Participation Terms

These Participation Terms ("Terms") pertain to every auction or other marketing or transaction event (each referred to as an "Event") organized by Vihara.ai and/or its affiliates (together, "Vihara.ai") on behalf of a seller (each, a "Seller") of real property or secured note(s) (each, a "Property", collectively, "Properties"). In these Terms, any potential buyer participating in any Event is termed a "Participant". Additionally, in these Terms, the terms "Auction.com", "Seller", and "Participant" also encompass the respective principals, agents, and affiliates of each. The "Winning Buyer" is the Participant who (a) presents the highest net bid in an auction Event and is confirmed by Vihara.ai via email or telephone as the winning bidder, or (b) submits any offer during any Event that is accepted by the Seller. In these Terms, each bid or offer submitted in any Event is referred to as an "Offer".

Vihara.ai exclusively conducts Events on behalf of the Seller and does not act as an agent for any Participant in any capacity. By registering for an Event or submitting an Offer on www.vihara.ai or any other Vihara.ai website ("Website"), the Participant acknowledges reading and accepting these Terms. By submitting an Offer on a Property, the Participant is considered to have accepted any additional terms and conditions posted on the Property‘s details page on the Website ("Property PageVihara.ai exclusively conducts Events on behalf of the Seller and does not act as an agent for any Participant in any capacity. By registering for an Event or submitting an Offer on www.vihara.ai or any other Vihara.ai website ("Website"), the Participant acknowledges reading and accepting these Terms. By submitting an Offer on a Property, the Participant is considered to have accepted any additional terms and conditions posted on the Property‘s details page on the Website ("Property Page") at the time the Offer was submitted, and such terms and conditions shall take precedence and control over these Terms in case of any conflict.

Vihara.ai's Website Terms of Use and Privacy Statement are integrated into these Terms by reference.

When registering for an Event, Participants might need to submit a deposit as a guarantee of adherence to these Terms ("Cancellation Fee"). The Cancellation Fee amount and acceptable payment methods will be indicated during registration or as otherwise mutually agreed upon by the Participant in writing. Vihara.ai reserves the right, at its sole discretion or at the Seller‘s request, to adjust, waive, or introduce additional participation prerequisites for specific Properties or Participants.

Purchase Documents: Before submitting an Offer, Participants must carefully review the purchase and sale agreement, any relevant addenda, Seller's disclosure documentation, and all other transactional documents (collectively referred to as "Purchase Documents"), accessible on the Property Page. All Offers must align with the contents of the posted Purchase Documents. Unless explicitly stated otherwise on the Property Page, the Purchase Documents are not subject to negotiation.

Due Diligence: Each Participant bears the responsibility to conduct thorough due diligence and investigate all aspects pertaining to each Property they are considering purchasing. This includes, but is not limited to, legal matters, physical condition and features, environmental concerns, economic factors, encumbrances, and any other relevant aspects. Participants must arrange any inspections in coordination with the Seller. In certain situations, the Seller may be unable to facilitate physical access for inspections, and Participants must proceed with Offers accordingly at their own risk. All Offers should be based solely on the Participant's independent due diligence and the information provided in the Purchase Documents.

Property information has been compiled from various sources and has not been independently verified by Vihara.ai. This information is provided on an "as is, as available" basis, with all faults and imperfections. Participants may utilize this information for internal purposes and in a manner consistent with the customary practices of professionals within their licensed or regular business activities. Participants are advised to seek guidance from licensed real estate brokers, contractors, attorneys, financial advisors, tax advisors, or other relevant professionals.

Participants are accountable for any liability, damages, and/or costs arising directly or indirectly from their inspection, visit, or investigation of the Property. Participants agree to indemnify, defend, and hold harmless the Seller and Vihara.ai from any such liability, damages, and/or costs, and to maintain appropriate insurance policies covering such liabilities, damages, and/or costs.

Offer Irrevocability: All Offers made during any Event are non-retractable, except in cases where an Offer withdrawal option is explicitly offered to Participants via the Website or as otherwise detailed herein.

Execution of Purchase Documents: The final Purchase Documents will be electronically sent to the Winning Buyer for signature using the email address associated with the Winning Buyer's Vihara.ai account. The Winning Buyer must sign the Purchase Documents within one business day after receipt (unless a different time frame is specified in writing by Vihara.ai), with punctuality being essential. Failure by the Winning Buyer to sign the Purchase Documents promptly may result in Vihara.ai or the Seller declaring the Winning Buyer in default of these Terms and rejecting their Offer.

