User Agreement

Hemmings Marketplace User Agreement
Effective Date: November 1, 2021

Hemmings Marketplace
User Agreement and Terms of Service

1. Introduction
These Hemmings Marketplace Terms of Service (the “ToS”), together with our User Agreement available at https://acbj.com/useragreement (“User Agreement”), and any additional applicable terms and/or conditions made available by us (collectively, together with the ToS and the User Agreement, the "Terms") govern your access to and use of Hemmings Marketplace. “Hemmings Marketplace” is an information and listing marketplace that brings together buyers and sellers of classic automobiles and other motor vehicles, parts, and services (each, an ”Item”), consisting of “Hemmings Auction”, “Hemmings Make Offers”, and other services.
The entity you are contracting with is Hemmings Motor News, Inc. (referred to as “Hemmings,” "we," "us,” or "our"). You agree to comply with all of the Terms when accessing or using the Hemmings Marketplace. All capitalized terms used in these ToS that are not explicitly defined herein shall have the meanings set forth in the Glossary of the User Agreement. The Hemmings Marketplace, and each component service, is explicitly deemed a “Service”, and all content and information provided by buyers and sellers via the Hemmings Marketplace are explicitly deemed “Content”, as such terms are defined and used in the User Agreement. In the event of any inconsistency between the provisions of these ToS and any similar provisions elsewhere in the Terms, the provisions of these ToS shall control and prevail, solely with respect to the Hemmings Marketplace.
Please be advised that the User Agreement contains “Arbitration, Waiver of Class Action Suits, and Dispute Resolution” provisions. These provisions say that, except for certain types of disputes, you agree that all disputes between you and us, including with regard to the Hemmings Marketplace, will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. Read more here.
2. About Hemmings Marketplace
  • Exclusivity. TO THE EXTENT YOU LIST AN ITEM FOR SALE IN THE HEMMINGS MARKETPLACE, YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT FOR THE PERIOD SUCH ITEM IS LISTED WITH US, YOU MAY NOT LIST, POST OR OTHERWISE MAKE AVAILABLE THE SAME ITEM ON ANY OTHER MARKETPLACE, DEALERSHIP, AUCTION OR LISTING SERVICE.
  • No Obligation to Accept Listings. You expressly acknowledge and agree that Hemmings has no obligation to make available your listing, or any particular Item, for sale via the Hemmings Marketplaces. For the sake of clarity, Hemmings reserves the right to reject or remove any listing at any time in our sole discretion for any reason without notice.
  • No Refunds. You will not receive any refund for rejected/removed Items or Items that do not sell in Hemmings Marketplace. For Hemmings Auctions, you will be charged only if your listing is accepted. If your listing in Hemmings Auctions does not sell or any reason, we will automatically list your Item as a Hemmings Make Offer without additional charge.
  • Hemmings Role. HEMMINGS MARKETPLACE ACTS ONLY AS A WAY FOR BUYERS AND SELLERS TO MEET AND COME TO AN AGREEMENT ON THE SALES PRICE FOR ITEMS. ALL NEGOTIATIONS AND THE ACTUAL CONTRACT FOR SALE IS DIRECTLY BETWEEN THE SELLER AND BUYER. ANY DISPUTES ARE TO BE RESOLVED DIRECTLY BETWEEN THE BUER AND SELLER. HEMMINGS IS NOT A BROKER OR DEALER AND DOES NOT SELL, EXCHANGE, BUY, OR OFFER FOR SALE, NEGOTIATE OR ATTEMPT TO NEGOTIATE, A SALE OR EXCHANGE OF AN INTEREST IN ANY ITEM LISTED FOR SALE ON THE HEMMINGS MARKETPLACE. HEMMINGS IS ALSO NOT A TRADITIONAL AUCTIONEER, NOR DOES HEMMINGS CALL BIDS AT A LIVE AUCTION. HEMMINGS DOES NOT HOLD OR POSSESS TITLE FOR ANY ITEM LISTED FOR SALE ON THE HEMMINGS MARKETPLACE. HEMMINGS DOES NOT TRANSFER TITLE OR LEGAL OWNERSHIP OF ITEMS FROM THE SELLER TO BUYER. HEMMINGS HOLDS NO INVENTORY, OFFERS NO GUARANTEE OF PURCHASE, SALE OR TRANSFER. HEMMINGS IS NOT AN AGENT OF ANY USER. OTHER THAN THE TERMS (AS DEFINED ABOVE), HEMMINGS IS NOT A PARTY TO ANY AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY PURCHASE AND SALE OR AGENCY AGREEMENT WITH ANY USER. HEMMINGS DOES NOT OFFER OTHER ANCILLARY PRODUCTS AND/OR SERVICES SUCH AS FINANCING, SERVICE CONTRACTS, MECHANICAL BREAKDOWN INSURANCE, REGISTRATION/TITLING, OR TRANSFER ESCROW SERVICES. While we may make available in Hemmings Marketplace certain information regarding pricing, make, model, condition and other information, such guidance is solely informational and based on information provided by the buyer and seller and you may decide to follow it or not. Also, Hemmings has no control over and does not guarantee: the existence, quality, representations of seller, safety or legality of Items advertised; the truth or accuracy of users' Content or listings; the ability of sellers to sell Items; the ability of buyers to pay for Items; or that a buyer or seller will actually complete a transaction. Subject to the Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Hemmings Marketplace as permitted by the features thereof. Hemmings reserves all rights not expressly granted herein in the Hemmings Marketplace. Hemmings may terminate this license at any time for any reason or no reason.
