I. Basic Registration and Service Information

1.1 ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE

By completing the registration process to become a member ("Member") of the Sold IT Live (?Sold IT Live?) Web site (the "Site"), you accept and agree to be bound by the terms of service, operating rules, Privacy Policy of Sold IT Live, published by Sold IT Live as described below (all such terms of service, operating rules and/or policies as they may be amended from time to time shall hereinafter be referred to as these "Terms and Conditions of Use"). Members may be referred to as "Member," "User," "Buyer" when a Member is being described as acting as a buyer in a transaction, "Bidder" when a Member is being described as bidding on an asset in order to act as a potential Buyer in a transaction, and "Seller" when a Member is acting as a seller in a transaction. These Terms and Conditions of Use comprise the entire agreement between Member and Sold IT Live and supersede all prior agreements between the parties, regarding the subject matter contained herein.

In addition to agreeing to these Terms and Conditions of Use, you also accept and agree to be bound by the Seller?s additional conditions of sale, either in the asset listing or on a Seller?s storefront, so long as those conditions of sale are not in violation of these Terms and Conditions of Use or unlawful.

If you are registering as an individual, you expressly represent and warrant that you have the capacity under applicable law to enter into a legally binding contract; If you are applying as a legal entity, you expressly represent and warrant that you have been duly authorized by your company, partnership, or other legal entity to enter into agreements on behalf of that entity.

1.2 DESCRIPTION OF SOLD IT LIVE SERVICE

Sold IT Live provides an online venue for Sellers to list assets for sale and for Buyers to locate assets for purchase in order to facilitate the transfer of ownership of assets ("Assets"). The Assets available through the Site are offered by Sellers and not by Sold IT Live. Sold IT Live is not a party to the offer or sale of these Assets, does not own the Assets listed on the Site (unless so indicated), and only provides the technical means for the offer and sale of the Assets. You acknowledge that Sold IT Live is not an 'auctioneer.' Although we are sometimes referred to as an online auction, it is important to realize that we are not a traditional auctioneer. Sold IT Live does not ensure that a Seller and Buyer will complete a transaction. Sold IT Live is not responsible for fulfillment of any Asset sale or for facilitating the delivery of said Asset(s). Although Sold IT Live may supervise the content of information of the Site (see "Supervision of Content" below), Sold IT Live does not assume responsibility for verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any Member as a result of relying on any material, content and information posted on the Site.

1.3 MEMBER REGISTRATION AND INFORMATION

(a) Registration Data. Each Member expressly agrees to: (1) provide certain current, complete, and accurate information about Member as prompted to do so, and (2) maintain and update this information as required to keep it current, complete and accurate. Furthermore, Member grants Sold IT Live the right to use Member-related data for purposes described in the Sold IT Live Privacy Policy. Member is further directed to review the Sold IT Live Privacy Policy for further information concerning the collection and usage of Member information. Sold IT Live membership is non-transferable. If any information provided by Member is incomplete or inaccurate, Sold IT Live retains the right to terminate Member's rights to use the Site. The Sold IT Live site is a private venue; Sold IT Live may deny access to its site at its sole discretion, and for any reason or for no reason. Providing false or fraudulent Member information could subject a Member to criminal or civil liability as well as being a violation of these Terms and Conditions of Use. Member may change personal information on its existing membership account only to update the Member account.

(b) Username and Password. Once a party becomes a Member of the Site, the Member will select a username and a password. Members are entirely responsible for maintaining the confidentiality of their usernames and passwords. Furthermore, Members are entirely responsible for any and all activities which occur under a Member's username and password. Member agrees to immediately notify Sold IT Live of any unauthorized use of Member's username or any other breach of security known to Member. Sold IT Live may terminate the membership of any Member due to the misuse, improper use or unauthorized use of their username, password or this Site. Sold IT Live shall not be responsible and the Member shall defend, indemnify and hold harmless Sold IT Live for any actual, special, consequential or incidental losses or damages arising from the misuse, improper use or unauthorized use of their username, password or this Site.

