User Agreement

IAS Auction Marketplace 

1. Overview

Welcome to the IAS Marketplace website (the “Site”). The Site provides various services and tools(collectively referred to here as the “Services”), including, without limitation, tools to assist licensed automotive dealers (“Buyers”) in finding and purchasing vehicles for sale by third parties(“Sellers,” and collectively with Buyers, “Users”), and services and tools to allow Sellers to post their inventory for sale in the Site or a “Microsite” created through the Site. Any person who wishes to access the Site or use any Services must accept the terms and conditions of this UserAgreement (the “Agreement”), without change, and agree to be bound by all terms and conditions of this Agreement and all policies and guidelines incorporated by reference. If you do not accept these terms, you are not authorized to use this Site. Please review the Agreement carefully before using the Site, as it sets out the rights and obligations of both you and Integrated AuctionSolutions, LLC (“IAS”) regarding your use of the Site.

2. Eligibility

Use of the Site and the Services is limited to automotive dealers that have a valid dealer’s license within the United States and abide by the rules and regulations of any applicable state laws.

Dealers must also not be listed within the Auto Auction Insurance Agency “KO” book. Persons who have been temporarily or indefinitely suspended from IAS Marketplace may not use the Services or the Site.

3. Registration and Representation

Registration with the Site is required to use many of the Services, including without limitation listing vehicles for sale, requesting shipping quotes, sending messages to Sellers, and making offers. The registration process requires certain personal information such as your name, address, phone number and email address, along with other information that may be required from time to time. You agree: (a) to provide true, accurate, current and complete information about yourself as requested by IAS, the IAS Marketplace and/or by the registration forms; (b) to maintain and promptly update your account information to keep it true, accurate, current and complete; (c) not to misrepresent yourself as an IAS employee or agent or as other IAS Marketplace user or to access an account belonging to another user; (d) not to publish your contact information or that of other users in an online public area; (e) not to create more than one User Account; (f) that if we disable your User Account, you will not create another one without our permission; and (g) not to transfer your account to anyone without IAS’s written permission. If you provide any false, inaccurate, outdated or incomplete contact information, IAS has the right to suspend or terminate your account, limit your account privileges, cancel all of your listings, remove your Seller status and refuse any and all current or future use of any of the Services. If you believe that an IASMarketplace user is using false contact information, please report it using the “contact us” link atthe bottom of the Site. You will contact IAS IMMEDIATELY if anyone representing your business becomes an unauthorized user. You will be held responsible for any transactions on your account up to the date you submit the user to be removed.

4. Using the Site and Services

IAS grants a limited license to each user to make use only of the Site and the Services in accordance with this Agreement. While using the Site and Services, (a) you agree not to violate any laws, our policies, third party rights or to use the Site for any illegal, malicious or unauthorized purpose; (b) you represent and warrant that you are not under the age of 18 and that you are ableto form legally binding contracts; (c) you understand and agree that you cannot use the Site if you have been temporarily or indefinitely suspended from the Site; (d) you agree not to register with inaccurate, false, outdated or incomplete contact information; (e) you agree not to post inaccurate, false, misleading, hateful, offensive, pornographic, libelous or unlawful content; (f) youagree not to solicit, harass or impersonate IAS Marketplace users or access an account belongingto someone else; (g) you agree to treat users in a respectful, courteous and professional manner;

(h) you agree not to distribute or post spam, unsolicited or bulk electronic communications; (i) youagree not to post and/or sell illegal, counterfeit or stolen items or items which violate thisAgreement in any way; (j) you agree not to harvest, collect or obtain users’ content or informationor access the Site using manual or automated means including without limitation, robots, bots,spiders or scrapers without their consent and that of IAS; (k) you agree not to copy, modify ordistribute content from the Site; (l) you agree not to transmit any worms, viruses, malware orother technologies of a destructive nature; (m) you agree not to modify, adapt or hack the Site ormodify another website so as to falsely imply that it is associated with the Site; (n) you agree notto use the Site in any manner which could damage, disable, overburden, or impair the Site orinterfere with any user's use and enjoyment of the Site; (o) you agree and acknowledge that youbear sole responsibility for keeping your password secure and accept all responsibility for allactivity related to your account; (p) you agree not to circumvent or manipulate our fee structure,the billing process, or fees owed to IAS; and (q) you agree to abide by our purchasing and Sellerobligations and guidelines outlined in this Agreement.

