BigEquipCo Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the BigEquipCo website, marketplace, dealer tools, Command Center, dealer websites, applications, and other products and services made available by BigEquipCo (collectively, the “Services”).

The Services are provided by Alaina Caroline LLC, doing business as BigEquipCo, a Texas limited liability company, with an address at:

301 Commerce St., Suite 1410
Fort Worth, Texas 76102

In these Terms, “BigEquipCo,” “we,” “our,” and “us” refer to Alaina Caroline LLC DBA BigEquipCo. “You” and “your” refer to any person or entity accessing or using the Services.

BY ACCESSING OR USING BIGEQUIPCO, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

1. BigEquipCo Services

BigEquipCo provides an online marketplace and technology platform serving the heavy-equipment industry. Our Services may include:

• equipment listings and marketplace exposure;
  buyer and seller communications;
  dealer accounts and Command Center tools;
  inventory management;
  dealer websites;
  advertising and promotional services;
  lead-generation tools;
  inventory distribution to participating marketplaces or websites;
  membership and subscription services;
  selected equipment sales or commission-based programs; and
  other services BigEquipCo may introduce from time to time.

Unless expressly stated otherwise for a particular service or transaction, BigEquipCo does not own the equipment listed by users and is not the buyer or seller of that equipment.

Buyers and sellers are responsible for evaluating equipment, negotiating transaction terms, conducting inspections and due diligence, arranging payment, transportation, insurance, taxes, title transfer, and completing the transaction.

BigEquipCo Sales and Commission Programs

Certain equipment may participate in a BigEquipCo sales, marketing, referral, commission, or inventory program.

When a seller expressly enrolls equipment in such a program, BigEquipCo may provide additional sales, marketing, lead-management, negotiation, promotional, or transaction-support services and may receive a commission or other fee according to the applicable program terms.

Participation in one such program does not mean that BigEquipCo owns the equipment or takes physical possession of it unless a separate written agreement expressly states otherwise.

Where separate program terms, listing agreements, commission agreements, membership agreements, or other written agreements apply, those terms will supplement these Terms and control to the extent of any direct conflict.

2. Accounts and Eligibility

You must be legally capable of entering into a binding agreement to use the Services.

If you create or use an account on behalf of a company, dealership, organization, or other entity, you represent that you have authority to act on behalf of and bind that entity.

You agree to provide accurate and current information and to keep your account credentials secure.

You are responsible for activity conducted through your account and should notify BigEquipCo promptly if you believe your account has been compromised.

We may verify account or business information when reasonably necessary for security, fraud prevention, payment processing, marketplace integrity, or compliance purposes.

3. Equipment Listings and Seller Responsibilities

A user submitting an equipment listing represents and warrants that:

• the information provided is accurate to the best of the user's knowledge;
  the user owns the equipment or has authority to advertise and sell it;
  photographs, specifications, descriptions, pricing, location information, and other submitted content do not knowingly misrepresent the equipment;
  the listing does not violate another person's intellectual-property or privacy rights; and
  the listing complies with applicable laws.

Sellers are responsible for the accuracy of their listings, including information generated, enhanced, formatted, or suggested through artificial-intelligence tools.

BigEquipCo may edit formatting, organize information, generate descriptions, improve presentation, or otherwise process listing information to operate and promote the marketplace, but the seller remains responsible for the underlying accuracy of the equipment information supplied to us.

BigEquipCo may decline, suspend, modify, remove, or request verification of a listing where we reasonably believe information is inaccurate, misleading, fraudulent, unlawful, duplicative, unsafe, or inconsistent with our marketplace standards.

4. Pricing and Equipment Condition

Unless expressly identified otherwise, listing prices, asking prices, estimated values, specifications, photographs, operating hours, mileage, equipment condition, availability, and similar information are supplied by sellers or other authorized data sources.

BigEquipCo does not independently warrant that such information is complete or accurate.

Buyers should independently inspect equipment and verify material information before completing a transaction.

A listing appearing on BigEquipCo does not constitute a warranty by BigEquipCo regarding title, ownership, condition, merchantability, fitness for a particular purpose, safety, functionality, value, or regulatory compliance.

5. Transactions Between Users

Except when an applicable BigEquipCo program expressly provides otherwise, negotiations and transactions are conducted directly between buyers and sellers.

BigEquipCo does not guarantee:

• that a seller will complete a transaction;
  that a buyer will make payment;
  the identity or creditworthiness of a user;
  equipment condition;
  clear title;
  availability;
  shipping or delivery;
  financing approval; or
  the outcome of any transaction.

Users are responsible for performing appropriate due diligence before sending funds, releasing equipment, signing documents, or otherwise completing a transaction.

6. Memberships and Paid Services

BigEquipCo may offer paid memberships, subscriptions, advertising products, dealer websites, listing packages, promotional placements, integrations, or other paid services.