Payment of Earnest Money Deposit: Each Property's Purchase Documents mandate the Winning Buyer to submit a deposit to the escrow/closing agent ("Earnest Money Deposit"). The exact amount of the Earnest Money Deposit is specified in the Purchase Documents or on the Property Page for each Property. Unless otherwise stated in the Purchase Documents, the Earnest Money Deposit must reach the escrow or closing agent no later than two business days after the Winning Buyer receives wire instructions, with punctuality being essential. Failure to timely submit the Earnest Money Deposit may result in Vihara.ai or the Seller declaring the Winning Buyer in default of these Terms and rejecting their Offer.

Verification of Funds and Additional Information: Vihara.ai or the Seller may request Participants to furnish proof of readily available funds and/or additional information at any time. Participants must respond to such requests within one business day, with punctuality being essential. Failure to timely provide such proof of funds or additional information may result in Vihara.ai or the Seller rejecting the Winning Buyer's Offer and declaring them in default of these Terms. Winning Buyers intending to take title in the name of an entity (not as an individual) may need to supply entity formation documents and resolutions authorizing the purchase within the timeframe specified by Vihara.ai (which may be before or after the Event, at Vihara.ai’s sole discretion). Additional documentation may be required by the Seller and/or the escrow/closing agent prior to closing.

Buyer's Fee: If the Property Page specifies the application of a buyer's premium or transaction fee ("Buyer's Fee"), the Winning Buyer will be obligated to pay the Buyer's Fee in addition to the amount of their Offer at closing. Unless otherwise specified for a specific Property, the Buyer's Fee will be added to the Winning Buyer's Offer amount to establish the total purchase price payable by the Winning Buyer.

The Buyer's Fee, when designated by the Seller as applicable to any Property, constitutes an additional charge intended, among other things, to cover the Seller's expenses in the sales process, including but not limited to the Auction Fee and brokerage fees that may be paid, and/or to compensate for services rendered by Vihara.ai to the successful buyer.

Short Sale Properties: Some Properties involve a sale in which the proceeds may fall short of the balance of debts secured by the Property ("Short Sale"). All Offers for Short Sale Properties are contingent upon the approval of the relevant lien holders ("Short Sale Lender's Consent"). If Short Sale Lender's Consent is not obtained, the transaction will be voided, and the Earnest Money Deposit will be refunded to the Participant.

Reserve Price: With the exception of Properties labeled as "Absolute Auction" or "Minimum Bid Auction," all Properties featured in auction Events have a minimum selling price set by the Seller ("Reserve Price"). The starting bid does not equate to the Reserve Price. Unless prohibited by law, Vihara.ai may place counter bids on behalf of the Seller up to the Reserve Price (such bids do not lead to the sale of the Property). The Seller retains the discretion to accept a bid below the Reserve Price. Regardless of the Reserve Price, the Seller is not obligated to sell a Property until the Purchase Documents are signed by the Seller.

Proxy Bids: Bidders can place Proxy Bids for specific properties online, where available. Vihara.ai's system will automatically bid on behalf of the bidder up to the Proxy Bid amount during the auction, responding to bids from other bidders and counterbids. If multiple Proxy Bids are identical, the first-entered Proxy Bid takes precedence. Bid results are emailed to bidders immediately after the auction ends. Proxy Bids remain undisclosed to other bidders or the Property seller.

Minimum Bid Auction Events: Properties auctioned without a Reserve Price but with a minimum bid are listed in a "Minimum Bid Auction" and are sold to the highest bidder meeting or exceeding the minimum bid amount.

Absolute Auction Events: Properties auctioned without a Reserve Price or minimum bid are listed in an "Absolute Auction" and are sold to the highest bidder.

Managed Bid Events: Properties marketed in a Managed Bid Event invite Participants to submit a non-binding indicative bid ("Indicative Bid") before the auction date. Participants must complete an Indicative Bid Form on the Property Page before the auction date. No deposit is required for an Indicative Bid, but Participant registration may be necessary. Submission and acceptance of an Indicative Bid do not legally bind either Participant or Seller. If the Seller proceeds with the Managed Bid Event, they review the Indicative Bids to determine which Participants may participate, at their discretion.

Direct Offer Event: Properties marketed in a Direct Offer Event allow Participants to submit Offers, with the possibility to provide justification for the Offer amount in some cases. Sellers may accept, counter, or decline any Offer received within a specified time period. If no decision is made within the allotted time, the Offer expires automatically. Sellers may withdraw any Offer for any reason and at any time, including before the expiration of the Participant's acceptance period.

