TERMS & CONDITIONS
TERMS AND CONDITIONS, INCLUDING THE RULES OF AUCTION
Updated: 16 October 2023
1. "Buyer" means the purchaser of the Goods;
2. "Cleared Funds" means the approved bid purchase price paid by the Buyer into the Seller's nominated bank account, which funds are cleared by such nominated bank and to which the Seller has immediate access;
3. "Company" means DealersOnline (Pty) Ltd t/a DealersOnline;
5. "Contract" means any contract or agreement arising out of the acceptance of any offer, whether that contract arises out of an offer made by the Company and accepted by the Customer, or an offer made by the Customer and accepted by the Company;
7. "Effective Date" means the date of payment of the approved bid purchase price;
9. "Goods" means the motor vehicles and/or any other item listed for sale on the Website;
10. "its" shall include "his" and "her";
11. "Party" shall mean either the Buyer, Seller and/or the Company as the context may apply and "Parties" shall mean a collection of the Buyer, Seller and/or the Company as the context may apply;
12. "Regulations" shall mean the regulations to the CPA and can be accessed at ;
13. "Reserve Price" means the minimum VAT inclusive price at which the Seller is prepared to sell the Goods;
14. "Seller" means the seller of the Goods and may include the Company where context applies;
15. "User" means the user, juristic or natural, of the Website and can include the Buyer and the Seller where context applies;
16. "Website" means www.dealersonline.co.za .
17. This document contains the standard terms and conditions of auction on which the Company auctions the Goods to the User.
18. In the event that a further risk assessment is required the Seller reserves the right to conduct such assessment after the auction process is concluded and may cancel the sale transaction should the Seller no longer deem the transaction to fall within an acceptable threshold of our risk appetite to conclude the sale.
19. These terms and conditions constitute the entire agreement between the Company and the User relating to the subject matter hereof and shall be binding between the parties for all current and future online auctions of Goods, unless modified and/or amended by the Company. The Seller shall in addition to being bound to these terms and conditions furthermore be bound to the Seller's mandate entered into between the Company and the Seller.
20. Nothing in these terms and conditions are intended to or must be understood to unlawfully restrict, limit or avoid any rights, obligations, as the case may be, in the event of the CPA applying.
21. The User, by its application for registration and subscription to the Website, logging in on the Website and the submission of electronic bids, warrants that it has read and understood all the terms and conditions contained in this document and agrees to be bound hereby.
22. The Seller, by listing the Goods on the Website, warrants that it has read and understood all the terms and conditions contained in this document and, where applicable, agrees to be bound thereby.
23. The Company (Registration Number: 2015/116638/07) is in the business of offering for auction on behalf of the Seller, from time to time, motor vehicles and accessories using an electronic internet-based auction system.
24. Information about the particular Goods on the Website is as provided by the Seller to the Company and the Company makes no representations or warranties with respect to the accuracy or completeness of any description. The responsibility for the information provided in the listing of the Goods lies with the Seller.
28. These terms and conditions form the entire agreement for usage of the Website between the parties. No other terms or conditions, whether express, tacit or implied shall apply to a Contract irrespective of the circumstances under which the Contract arose. No alteration or variation of these terms and conditions shall be of any force or effect unless and until recorded in writing and approved by the Company. All provisions and various clauses of these terms and conditions are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other.
29. These terms and conditions may be periodically modified and/or amended by the Company at any time and in their sole discretion and it is the responsibility of the Users to ensure that they are familiar with the updated and/or amended terms. The User’s continued use of the Website signifies their acceptance of these terms and conditions and any updates and/or amendments thereof.
1. will complete, in full, the registration documents provided on the Website;
2. certifies that the information provided by the User in all respects is true and correct;
3. will furnish the Company with such supporting documentation as may be required by the Company for any reason whatsoever including, without limitation, documentation required for FICA purposes;
4. certifies that the User and/or Buyer is a motor dealer registered in terms of the laws of the Republic of South Africa; and
5. acknowledges that the bidding for any Goods on auction on the Website and any sale concluded as a result thereof will give rise to a contractual relationship between the Seller and the Buyer.
31. At the Company's absolute and sole discretion and upon compliance with the requirements of clause 32 above the Company shall activate the User as a subscriber to the Website and will, within a reasonable period of time, provide the User access to the Website for the purposes of viewing and bidding for Goods listed on auction on the Website.
