SELLER TERMS OF SERVICE

Last Updated: 2025-01-16

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY MAY HAVE CHANGED FROM THE LAST TIME YOU VISITED THIS PAGE.

These Terms of Service (the "TOS") set out the terms and conditions under which the Services are provided. Any order form, service order, statement of work, insertion order or any other document that incorporates this TOS shall be referenced herein as"Order Form". For clarity, the Order Form may be in the form of a digital document presented to you on the Platform (as defined below). The Order Form, together with this TOS, shall be referred collectively as "Agreement". The party listed on the Order Form shall be referred herein as "Seller" and upon acceptance of an Order Form by 1000822913 Ontario Inc. dba Maxsold ("Maxsold") (whether such acceptance is in the form of a physical signature, digital/electronic signature, acceptance by clicking "Accept" or other similar expressed intent of accepting the Order Form by the Seller or the Seller Partner, if applicable), this TOS shall attach to such Order Form and govern the Services provided thereunder. Each Order Form shall be treated as an independent and separate agreement, and the Services provided under each Order Form shall not be construed collectively. This TOS shall apply to each Order Form severally and independently, without aggregation or cross-application to other Order Forms. For users on the Platform who are not yet sellers, the "Terms of Service - General and Buyers" found at https://maxsold.com/terms-and-conditions shall apply (the "Buyers Terms").

Article 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions.

(a) "Aggregated Data" has the meaning set out in Section 6.3.

(b) "Alternate Pickup Location" has the meaning set out in Section 2.1(d).

(c) "Alternate Pickup Window" has the meaning set out in Section 2.1(d).

(d) "Auction" has the meaning set out in Section 2.1(a).

(e) "Auction Rules" has the meaning set out in Section 2.3.

(f) "Breaching Party" has the meaning set out in Section 4.5.

(g) "Business Day" means every day except Saturday, Sunday and any statutory holidays in the province of Ontario.

(h) "Buyer" has the meaning set out in Section 2.1(c).

(i) "Buyer Surcharge" has the meaning set out in Section 3.2.

(j) "Buyers Terms" has the meaning set out in the preamble.

(k) "Catalogue" has the meaning set out in Section 2.1(a).

(l) "Claim" means any civil, criminal, administrative, regulatory, arbitral or investigative demand, action, suit or proceeding or any other claim or demand.

(m) "Community Standards" refers to the principles and standards of behaviours, conducts, actions, and/or manners set out in the Buyers Terms or as otherwise provided and/or updated by Maxsold from time to time.

(n) "Confidential Information" has the meaning set out in Section 5.1.

(o) "Confidentiality Provisions" has the meaning set out in Section 5.1.

(p) "Deposit" has the meaning set out in Section 3.4(a).

(q) "Disclosing Party" has the meaning set out in Section 5.1.

(r) "Dispute" has the meaning set out in Section 9.4(a).

(s) "Excluded Items List" refers to items that appear on the list of excluded goods found at https://support.maxsold.com/hc/en-us/articles/27247005888795-Item-Policies or as otherwise updated by Maxsold from time to time.

(t) "Feedback" has the meaning set out in Section 6.4.

(u) "Force Majeure" means any failure or delay in the performance by a Party of its obligations under this Agreement, if any, to the extent such failure or delay: (a) is caused, directly or indirectly, without fault by the non-performing Party, by fire, flood, hurricane, earthquake, acts of God, pandemic, epidemic, war, terrorism, explosion, riots, civil disorders, rebellions or revolutions, lawful acts of Governmental Authorities or any other cause beyond the reasonable control of the non-performing Party; and (b) could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, work-around plans or other means.

(v) "Goods" has the meaning set out in Section 2.1(a).

(w) "Governmental Authority" means (a) any government, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, or court or other law, rule or regulation-making entity; and (b) any regulatory authority, self-regulatory organization or other entity having jurisdiction over either Party or the matters contained in this Agreement.

(x) "Gross Proceeds" has the meaning set out in Section 3.1.

(y) "Hold Period" has the meaning set out in Section 3.4(b).

(z) "Indemnified Claim" has the meaning set out in Section 7.4.

(aa) "Indemnified Party" and "Indemnified Parties" have the meaning set out in Section 7.3.

(bb) "Indemnifying Party" has the meaning set out in Section 7.3.

(cc) "Indemnity Obligations" has the meaning set out in Section 7.3.

(dd) "Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets and know how, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

(ee) "Losses" has the meaning set out in Section 7.3.

(ff) "Managed Services" has the meaning set out in Section 2.1(g).

(gg) "Maxsold Fees" has the meaning set out in Section 3.3.

(hh) "Maxsold Marks" means any names, logos, marks, designs, and other trademarks or domain names/URLs owned by or licensed to Maxsold.

(ii) "Net Proceeds" has the meaning set out in Section 3.4(c).

(jj) "Non-Arbitrable Dispute" has the meaning set out in Section 9.4(b).

(kk) "Non-Breaching Party" has the meaning set out in Section 4.5.

(ll) "Party" refers to (i) Seller, or (ii) Maxsold, and "Parties"refer to both (i) and (ii). If Section 2.1(f) applies, reference to Party shall include Seller Partner where appropriate.