5. Abuse, Misuse and Prohibited Activity

The Site and Services may only be used for lawful purposes and in a lawful manner. You agree: (a)to comply with all applicable laws, statutes and regulations regarding use of the Site and Services;

(b) not to make offers or enter into any agreement under a false name, impersonate any participant, or use another participant's password(s); and (c) not to use automated software, manual processes, or other means to commit click fraud on advertisements and/or product listings. Without limiting other remedies, IAS or IAS Marketplace may immediately issue a warning, temporarily suspend, indefinitely suspend, remove and delete your listings, pursue legal remedies, terminate your access to the Site and refuse to provide our Services, and/or file a report with the appropriate authorities if: (i) you breach this Agreement or the documents it incorporates by reference; (ii) IAS believes that your actions may cause problems or legal liability for you, other IASMarketplace users or IAS; (iii) IAS cannot confirm the validity of your account; or (iv) you infringe the intellectual property rights of any third party or IAS. Fraudulent conduct may be reported to law enforcement, and IAS will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

6. Buyer Obligations and Guidelines

As a User, you agree: (a) not to bid, make offers, accept offers and/or purchase items by clicking the ‘Buy Now’ button or other button which performs the similar function on items without the bona fide intent to purchase; (b) that if the Seller accepts your offer, you are deemed to have purchased the item at the offered price; (c) that you are obligated to complete the transaction of a purchase by sending full payment to the Microsite that facilitated the transaction within three (3)days by the acceptable payment method posted in the listing details or by the payment method set up in your user profile; (d) that you will not try to solicit the Seller to purchase the vehicle outside of the Site and that you will not purchase any vehicles listed on the Site outside of the Sitefor any reason whatsoever; (e) that you will not send the Seller your contact information; and (f)that you understand and agree that unpaid items will be recorded against your account. Excessive unpaid items on your account may result a in range of actions, including limits on buying and selling privileges or suspension of your account.

7. Seller Obligations and Guidelines

To post items for sale on the Site or a Microsite, you must agree to the terms set forth by the Site or Microsite. If you do not, you may not list vehicles for sale and you are not authorized to be aSeller on the Site.

8. Fees

Registering on the Site and using many of its Services are free. We charge fees for certain Services such as selling items as well as additional fees for ancillary products like transportation. When you list a vehicle or use a service that has a fee, we provide you with the opportunity to review and accept the fees that you will be charged based on the Fees Schedule, which we may change from time to time. Any changes to the Fees Schedule will be pursuant to the terms of this Agreement.

We may choose to temporarily change the fees for our services for promotional events or newservices, and such changes are effective when we post the temporary promotional event or newservice on the Site.

9. Content

You must exercise proper care and reasonable judgment in using the Site and Services. You are responsible for any information, material or content including without limitation data, text, information, software, photographs, videos, or any other materials whatsoever (the “Content”)you place on or transmit to or through the Site or Services whether publicly posted or privately transmitted. By posting Content, you grant IAS and its subsidiaries and affiliates the world-wide, royalty free, irrevocable, non-exclusive, transferable and fully sub-licensable right and license(including but not limited to all copyright, trademark, publicity or database rights) to use, reproduce, publicly display, adapt, modify, copy, distribute, publish, translate, promote, perform, and create derivative works of any of your Content in any form, anywhere and for any purpose.

Further, you represent and warrant that you own or otherwise control all rights to the Content and that public posting, use of the Content and the granting of the rights and license to IAS will notinfringe upon or violate the rights of any third party. Digital content including, but not limited to,photos and videos must not contain embedded watermarks, company logos or signage, websiteURLs, time or date stamps, or copyrighted artwork. IAS is in no way responsible for anysubsequent use of the Content and you release IAS from any disputes or liability regarding suchuse.

While IAS reserves the right, but not the obligation, to review, edit, modify, restrict or removesuch Content, IAS does not endorse, takes no responsibility and assumes no liability for anyContent submitted or posted by you or any third party. Furthermore, IAS is not obligated tomaintain a backup of any content and shall have no liability for failure to maintain such content ordeletion of such content. In addition, we provide links to sites owned and operated by thirdparties, affiliated companies, businesses and others. We are not responsible for examining orevaluating these sites, and we do not warrant the offerings of any of these businesses orindividuals or the content of their websites. IAS does not assume any responsibility or liability forthe actions, products, and Content of such other sites or businesses or any other third parties. Youshould carefully review their privacy statements and other conditions of use. Further, these sitesshall not be considered or construed as an endorsement or verification of such linked websites orthe contents therein by IAS.

