LIVE OFFER RULES

The following General Rules (the “Rules) govern the use of the live offer platform made available by biproxi, Inc. (“biproxi”) at www.biproxi.com (the “Live Offer Platform”) and to participate in live offers created on the Live Offer Platform (each, an “Live Offer”). The purpose of the Live Offer Platform is to provide an online platform for Brokers to make invitations for offers from Buyers to purchase Property for sale by Sellers (“Seller Listings”), for Buyers to place those offers (“Offers”), and for Sellers to accept those offers (collectively, the “Transaction”).

  • 1. Eligibility.
    • The Live Offer Platform is open only to users of biproxi who are licensed real estate brokers (each, a “Broker”), owners of real property with an intent to sell such real property (“Property”) who are represented by a Broker (each, a “Seller”), and buyers of real property with the legal and financial capacity to make binding offers to purchase Property (“Buyers”). Brokers, Sellers and Buyers participating in a Live Offer are hereinafter referred to as “Participants.” Participants must create a biproxi account and maintain the account in good standing in order to participate in any Live Offer. Participants may create an account by signing up on the registration page. Participants must be able to enter into legally binding contracts under applicable law. Without limiting the above, minors under the age of 18 may not participate in a Live Offer. Biproxi reserves the right to deny, limit, or impose at any time conditions on creating Live Offers, access to the Live Offer Platform, or making Offers, for any reason including, without limitation, Participant’s solvency, credit history, and transaction history.
  • 2. Listing and Selling.
    • Creation. Only Brokers may create a Live Offer. Live Offers are initiated by Brokers by completing the Live Offer Sign-up for each Property placed in the Live Offer and signing the Participant User Agreement for Brokers. A Live Offer is not created until the Seller owning the Property approves the Live Offer and signs the Participant User Agreement for Sellers. Live Offers will begin at the times made available by biproxi and established by Broker (the “Live Offer Period”). Buyers may make Offers during the portion of the Live Offer Period established by Broker (the “Acceptance
    • Sale Agreement. Brokers must post a purchase and sale agreement (the “Sale Agreement”) on the Property home page prior to commencement of a Live Offer.
    • Minimum Acceptable Offer. A minimum acceptable Offer price may be set by the Broker at any time prior to commencement of the Live Offer (the “Minimum Acceptable Offer”). If no Minimum Acceptable Offer is set prior to commencement of a Live Offer, the Live Offer will be advertised as absolute without a Minimum Acceptable Offer, and a Minimum Acceptable Offer may not be added later. If a Minimum Acceptable Offer is set prior to commencement of a Live Offer, the Live Offer will be advertised as traditional, and the Minimum Acceptable Offer may by lowered (but not raised) at any time during the Live Offer. The amount of the Minimum Acceptable Offer will not be displayed.
    • Seller Offers. A Seller may not make Offers to purchase its own Property (including, without limitation, through an account of another Participant); provided a Seller, or a Broker acting on behalf of a Seller, in a traditional Live Offer may enter an Offer using their own account that is less than the Minimum Acceptable Offer and that will not result in the sale of the Property. All such Offers shall be disclosed as Offers from the Seller.
    • Completion of Live Offer. If a Seller creates a Live Offer and receives one or more Offers at or above the Minimum Acceptable Offer, if any, from a Buyer before the end of the Acceptance Period, Seller must sell the Property to the Buyer making the highest Offer in accordance with the Rules then in effect. The Acceptance Period will end at the time designated by Broker; provided, however, the Acceptance Period and Live Offer Period will automatically be extended for two minutes after any Offer made by a Buyer within two minutes of the end time of the Acceptance Period, as may have been previously extended.
    • Changes. Once the Live Offer Period commences, neither Brokers nor Sellers may terminate a Live Offer. Brokers may change the terms of a Live Offer at any time prior to commencement of the Live Offer Period. Following commencement of the Live Offer Period but prior to commencement of the Acceptance Period, Broker may change: the Acceptance Period, the minimum Offer, the Offer increments and the Minimum Acceptable Offer. Following commencement of the Acceptance Period, Broker may extend the Acceptance Period once for up to thirty (30) days, lower the minimum Offer and lower the Minimum Acceptable Offer. No other changes to a Live Offer may be made once the Live Offer Period commences.
  • 3. Offers and Buying.
    • Qualification. Only Participants with the financial resources and capacity to purchase Property at the highest Offer placed by such Participant may participate as a Buyer in a Live Offer for such Property. Biproxi is not responsible for the underwriting of Buyer financial resources and capacity to purchase the Property. Only Participants with a biproxi account in good standing at the time of placing an Offer and throughout the term of the Live Offer may place and maintain an Offer. Biproxi reserves the right to withdraw any Offer from a Buyer that does not maintain an account in good standing or otherwise breaches the Rules or the Terms of Use.