(mm) "Payment Period" has the meaning set out in Section 3.4(d).

(nn) "Personnel" refers to a Party's employee(s) or contractor(s).

(oo) "Pickup Location" has the meaning set out in Section 2.1(d).

(pp) "Pickup Window" has the meaning set out in Section 2.1(d).

(qq) "Platform" has the meaning set out in Section 2.1(a). The Platform shall include all front-end, back-end and other related technologies, and all updates, modifications and enhancements thereto, and methods, processes, data, information, models, wrappers and other business property related to and generated from the auction platform.

(rr) "Processing Costs" has the meaning set out in Section 3.4(d).

(ss) "Purpose" has the meaning set out in Section 5.1.

(tt) "Receiving Party" has the meaning set out in Section 5.1.

(uu) "Refunds" means any refunds issued to Buyers in accordance with the Buyers Terms.

(vv) "Restricted Data" has the meaning set out in Section 2.5(b).

(ww) "Seller Content" has the meaning set out in Section 2.5(a).

(xx) "Seller Insurance" has the meaning set out in Section 2.6(a).

(yy) "Seller Liabilities" has the meaning set out in Section 2.2(b).

(zz) "Seller Partner" has the meaning set out in Section 2.1(f).

(aaa) "Services" has the meaning set out in Section 2.1(h).

(bbb) "Sold Goods" has the meaning set out in Section 2.1(c).

(ccc) "Term" has the meaning set out in Section 4.1.

1.2 Interpretation.

(a) Currency. Unless stated otherwise in this Agreement, all references to currency shall be in Canadian Dollars for Auctions conducted in Canada and United States Dollars for Auctions conducted in the United States of America.

(b) Headings. Headings of sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.

(c) "Includes" or "Including". Where the word "including" or "includes" is used in the Agreement, it means "including (or includes) without limitation".

(d) No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(e) Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(f) Time Periods. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

(g) "Written" or "in writing". Unless expressly stated otherwise, where any notice, demand, consent or communication is required "in writing" or in written form, either Party may provide such notice, demand, consent or communication in written form and delivered by courier, registered mail or e-mail.

(h) Interpretation. In the event of any conflict between an Order Form and this TOS, the conflict shall be resolved in favour of this TOS, subject to Section 9.11, unless specifically overridden by an Order Form.

Article 2

AUCTION PLATFORM

2.1 Platform and Auction.

(a) Upon acceptance of an Order Form by Maxsold, Seller shall use Maxsold's online auction platform to offer to sell personal properties to users on the platform (such online auction platform, the"Platform"). Such personal properties must be entered into a catalogue and offered for sale through an auction administered by Seller using the Platform (the auction administered on the Platform, the "Auction"; the catalogue, including draft, final and updated versions of such catalogue, the"Catalogue"; the personal properties entered into the Catalogue as part of an Auction, the "Goods").

(b) Seller must conduct each Auction in accordance with the Auction Rules. The Order Form may specify additional details, rules, limitations, and additional services, which shall govern the Auction.

(c) Any Good that receives a bid shall be sold to the highest bidder regardless of the price (all such sold Goods shall be referred to as"Sold Goods" and those users who accept to buy such Sold Goods shall be referred to as "Buyers").

(d) The Platform will require Seller to set a period during which Sold Goods must be picked up by the Buyers (the "Pickup Window") and the location at which the Sold Goods must be picked up (the "Pickup Location"). If a Buyer is unable to or fails to pickup the Sold Goods during the Pickup Window, Seller, in its sole discretion but subject to Section 2.3(i), may (or must in the case of Section 2.3(i)) agree to an alternate pickup time (the "Alternate Pickup Window") and if applicable, an alternate pickup location (the "Alternate Pickup Location"), and such Buyer will be charged a fee as set out in Section 3.2. If an Alternate Pickup Window and/or Alternate Pickup Location are not agreed, Buyer will be refunded for the applicable Sold Goods and charged a fee as set out in Section 3.2.

(e) Seller may permit its Personnel to access and use the Platform as necessary to conduct the Auction and by doing so, any reference to "Seller" shall include reference to such Personnel. Seller shall ensure that its Personnel comply with the terms and conditions of this Agreement and if Seller's Personnel is no longer authorized to access or conduct the Auction, it is the responsibility of Seller to promptly remove such Personnel's access to the Auction. Any actions and omissions of Seller's Personnel, including those activities that occur in their accounts, shall be the responsibility of Seller.

(f) If Seller has contracted a service provider to run the Auction on behalf of the Seller (such service provider, the "Seller Partner"), Seller Partner may accept the Order Form on behalf of the Seller; provided that, Seller Partner represents and warrants that it has the authority to accept the Order Form on behalf of the Seller and to bind the Seller to this Agreement.

(i) If Seller Partner accepts the Order Form on behalf of the Seller, any reference to "Seller" shall include Seller Partner where appropriate (including, for clarity, Article 5, Article 7, Article 8 and Sections 2.3, 2.4) and, unless expressly agreed to otherwise by Maxsold in writing, Seller and Seller Partner shall be jointly and severally responsible and liable for ensuring that the Auction and the use of the Platform are in accordance with the terms and conditions set out in this Agreement.