3. Restrictions on Using Hemmings Marketplace
In addition to all restrictions set forth in the User Agreement, you may not do any of the following in connection with using or accessing the Hemmings Marketplace:
  • post, list or upload Content or Items in inappropriate categories or areas on Hemmings Marketplace;
  • manipulate the price of any Item or interfere with any other user's listings;
  • post false, inaccurate, misleading, deceptive, defamatory, or libelous Content in your listings;
  • harvest or otherwise collect information about users without their consent; or
  • circumvent any technical measures we use to provide the Hemmings Marketplace and/or component services.
If we believe you are abusing the Hemmings Marketplace in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to the Hemmings Marketplace, delay or remove Content and/or listings, and take technical and/or legal steps to prevent you from using the Hemmings Marketplace. We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue the Hemmings Marketplace. Additionally, we reserve the right to refuse or terminate all or any component of the Hemmings Marketplace to anyone for any reason at our discretion.
4. Disputes and Policy Enforcement
All disputes between buyers and sellers are to be resolved directly by such parties, without the involvement of Hemmings. If an issue arises in your transaction through Hemmings Marketplace, please take it up directly with the buyer or seller. Hemmings has no obligation to intervene in such disputes. We do not guarantee, and you hereby explicitly acknowledge and agree that Hemmings has no obligation, to take any particular action, or any action at all, with respect to such disputes (even in instances where a buyer or seller has violated the Terms). To the extent Hemmings, in its sole discretion, decides to assist a buyer or seller in a dispute, we may consider the user's performance history and the specific circumstances in applying our policies and we may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers.
5. Fees
  • Hemmings Marketplace. In addition to all fees and payment provisions of the User Agreement, the following provisions of this Section 5 also apply to Hemmings Marketplace. If you are a seller, you shall not charge the buyer additional fees over and above the bid or listing price such as “dealer fees”, “document fees”, etc. The bid or listing price is the final price of the Item to be paid to the seller. You must have a payment method on file when buying or selling through the Hemmings Marketplace and pay all fees and applicable taxes associated with the Hemmings Marketplace by the date posted thereon. All information that you provide in connection with a monetary transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Hemmings Marketplace at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, retain collection agencies and legal counsel. In addition, you may be subject to late fees. Hemmings, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. Seller fees don't purchase exclusive rights to Item exposure on the Hemmings Marketplace, whether on a web page, mobile app, or otherwise. We may, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers, display third-party advertisements (including links and references thereto) or other Content in any part of the Hemmings Marketplace.
  • Hemmings Auctions. In addition to the above and all fees and payment provisions of the User Agreement, the following additional provisions of this Section 5 also apply to Hemmings Auctions. A bid or offer initiates a non-binding transaction representing a buyer's serious expression of interest in buying the seller's Item and does not create a formal contract between the buyer and the seller. The fees we charge the buyer for using Hemmings Auctions are shown in the Hemmings Marketplace which is based on a percentage of the winning bid amount. We may change our buyer fees from time to time by posting the changes on the Hemmings Marketplace. If you are a seller, you are responsible for a listing fee at the time an Item is listed on the Hemmings Marketplace. The amount of the listing fee is posted on the Hemmings Marketplace. If you as a seller offers or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Hemmings Auctions, you may be liable to pay the buyer fee applicable to that Item, even if the Item doesn't sell, given your usage of Hemmings Auctions for the introduction to a buyer.
6. Listing Conditions
When listing an Item in Hemmings Marketplace:
  • You are responsible for the accuracy and Content of the listing and Item offered
  • For Hemmings Auctions, once a successful bid is made at or over the reserve price, then the Item is sold to that bidder for that bid amount. For Hemmings Make Offers, you may negotiate with potential buyers and have no obligation to accept the list price. It shall be the responsibility of the buyer and seller to contact one another and arrange for payment of the winning bid/sale price and delivery or pick up of the Item by the buyer. It is the buyer’s responsibility to arrange for pick-up of the Item.
