1. Services. Subject to the terms and conditions set forth below, AuctionSmart, LLC (“AuctionSmart”), will: (i) store the products you have identified in the online sign-in process (the “Products”), (ii) list, offer and sell the Products on eBay, (iii) deliver the Products to the buyer, if any, and (iv) collect the sales price from the buyer.

2. Binding Bids. You are obligated to sell the Products and complete the transaction with the highest bidder upon the listing’s completion, unless (i) the buyer fails to pay for the Products, or (ii) AuctionSmart cannot authenticate the buyer’s identity.

3. Unsold Products.

(a) If any Product with a price of less than $1,000 fails to sell after being listed on eBay for a period of at least 3 days, such Product will be re-listed a second time for free (again for a period of 3 days). If any Product with a price of $1,000 or more fails to sell after being listed on eBay for a period of at least 3 days, you will be may opt by e-mail communication delivered to AuctionSmart within 2 days from your receipt of notice from AuctionSmart that the Product has not sold, to have AuctionSmart re-list the item for an additional 3 day period (but you will be obligated to reimburse AuctionSmart for all applicable fees for such re-listing).

(b) If a Product does not sell during any applicable auction periods described in Section 3(a) above, then you may either: (a) retrieve the applicable Product from AuctionSmart at your expense, or (b) donate the Product for an auction in which the proceeds (less the fees associated with AuctionSmart’s service) will go to a charity or not-for-profit organization that is registered with AuctionSmart. If you do not arrange for the retrieval of the applicable Product from AuctionSmart during AuctionSmart’s regular working hours within 15 days after the end of the applicable auction periods described in Section 3(a) above, then you authorize AuctionSmart to sell such Product, with the proceeds (less the fees associated with AuctionSmart’s service) to be donated to a charity or not-for-profit organization that is registered with AuctionSmart.

4. Term. The term of this Agreement will commence when you click below that you have accepted this Agreement (the “Effective Date”) and unless terminated earlier in accordance with the terms of this Agreement, will continue until all Products accepted for listing by AuctionSmart under this Agreement are sold and delivered to the respective buyer(s) or returned to you, but in no event more than sixty (60) days from the Effective Date. This Agreement may be terminated by AuctionSmart without notice, for any reason or no reason, at any time. Upon any such termination, AuctionSmart will return any unsold Products to you.

5. Fees. You authorize AuctionSmart to deduct from the gross proceeds of the sale of the Product (the “Sales Proceeds”) and retain for itself as consideration for the services provided hereunder:

(a) A sales fee (the “Sales Fee”) in an amount equal to 32% of the first $300 of the Sales Proceeds; plus 25% of the next $200 of the Sales Proceeds; plus 18% of the remaining Sales Proceeds over $500;

(b) A transaction fee equal to 2.9% of the Sales Proceeds; and

(c) An additional amount equal to all eBay charges incurred in the process of selling the Product.

6. Payment to Seller. Within fifteen (15) days after receiving the Sales Proceeds from the buyer of the Product, AuctionSmart will deduct its fees in accordance with Section 5 above and forward the remaining Sales Proceeds to you at your address as indicated by you in your online account profile.

7. Seller’s Warranties. By accepting this Agreement, you represent and warrant to AuctionSmart that: (a) you are at least 18 years of age, (b) you are the legal owner of the Products, (c) you have the legal right to sell the Products, (d) the Products and the rights granted under this Agreement do not infringe the proprietary rights of any third party, and (e) the description of the Products is truthful, accurate and complete. You represent and warrant that neither the description of the Products nor the Products will: Be false, inaccurate or misleading; be fraudulent or involve the sale of counterfeit or stolen items; violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; be obscene or contain child pornography or otherwise adult in nature or harmful to minors.

8. Nature of Relationship. The relationship between you and AuctionSmart and the Seller is that of bailor and bailee in which the bailee (you) deposits its personal property (the Products) with the bailor (AuctionSmart) for the purpose of listing and selling the Products to third parties on eBay. Nothing contained herein will be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

9. Title and Risk of Loss. Title to and risk of loss for the Products will remain with you until such time as the Products are delivered to a carrier for delivery to the buyer. Title and risk of loss will not transfer to AuctionSmart at any time. Title to Products shipped will pass directly from you to the buyer of the Products.

10. Breach. Without limiting other remedies, AuctionSmart may immediately remove your Products listings from eBay, suspend or terminate the services to be provided hereunder, and refuse to provide future services to you if (i) you breach any term or condition of this Agreement, (ii) any information you have provided to AuctionSmart proves to be inaccurate or unverifiable, (iii) AuctionSmart believes that your actions may cause financial loss or legal liability for you or for AuctionSmart, or (iv) AuctionSmart suspects that you have engaged in fraudulent activity in connection with the Products, AuctionSmart, or eBay.

11. Indemnification. You agree to indemnify and hold harmless AuctionSmart and its affiliates, officers, directors, representatives, agents, and employees, harmless from and against any claim, demand, loss, or liability, including reasonable attorneys’ fees, made by any third party arising from or relating to (a) any breach by you of this Agreement or (b) any violation by you of any law or the rights of any third party.

12. No Warranty. AUCTIONSMART PROVIDES ITS SERVICES “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

13. Waiver of Consequential Damages. IN NO EVENT WILL AUCTIONSMART BE LIABLE TO SELLER FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT, OR THE TERMINATION OF THIS AGREEMENT OR THE SERVICES, WHETHER THE ACTION IS FOR NEGLIGENCE, STRICT LIABILITY, CONTRACT, OR TORT, AND IRRESPECTIVE OF WHETHER AUCTIONSMART HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

14. Limitation of Liability. AuctionSmart’s liability to Seller hereunder or in any circumstance is limited to the greater of (a) the value of the Products, or (b) $100.

15. General. This Agreement will be governed in all respects by the laws of the United States of America and the internal laws of the State of Utah, without reference to conflicts of laws provisions. All notices or requests will be in writing and will be sent by facsimile, or recognized commercial overnight courier. Notices will be deemed received upon receipt of written confirmation of transmission when sent by facsimile, or signing for receipt of delivery if sent by overnight courier. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement is held to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and, in such event, such provisions will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements between the parties with respect to the subject matter hereof.

16. Survival of Certain Terms. Sections 7-16 will survive any termination of this Agreement.