(ii) If Seller accepts the Order Form but delegates all or part of its obligations and responsibilities under this Agreement to its Seller Partner, Seller shall ensure that its Seller Partner complies with all of the terms and conditions of this Agreement and any violation thereof shall be the responsibility of Seller.

(g) If Seller has contracted Maxsold as its agent for the limited purpose of running the Auction as specified in the Order Form (such services, the "Managed Services"), Maxsold shall provide the Managed Services as described in Order Form and shall conduct the Auction in accordance with the Auction Rules. However, for Managed Services where Maxsold is providing pickup services, Section 2.3(i) shall not apply.

(h) Except for enabling Seller's access to and use of the Platform in connection with the Auction, and Managed Services or other services set out in an Order Form, if any, Maxsold does not provide Seller with any other services (such services provided by Maxsold, the"Services"). No right to reproduce, modify, distribute or any other right to the Platform is hereby provided and except as specifically provided herein, Maxsold retains all right, title and interest in the Platform.

2.2 Payment Processing Services

As part of providing the Services, Maxsold is acting as an agent of Seller to receive payments from Buyers and the following provisions shall apply to the Services:

(a) Seller hereby appoints Maxsold as its agent for the purposes of: (i) presenting invoices for Sold Goods to Buyers; (ii) receiving Buyer payments; and (iii) issuing receipts of Seller to Buyers. Seller shall honor the terms of each invoice and receipt issued by Maxsold on their behalf as if they were issued by the Seller themselves.

(b) Maxsold shall settle to Seller funds received from Buyers for the Sold Goods, less any applicable Maxsold Fees, Processing Costs and other liabilities of Seller to Maxsold under this Agreement (collectively, the "Seller Liabilities"). Maxsold will not settle the funds of Sold Goods to any recipient other than Seller or Seller Partner, as applicable.

(c) Seller shall give the Buyer full credit and a release for every payment as of when Maxsold has received the funds of Sold Goods and Buyer shall not have reduced credit with Seller on account of Seller Liabilities that Maxsold may deduct from settlements to Seller. Buyer is a third party beneficiary under this Agreement with respect to the release.

(d) Maxsold is not a bank, money transmitter or other money services business. Maxsold performs as a payment processor for bills of the Seller and acts as agent of Seller in the receipt of payments by Buyers for Sold Goods pursuant to the terms of this Agreement.

2.3 Auction Rules and Policies.

(a) During the Term, all Goods sold in the Auction must be sold exclusively on the Platform and not available for sale anywhere else, including other auction platforms or marketplaces (such as Facebook Marketplace, eBay, Kijiji or the like). If any Goods that are part of the Auction are sold outside of the Platform during the Term, the sold price for such Goods shall be promptly communicated to Maxsold (which, Maxsold reserves the right to request proof of the sold price) and such sold price shall be added to the Gross Proceeds.

(b) All such Goods must be sold to the highest bidder regardless of the price of the winning bid. Seller must not bid, directly or indirectly, for the Goods, nor encourage or assist any third party to do so.

(c) Unless expressly agreed to otherwise by Maxsold, no items on the Excluded Items List may be included as Goods for sale in the Auction.

(d) Description of the Goods, including any pictures, documents, links or other content associated with the Goods, must be true and accurate and cannot be misleading, deceptive, defamatory, libelous, illegal, harmful or offensive. The Platform may provide features that help with the creation of descriptions and other content (e.g. AI-generated descriptions) and if such features are used by Seller, it is the responsibility of Seller to ensure that the description and other content generated with the help of such features comply with the foregoing sentence.

(e) Seller must adhere to the Community Standards at all times when conducting the Auction and when interacting with Buyers and Maxsold.

(f) Once the Auction is live, Seller must not make material changes to the description of the Goods. If an honest mistake was made by the Seller that requires material changes to be made (determination of materiality shall be determined by Maxsold in its sole discretion), any bids placed on the affected Goods may be removed.

(g) Subject to any Refunds, once the Auction is concluded, Goods sold via the Auction (i.e. the Sold Goods) are final. Seller is obligated to sell the Sold Goods to the relevant Buyer and must not manipulate or interfere with such sale.

(h) The Pickup Location and Alternate Pickup Location, if any, must be safe and accessible. If restrictions (such as by-laws, regulations, or other rules) exist to prevent, frustrate or endanger the Buyers in picking up the Sold Goods, Seller must obtain an alternate location or the necessary consent/authorization, as applicable, to ensure that the Buyers can safely and easily pickup the Sold Goods.

(i) If the total value of the Sold Goods to a Buyer is $750 or more, and the Buyer requests for an alternative pickup time, the Seller must offer at least two (2) alternative pickup times that must be at least thirty (30) minutes in duration and within seven (7) days from the Pickup Window. The agreed alternative pickup time shall be thereafter referred to as the Alternate Pickup Window and shall be subject to Section 2.1(d).

(j) Any Buyer information made available to Seller must only be used for the purpose of facilitating the Auction. Seller must delete all Buyers' information once the applicable Sold Goods have been received by the Buyers.

(k) Any additional rules specified in an Order Form.

