location.

6. Complaints

6.1. Accuracy of Description and Defects

The Buyer acknowledges that Equirig may have remedies against third-party sellers for any defects in the Equipment. Notwithstanding Section 2.4 (No Warranties), Equirig will strive to investigate and resolve any valid, substantiated, and proven defects in consultation with the relevant third-party seller. Equirig may, at its discretion, provide the Buyer with the contact information of the relevant third-party seller. If Equirig has any contractual remedies concerning defects, these remedies are assigned to the Buyer, who can only seek recourse against the third-party seller and not against Equirig, Inc.

7. Additional Provisions

7.1. Non-Circumvention

If the Buyer identifies Equipment for sale on the Marketplace, they are prohibited from contacting or attempting to contact the third-party seller directly or indirectly without Equirig's prior written consent. Any attempt to purchase Equipment outside of the Marketplace will render the Buyer liable for damages, including but not limited to lost commissions and advertising costs incurred by Equirig.

7.2. No Uptime Guarantees

The Buyer understands that Equirig does not guarantee error-free transmission of Orders or Confirmations, nor does it ensure the continuous availability of the Marketplace.

7.3. Right to Remove Listings

Equirig reserves the right to remove any listed Equipment from the Marketplace at any time and for any reason without incurring any liability.

7.4. Intellectual Property Rights

7.4.1. Ownership of Intellectual Property

All content, materials, and intellectual property available on the Marketplace, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and other materials (collectively referred to as"Content"), are the exclusive property of ("Equirig") or its licensors. This Content is protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

7.4.2. Limited License to Use

Equirig grants the Buyer a limited, non-exclusive, non-transferable, and revocable license to access and use the Marketplace strictly for the purpose of purchasing Equipment for internal business operations. This license does not permit the Buyer to:

• Copy any Content for any purpose without prior written consent from Equirig
• Share or distribute any Content to third parties.
• Alter, transform, or create derivative works based on the Content.
• Publicly display or perform any Content without explicit permission.
• Decompile, reverse engineer, or otherwise attempt to derive the source code of any software or tools provided through the Marketplace.

7.4.3. Restrictions on Use

The Buyer agrees not to:

• Attempt to gain unauthorized access to any portion of the Marketplace, other accounts, computer systems, or networks connected to the Marketplace.
• Use any automated systems, including bots, spiders, or scrapers, to access the Marketplace for any purpose without Equirig's express written permission.
• Upload, post, or transmit any Content that infringes upon the intellectual property rights of others, is defamatory, obscene, or otherwise unlawful.
• Remove, alter, or obscure any proprietary notices, including copyright and trademark notices, on any Content.

7.4.4. User-Generated Content

If the Marketplace allows Buyers to submit, upload, or otherwise make available content (such as product listings, reviews, or feedback), the following terms apply:

• The Buyer retains ownership of any intellectual property rights that the Buyer holds in the submitted content.
• By submitting content, the Buyer grants Equirig a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Marketplace and Equirig's business operations.
• The Buyer represents and warrants that they have all necessary rights to grant the above license and that the submitted content does not infringe upon the intellectual property rights of any third party.

7.4.5. Protection of Equirig's Intellectual Property

The Buyer agrees to take all necessary steps to protect Equirig's intellectual property from unauthorized use, reproduction, or distribution. This includes:

• Keeping any proprietary information or trade secrets disclosed by Equirig confidential and not disclosing them to any third party without Equirig's prior written consent.
• Implementing reasonable security measures to prevent unauthorized access to the Marketplace and its Content.
• Promptly notifying Equirig of any suspected or actual breaches of security or unauthorized use of Equirig's intellectual property.

7.4.6. No Implied Rights

Except for the limited licenses expressly granted herein, no other rights or licenses are granted to the Buyer by Equirig, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved by Equirig and its licensors.

7.4.7. Enforcement of Intellectual Property Rights

Equirig reserves the right to enforce its intellectual property rights against any Buyer or third party that infringes upon them. This may include, but is not limited to:

• Initiating legal proceedings to seek injunctive relief, damages, and any other remedies available under law.
• Terminating the Buyer's access to the Marketplace without prior notice if the Buyer is found to be infringing upon Equirig's intellectual property rights.

8. Indemnification

The Buyer agrees to indemnify and hold Equirig, Inc ("Equirig") harmless from any damages incurred due to false, incorrect, or inaccurate representations made by the Buyer under these Buyer Terms or due to the Buyer's failure to comply with their obligations under these terms. This indemnification applies regardless of Equirig's knowledge of the Buyer's representations. The Buyer's liability under this section is not limited by Equirig's knowledge or any other factors.

9. Miscellaneous

9.1. Taxes, Costs, and Expenses

Unless otherwise stated in these Buyer Terms, each Party is responsible for any taxes or public charges imposed on them in connection with these terms and the transactions contemplated herein. Additionally, each Party will bear its own costs and expenses arising from or related to these Buyer Terms and all associated transactions.

9.2. Amendments

Equirig, Inc reserves the right to modify these Buyer Terms at any time, effective for any future purchases (i.e., purchases for which the Buyer has not yet submitted an Order).

9.3. Assignments

Neither Party may assign or transfer any rights or obligations arising from a binding contract for the purchase of Equipment without the prior written consent of the other Party. However, Equirig may assign its claims against the Buyer for payment of the Purchase Price and any applicable fees, costs, and charges to an affiliate or third party without requiring the Buyer's consent. All other transfers or assignments require mutual consent.

9.4. Severability

If any provision of these Buyer Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be replaced by a valid provision that most closely reflects the original intent. This also applies to any gaps in these Buyer Terms.

9.5. Jurisdiction

Any disputes arising from or related to the relationship between the Seller and Equirig, and/or the Seller Terms of Service, will be exclusively subject to the courts of the Seller's country.

9.6. Language

These Buyer Terms are executed in English. In the event of any discrepancy between the English version and any translated version, the English version will prevail.