The nature of the relationship among Paddle8, Inc. ("Paddle8," “Gavel&Grand;,” "us" or "we"), the seller and the buyer with respect to the Lots offered for sale on Gavel&Grand.com; (the "Site") or offered for sale at a live event using Gavel&Grand;’s bidding services (“Live Event Bidding”) is set forth in these Conditions of Business. The Conditions of Business, in conjunction with other terms and conditions listed on the Site or at a live event by Gavel&Grand; or the seller, if any, and all other written information on the Site and at a live event, are Paddle8's and the seller’s entire agreement with the purchaser and any bidders relative to the Lots listed for sale. The Conditions of Business and all other written information on the Site or at the live event are subject to amendment by us by the posting of notices on the Site or at the live event. By participating in an auction sale, selecting a Buy Now purchase, or entering a donation on the Site or at the live event, you acknowledge that you are bound by these Conditions of Business.

The Site. Gavel&Grand; is an online platform for charities to sell art, collectibles and experiences to potential buyers (collectively, “Lots”). Lots may be offer for sale by the seller via auction or Buy Now purchase on the Site and/or via Live Event Bidding. Sellers using the Site and/or Live Event Bidding are independent businesses with their own terms and condition which may be applicable to the Lots offered for sale by them. If there is a conflict between a term or condition in these Conditions of Business and the seller’s or Gavel&Grand;’s terms and conditions listed on the Site or at the live event, then the applicable term or condition in the seller’s or Gavel&Grand;’s terms and conditions listed on the Site or at the live event shall apply. The Lots are offered for sale and sold by the seller directly to the buyer and Gavel&Grand; is not a party to the transaction. Gavel&Grand; shall not be an agent of the seller or the buyer. Gavel&Grand; is not responsible to the seller, except as contained in a written agreement between us and the seller, or to the buyer for any aspect of the exhibition or sale of the Lots.

Withdrawal of Lots. We and the seller reserve the right to withdraw any Lots from the Site and/or from live auction at any time and shall have no liability whatsoever for such withdrawal.

Bidding at Gavel&Grand; Auctions on the Site. We will provide bidders with a starting bid to begin the auction. As an auction proceeds, we collect bids from multiple bidders and execute them in the order in which they are received. When you place a bid we compare your bid to those of other bidders and in the event you are outbid, we automatically bid on your behalf up to your maximum bid amount. We increase your bid by increments only as much as necessary to maintain your position as highest bidder. When you bid on an item with a reserve price (see definition below), if your maximum bid meets or exceeds the reserve, the system will automatically increase the bidding amount to meet the reserve. Thereafter, we will execute your bid against other bidders. Please be advised that we are not responsible for any errors or omissions in connection with executing bids. The highest bidder acknowledged on the Site will be the purchaser. We have absolute and sole discretion in the case of error or dispute with respect to bidding, to determine the successful bidder, to cancel the sale or to re-offer and re-sell the item in dispute. If any dispute arises after the sale, our sale record is conclusive. By participating in the sale, you represent and warrant that any bids placed by you, or on your behalf, are not the product of any collusive or other anti-competitive agreement and are otherwise consistent with federal and state antitrust law.

Live Event Bidding. A seller may choose to extend bidding on Lots from the Site to a live event utilizing Live Event Bidding. In other instances, seller may not utilize the Site and only take bids via Live Event Bidding. In either instance, the buyer making a purchase utilizing Live Event Bidding is bound to all of the legal obligations contained in these Conditions of Business to the same extent as if they made the purchase on the Site.

Reserve. Certain Lots offered for sale on the Site or during Live Event Bidding are subject to a reserve, as indicated, which is the confidential minimum hammer price at which a lot will be sold. No reserve will exceed the low presale estimate for the lot. We may implement such reserve by opening the bidding on behalf of the consignor and may bid up to the amount of the reserve, by placing successive or consecutive bids for a lot, or bids in response to other bidders. In instances where we have an interest in the lot other than our commission, we may bid up to the reserve to protect such interest. In certain instances, the consignor may pay us less than the standard commission rate where a lot is “bought-in” to protect its reserve.

