This Registration Agreement ("Agreement") is between GPX LLC, d.b.a GreatPlateExchange ("GreatPlateExchange") and the person or entity that has clicked on the "AGREE" button below ("you", "your" or "yours"), and describes the terms under which you may use this website (our "Site"), and the process by which you may purchase and sell the rights to valid, current, registered United States motor vehicle "vanity" license plates physically located in the United States ("License Plates"). By clicking on the "AGREE" button below, you are agreeing to comply with and be bound by all the terms of this Agreement.
YOU REPRESENT THAT IF YOU ARE A NATURAL PERSON, YOU ARE OVER 18 YEARS OF AGE RESIDING IN THE UNITED STATES, THAT YOU MAY LEGALLY ENTER INTO THIS AGREEMENT, AND THAT YOU AGREE WITH ALL THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MUST CLICK ON THE "DO NOT AGREE" OR "CANCEL" BUTTON BELOW, AND YOU MAY NOT USE THIS SITE. GREATPLATEEXCHANGE MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME, AND POST THOSE CHANGES HERE. YOUR CONTINUED USE OF THIS SITE AFTER ANY SUCH CHANGE CONSTITUTES YOUR ACCEPTANCE OF THE CHANGED AGREEMENT. IF YOU WISH TO BE NOTIFIED OF ANY CHANGES TO THIS AGREEMENT BY EMAIL, PLEASE CLICK HERE AND PROVIDE A VALID EMAIL ADDRESS. YOU UNDERSTAND AND AGREE, HOWEVER, THAT YOU SHALL BE BOUND BY ALL SUCH CHANGES, IF ANY, REGARDLESS OF WHETHER YOU PROVIDE SUCH EMAIL ADDRESS OR RECEIVE SUCH NOTIFICATION.
1. SELLER'S TERMS. If you sell or plan to sell the rights to any License Plate, you will be deemed a "Seller". If you buy or plan to buy the rights to any License Plate, you will be deemed a "Buyer". If you are a buyer, you may offer to buy or buy rights to a License Plate only for a state in which you own a registered motor vehicle on which such License Plate will be used. You may be both a Seller and also a Buyer, but not in the same transaction.
1.1 Register. Seller shall register at the Site by fully and accurately completing the "Seller Registration Form" located here.
1.2 License Plate Posting. If Seller has completed the obligations described in Subsection 1.1 ("Register"), Seller may submit an image of such License Plate either by sending a clear digital photograph of such License Plate (in a form and format required by GreatPlateExchange), or by completing the "Sell Plate" form located here. Subject to all terms of this Agreement, GreatPlateExchange will use its commercially reasonable efforts to post such License Plate image on the Site for a period of up to one (1) year thereafter, or until Seller has sold or otherwise disposed of the rights to such License Plate, whichever comes first.
1.3 Sale of License Plate Rights. Postings of each License Plate image on the Site as provided above shall include the price at which Seller is willing to sell the rights to such License Plate to a Buyer (the "Offer Price"). A Buyer may offer an amount equal to or greater than such Offer Price, and in such case, Buyer shall therefrom be deemed to have agreed to sell the rights to such License Plate to the corresponding Buyer at such price (the "Sale Price"). A Buyer may instead offer a price less than the Offer Price, in which case Seller may either accept such lower price, or make a counter-offer to such Offer Price. Each such offer by a Buyer, and each counter-offer by a Seller, may not be retracted by such Buyer or Seller, but shall automatically expire five (5) days after posting on the Site. Any price at which the parties agree to make a sale of the rights to a License Plate shall, however, thereupon be deemed the Sale Price. All communications of Offer Prices, and any acceptances or counter-offers, shall be made by anonymous email, sent to GreatPlateExchange, and forwarded by GreatPlateExchange without identifying information such as names, addresses, telephone numbers or email addresses, which information GreatPlateExchange shall remove for all corresponding emails. Neither Buyer nor Seller shall communicate, or attempt to communicate, with one another until such time as GreatPlateExchange discloses Buyer's contact information to Seller as provided in Subsection 1.4 ("Sale Fee").