    • Approval. Buyers must be approved by the Broker prior to making an Offer in a Live Auction created by such Broker. Participants may apply for approval as a Buyer in a Live Offer by clicking the bid application button on the Live Offer home page. Buyers may make Offers only through the Broker using the Live Offer Platform.
    • Making Offers. Prior to making the first Offer in any one Live Offer, a Buyer must execute the Participant User Agreement for Buyers that will apply to all future Offers in such Live Offer. Broker, Seller and Buyer must disclose to biproxi in writing any offers to purchase or sell the Property that are made or received outside the Live Offer Platform.
    • Offers are not retractable. If a Buyer places a Winning Offer, the Buyer shall complete the Transaction in accordance with the Rules then in effect.
    • Winning Offers. A Winning Offer is the highest Offer at or above the Minimum Acceptable Offer, if any, submitted by a qualified and approved Buyer during the Live Offer Period and is acknowledged by biproxi as the highest Offer by email or telephone to the Buyer making the Winning Offer (the “Winning Buyer”).
    • Purchase and Sale Agreement. The Winning Buyer and Seller are required to enter into the Sale Agreement within twenty-four (24) hours following the announcement of the Winning Buyer. Participants may not negotiate the Sale Agreement, and no changes to the Sale Agreement may be made following commencement of a Live Offer.
  • 4. Participant Information.
    • Participant information includes any information Participant provides to biproxi or other Participants, including, without limitation, information provided in connection with registration, Seller Listings, Offers, or other processes made available on the Live Offer Platform, by E-mail, or otherwise (“Participant Information”). Participant is solely responsible for Participant Information, and biproxi only acts as a passive conduit for Participant’s online distribution and publication of Participant Information. Participant represents and warrants that its Participant Information: (i) shall be true and complete and shall not omit any information the absence of which would render the Participant Information misleading, (ii) shall not infringe any third-party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (iii) shall not violate any law, statute, ordinance, or regulation (including without limitation those governing consumer protection, unfair competition, antidiscrimination, or false advertising); (iv) shall not be defamatory, trade libelous, threatening, or harassing; (v) shall not be obscene, contain child pornography, or be pornographic or indecent; and (vi) shall not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information. Furthermore, Participant shall not post on the Live Offer Platform or anywhere else on biproxi’s web site or sell through the Live Offer Platform any item that, by paying to biproxi any fee, could subject biproxi to any liability or cause biproxi to violate any applicable law, statute, ordinance, or regulation. Participant grants biproxi a nonexclusive, worldwide, perpetual, irrevocable, royalty free, sublicensable (through multiple tiers) right to exercise the copyright and publicity rights in Participant Information, including without limitation the right to post information about a successful Live Offer or Transaction, in any media now known or not currently known; provided biproxi shall use Participant Information only in accordance with the biproxi Privacy Policy.
  • 5. System Integrity.
    • Participant shall not use any device, software, routine or other means of access that interferes or attempts to interfere with the proper working of the biproxi web site or any Live Offer or Transaction. Participant shall not take any action which imposes an unreasonable or disproportionately large load on biproxi infrastructure. Participant shall not disclose or share Participant passwords or account information with any third parties or use Participant passwords or accounts for any unauthorized purpose.
  • 6. Limitation on Services.
    • The Live Offer Platform is a venue for Brokers to conduct Live Offers. Biproxi is not involved in the actual Live Offer or Transaction. BIPROXI IS NOT ACTING AS A REAL ESTATE BROKER OR AGENT. Biproxi provides no legal or tax advice and makes no representations or warranties regarding the legality or enforceability of the Sale Agreement. Each Participant acknowledges and agrees that biproxi has no control over: (i) the Seller Listings, including, without limitation, the quality, truth, or completeness of any information provided therein; (ii) the legality of the Transaction; (iii) the ability of Sellers to sell the Property; (iv) the ability of Buyers to buy the Property; (v) whether Sellers will complete a Transaction; or (vi) whether Buyers will complete a Transaction.
  • 7. Disputes.
    • Biproxi is not a party to the Live Offer, the Sale Agreement or the Transaction and shall have no obligation to enforce the Sale Agreement or the Transaction. Should a dispute arise between a Buyer, Seller, and/or other Participant, biproxi will not act as mediator between the involved parties. Resolution of disputes is the full and sole responsibility of the involved parties.
  • 8. Assumption of Risk & Release.
