THE BRAND MARKET PLACE

DEFINED TERMS

1. Introduction

1.2 About BRANDSAUCTION.COM

2.Copyright notice

2.1 Copyright (c) 2017 brandsauction.com

2.2 Subject to the express provisions of these terms and conditions:

3.Licence to use website

3.1 You may:

3.2 Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer. In connection with using or accessing the Services you will not:

4. Acceptable use:

4.1 Acceptable use:

5. Registration and accounts

6. User IDs and passwords

7. Cancellation and suspension of account

7.1 We may:

(a) [suspend your account;]

(b) [cancel your account; and/or]

(c) [edit your account details,]

at any time in our sole discretion without notice or explanation

8.1 You may cancel your account on our website [using your account control panel on the website]. All the fees charged by BrandsAuction.com are non-refundable and will not be returned for partial and unused services or term.

You agree to pay the commissions, royalties, charges, membership or other fees as set forth in our then-current Commissions and Fees Schedule as applicable to the pricing structure of your Account. BrandsAuction.com's Commissions and Fees Schedule is as follows

5% commission on all auction transactions where each party (buyer and seller) shall pay 2.5% each individually. If a broker registers an account and the broker performs all the transaction on behalf of either seller or buyer, BrandsAuction.com commission will be 3% (1.5% from buyer and 1.5% from seller) and broker will get 1.5% if it is a Certain clients may have a different pricing structure based on assets or activities in their accounts at BrandsAuction.com. You understand that BrandsAuction.com may require a minimum deposit to open an account and that you also may be required to maintain a minimum deposit amount. You fully understand that all the fees due and/or paid are non-refundable and must be collected within one business day of being due

8.2 Bidder Requirements You must be a registered user of the BrandsAuction.com site to submit a bid or offer. Please allow enough time in most cases 24 hours for account activation, and note that you will not be able to place bids or offers until your account has been activated and approved. Your account must be in good standing all the time. You must be a member of the BrandsAuction site to place bids; there are different types of fees that you may be obligated to pay. Below is a description of these fees:

Participation Deposit. The minimum required Participation Deposit is entered by the Seller but approved by BrandsAucton.com. The Participation Deposit for a specific asset is shown on the asset’s page and will be held with BrandsAuction.com. You must pay the Participation Deposit to BrandsAuction.com to participate in the auction. Your payment of the participation deposit means that you have carefully reviewed the asset details independently as BrandsAuction does not give any warranties or guaranties on any information provided by the Seller and thus it is the responsibility of each bidder to do their own due diligence

If you are unable to comply with the terms & conditions of this agreement and with the purchase agreement requirement set forth by the Seller or do not perform the post bidding steps required by either the seller or BrandsAuction.com or do not sign the post bidding documents e.g. purchase agreement etc. or do not send the remainder of the payment within the requested time frame of the seller or BrandsAuction.com or for any other reason where you do not actively perform the closing of the asset, your Participation Deposit WILL not be refunded and depending on the each asset closing situation further penalties may be charged. Both Seller and BrandsAuction will reserve the right to bring any such additional penalties to you within twelve months after the closing time of the bidding. Otherwise, the Participation Deposit will be applied at closing to the purchase price

Membership Fee. The annual Membership Fee is charged to the most Buyers who wish to purchase or license an Asset through BrandsAuction. This fee helps to cover the cost of providing the BrandsAuction technology platform for us to keep your information on our website and for members to use our search feature. This fee is non-refundable regardless if Buyer performs or does not perform any business. The amount of the Annual Membership Fee is typically $499 but BrandsAuction may give special discounts or pricing to some members

Bid Cancellation Fee. In addition to participation deposit, BrandsAuction may charge an additional bid cancellation fee.The Bid Cancellation Fee is a fee in the amount of One Thousand Dollars ($1,000) or 20% of the final Bid amount whichever is higher that is charged to a Selected Bidder only if the Selected Bidder fails to perform post bidding steps including but not limited to (remit either the signed Purchase Agreement or the Earnest Money Deposit within the required time frames)

