THIS IS A LEGAL CONTRACT BETWEEN YOU AND ENTERTAINMENT SHOPPING LIMITED

This Terms and Conditions, Site Access, User and Purchase Agreement (this "Agreement") is a legal contract between you and Entertainment Shopping Limited, a subsidiary of Atlas Technology Group Inc. and contains the terms and conditions that govern your relationship with us as well as your access to and use of the websites, blogs, RSS feeds, auction services, promotional services, product services, marketplaces and other services (the "Services") available at BidCandy.com and other websites at which we conduct our business (each such website, a "Site").

This Agreement includes and incorporates by this reference the Entertainment Shopping Limited Privacy Policy ("Privacy Policy") and any supplemental terms you agree to from time to time.

The terms "Bidcandy," "we," "us" and "our" refer to Entertainment Shopping Limited, a Hong Kong corporation. The terms "you," "your," and "yours" refer to the visitor/registered member/customer/purchaser accessing and/or utilizing our Sites and Services.

This Agreement constitutes the entire agreement between us and you and supersedes and replaces all prior or contemporaneous commitments, undertakings or representations, whether written or oral, between you and us with respect to your use of the Sites and/or Services. Please read this Agreement and the Privacy Policy carefully - if you do not agree to any of the terms in this Agreement, you agree not to use the Sites or the Services.

YOUR ACCESS, USE, CLICKING ON THE "ACCEPT" BUTTON UPON REGISTRATION AND AT OTHER TIMES AS MAY BE REQUIRED DURING ANY PRODUCT PURCHASE CONFIRMATION PROCESS AND/OR THE DOWNLOAD IN ANY WAY OF ANY SERVICE FROM ANY SITE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AND YOUR AGREEMENT TO BE BOUND BY ALL OF ITS TERMS.

IF YOU DO NOT AGREE TO ANY TERM IN THIS AGREEMENT, DO NOT CONTINUE TO ACCESS AND USE THIS SITE OR ANY SERVICE. If the provisions of this Agreement conflict with those in the Privacy Policy, or any other policies, rules and information which may from time to time be posted on the Site (such as any Product Return Policy, Help Topics, and FAQ's), the terms of this Agreement will control.

POSTED ADVICE. Any bidding advice or other written advice posted on the Site (including but not limited to FAQ's, Help, How it Works, Testimonials, etc.) are provided solely as suggestions and are not intended to be relied upon by you. We disclaim, and are not responsible for, any actions taken by you due to any user, member or other person having read or been told about such advice.

BID IN MODERATION. We advise all Members (as defined below) to monitor their bidding practices. Placing Bids on Site(s) frequently or repeatedly can cause you to incur high costs. You therefore should pay attention to your Bidding practices and check your incurred charges regularly.

VOID WHERE PROHIBITED. We administer and operate the Sites from various locations around the world. Although a Site may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on such Site are available to all persons or in all geographic locations, or appropriate or available for use. We reserve the right to limit, in our sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on a Site is void where prohibited by applicable law. If you choose to access a Site, you do so at your own initiative and you are solely responsible for complying with applicable laws.

1. AMENDMENTS AND CHANGES

1.1 Changes to Site. We shall have the right at any time to change or discontinue any aspect or feature of any Site including, but not limited to Services, products, content, hours of availability, and equipment needed for access or use.

1.2 Changes to Agreement Terms. We shall have the right at any time to change, modify, add or delete any term(s) or condition(s) of this Agreement that apply to your use of the Site, the Services or any part thereof, and to or to impose new terms and conditions (including, but not limited to, adding fees and charges for use, and making other changes to or additions to this Agreement or the Privacy Policy or any other policy that may be posted from time to time). All of such changes, modifications, additions or deletions ("Changes") shall be effective immediately upon notice thereof, which we may accomplish by any reasonable means (including, but not limited to, posting the Changes on the Site, or through electronic or conventional mail), or by any other means by which you obtain actual or constructive notice thereof. YOUR CONTINUED USE OF ANY SITE AND/OR ANY SERVICE FOLLOWING THE POSTING OF ANY CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE. IF YOU DO NOT AGREE TO ANY CHANGE, DO NOT CONTINUE TO USE ANY SITE OR ANY SERVICE.

2. YOUR MEMBERSHIP

2.1 Minimum Age. Children under the age of 18, or under the age of 21 if using the Site in AL, MS, NE, WY or any other Jurisdiction (as defined below) where the age of majority is greater than 18 (a "Minor"), may not become a Member, use any Site or any Service or authorize transactions on any Site. You confirm that you are at least 18 years of age and are not a Minor under applicable laws, including the laws of the your country, state, city, or other jurisdiction (each, a "Jurisdiction") of your residence. You confirm that you have the legal capacity to enter into this Agreement, that this Agreement will upon your use of any Site or Service will be legally binding on you, and that you meet all other eligibility requirements contained in this Agreement. You warrant that you have the right and authority to enter into and abide by, and that you will abide by, all of the terms of this Agreement.

2.2 Registration as a Member Required. Only registered Members may utilize a Site and participate in the Services, such as auctions and marketplace activities. Memberships are offered exclusively to individuals for personal use and enjoyment, and not to commercial resellers or retailers. A "Member" is an individual who is (i) not a Minor, (ii) is eligible to use the Services under applicable laws and this Agreement, and (iii) has completely and accurately completed the Site registration form and process. To become a Member, you must agree to all of the terms and conditions of this Agreement, and you must completely and accurately complete the Site registration form, which requires you to provide your legal name, your address, your e-mail address, your phone number, and your age at the time of registration, as well as any other identification information that we may request from time to time. If your address and billing information changes, it is your responsibility to update your Member information with us.

