Hold Harmless
You agree to indemnify, defend and hold harmless the Indemnitee against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by the Assignee arising out of or in connection with this auction(s).
Mandatory Arbitration
If a dispute arises or is related to this contract or its breach, and if the parties are unable to resolve the dispute directly, the parties agree to first attempt resolution through mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. Additionally, the parties agree that any unresolved controversy or claim arising out of or relating to this contract, or its breach, shall be resolved through arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and that judgment on the arbitrator(s) award may be entered in any court having jurisdiction thereof. The arbitrator's ruling is conclusive and not appealable. Neither party may sue the other party except as expressly permitted herein or to enforce this paragraph or the arbitrator's decision; any such litigation must be brought in the Federal District Court for the District or, in the absence of any such court, in any state court with jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement, including any claim that the Agreement is void or voidable in whole or in part. The preceding sentence does not apply, however, to the provision marked "Class Action Waiver."
Class Action Waiver
Any Claim must be made individually, and not as a plaintiff or class member in any alleged class,
collective, representative, multiple plaintiffs, or similar process ("Class Action"). The parties
explicitly forgo their respective rights to bring a class action in any forum. The arbitrator is not
authorized to consolidate or aggregate comparable claims, to undertake class actions, or to grant an award to a person or entity that is not a party to the arbitration. Any allegation that this Class Action Waiver is unenforceable, unconscionable, invalid, or voidable in whole or in part may be resolved solely by a court of competent jurisdiction, not by an arbitrator. The parties acknowledge that they would have been entitled to litigate in court, to have their matter decided by a judge or jury, and to participate in a class or representative action. However, the parties recognize and agree that any disputes should be resolved individually, through arbitration.