As permitted by applicable law, IAS has the right, but not the obligation, to monitor all Contentand any activity on or associated with the Site. IAS may investigate any reported violation of thisAgreement or complaints and take any action that it deems appropriate. Such action may include,but is not limited to, issuing warnings, suspension or termination of service, and/or the removal ofany Content on the Site. IAS reserves the right and has absolute discretion, to remove, filter or editany Content that violates this Agreement or that IAS deems to be otherwise objectionable.

10. Prohibited and Restricted Items and Categories

IAS does not, under any circumstance, permit or condone the sale or shipment of prohibited and/or restricted goods and services on its Site. By visiting the Site and/or using its Services, you agree that you will not promote, distribute or publish in association or conjunction with this Site, any items and/or listings that may violate any law, regulation or Site policy. In its sole and absolute discretion, IAS reserves the right to, but has no obligation to, refuse, reject or remove any product or service listings that could be prohibited or restricted by the laws of Canada, the United States ofAmerica, or any international law. Violating any of these terms may be subject to a range of other actions, including, but not limited to, limitations to your buying and selling privileges, removal of your posted listings, removal of your verified Seller status and suspension or termination of your account. Users of the Site are responsible for (a) knowing and complying with any applicable laws and regulations that pertain to the items for sale and the manner of sale; and (b) notifying and reporting to IAS any prohibited or restricted items or categories on the Site. We support efforts bylaw enforcement to investigate and prosecute users who violate this policy.

11. Access and Interference

You agree that you will not use any robot, spider, script, scraper or other automated or manual means to access the Site for any purpose including without limitation, to monitor or copy Content.

Additionally, you agree that you will not: (a) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute or publicly display any Content except for your information; (c) interfere or attempt to interfere with the proper functioning of the Site and any Services or any activities conducted on the Site; or (d) use any device, software or routine to bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to IAS.

12. Copyright and Intellectual Property Infringement

All content included on the Site, such as, without limitation, text, graphics, logos, button icons, images, digital downloads, data compilations, and software, is the property of IAS, and where applicable, its content suppliers and protected by Canada, United States, and International copyright, trademark and other intellectual property laws. You shall have no right or license to download, reproduce, distribute, publish, modify, display, broadcast, hyperlink to or transmit in any manner or by any means or store in an information retrieval system any such content withoutIAS’s and/or third party proprietor’s prior written consent (as the case may be). All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on thisSite may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

IAS respects the intellectual property of others. If you believe that your work has been copied in away that constitutes copyright or trademark infringement, please provide notice to IAS as requiredin this Agreement and include: (a) an electronic or physical signature of the person authorized toact on behalf of the owner of the copyright or trademark interest; (b) a description of thecopyrighted or trademarked work that you claim has been infringed upon; (c) a description ofwhere the material that you claim is infringing is located on the Site, including the listing IDnumber, if applicable; (d) your address, telephone number, and e-mail address; (e) a statement byyou that you have a good-faith belief that the disputed use is not authorized by the copyright ortrademark owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury,that the above information in your notice is accurate and that you are the copyright or trademarkowner or authorized to act on the copyright or trademark owner’s behalf.

13. No Warranties

The Site, Services and all information, Content, materials, products and software whatsoever are provided on an “as is”, “as available” basis, and without warranty of any kind. Your use of and reliance thereon are at your own and sole risk. IAS, its subsidiaries, officers, directors, employees and agents makes no other representations or warranties of any kind, express or implied, including without limitation, (a) the implied warranties of merchantability, safety, reliability, fitness for a particular purpose, title, and non-infringement of third-party intellectual property rights, quality, adequacy and accuracy; (b) that the Site or the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error; (c) the information, Content, materials or products included on the Site will be as represented by Sellers, available for sale at the time of offer, lawful to sell, contain correct pricing, or that certified merchants will perform as promised; (d) any implied warranty arising from course of dealing or usage of trade; and (e) information, materials and/or Services included on or otherwise made available to you through this Site, servers or subsidiaries, or email sent from IAS Marketplace, are free of viruses or other harmful components. To the full extent permissible under applicable law, IAS disclaims any and all such warranties. No advice or information, whether oral or written, which you obtain from IAS Marketplace or through the use of Services shall create any warranty not expressly stated in this Agreement.