32. The Company reserves the right to decline or at any time cancel a User's registration for any reason whatsoever and for which the User will have no recourse.
33. The User's registration to the Website shall be deemed to provide consent by the User that the Company may conduct various checks on the User including, without limitation, credit reference checks with a registered credit bureau.
34. The User shall furthermore make available to the Company and/or the Seller such information as may be required by the aforementioned parties including, without limitation:
a) the User's information for FICA purposes;
b) the User's registration and/or founding documentation and/or any other documentation verifying the identity of the User;
c) proof of the User's VAT registration number; and
d) proof of the User's registration as a motor vehicle dealer.
35. The purpose of collection and processing of the information as contained within clause 34 above shall be in terms of the following:
1. In order to comply with legislation including, but not limited to the Consumer Protection Act and the Financial Intelligence Centre Act (FICA), the Company may from time to time request updated information from the User or from registered credit bureaus, to verify the User's information.
2. Should updated information be requested and be received within 7 (seven) business days of the request, the Users profile will remain active.
3. It is required by law that the Company is notified without delay of any changes to the Users information.
4. Any documentation held by the Company may be provided by the Company, to a party with whom the User has successfully concluded a transaction on the Website. The documents and information shall only be provided in relation to and as is necessary for the concluded transaction.
36. The User furthermore agrees and consents to the Company having access to and/or conducting credit reference checks in relation to the User.
37. The User acknowledges that the Company:
1. is not a party to the sale of any Goods, unless where the Company is also regarded as the Seller;
3. will not be a party to any dispute between the Seller and the Buyer in relation to the Goods.
39. All bids placed through the Company will be submitted electronically through the Website and no alternative form of a bid will be accepted or considered valid for any reason whatsoever.
40. Where the auction is subject to a Reserve Price, the Seller reserves the right to reject any bid below the minimum Reserve Price.
41. In the case where Goods are listed for Auction as STC (“Subject to Confirmation”) and the respective Goods:
41.1. Does not sell within the assigned Auction listing time-frame;
41.2. Are de-listed prior to conclusion of its respective Auction;
41.3. Was not successfully sold through Auction;
Then the Seller shall be liable for a fee of R300.00 (Three Hundred Rand) excl. VAT per unsuccessful weekly listing period of said respective Goods to the Company.
42. By placing a bid, the User warrants that they have the ability and the intention to proceed with the purchase of the Goods. All successful bids placed by the User constitute an irrevocable offer by the User to the Seller and may not be withdrawn by the User, unless otherwise agreed in writing by the Seller, or if the User falls within the ambit of the CPA (insofar as the CPA is applicable).
44.1. Each and every auction shall open when the Goods are uploaded onto the Website, unless indicated otherwise on the Website.
44.2. All auctions and biddings shall close on its respective indicated closing date on weekdays or Saturday at 15h30.
44.3. The Company endeavours to use its best efforts to notify a bidding subscriber, per short message service or electronic mail, if any higher bids are placed on the Website immediately before the 15h30 close time.
? Where such a bid is placed the User will have an additional 6 (six) minutes in which to continue bidding.
? The process referred to in this clause 44.3 shall continue until the competitive bidding ends.
? By way of an example and in order to clarify the provisions of this clause 44.4, if bidder places a bid at 15h29 then the bidding process will continue up until and including 15h35 and if a bid is then placed at 15h36 then the bidding process will continue up until and including 15h36. This process will continue until no more bids are placed on the particular Goods within the last 6 (six) minutes of the auction (which continuation of the aforementioned competitive process shall be at the sole and exclusive discretion of the Company).
45. The Company will not be held liable in the instance where the competitive process referred to in clause 44.3 above does not take place and the auction closes, for whatsoever reason, at 15h30. In such an instance the Company shall have the sole discretion as to re-start the auction, reopen the auction or sell the Goods to a bidder as determined 15h30.
46. Save for the situation provided for in clause 47 below, notice of acceptance of a successful bid will be forwarded by electronic mail, to the Buyer notifying him of his successful purchase of the Goods. The receipt of such notice by the Buyer shall bind him to purchase the Goods from the Seller at the amount bid by the Buyer on the Website.