II. Conduct Of Auctions On The Site

2.1 PROCEDURE FOR CONDUCTING AUCTIONS

All items are listed for the specified bidding periods (the "bidding") shown on the Site and are deemed "sold" at the close of bidding set at a time pre-determined by the Seller. Each Asset will have a description and disclosure information on the Site, as well as any additional conditions of sale provided by the Seller. Once bidding commences, Bidders may make a bid at any time prior to closing of the bidding. All Assets will have a minimum bid price disclosed on the Site. For certain Assets, the Seller may impose a reserve price, which is not disclosed on the Site. If there are no bids above the minimum bid or reserve price (whichever is higher), then the Seller is not obligated to sell the item listed. After bidding closes on each Asset, Sold IT Live will send the highest Bidder and Seller an e-mail detailing the highest bid and contact information (a "Sold Notice"). In all auctions, a Buyer who is designated as the winning bidder on the Asset listing, whether or not they receive a Sold Notice, is legally bound to buy the Asset at the quoted bid amount (see "Contractual Obligations of Buyers and Sellers" below), and the Seller is legally bound to sell the Asset, pursuant to these Terms and Conditions of Use subject to the additional conditions of sale specified by Seller. The Seller is obligated to contact the winning Bidder within two (2) business days to complete the transaction (or the Seller may engage a representative, including Sold IT Live, to contact the winning Bidder on the Seller's behalf, pursuant to prior agreement). The winning Bidder is also obligated to contact the Seller within two (2) business days to complete the transaction. After two (2) business days, if the Seller is unable to contact the winning Bidder for whatever reason, the Seller may in its sole discretion (a) continue to attempt to contact the high Bidder with assistance from Sold IT Live or (b) re-list the Asset on the Site. Once the parties are in contact, the Seller and winning Bidder shall complete the settlement of the purchase and sale of the Asset pursuant to "Settlement of Transactions" below.

2.2 EXTRAORDINARY CIRCUMSTANCES; LIMITED RIGHTS TO RE-OPEN AUCTION

Notwithstanding anything herein to the contrary, in the rare event of a documented interruption in service, technical error or other exceptional circumstance of a similar nature (defined by and determined at the sole discretion of Sold IT Live and its affiliates), with respect to the services provided by Sold IT Live or its affiliates (excluding technical errors with the Member?s own equipment or Internet connection), the Seller for any adversely affected auction shall have the right, within two (2) business days after such auction has closed, or a ?Sold Notice? issued, to direct Sold IT Live to re-open such auction. In such a case, the affected ?Sold Notice? shall immediately become void and of no force and effect. Sold IT Live shall promptly send an email to all documented Bidders, including any Bidder that received a ?Sold Notice?, specifying the details pursuant to which the affected auction shall be re-opened. At the direction of the Seller, participation in the re-opened auction may be restricted to only those who participated in the original auction. Bidders must make claims of interruption in service or technical error with respect to the services provided by Sold IT Live within one (1) business day after an auction has closed. Sold IT Live will make final determination that there has been a documented interruption in service or technical error on the Sold IT Live Site that has impacted the Member?s ability to place a bid. However, the decision to re-open any auction shall continue to be at the sole discretion of the Seller.

2.3 SETTLEMENT OF TRANSACTIONS GENERALLY

(a) Settlement between Seller and Buyer. The settlement of a purchase and sale of an Asset following a completed bidding process shall be conducted pursuant to this Section, unless otherwise provided in the Seller's conditions of sale or in a written agreement executed by the Buyer and Seller. Unless otherwise provided in the Seller's conditions of sale or otherwise agreed upon by the Seller and Buyer in writing, final settlement shall take place no later than five (5) business days after Buyer is given a Sold Notice. Sellers shall provide unsigned copies of any documents of transfer or other necessary settlement documents to the Buyer within two (2) business days of receiving the Sold Notice. In order to conduct settlement, the Buyer shall send the full purchase price (including any Buyer?s Premium, minus any deposit previously paid) to the Seller pursuant to payment information provided no later than two (2) business days after a Sold Notice is issued. Upon receipt of the full purchase price, the Seller shall send the fully executed settlement documents, as appropriate, to Buyer by overnight mail at Seller's expense. In some real estate transactions, the delivery of an Asset may take longer if there is an administrative delay in the transfer of ownership through no fault of the Seller. However, to ensure a timely transfer of the real estate title, the Seller is required to submit all necessary transfer documents to the appropriate jurisdiction within five (5) business days after the Seller receives payment in full from the Buyer. If the Seller is unable to convey a clear title to the property, the winning bidder will not be considered a non performer.

(b) Return and Refund Policy. Sold IT Live requires all Sellers in certain asset categories (for example, jewelry, coins, and artwork) to provide a return and refund policy in their listings. The Sold IT Live policy states that a 100% return/refund policy is required for any auction in these categories that includes an appraisal, certification, or stated/estimated retail value.

If the asset listing does not include an appraisal, certification, or stated/retail value, the Seller may charge a restocking fee (not to exceed 15% of the total transaction price) to offset the cost the Seller incurs for accepting a return and issuing a refund. Refunds will not include the Seller's original shipping and insurance charges.