It is Buyer responsibility that BrandsAuction.com has received such deposits including participation deposit and Earnest Money Deposit. In case of credit card, an authorization hold will be placed on the Selected Bidder’s credit card at the time the Selected Bidder provides their information for the participation deposit. If the Selected Bidder fails to provide either the signed Purchase Agreement or the Earnest Money Deposit within the respective specified time frames, the authorization hold on the credit card for the Bid Cancellation Fee will be settled (e.g. charged) in favor of BrandsAuction.com. Buyer does not have the option to claim any chargebacks etc. In case if Buyer performs any chargebacks etc. or does not pay such participation deposit, BrandsAuction will be allowed to charge Buyer an additional fee as allowed by law to collect any outstanding payment from Buyer

Royalties: Throughout the term of this Agreement, and for any renewals or extensions of this Agreement, both Licensee and Licensor agrees to pay BrandsAuction.com royalty as stated on the licensing pages and listed here (A) Both parties including licensor and licensee shall pay to BrandsAuction a royalty of 1 percent (1%) each or 2% collectively of net sales (gross receipts minus discount or actual return actually realized). All royalties are to be paid within five (5) days of each quarter ending in the months of March, June, September and December by both licensee and licensor. Failure of Licensee & Licensor to make any payment required under this Agreement when such payment is due, shall, at Licensor’s option, terminate this Agreement and charge a full amount of the contract to both parties. Licensor will provide written notice to Licensee of termination of this Agreement for failure to make a required payment, within thirty (30) days from the due date of the payment

8.3 Bidding and Buying Your Intent to Purchase. Bidding on Asset indicates your intent to purchase that Asset and is considered a legally binding offer to enter into a contract between you and the Seller of the Asset, which offer remains open until (i) the Seller accepts the offer, which acceptance can only be effectuated by Seller’s execution of the Purchase Agreement after the Purchase Agreement has been executed by all parties required by the Purchase Agreement, (ii) the Seller sells the Asset to another Buyer, or (iii) the Asset is remarketed on BrandsAuction in a separate Auction Marketing or No Time Limit Marketing. As a Bidder, you are obligated to complete the transaction with the Seller if you submit a Selected Bid. NOTWITHSTANDING THE FOREGOING OR ANYTHING IN THIS AGREEMENT, THE PURCHASE AGREEMENT, OR ANY OTHER DOCUMENTATION TO THE CONTRARY, BY RECEIVING ANY BID, INCLUDING WITHOUT LIMITATION A SELECTED BID, THE SELLER IS NOT OBLIGATED TO SELL THE ASSET TO THE BIDDER, OR ANY OTHER PERSON OR ENTITY UNTIL A PURCHASE AGREEMENT HAS BEEN EXECUTED BY THE SELLER AND ANY OTHER PERSONS OR ENTITIES REQUIRED BY THE PURCHASE AGREEMENT

Seller Acceptances. With all properties marketed on BrandsAuction, the Selected Bid will be subject to approval from the Seller, which is wholly within the Seller’s sole discretion. Seller may accept or reject any bid, including a Selected Bid, and regardless of whether or not the Reserve Price has been met. The Selected Bidder will receive a communication if the Selected Bid is approved by the Seller. Among other consideration received by a Buyer placing a bid or offer is that the Seller will consider the bid or offer and decide whether to accept the bid or offer in a timely manner. Final bid price will not be the only factor in Seller decision making process and Buyer may not be able to get the asset even if the bidding price is the highest

Prequalification Letters; Proof of Funds. For most assets, you will be required to upload a copy of a prequalification letter, your financial and other statements or provide evidence of proof of funds satisfactory to the Seller and BrandsAuction. By uploading such documents, you represent that these documents are bona fide and that contents are true and accurate in all respects. By uploading proof of funds documentation, you represent that the document are true and accurate in all respects

9.1 Registered users will have access to such additional features on our website as we may from time to time determine, which may include: (a) [facilities to complete a detailed personal profile on the website, to publish that profile on the website, and to restrict the publication of that profile to particular groups or individuals registered on the website;](b) [facilities to create groups, manage groups that you have created, join and leave groups, and share information amongst group members;] (c) [the facility to send private messages via the website to particular groups or individuals registered on the website; and](d) [the facility to post and publish text and media on the website.]