The rules and policies set out and/or referenced herein shall be referred collectively as "Auction Rules". Whether or not Seller has adhered to the Auction Rules shall be determined solely by Maxsold. If Maxsold has determined or has reasons to believe, in its sole discretion, that any of the Auction Rules have been or may have been violated, Maxsold may take appropriate measures, including, (A) suspending and/or terminating the Auction (and the applicable Order Form) immediately, (B) suspending and/or terminating Seller's access to the Platform temporarily or permanently, and (C) holding any payment due under this Agreement to Seller, until such violation, or suspected violation, is resolved to Maxsold's satisfaction.

2.4 Platform Restrictions. In accessing and using the Platform, Seller must not:

(a) remove, obscure or alter any trademarks (including Maxsold Marks), patent notices, or other proprietary notices, labels or marks that appear on the Platform;

(b) use the Platform for the purpose of creating a service that performs substantially the same functionality as the Platform;

(c) reverse-engineer, decompile, disassemble or otherwise attempt to discover the source code or other trade secrets of the Platform;

(d) violate, circumvent, and otherwise tamper with the security of the Platform;

(e) download, republish, post, transmit, or distribute any portion of the Platform except as permitted by a functionality enabled on the Platform;

(f) link to, mirror, or frame any portion of the Platform without the express written permission of Maxsold;

(g) distribute viruses, worms, malicious code, or software intended to damage, overly burden, interfere with or alter the operations of the Platform or affect the devices of other users of the Platform;

(h) use any program or script to download, copy, capture, scrape, index or otherwise obtain any portion of the Platform without the express written permission of Maxsold; or

(i) perform any actions that would unduly burden or hinder the operations of the Platform.

2.5 Seller Information.

(a) The Platform may permit the ability for Seller to upload, link, submit or otherwise reference content, images, data and other information for the purpose of conducting the Auction (the "Seller Content"). By importing the Seller Content into the Platform, Seller (i) represents that it has the necessary rights to import the Seller Content into the Platform and to be used therewith, and (ii) hereby grants to Maxsold a royalty-free, perpetual, non-exclusive, non-transferable, non-assignable license to reproduce, modify, create derivative works, publicly perform, publicly display and use the Seller Content in connection with the Platform.

(b) Except as specifically required by the Platform, Seller is prohibited from submitting, as Seller Content, any sensitive personal information such as government issued personal identification numbers, consumer financial account information, credit card information, personal health information, or information deemed "sensitive" under applicable data protection laws (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs) (such sensitive data, the "Restricted Data"). For the purpose of clarity, examples of government issued personal identification numbers include drivers' license numbers, Social Insurance Number (Canada), and passport information.

(c) Seller hereby grants Maxsold consent to collect, store, process and disclose Seller information including but not limited to location information, information concerning Goods and their images and condition, pricing of Goods, contact information for Seller including phone number, email and address in order to perform the Services. Seller data collected and used by Maxsold hereunder shall be administered in accordance with Maxsold's privacy policy that is posted at https://www.maxsold.com/privacy and incorporated into this Agreement by reference.

2.6 Seller Insurance.

(a) Seller agrees to carry, at its own expense, during the duration of the Auction and for a period thereafter covering the Hold Period, an insurance policy sufficient to cover, at minimum: (i) the value of the Goods, (ii) damages to any property at the Pickup Location and/or Alternate Pickup Location, and (iii) the Losses arising from injury or death of any Buyer, Buyer's Personnel, Maxsold's Personnel, and any other visitor, volunteers or staff at the Pickup Location and/or Alternate Pickup Location (such insurance, the "Seller Insurance"). Seller Insurance shall be primary with respect to the Goods, Auction, use of the Platform in connection with the Auction, and any other activities in connection with the Auction, and the Seller Insurance shall include a waiver of subrogation in favour of Maxsold. Where appropriate to give full effect to the requirements set out herein, Maxsold shall be added as an additional insured. If requested by Maxsold, Seller shall promptly provide evidence of the Seller Insurance to Maxsold.

(b) If Seller Partner is running the Auction on behalf of the Seller, Seller Partner shall ensure that the services provided by Seller Partner to Seller is covered by the Seller Insurance and shall ensure that such insurance complies with subparagraph (a). To the extent that the Seller Insurance is insufficient to cover or does not cover all of the Seller Partner's activities related to the Auction, including pickup and other activities relating to the Auction, Seller Partner shall procure the necessary insurance sufficient to cover all of the services provided to Seller.

Article 3

AUCTION PROCEEDS, FEES AND PAYMENT

3.1 Auction Proceeds. Following the conclusion of the Auction, the Gross Proceeds shall be determined by Maxsold. "Gross Proceeds"shall be the aggregate of all highest bids for the Sold Goods paid by and collected from the Buyers, net of any Refunds, plus any Buyer Surcharges collected from the Buyers. For clarity, Gross Proceeds shall not include any other fees earned by Maxsold in conducting or facilitating the Auction (e.g. any premiums charged to the Buyers) and any taxes collected for the purposes of remitting to the relevant Government Authority.

