TERMS OF USE
PLEASE READ THESE TERMS OF USE CAREFULLY

DISCLAIMER: ALL SERVICES PROVIDED “AS IS,” WITH NO WARRANTIES. All rights reserved.

The following terms and conditions (the "Terms of Use") and the terms and conditions govern your use of https://www.wci-auction.org/ and any subdomains thereof (the "Auction Site") and the Markit services and applications provided by Markit through the auction site, service, and process (collectively, the "Auction Services"). The Auction Site and the Auction Services are made available by Markit North America, Inc. and/or its affiliates, successors and assigns ("Markit" or "we" or "us").

We may change these Terms of Use from time to time, by posting such changes on the Auction Site, and such changes will be effective upon any further use of the Auction Site or Auction Services. BY USING THE AUCTION SITE AND/OR THE AUCTION SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE AS APPLIED TO YOUR USE OF THE AUCTION SITE AND AUCTION SERVICES. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT ACCESS OR OTHERWISE USE THE AUCTION SITE OR AUCTION SERVICES.

1. Proprietary Rights. As between you and Markit, and except for your Submitted Materials (as defined in Section 5 below), Markit owns or has rights to, all right, title and interest in and to the Auction Site, the Auction Services and all the content, software, code, data and other materials thereon (collectively, the "Site Content"), the look and feel, design and organization of the Auction Site and the Auction Services, and the compilation of the Site Content, including but not limited to any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the Auction Site and/or the Auction Services does not grant to you ownership or title of, in or to any Site Content or any other part of the Auction Site or Auction Services.

2. Limited License. Subject to the terms and conditions set forth in these Terms of Use, Markit grants you a non-exclusive, non-transferable, limited license to access, view use and display the Auction Site and Auction Services on your computer or other Internet-capable device, provided that you comply fully with these Terms of Use. Any other use, including distribution, publishing, creating derivative works, copying or other exploitation of the Auction Site, the Auction Services, or any Site Content or data or information accessible via the Auction Site and/or the Auction Services, is not allowed. You may not block, disable, remove or obscure any copyright or other notices or legends contained in or associated with the Auction Site or Auction Services. The Auction Site and/or the Auction Services may enable you may access websites, content, or services of third party that you are authorized to access as a result of your agreements with such providers or the auction process ("Auction Partners"). Your access of any Auction Partner websites or services shall be subject to the terms or use/service of such Auction Partner and all terms and conditions of all agreements between you (or your employer) and the Auction Partners whose websites you access through the Auction Site or the Auction Services. MARKIT IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR DATA PROVIDED BY AUCTION PARTNERS, AND MARKIT IS NOT RESPONSIBLE FOR ANY ERRORS, OMISSIONS, TECHNICAL PROBLEMS, DOWNTIME OR ANY OTHER ACTIVITIES OR MALFUNCTIONS ON ANY AUCTION PARTNER'S WEBSITE or SERVICE, IRRESPECTIVE OF WHETHER SUCH AUCTION PARTNER'S WEBSITE OR SERVICE IS ACCESSED VIA THE AUCTION SITE OR AN AUCTION SERVICE, OR RESULTING FROM YOUR ACCESS AND USE THEREOF.

3. Trademarks. The trademarks, logos, service marks and trade names that may be displayed on the Auction Site and Auction Services are registered and unregistered trademarks of Markit and other persons (collectively, the "Trademarks"), and may not be used unless authorized by the respective Trademark owner. Nothing contained on the Auction Site or Auction Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Auction Site or Auction Services without the respective Trademark owner's written permission.

4. User Accounts. Markit's information collection and use policies with respect to user information collected in connection with your use of the Auction Site and Auction Services are set forth in the Auction Site's Privacy Policy (https://www.wci-auction.org/PrivacyPolicy). which is incorporated herein by reference for all purposes. You agree to provide only true, accurate, current and complete information, and you accept all responsibility for all activities that occur under your account or password. You should not sell, transfer nor assign your account or allow others to use it, and you are responsible for maintaining the confidentiality of your user name and password. Markit reserves the right, in its sole discretion and without notice to you, to terminate your account and/or to restrict your access to all or part of the Auction Site and/or Auction Services for any reason, including without limitation for extended periods of inactivity.

