Terms of Bulk Sale Agreement

ecoATM, LLC (doing business as Gazelle), (“Gazelle,” “we,” or “us”) offers services (the “Gazelle Services”) and websites (including www.Gazelle.com), content, technologies and applications (the “Gazelle Websites”) through which you can sell more than ten (10) consumer electronic products (the “Products”) in bulk after receiving a quote from Gazelle by identifying your Products and their conditions and agreeing to the quote (each transaction, a “Bulk Sale”). You must agree to abide by the following terms in order to use the Gazelle Services and/or the Gazelle Websites.

BY CONTACTING US, OR BY USING GAZELLE’S WEBSITES, YOU SIGNIFY THAT YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS, WHICH MAY BE AMENDED AT ANY TIME BY POSTING THE AMENDED TERMS ON THE GAZELLE WEBSITES. ANY AMENDED TERMS WILL BE AUTOMATICALLY EFFECTIVE IMMEDIATELY AFTER THEY ARE POSTED. Gazelle reserves the right to terminate or suspend your use of the Gazelle Websites and/or the Gazelle Services if you do not comply with this Agreement or any other Gazelle policy or procedure, or for any other reason we determine, in our sole discretion.

  1. About These Terms. These terms govern any quote that you receive to sell your Products utilizing Gazelle Services and/or Gazelle’s Website. These terms and any supplemental terms or policies that accompany a specific transaction, feature or application, collectively, make up an agreement between you and Gazelle (the “Agreement”). You acknowledge that this Agreement is in electronic form and has the same force and effect as an agreement in writing. In this Agreement, the term “you” or “your” means an individual or entity exercising rights under this Agreement.
  2. Requirements for Bulk Sale. In order to complete a Bulk Sale with Gazelle, you must: (i) Contact us; (ii) Provide true, up to date and accurate information that is required about yourself , your company, your agency) and any Products you submit to us; (iii) Comply with all terms and conditions of this Agreement; (iv) Comply with all applicable laws and regulations, including all import and export laws, as described in Section 15 below; (v) Be over eighteen (18) years of age and have the legal capacity to enter into agreements and to convey title and interest in any Products that you submit to us; (vi) Represent and warrant that you have the power and authority to transfer all right, title and interest in Products to Gazelle, and that nothing prevents you from selling your Products to us; (vii) Ship any and all Products to Gazelle from within the United States; and (vii) Transfer all rights, title and interest in and to the Products.
  3. In order to receive payments for any Products in connection with a Bulk Sale, you must provide us with information, including a valid email address at which you are able to receive email, a valid postal address at which you are able to receive mail, your first and last name, and, if applicable, the name of the legal entity which has title of the devices that you are selling to us.
  4. Gazelle shall not be responsible for communication errors should your contact information be inaccurate or incomplete. You are responsible for ensuring that you can receive emails from Gazelle, and Gazelle is not responsible for any emails that were not received by you because they were blocked or filtered as spam. You understand and agree that if you fail to provide us with accurate and up to date information about yourself: (i) we will not be responsible for any misapplied Bulk Sale payments or Bulk Sale payments sent to a wrong address, and (ii) any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. You agree that we have no obligation to you if any of your unclaimed funds are turned over to governmental authorities in accordance with applicable law.
  5. Shipping – Shipping is free. Gazelle will provide you with a prepaid shipping label and boxes for shipment. Free shipping is only valid within the United States based on the original delivery address.  Any cost of shipping for failing to use the supplied label is your responsibility.
  6. Product Eligibility. Gazelle determines, in its sole discretion, which Products are eligible for Bulk Sale by or through the Gazelle Services and Gazelle Websites and for which eligible Products Gazelle will provide a quote. Gazelle may terminate the eligibility of certain Products at any time and without advanced notice, but such termination will not affect any Products for which you have already accepted a quote, which is good for thirty (30) days, except as set forth in Section 9 below.
  7. Condition Defined for Bulk Sale. Gazelle uses two (2) basic Product conditions to grade Products for Bulk Sale. Conditions can vary widely between categories and types of Products. Broadly, Gazelle’s Product definitions are as follows: Good or Normal wear and tear: the item has visible signs of use, but is otherwise 100% functional. Broken or Functional or physical problems: the item does not turn on, one or more Product functions is non-operative or the item has serious physical damage that inhibits use (e.g. broken or cracked screen or missing parts). 
The above definitions are broad guidelines. More specific condition definitions specific to the category and/ or type of Product may be included on the offer and serve as the effective condition definition for that product. Condition definitions are subject to change at Gazelle’s discretion. If you are uncertain about your Product’s condition, please seek guidance by contacting Gazelle’s Bulk Purchase customer care: bulksales@gazelle.com.