3.2 Buyer Surcharge Fees. The following fees shall be referred to as"Buyer Surcharge":

(a) If Seller agreed to an Alternate Pickup Window and/or Alternate Pickup Location, a change fee as outlined in the Buyers Terms may be charged to the Buyer.

(b) If an Alternate Pickup Window and/or Alternate Pickup Location is not agreed by Seller, a processing fee as outlined in the Buyers Terms may be charged to the Buyer.

3.3 Maxsold Fees. Unless expressly stated otherwise in an Order Form or as otherwise agreed by Maxsold in writing, Maxsold shall charge the fees outlined in Schedule A, attached hereto (the "Maxsold Fees"). Please review the descriptions of each fee type carefully.

3.4 Payment.

(a) If any Maxsold Fees are required prior to the commencement of the Auction, such Maxsold Fees shall be paid by Seller in accordance with the applicable Order Form. If a deposit was required (the "Deposit"), such Deposit will be applied to the payment of the final Maxsold Fees.

(b) Following the conclusion of the Auction, Maxsold will determine the Gross Proceeds and will hold the Gross Proceeds for a period of up to ten (10) Business Days (such period the "Hold Period") to account for any Refunds, Alternate Pickup Window, Alternate Pickup Location and any other changes as agreed between the Buyer, Seller, and if applicable, Maxsold. The Hold Period may be further extended by Maxsold where Maxsold has reasonably determined that Seller has, or may have, violated this Agreement, or additional services are provided by either Maxsold or Seller that requires the Hold Period to be further extended (e.g. shipping services offered by Seller). If the Hold Period is extended pursuant to this Section 3.4(b), reference to "Hold Period" shall include all such extensions.

(c) At the end of the Hold Period, Maxsold will calculate the Net Proceeds. "Net Proceeds" means the Gross Proceeds net of Maxsold Fees and Processing Costs.

(d) If the Net Proceeds result in an amount owing to Seller, the Net Proceeds will be paid out to Seller or Seller Partner, as specified in the Platform, within five (5) Business Days of the end of the Hold Period (the "Payment Period"). If the Net Proceeds result in an amount owing to Maxsold, such amount will be due at the end of the Hold Period. To the maximum amount permitted by law, any third-party costs incurred by Maxsold in sending amount due to Seller or collecting amount due from Seller may be passed onto Seller (the "Processing Costs"). For clarity, the Processing Costs shall include third party payment processing fees, credit card fees, wire fees, electronic transfer fees, courier or mailing costs, and bank fees, as applicable.

(e) A late charge of 12% per annum, or the maximum amount permitted by law, whichever is less, may be applied to all overdue amounts due to Maxsold under this Agreement.

Article 4

TERM AND TERMINATION.

4.1 Order Form. The term of the Order Form shall be stated in the Order Form. If the term is not stated in the Order Form, such Order Form shall commence on the date that the Order Form is accepted by Maxsold and end at the end of the Hold Period (such term of the Order Form, the "Term").

4.2 Terms of TOS. The term of this TOS shall be coterminous with the Order Form.

4.3 Termination by Seller. Except as specified to the contrary in the Order Form, Seller may terminate the Order Form prior to the commencement of the Auction without incurring any Maxsold Fees. Once the Auction commences, the Order Form may not be terminated.

4.4 Termination by Maxsold. Maxsold shall have the right to terminate the Order Form at any time for any reason.

4.5 Termination for Breach. A Party (the "Non-Breaching Party") may terminate the Order Form if the other Party (the "Breaching Party") materially breaches this Agreement. The Breaching Party shall be considered to be in material breach if any of the following events occur: (i) if the Breaching Party is Seller, where Seller fails to pay any overdue amounts fifteen (15) days after Seller receives written notice of non-payment; (ii) if the Breaching Party is Maxsold, where Maxsold has failed to pay the Net Proceeds to Seller by the end of the Payment Period; (iii) subject to Section 2.3, the Breaching Party is in breach of any other material, non-monetary term, condition, or provision of this Agreement and such breach is not cured within thirty (30) days of the written notice; provided that, if Breaching Party is Seller and Maxsold determines in its sole discretion that the applicable Auction must be suspended during the cure period, Maxsold shall have the right to suspend such affected Auction until the breach is cured; or (iv) the Breaching Party undertakes liquidation, dissolution or winding-up, is unable to pay its debts or obligations as they become due, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under federal, provincial or state law. The written notice for termination shall include a detailed explanation of the material breach justifying the termination in accordance with this Section 4.5.

4.6 Effect of Termination.

(a) The Auction shall come to an end immediately and all amounts due to Maxsold hereunder, including any interest accrued thereon, shall become due immediately;

(b) All rights granted under this Agreement shall cease immediately.

(c) All Confidential Information in the possession of the Receiving Party shall be returned or deleted.

(d) The Parties intend that the termination rights set out in this Article 4, and termination rights provided in any Order Form, if any, are the exclusive rights and remedies for termination of each Party. (e) Article 1, Article 5, Article 7, Article 8, Article 9 and Sections 2.1(e), 2.1(f), 2.1(h), 2.5(a), 6.3 and 6.4 shall survive termination or expiration of this Agreement. Additionally, any terms and conditions that are indicated in the Order Form as surviving termination shall survive termination or expiration of this Agreement.