47. Receipt of the electronic mail notice referred to in clause 46 above sent as a result of, among other things, a Website error or a defect in the Website or server will not be binding on the Company and/or the Seller and the Company reserves the right to retract the notice in such circumstances. The User shall have no recourse against the Company and/or the Seller in such circumstances whatsoever.
48. The Seller shall compensate the Company for all auction sales (auction commission) as per the sliding scale contained in the “Instrument of Agreement” for all successful sale transactions concluded using the Website platform.
49. In the event that a sale transaction is cancelled or reversed for reasons other than provided for in clauses 51 and 52 below, then the Seller shall not be liable for payment of the auction commission due, provided that the Seller has notified the Company of such cancellation in writing, within 3 (three) business days of the sale at .
50. In the event that a sales transaction is in dispute due to, but not limited to, the vehicle not being as described on the auction, either party to the transaction, Buyer or Seller, shall attempt to resolve the matter between themselves. If no resolution is reached between the Buyer and the Seller, the sale transaction shall be cancelled or reversed, however either party can submit complaint to the Company at in order to assist the Parties with the dispute at hand and to provide a viable resolution going forward. Kindly refer to the Dispute Resolution clause (clauses 80 - 85) below for further information.
51. In the event where the sale transaction is cancelled due to fault from the Seller (Example: Seller misrepresented the Goods), then Sellers commission applicable to said transaction shall still be due and payable to the Company by the Seller.
52. In the event where the sale transaction is cancelled due to the Seller cancelling the transaction for no viable reason or with no degree of fault from the Buyer, then Sellers commission applicable to said transaction shall still be due and payable to the Company by the Seller.
53. The Seller agrees that in the event where a sales transaction is cancelled or reversed, the Goods shall be re-listed with similar reserve price at least once after said cancellation or reversal for auction on the Website until closing date of said re-listed auction.
54. Insofar as the CPA, including the Regulations (if any) apply to the online auction, then:
1. the rules of auction shall be in accordance with section 45 of the CPA and the Regulations;
2. when Goods are put up for sale by auction in lots, each lot is, unless there is evidence to the contrary, regarded to be the subject of a separate transaction;
3. an auction will commence at the published time, as published on the Website from time to time, and will not be delayed to enable any specific person or more persons in general to take a part in the auction;
4. a person who attends at the auction to bid on behalf of another person must produce a letter of authority meeting the requirements of Regulation 26(3) in order to so bid on behalf of that person;
5. all moneys will be paid directly by the Buyer to the Seller;
6. the Company will post the reason for the auction of each particular Goods on the Website unless the reason is the normal and voluntary disposal of the Goods by the Seller;
7. a person who intends to bid at the auction must register on the Website prior to the commencement of the auction as contemplated in Regulation 26(2) together with a description of the requirements for registration and in accordance with the provisions of these terms and conditions;
9. the advertisement / vehicle details will contain a statement indicating whether additional costs are payable and how such additional costs will be computed.
55. All amounts are quoted and payable in South African Rand, unless otherwise stated and are inclusive of VAT.
56.1. Payment from the Buyer for the respective Goods shall be due within 2 (two) business days of receipt of the Tax Invoice and copy of Natis in Seller’s name from the Seller, by way of electronic funds transfer or bank guaranteed cheque.
56.2. The Tax invoice shall consist of the Purchase Price with applicable VAT thereto, the Bank details where payment must be paid into, and the Reference Code to use when making the payment.
56.3. A Copy of the Natis document will be supplied with the Tax Invoice to the Buyer, if noted as available on the system.
56.4. The Seller must ensure that the Tax Invoice as per clause 56.3 above, reflects the Title Holder/Owner details as contained within the copy of Natis document in order to ensure payment from the Buyer.
56.5. The Seller shall notify and advise both the Company and Buyer if there are any delays with regards to getting the Natis up to standard in order to reflect the details as per clause 56.4 above.
56.6. The Buyer shall issue the Seller with a confirmation of payment as soon as payment is made to its nominated/designated email address.
57.1. Payment from the Buyer for the respective Goods shall be due within 2 (two) business days of receipt of the Tax Invoice from the Company, by way of electronic funds transfer or bank guaranteed cheque.
57.2. The Tax invoice shall consist of the Purchase Price with applicable VAT thereto, the Bank details where payment must be paid into, and the Reference Code to use when making the payment.
