THIS IS AN AGREEMENT CONCERNING YOUR ACCESS TO AND USE OF THE RITCHIE BROS. MOBILE BIDDING APPLICATION ("APP"). THIS AGREEMENT IS MADE BY AND BETWEEN YOU AND RITCHIE BROS. AUCTIONEERS (CANADA) LTD. REFERENCES TO "RBA" HEREIN MEAN RITCHIE BROS. AUCTIONEERS (CANADA) LTD. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM "YOU" SHALL REFER TO SUCH ENTITY.

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE APP, AND YOU MUST UNINSTALL THE APP FROM ANY DEVICE OWNED OR CONTROLLED BY YOU.

  1. Governing Documents. This Agreement incorporates by reference: (a) the Terms of Use at www.rbauction.com/myaccount/terms-and-conditions; (b) the Privacy Statement at www.rbauction.com/privacy-statement ("Privacy Statement"); and (c) any usage guidelines posted by RBA (collectively, "Governing Documents"). By using the App, you agree to be bound by the Governing Documents.
     
  2. License. Subject to your compliance in all material respects with the terms and conditions of this Agreement and, if applicable, the Usage Rules set forth in the iTunes App Store Terms of Service, RBA grants you a restricted, non-exclusive, non-transferable, revocable license to install and use the App on an iOS or Android personal mobile device that you own and control, in machine executable object code form only and solely for personal, non-commercial purposes.
     
  3. Restrictions. You may not: (a) use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display or otherwise grant rights to the App, or any copy thereof, in whole or in part, except as expressly permitted under this Agreement; (b) reverse engineer, disassemble, decompile or translate the App, or otherwise attempt to derive the source code, architectural framework or the data records of the App, or authorize any third party to do any of the foregoing; (c) access the App for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the App; (d) loan, resell or distribute the App, or any part thereof, in any way; or (e) use the App in any way that does not comply with all applicable laws and regulations.
     
  4. Ownership. RBA or its affiliates, licensors and suppliers own all rights, title and interest in the App (including, but not limited, to all copyrights, patents, patent applications, trade secrets, trademarks, source code, text, images, photographs, icons, graphics, animations, video, audio, music and all other intellectual property), and the App is protected by Canadian, U.S. and international copyright and other intellectual property laws and treaties. The App is licensed, not sold, to you for use only under the terms and conditions of this Agreement. RBA reserves all rights not expressly granted to you.
     
  5. Open Source Software. The App may include open source software components ("OSS") that are owned by third parties.  Such OSS is not subject to the terms and conditions of this Agreement. Instead, each item of OSS is licensed under the terms of the end user license that accompanies such OSS and nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS.  For information about such OSS, please visit www.rbauction.com/legal-disclaimer.
     
  6. Personal Information. You acknowledge and agree that by using the App, RBA may receive certain information about you, including personal information, and RBA may collect, use and disclose such information in accordance with the Privacy Statement.  You understand and agree that RBA may disclose information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce the terms of the Governing Documents, or protect the rights, property, or safety of RBA, its users, or the public.
     
  7. NO WARRANTY. YOUR USE OF THE APP IS AT YOUR SOLE RISK. THE APP IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RBA AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MANDATARIES, PARTNERS AND LICENSORS (COLLECTIVELY, "RBA PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RBA PARTIES MAKE NO WARRANTY AND PROVIDE NO CONDITIONS THAT: (i) THE APP WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APP WILL BE ACCURATE OR RELIABLE.
     
  8. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT RBA PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF RBA PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE RESULT OF THE RBA PARTIES' NEGLIGENCE. IN NO EVENT SHALL RBA'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE APP (INCLUDING, BUT NOT LIMITED TO, ANY SERVICES TO WHICH IT CONNECTS) EXCEED CAD$50; PROVIDED, HOWEVER, THAT IF SUCH LIMITATION IS DEEMED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, THEN IN NO EVENT SHALL RBA'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE APP (INCLUDING, BUT NOT LIMITED TO, ANY SERVICES TO WHICH IT CONNECTS) EXCEED THE TOTAL ACTUAL AMOUNT RECEIVED BY RBA FROM YOU (IF ANY) IN THE AUCTION SALE IMMEDIATELY PRECEDING THE DATE ON WHICH ANY SUCH CLAIM AROSE.  THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.  CERTAIN STATE AND PROVINCIAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
     
  9. Indemnification. You agree to indemnify and hold RBA Parties harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys' fees, resulting from or arising out of your: (a) access to or use of the App; (b) violation of this Agreement or any law or regulation; or (c) violation of any rights of another party.
     