Article 5

CONFIDENTIALITY

5.1 Each Party may use Confidential Information only for the purposes of this Agreement and, except as specifically provided for in this Article 5, will not disclose to any third party any Confidential Information without the prior written consent of the other Party."Confidential Information" means any non-public information disclosed to one Party ("Receiving Party") by the other Party ("Disclosing Party") during the Term that is either furnished or made available, and that is marked or otherwise designated as confidential, proprietary or other similar designation, or that would be reasonably considered confidential or proprietary. Receiving Party may disclose the Confidential Information to its Personnel solely in connection with this Agreement ("Purpose"). Receiving Party shall cause its Personnel that have been disclosed the Confidential Information to observe the terms set out in this Article 5 ("Confidentiality Provisions") and shall be responsible for any breach of these Confidentiality Provisions by its Personnel. Confidential Information shall not include information that: (i) is or subsequently becomes publicly available without breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party without confidentiality restrictions, prior to Disclosing Party's disclosure of such information to Receiving Party pursuant to this Agreement, as shown by Receiving Party's records; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of a confidentiality agreement or a contractual, legal or fiduciary obligation; or (iv) is independently developed by Receiving Party without any use of or reference to the Confidential Information. Burden of proving that information is not Confidential Information rests with Receiving Party.

5.2 The foregoing obligations of non-disclosure and restricted use will not apply to the extent that any Confidential Information is required to be disclosed by law or court order, provided that notice is promptly delivered to the Disclosing Party in order to provide an opportunity to seek a protective order or other similar order with respect to the Confidential Information and thereafter the Receiving Party discloses only the minimum information required to be disclosed in order to comply with such law or court order, whether or not a protective order or other similar order is obtained by the Disclosing Party.

5.3 Receiving Party acknowledges that the disclosure of any aspect of the Confidential Information contrary to these Confidentiality Provisions will give rise to irreparable injury to Disclosing Party inadequately compensable in damages. Disclosing Party may, in addition to any other remedy, enforce the performance of these Confidentiality Provisions by way of injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damages (and without the requirement of posting a bond or other security) and, notwithstanding that damages may be readily quantifiable, Receiving Party agrees not to plead sufficiency of damages as a defence in any such proceeding. The rights and remedies provided herein are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or equity. All such rights and remedies may be exercised from time to time, and as often and in such order as Disclosing Party deems expedient. Receiving Party shall immediately notify Disclosing Party of any breach of these Confidentiality Provisions.

Article 6

PROPRIETARY RIGHTS

6.1 Proprietary Rights of Maxsold. Maxsold retains all right, title and interest (including any Intellectual Property Rights) in the Platform. Except for any rights granted in this Agreement, Seller does not acquire any right, title and interest (including any Intellectual Property Rights) to the Platform.

6.2 Proprietary Rights of Seller. Except for rights granted under this Agreement, Seller retains all right, title and interest (including any Intellectual Property Rights) in the Seller Content.

6.3 Aggregated Data. Maxsold may collect and aggregate data derived from the operation of the Platform, including Seller's or its Personnel's use of the Platform (the "Aggregated Data") and may use the Aggregated Data for purposes such as operating, developing, monitoring and improving the Platform and any related Maxsold business. Such Aggregated Data will be de-identified to exclude any information that identifies Seller or its Personnel. Maxsold shall own all right, title and interest (including any Intellectual Property Rights) in the Aggregated Data.

6.4 Feedback. During the Term, if Seller or its Personnel make any suggestions for changes, modifications or improvements to the Platform or the Services (those suggestions, the "Feedback"), all such Feedback shall be solely owned by Maxsold. Seller shall do (and shall cause its Personnel to do) all that is necessary to assign the ownership of such Feedback to Maxsold.

Article 7

REPRESENTATIONS AND INDEMNITIES

7.1 Capacity. Each Party represents that:

(a) it has at the present time and will at all times during the Term have good and sufficient power, authority and right to enter into this Agreement;

(b) by entering into this Agreement, it does not violate any agreement, license or other instrument or duty to which it is a party or is bound; and

(c) this Agreement constitutes a valid, binding and legally enforceable obligation of the Party in accordance with its terms.

7.2 Seller Representations. Seller represents that all Goods made available for sale on the Platform:

(a) are owned by Seller or to which Seller has the rights, or such ownership or rights are not disputed by a third party;

(b) are not illegal in the jurisdiction in which it is for sale;

(c) will not infringe any rights (including, for clarity, Intellectual Property Rights) of a third party;

(d) are free and clear of any mortgage, pledge, liens, charges, security interests, Claims, encumbrances or other interests that may affect the full rights and enjoyment of ownership in the Goods by the Buyer.

Maxsold reserves the right to request any proof of Seller's compliance with the representations in this Section 7.2.