5. Submitted Materials. Any information, proposals, requests, creative works, trading strategies, pictures, documents, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent on or through the Auction Site or Auction Services in any manner (collectively, "Submitted Materials") may be used by Markit in any manner consistent with these Terms of Use and the Auction Site's Privacy Policy (https://www.wci-auction.org/PrivacyPolicy).

By submitting Submitted Materials on the Auction Site or Auction Services, you: (i) represent and warrant that either (A) your Submitted Materials are original to you and that no other party has any rights thereto or (B) that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Auction Site or Auction Services for Markit's use in accordance with these Terms of Use and the purposes described on the Auction Site or Auction Services; and (ii) you grant to Markit (and its affiliates) a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, and export such material (in whole or part) and/or to incorporate it (in whole or in part) in other works (including, without limitation, the Auction Site or Auction Services and results and data there from), products or services in any form, media, or technology now known or later developed.

6. Rules of Conduct. While accessing or using the Auction Site and/or the Auction Services, in addition to any other supplementary terms and conditions that may be posted or otherwise made available in connection with particular areas or features of the Auction Site or Auction Services, you agree that you shall not:

8. Interactive Services. The Auction Site and Auction Services may include certain features that allow users to interact and communicate with each other and/or with the general public (such as messaging services, chat services, bulletin boards, message boards, blogs and other similar interactive services, areas and services) (collectively, the "Interactive Services"). All of the terms and conditions set forth in these Terms of Use are applicable to your use of the Interactive Services. It is important to remember that content submitted to a Interactive Service may be recorded and stored in multiple places, including on the Auction Site, the Auction Services and elsewhere on the Internet, and you may have no control over who will access or view them eventually. Therefore, you should be careful and selective about the information that you choose to disclose in such Interactive Services and on the Auction Site and/or through the Auction Services in general about yourself and others, and in particular, you should not disclose any sensitive, personally identifiable, proprietary or confidential information in your submissions to the Interactive Services.

9. Right to Monitor and Editorial Control. Markit reserves the right (but does not have nor assume any obligation) to monitor and/or review all information and materials posted or otherwise submitted to the Auction Site and/or Auction Services (including, without limitation, the Interactive Services). Markit is not responsible for any such materials. However, Markit shall have the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Markit's sole discretion, are objectionable or in violation of these Terms of Use, Markit's policies or applicable law.

10. Indemnification. You agree to defend, indemnify and hold Markit and its affiliates and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from (i) your use of the Auction Site and/or Auction Services, (ii) your Submitted Materials, in whole or in part, or (iii) your breach or violation of the law or these Terms of Use. Markit reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense.

11. Linking to the Auction Site. You agree that, without the prior express permission of Markit: (a) if you include a link from any other website to the Auction Site, such link shall open in a new browser window and shall link to the home page of the Auction Site; (b) you are not permitted to link directly to any image hosted on the Auction Site, such as using an "in-line" linking method to cause the image hosted by us to be displayed on another website; and (c) you may not link from any other website to the Auction Site in any manner such that the Auction Site, or any page of the Auction Site, is "framed," surrounded or obfuscated by any third party content, materials or branding. The posting or creation of a link to any Auction Site signifies that you have read the restrictions described herein and agree to abide by their terms. Markit may, in its sole discretion, insist that any link to the Auction Site be discontinued, and Markit may revoke your right to link to the Auction Site from any other website at any time upon written notice to you.

12. Third Party Web Sites. You may be able to link from the Auction Site to third party web sites, including, but not limited to the sites owned or controlled by the Auction Partners, and third party web sites may link to the Auction Site ("Linked Sites"). You acknowledge and agree that Markit has no responsibility for any information, content, advertising, products, services or other materials on any Linked Sites, and that links to Linked Sites do not necessarily constitute an endorsement, approval or sponsorship thereof by Markit. If you choose to rely on any Linked Site or information contained thereon, you are doing so at your own risk and you assume all responsibilities and consequences resulting from such choice.

