Terms and Conditions

These Terms and Conditions ("Terms") are a legally binding agreement between you ("you" or "User") and Auctogon Holdings, Inc., a Delaware corporation ("Auctogon," "we," "us," or "our"). By accessing or using the Auctogon website at auctogon.com, our platform, and any related services (collectively, the "Services"), you agree to be bound by these Terms. If you do not agree, do not use the Services.

Entity Change Notice. Effective April 15, 2026, Auctogon Holdings, Inc. succeeds Boundless Holdings, LLC as the service provider for the Auctogon platform. All references to "Boundless Holdings, LLC" or "Auctogon (a product of Boundless Holdings, LLC)" in prior versions of these Terms are deemed references to Auctogon Holdings, Inc. All agreements previously entered into with Boundless Holdings, LLC relating to the Services are assigned to, and assumed by, Auctogon Holdings, Inc.

If you are using the Services on behalf of an organization (such as an auction house), you represent that you have the authority to bind that organization to these Terms.

These Terms govern use of the operator and administrator side of the Services at auctogon.com. Bidders and buyers using tenant-branded bidder sites (for example, yourauctionhouse.auctogon.com) are separately governed by the Bidder Terms of Use.

1. Description of Services

Auctogon provides a white-label, AI-powered software platform designed for independent equipment and farmland auction houses. The Services may include auction cataloging and management, online bidding platforms, invoicing and settlement tools, customer relationship management, payment processing integrations, marketing and communication tools, reporting and analytics, and other features as developed and made available.

Auctogon is a software platform provider. We are not an auction house, auctioneer, bidder, buyer, or seller. We do not conduct auctions, take possession of goods, or act as a fiduciary in auction transactions. All auction activities are the sole responsibility of the auction house operator using the Services.

2. User Accounts

To use certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

Auction house operators ("Tenants") may invite additional users to their tenant account. Tenants are responsible for managing access permissions and for the actions of users they authorize.

3. Subscription and Payment Terms

Access to the Services is provided under subscription agreements as negotiated between Auctogon and each Tenant. Subscription fees, payment terms, and billing cycles are set forth in the applicable Order Form or Subscription Agreement executed between the parties. Unless otherwise specified in the applicable agreement, fees are non-refundable.

We reserve the right to modify pricing upon reasonable notice, subject to the terms of any existing agreements.

4. License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Auctogon grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during your subscription term, solely for your internal business purposes in operating your auction business. This license terminates automatically if you breach these Terms or if your subscription ends.

These Terms do not grant you any right, title, or interest in the Services except for the license described in this Section 4.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in violation of any applicable law or regulation, including auction licensing requirements and consumer protection laws;
• Upload or transmit any content that is unlawful, fraudulent, defamatory, obscene, or otherwise objectionable;
• Attempt to gain unauthorized access to any part of the Services or related systems;
• Interfere with or disrupt the integrity or performance of the Services;
• Reverse engineer, decompile, or disassemble any aspect of the Services, except to the extent such restriction is prohibited by law;
• Use the Services to build, train, or improve any product or service that competes with the Services;
• Share account credentials or allow unauthorized parties to access the Services.

6. Automated Access and AI Agents

Authorized AI Agents. You may use AI agents, software agents, or other automated tools to access the Services on your behalf, provided that each such agent:

• Authenticates using credentials issued to, and identifies itself as acting for, an identified User;
• Identifies itself via a User-Agent header (or equivalent mechanism) that clearly indicates it is an automated agent;
• Respects all rate limits and access controls published by Auctogon;
• Does not exceed the scope of access permitted to the authorizing User.

You remain fully responsible for every action taken by any AI agent, bot, or other automated tool acting under your account or on your behalf, as if you had taken the action yourself.

Prohibited Automated Activity. Except for Authorized AI Agents as described above, you may not:

• Use any bot, scraper, spider, crawler, or other automated means to access, copy, or harvest data from the Services;
• Scrape, reproduce, or otherwise extract auction listings, catalog data, bidder data, media, or other content from the Services for use outside the Services;
• Use the Services, or any data obtained through the Services, to train, fine-tune, or otherwise develop any artificial-intelligence or machine-learning model, including any model that competes with the Services;
• Use sniper bots, automated bid-manipulation tools, shill-bidding scripts, or similar tools designed to manipulate auction outcomes;
• Circumvent CAPTCHAs, authentication, rate limits, or other access controls;
• Attempt to overwhelm, degrade, or disrupt the Services (denial-of-service or similar activity).

Enforcement. Auctogon may, in its sole discretion and without notice, rate-limit, throttle, suspend, or block any automated activity that appears to violate these Terms, degrade platform performance, or harm other Users.

7. Auction-Specific Terms

Auction house operators using the Services are solely responsible for compliance with all applicable federal, state, and local laws governing auctions, including auctioneer licensing, consumer protection, UCC (Uniform Commercial Code) requirements, lien searches, and fiduciary obligations to sellers and lienholders.

Auctogon does not provide legal, tax, or financial advice. While the Services may include tools that assist with settlement workflows, UCC search tracking, and lienholder payment management, the auction house operator retains full legal responsibility for the accuracy and completeness of these processes.

All auction terms, buyer premiums, reserve prices, and other auction conditions are determined solely by the auction house operator and are not set, endorsed, or guaranteed by Auctogon.