Extension of Auction Time: Vihara.ai may extend the bidding time for any Property at its discretion to allow for additional bids.

Subject to Confirmation: Sellers may designate certain Offers as "Subject To Confirmation," in which case Winning Buyer's purchase is subject to Seller's approval within the specified time period. Winning Buyer receives a refund if the Seller does not approve the purchase.

Broker Participation: We welcome the participation of real estate brokers and agents. Some Properties may offer a cooperating broker commission or referral fee. Please refer to the relevant Property Page for details on broker/agent participation and any associated commissions or fees. No commission or fee will be paid to any broker or agent representing the Participant unless explicitly stated in writing for the specific Property.

For certain Events, a registered broker/agent may submit Offers on behalf of a pre-identified buyer to Vihara.ai. By submitting an Offer on behalf of a buyer, the broker/agent (i) confirms having obtained all necessary buyer authorizations and complied with all legal requirements for Offer submission, (ii) acknowledges that the Offer submitted binds both the broker/agent and the identified buyer to the same extent as if the buyer had submitted the Offer directly, and (iii) agrees to indemnify and hold Vihara.ai harmless from any breach of these representations or warranties.

Participant agrees to indemnify and hold Vihara.ai harmless from any claims brought against Vihara.ai by any broker/agent representing the Participant.

General: Seller and Auction.com retain the authority to refuse, restrict, or impose conditions on the submission of Offers and/or access to the Website or any Event at any given time and for any reason (including, but not limited to, Participant's financial status, credit history, transaction record, and Cancellation Fee status). For instance, access to our site is typically restricted from locations outside the United States, Canada, Guam, Puerto Rico, and the U.S. Virgin Islands.

Vihara.ai reserves the right to postpone or cancel an Event, alter the sequence of Properties, amend these Terms by providing notice on the Property Page, remove any Property from the Event, or reject any or all Offers.

Press releases and other public communications concerning the Event and/or any Property offered or sold during an Event may be issued by Vihara.ai, Sellers, and/or their representatives.

These Terms and the execution of each Event are governed by Florida law, except in the case of auction Events involving real property in California, where California law applies.

Any information on websites, brochures, emails, postcards, or otherwise regarding the Properties does not constitute an offer to sell or a solicitation to buy any Property. Offers made or solicitations conducted during an Event are invalid where prohibited by law. If a sale would require registration or qualification under state securities laws, it cannot be finalized until all necessary requirements are met.

Seller is not bound to sell unless and until the Purchase Documents are signed and delivered by Seller and the Earnest Money Deposit is received as stipulated herein. Once the Purchase Documents are fully executed, they govern the relationship between Winning Buyer and Seller, releasing Vihara.ai from any liability related thereto.

Vihara.ai does not provide any express or implied representations or warranties regarding any Property or the legal sufficiency or tax implications of any document provided by Vihara.ai. Each Participant releases Vihara.ai and its employees, officers, directors, representatives, attorneys, brokers, and agents ("Representatives") from any and all claims arising from or related to any errors, omissions, or other conditions affecting any Property, the documents used in evaluating or acquiring any Property, or the conducting of any Event. This release encompasses claims of which Participant may presently be unaware or does not presently suspect to exist, and Participant specifically waives the provisions of California Civil Code Section 1542 (and similar applicable state statutes):

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Participant agrees to indemnify and hold Vihara.ai harmless from any liability, damages, and/or costs (including reasonable attorneys' fees) arising from Participant's actions or inactions, any information or communications provided by Vihara.ai, or the condition or occupancy status of any Property.

Cancellation; Liquidated Damages: In the event of Participant's breach of these Terms, Vihara.ai and/or the Seller may reject Participant's Offer, sell the Property to another Participant, or place it in another Event. Participants will be responsible for paying Vihara.ai liquidated damages, which will be the greater of the cancellation fee shown at the time of registration or the cancellation fee agreed upon in writing by the Participant.

Vihara.ai is authorized to charge the credit card provided by Participant at registration or retain the amount deposited with Vihara.ai pursuant to a separate written agreement to satisfy all or part of the liquidated damages owed by Participant. Participants acknowledge that the actual damages resulting from their breach of these Terms would be difficult to calculate, and that the amount equal to the cancellation fee is a reasonable estimate of the resulting damages to Vihara.ai and is not a penalty or forfeiture.

These Participation Terms were last updated May 2, 2024.