To ensure fairness for both parties, the Buyer must contact the Seller within ten (10) calendar days from receipt of the item and return the item within fifteen (15) calendar days to the Seller. The cost of return shipment will be the responsibility of the Buyer. Sold IT Live recommends that the returned item be shipped return receipt and be insured. The item must be in its original condition, not worn or altered, any identifying tags must not be removed and all original documents must accompany the item return. The Seller must have possession of the item within fifteen (15) calendar days from the day the Buyer received the item; otherwise it is at the Seller?s discretion whether or not to provide a refund. Sold IT Live requires that the Seller promptly send the refund within ten (10) calendar days after receiving the returned item.

All returns and refunds must be handled directly by the Buyer and Seller. Please review the Sold IT Live, LLC. Seller Guide for more information. Abuse of our return policy will not be tolerated. Sold IT Live has the right to suspend any Buyer with frequent and excessive returns.

(c) Appraisal and Certification Policy. Sold IT Live does not require a Seller to provide an appraisal, grading card or certification of authenticity for auctions listed on the Sold IT Live site. However, if such documentation is used, it must identify the item, and specify the qualifications and contact information of the appraiser/grader/certifying entity. Documents showing valuation or grading that are internally generated by the Seller or by an affiliate of the Seller must be noted as an ?In-house Appraisal? and include the appraiser?s name and contact information. Any asset listing not clearly displaying the source of the appraisal or contact information may be removed from the Web site.

Independent and third party appraisals must be clearly indicated and include the company name and contact information. An independent appraiser/third party appraiser must have no other revenue relationship with the Seller except for the services related to determining value.

2.4 Seller Rating System

After the close of the auction, the Buyer has the opportunity to rate the Seller on the following categories: Product Quality/Value, Communication, and Ease of Transaction. The Seller is rated on a score of 1-5 stars, with 1 star being very dissatisfied and 5 stars being very satisfied. This rating system will provide prospective Bidders with useful feedback from past transactions with the Seller. The requirements and restrictions include the following: Only the winning Bidder may submit feedback for each auction, no comments can be entered or posted and only winning Bidders with an active account can submit a rating. Sellers are restricted from marketing this feedback rating on any other online or offline venue. The overall star rating system will be posted on each of the Seller?s auction listings. This can be found by the Seller?s name with the number of feedback ratings in parenthesis.

2.5 Seller Identity Verification

In order to protect the reputation of its Sellers and to provide an added measure of security for its Buyers, Sold IT Live may maintain an Identity Verification Procedure via one of the credit reporting agencies. The Identity Verification Procedure is one tool in enhancing the Internet buying experience. However, this Identity Verification Procedure should be used in conjunction with other buyer protection tools, such as the Sold IT Live Seller Rating System and the Jewelry Refund Policy. We also encourage Bidders to communicate directly with potential trading partners through the tools available on the Site. Bidders may also wish to consider using a reputable third party escrow service. Ultimately, the Seller and Buyer are responsible for successful completion of a transaction. Despite the tools offered to its Members, Sold IT Live cannot guarantee the completion of a transaction between a Seller and a Buyer. See Section V. for an explanation of Sold IT Live?s responsibilities and limitation of liabilities, as well as available dispute resolution alternatives.

III. Responsibilities Of Buyers And Sellers

3.1 WHO CAN BID?

Bidders must register with Sold IT Live as a Member and be capable of forming legally binding relations under applicable law. The services provided by Sold IT Live are not available to individuals under the age of 18 years old and any other individuals who are legally prohibited from, or otherwise incapable of, entering into binding contracts. Sellers may not bid on their own auctions. Sellers may not manipulate prices of auctions by having others bid on their assets for them. First time Bidders must provide a valid major credit card as a security measure before entering a bid. A Seller may request that Sold IT Live restrict the right of a particular Member to bid on that Seller?s auction(s).

3.2 WHO CAN SELL?

Sellers must be the rightful owners, or authorized by the owners of such property, a court of law, or through power of attorney to sell an Asset. Upon request by Sold IT Live, Sellers must produce evidence of ownership and/or authorization to sell on Sold IT Live. Sellers may be required to complete an Identity Verification process prior to listing an Asset for sale on the Sold IT Live site. Sellers may be requested to provide certain personal information to confirm his or her identity through a third-party processor or other means.

Notwithstanding the foregoing, Sold IT Live shall have no liability whatsoever for errors or omissions in connection with the Identity Verification process and Sold IT Live makes no warranties that such process is or will be error free.

3.3 CONTRACTUAL OBLIGATIONS OF BUYERS AND SELLERS

(a) Terms and Conditions of Use As Contract. These Terms and Conditions of Use, together with any additional conditions of sale provided by a Seller for a particular Asset disclosed on the Site, comprise a contract between a Seller and the winning Bidder in any completed auction. By bidding on an Asset a Bidder agrees, and by listing an Asset on the Site a Seller agrees, to be bound by these Terms and Conditions of Use and the Seller's conditions of sale included in the Asset's description, so long as those conditions of sale are not in violation of these Terms and Conditions of Use or unlawful. In the event of any direct conflict between these Terms and Conditions of Use and any conditions of sale provided by a Seller, then these Terms and Conditions of Use shall control.

