Wholesale Pallet Liquidation, is an online private marketplace (“Private Marketplace” or “PM”), whereby it provides services (the “PM Services,” “Services” or “DL’s Services,” which comprise the Site) for the sale of merchandise and inventory, for example, liquidation or salvage goods, items, products, returns, surplus, units, pallets, skids and lots.  Diverse entities, including individuals, sole proprietors, partnerships, businesses, and corporations, desire to list and sell merchandise (“Merchandise”) and inventory (“Inventory”) through the PM.  Registered Buyers (“Buyers”) and Sellers (“Sellers”) (collectively, “Users,” other “Parties”) have access to the Services subject to the terms and conditions set forth herein (the “Agreement”).  The Services comprise but are not limited to, the DL website, online services, account management services and customer support (collectively, “Site and Services”).



1.1. ‘ASA’ means “an Asset sales agreement (“ASA”) for Asset liquidation goods received into a DL facility.”

1.2. ‘Asset’ has the same meaning as Item.

1.3. ‘Best Offer’ means “a transaction in which Buyer purchases an Item for less than the list price.”

1.4. ‘Buy Now’ means “a transaction in which Buyer purchases an Item for the list price.”

1.5. ‘Circumventing Transaction’ means “a transaction in which a first User negotiates, communicates, or transmits any information of any kind with a second User in an attempt to complete the sale of Merchandise or Inventory by any means other than Wholesale Pallet Liquidation auction.”

1.6. ‘Claims’ means “claims, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees.”

1.7. ‘Company’s Marks’ means “WPL’s trademarks, tradenames, domain names, tag lines, logos, service marks and other branding elements used in the performance of this Agreement and the implementation of the Services.”

1.8. ‘Confidential Information’ means “any confidential or proprietary information of WPL or of User which is identified as such or should reasonably be understood as such.”

1.9. ‘Deal’ means “a close of an auction, an execution of a Buy Now transaction, or Seller’s acceptance of Buyer’s Best Offer,” depending on the type of transaction.

1.10. ‘Demanufacture’ means ‘(i) to remove from an Asset, in accordance with all applicable specifications, any and all references to the manufacturer and/or retailer, including but not limited to retailer name/s, logo/s, universal product code number/s, return authorization number/s, and any other identifying marks, including without limitation tags, interior or exterior labels, size strips, bar codes, and pocket flashers, (ii) to mark an Asset clearly and conspicuously so as to make it readily apparent that it has been through a salvage process, (iii) to deface, detag or de label an Asset in such a manner as to render unreadable any permanently embedded, scribed or painted-on label, (iv) to use a permanent marker, sticker or other means to inscribe a mark through, or cover over, the original barcode of an Asset and thus render the barcode unreadable.”

1.11. ‘WPL’s Technologies’ means “the Site, the network of online marketplaces of the Site, and all technology, inventions, ideas, improvements, discoveries, methods, processes, concepts, designs, prototypes, samples, drawings, blueprints, specifications, computer programs, methods of doing business, know-how, expertise, trade secrets, software, copyrights and copyright applications, patents and patent applications, trademarks and trademark applications, tag lines, logos, trade names, other branding elements related to this Agreement, any software and/or other works conceived of and/or reduced to practice or writing or otherwise related to the Site or Services, for instance, applications for mobile devices, and any other form of intellectual property (“IP”) developed by or for DL and/or its third-party service providers.”

1.12. ‘WPL’s Services’ means, among other things, “an online platform for sales of a wide variety of items, due diligence and fraud prevention, Seller/Buyer communication tools, payment collection, integrated shipping, warehousing, and logistics management, account management tools, dedicated account personnel, marketing, inspection, and other services.”

1.13. ‘Effective Date’ means “the day on which the Agreement commences.”

1.14. ‘Gross Merchandise Value (“GMV”)’ means “the actual sale price (the winning bid or purchase price) at which the Merchandise is sold, excluding the amount paid for shipping or related services, sales tax and other transaction charges.”

1.15. ‘Item’ means “an irreducible salable component of Merchandise or Inventory.”

1.16. ‘Login Credentials’ means “a validated set of a username and a password.”

1.17. ‘No Bid Auctions’ means “auctions that do not receive a bid.”

1.18. ‘Shill Bidding’ means “bidding on Seller’s own auction, either directly or indirectly, in an effort to raise the price at which Seller’s auction item will eventually sell, including but not limited to knowingly directing or allowing a third party to perform the artificial bidding against other, legitimate bidders in an auction.”

1.19. ‘Termination Date’ means “the day on which the Agreement terminates.”

1.20. ‘User Information’ means “all information submitted by a User in connection with the use by the User of the Private Marketplace Services.”

1.21. ‘User’ means “any user of the PM Services.”