Marketplace Disclaimer and Liability Disclosure

PURPOSE AND SCOPE

This Marketplace Disclaimer and Liability Disclosure (“Disclaimer”) establishes the limitations, disclosures, and risk allocations applicable to your use of the BidFlag website, mobile application, and related services (collectively, the “Platform”).

BidFlag provides an online marketplace through which independent users may list, advertise, offer, purchase, and bid on goods.

This Disclaimer should be read together with BidFlag's Terms & Conditions, Privacy Policy, and other applicable Platform policies. By accessing or using the Platform, you acknowledge that you have read, understood, and agreed to this Disclaimer to the maximum extent permitted by applicable law.

BIDFLAG'S LIMITED ROLE

BidFlag operates solely as a technology and marketplace platform connecting independent buyers and sellers.

BidFlag is not the seller, buyer, manufacturer, distributor, owner, importer, exporter, broker, agent, or representative of goods listed by users, except where BidFlag expressly states otherwise in writing.

BidFlag generally does not take physical possession, custody, ownership, or control of goods listed or exchanged through the Platform.

Accordingly, BidFlag does not guarantee the existence, availability, ownership, legality, authenticity, quality, safety, condition, value, or suitability of any item.

INDEPENDENT USER RELATIONSHIPS

All sellers and buyers using BidFlag act independently and for their own account.

Nothing in the use of the Platform creates or shall be construed to create an agency, partnership, joint venture, employment, franchise, fiduciary, or other representative relationship between BidFlag and any user.

Sellers are independent sellers and do not act on behalf of, or with authority to bind, BidFlag.

No user is authorized to make representations, warranties, promises, commitments, or agreements on behalf of BidFlag.

NO ENDORSEMENT OR VERIFICATION

The appearance of any user, seller, buyer, listing, item, photograph, description, review, rating, or other content on the Platform does not constitute an endorsement, sponsorship, certification, authentication, verification, or guarantee by BidFlag.

BidFlag does not routinely inspect, authenticate, appraise, certify, or independently verify every item or representation submitted by users.

Any statement concerning an item's condition, authenticity, ownership, value, history, legality, or characteristics is made by the applicable user and not by BidFlag, unless expressly stated otherwise.

SELLER RESPONSIBILITY

Each seller is solely responsible for the goods the seller lists or offers through the Platform.

Sellers are responsible for:

• a. having lawful possession of

and authority to sell or transfer listed goods;

• b. ensuring that listed goods

are accurately described;

• c. disclosing material defects

or relevant conditions;

• d. ensuring that goods comply

with applicable law and BidFlag policies;

• e. properly packaging and

lawfully shipping goods;

• f. fulfilling completed

transactions; and

• g. responding to claims or

disputes concerning their listings and transactions.

BidFlag does not assume responsibility for a seller's failure to perform any obligation owed to a buyer.

BUYER RESPONSIBILITY AND DUE DILIGENCE

Buyers are responsible for exercising reasonable judgment and conducting appropriate due diligence before bidding on or purchasing an item.

Before completing a transaction, buyers should independently evaluate the item's description, photographs, condition, authenticity, legality, suitability, shipping requirements, and other material characteristics.

No listing should be treated as a representation or guarantee made by BidFlag.

ASSUMPTION OF RISK

To the maximum extent permitted by applicable law, use of the Platform and participation in transactions with other users are undertaken at the user's own discretion and risk.

Users acknowledge that online marketplace transactions may involve risks, including fraud, misrepresentation, non-performance, defective or counterfeit goods, property loss, shipping problems, and disputes between users.

Users are responsible for taking reasonable precautions appropriate to the transaction.

USER CONDUCT AND THIRD-PARTY ACTIVITY

BidFlag makes reasonable efforts to maintain a fair and reasonably safe marketplace. However, BidFlag cannot guarantee that every user is honest, lawful, trustworthy, or free from fraudulent or criminal intent.

To the maximum extent permitted by law, BidFlag is not responsible for the acts, omissions, statements, representations, negligence, fraud, theft, deception, criminal conduct, or other misconduct of buyers, sellers, or third parties.

This includes conduct occurring through communications, listings, transactions, shipping arrangements, or other interactions between users.

CRIMINAL AND UNLAWFUL ACTIVITY

BidFlag does not authorize, endorse, support, or knowingly facilitate unlawful activity.

However, BidFlag cannot guarantee that unlawful conduct will never occur on or through the Platform.