(b) Offer and Acceptance - Binding Contract Between Buyer and Seller. A bid made by a Buyer is an offer to purchase the Asset from the Seller at the stated bid price. The bid is an irrevocable offer, subject only to material changes in the description of an Asset made after such bid is placed by a Buyer. Buyers are required to conduct any research or due diligence of an Asset prior to making a bid. All Assets are listed and sold on an "as is" "where is" basis, unless otherwise indicated by the Seller on the auction listing. If a Buyer bids on an Asset and that bid represents the highest bid for that Asset, and the highest bid is at or above the Seller's minimum and/or reserve price (whichever is higher), the Buyer's bid is deemed accepted by the Seller (subject to these Terms and Conditions of Use, including the right of a Buyer to change or retract a bid in the event of a material change in the description of the Asset, as set forth below), except for exceptional circumstances, such as a material typographical error. Once the Seller accepts a Buyer's bid, the Buyer is obligated to purchase the Asset at the price he/she offered and pursuant to these Terms and Conditions of Use and the Seller's conditions of sale. If a Seller receives at least one bid at or above the Seller's stated minimum price (or in the case where the Seller has set a reserve price, at or above the reserve price), the Seller is obligated to complete the transaction with the highest Bidder upon the completion of the bidding, except for an exceptional circumstance, such as a material typographical error or other conditions stated in these Terms and Conditions of Use. The Seller's conditions of sale may provide for a specific form of purchase agreement to be executed by the Seller and winning Bidder after the auction closes. In the absence of a specific form being provided by the Seller in the conditions of sale, the Seller or the winning Bidder may request that the parties execute a standard form of purchase agreement, consistent with these Terms and Conditions of Use and the Seller's conditions of sale, to memorialize and confirm the agreement between the parties. Sellers and Buyers agree to act reasonably and in good faith in negotiating and entering into a written purchase agreement if requested by either party.

(c) Completing a Settlement. The Seller and the Buyer are jointly and equally responsible for completing the sale of an Asset. After the online bidding is complete, unless otherwise indicated/engaged, the Seller is responsible for taking all necessary actions to complete the sale once a winning Bidder is identified to the Seller. Sold IT Live retains the rights to terminate a Seller's rights to use the Site in the event a Seller fails to perform its obligations to settle on a completed auction. Similarly, the Buyer is responsible for taking all necessary actions to complete the sale. Sold IT Live retains the right to terminate a Buyer?s rights to use the Site in the event a Buyer fails to perform its obligations to settle on a completed auction. If an Asset is located in the U.S. and the Seller requests that you send funds outside the U.S., do not send funds before contacting Client Services at ClientServices@SoldITLive.com

(d) Material Change in Description of Asset. Sold IT Live may allow Sellers to change their asset listing prior to acceptance of the first bid; however, the date of the change will be noted on the listing after bidding commences. In the event a Seller materially changes the description of an Asset after the commencement of the bidding process, then all Bidders who have previously made a bid on such Asset will be notified by e-mail that the description of the Asset has been materially changed. Such Bidders will then have three (3) business days (or another period provided in a notice to such Bidders) to amend or retract his/her/its bid, after which time all bids will remain irrevocable.

(e) Other Conditions of Purchase and Sale. All purchases and sales of Assets and use of the Site by Members shall be conducted in compliance with applicable law. Purchases made on the Site are entirely without recourse to Sold IT Live. All Members acknowledge and agree that closing of all sales of Assets may be subject to final approval of a court (including a bankruptcy court ) or other agency and that if such approval is not obtained, the Seller may withdraw such Asset after a completed bidding process without any recourse or liability on the part of Seller. In the case of a sale of any Asset(s) from a bankruptcy estate, a sale is not final until a bankruptcy court gives final approval of the sale.

(f) Enforcement of Buyer and Seller Contract Obligations. All Members are third party beneficiaries of these Terms and Conditions of Use, and Buyers and Sellers shall be entitled to enforce the provisions hereof and may pursue legal action against each other for non-performance of any provision hereof, including without limitation, non-performance of a purchase and sale after a completed bidding process. In addition, Sold IT Live retains the right to terminate a Member's rights to use the Site in the event a Member violates these Terms and Conditions of Use.