7.3 Indemnification. Seller (the "Indemnifying Party") will defend Maxsold (the "Indemnified Party"), and its successors, assigns, shareholders, partners, directors, officers, agents, affiliates, subsidiaries, employees and contractors (such parties together with the Indemnified Party, the "Indemnified Parties") from and against any and all Third Party Claims and indemnify and hold harmless Indemnified Parties for any and all damages, fines, penalties, losses, liabilities (including settlements and judgments), costs and expenses (including interest, court costs, reasonable fees and disbursements of lawyers, accountants and other experts and professionals or other reasonable fees and expenses of investigation, litigation, settlement or other proceedings or of any claim, default or assessment)(collectively, the "Losses") arising from, in connection with, or related to (a) a breach of Sections 2.3, 2.4, 2.5 or 7.2; or (b) Seller Content. The Indemnifying Party shall not settle any Claim without the written consent of Maxsold, which shall not be withheld unreasonably. The obligation to defend and indemnify set out in this Agreement shall be referred to as "Indemnity Obligations".

7.4 Indemnification Procedures. The Indemnity Obligations set out in this Article 7 are contingent upon: (i) the Indemnified Party promptly notifying the Indemnifying Party in writing of any Claim for which the Indemnified Parties have a right under Section 7.3 (each an"Indemnified Claim"), provided that, the Indemnifying Party shall not be excused from its Indemnity Obligations unless the Indemnifying Party is materially prejudiced from such delay, in which case, the Indemnifying Party shall be excused from its Indemnity Obligations only to the extent prejudiced; (ii) the Indemnified Party reasonably cooperating during defense and settlement efforts at no charge to the Indemnifying Party; and (iii) the Indemnifying Party not making any admission, concession, consent judgment, default judgment or settlement of the Indemnified Claim or any part thereof without the written consent of Indemnified Party.

Article 8

DISCLAIMERS AND LIMITATION OF LIABILITIES

8.1 Disclaimer.

(a) EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND THE PLATFORM ARE PROVIDED ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY OF MEASUREMENTS OR OTHER OUTPUTS, THAT THE PLATFORM WILL BE FREE OF FAULT OR INTERRUPTIONS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. MAXSOLD DOES NOT WARRANT THE PERFORMANCE OF THE AUCTION AND SELLER UNDERSTANDS THAT THE AUCTION MAY NOT RECEIVE ANY BIDS OR THAT THE BIDS RECEIVED WILL NOT MEET THE EXPECTATIONS OF SELLER.

(b) EXCEPT TO THE EXTENT THAT AN EXPRESS INDEMNITY IS PROVIDED IN THIS AGREEMENT, MAXSOLD HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD HARMLESS SELLER OR ANY OF ITS SUCCESSORS, ASSIGNS, SHAREHOLDERS, PARTNERS, DIRECTORS, OFFICERS, AGENTS, AFFILIATES, SUBSIDIARIES, EMPLOYEES OR CONTRACTORS, INCLUDING AGAINST CLAIMS RELATED TO PRODUCT LIABILITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, NO REPRESENTATIONS, WARRANTIES, COVENANTS, INDEMNITY ARE PROVIDED RELATING TO RESTRICTED DATA AND REQUIREMENTS TO COMPLY WITH LAWS AND REGULATIONS WITH RESPECT TO RESTRICTED DATA SHALL NOT APPLY. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND MAXSOLD IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES.

8.2 Limitation of Liabilities.

(a) IN NO EVENT WILL MAXSOLD BE LIABLE TO SELLER, SELLER PARTNER OR ANY OF THE RESPECTIVE PERSONNEL FOR ANY DAMAGES, INJURY OR DEATH RELATING TO, ARISING FROM OR OCCURING IN CONNECTION WITH THE AUCTION, INCLUDING THE GOODS AND ANY PROPERTY AT THE PICKUP LOCATION AND/OR ALTERNATE PICKUP LOCATION.

(b) THE TOTAL LIABILITY AND OBLIGATIONS OF MAXSOLD SHALL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT, THE MAXSOLD FEES PAID PURSUANT TO THIS AGREEMENT. THE LIMITS OF LIABILITY IN THIS SECTION ARE CUMULATIVE AND NOT PER-INCIDENT.

(c) THE PARTIES SHALL BE LIABLE ONLY FOR DIRECT DAMAGES, AND SHALL NOT BE LIABLE FOR LOSS OF PROFITS, DAMAGE TO REPUTATION, LOSS OF GOODWILL, LOSS OF REVENUES, OR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(d) THE LIMITATIONS SET OUT IN THIS SECTION 8.2 SHALL NOT APPLY TO: (I) SELLER'S BREACH OF SECTION 2.3, 2.4, 2.5 OR 7.2, (II) SELLER'S MISUSE OR MISAPPROPRIATION OF MAXSOLD'S INTELLECTUAL PROPERTY RIGHTS, OR (III) SELLER'S INDEMNITY OBLIGATIONS.

(e) TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS OF LIABILITY IN THIS SECTION 8.2 SHALL APPLY (i) REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE; (ii) EVEN IF MAXSOLD IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iii) EVEN IF SELLER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF LIABILITY, THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Article 9

GENERAL

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between the Parties. The Parties expressly disclaim any reliance on any and all communications, discussions, proposals and/or agreements (verbal or written) between the Parties.