14. Limitation of Liability

The Site is a venue where users can buy or sell goods among themselves. Other than providing avenue, IAS does not get involved in the actual transaction between Users, Sellers and/or merchants and does not transfer legal ownership of items from the Sellers and/or merchants toUsers. IAS has no control over and does not guarantee the authenticity, legality, quality, or safety of the items listed, the truth or accuracy of any listings, the ability of Sellers or merchants to sell and/or ship items, the ability of Users to pay for items, or that a Buyer or Seller will actually complete a transaction or return an item. We cannot guarantee continuous operation or secure access to our Site and Services. We encourage you to communicate directly with potential trading partners through the tools available on the Site. In all cases, the transaction risk is borne by the transacting Users themselves. You understand and agree that obtaining any goods or services through our Site is done at your own discretion and risk.

You will be solely responsible for any loss or damage resulting from any transaction and/or useof the Site or Services. Under no circumstance shall IAS be liable to you or anyone in any way forany loss of money, goodwill, reputation, or any special, indirect or consequential damages—whether such loss or damage arises under theory of contract, tort (including negligence), strictliability or otherwise—that arises out of or results from, directly or indirectly: (a) any use of orinability to use our Site and/or Services; (b) this Agreement; (c) any goods or services purchasedor obtained through or using the Site and/or Services; (d) any messages sent or received usingthe Site and/or Services; (e) any user’s actions or inactions regarding the Site and/or Services; (f)any transactions entered into through the Site and/or Services; or (g) any information, content,materials, products (including software), or Services included or otherwise made available toyou through the Site. To the extent legally permitted, IAS excludes all implied warranties, termsand conditions. Some jurisdictions do not allow the disclaimer of warranties or exclusion ofliabilities, so such disclaimers and exclusions may not apply to you. Regardless of the foregoingstatement, if we are found to be liable, our liability to you or to any third party is limited to thegreater of (a) the total amount you paid to us in the 12 months prior to the action giving rise to theliability, or (b) $100. You agree that notwithstanding any statute or law to the contrary, any claimor cause of action arising out of or related to the use of the Site and/or Services consistent withthe terms of this Agreement must be filed within one (1) year after such claim or cause of actionarose or be forever barred. You acknowledge and agree that this Section is an essential and material term of this Agreement,and that without the provisions herein, this Agreement would not have been entered into by IAS.

15. Release

By using the Site, you agree to release IAS and its affiliates, agents, officers, directors, subsidiaries and employees, from all claims, demands, actions, causes of action, and damages (actual, special, indirect and/or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with a transaction conducted through the Site. You acknowledge and agree that this waiver is an essential and material term of this agreement, and that without such waiver, IAS would not have entered into this agreement.

16. Applicable Law

By using the Site, you agree that the laws of the State of Ohio, without giving effect to any principles of conflicts of laws, govern this Agreement and all of its terms and conditions, as well as any dispute of any sort that might arise between you and IAS. Subject to section 18 herein, the sole and exclusive jurisdiction and venue for any dispute under this Agreement or resulting fromany use or inability to use the Site/and or Services shall be the appropriate court in the State ofOhio in Franklin County, or the United States District Court for the Southern District of Ohio. You also agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of, without limitation, our Site, Services, and your Listings andContent. Nothing in this Statement shall prevent IAS from complying with the law.

17. Arbitrationa Policies.

IAS offers an arbitration policy which is designed to resolve disputes between Users and Sellers. Our process is designed to be impartial; it follows the National AutoAction Association’s arbitration policy, which is incorporated into this User Agreement by reference and applies to all Users and Sellers, except that in the case of a conflict between the NAAA arbitration policy and this Agreement, the provisions of this Agreement instead apply.

b. Other Requirements.

Some Sellers may offer their Vehicles online with additional arbitration requirements that exceed our arbitration policy. If there is an arbitration regarding a vehicle sold that has additional arbitration requirements, the arbitration requirements listed by the Seller will prevail in the dispute.

c. Seller Obligations.