9.2 You acknowledge that we cannot be held responsible for the behaviour of our users, either on or off the website, and we cannot guarantee that any information provided by a user is true, accurate, complete, current and not misleading; and subject to Section 15.1 you will not hold us liable in respect of any loss or damage arising out of any user behaviour or user information.

9.3 You agree to the publication of posts relating to you, by others, on our website; you acknowledge that such posts may be critical or defamatory or otherwise unlawful; and, subject to Section 15.1, you agree that you will not hold us liable in respect of any such posts, irrespective of whether we are aware or ought to have been aware of such posts.

10.1 All information that you supply as part of a personal profile on the website must be [true, accurate, current, complete and non-misleading]

10.2 You must keep your personal profile on our website up to date

10.3 Personal profile information must also comply with the provisions of Section 5 and Section 12

>11.1 In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website

11.2 You grant to us a [worldwide, irrevocable, non-exclusive, royalty-free licence] to [use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media / reproduce, store and publish your content on and in relation to this website and any successor website / reproduce, store and, with your specific consent, publish your content on and in relation to this website].

11.3 You grant to us the right to sub-license the rights authorized under Section 11.2

11.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 11.2

11.5 You hereby waive all your moral rights in your content to the maximum extent permitted by the applicable laws; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by such applicable laws

11.6 You may edit your content to the extent permitted by using the editing functionality made available on our website

11.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content

the Completeness or accuracy of the information published on our website

that the material on the website is up to date; or

that the website or any service on the website will remain available

12.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website

12.3 To the maximum extent permitted by applicable law and subject to Section 15.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website

12.4 BrandsAuction.com does not make recommendations or offer investment advice of any kind. BrandsAuction.com provides the content of the Website for informational, educational and noncommercial purposes only. Although BrandsAuction.com may provide data, information and content to buy, sell and license intellectual properties, businesses etc., you should not construe any such information as investment, financial, tax, legal or other advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any data, information or content on the Website before making any decisions based on such data, information or content. In exchange for using such data, information or content, you agree not to hold BrandsAuction.com or its third-party content providers liable for any possible claim for damages arising from any decision you make based on information made available to you through the Website

limit or exclude any liability for death or personal injury resulting from negligence

limit or exclude any liability for fraud or fraudulent misrepresentation

limit any liabilities in any way that is not permitted under applicable law; or

exclude any liabilities that may not be excluded under applicable law

(a) are subject to Section 15.1; and

(b) govern all liabilities arising under that contract or relating to the subject matter of that contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in that contract.

13.3 To the extent that our website and the information and services on our website are provided free of charge and we will not be liable for any loss or damage of any nature

13.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control

13.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill

13.6 We will not be liable to you in respect of any loss or corruption of any data, database or software

13.7 we will not be liable to you in respect of any special, indirect or consequential loss or damage. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages so these exclusions and limitations may or may not apply to you. To the extent permitted by law, our aggregate liability in connection with the services for damages of any sort will not be greater than the amount you paid to access these services

13.8 you accept that we have an interest in limiting the personal liability of our officers, affiliates and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees). Under no events or circumstances, including but not limited to negligence or for any other reason, neither brands auction or our subsidiaries, employees, affiliates be liable to anyone for any damages including but not limited to (direct, indirect, consequential, punitive, incidental, special or exemplary damages), arising from use of or inability to use the services, including those caused by any failure of performance or promises, error, omission, interruption, defect, delay in operation of transmission, either as a computer glitch or viruses etc., or line failure in connection with your use of the services, even if we have been advised of the possibility of such damages