(g) Conducting Due Diligence. Bidders are required to conduct any research or due diligence of an Asset that they wish to conduct prior to making a bid. Bidders wishing to physically inspect Assets seen on the Site may make arrangements to do so at Seller's discretion. The Asset description may contain information regarding inspections and other due diligence opportunities available. However, in the case of an Asset such as a promissory note, mortgage, or other Asset that involves a payer or debtor or other third party that is not a Seller and not part of the purchase and sale transaction on this Site, then Bidders are strictly prohibited from contacting such payers, debtors, or other third parties until the bidding is complete, the winning Bidder has paid for the Asset in full, and the purchase and sale of the Asset is settled. Permitted due diligence includes reviewing the Seller's description of an Asset, as well as reviewing land records, tax records, appraisals, and other publicly available sources.

3.4 OTHER RESPONSIBILITIES OF THE SELLER

(a) Description of Assets. The Seller must accurately describe Assets in a listing provided for inclusion on the Site and shall be liable for any misstatements or omissions in such description. Seller must disclose any and all outstanding encumbrances such as mortgages and taxes due, or outstanding notices such as utility cutoff notices. Failure to accurately describe an Asset may be fraudulent and may subject a Seller to civil and/or criminal liability, as well as being a violation of these Terms and Conditions of Use. Sold IT Live retains the right to terminate a Seller's rights to use the Site in the event a Seller includes material misstatements or omissions in an Asset's description. Seller further agrees to indemnify and hold harmless Sold IT Live against any action brought against Sold IT Live by any person or entity arising out of or due to any action or omission of the Seller whether said action or omission is described herein or not, or may otherwise relate to any transaction by the Seller or any third party. Prior to listing an Asset, the Seller shall provide to Sold IT Live any terms or conditions of sale for particular Assets in addition to these Terms and Conditions of Use. Seller will not reference, directly or indirectly, other Sellers? auctions or terms, nor include negative comments regarding other Seller?s auctions or terms in their listings.

(b) Compliance with All Applicable Laws. Sellers are also responsible for complying with all applicable local, state, federal, or foreign laws, rules, regulations and legal approvals regarding the sale of any Assets, including without limitation, bankruptcy court approvals, federal and state securities laws regarding the sale of any Assets that may be deemed a "security," Seller disclosure laws for any real estate Asset, including environmental and broker licensure laws, export licensing and laws governing the sale, packaging, shipment, distribution and labeling of products, published materials or information, and all other applicable local, state, federal, or foreign laws, rules and regulations pertaining to the sale of any Assets. Sellers are solely responsible for ensuring that all items offered for sale are offered in full compliance with any applicable legal limitations or restrictions.

(c) Linking With Other Web Sites or Information. No listing shall establish a link to (i) any Web address not pertaining directly to the asset listing, (ii) any private Web page with site navigation enabled, (iii) any promotion of email alerts for items not listed on Sold IT Live, (iv) any reference to auctions listed on sites other than Sold IT Live, or (v) any advertisement or statement for any business, individual, organization, concept or entity. If prohibited links are found after the listing is live, Sold IT Live has the right to cancel that auction or classified listing without notice. No refunds will be issued for such violations.

(d) Accepting Risk of Buyer's Ability to Complete a Transaction. Sellers acknowledge and agree Sold IT Live does not provide any representations with regard to the ability of Bidders to pay Sellers the bid price for the Asset being sold.

(e) Payment of Fees to Sold IT Live. Sold IT Live' fees are posted on the Site. Seller agrees to pay applicable fees without offset. Unless otherwise agreed to by Sold IT Live, payment of the Listing Fee and Premium Services fees (if selected) are due when the Seller completes the listing ("Sell an Asset") process. Success Fees or Commissions related to a completed auction are due to Sold IT Live at the time an auction ends and is marked as Sold, unless other payment terms are agreed to by Sold IT Live. If the Seller does not notify Sold IT Live in writing of a winning Bidder's failure to complete the transaction ("Non-Performing Bidder") within 7 days of the close of the auction, the Success Fee is immediately due in full and is not refundable. Unless otherwise agreed to by Sold IT Live, all fees will be charged to the Seller's credit card account that is provided during the listing process. By completing the listing process, Seller authorizes Sold IT Live to charge the Seller?s credit card account, unless otherwise agreed to in writing by Sold IT Live. If the Seller?s card is no longer valid at the time the auction ends and the Asset is marked as Sold, Sold IT Live reserves the right to invalidate the auction unless the Seller has made alternate payment arrangements. Any fees or charges not paid by the Seller within 7 days of provision of service will be subject to a late fee equivalent to the rate of 1.5% per month from the date of provision of service. See the Sold IT Live Asset Fee Schedule for additional information regarding fees and commissions.

