Heritage Exchange Terms and Conditions

Chilly Water Consulting LLC

d/b/a The Heritage Exchange

Effective Date: January 1, 2006

### 1. BUSINESS MODEL AND SERVICES

The Heritage Exchange operates as an auction business and a marketing, advertising, listing, and consulting agency specializing in equipment, machinery, vehicles, and other assets.

Our services may include:

- Organizing and administering online auction events through Proxibid and other third-party platforms.

- Preparing and publishing auction catalogs and individual asset listings.

- Creating and distributing advertising and promotional materials.

- Marketing assets through online marketplaces, digital advertising, and other promotional channels.

- Communicating with prospective buyers and facilitating communications between buyers and sellers.

- Providing listing, pricing, marketing, and sales consulting services.

The services included in a particular purchase are identified in the applicable service agreement, order confirmation, or other written description provided to the customer. Purchasing a marketing package does not automatically include every service listed above.

Unless expressly disclosed in writing, The Heritage Exchange does not own the assets offered for sale. We act on behalf of the asset owner within the authority granted in the applicable seller agreement.

We are not an escrow service or financing institution. Any arrangement involving the collection or distribution of equipment purchase funds must be expressly described in the applicable transaction documents.

Marketing and advertising fees compensate the Company for the agreed services. Unless a separate written agreement expressly states otherwise, these fees are not contingent upon a completed sale.

### 1.1 AUCTIONS THROUGH PROXIBID

The Heritage Exchange uses Proxibid as a third-party platform for auction listings, bidder registration, bidding, and related auction functionality.

The Heritage Exchange is independently owned and operated. Use of Proxibid does not make The Heritage Exchange an owner, employee, or subsidiary of Proxibid.

Participation in an auction conducted through Proxibid is subject to:

- Applicable Proxibid platform agreements and policies.

- The published terms of sale for the specific auction.

- Any additional disclosures applicable to the individual lot.

- Applicable law.

These Website Terms supplement those requirements and do not override Proxibid’s applicable platform rules or mandatory legal requirements.

The published auction terms and lot disclosures govern auction-specific matters, including bidding, reserves, seller confirmation, buyer’s premiums, payment deadlines, inspection, pickup, and shipping. A separate seller service agreement governs the services and fees agreed between the Company and the asset owner.

### 1.2 RESERVES AND SELLER CONFIRMATION

For an auction conducted with reserve, the asset owner establishes or authorizes the reserve price in accordance with the seller agreement and applicable platform requirements.

A starting bid is not necessarily the reserve price. A bid below the reserve does not, by itself, require the seller to complete a sale.

Where a sale is subject to additional seller confirmation, that requirement and the applicable confirmation process must be disclosed in the auction terms or lot description before bidding begins.

Seller authority to reject bids, change a reserve, or withdraw an asset is subject to applicable law, platform requirements, published auction terms, and any binding sale already formed. These Terms do not provide an unrestricted right to cancel a completed sale.

### 1.3 ASSET PURCHASES AND TRANSACTION RESPONSIBILITIES

Unless otherwise disclosed in the applicable auction or transaction documents, the purchase agreement for an asset is between the asset owner and the buyer.

The applicable terms of sale must identify the payment recipient, accepted payment methods, payment deadlines, buyer’s premiums or other charges, and pickup or shipping requirements.

Asset owners are responsible for their ownership rights, authority to sell, accurate disclosures, and required transfer documents. Buyers are responsible for satisfying the payment and collection obligations stated in the applicable terms of sale.

The Company remains responsible for the services and obligations it expressly undertakes.

### 3. SERVICE FEES AND REFUND POLICY

This section applies to fees paid to The Heritage Exchange for marketing, advertising, listing, auction preparation, and consulting services. It does not govern refunds of equipment purchase payments, buyer’s premiums, or other auction transaction charges, which are addressed in the applicable auction terms and mandatory law.

### 3.1 SERVICE ACTIVATION AND NON-REFUNDABLE FEES

For purposes of this policy, service activation occurs when the Company publishes a listing or auction catalog, launches advertising, deploys a promotional placement, or begins another expressly agreed service.

Except for the conditional refund described below, a separate written agreement, or a refund required by law, fees for activated services are non-refundable.

Publication or activation establishes that the corresponding service has begun or been delivered. It does not eliminate any obligation to perform additional services expressly included in the purchased package.

Failure to sell an asset, failure to reach a reserve, buyer nonpayment, or dissatisfaction with the number or quality of inquiries does not, by itself, create eligibility for a service-fee refund.