Buy Now. Buyers may purchase certain property on the Site immediately using the Buy Now feature, as indicated. For most property, the Buy Now feature is offered in addition to competitive auction bidding, and the Buy Now feature will remain active until the current bid on the property meets or exceeds the Buy Now price, at which time the Buy Now option will disappears and competitive bidding will continue. A purchase using the Buy Now feature will automatically conclude the auction of the property, and the property will be displayed on the Site as “sold” until the conclusion of the entire auction. A buyer who purchases property using the Buy Now feature is required to complete the transaction.

3rd Party Auction. Certain Lots on the Site is available for auction outside the Site (“3rd Party Auction”) and upon which we will collect bids on behalf of the 3rd party auctioneer (“3rd Party Auctioneer”). Lots upon which we collect bids for 3rd Party Auction is subject to a starting bid (“Starting Bid”) listed on the Site. Potential buyers may tender offers at or above the Starting Bid until 12pm EST of the day before the 3rd Party Auction or at another time specified on the Site, and Gavel&Grand; will tender those bids to the 3rd Party Auctioneer. A potential buyer who places a bid to purchase Lots in a 3rd Party Auction is required to complete the transaction, as a bid is a legally binding agreement to complete a sale subject other competitive bids collected by the 3rd Party Auctioneer. Successful bidders will be contacted directly by the 3rd Party Auctioneer in order to collect payment, arrange delivery of the Lots and conduct other activities incidental to the auction, and Gavel&Grand; shall have no responsibility to the bidders and buyers in these regards. The 3rd Party Auctioneer reserves the right to reject any bids made on any Lots. By making a bid on Lots, you represent and warrant that such bid placed by you or on your behalf, is not the product of any collusive or other anti-competitive agreement and is otherwise consistent with federal and state antitrust law.

Buyer’s Responsibilities. Subject to fulfillment of all of the conditions set forth herein, upon the conclusion of any auction the Site or via Live Event Bidding, the contract between the seller and the buyer is concluded, and the buyer thereupon will immediately pay the full amount due (comprising the purchase price, the buyer’s premium, charges for any additional services, and any applicable taxes). The seller will bear full risk and responsibility for the Lots until such time as the Lots are physically transferred to the buyer or to the buyer's agent or common carrier. Title to the Lots will pass to the buyer upon such physical transfer of the Lots to the buyer or to the buyer's agent or common carrier. The buyer consents to our payment of commissions to third parties introducing buyers to us.

If any applicable conditions in herein are not complied with by the buyer, the buyer will be in default and in addition to any and all other remedies available to us and the seller by law, including, without limitation, the right to hold the buyer liable for the total purchase price, including all fees, charges and expenses more fully set forth herein, we, at our option, may (x) cancel the sale of that, or any other Lots sold to the defaulting buyer, retaining as liquidated damages all payments made by the buyer, or (y) resell the purchased Lots, or (z) effect any combination thereof. In any case, the buyer will be liable for any deficiency, any and all costs, handling charges, late charges, expenses, our commissions on the sale at our regular rates, legal fees and expenses, collection fees and incidental damages. In addition, the defaulting buyer agrees to pay us a cancellation fee of twenty percent (20%) of the hammer price and authorizes us to charge the buyer’s credit card for the cancellation fee. Furthermore, a defaulting buyer will be deemed to have granted and assigned to us, our affiliated companies and the seller, a continuing security interest of first priority in any Lots or money of or owing to such buyer in our possession, in the possession of any of our affiliated companies or in the seller’s possession, and we may retain and apply such Lots or money as collateral security for the obligations due to us, to any affiliated company of ours, or to the seller. We and the seller shall have all of the rights accorded a secured party under the New York Uniform Commercial Code. The buyer may make payment by wire transfer or check only. Payment will not be deemed to have been made in full until we have collected good funds. In certain circumstances and in our sole discretion, Gavel&Grand; may accept credit card payment for certain purchases by Visa, MasterCard, American Express, and Discover only. Credit card and ACH purchases may not exceed $25,000 per purchase. In the event a credit card or ACH charge is not approved, a buyer remains personally liable to Gavel&Grand; for all amounts due. By using a credit card to make payment for a purchase, a buyer irrevocably waives any chargeback rights a buyer might otherwise have under his or her card holder agreement or otherwise. Any claims relating to any purchase must be presented directly to Gavel&Grand.; Gavel&Grand; uses a number of payment processors including, but not limited to, PayPal. In the event the buyer fails to pay any or all of the total purchase price for any Lots and Gavel&Grand; nonetheless elects to pay the seller any portion of the sale proceeds, the buyer acknowledges that Gavel&Grand; shall have all of the rights of the seller to pursue the buyer for any amounts paid to the seller, whether at law, in equity, or under these Conditions of Business.