Members may request that Sold IT Live refund charges to a Member?s charge, credit or debit cards. Sold IT Live will review such request and respond within two (2) business days. However, charge backs requested through Member?s issuing bank are an unacceptable charge dispute resolution method. Member agrees to immediately pay to Sold IT Live any charge backs of amounts originally charged to such Member?s charge, credit or debit cards, as well as for fees incurred by Sold IT Live for such charge backs. Member?s responsibility for charge backs and related fees will continue even if Member has received the funds, and/or closed the Sold IT Live account. Any refunds issued to memebr will be in the form of a site balance credit, there is absolutely no reverse charges allowed.

(f) Exclusivity. Unless otherwise agreed to by Sold IT Live in writing, Seller agrees that Sold IT Live will be the sole venue for each listed Asset for the term of the listing online or otherwise. Seller may not duplicate any listed Asset on any other online site or through any offline sales method. If a Buyer makes an offer outside of the Sold IT Live venue, it is the Seller?s obligation to have that Bidder register and have that bid submitted on the Sold IT Live Site for the Asset in question. Once an Asset is listed on the Site, if a Seller sells the Asset outside the Sold IT Live venue, then Sold IT Live shall be entitled to receive the full commission that it would have received if the Asset were sold on the Site.

IV. Rights and Responsibilities of Sold IT Live

4.1 MODIFICATIONS TO TERMS OF SERVICE

Sold IT Live may change these Terms and Conditions of Use from time to time. Any amendment shall be effective 10 calendar days after posting on the Site. Member's continued use of the Site constitutes an affirmative: (1) acknowledgment by Member of these Terms and Conditions of Use and any modifications; and (2) agreement by Member to abide and be bound by these Terms and Conditions of Use, including any modifications. Both the Seller and Buyer acknowledge that they shall be solely responsible for obtaining updated information concerning changes to these Terms and Conditions of Use. It is further acknowledged by the Member that the Terms and Conditions of Use in effect at the time that a dispute shall arise shall control in all matters.

4.2 SUPERVISION OF CONTENT

Sold IT Live reserves the right, but has no obligation, to supervise all material, content and information on its Site, including, but not limited to, Asset listings and bidding activity, to determine compliance with the Terms and Conditions of Use and all current and future operating procedures and rules of conduct established by Sold IT Live. Sold IT Live reserves the right, at its sole discretion, to amend, edit, remove or otherwise block any material posted by a Member, which may violate any state, federal or local law or violate any aspect of these Terms and Conditions of Use or which may otherwise jeopardize the business operations or goals of Sold IT Live. Sold IT Live shall not be responsible for material content and information contained on this Site that is provided by the Members, and all parties agree to hold Sold IT Live harmless with regard to same pursuant to the limitation of liabilities and release and indemnification provisions contained in these Terms and Conditions of Use.

4.3 TERMINATION OF MEMBER'S RIGHTS TO USE SITE

Sold IT Live retains the right to terminate a Member's rights to use the Site. The Member agrees that Sold IT Live may, in its sole discretion, terminate a Member?s account, deny access to the site, and terminate any active auctions. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms and Conditions of Use or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) unexpected technical or security issues or problems, (d) actions which might jeopardize the business operations or goals of Sold IT Live, and (e) extended periods of inactivity. Termination of the Sold IT Live account includes removal of access to all offerings within the site, and deletion of password and all related information, files and content associated with or inside the account. Further, the Member agrees that all terminations shall be made in Sold IT Live?s sole discretion and that Sold IT Live shall not be liable to the Member or any third-party for any termination of an account or access to the site. If it is suspected in Sold IT Live?s sole discretion that a Member has participated in fraudulent behavior on the Web site, Sold IT Live reserves the right to suspend a Member?s account at any time, remove any active auctions, and give Buyers of recent auctions the opportunity to withhold performance without penalty.

4.4 COMMUNICATION WITH MEMBERS

Members may elect to receive notification of new Asset listings and other opportunities available to Sellers or Buyers. Sold IT Live also relies on electronic messaging to keep its Members informed of events on its Site and the Member agrees to allow Sold IT Live to so communicate. Member may ?Opt Out? of such communications by contacting ClientServices@SoldITLive.com

4.5 NATURE OF SOLD IT LIVE RESPONSIBILITIES

Sold IT Live agrees to act with respect to each Sold IT Live transaction in accordance with these Terms and Conditions of Use. The duties and responsibilities of Sold IT Live and its affiliates shall be limited to those expressly set forth in these Terms and Conditions of Use. Sold IT Live shall not be subject to, or obliged to recognize, any other agreement between, or direction or instruction of, any or all of the parties to any such Sold IT Live transaction.