  8. Product Valuation. All quotes will be based on Gazelle’s own determination of the Products value in reliance on the accuracy of the information you supply us. Gazelle will use its discretion to determine the Product value, weighing factors that may include the Products’ model, functionality and condition and whether necessary Product accessories have been provided by you. Upon receiving a quote, you have the option of accepting or rejecting that quote. Acceptance indicates you are willing to provide your Products to Gazelle at the quoted price. If you do not accept Gazelle’s quote, the specific transaction expires. If after rejecting the quote you change your mind and want to accept the quote, you will need to open another transaction with us at which point, assuming the Products are still eligible for purchase, the new quote may be different as Product prices are subject to change.
  9. Fitness for Sale. Phone and Internet Service. You must have all right, title, and interest in any and all Products you seek to sell to Gazelle and all Products must be able to be activated for new service (unless the Product is incapable of being activated because it is in “Broken” condition). The Products and the sale and shipment of such items to Gazelle: (i) must comply with all applicable laws, statutes, ordinances, including without limitation all import and export laws as described in Section 18 below, (ii) may not infringe on third party intellectual property rights (including copyrights, trademarks, patents, trade secrets or other proprietary rights), and (iii) shall not be stolen, fraudulent, fake, counterfeit, imitation, a mock-up, a dummy or a reproduction of an electronic device. You represent and warrant that the Products are free of any liens or encumbrances, including third-party software which may not be transferred or for which royalties are due. By using the Gazelle Services and Gazelle Websites, you agree to indemnify Gazelle from all claims or losses sustained by Gazelle as a result of any breach of your representations and warranties. It is your responsibility to discontinue phone, Internet and/or any similar service on your Products prior to selling it to Gazelle. Gazelle is not responsible for any service charges related to your Products, whether you incur such charges before, during, or after your use of the Services. It is also your responsibility to remove any security codes that would prevent use of any Product.
  10. Sending Gazelle Your Products for Bulk Sale or Return. When packaging your Product, be sure to include all materials included in your description when we calculated your quote for Bulk Sale. This may include software, accessories, adapters, and manuals. Failure to include any items you told us about when the quote was calculated, or sending us a Product which does not match your original description, may impact the final value of your Products and may result in a revised quote.
  11. Removing Data From Your Products. We suggest you remove any personal, private, or confidential files or information stored on your Products before you send your Products to Gazelle. Gazelle removes and/or destroys all personal data from all Products we receive. For Products that store files and/or personal data on hard drives, memory chips or the like, you are solely responsible for backing up and storing any data you wish to keep from your Products. Gazelle’s standard practice is to do a factory reset of all Products received, which removes things like contacts, pictures, etc. Gazelle will also attempt to destroy other types of data that may be stored on the Products or the Products’ memory chips. Where possible Gazelle uses software that follows Department of Defense guidelines for data removal. If data cannot be removed from the Product or Product memory chips the Product or Product memory chips may be destroyed rather than recycled.
  12. Product Inspection; Quote Recalculation. Your Products must be received by Gazelle on or before the Expiration date listed on your quote provided by Gazelle (the “Delivery Period”) or the quote shall automatically expire. Packing and shipping recommendations provided to you by Gazelle should be followed in order to avoid possible damage to or loss of the Products in transit. Gazelle will inspect all Products that are received. Gazelle has the option to accept or reject the Products, including without limitation, to reject any Products not conforming to the description you provided to us, any Product modified in such a way that it no longer conforms to the original factory specifications, any Product no longer complying with applicable laws or regulations (e.g., FCC rules, etc.) and/or any Products damaged or lost in transit. If Gazelle rejects the Products for any of these reasons, the original quote automatically expires and is rescinded. Gazelle reserves the right to revoke the original quote and provide a revised quote for the Products if: (i) the Products and/or materials are not as described, (ii) the Product is received by Gazelle after the Delivery Period, and/or (iii) Gazelle receives Products that are different from those identified when your quote was calculated. As described above, Gazelle typically honors the quote price you receive for your Products on the Site for a period of thirty (30 days); sometimes for a longer period of time in connection with a temporary extended price-lock quote (each a “Price-Lock Quote”). Notwithstanding any Price-Lock Quote, Gazelle always reserves the right to recalculate the original quote price and provide a revised quote for the Products if, during the Price-Lock Quote period, the market price for your Products has declined by more than thirty percent. Gazelle shall determine the market price during such applicable period and whether there has been any such decline in its sole discretion. If you elect not to accept the recalculated quote price, your Products will be returned to you.