Operators may not use the Services to engage in or facilitate shill bidding, bid manipulation, artificial price inflation, collusion among bidders or between sellers and bidders, or the use of multiple accounts to circumvent bidder approval. You are responsible for monitoring for and preventing these practices on auctions you run.

8. Intellectual Property

All intellectual property rights in the Services, including software, design, trademarks, and documentation, are owned by Auctogon or its licensors. These Terms do not grant you any right, title, or interest in the Services except for the license described in Section 4.

Content you upload to the Services (such as auction listings, photographs, and descriptions) remains your property. By uploading content, you grant Auctogon a non-exclusive, worldwide, royalty-free license to use, store, display, and process that content solely as necessary to provide and secure the Services for you.

9. Your Data and AI Training Prohibition

You retain ownership of all data you input into the Services ("Your Data"). Auctogon will not use Your Data for any purpose other than providing, securing, and improving the Services for your benefit, except with your express consent or as required by law.

AI Training Prohibition. Auctogon will not use Your Data to train, fine-tune, or otherwise improve any generative AI, large language model, or other machine-learning model shared across customers or sold to third parties, without your express prior consent. Where the Services include AI features that process Your Data (such as generative catalog descriptions or fraud detection), those features operate on Your Data for your benefit only.

Upon termination of your subscription, you may request an export of Your Data in a standard format. Auctogon will make commercially reasonable efforts to provide data exports within thirty (30) days of such request. Data retention following termination is subject to applicable legal and regulatory requirements.

10. White-Label and Branding

Auctogon is designed as a white-label platform. Auction house operators may apply their own branding to the bidder-facing portions of the Services, subject to the terms of their Subscription Agreement. You may not remove, alter, or obscure any Auctogon branding, copyright notices, or attribution required under your agreement.

11. Third-Party Integrations

The Services may integrate with or provide access to third-party services, including payment processors, accounting software, and marketing platforms. Your use of third-party services is governed by those third parties' terms and privacy policies. Auctogon is not responsible for the availability, accuracy, or practices of any third-party services.

12. Beta and Preview Features

Auctogon may, from time to time, make beta, preview, early-access, or experimental features available ("Beta Features"). Beta Features are provided "AS IS" without any warranty, may be changed or discontinued at any time, and may have functional limitations. Your use of Beta Features is at your own risk. Auctogon will have no liability for any issues arising out of Beta Features.

13. API Access and Fair Use

If you access the Services through any application programming interface, you agree to comply with the rate limits, usage quotas, authentication requirements, and technical specifications that Auctogon publishes from time to time. Auctogon may throttle, suspend, or revoke API access that exceeds fair use, violates these Terms, or materially degrades Service performance for other Users.

14. Force Majeure

Neither party will be liable for any delay or failure to perform under these Terms (other than payment obligations) resulting from events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, government action, internet outages, cyberattacks, or failures of third-party services or infrastructure.

15. Export Controls and Sanctions

You represent and warrant that you are not (a) located in any country subject to a U.S. government embargo or designated as a "terrorist supporting" country, or (b) identified on any U.S. government list of prohibited or restricted parties. You agree not to use the Services in any manner that would violate applicable export-control, sanctions, anti-corruption, or anti-money-laundering laws.

16. DMCA / Copyright Policy

Auctogon complies with the Digital Millennium Copyright Act (DMCA). If you believe content on the Services infringes your copyright, please send a written notice containing the information required under 17 U.S.C. § 512(c)(3) to our designated agent:

We will respond to valid notices by removing or disabling access to allegedly infringing content. We will terminate, in appropriate circumstances, the accounts of repeat infringers.

17. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AUCTOGON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

AUCTOGON DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES, INCLUDING AUCTION OUTCOMES, TRANSACTION VOLUMES, OR REVENUE.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AUCTOGON, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

AUCTOGON'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO AUCTOGON IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

19. Indemnification

You agree to indemnify, defend, and hold harmless Auctogon and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: your use of the Services; your violation of these Terms; your violation of any applicable law or regulation; any auction you conduct using the Services; or any dispute between you and a third party (including bidders, buyers, sellers, and lienholders).

20. Termination

Either party may terminate the subscription in accordance with the terms of the applicable Subscription Agreement. Auctogon may suspend or terminate your access to the Services immediately if you breach these Terms or engage in conduct that we reasonably believe may cause harm to Auctogon, other users, or third parties.

Upon termination, your right to use the Services ceases. Sections that by their nature should survive termination (including Sections 8, 9, 17, 18, 19, 21, and 22) will survive.

21. Modifications to Terms

We may update these Terms from time to time. We will provide notice of material changes by posting updated Terms on our website and, where practicable, by email. Your continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

22. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Oakland, California, or remotely as agreed by the parties. Each party shall bear its own costs of arbitration unless the arbitrator orders otherwise.

CLASS ACTION AND JURY TRIAL WAIVER. YOU AND AUCTOGON EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND AUCTOGON EACH WAIVE ANY RIGHT TO A TRIAL BY JURY.

23. General Provisions

Entire Agreement: These Terms, together with any applicable Subscription Agreement and Order Form, constitute the entire agreement between you and Auctogon with respect to the Services.

Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Waiver: Failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment: You may not assign these Terms without our prior written consent. Auctogon may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Notices: Legal notices should be sent to legal@auctogon.com and to the address below.

24. Contact Us

Auctogon Holdings, Inc.
1440 Broadway, Ste 200 #135
Oakland, CA 94612
Email: legal@auctogon.com
Website: https://auctogon.com