MEMBER ACKNOWLEDGES AND AGREES THAT SOLD IT LIVE'S DUTIES ARE MINISTERIAL IN NATURE. SOLD IT LIVE IS MERELY A FACILITATOR AND PROVIDES TRANSACTIONAL ASSISTANCE TO ITS MEMBERS AND IS NOT A PRINCIPAL TO ANY TRANSACTION. SOLD IT LIVE SHALL NOT AND DOES NOT TAKE TITLE OR OWNERSHIP OF ANY PROPERTY OR FUNDS HELD BY IT. TITLE TO SUCH PROPERTY OR FUNDS SHALL BELONG TO THE SELLER OR BUYER, AS THE CASE MAY BE, AND SHALL BE HELD AND DISPOSED OF IN ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE OR AS OTHERWISE AGREED UPON BETWEEN BUYER AND SELLER. ANY DISPUTES AND/OR DISAGREEMENTS BETWEEN BUYER AND SELLER MUST BE ADDRESSED BY BUYER AND SELLER, AND MEMBER EXPRESSLY AGREES NOT TO HOLD SOLD IT LIVE OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES RESPONSIBLE IN ANY WAY OR IN ANY MANNER. MEMBER ACKNOWLEDGES AND AGREES THAT NEITHER SOLD IT LIVE NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES ENDORSES ANY OF THE ASSETS THAT ARE TRANSFERRED THROUGH THE SITE AND THAT NEITHER SOLD IT LIVE NOR ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES IS RESPONSIBLE FOR ANY DAMAGES TO GOODS DURING TRANSIT NOR FOR MISREPRESENTATIONS AND/OR BREACHES OF CONTRACT BY EITHER BUYER AND/OR SELLER. SOLD IT LIVE AND ITS EMPLOYEES, REPRESENTATIVES AND AFFILIATES SHALL MAY AND WILL RELY UPON ANY WRITTEN NOTICE, DEMAND, CERTIFICATE OR DOCUMENT, WHICH IT IN GOOD FAITH BELIEVES TO BE GENUINE. NEITHER SOLD IT LIVE NOR ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES SHALL INCUR ANY LIABILITY WHATSOEVER, AND BOTH BUYER AND SELLER SHALL INDEMNIFY SELL IT LIVE AND ITS EMPLOYEES, REPRESENTATIVES AND AFFILIATES WITH REGARD TO THEIR CONDUCT IN OPERATING OR MAINTAINING THIS WEBSITE AND IN THE FULFILLMENT OF THEIR DUTIES AS EMPLOYEES REPRESENTATIVES OR AFFILIATES OF SOLD IT LIVE AS MORE FULLY DESCRIBED IN THE RELEASE AND INDEMNIFICATIONS CONTAINED HEREIN.

V. Other Provisions

5.1 DISCLAIMER OF WARRANTIES

MEMBERS EXPRESSLY AGREE THAT USE OF THE SITE IS AT A MEMBER'S SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOLD IT LIVE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOLD IT LIVE MAKES NO WARRANTY THAT THE SERVICES PROVIDED ON THE SITE WILL MEET A MEMBER'S REQUIREMENTS, OR THAT SUCH SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES SOLD IT LIVE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR THAT DEFECTS IN ANY SOFTWARE WILL BE CORRECTED. SOLD IT LIVE MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM SOLD IT LIVE OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

5.2 LIMITATION OF LIABILITY

IN NO EVENT SHALL SOLD IT LIVE OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES BE LIABLE TO A MEMBER OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THIS AGREEMENT FOR ANY ACTUAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR RELIANCE DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA), HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT SELL IT LIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BOTH PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK AND ARE REFLECTED IN THE FEES AGREED UPON BY THE PARTIES. FURTHER, SOLD IT LIVE' AGGREGATE LIABILITY ARISING WITH RESPECT TO MEMBER'S USE OF THIS SITE SHALL NOT EXCEED THE GREATER OF (A) $100 or (B) THE TOTAL AMOUNTS PAID BY THE MEMBER TO SOLD IT LIVE UNDER ANY COMMISSION AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. ADDITIONALLY BOTH BUYER AND SELLER, RESPECTIVELY AGREE TO INDEMNIFY AND HOLD HARMLESS SOLD IT LIVE AND ITS EMPLOYEES, REPRESENTATIVES AND AFFILIATES AGAINST ANY AND ALL CLAIMS ARISING OUT OF THE LIMITATION OF LIABILITY CONTAINED HEREIN AND DESCRIBED MORE FULLY IN RELEASE AND INDEMNIFICATIONS CONTAINED HEREIN.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