It is Seller’s obligation to represent its vehicle and to correct any errors made regarding the condition of the vehicle as it is described on the Vehicle DescriptionPage. Seller is responsible for the accuracy and completeness of all disclosures regard less of whether Seller has relied on third party resources (e.g., an inspection company, vehicle listing service, electronic data vehicle history report, etc.).

d. Buyer Obligations. When bidding on a vehicle, a Buyer is responsible for reviewing all ofthe information on the Vehicle Description Page. By bidding on a vehicle, you acknowledge that you understand how to comprehend the information provided. It isalso a Buyer’s responsibility to know the arbitration rules for the Vehicle(s) they arebidding on.

e. Disclosure Standards by Vehicle Listing Category. It is the responsibility of the Seller tomake sure the correct Vehicle Listing Category is selected and the vehicle meets therequirements of that category.

f. Disclosure Conflicts. Information regarding the description, condition, recalls, or history ofa vehicle may come from multiple sources, which occasionally may result in inconsistentor conflicting disclosure information.

g. Arbitration Period. The arbitration periods established under our arbitration policy applyto all vehicles sold through an IAS Marketplace channel unless otherwise stated. Thearbitration period may be longer if Buyer purchases a Post-Sale Inspection (See the termsand conditions of the relevant auction’s Post-Sale Inspection program for further details.)To preserve their arbitration rights, Users are strongly encouraged to be diligent in theirinspection and research of vehicle purchases within the relevant arbitration period.

h. Arbitration Process.

i. Payment. Initiating the arbitration process does not relieve a Buyer of itspayment obligations. Failure to pay may result in loss of arbitration rights and/ortemporary or permanent suspension of auction privileges.

ii. Time Frame. The Buyer must initiate the arbitration process within 24 hours ofthe vehicle arriving at the User’s location if they use IAS Logistics to facilitate thevehicle transportation. If the Buyer self-transports the vehicle they have 48 hoursfrom the date of sale to initiate the arbitration process.

iii. Review of Claim. IAS will send the arbitration to the Microsite the transaction wasinitiated on and they will review only issues identified in the initial Claim. TheMicrosite will review the claim and render a decision.

iv. Decision. The Microsite will decide whether the arbitration is valid. The Micrositewill facilitate the resolution between Buyer and Seller. If agreement cannot bereached, IAS will decide the appropriate remedy, if any.

v. Remedy by Seller. Seller agrees to pay any agreed-upon dollar amount to theMicrosite within 72 hours after the Microsite notifies Buyer and Seller ofArbitrator’s final decision. If Seller fails to pay the agreed-upon remedy within thetime limit, the Microsite reserves the right to charge the Seller a late paymentcharge.

vi. Returns. If the remedy is that the sale should be cancelled and the vehiclereturned, Buyer will make the vehicle available and the Microsite will handle transportation back to the original pick-up location. The Seller is responsible forany and all transportation costs.

i. Finality. The decision of the Microsite and/or IAS is final and binding on the Buyer andSeller. By doing business with IAS, Buyer and Seller hereby appoint the Microsite and/orIAS to serve as arbitrator and empower the arbitrator to render a final, binding decision insettlement of all Claims submitted for arbitration. IAS reserves the right to interpret,waive or vary any provision of these Policies if, in its sole discretion, IAS considers it fairand reasonable to do so under the circumstances.

18. Indemnity

You agree to defend, indemnify, and hold IAS and our subsidiaries, parents, affiliates, officers, directors, agents, and employees harmless from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising from or in connection with(a) your breach of this agreement, including the documents incorporated by reference; (b) your violation of any federal, provincial, state, foreign or international laws, codes or regulations; (c)your violation of any third party’s rights, including, but not limited to, infringement of any copyright or trademark, violation of any proprietary right or invasion of any privacy right; (d) any claim, action, liability, loss, damage or suit arising from a violation by a user of any applicable prohibition or restriction on the sale, attempted sale, shipment of goods, provision of services, or use of this Site or any Seller’s or Microsite website(s). This obligation will survive the termination of this agreement.

19. General ProvisionsEntire Agreement 

This Agreement and the general terms and conditions set forth on the Site constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, commitments, claims, representations and understandings of the parties in connection with the subject matter hereof.

Changes to Agreement: IAS may change this Agreement at any time by email notification to you and/or by posting a notice thereof on the IAS Marketplace Site consistent with the terms in theAgreement. Your continued access and use of the Site and Services after the notifications of modifications to this Agreement and/or any Additional Terms will signify your agreement and acceptance of the new terms. Any use by you of the IAS Marketplace Site or any Services after the effective date of such change shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.