  10. Termination. This Agreement is effective until terminated by you or RBA. Your rights under this Agreement shall terminate automatically without notice from RBA if you violate any of the terms of this Agreement. Upon termination of this Agreement, all rights granted to you under this Agreement shall immediately terminate, but all other provisions shall survive termination.
     
  11. Changes to App. RBA reserves the right to modify or discontinue, temporarily or permanently, the App or any product or service to which it connects, with or without notice and without liability to you. RBA may at its sole discretion from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the App or related services ("Updates"). RBA may develop Updates that require installation by you before you continue to access or use the App or related services. Updates may also be automatically installed without providing any additional notice to you or receiving any additional consent from you. The manner in which Updates may be automatically downloaded and installed is determined by settings on your device and its operating system.
     
  12. Confidentiality.  If, and to the extent, you are invited or otherwise participate in any pre-authorized testing or evaluation of the App, you agree that any information, data or documentation concerning the App which you create or are provided by RBA or its affiliates, licensors and suppliers for testing and evaluation purposes is confidential proprietary information of RBA or its affiliates, licensors and suppliers ("Confidential Information") and will only be used for those purposes.  You agree not to transfer, copy, disclose, provide or otherwise make available such Confidential Information in any form to any third party without the prior written consent of RBA and will cooperate with RBA to identify and prevent any unauthorized use, copying or disclosure of the Confidential Information.
     
  13. Legal Compliance. You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, listed in the Area Control List under Canada's Export and Import Permits Act, or designated by the U.S. Government as a "terrorist supporting" country; (b) listed on any U.S. or Canadian Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List; or (c) located in a jurisdiction in which use of the App or related services is prohibited by law.
     
  14. U.S. Government Entities. This section applies to access to or use of the App by a branch or agency of the United States Government. The App consists of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and qualifies as "commercial items" as defined in 48 C.F.R. 2.101. The App is provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in this Agreement with respect to the App, and any access to or use of the App by the United States Government constitutes: (i) agreement by the United States Government that the App is "commercial computer software" and "commercial computer software documentation" as defined in this section; and (ii) acceptance of the rights and obligations herein.
     
  15. Governing Law. Except in respect of Section 14 which shall be governed by and construed in accordance with applicable United States federal laws, this Agreement shall be governed by and construed and enforced in accordance with the laws of British Columbia and the laws of Canada applicable therein, without regard to conflict of laws principles. Applicable laws may require that the laws of the jurisdiction in which you reside apply, in which case the laws of such jurisdiction will apply.  The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
     
  16. Forum for Disputes.  Any dispute or claim arising out of or relating in any way to this Agreement or your access to or use of the App, including, but not limited to, the validity, applicability or interpretation of this Agreement, shall be brought only in a court of competent jurisdiction in New Westminster, British Columbia, Canada.  You hereby submit to the personal jurisdiction and venue of such courts and waive any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any such proceeding.
     
  17. Class Action Waiver.  EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WE EACH AGREE THAT ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE APP WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.
     
  18. General. This Agreement constitutes the entire agreement between you and RBA concerning your access to and use of the App. It supersedes any prior or contemporaneous oral or written negotiations and agreements between you and RBA with respect to such subject matter. You may not assign any of your rights or obligations under this agreement to another party without the express written consent of RBA. The failure of RBA to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que tous les documents y afférents soient rédigés en anglais.
     
  19. iOS Users. In the case of iOS mobile device users, the parties acknowledge that this Agreement is concluded between you and RBA only, and not with Apple, and Apple is not responsible for the App and the contents thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. RBA, not Apple, is responsible for addressing any claims from you or any third party relating to the App or your possession and/or use of the App, including, but not limited to, product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement and claims arising under consumer protection or similar legislation. Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement, and Apple shall have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third-party beneficiary hereof. RBA, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claim attributable to the App.