Pricing, included features, listing limits, billing intervals, cancellation terms, and other applicable conditions will be presented when you purchase or enroll in the applicable service.

Unless otherwise stated, subscription charges may recur until canceled.

BigEquipCo may change future pricing or service features upon reasonable notice where required by applicable law. Changes will not retroactively alter fees already incurred.

Additional services or optional extras may be subject to separate charges.

7. Dealer Websites and Inventory Distribution

BigEquipCo may provide dealer websites and tools that allow dealers to manage inventory from one system and publish or distribute inventory to BigEquipCo or other supported destinations.

The availability and functionality of third-party destinations may depend on third-party integrations, approvals, APIs, feeds, policies, or technical availability.

BigEquipCo does not guarantee continuous availability of a third-party marketplace or integration.

Dealers remain responsible for ensuring that inventory information they provide is accurate and that they have the right to distribute that information.

8. Leads and Communications

BigEquipCo may facilitate communications between buyers, sellers, dealers, prospects, and other users.

Messages, inquiries, contact requests, leads, and similar communications may be stored and processed to provide the Services, improve customer support, maintain records, prevent fraud, analyze marketplace performance, and deliver the communication to the intended recipient.

Users may not use BigEquipCo to send unlawful spam, deceptive solicitations, harassment, abusive material, or communications unrelated to legitimate marketplace or business activity.

9. Communications and Call Recording

If BigEquipCo offers telephone routing, call tracking, transcription, messaging, AI-assisted summaries, or similar communications services, communications may be processed, monitored, recorded, transcribed, or summarized where permitted by applicable law.

Where notice or consent is legally required, the party using such tools is responsible for providing required notices and obtaining required consent from its employees, customers, prospects, or other participants.

Users are responsible for configuring and using communication-recording features in compliance with applicable law.

10. User Content

“User Content” means information, photographs, videos, equipment information, descriptions, messages, documents, logos, dealership information, reviews, and other material you submit through the Services.

You retain ownership of your User Content.

By providing User Content to BigEquipCo, you grant BigEquipCo a non-exclusive, worldwide, royalty-free license to host, store, reproduce, format, display, distribute, transmit, promote, and otherwise use that content as reasonably necessary to:

• operate the Services;
  display and promote your listings;
  provide dealer websites;
  distribute authorized inventory feeds;
  provide marketplace and advertising services;
  improve and support the Services; and
  perform services you request.

This license includes the right to resize, crop, format, transcode, organize, and adapt content for technical or display purposes.

You represent that you have the rights necessary to grant this license.

11. Intellectual Property

Except for User Content and third-party materials, BigEquipCo and its licensors own the intellectual-property rights in the BigEquipCo platform, software, designs, graphics, branding, interfaces, databases, documentation, and other proprietary materials.

The BigEquipCo name, trademarks, logos, and related branding may not be used without authorization.

Nothing in these Terms transfers ownership of BigEquipCo intellectual property to you.

12. Acceptable Use

You may not:

• use the Services for unlawful or fraudulent purposes;
  misrepresent your identity, business, equipment, pricing, ownership, or authority;
  interfere with the security or operation of the Services;
  introduce malicious code;
  attempt unauthorized access to another user's account or private area of the Services;
  circumvent access controls or security measures;
  use automated tools in a manner that materially disrupts the Services;
  harvest personal information for unlawful purposes;
  impersonate BigEquipCo or another user;
  infringe intellectual-property rights;
  use the Services to harass or threaten another person; or
  use BigEquipCo data to create a misleading competing database or service in violation of applicable law or contractual restrictions.

We may investigate suspected misuse and may suspend or terminate access where reasonably necessary to protect BigEquipCo, our users, or third parties.

13. Automated Access and Data Use

You may not scrape, harvest, systematically extract, reproduce, republish, or commercially exploit substantial portions of BigEquipCo's proprietary marketplace data without our written authorization.

Authorized integrations, inventory feeds, APIs, dealer tools, and distribution services are governed by their applicable access permissions and terms.

Publicly accessible information may be indexed by ordinary search engines consistent with generally accepted web standards and BigEquipCo's technical controls.

14. Artificial Intelligence

BigEquipCo may use artificial-intelligence and automated tools to support features such as listing descriptions, equipment categorization, search, recommendations, customer service, lead organization, analytics, image processing, and other platform functions.

AI-generated or AI-assisted information may contain errors and should not be treated as a substitute for independent verification of equipment specifications, pricing, condition, legal requirements, or transaction terms.

15. Third-Party Services

BigEquipCo may integrate with or link to third-party products and services, including payment processors, financing providers, shipping providers, insurance providers, analytics platforms, advertising services, inventory marketplaces, and other technology providers.

BigEquipCo is not responsible for the acts, omissions, availability, security, accuracy, or policies of independent third parties.

Use of third-party services may be governed by separate agreements between you and those providers.