13.9 We may provide third-party content on the Services, which may include links to other internet websites and other content that is not owned or controlled by us, including but not limited to any content provided by Sellers or auctioneers (collectively the “Third-Party Content”). We do not control, endorse or adopt any Third-Party Content, and makes no representations or warranties of any kind regarding the Third-Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that we are not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content at their own risk. Your business dealings or correspondence with, or participation in promotions of, any third parties, including without limitation any Sellers or auctioneers, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such Third-Party Content on the Services.The User may not link directly or indirectly, or facilitate the linking of, the Services to any other website without the our prior written consent provided that no consent is required for links made solely for the purposes of operating and providing a bona fide search engine although we reserves the right at any time to require any such linking to cease.

Reverse Engineering. You may not reverse engineer, decompile or disassemble BrandsAuction (except to the extent specifically permitted by applicable law). You may not use automated web queries (including, without limitation, screen and database scraping, spiders, robots, crawlers and any other automated activity in connection with BrandsAuction). General purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent. You may not frame any part of BrandsAuction. You may not use, or attempt to use, BrandsAuction through any means not explicitly and intentionally made available, provided or intended with respect to BrandsAuction. You may not harvest information about users of BrandsAuction for any purpose. You may not use the Services in any manner that could damage, disable, overburden, or impair BrandsAuction or that harms us, our service providers, suppliers or any other person.

Bulk Downloads. The content offered as part of BrandsAuction is not intended for bulk downloads, and thus, you are expressly prohibited from downloading such content in bulk. For purposes of further clarification, bulk downloads shall include, without limitation, any ten retrieval related actions per minute from an individual IP address or otherwise associated with one user of the website. Unreasonable and/or excessive use, as determined in our sole discretion, may result in access being denied temporarily or permanently for a given user or IP address

Access and Interference. You agree that you will not use any electronic device, software or process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any electronic device, software or process to interfere with or attempt to interfere with the proper functioning of BrandsAuction or any activities conducted on BrandsAuction. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content from the BrandsAuction site for public or commercial purposes, including the text, images, audio, and video without our prior expressed written permission

14.1 You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation all legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of:

(a) any breach by you of any provision of these terms and conditions; or

(b) your use of our website

15.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may

(a) send you one or more formal warnings

(b) temporarily suspend your access to our website

(c) permanently prohibit you from accessing our website

(d) block computers using your IP address from accessing our website

(e) contact any or all of your internet service providers and request that they block your access to our website

(c) commence legal action against you, whether for breach of contract or otherwise; and/or

(c) suspend or delete your account on our website

Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

16.1 We may revise these terms and conditions from time to time

16.2 [The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions. We will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our website from the date we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our website.]