57.3. All payments made by the Buyer to the Company shall be made without deduction, bank charges or set-off.
57.4. A Copy of the Natis document will be supplied with the Tax Invoice to the Buyer, if noted as available on the system.
57.6. The Company shall within 2 (two) business days of payment reflecting as Cleared Funds, provide the Buyer with release note and the original vehicle registration papers. Kindly Note:
“Potential delays may occur in relation to obtaining vehicle registration papers and that the Company will not always be in a position to give the Buyer the original registration papers within the time frame as provided for above. The Natis status will be noted on the vehicle when live on auction.”
57.7. No Goods will be released to the Buyer until such time as all sums due and owing reflect in the Company's bank account as Cleared Funds.
58. Should a Buyer not make payment within 2 (two) business days of receipt of the Tax Invoice from the Seller or Company where applicable as per point 56.1 or where applicable 57.1 above, the sale may be cancelled, unless otherwise agreed in writing by all Parties to the transaction.
59. The Company may, at its discretion, terminate the User’s access to buy or sell on auction in the following, but not limited to events:
59.1. The User has provided the Company with false or misleading information;
59.2. The User did not make payment for the Goods within viable timeframe;
59.3. The User (Seller) has listed Goods not in its possession or ownership;
59.4. The User has committed an offence of fraud or money-laundering (this will result in permanent termination and notification to authorities);
59.5. The User has outstanding fees owing to the Company (this can result in legal action being taken against User);
59.6. The User did not comply with any other terms and conditions and/or any applicable law.
60. The Company shall duly notify the User if said access is terminated, with explanation as to why such termination occurred and the respective re-activation fee applicable thereto (if any).
61. Should the User, wish to gain access to participate in the Company's auctions again, the Company can, at its discretion and depending on degree of offence committed, allow participation once the payment of a non-refundable re-activation fee is made, as follows:
R 2 500
R 5 000
Any Offence thereafter
R 10 000 per cancellation
62. Where access was terminated in the case of outstanding payment to the Company (clause 59.5), then the outstanding amount must be paid in full as well as respective re-activation fee.
63. All Reserve Prices quoted on the listing shall be VAT inclusive.
64. All bids submitted by Users shall be deemed to be VAT inclusive.
65. The Seller shall be liable to furnish the Buyer, against payment of the purchase price, with a properly constituted Tax Invoice which shall state the VAT applicable in respect of the Goods purchased.
66. Notwithstanding delivery of the Goods and/or registration papers, transfer of ownership in and to the Goods shall remain vested in the Seller until such time as the full amount reflected within the respective Tax Invoice has been paid in full and Cleared (Cleared Funds) into the Seller's nominated bank account.
68. The Seller shall give, and the Buyer shall take possession of the Goods within 7 (seven) business days after all sums owing to the Seller have reflected as Cleared Funds in the Seller's nominated bank account. The Buyer shall collect the Goods directly from the Seller.
70. Should the Buyer fail to collect the Goods from the Seller within a reasonable time as aforementioned (clause 68 above) then the Seller shall be entitled to store the Goods which storage and associated costs shall be for the Buyer's sole account and will not exceed an amount of more than R250.00 (Two Hundred and Fifty Rand) per day (VAT inclusive). The Seller shall be entitled to not release the Goods to the Buyer until such time as the storage and associated costs have been paid by the Buyer and the Seller will hold a lien over such Goods.
71. Unless otherwise provided for in the CPA (where applicable), all risk in and to the Goods shall pass from the Seller to the Buyer upon possession of the Goods by the Buyer in terms of clause 67 above.
6. The Company shall not be held liable for any representations made by the Seller in respect of the Goods or to the Buyer prior to the conclusion of the sale, whether express, oral, implied or in any other form whatsoever.
73. The User warrants that:
1. the information provided by it during the Website registration process is true and correct in all respects;
2. upon the submission of a bid, the User is willing and able to effect payment of that sum plus any additional costs specified on the Website;
3. it has not, directly or indirectly, engaged in or been involved in bid manipulation and/or unfairly induced any other person to make bids and/or alter and/or affect the bid price and/or in any way colluded with any person whomsoever, juristic or natural, to alter or attempt to alter a fair bidding process;
4. it agrees that the successful bid shall be the final purchase price for the Goods, and it shall not negotiate the purchase price of the Goods with the Seller;
5. it shall not contact or request the Seller to remove the Goods from auction;
6. it has viewed and/or inspected the Goods and/or hereby waives its right to view and/or inspect the Goods and has satisfied itself as to the condition thereof;
7. it is a registered motor vehicle dealer within the Republic of South Africa with an annual turnover of at least R2 000 000.00 (two million rand) and current banking account and is registered with the applicable motor vehicle licensing authority where applicable.