  13. Recalculated Product Quotes after Inspection. In the event Gazelle recalculates the quote it provided for the Products after it has been received and inspected for Bulk Sale, as described above, you shall have the option of accepting or rejecting the new quote. If you accept the new quote, you will be paid in normal course and in accordance with these service terms. If you reject the new quote, Gazelle will return the Products to you at the address from which it was originally sent. Gazelle will give you a period of five (5) business days days after Gazelle presents you with a recalculated quote via email at the address you provided to accept or reject the new quote (the “New Quote Period”). Gazelle will also remind you of the outstanding new quote one or more times during the New Quote Period. However, if the new quote is neither affirmatively accepted nor rejected by you during the New Quote Period, the new quote will be deemed to have been accepted by you and you will be paid the new quote price in the normal course and in accordance with these service terms. For the avoidance of doubt, your acceptance of the original quote and/or any new quote is final and you may not change your mind later about accepting such quote.
  14. Releasing Rights to Product. Once you send Gazelle your Products for Bulk Sale, Gazelle cannot and does not guarantee that it will be able to honor any request for return of the Products and/or any data or information contained in such Products. Of course, if Gazelle rejects the Products or you do not accept any new quote for the Products pursuant to Sections 9 and 10 (“Return Circumstances”), your Products will be returned to you as set forth in Sections 9 and 10.
  15. Risk-Of-Loss. You remain responsible for the risk-of-loss for the Products sent to Gazelle for Bulk Sale until delivery of the same to Gazelle. You are responsible for any damages that may occur to your Products while in transit. Gazelle is responsible for risk-of-loss when it opens the packaging containing your Products and ceases in the event Gazelle returns your Products to you for any reason. For the avoidance of doubt, in such event, risk of loss will be transferred to you once Gazelle delivers the package to the carrier for return to you and you will bear the risk-of-loss while the Products are in transit.
  16. Passing of Title. Title to the applicable Products sent to Gazelle for Bulk Sale passes to Gazelle upon the post mark date on the envelope containing the payment check or issuance of electronic payment (“Payment Issuance”). If there is a Return Circumstance, title shall not pass and shall remain with you.
  17. Non-Transferable. Any quote by Gazelle for your Products for Bulk Sale is non- transferable and not redeemable for any other consideration other than what is quoted by Gazelle.
  18. Compliance with Applicable Laws. You agree to comply with all applicable laws and regulations related to this transaction. You agree that all devices will be shipped from within the United States.  You agree to comply fully with all import and export laws, regulations, rules and orders of the United States, or any foreign government agency or authority, and that you will not directly or indirectly transfer any Products without proper authorization from the U.S. and/or foreign government. You bear responsibility for and assume all expenses relating to your compliance with the described laws, regulations, rules and orders, and for obtaining all necessary authorizations and clearances in order to convey any Products to Gazelle in connection with a Bulk Sale, including without limitation, valuation, classification and duties applicable with the import of any goods. Please note: U.S. trade sanctions administered by the Office of Foreign Assets Control (OFAC) generally prohibit the importation into the United States (including U.S. territories), either directly or indirectly, of most goods, technology, or services (except information and informational materials) from, or which originated from Cuba, Iran, Iraq, Libya, North Korea, Serbia, or Sudan; from foreign persons designated by the Secretary of State as having promoted the proliferation of weapons of mass destruction; named Foreign Terrorist Organizations; designated terrorists and narcotics traffickers. You may not request a quote or provide to Gazelle for sale, any Products that would violate the provisions of this Section 15.
  19. From time to time, and at Gazelle’s sole discretion, Gazelle may offer promotional programs as an incentive to customers. Promotions applicable to payments are applied as an increment to the final value of a customer’s Products, but they are not considered a change in that final value. Promotional programs have explicitly defined terms, including but not limited to, expiration, usage per person and per transaction, and other limitations and restrictions. Unless otherwise stated, promotions must be specifically noted in the quote applied. Gazelle reserves the right, in its sole discretion, to cancel or refuse promotions.
  20. Accuracy of all Information. Gazelle makes every effort to ensure the accuracy of all information you receive in relation to your Products. From time to time, however, there may be typographical errors, technical inaccuracies, pricing or other errors or omissions. As such, Gazelle reserves the right, at any time prior to payment, to: (i) Correct an error. (ii) Change the quote. In the event the Products have already been sent to Gazelle for Bulk Sale, the changed quote will become a New Quote subject to the processes set forth in Section 9 and Section 10. Otherwise, the changed quote will be a re-issued original quote, which you may accept or reject. (iii) Void a transaction. If the Products were already sent to Gazelle, Gazelle will be deemed to have rejected the Products resulting in a Return Circumstance subject to Section 11.