If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website

17.1 Asset Status. ALL ASSETS MARKETED FOR SALE ON BRANDSAUCTION AND ITS AFFILIATED WEBSITES, INCLUDING ALL SPECIAL TERMS MARKETINGS, ARE FOR SALE WITH NO EXPRESS OR IMPLIED GUARANTEES OR WARRANTIES WHATSOEVER BY THE APPLICABLE SELLER, BRANDSAUCTION, ITS AFFILIATES, BRANDSAUCTION, AND/OR THE AFFILIATED WEBSITES, UNLESS REQUIRED BY LAW. Without limiting any other provision of this Agreement or the Purchase Agreement, you acknowledge and agree that you are bidding for Asset and, if you are the purchaser acquiring the Asset in its present state and condition as of the date you submit the bid, with all defects, both patent and latent, and with all faults of the Asset whether known or unknown, presently existing or that may thereafter arise. Furthermore, the Asset is subject to all terms and conditions set forth on the Asset’s details page (including any linked pages containing additional information) and any other terms and conditions specified by the Seller or the Licensed Real Estate Agent for the Asset. You acknowledge and agree that Seller, BrandsAuction and its Affiliated Websites have not made, do not make and, moreover, specifically negate and disclaim any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Asset, including without limitation: (a) the value, nature, quality or condition of the Asset, including, without limitation, the water, soil and geology; (b) the income to be derived from the Asset; (c) the suitability of the Asset for any and all purposes, activities and uses which you may conduct thereon; (d) the compliance of or by the Asset or its operation with any laws, rules, ordinances or integrity of the land or any buildings or improvements of any applicable governmental authority or body; (e) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Asset; (f) the manner or quality of the construction or materials, if any, incorporated into the Asset; (g) the manner, quality, state of repair or lack of repair of the Asset; (h) the existence of any view from the Asset or that any existing view will not be obstructed in the future; (i) the conformity of the improvements to any plans or specifications for the Asset that may be provided to you; (j) the conformity of the Asset to applicable zoning or building code requirements; (k) the existence of soil instability, past soil repairs, susceptibility to landslides, sufficiency of under-shoring, sufficiency of drainage, or any other matter affecting the stability or integrity of the land or any buildings or improvements situated thereon; (l) whether the Asset is located in a special studies zone under the public resources code or a seismic hazards zone or a state fire responsibility area, or a special flood hazard zone; or (m) any other matter with respect to the Asset. You acknowledge that the Asset may not be in compliance with applicable zoning, building, health or other law or codes, that the Seller may not have occupied the Asset and that the Asset may not be in habitable condition. You further acknowledge and agree, without limitation, that the Seller, BrandsAuction and their respective affiliates and BrandsAuction have not made, do not make, and specifically disclaim any representation regarding compliance with any laws, including the Americans With Disabilities Act or with any federal, state or local environmental protection, pollution or land use laws, rules, regulations or orders or requirements, including as defined by the U.S. Environmental Protection Agency regulations or the disposal or existence, in or on the Assets, of any hazardous substance, as defined by the comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and regulations promulgated there under. You and anyone claiming by, through, under, or on behalf of you hereby fully and irrevocably release all Sellers, BrandsAuction, its Affiliated Websites, their respective affiliates, employees, officers, directors, representatives, attorneys and agents from any and all claims that you may now have or hereafter acquire against Sellers, BrandsAuction, its Affiliated Websites, their respective affiliates employees, officers, directors, representatives, attorneys, and agents for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or relating to any construction defects, efforts, omissions, or other conditions, including environmental matters, affecting the Asset(-ies), or any portion thereof. This release includes claims of which you are presently unaware or do not presently suspect to exist in your favor which, if known, would materially affect your release of BrandsAuction and its Affiliated Websites. You should consider these matters when registering on BrandsAuction and placing bids with BrandsAuction or its Affiliated Websites. Additionally, the availability of any Asset for an inspection, and the process by which you may arrange for an inspection, is solely within the discretion of the Seller; BrandsAuction, AOA, BrandsAuction, and the Affiliated Websites have no control or input regarding such inspections.

Disclaimer. SELLER, BRANDSAUCTION AND THEIR RESPECTIVE AFFILIATES AND BRANDSAUCTION AND ITS AFFILIATED WEBSITES DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, ENDORSEMENTS OR REPRESENTATIONS WHATSOEVER AS TO THE ACCURACY OF THE INFORMATION, CONTENT OR MATERIALS CONTAINED ON BRANDSAUCTION OR ITS AFFILIATED WEBSITES.

18.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions

18.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions

19.1 If a provision of a contract under these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

19.2 If any unlawful and/or unenforceable provision of a contract under these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue to be in effect

20.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

20.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party

21.1 A contract under these terms and conditions shall be governed by and construed in accordance with [State Law of New Jersey].

21.2 You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Utah, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and BRANDSAUCTION.COM, except as otherwise stated in the User Agreement.