74. The User furthermore warrants that he/she is over the age of 18 (eighteen) years.
75. The Seller warrants that:
1. it is the owner or authorised agent of the Goods;
2. it shall act in good faith and has used its best endeavours to conduct all necessary checks on the Goods in order to accurately describe the Goods on the Company's Website and the listing description is accurate (it however being understood that it is the obligation of the Buyer to conduct the necessary investigation to satisfy itself as to the correctness of the information therein contained);
3. it shall use its best endeavours to not provide a wilful misrepresentation in the description of the Goods;
4. the Goods will be made available for inspection by the User on reasonable notice;
5. it shall not remove the Goods from auction to accommodate or by request from potential Buyer;
6. the Goods will, as at the Effective Date, be in the same or similar condition as at the listing date; and
7. the Goods will be available for collection within business hours immediately after confirmation of receipt of Cleared Funds into the Seller's nominated bank account.
76. Other than the representations stated in these terms and conditions or the warranties as provided for in the CPA and ECTA, where applicable, the User acknowledges that the Company has made no representations or warranties, implied or otherwise, to the User and/or the Seller in connection with the Goods, prior to the Contract having been made or the terms and conditions.
77. In the event of the User breaching (Breaching Party) any of the terms and conditions, the other User in question and/or the Company (Non-Breaching Party) shall be entitled (but not obliged) by written notice to the Breaching Party to:
1. claim specific performance; or
2. cancel the Contract (and any sale concluded in terms thereof); and
78. In either of the above instances the Non-Breaching Party may claim such damages as it may have suffered as a consequence of the Breaching Party’s breach.
79. The aforegoing remedies shall be in addition to such remedies which the Non-Breaching Party may have available provided by law.
80. As mentioned in clause 50 above, either Party may refer a dispute between the Parties regarding a transaction (the “Referred Dispute”) to the Company in order to provide assistance in finding an amicable solution to resolve the Referred Dispute.
81. The abovementioned notification must be provided to the Company in writing, within 7 (seven) business days from date that respective transaction was concluded (the “Dispute Notification Period”).
82. The Company shall not assist with a Referred Dispute where notification thereof has been received after the Dispute Notification Period, unless with due regard and consideration of the following:
82.1. the legitimacy of the Referred Dispute;
82.2. the reasonableness for the notification being received after the Dispute Notification Period;
82.3. whether reasonable attempt has been made by either or both Parties to resolve the Referred Dispute between themselves; and
82.4. all other terms and conditions as provided for herein that may be applicable to the Referred Dispute.
These considerations as provided for in clauses 82.1 to 82.4 above, shall be reviewed by the Company and the acceptance to assist with the Refereed Dispute shall be made in the sole and absolute discretion of the Company.
83. All Referred Disputes shall be viewed, considered and determined by the Company on a case-by-case basis.
84. The following procedure shall be followed in the case where the Company is notified to assist with the Referred Dispute between the Parties:
84.1. The Party wishing to appoint the Company, must do so in writing within the Dispute Notification Period of its intend to appoint the Company to assist in finding an amicable solution for the Referred Dispute.
84.2. The Company shall notify both Parties to the transaction in writing of its acceptance in this role and request from both Parties (as required) any information, including testimonies by the Parties regarding the Referred Dispute.
84.3. The Parties must furnish the Company with the requested information (if any) within 1 (one) business day of receiving said request.
84.4. The Company shall review and evaluate the information and testimonies received and provide the Parties with feedback within 3 (three) business days after receiving all required and requested information.
84.5. The Company shall make a finding on the most amicable solution to resolve the Referred Dispute, in consideration of all information provided by the Parties.
84.6. Kindly note, that the Company is not Arbitrary tribunal and possible solutions provided by the Company cannot be enforced and shall only serve as the most viable solution/s or advice to follow from the perspective of the Company in respect of the Referred Dispute.
85. Where the Parties can’t resolve the dispute by means of discussions and dispute resolution, they may proceed with any route available to them in law.