5.3 NO RESALE OR COMMERCIAL USE OF THE SERVICES PROVIDED ON THE SITE

Member's right to use the Site is personal to Member. Member agrees not to resell or make any commercial use of the services provided on the Site, without the express written consent of Sold IT Live. Member acknowledges that content appearing on the Site may be protected by copyrights, trademarks or other proprietary or personal rights and that applicable laws will govern the Member's use of such content. Member agrees that without the prior written consent of Sold IT Live, Member shall not resell the Site, or the services provided on the Site, or use the Site for the transmission of commercial solicitations (other than an offer by Seller of Assets for sale) or for the receipt of responses to commercial solicitations (other than a Buyer's interest in purchasing Assets offered for sale through the Site) without the express written consent of Sold IT Live. Member agrees not to, for a commercial purpose, upload, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit, any content obtained through the Site. Member agrees not to use the Site for the transmission of (or receipt of responses to) chain letters, lotteries, gambling or pyramid schemes of any kind. Member agrees not to use the Site to disseminate any message in a broad-based mailing without the prior written permission of Sold IT Live. Member agrees not to forge communications or take any other action that would disguise the origin of communications Member transmits through the Site. Member agrees not to permit another person to transmit communications that falsely identifies the Member's account as the origin of such communication.

5.4 MEMBER CONDUCT

Member is solely responsible for the contents of his/her/its transmissions through the Site. Member's use of the Site is subject to all applicable local, state, national and international laws and regulations. Member agrees: (1) to comply with US law regarding the transmission of technical data exported from the United States through the Site; (2) not to use the Site for illegal purposes; (3) not to interfere or disrupt networks connected to the Site; (4) to comply with all regulations, policies and procedures of networks connected to the Site; (5) not to post any information which is deceptive or knowingly inaccurate; and (6) to refrain from infringement on any material posted on the Sold IT Live Site, including information posted by other Members, that is copyrighted, patented, trademarked or similarly protected under proprietary rights or rights of privacy. Member agrees not to transmit through the Site any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited. Member further agrees not to use the Site in a manner that violates any Federal, state or local laws or regulations, including but not limited to the sale of any regulated substances.

Member email contact information is provided to facilitate the purchase and sale of Assets posted on the Site. Use of this contact information to transact purchase and sale of items, whether posted on the Site or similar items, is a violation of these Terms and Conditions of Use. Sold IT Live is due fees on all such purchase and sale transactions consummated in circumvention of the Sold IT Live Site.

Sold IT Live may terminate any Member's account immediately, in our sole discretion, if we believe that the Member's conduct fails to conform to this Section of this Agreement. Without limiting the foregoing, if Member uses, or attempts to use, the services for any purposes other than those intended, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of the services, Member?s account will be terminated and you may also be subject to civil and criminal liability.

5.5 NOTICES - DEFINITIONS

Sold Notices and other notices given by Sold IT Live shall be valid when sent by e-mail to the e-mail address registered with Sold IT Live The term "Buyer", "Bidder", "Seller", and "Member" includes corporations, partnerships, persons, agents, representatives and any legal entity entitled to participate in the Site.

5.6 RELEASE AND INDEMNIFICATION

Notwithstanding any other release, agreement to ?hold harmless? or indemnification contained herein, Member hereby further waives, releases, forgives, discharges and relinquishes any and all claims that Member now has or may have against Sold IT Live, its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents and representatives which are connected with, arise out of, relate to or are incidental to any Sold IT Live transaction or the use of the Site. Member hereby agrees to indemnify, defend and hold Sold IT Live, its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents and representatives harmless from and against any and all claims, loss, damage, tax, liability and/or expense that may be incurred by Sold IT Live, its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents and representatives arising out of or in connection with the performance of its duties as described in this Agreement, including the legal costs, fees and expenses of defending itself against any claim by any or all of the parties to any Sold IT Live transaction and/or by any other person and/or as a result of the Member taking any action or refraining from taking any action or instituting or defending any action or legal proceeding. Member further agrees to indemnify and hold Sold IT Live, its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Member's use of the Site, the violation of these Terms and Conditions of Use by Member, or the infringement by Member, or other Member of the Site using Member's computer, of any intellectual property or other right of any person or entity. If you are a California resident, you waive California Civil Code ?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 known by him must have materially affected his settlement with the debtor."

5.7 RESOLUTION OF DISPUTES

(a) Resolution of Disputes Generally. MEMBER ACKNOWLEDGES AND AGREES THAT ANY DISPUTE INVOLVING SOLD IT LIVE SHALL BE RESOLVED SOLELY IN ANY COURT OF COMPETENT JURISDICTION LOCATED IN MULTNOMAH COUNTY, STATE OF OREGON. MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT THEY SHALL BE RESPONSIBLE FOR ALL COSTS TO ENFORCE THIS AGREEMENT, INCLUDING REASONABLE ATTORNEY?S F