    • We make no representations or warranties regarding the legality or enforceability of the Live Offer or the Transaction. YOU ASSUME ANY AND ALL RISKS, KNOWN OR UNKNOWN, NOW EXISTING OR LATER ARISING, RELATED TO THE USE OF THE AUCTION PLATFORM, INCLUDING, WITHOUT LIMITATION, PARTICIPATION IN ANY LIVE OFFER, OFFERS, LISTING, COMPLETING TRANSACTIONS, DEALING WITH FOREIGN NATIONALS, UNDERAGE PERSONS, OR PEOPLE ACTING UNDER FALSE PRETENSE; OR THE UNAUTHORIZED OR AUTHORIZED USE OF YOUR ACCOUNT AND PASSWORD. To the maximum extent permitted by law, Participant irrevocably releases biproxi (and biproxi’s shareholders, directors, officers, agents, and employees) from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. In connection with the releases set forth above, Participants waive all rights, benefits and protections under Section 1542 of the Civil Code of California, as well as under any other statutes, legal decisions or common law principles of similar effect to the extent that such rights, benefits or protections may contravene the provisions of this paragraph. Section 1542 of the Civil Code of California states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
  • 9. No Control.
    • Biproxi is not acting as an agent of any Participant, and biproxi does not and cannot control the content of any Seller Listing, Buyer’s Offer or any Participant’s other communications. By its very nature, other people’s information may be offensive, harmful or inaccurate, and in some cases may be misleading or deceptive. Each Participant is solely responsible for the content of their communications and for determining the veracity of every other Participants communications and the extent to which they wish to rely upon such communications.
  • 10. NO WARRANTY.
    • BIPROXI PROVIDES THE BIPROXI WEB SITE AND BIPROXI SERVICES “AS IS” AND EXPRESSLY DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BIPROXI OR ITS AGENTS, OWNERS, OR EMPLOYEES SHALL CREATE A REPRESENTATION OR WARRANTY, AND PARTICIPANT MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
  • 11. Indemnity.
    • Participant shall indemnify, defend, save, and hold harmless biproxi and its officers, agents, representatives, and employees from and against any and all liability, loss, damage, cost, and expense, including reasonable attorney’s fees, paid or incurred by reason of: (i) any breach or claim of breach of any of Participant’s representations, warranties, or covenants; (ii) Participant’s use of the Live Offer Platform or participation in any Live Offer; or (iii) any dispute between Participant and another Participant or third party. The provisions of this paragraph shall survive any termination of this Agreement, in whole or in part, for any reason whatsoever.
  • 12. LIMIT OF LIABILITY.
    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BIPROXI, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS WEB SITE OR THE BIPROXI SERVICES, BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR THE LIKE) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE AUCTION PLATFORM, EVEN IF BIPROXI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WHATSOEVER SHALL THE LIABILITY OF BIPROXI, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE AUCTION PLATFORM, TO PARTICIPANT OR ANY THIRD PARTIES EXCEED THE TOTAL FEES PARTICIPANT PAID TO BIPROXI IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
  • 13. General Compliance with Laws.
    • Participant shall comply with all applicable laws, statutes, ordinances, and regulations regarding Participant’s use of the Live Offer Platform, and Participant’s bidding on, listing, purchasing, and selling Property.
  • 14. Notices.
    • Except as explicitly stated otherwise, any notices shall be given by e-mail to contact@biproxi.com (in the case of biproxi) or to the e-mail address Participant provides to biproxi during the registration process (in Participant case). Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, biproxi may give Participant notice by certified mail, postage prepaid and return receipt requested, to the address provided to biproxi during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
  • 15. General.
    • The Rules, together with the Participant User Agreement, the Terms of Use, and the Privacy Policy incorporated herein (collectively, the “Agreement”), represents the complete and final agreement between the parties and supersedes any and all prior oral or written agreements in their entirety between biproxi and Participant regarding the Live Offer Platform, the Live Offer, the Transaction and any use of the biproxi website. The Agreement may be amended only in writing. Biproxi may postpone or cancel a Live Offer, rearrange the order or sequence of the Properties in the Live Offer, modify this Agreement by posting notice of modification on the Property home page, remove any Property from the Live Offer, or prohibit Buyers from making any Offers. This Agreement shall be deemed made and entered into in the State of California and shall be governed and construed under and in accordance with the laws of the State of California. No conflicts-of-law rule or law that might refer such interpretation to the laws of another state, republic, or country shall be considered. The parties further acknowledge and agree that any legal action arising as a result of this Agreement shall occur in the State of California, and the parties agree to consent to jurisdiction and venue exclusively within California. Participants covenant and agree that if biproxi fails or neglects for any reason to take advantage of any of the terms provided for herein, any such failure or neglect shall not be a waiver of any of the terms, covenants, or conditions of this Agreement. None of the terms, covenants, and conditions of this Agreement can be waived by biproxi except in writing. If any word, sentence, paragraph, clause, or a combination in this Agreement is found by a court or executive body with judicial powers having jurisdiction over this Agreement or any of the parties, in a final and unappealable order, to be in violation of any law, such words, sentences, paragraph, clauses, or combinations shall be inoperative and the remainder of this Agreement shall remain binding upon the parties.