Tax. Unless exempted by law, the buyer will be required to pay any applicable sales, use, GST, VAT or any other taxes upon the purchase price. Gavel&Grand; is required to collect sales tax for Lots delivered in New York State and the State of Delaware. In addition, a seller may be required to collect sales, use, GST, VAT or any other taxes, as applicable to the transaction.

Packing and Shipping. The buyer shall be responsible for all packing and shipping costs for the purchased Lots. We will only process the transaction after receiving full payment of the purchase price in good funds from the buyer. We are not responsible for the acts or omissions of the seller in the packing or shipping of purchased Lots or of other carriers or packers of purchased Lots, whether or not recommended by us. Packing and handling of purchased Lots are at the entire risk of the buyer.

Extent of Gavel&Grand;'s Liability. All sellers, except as otherwise stated in a written agreement between us and the seller, and buyers agree 1) to hold Gavel&Grand; completely harmless in any dispute regarding Lots on the Site or at Live Event Bidding, and 2) that in no event will Gavel&Grand; have any liability with regard to the offer and sale of any Lots on the Site or at Live Event Bidding.

As is. All Lots are sold “AS IS” without any representations or warranties by us or the seller as to authenticity, merchantability, fitness for a particular purpose, the correctness of the Lots descriptions of the physical condition, size, quality, rarity, importance, medium, provenance, exhibitions, literature or historical relevance of any Lots and no statement anywhere, whether oral or written, whether made in on the Site or elsewhere, an advertisement, a bill of sale, a posting or announcement on the Site or elsewhere, shall be deemed such a warranty, representation or assumption of liability. We and the consignor make no representations and warranties, express or implied, as to whether the purchaser acquires any copyrights, including but not limited to, any reproduction rights in any Lots. We and the consignor are not responsible for errors and omissions on the Site, outside the Site for Live Event Bidding or in any supplemental material.

Restriction on Resale. The buyer shall not re-offer the Lots for sale until the Lots are paid for and physically released to the buyer or the buyer’s common carrier. In addition, certain Lots are subject to a one-year resale restriction, as indicated in the lot description, wherein if the Lots becomes available for sale within one (1) year of the date of purchase then the buyer agrees that the Lots will be offered back to the artist or seller at the fair market value. The artist or seller reserves the right of refusal to purchase the Lots at fair market value. A buyer who breaches the provisions in this paragraph shall be in default and is subject to the all the remedies available to Gavel&Grand; and the seller as listed in paragraph 8, above, in addition to all remedies available at law.

Governing Law and Jurisdiction. These Conditions of Business, as well as the respective rights and obligations hereunder, shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles. By making an offer to purchase Lots on the Site or at Live Event Bidding, the potential buyer shall be deemed to have consented to the jurisdiction of the state courts of, and the federal courts sitting in, the State of New York.

Data Protection. Gavel&Grand; will use information provided by its clients or which Gavel&Grand; otherwise obtains relating to its clients for the operation of the Site, operation of live event bidding software, client administration, marketing and otherwise to manage and operate its business, or as required by law. Some gathering of information about Gavel&Grand; clients will take place using technical means to identify their preferences and provide a higher quality of service to them. Gavel&Grand; will generally seek clients' express consent before gathering any sensitive data, unless otherwise permitted by law. Clients agree that Gavel&Grand; may use any sensitive information that they supply to Gavel&Grand.; By agreeing to these Conditions of Business, clients agree and consent to the processing of their personal information and also to the disclosure and transfer of such information to any company affiliated with Gavel&Grand; and to third parties anywhere in the world for the above purposes, including to countries which may not offer equivalent protection of personal information to that offered in the US. Clients can prevent the use of their personal information for marketing purposes at any time by notifying Gavel&Grand.;

Updated: October 7, 2013