  21. Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.
  22. Electronic Notices and Transactions. You agree to transact with us electronically, including without limitation, agreeing to terms and conditions or offering to sell your Products by electronic means. You authorize Gazelle to provide you with terms and important notices about Gazelle and your transactions to an email address you provide to us or by posting notices on an applicable page (or my account area) on www.gazelle.com. It is your duty to keep your email address accurate and up to date and to maintain a valid email address and to ensure that emails we send you are not filtered or stopped by spam filters or other types of email blocking functionalities. If you no longer desire to transact electronically with us, you may no longer use the Gazelle Websites or Gazelle Services.
  23. You are responsible for obtaining at your own expense all equipment and services needed to access and use the Gazelle Websites and the Gazelle Services, including all devices, Internet browsers and Internet access. If you access the Gazelle Website and the Gazelle Services through a mobile or wireless device, you are responsible for all fees that your carrier may charge you for data, text messaging and other wireless access or communications services.
  24. Use of Services. By using Gazelle Websites and/or Gazelle Services, you agree not to (i) access any of the Websites or Services by any means (including, without limitation, by use of scripts, web crawlers or similar methods) other than through the user interface provided by Gazelle; and (ii) engage in any other activity that interferes with or disrupts the Services or performance of the Gazelle Websites.
  25. No Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE GAZELLE SERVICES AND WEBSITES “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WE DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY. WE MAKE NO REPRESENTATIONS THAT YOUR TRANSACTIONS WITH GAZELLE WILL MEET YOUR REQUIREMENTS.
  26. Limited Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GAZELLE OR ITS DIRECTORS, MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS OR CONTRACTORS (COLLECTIVELY, THE “GAZELLE PARTIES”) BE LIABLE FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS OF YOU OR OTHER THIRD PARTIES WHATSOEVER WITH RESPECT TO YOUR TRANSACTIONS WITH GAZELLE UNDER THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF GAZELLE AND THE GAZELLE PARTIES (JOINTLY) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE GAZELLE SERVICES AND GAZELLE WEBSITES EXCEED THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO US OR (II) $100. THE LIMITATIONS SET FORTH IN THIS AGREEMENT WILL NOT LIMIT OR EXCLUDE LIABILITY FOR OUR GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, MALICIOUS OR RECKLESS MISCONDUCT, OR FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY PRODUCTS YOU PURCHASE THROUGH THE GAZELLE SERVICES.
  27. You agree to indemnify, defend, and hold harmless Gazelle and the Gazelle Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your violation or breach of any terms under this Agreement. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.
  28. Entire Agreement/No Waiver. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The captions are used only as a matter of convenience and are not to be considered a part of this agreement or be used in determining the intent of the parties to it. No waiver by Gazelle of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Sections 9, 11, 14, 16, 18, 21, 22, 25 through 31 shall survive termination of this Agreement.
  29. Correction of Errors and Inaccuracies. The Gazelle Websites and any correspondence related to a transaction may contain typographical errors or other errors or inaccuracies and may not be complete or current. Gazelle therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Gazelle does not, however, guarantee that any errors, inaccuracies, or omissions will be corrected.
  30. Gazelle reserves the right to modify this Agreement at any time. If you do not agree to the changes, you may discontinue using the Gazelle Websites and/or the Gazelle Services. Your continued use of any Gazelle Website and/or Gazelle Services after any such changes take effect constitutes your acceptance to such changes. Each time you submit Products for sale to Gazelle, you reaffirm your acceptance of this Agreement as in effect at the time of such use. You are responsible for reviewing this Agreement each time you use the Gazelle Websites and/or the Gazelle Services. The last date this Agreement was revised is set forth below.
  31. Applicable Law and Venue. THIS AGREEMENT AND THE TERMS OF SALE AND TRANSFER OF TITLE OF YOUR PRODUCTS ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH CALIFORNIA LAW AND TO THE EXTENT APPLICABLE, THE LAWS OF THE UNITED STATES. NO CONFLICT OF LAWS OR PROVISIONS OF ANY JURISDICTION WILL APPLY TO THESE TERMS AND CONDITIONS. YOU AGREE THAT ANY ACTION AT LAW OR INEQUITY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS WILL BE FILED ONLY IN STATE OR FEDERAL COURT LOCATED IN SAN DIEGO COUNTY, CALIFORNIA, AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS. ALL DISPUTES MUST BE ADJUDICATED IN THE ENGLISH LANGUAGE.

If you have any questions, concerns, or suggestions regarding the above Agreement, please feel free to email ecoatmlegal@ecoatm.com.

 

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