1.4 Sale Fee. In the event that Seller and Buyer agree upon a Sale Price, Seller shall also pay to GreatPlateExchange, in addition to the Buyer Registration Fee, a non-refundable fee (the "Sale Fee") based upon the amount of the Sale Price, as follows:
|Sale Price||Sale Fee|
|Above $150.00||$14.94 + 5.25% of the remaining closing value above $150.00 |
Once Seller has paid the Sale Fee to GreatPlateExchange, GreatPlateExchange shall promptly disclose Buyer's contact information (as provided by Buyer, but not to include Buyer's credit card information) to Seller. It shall be the sole and exclusive obligation of Buyer and Seller to coordinate payment of the Sale Price, and actual sale of the rights to each License Plate (including without limitation physical transfer of each License Plate if appropriate, and preparation, execution and filing of any government-required documentation, and payment of any government fees or charges). IN NO EVENT SHALL GREATPLATEEXCHANGE HAVE ANY OBLIGATION TO ANY BUYER OR SELLER, OR ANY OTHER PARTY, FOR ANY FAILURE OF BUYER TO BUY, OR SELLER TO SELL, THE RIGHTS TO ANY LICENSE PLATE, OR ANY FAILURE OR PROBLEM WITH THE PHYSICAL TRANSFER OF EACH LICENSE PLATE, AND PREPARATION, EXECUTION AND FILING OF ANY GOVERNMENT-REQUIRED DOCUMENTATION, OR PAYMENT OF ANY GOVERNMENT FEES OR CHARGES. BUYER AND SELLER SHALL BE JOINTLY RESPONSIBLE FOR ALL GOVERNMENTAL FEES, DUTIES, TAXES, FINES OR OTHER PAYMENT OBLIGATIONS, HOWEVER AND WHEREVER ARISING, OTHER THAN TAXES ON THE NET INCOME OF GREATPLATE, AND SHALL FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS GREATPLATE WITH RESPECT THERETO.
Seller shall pay the Sale Fee regardless of whether any payment of the Sale Price is actually made by Buyer, and whether the rights to any License Plate are actually sold, and shall do so as a condition precedent to Seller's disclosure of Buyer's contact information as hereinabove provided.
2. BUYER'S TERMS. Buyer shall register at the Site by fully and accurately completing the "Buyer Registration Form" located here, and providing to GreatPlateExchange a full and accurate information from a valid credit card which has been issued in the name of Buyer. Buyer shall inform GreatPlateExchange immediately of any change to such credit card information. Simultaneous with the Seller's payment of the Sale Fee as provided in SECTION 1 ("SELLER'S TERMS") above, Buyer shall pay to GreatPlateExchange a non-refundable fee of fourteen dollars and ninety-five cents ($14.95) (the "Buyer Fee") by such valid credit card. Buyer shall pay the Buyer Fee regardless of whether any payment of the Sale Price is actually made by Buyer, and whether the rights to any the License Plate are actually sold, and shall do so as a condition precedent to Seller's disclosure of Buyer's contact information as hereinabove provided.
4. COMPLIANCE WITH LAWS. You agree: (A) not to use the Site for unlawful or wrongful purposes, including, but not limited to, distributing material that (i) is copyrighted (except to the extent expressly permitted by the copyright owner), (ii) is illegal, obscene, libelous, pornographic, vulgar, harassing or discriminatory, (iii) is protected by trade secret, (iv) is an invasion of the privacy of a third party; or (v) advocates unlawful conduct; (B) not to interfere or disrupt the Site or networks connected to the Site; and (C) to comply with all rules, regulations, statutes and other governmental requirements as to the purchase, sale and transfer of the rights to License Plates. YOU UNDERSTAND AND AGREE THAT THE PURCHASE AND SALE OF THE RIGHTS TO LICENSE PLATES MAY NOT BE PERMITTED IN ALL JURISDICTIONS OF THE UNITED STATES, AND THAT WHERE PERMITTED, MAY BE REGULATED, AND MAY, WITHOUT LIMITATION, REQUIRE THE PREPARATION, EXECUTION AND SUBMISSION OF CERTAIN DOCUMENTS, AND THE PAYMENT OF FEES. YOU FURTHER UNDERSTAND AND AGREE THAT GREATPLATE SHALL HAVE NO OBLIGATION TO ASSIST YOU IN ANY REGARD WITH RESPECT TO THE PURCHASE SALE OR TRANSFER OF ANY RIGHTS TO ANY LICENSE PLATE, REGARDLESS OF ANY PAYMENTS MADE BY YOU OR ANY PARTY TO GREATPLATE.
5. RESTRICTIONS. Your right to use the Site is personal to you, and you agree not to resell or make any other use of the Site. You agree to provide complete and accurate information as requested by GreatPlateExchange from time to time, and that you will not attempt to hide your identity or represent yourself as someone else. You agree not to interfere with another person's use and of the Site.
6. INTERNET ACCESS. In order to access and use the Site, you must have access to the Internet via a web browser. You understand and agree that there will be times when the Site is not accessible, or operates slowly or improperly. GreatPlateExchange shall not under any circumstances be responsible for your inability to connect to the Internet or to access or use the Site.