Where BidFlag reasonably believes that unlawful activity, fraud, abuse, or a violation of Platform policies has occurred, BidFlag may, to the extent permitted by law:

remove or restrict content;

cancel or restrict transactions;

suspend or terminate accounts;

preserve relevant information;

cooperate with payment providers, carriers, regulators, law enforcement, or other appropriate authorities; and

take any other action reasonably necessary to protect the Platform and its users.

PROHIBITED GOODS

BidFlag prohibits the listing, sale, purchase, transfer, or facilitation of goods and activities identified as prohibited under its Terms & Conditions and applicable Platform policies.

BidFlag may remove prohibited listings when identified; however, BidFlag does not warrant that every prohibited listing will be detected or removed before a transaction occurs.

Users remain solely responsible for complying with applicable laws and Platform restrictions.

HAZARDOUS MATERIALS AND SHIPPING

BidFlag does not guarantee that an item may lawfully or safely be transported through any particular carrier.

Users are solely responsible for determining whether an item is subject to hazardous-material, packaging, labeling, transportation, customs, or carrier restrictions.

The lawful possession of an item does not necessarily mean that its listing, sale, or shipment is permitted through the Platform.

NO GUARANTEE OF TRANSACTION PERFORMANCE

BidFlag does not guarantee that:

• a. a seller will fulfill an

order;

• b. a buyer will complete a

purchase;

• c. an item will be delivered;
• d. an item will conform to a

listing;

• e. an item will be authentic or

free from defects;

• f. a transaction will be

completed without dispute; or

• g. any user will perform as represented.

BidFlag may provide transaction-management or dispute-related services as a marketplace convenience, but such services do not make BidFlag a party to the underlying transaction unless expressly stated otherwise.

USER-GENERATED CONTENT

Listings, photographs, descriptions, reviews, ratings, messages, and other materials submitted by users (“User Content”) are the responsibility of the users who submit them.

BidFlag does not guarantee the accuracy, completeness, legality, reliability, or authenticity of User Content.

Users should not rely upon User Content as information independently verified by BidFlag.

IDENTITY AND USER VERIFICATION

Where BidFlag offers identity verification, account verification, ratings, reviews, or similar features, such measures are intended to assist marketplace operations and do not constitute a guarantee of a user's identity, character, reliability, financial ability, honesty, or safety.

Users remain responsible for exercising appropriate caution when interacting with other users.

PLATFORM SECURITY AND AVAILABILITY

The Platform is provided on an “AS IS” and “AS AVAILABLE” basis to the maximum extent permitted by applicable law.

BidFlag does not warrant that the Platform will be continuously available, uninterrupted, error-free, secure, accurate, or free from unauthorized access, viruses, malware, or other harmful components.

BidFlag may modify, suspend, restrict, or discontinue any part of the Platform where reasonably necessary.

THIRD-PARTY SERVICES

The Platform may depend upon or interact with third-party services, including payment processors, shipping carriers, technology providers, hosting providers, communication services, and other third parties.

BidFlag does not control and, to the maximum extent permitted by law, is not responsible for the acts, omissions, failures, delays, policies, or performance of independent third-party service providers.

EXTERNAL LINKS

The Platform may contain links or references to third-party websites or services.

Such links are provided for convenience and do not constitute endorsement or adoption by BidFlag.

BidFlag is not responsible for the content, security, availability, privacy practices, or operations of third-party websites or services.

NO PROFESSIONAL ADVICE

Information provided through the Platform is for general marketplace purposes only and does not constitute legal, financial, tax, investment, shipping, safety, valuation, or other professional advice.

Users are responsible for obtaining independent professional advice when appropriate.

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIDFLAG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND AVAILABILITY.

BIDFLAG DOES NOT WARRANT OR GUARANTEE THE QUALITY, CONDITION, AUTHENTICITY, SAFETY, LEGALITY, OWNERSHIP, VALUE, SUITABILITY, OR PERFORMANCE OF ANY ITEM, USER, LISTING, OR TRANSACTION.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BID FLAG, LLC, F&H PIVOTAL HOLDING LLC, AND THEIR RESPECTIVE OWNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO:

• a. use of or inability to use

the Platform;

• b. any transaction between

users;

• c. any item listed, purchased,

sold, transferred, or shipped through the Platform;

• d. User Content or inaccurate

representations;

• e. fraud, theft, deception,

criminal activity, or misconduct by a user or third party;

• f. shipping, delivery, loss, or

damage involving an item; or

• g. reliance upon information

supplied by users.