Notices and Communications: You consent to receive communications from us electronically. We will communicate with you by email and/or by posting notices on this Site. Any notice to be given to you under this Agreement will be sent by email to the most current email address in your UserAccount, and may include a posting on the Site. Notice shall be deemed received by you when we send the electronic communication and/or post the notice on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. For the purposes of notice to IAS, you may send notice by email to: We may also send newsletters and other promotion Content from the Site and/or from third parties from time to time. If you do not wish to receive these mailings, you may opt out by unchecking the ‘ReceiveNewsletter’ option or related option therein.

Severability: In the event any provision of this Agreement shall for any reason be held to beinvalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then thatprovision of this Agreement shall be deemed severable and the remaining provisions shall remainin full force and effect and shall not affect the validity and enforceability of any remainingprovisions to the extent necessary to be reasonable under the circumstances and consistent withapplicable law while reflecting as closely as possible the intent of the terms of this Agreement. Youagree to renegotiate in good faith any term held invalid and to be bound by the mutually agreedsubstitute provisions.

Relationship of the Parties: IAS is not the agent, fiduciary, trustee or other representative of you,and you and IAS are independent entities. Nothing expressed or mentioned in or implied from thisAgreement or from use of the Site and Services is intended or shall be construed to give to anyperson other than the parties hereto any legal or equitable right, remedy or claim under or inrespect to this Agreement and nothing expressed or mentioned in or implied from this Agreementor from use of the Site and Services will create any partnership, joint venture, agency, franchise,sales representative, or employment relationship between IAS and you. This Agreement and all ofthe representations, warranties, covenants, conditions and provisions hereof are intended to beand are for the sole and exclusive benefit of IAS and you.

Password Security: Your password may be used only by you to access the Site and to use theServices. You are solely responsible for maintaining the confidentiality and security of yourpassword, account information and for restricting access to your computer. You may not shareyour password, let anyone else access your account, or do anything else that might jeopardize thesecurity of your account. You understand and agree that you are solely and fully responsible forany use of or action taken under your account or password on this Site (including the actions ofyour agents, employees, or representatives), whether or not you authorized such activities. If yourpassword is compromised you must change your password and notify IAS Marketplace Support.

Electronic Signature: You approve of the collective use of your User ID, password and/or emailaddress or other account information by IAS as an electronic signature, a competent substitute toyour handwritten signature as proved under applicable law. All instructions given, agreementsmade, or other acts taken under your User ID and password shall be given, made or taken, as thecase may be and shall have the same legal effect, as if made or done in writing and signed by you.

Servers: You consent to having your personal data transferred to and processed in Canada and theUnited States.

No Waiver: IAS’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of IAS’s right to subsequently enforce such provision or any other provisions of this Agreement.

Headings: The captions and headings of this Agreement are included for ease of reference onlyand will be disregarded in interpreting or construing this Agreement. References to “us,” “we,”“its” and “our” means either Integrated Auction Solutions, LLC, or IAS Marketplace, as appropriate.

Assignment: You may not assign this Agreement or assign any rights or delegate any obligationshereunder, in whole or in part, without our prior written consent.

Feedback: We always appreciate your feedback or other suggestions you provide us regarding theSite and or Services. You agree that we may use them without any obligation to compensate youfor them.

Termination and Account Closure: You may terminate this Agreement for any reason at any timeupon notice to IAS, consistent with the terms of this Agreement. If you terminate your account,termination is effective one (1) business day after we receive such notice. IAS, in its sole andabsolute discretion, reserves the right to suspend or terminate your account and/or discontinueyour access to the Site or any Services at any time for any reason without prior notice to you, andany such discontinuance shall be considered a "termination" under this Agreement. Notices arepursuant to the terms set forth in this Agreement. You agree that upon any termination of thisAgreement all outstanding balances due to IAS from you under this Agreement will paid in full toIAS within thirty (30) days of the termination date of this Agreement. In all such cases, thisAgreement shall terminate, provided that paragraphs 9 and 13 – 20 shall survive termination ofthis Agreement.

Reservation of Rights: IAS retains the right, but does not have the obligation, to immediately halt any item sale or purchase, to cease and/or restrict any Services or access to the Site, suspend or terminate any user, remove, restrict, edit or modify any Content on the Site or take any other action, in its sole and absolute discretion. Furthermore, as permitted by applicable law, IAS also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to allow users to resolve disputes, or to ensure the integrity and operation of our business and systems or other purposes deemed reasonable by IAS, IAS may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content. All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

Force Majeure: Neither you or IAS shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond your or IAS’s reasonable control.