7. PASSWORDS. Upon GreatPlateExchange's acceptance of your Registration Form as provided above and your payment of required fees, you will receive a user identification number and will select for yourself a password (a "Password") that will allow you to access your information on the Site. You agree that you will not disclose your Password to any third party, and will not use your Password for any purpose inconsistent with this Agreement. GreatPlateExchange shall be entitled to act on all instructions received under your Password without any further communication or confirmation. For security purposes, it is recommended that you memorize your Password, and do not write it down. You agree to immediately notify the GreatPlateExchange at contact@GreatPlateExchange.com in the event that your Password is lost, stolen or disclosed to any third party.
8. INDEMNIFICATION. You agree to indemnify, defend and hold harmless, GreatPlateExchange, its parent, subsidiaries, affiliates, officers, shareholders, agents and employees from and against any and all losses, damages, liabilities, claims, demands, threats, suits or proceedings (including reasonable attorneys' fees), made by you or any third party resulting from or arising out of this Agreement or your use of the Site, your violation of this Agreement, your violation of any rules, regulations, statutes and other governmental requirements as to the purchase and sale of the rights to License Plates, the use by any third party of your Password, or the infringement by you, or any third party who uses your Password, of any intellectual property or other right of any person or entity worldwide. GreatPlateExchange shall use its commercially reasonable efforts to give you prompt notification of the foregoing; provided, however, that GreatPlateExchange shall be entitled to participate in your defense or settlement of the foregoing with counsel of GreatPlateExchange's choosing.
9. TERMINATION. GreatPlateExchange may terminate this Agreement at any time upon notice to you for your material breach of this Agreement. GreatPlateExchange may also terminate this agreement at any time upon notice to you without cause; provided, however, that in such case GreatPlateExchange shall refund to you any Seller Registration Fee already paid by you to GreatPlateExchange for License Plates currently posted by you on the Site. You may terminate this Agreement at any time upon notice to GreatPlateExchange, but in such case you shall not receive any refund.
10. ASSIGNMENT. You may not assign or transfer this Agreement, in whole or in part, to any other individual or entity without the prior, written consent of GreatPlateExchange, and any attempt to do so will result in the immediate termination of this Agreement for your material breach. GreatPlateExchange may assign this Agreement, in whole or in part, without notice.
11. PROPRIETARY RIGHTS. You acknowledge that the Site, including without limitation, the email interfaces, and other text, software, music, sound, graphics, photographs, video or other material contained therein (other than digital License Plate photographs provided by you) or GreatPlateExchange advertisements located therein (collectively, "Content"), are owned exclusively by GreatPlateExchange or its suppliers, and are protected by copyright, trademark, service mark, trade secret, patent and other laws protecting proprietary information and trade secrets; therefore, you agree not to use the Site in any manner inconsistent with this Agreement, and not to sell, lease, license, sublicense, "frame", hyperlink to, "mirror", copy, reproduce, distribute, publicly perform, publicly display, or otherwise create derivative works from any Content.
12. NO WARRANTIES. THE SITE AND THE CONTENT ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY WHATSOEVER. GREATPLATE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING GREATPLATE DOES NOT WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE AVAILABILITY OR OPERATION OF THE SITE OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES GREATPLATE MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR FROM ANY BUYER OR SELLER. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GREATPLATE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
13. LIMITATION OF LIABILITY. IN NO EVENT SHALL GREATPLATE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE SITE, THE CONTENT OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF GREATPLATE EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT YOU HAVE ACTUALLY PAID TO GREATPLATE HEREUNDER AS OF THE DATE OF THE ASSIGNMENT OF SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
14. GENERAL PROVISIONS. In the event of any termination of this Agreement, the provisions of Subsection 1.4 ("Sale Fee"), SECTION 3 ("USE OF PERSONAL INFORMATION"), SECTION 4 ("COMPLIANCE WITH LAWS"), SECTION 8 ("INDEMNIFICATION"), SECTION 11 ("PROPRIETARY RIGHTS"), SECTION 12 ("NO WARRANTIES"), SECTION 13 ("LIMITATION OF LIABILITY") and SECTION 14 ("GENERAL PROVISIONS") shall survive. Any action related to this Agreement shall be governed by the substantive laws of the State of New York, without regard to conflicts of laws principles. The State and Federal courts located in Westchester County, New York, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. Any waiver of any rights of GreatPlateExchange under this Agreement must be in writing, signed by GreatPlateExchange, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. The parties agree that any breach or threatened breach of this Agreement by you is likely to cause GreatPlateExchange damage that is not fully reparable by payment of damages, and further agree that in such case GreatPlateExchange shall be entitled to seek and obtain injunctive or other equitable relief to protect its rights hereunder. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes any and all prior or contemporaneous, conflicting or additional communications, negotiations or agreements.
81 Pondfield Road #337,
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