Buyer Terms & Conditions
SteepSteel, LLC (“SteepSteel”) is a company that provides a specialized online marketplace (“Marketplace”) for buying and selling property interests relating to cell towers and other telecommunications-related facilities (“Property”), and is a comprehensive repository of related leases, easements and licenses. The Marketplace is designed for Property owners (“Sellers”) to personally list and advertise their Property to a global audience of cell tower companies, service carriers, brokers, investors and other potential buyers (“Buyers”). SteepSteel facilitates Property transactions consummated directly between the Seller and Buyer, with SteepSteel providing a user-friendly, transparent, and cost-effective venue that brings willing Sellers and Buyers together. Buyer and Seller may be referred to as “Party” or “Parties” herein.
These Buyer Terms and Conditions (“Buyer Terms”) establish the general terms and conditions governing Buyers’ use of and access to the Marketplace for any purpose, including but not limited to researching, shopping for, biding on, purchasing, and/or otherwise acquiring Property listed, advertised, and or made available by Sellers on the Marketplace (“Listing”).
In addition to these Buyer Terms, Buyers’ use of and access to the Marketplace for any purpose is governed by and subject to the Site Usage Terms and Conditions and the Privacy Terms posted on SteepSteel.com, as well as any additional, supplemental, and/or overriding terms and conditions that govern and are published in connection with any Listing (“Transaction Terms”). In the event of an actual conflict between these Buyer Terms and the terms and conditions contained in any of the foregoing listed documents, they shall be construed and controlled in accordance with the following order of precedence: Transaction Terms, Buyer Terms, Site Usage Terms, and Privacy Terms.
2. ACCEPTANCE OF TERMS
2.1 Buyer access to and use of the Marketplace is expressly contingent on Buyer reading and unconditionally accepting the Buyer Terms. BY ACCESSING, USING, SUBMITTING BIDS OR OFFERS ON, PURCHASING PROPERTY ON, OR OTHERWISE USING OR PARTICIPATING IN THE MARKETPLACE BY ANY MEANS AND FOR ANY PURPOSE (“BUYER ACTIVITIES”), BUYER EXPRESSLY REPRESENTS AND WARRANTS THAT BUYER HAS READ, UNDERSTANDS, AND UNCONDITIONALLY AGREES TO AND ACCEPTS THE BUYER TERMS, AND FURTHER THAT BUYER ACCEPTS RESPONSIBILITY FOR ALL CLAIMS, LIABILITIES, COSTS, AND/OR DAMAGES RELATING TO OR ARISING FROM BUYER ACTIVITIES CONDUCTED ON, IN, OR THROUGH THE MARKETPLACE. Any Buyer that fails or refuses to accept the Buyer Terms is expressly prohibited from conducting Buyer Activities on or through the Marketplace.
2.2 The Buyer Terms constitute a binding and enforceable agreement by and between Buyer and SteepSteel.
3. STEEPSTEEL SERVICES
3.1 SteepSteel offers Buyers the use of and access to the Marketplace, which functions as a venue on which Sellers may directly list and/or advertise Property to potential Buyers. The Buyer and Seller for any Listing are acting solely in their individual capacities, and, except as provided herein, SteepSteel is not a party to any purchase, sale, disposition, lease, license, permit, or any other purchase contract or transaction for Property facilitated on or through the Marketplace.
3.2 From time to time, SteepSteel may serve as a consultant or adviser to a Seller in connection with a Listing. The scope of consulting services provided by SteepSteel to any Seller will be defined by an agreement by and between SteepSteel and the Seller, and such services may include, without limitation: reviewing, valuating, managing, and/or marketing Seller’s Property; reviewing and providing guidance on any bids or offers submitted by a Buyer for the Listing through the Marketplace or other means; ongoing management of Seller’s Property; serving as Seller’s agent in any negotiation with the selected Buyer for a Listing; and facilitating the closing of a Listing with a Buyer on Seller’s behalf. In the event that SteepSteel serves as a consultant on a Seller’s behalf in connection with any Listing, this fact will be disclosed in the Listing and by submitting offers or bids on the Listing. Buyer expressly acknowledges and approves of SteepSteel’s representation of Seller in connection with the Listing and any ensuing transaction consummated by and between Seller and Buyer, and further Buyer expressly disclaims and waives any and all claims, causes of action, damages, liabilities, or complaints of any kind arising from or relating to SteepSteel’s representation of a Seller.