Nothing in this Disclaimer shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law.

RELEASE OF CLAIMS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USERS AGREE THAT BIDFLAG SHALL NOT BE TREATED AS A PARTY TO A USER-TO-USER TRANSACTION AND, EXCEPT FOR CLAIMS THAT CANNOT LAWFULLY BE RELEASED, USERS RELEASE BIDFLAG AND THE PARTIES IDENTIFIED IN SECTION 20 FROM CLAIMS ARISING SOLELY FROM DISPUTES, REPRESENTATIONS, CONDUCT, OR TRANSACTIONS BETWEEN USERS.

This release does not apply to any liability that applicable law prohibits a party from releasing or waiving.

INDEMNIFICATION

To the maximum extent permitted by applicable law, each user agrees to defend, indemnify, and hold harmless BidFlag, Bid Flag, LLC, F&H Pivotal Holding LLC, and their respective owners, affiliates, officers, directors, employees, agents, contractors, and service providers from claims, liabilities, damages, losses, costs, and reasonable attorneys' fees arising from or relating to:

• a. the user's use of the

Platform;

• b. the user's listing, sale,

purchase, or transaction;

• c. User Content submitted by

the user;

• d. the user's breach of this

Disclaimer or applicable Platform policies;

• e. violation of applicable law

or third-party rights; or

• f. the user's fraud,

negligence, misrepresentation, misconduct, or unlawful activity.

BIDFLAG'S ENFORCEMENT RIGHTS

BidFlag reserves the right, but does not assume an obligation, to investigate suspected violations of this Disclaimer, its Terms & Conditions, or applicable law.

BidFlag may remove or restrict content, suspend or terminate accounts, cancel transactions, limit Platform access, or take other appropriate measures when reasonably necessary to protect BidFlag, its users, third parties, or the integrity of the Platform.

BidFlag's failure to enforce a provision immediately shall not constitute a waiver of its right to enforce that provision later.

FORCE MAJEURE

To the maximum extent permitted by applicable law, BidFlag shall not be responsible for delays, interruptions, failures, or losses resulting from circumstances beyond its reasonable control, including natural disasters, severe weather, governmental actions, war, terrorism, labor disruptions, telecommunications failures, internet outages, cyber incidents, infrastructure failures, carrier disruptions, or failures of third-party service providers.

SURVIVAL

Any provision that by its nature should survive termination or discontinuation of a user's account or access to the Platform shall survive, including provisions concerning disclaimers, assumption of risk, limitation of liability, release, indemnification, intellectual property, dispute resolution, and governing law.

NON-WAIVABLE RIGHTS

Nothing in this Disclaimer is intended to waive, restrict, or eliminate any statutory, regulatory, consumer-protection, or other right, remedy, duty, or liability that cannot lawfully be waived, restricted, or excluded under applicable federal or Maryland law.

If any provision conflicts with a mandatory legal requirement, the applicable mandatory requirement shall control to the extent of the conflict.

GOVERNING LAW

This Disclaimer shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict-of-law principles, except to the extent applicable federal law or another mandatory law provides otherwise.

Any dispute arising from or relating to this Disclaimer shall be subject to the jurisdiction and venue permitted under applicable Maryland and federal law.

SEVERABILITY

If any provision of this Disclaimer is determined to be unlawful, invalid, or unenforceable, that provision shall be modified or enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

AMENDMENTS

BidFlag reserves the right to modify or update this Disclaimer from time to time.

Any revised version may be posted on the Platform with an updated Effective Date. Continued use of the Platform after the revised Disclaimer becomes effective constitutes acceptance of the revised provisions to the extent permitted by applicable law.

ENTIRE DISCLOSURE

This Disclaimer, together with BidFlag's Terms & Conditions and other policies expressly incorporated by reference, constitutes the applicable disclosure concerning BidFlag's role, limitations of responsibility, and allocation of risk in connection with the Platform.

CONTACT INFORMATION

BidFlag

Attn: Ronnie McGaskey, Founder

Silver Spring, Maryland, United States

Website: BidFlag.com

By accessing or using the BidFlag Platform, you acknowledge that you have had the opportunity to review this Disclaimer and agree to be bound by its terms to the maximum extent permitted by applicable law.