BigEquipCo may receive compensation, referral fees, commissions, advertising revenue, or other consideration in connection with certain third-party relationships or services.

16. Payments

BigEquipCo may use third-party payment processors to collect membership fees, listing charges, advertising fees, commissions, dealer website fees, optional service fees, and other amounts.

By submitting payment information, you authorize the applicable charges disclosed to you at the time of purchase.

Payment processing may also be governed by the payment processor's terms and privacy policies.

17. Taxes

Users are responsible for determining and satisfying taxes, registration fees, duties, title fees, licensing requirements, and other governmental charges arising from the purchase or sale of equipment unless applicable law or a written agreement expressly requires BigEquipCo to handle a particular obligation.

BigEquipCo does not provide tax advice.

Users should consult qualified tax professionals regarding their own obligations.

18. Export and Trade Compliance

Equipment transactions may be subject to export, import, customs, sanctions, or trade-control laws.

Buyers and sellers are responsible for determining and complying with requirements applicable to their transactions.

Users may not use BigEquipCo in connection with transactions prohibited by applicable sanctions or trade laws.

19. Service Availability

We work to keep BigEquipCo available and functioning properly, but we do not guarantee uninterrupted or error-free operation.

We may modify, suspend, maintain, update, replace, or discontinue portions of the Services from time to time.

Temporary outages, third-party interruptions, maintenance, software bugs, network failures, or other circumstances may affect availability.

20. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, BIGEQUIPCO AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

BIGEQUIPCO DISCLAIMS WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND FITNESS OF ANY EQUIPMENT FOR A PARTICULAR USE.

BIGEQUIPCO DOES NOT WARRANT EQUIPMENT LISTED BY USERS OR GUARANTEE THE SUCCESS OF ANY SALE, PURCHASE, LEAD, INQUIRY, MARKETING CAMPAIGN, DEALER WEBSITE, OR OTHER TRANSACTION OR SERVICE.

21. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, BIGEQUIPCO AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE SERVICES.

THIS INCLUDES LOST PROFITS, LOST BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSSES ARISING FROM A TRANSACTION BETWEEN USERS.

To the extent permitted by law, BigEquipCo's aggregate liability arising from a claim relating to the Services will not exceed the greater of:

• (a) $1,000; or
  (b) the amount you paid BigEquipCo for the particular Service giving rise to the claim during the 12 months preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot legally be excluded.

22. Indemnification

You agree to indemnify and hold harmless Alaina Caroline LLC DBA BigEquipCo and its affiliates, members, managers, employees, contractors, agents, successors, and assigns from third-party claims, liabilities, damages, losses, and reasonable expenses arising from:

• your breach of these Terms;
  your User Content;
  an equipment listing you submit;
  equipment you buy, sell, transport, inspect, operate, or deliver;
  your violation of applicable law;
  your violation of another person's rights; or
  misuse of the Services.
  23. Suspension and Termination

We may restrict, suspend, or terminate access where reasonably necessary because of:

• violation of these Terms;
  suspected fraud;
  security risks;
  unlawful activity;
  nonpayment;
  material marketplace abuse;
  threats to other users or BigEquipCo; or
  requirements imposed by law.

Termination does not eliminate payment obligations or rights and obligations that by their nature should survive termination.

24. Privacy

BigEquipCo's collection and use of personal information are governed by our Privacy Policy.

Our use of cookies and similar technologies may also be described in a separate Cookie Policy or consent notice.

25. Changes to These Terms

We may update these Terms from time to time.

When appropriate, we may provide notice by posting updated Terms on the Site, updating the effective date, or providing another form of notice.

Continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms to the extent permitted by law.

26. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

Unless applicable law requires otherwise, any legal proceeding arising from these Terms or the Services shall be brought in the state or federal courts located in Tarrant County, Texas, and you consent to the jurisdiction of those courts.

27. Severability

If any provision of these Terms is determined to be invalid or unenforceable, that provision will be enforced to the greatest extent permitted by law, and the remaining provisions will remain effective.

28. No Waiver

Failure by BigEquipCo to enforce any provision of these Terms does not waive our right to enforce that provision or another provision later.

29. Assignment

You may not assign your rights or obligations under these Terms without BigEquipCo's written consent.

BigEquipCo may assign these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, transfer of the Services, or similar business transaction.

30. Entire Agreement

These Terms, together with the Privacy Policy and any applicable membership, subscription, listing, dealer website, advertising, commission, inventory-program, or other written agreement between you and BigEquipCo, constitute the agreement governing your use of the applicable Services.

Where a separate written agreement specifically governs a service and conflicts with these Terms, the more specific agreement controls for that service.

31. Contact

Questions regarding these Terms may be submitted through the BigEquipCo Contact Us page or sent to:

Alaina Caroline LLC DBA BigEquipCo
301 Commerce St., Suite 1410
Fort Worth, TX 76102