3.3 Advertisement Period. The period of time during which a Listing is made available to Buyers on the Marketplace, and the manner, terms, and conditions in which Buyers may submit bids or offers on any Listing shall be determined solely and exclusively by SteepSteel, and may change periodically in SteepSteel’s sole discretion.
3.4 Buyer Conduct. Price manipulation of any kind, directly or indirectly, by any Party accessing or using the Marketplace is expressly prohibited, including but not limited to a Party submitting offers or bids on any Listing through a secondary account, intermediary, agent, or representative. A Party engaging in such conduct may, at the discretion of SteepSteel, be prohibited from future Buyer Activities on the Marketplace, and any such bids, offers to purchase, purchases, transactions, transfers, or sales of any kind resulting or arising from such conduct shall be void and/or voidable by SteepSteel and/or non-offending Party.
3.5 Offers / Bids to Purchase Property; Registration. Buyer acknowledges and agrees that submitting offers to purchase or bids on any Listing is and shall be a legally binding, unconditional, and irrevocable offer to purchase the subject Property, subject to any Transaction Terms for the specific Listing. Offers or bids on any Listing may only be submitted by a Buyer through a registered and verified SteepSteel account. SteepSteel expressly reserves the right, in its sole and absolute discretion, to deny, suspend, or revoke registration of a Buyer.
3.6 Voiding Bids. SteepSteel reserves the right to reject or void any offers to purchase or bids submitted on any Listing, without advanced notice to the Parties, which it believes: (a) have not been made in good faith; (b) are intended to manipulate the offer or acquisition price of a Listing; or (c) are otherwise prohibited by any applicable law or regulation. The Parties expressly disclaim and waive any claims, damages, liabilities, costs, expenses, causes of action, or any other equitable or legal relief relating to or arising from SteepSteel’s exercise of discretion in this regard.
3.7 Postponements and Cancellation. SteepSteel reserves the right to withdraw, postpone or cancel any Listing without advanced notice to the Parties. The Parties expressly disclaim and waive any claims, damages, liabilities, costs, expenses, causes of action, or any other equitable or legal relief relating to or arising from SteepSteel’s exercise of discretion in this regard.
3.8 Intellectual Property. The Parties acknowledge and agree that SteepSteel owns all rights, title and interest in and to all information, materials, photographs, data, and any other matter that published on, or is generated from or by, the Marketplace. The Parties agree that SteepSteel, in its discretion, may advertise Property transactions completed or consummated by the Parties on or through the Marketplace.
4.FEES AND TAXES
4.1 Registration Fee(s). Buyer’s registration and/or Buyer’s use of the Marketplace may, in the sole discretion of SteepSteel, be subject to and contingent upon payment of a registration fee in an amount established by SteepSteel. The amount of any such fee will be posted on SteepSteel, or otherwise disclosed in the Transaction Terms.
4.2 Transaction Fee. SteepSteel may, in its sole discretion, charge a transaction fee for any Property purchased or otherwise acquired by a Buyer on or through the Marketplace. The amount of any such Transaction Fee will be posted on SteepSteel, or otherwise disclosed in the Transaction Terms. By conducting Buyer Activities on the Marketplace, Buyer expressly agrees to pay any and all such transaction fees applicable to any such transaction or Listing.
4.3 Payment Authorization. In order to establish purchase offers or bidding privileges on the Marketplace, Buyer understands and agrees that SteepSteel, reserves the right, in its sole discretion, to request payment authorization from Buyer’s financial institution as part of verifying Buyer’s identity and capacity to perform a transaction facilitated on or through the Marketplace. The terms and conditions of Buyer’s payment for any Property purchased or acquired on or through the Marketplace shall be agreed to by the Parties in a separate document, unless the terms or conditions are established in the Transaction Terms.
5. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY
5.1. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MARKETPLACE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH PROPERTY IS SOLD OR OTHERWISE TRANSFERRED ON OR THROUGH THE MARKETPLACE IS DONE SO IN AN “AS IS, WHERE IS” CONDITION, AND STEEPSTEEL MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. STEEPSTEEL EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTS OR OMISSIONS OF OTHER USERS OF THE MARKETPLACE. IF BUYER IS DISSATISFIED WITH THE MARKETPLACE, THE SOLE AND EXCLUSIVE SOLE REMEDY IS TO DISCONTINUE USING THE MARKETPLACE. STEEPSTEEL DISCLAIMS AND IS NOT LIABLE FOR DEFECTS, ERRORS, MISREPRESENTATIONS, OR INACCURACIES IN ANY LISTING, AND BY SUBMITTING AN OFFER OR BID ON ANY LISTING BUYER EXPRESSLY ASSUMES THE RISK OF THE SAME. BUYER EXPRESSLY ASSUMES ANY AND ALL RISKS OF ALL DAMAGES, INJURIES, LIABILITIES, CLAIMS, COSTS, EXPENSES OR CAUSES OF ACTION OF ANY KIND OR NATURE ASSERTED OR PROSECUTED BY ANY PARTY, PERSON, CORPORATION, OR ENTITY OF ANY KIND RELATING TO OR ARISING FROM BUYER’S ACTIVITIES CONDUCTED ON OR THROUGH THE MARKETPLACE.
5.2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STEEPSTEEL BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, RELIANCE, SPECIAL, INCIDENTAL, SPECIFIC PERFORMANCE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE PROPERTY OR SERVICES, EVEN IF STEEPSTEEL OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RELATING TO OR ARISING FROM BUYER ACTIVITIES ON OR IN THE MARKETPLACE.
5.3 Indemnity. Buyer agree to defend, indemnify and hold harmless SteepSteel, its affiliated companies and their respective officers, directors, employees, contractors, agents, successors and assigns (“Indemnified Parties”) from and against any claim or demand (including reasonable attorneys’ and experts’ fees, each of SteepSteel’s choice, and costs incurred in connection therewith), made by any a Seller or any other third-party due to or arising out of: (a) Buyer breach of the Buyer Terms; (b) Buyer’s improper, unlawful, or unauthorized use of the Marketplace, including without limitation any personal injury, death or property damage caused by or arising out of the subsequent use of any Property sold or purchased through the Marketplace; (c) Buyer’s breach of any purchase, sale, or other agreement with or rights of a Seller or any third-party; (d) Any title defect or cloud on title related to a Property which is discovered or undiscovered by Buyer; (e) Buyer lack of due-diligence to investigate any Property, including environmental hazards; (f) Any claim for specific performance; or (g) Buyer violation of any federal, state, or local law, regulation, or rule. SteepSteel will notify Buyer in writing of any threatened or actual claim or demand and reasonably cooperate with Buyer to facilitate the settlement or defense of any of the foregoing; provided that SteepSteel’s delay in providing such notice will not in any way relieve Buyer of its indemnity obligations hereunder.
5.4 Release. In the event that Buyer has a dispute with one or more users of the Marketplace, Buyer expressly releases SteepSteel and the Indemnified Parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If Buyer is a Texas resident, Buyer expressly waives any rights Buyer may have under Texas Civil Code Section 1542, which says:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOW BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
If Buyer is not a Texas resident, Buyer, to the extent permitted by law, expressly waives any rights it may have under similar provisions of state law applicable to the location of Buyer.
6. LEGAL DISPUTES
6.1 Governing Law; Jurisdiction and Venue. For disputes between Buyer and SteepSteel, the Buyer Terms shall be governed by the laws of the State of Texas. In all cases, the Buyer Terms shall be governed by the laws of such jurisdiction without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if Buyer is located in the United States, the Uniform Computer Information Transactions Act, do not apply. Subject to the mandatory arbitration provision below, Buyer agrees that the venue for any litigation relating to or arising from the Buyer Terms shall be exclusively in a state court located within the County of Montgomery, Texas.
6.2 Dispute Resolution and Arbitration. In the event of a dispute between Buyer and SteepSteel, Buyer agrees to attempt to resolve the dispute with SteepSteel for a period of at least thirty (30) calendar days before taking any other action. Following such period, Buyer and SteepSteel agree that any dispute, claim or controversy arising out of or relating to the Buyer Terms shall be settled by binding arbitration as specified below.