9.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. This Agreement will be deemed to be made in the Province of Ontario and, subject to Section 9.4, the Parties hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario for any legal action arising out of or related to this Agreement and agree not to commence any action, suit or proceeding in any jurisdiction other than the Province of Ontario. A Party may bring suit against the other Party in a forum other than Ontario, Canada, provided that (A) such suit is solely for an injunction to enforce this Agreement and is not for damages; (B) such suit is brought against the other Party in a jurisdiction or forum in which the other Party is doing business; and (C) the other Party is not a resident of Ontario, Canada and would not otherwise be directly subject to an injunction issued by an Ontario, Canada court.

9.3 Force Majeure. Notwithstanding anything to the contrary contained herein, a failure or delay in performance by a Party, other than a payment obligation, shall be excused to the extent caused by a Force Majeure Event provided that, the affected Party notifies the other Party promptly and in detail of the commencement and nature of such Force Majeure Event, and provided further that the affected Party uses its commercially reasonable efforts to render performance in a timely manner utilizing to such end all resources reasonably required in the circumstances.

9.4 Dispute Resolution Procedure.

(a) In the event of any dispute or disagreement between the Parties with respect to the interpretation of any provision hereof, the performance of either Party hereunder, or any other matter that is in dispute between the Parties arising from or in connection with or related to this Agreement ("Dispute"), upon the written request of either Party, the Parties will meet for the purpose of resolving such Dispute. The Parties agree to discuss the Dispute and negotiate in good faith without the necessity of any formal proceedings. If the Parties are unable to resolve the Dispute within thirty (30) Business Days, either Party may submit the matter to final and binding arbitration.

(b) Unless otherwise agreed in writing by the Parties, Disputes relating to the following matters or requesting the following types of relief will not be resolved by final and binding arbitration: (i) ownership or infringement of Intellectual Property Rights; (ii) Claims related to Confidential Information; (iii) Claims in respect of death or bodily injury; (iv) Claims for contribution or indemnity; or (v) interim or interlocutory Claims for injunctive relief ("Non-Arbitrable Dispute").

(c) All other Disputes hereunder that cannot be settled in the manner hereinbefore described will be settled by final and binding arbitration pursuant to the provisions of the International Commercial Arbitration Act (Ontario). The arbitrator will decide any issues submitted in accordance with the provisions and commercial purposes of the Agreement, and will not have the power to award damages in excess of the limitations set forth in, or excluded by, the Agreement. Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow.

(d) Except as specified otherwise in this TOS, each Party shall continue performing its obligations under this Agreement while any Dispute is being resolved in accordance with this Section 9.4, unless and until such obligations are terminated or expire in accordance with the provisions of this Agreement.

9.5 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement will be deemed to create a partnership or joint venture or a relationship of principal and agent, employer-employee, master-servant, or franchisor-franchisee among or between the Parties. The relationship between the Parties is non-exclusive.

9.6 No Assignment. Except as expressly permitted in this Agreement, Seller may not assign, transfer or sub-license any of its rights or delegate any of its responsibilities without the written consent of Maxsold.

9.7 Severability. The Parties agree that it is the intention of each Party not to violate any public policy or law. To the extent that any provision of this Agreement is deemed to be invalid, illegal or unenforceable, such provision will be severed and deleted or limited so as to give effect to the intent of the Parties insofar as possible and the Parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provisions and the remainder of this Agreement will remain binding upon the Parties.

9.8 No Waiver. Either Party's failure to enforce any provision or right in this Agreement will not be construed as a waiver of any such provision or right. Waiver of any provision or right must be specifically in writing by the waiving Party. Except as expressly stated in the written waiver, a Party's waiver shall not operate or be construed as a continuous waiver to such provision or right.

9.9 Notices. Any demand, notice, consent, authorization or other communication required or permitted to be given in connection with this Agreement must be given in writing and will be given by personal delivery or sent by, courier, prepaid registered mail or electronically receipted e-mail, in each case addressed to the recipient as follows: (1) in the case of Maxsold, 290 King Street E, Kitchener, ON N2G 2L3, with a copy to [email protected]; and (2) in the case of Seller, to the address stated in the applicable Order Form, Attn: legal, or to such other address, individual, or email address as may be designated by notice given by either Party to the other Party in the same manner. Any demand, notice, consent, authorization or other communication if given by personal delivery (including courier) will be deemed to have been given on the day of actual delivery thereof, if given by registered mail will be deemed to have been given on the fifth (5th) Business Day following the deposit thereof in the mail, if given by electronically receipted e-mail will be deemed to have been given upon receipt thereof.

9.10 Counterparts and Electronic Execution. The execution of the Order Form, which incorporates this TOS by reference, whether executed electronically or physically, and delivered by electronic means or sent to the addresses set forth in Section 9.9, shall constitute effective delivery by that Party of an original executed copy of this Agreement to the Party receiving the transmission. Also, the Order Form may be executed by the Parties in several counterparts, each of which will be deemed to be an original, but all of which taken together will constitute one and the same instrument.

9.11 Sellers Terms. No terms in any purchase order, invoice or other document of the Seller, other than the identification of the Services being purchased, the term of the Order Form, the applicable pricing and the address for invoicing shall be binding on Maxsold, and all such terms are hereby expressly rejected.

Schedule A

SCHEDULE OF FEES