  • Content that violates the Terms or any of Hemmings’ policies may be modified, obfuscated or deleted at Hemmings’ discretion without notice.
  • We may revise product data associated with listings to supplement, remove, or correct information at Hemmings discretion without notice.
  • Metatags and URL links that are included in a listing may be removed or altered at Hemmings discretion without notice.
7. Seller and Buyer Obligations
  • Sellers. In connection with Hemmings Auctions, sellers agree to provide to us a reserve amount indicating the minimum price at which the seller will agree to sell the applicable Item (the “Reserve”). Seller may reduce or waive the Reserve during the auction by notifying Hemmings of the change via email. In connection with Hemmings Make Offers, sellers agree to provide a list price for each Item. Seller may change or waive the list price at any time as permitted by available functionality of Hemmings Marketplace. If we believe you are abusing the Hemmings Marketplace in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to the Hemmings Marketplace, remove listings and take technical and/or legal steps to prevent you from using the Hemmings Marketplace.
  • Buyers. Each buyer acknowledges and agrees that (i) a winning bid submitted via Hemmings Auctions, or a sale price agreed upon via Hemmings Make Offers, is binding on the buyer with respect to applicable buyer’s fees, and (ii) buyer is responsible for all applicable government fees and taxes for Items listed via the Hemmings Marketplace. Sellers are not responsible for any shipping or delivery fee. We recommend that an in-person inspection take place, however you acknowledge and agree that Hemmings bears no risk associated with purchasing of an Item listed via the Hemmings Marketplace, whether or not any inspection is performed and we make no warranties and bear no risk or responsibility whatsoever with respect to any recommended third party inspection services provided to you.
8. Purchase Conditions
When buying an Item, you agree that:
  • You are responsible for reading the full Item listing before making a bid or commitment to buy, contacting the seller to verify the physical condition, make and model of the Item and performing all due diligence of the physical condition and title of the Item. We recommend that you physically inspect the Item before purchasing.
  • a bid or offer initiates a non-binding transaction representing a buyer's serious expression of interest in buying the seller's Item and does not create a formal contract between the buyer and the seller.
  • The prices listed by sellers exclude government fees and taxes, registration and titling fees, regulatory and electronic processing charges, inspection charges, emission testing charges, and any other fees required by law. All amounts listed on the Hemmings Marketplace are in U.S. dollars.
  • We do not transfer legal ownership of Items from the seller to the buyer.
  • You agree to pay the buyers fee to Hemmings if you are the successful bidder/purchaser of the Item. This amount will be charged to your credit card on file at the time your bid/offer is accepted by the seller. You represent that you are capable of paying the price for the Item indicated by a bid/listing, as well as the buyer’s fee, and any and all additional fees associated with your offer or bid.
9. Authorization to Contact You; Recording Calls; Analyzing Message Content
Hemmings may contact you via any of the contact information we learn about you, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce the Terms, our policies, applicable law, or any other agreement we may have with you. Hemmings may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Hemmings or its agents for quality control and training purposes, or for its own protection.
10. Privacy of Others; Marketing
If Hemmings provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Hemmings Marketplace. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the express prior consent of the specific user to do so.
11. Disclaimer of Warranties; Limitation of Liability
We try to keep the Hemmings Marketplace safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to the Hemmings Marketplace. Bid update and other notification functionality in the Hemmings Marketplace may not occur in real time. Such functionality is subject to delays beyond our control. In addition to all disclaimers and limitations set forth in the User Agreement, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
  • pricing, shipping, format, or other guidance provided within Hemmings Marketplace;
  • the Content, actions, or inactions of third parties, including Items listed using the Hemmings Marketplace, the destruction of Items, or allegedly fake Items;
  • the duration or manner in which your listings appear in search results; or
  • your need to modify practices, Content, or behavior, or your loss of or inability to do business, as a result of changes to the Terms or our policies.
12. Release
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
13. General
Except as otherwise provided in the ToS, if any provision of the ToS is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign the ToS, and in such event, we will post notice on our site or otherwise notify users. Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take a specific action, or any action at all, in response to al breach of our Terms. We may amend the ToS at any time, in which case we will post the amended terms on this page. Our right to amend the ToS includes the right to modify, add to, or remove terms in the ToS. Your continued access or use of the Hemmings Marketplace constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the ToS through an electronic click-through. The ToS may not otherwise be amended except through mutual agreement by you and a Hemmings representative who intends to amend the ToS and is duly authorized to agree to such an amendment. The policies and terms posted on the Hemmings Marketplace may be changed from time to time. Changes take effect when we post them on the Hemmings Marketplace. If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to the ToS. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the ToS. Our Terms set forth the entire understanding and agreement between you and Hemmings with respect to the Hemmings Marketplace, and supersede all prior understandings and agreements of the parties.