13. DISCLAIMER OF WARRANTIES. THE AUCTION SITE AND AUCTION SERVICES, INCLUDING, WITHOUT LIMITATION, ALL INTERACTIVE SERVICES, CONTENT, FUNCTIONS, DOWNLOADS AND MATERIALS, ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND MARKIT HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. MARKIT DOES NOT WARRANT THAT THE AUCTION SITE OR AUCTION SERVICES, THE INTERACTIVE SERVICES OR THE SITE CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL. MARKIT MAKES NO WARRANTY THAT THE AUCTION SITE AND AUCTION SERVICES, IN WHOLE OR IN PART, WILL MEET USERS' REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MARKIT, OR FROM OR THROUGH THE AUCTION SITE OR AUCTION SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. MARKIT ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING OF THE AUCTION SITE OR THE AUCTION SERVICES OR YOUR DOWNLOADING OR UPLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE AUCTION SITE OR AUCTION SERVICES. IF YOU ARE DISSATISFIED WITH THE AUCTION SITE OR AUCTION SERVICES, YOU SHOULD DISCONTINUE USING THE AUCTION SITE AND/OR AUCTION SERVICES. MARKIT DOES NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY SITE CONTENT OR ANY SUBMITTED MATERIALS, OR ANY OPINION, RECOMMENDATION, CONTENT, LINK, DATA OR ADVICE EXPRESSED OR IMPLIED THEREIN, AND MARKIT EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH SUBMITTED MATERIALS AND ANY OTHER CONTENT, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE AUCTION SITE AND AUCTION SERVICES CREATED OR PROVIDED BY USERS, PROVIDERS OR OTHER THIRD PARTIES. USE OF THE AUCTION SITE, THE AUCTION SERVICES, CREATION OF AN ACCOUNT OR THE SUBMISSION OF ANY SUBMITTED MATERIALS DOES NOT GUARANTEE ACCEPTANCE OR USE THEREOF.

WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, MARKIT AND ITS AFFILIATES, SUPPLIERS, AUCTION PARTNERS OR OTHER PROVIDERS, AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY SERVICES PROVIDED VIA THE AUCTION SITE OR AUCTION SERVICES, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE AUCTION SITE, THE AUCTION SERVICES OR IN CORRESPONDENCE WITH MARKIT OR ITS AGENTS.

14. LIMITATION OF LIABILITY. IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL MARKIT, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS, INCLUDING AUCTION PARTNERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE AUCTION SITE, AUCTION SERVICES OR THE CONTENT, MATERIALS AND FUNCTIONS OF OR RELATED THERETO, YOUR PROVISION OF INFORMATION OR CONTENT VIA THE AUCTION SITE OR AUCTION SERVICES, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE RESPONSIBLE OR LIABLE FOR OR IN CONNECTION WITH ANY DISPUTE BETWEEN OR AMONGST USERS OF THE AUCTION SITE OR AUCTION SERVICES, OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE AUCTION SITE OR AUCTION SERVICES.

15. Termination. Markit may terminate, change, suspend or discontinue any aspect of the Auction Site and/or Auction Services at any time. Markit may impose limits on certain features, restrict, suspend or terminate your access to the Auction Site and/or Auction Services or any part thereof if we believe you are in breach of the these Terms of Use, or applicable law, or for any other reason without notice or liability.

16. Copyright. We respect the intellectual property rights of others, and require that the people who use the Auction Site and Auction Services do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to Markit's Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (the "DMCA"), named below:

Copyright Agent:

Markit North America, Inc.
620 8th Avenue, 35th Floor
New York, NY 10018
Attention: Legal Department

17. Miscellaneous. These Terms of Use and the relationship between you and Markit shall be governed by the laws of the United States and the State of New York, without regard to its conflict of law provisions. Markit's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

Effective Date: 23 August 2012