86. In addition to any other specific exclusions of liability contained herein and unless otherwise expressly stated herein, the Parties agree that the Buyer shall have no claim against the Company for any loss or damage, of any nature whatsoever, occasioned by any defect, whether patent or latent, or product liability in the Goods supplied by the Seller or any failure to provide adequate instructions in respect of any hazards that might arise from the use or incorrect use of the Goods or the User's use or inability to use any Goods sold on the Website, save to the extent that the User is a consumer for the purposes of the CPA and such loss or damage is contemplated in section 61 of the CPA and provided that nothing in these terms and conditions must be construed as in any way limiting the rights of the Company to raise such defences as may be available to it at common law or in terms of any statute.
88. The User hereby indemnifies and holds the Company harmless against any losses, expenses, costs or damages of whatsoever nature incurred by the User howsoever arising, including from any wilful misconduct or gross negligence of the Company. The Company shall under no circumstances whatsoever be liable for damages, directly or indirectly caused, or consequential loss of any nature whatsoever. Where applicable, this clause 88 will not apply to a User insofar as it is in conflict with the CPA.
89. The User hereby indemnifies and holds the Company harmless and waives any right that it may have to claim against the Company in relation to any loss which it may suffer occasioned by the unauthorised use of the User's Website secret password and username.
90. The User may not actually or purportedly cede, assign or otherwise alienate any rights or obligations which it may have in terms hereof or in terms of any Contract with the Seller, without the prior written consent of the Company and/or Seller, which consent will not be unreasonably withheld.
92. The User elects as his domicilium citandi et executandi the physical address as stipulated in the registration documents completed by the User on the Website for service of all notices or legal processes.
94. The Website, these online terms and conditions, the Contract and any contract entered into between the Company and the Buyer and/or Seller shall be subject to the laws of the Republic of South Africa.
95. In terms of section 45 of the Magistrates Court Act 32 of 1944, as amended, the User hereby consents to the jurisdiction of the Magistrates Court having jurisdiction in terms of section 28 of the said Act in respect of any action to be instituted against the User and/or the Seller by the Company. It shall nevertheless be entirely within the discretion of the Company as to whether to proceed against the User and/or the Seller in such Magistrates Court or any other court having jurisdiction.
96. In the event of the User and/or the Seller committing any breach or in the event of the Company being required to take any legal action, the User and/or Seller agrees and undertakes to pay the Company's legal costs on the scale as between attorney and client, including collection commission, tracing fees, valuation charges, transport costs and other expenses in connection therewith.
97. The Company shall take reasonable steps to protect the personal information of the User collected by the Company through its Website. For the purposes of this clause "personal information" shall be defined as detailed in the Protection of Personal Information Act, 4 of 2013 ("POPI"). The POPI Act can be accessed at .
98. The personal information will not be made available to any third party without the User's consent or unless required by means of complying with legislation, in legal process or proceedings or to protect the rights, property or safety of the Company or other parties or as required for the performance of the obligations of the Company. The User acknowledges that the Company will supply the Seller and all other necessary third parties with the User's personal information for the purpose of necessary performance and/or conclusion of a transaction for the sale of Goods.
101. It is recorded that the Website may collect cookies and/or make use of tracking. All Users of the Website accept that the Company may collect the User's computer IP address in order to, among other things, measure the number of visitors to the Website for marketing research purposes. The Company shall only use the information for the intended purpose of collection. Kindly refer to our for more information.
102. Save for the provisions of section 43(5) and 43(6) of ECTA, neither the Company nor its duly authorised agents or representatives shall be liable for damages, loss or inability to use the Website, the services or content provided therein. The Company furthermore makes no representation or warranties whatsoever that the content and/or the technology available on the Website is free of errors, omissions, and viruses of any nature or free of interruption.
103. Any and all information on the Website should not be regarded as professional advice or the official opinion of the Company and it is the User's responsibility to ensure the correctness of any of the content displayed on the Website.
106. All material located on the Website including, without limitation, text, logos and images may not be copied, reproduced, republished, downloaded, posted, broadcast or transmitted in any way whatsoever except for the User's personal non-commercial use.
107. The User agrees not to adapt, alter or create any derivative work from any of the Company's material contained on the Website nor to use any of the Company's content for commercial use in any way whatsoever, without the Company's prior written approval.