### 3.2 72-HOUR CONDITIONAL SELLER REFUND

A seller may qualify for a conditional refund of service fees only if all of the following requirements are satisfied:

- The seller independently completes a sale of the listed asset within seventy-two (72) hours after payment for the services.

- The seller submits a written refund request within that same seventy-two (72) hour period.

- The seller submits a notarized bill of sale within that same period.

- The bill of sale accurately identifies the asset, buyer, seller, and actual sale date and documents a completed transaction.

- The independent sale does not violate an existing auction commitment, binding sale, seller agreement, or applicable platform requirement.

An inquiry, offer, deposit, or proposed transaction alone does not constitute a completed sale.

The Company will review the submitted documentation against these requirements. Missing, inaccurate, or late documentation makes the request ineligible, except where applicable law requires otherwise.

Any approved refund may be reduced by actual, documented, nonrecoverable payment processing charges and charges for services already performed, but only to the extent those deductions were disclosed and agreed before purchase and are permitted by law. No amount will be deducted twice.

### 4. PAYMENT DISPUTES AND CHARGEBACKS

Customers with questions about a charge or the delivery of services are encouraged to contact support@theheritageexchange.net so the Company can investigate and attempt to resolve the issue.

For a payment dispute, the Company may provide relevant evidence to the payment processor or financial institution, including service records, listing screenshots, publication timestamps, communications, transaction records, and agreement acceptance records.

A refund or cancellation request does not automatically reverse a payment or cancel an existing auction obligation.

Nothing in these Terms limits a customer’s rights under applicable law or applicable payment-network rules to dispute an unauthorized charge, billing error, or services not provided as agreed.

The Company may contest inaccurate dispute allegations and pursue remedies available under applicable law for knowingly false or fraudulent claims. Filing a dispute, or receiving an unfavorable dispute decision, does not by itself establish fraud.

Any recovery of dispute fees or other costs must be authorized by an applicable agreement and permitted by law.

### 5. NO GUARANTEE OF SALE OR MARKETING RESULTS

The Heritage Exchange agrees to provide the services described in the applicable service agreement or order confirmation.

We do not guarantee:

- A completed auction or private sale.

- Achievement of a reserve or target price.

- A particular number of bids, inquiries, views, or leads.

- The seriousness, financial capacity, or performance of any prospective buyer.

- A particular time to sale.

- A particular advertising return or financial outcome.

Estimates of value, anticipated interest, or likely sale timing are opinions rather than guarantees, unless expressly identified as a contractual guarantee in a written agreement.

The absence of a completed sale does not, by itself, establish that agreed auction, marketing, or advertising services were not provided.

### 6. SELLER REPRESENTATIONS AND AUTHORIZATION

By submitting an asset for listing, advertising, or auction, you represent that:

- You own the asset or have legal authority to offer it for sale.

- You have disclosed known liens, ownership restrictions, material defects, and other information necessary for an accurate listing.

- Descriptions, photographs, specifications, operating hours, mileage, and other information you supply are accurate to the best of your knowledge.

- You own or have permission to use submitted photographs and other content.

- You will provide required ownership and transfer documents.

- You will comply with your seller agreement, applicable auction terms, platform requirements, and applicable law.

- You will promptly notify the Company of any material change in the asset’s condition, availability, or sale status.

You authorize the Company to prepare, publish, promote, and administer listings and auctions within the scope of your seller agreement.

You grant the Company a non-exclusive license to use submitted photographs, descriptions, and other content to perform the agreed services. Any use after the engagement ends is limited to lawful recordkeeping, dispute documentation, and uses separately authorized by you.

Listing an asset does not transfer ownership to the Company.

### 9.3 THIRD-PARTY SHARING

We may share information reasonably necessary to provide our services with:

- Auction platforms, including Proxibid.

- Advertising platforms, listing marketplaces, and promotional service providers.

- Payment processors.

- CRM, hosting, analytics, and other operational service providers.

- Prospective buyers or sellers where necessary to facilitate an inquiry or transaction.

- Professional advisers and legal authorities where reasonably necessary or legally required.

Information submitted directly to a third-party platform is also governed by that platform’s privacy policy and applicable agreements.

### 14. MODIFICATIONS

We may update these Terms prospectively by posting a revised version with a new effective date.

An update does not retroactively change fees, refund eligibility, or other agreed obligations for an existing purchase or completed transaction without a legally valid agreement.

For future purchases, the applicable version will be presented or made available before acceptance. We will obtain additional consent where required by law.

15. CONTACT INFORMATION

Chilly Water Consulting LLC

d/b/a The Heritage Exchange

17082 Dora Hamann Pkwy

Omaha, NE 68116

(402) 226-5469

Email: support@theheritageexchange.net

Website: www.theheritageexchange.net