6.2.1 All claims and disputes which in any way arise out of or relate to or in connection with the Buyer Terms shall be arbitrated and finally resolved through the American Arbitration Association (“AAA”) in accordance with the commercial arbitration rules of the AAA before a single, neutral arbitrator mutually agreed to by the Parties, or if the Parties cannot agree, by striking from a list of arbitrators supplied by the AAA. The place of arbitration shall be Houston, Texas. In any arbitration, the Parties and the AAA shall comply with the following procedures: (a) the arbitration is a confidential proceeding, closed to the general public; (b) the arbitrator shall be empowered to hear and determine dispositive motions, including motions to dismiss and motions for summary judgment; (c) the arbitrator shall have the right to issue injunctions and attachments and other equitable remedies and award compensatory damages; and (d) any judgment on the award enforced by the arbitrator may be rendered in any court of competent jurisdiction.
6.2.2 Power of Arbitrator. The arbitrator shall have no power to award consequential, punitive, and treble or any other manner of enhanced damages. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The prevailing party in any arbitration shall have the right to an award of attorneys’ fees and costs. BUYER AGREES THAT ANY CLAIM ARISING OUT OF OR RELATED TO THE BUYER TERMS MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DISPUTE AROSE, AND OTHERWISE SUCH CLAIM IS PERMANENTLY BARRED AND PRECLUDED.
6.3 English Controlling Language. All performance under the Buyer Terms and the resolution of disputes, including through arbitration, shall be conducted in the English language. If a translation of the Buyer Terms into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy between the English version and any translation.
Without limiting any other remedies, SteepSteel shall have the right to terminate Buyer access to the Marketplace at any time, without notice, in SteepSteel’s sole discretion for any reason, including, without limitation, if SteepSteel: (a) determines that Buyer has violated the Buyer Terms (for example, violation of the prohibition on shell bidding); or (b) is unable to verify Buyer information or identify. If Buyer is dissatisfied with the Marketplace, in any way, Buyer’s sole and exclusive recourse is to discontinue use of the Marketplace.
8. AMENDMENT OF BUYER TERMS
SteepSteel may, in its sole discretion, change, modify, add or remove any portion of the Buyer Terms, in whole or in part, from time to time with or without notice to Buyer, by posting such changes on the Marketplace. Once posted, such changes shall come into full force and effect, and Buyer’s continued use of the Marketplace or conducting of Buyer Activities after such changes are posted shall constitute Buyer’s unconditional consent and agreement to such changed Buyer Terms. The Buyer Terms may not be otherwise amended without the express written consent of SteepSteel.
Any notice to SteepSteel must be in writing and must be sent via email to firstname.lastname@example.org, and by registered mail or overnight courier to SteepSteel, Attn: General Counsel, 1095 Evergreen Circle, Suite 200, The Woodlands, TX 77380. Any notice to Buyer shall be given by email, registered mail, or overnight courier to the addresses provided by Buyer during registration, or as subsequently updated by Buyer; provided notice of such updated information is provided in writing to SteepSteel. Notice shall be deemed to have been given twenty-four (24) hours after it has been sent if by email, registered mail, or overnight courier.
The Buyer Terms contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between Buyer and SteepSteel. If any provision of the Buyer Terms is held by a court of competent jurisdiction or arbitrator to be invalid or unenforceable, then such provision shall be struck out and the remaining provisions shall continue in full force and effect. The failure by either Party to exercise or enforce any rights or provisions of the Buyer Terms shall not constitute a waiver of such right or provision. No partnership, joint venture, franchisor-franchisee, or agency relationship is intended or created by the Buyer Terms. Buyer may not assign or transfer the Buyer Terms or Buyer’s obligations hereunder in whole or in part, whether by operation of law or otherwise, without SteepSteel’s prior written consent. In the event of a permitted transfer, the Buyer Terms shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. To the extent any novation is required for SteepSteel to assign the Buyer Terms, Buyer hereby appoints the officers of SteepSteel as Buyer’s attorney-in-fact to execute all documents necessary to effect such novation. All provisions in the Buyer Terms regarding representations and warranties, indemnification, disclaimers, limitations on liability, and payment obligations for fees incurred prior to the termination date shall survive any termination of the Buyer Terms. Any delay in the performance of any duties or obligations of either party will not be considered a breach of the Buyer Terms if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.
The Buyer Terms were last revised on March 25, 2019.