2.3 Limit of One (1) Account per Site. Members may not (i) activate or use more than one account at any Site (an "Account"); (ii) use a false or misleading name, address or e-mail address to activate or use an Account; or (iii) provide false or misleading information of any nature to us or our suppliers, payment providers and vendors. A Member's Account(s), including any product purchase rights, purchased Bids, bonus Bids, promotional credits and tokens, reputation icons and other forms of awards are personal to Member and are not transferable to any other individual or entity. Accounts may not be merged, assigned or transferred. We reserve the right to limit in our sole discretion the number of Accounts per household. A single credit card may not be used in conjunction with multiple Accounts. You agree to be liable for all offensive or unlawful activities that are undertaken through or using your Account.

2.4 Your User Name and Password. As part of the registration process, you will choose your own user name and password for your Account. You will be responsible for maintaining the confidentiality of that password and for restricting access to your computer. We will never ask for your password except during login. You should never provide your password to anyone, including our employees. Your chosen username must not be offensive, rude, disparaging, or intended to deceive or delude other users. Your username may not advertise for other websites or services or otherwise violate the intellectual property rights of any third party. You agree that you are solely responsible for all activities that occur under or through the use of your user name and password. If we receive information that your username is illegal or in breach of this Agreement (as we determine in our sole discretion), your Account may be frozen until you change the username. We also may permanently close your Account without prior notice to you for any violation of this Agreement.

2.5 Electronic Signatures. You acknowledge and agree that by clicking the 'Bid button,' the 'Register button' or the 'submit button' or taking such other action that we may designate as a means of accepting this Agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract with us. You acknowledge that your electronic submission constitutes your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, (a) YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, FORMATION OF CONTRACTS AND MAINTENANCE OF RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH ANY SITE OR ANY SERVICE BY YOU, and (b) you waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any Jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

2.6 The Marketplace. We operate the Sites and make available the Services that enable Members to participate in online auctions and to view and to purchase products and services (the "Marketplace"). Except for certain circumstances, each good or service available in the Marketplace (each a "Product" and collectively, the "Products") is offered for a defined and limited period of time determined by us and is sold to (i) the Member who Bid the highest purchase price during that limited selling/auction period, and (ii) to Members who select the option to purchase Products under our "Buy-It-Now" program, subject to availability and other restrictions as may be noted on the Site. In addition, we may, from time to time in our sole discretion, make available to Members of our choosing opportunities to purchase a Product either in multiples of more than one or at the highest purchase price they proposed, even if that purchase price was not the highest Bid during the selling period.

2.7 Eligibility. Our employees and their family members (defined as parents, spouse, siblings and children), and any persons residing in the same household as our employees, may not, under any circumstances, participate in any Site activities (including any Marketplace) or use the Services.

2.8 Referrals. You may refer friends to any Site under our Referral Program. We offer free Bids to Members who refer new users who subsequently purchase a bid pack from us. We reserve the right to review each referral for possible fraud, and we have no obligation to accept any referral as a Member. You may not refer family members or individuals residing in your household for credits under this Referral Program. Any abuse of this Referral Program by you may result in the deduction of fraudulent Bids awarded and/or the termination of your Account, in our sole discretion.

2.9 Personalizing Your User Name. We may provide you with the opportunity to personalize your username with an icon we supply on the Site or with an icon you upload from your computer. You may not use any offensive or profane icon. The appropriateness of any proposed icon will be determined by us in our sole discretion. We reserve the right to erase or remove any icon from the Site at anytime.

2.10 Cookies Enabled. We may provide you with the opportunity to personalize your username with an icon we supply on the Site or with an icon you upload from your computer. You may not use any offensive or profane icon. The appropriateness of any proposed icon will be determined by us in our sole discretion. We reserve the right to erase or remove any icon from the Site at anytime.

2.11 Member Account Termination. You have the right to terminate your Account at any time. Upon your request, we will close your Account and remove your personal information from view as soon as reasonably possible, based on your Account activity and in accordance with applicable law. We do retain personal information from closed Accounts to comply with law, prevent fraud, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigations, enforce our rights under this Agreement, and take other actions otherwise permitted by law. When you delete your Account, your personal data is removed from our database unless we are required by law to save the data. As a rule it takes two to three business days for your information to be completely removed from all of our records.

We reserve the right to temporarily or permanently terminate your Account, in our sole discretion, if we determine or suspect you have violated this Agreement, any laws, or the rights of other Members or any third parties. Examples of unauthorized usage include, but are not limited to, the use of unauthorized third-party bidding or bid tracking software, and the creation of multiple Accounts by the same individual or other fraudulent account activity or behavior. You agree that if we, in good faith and in our sole discretion, determine that you have breached this Agreement, we may withhold, cancel or otherwise retain any and all of your pending deliveries and/or refunds for Bids.

3. PRIVACY, MONITORING AND DISCLOSURE, BREACH

3.1 Your Privacy. Click here to access our Privacy Policy. We may change the Privacy Policy in the future. You should check the Privacy Policy frequently for changes. Except as authorized in this Agreement or with our prior written consent, you agree not to use any information regarding other participants that is accessible from the Site or disclosed to you by us except to enter into and complete transactions. Without limiting the generality of the foregoing, you agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy, otherwise objectionable conduct or otherwise inconsistent with our Privacy Policy.

3.2 Monitoring and Investigation. As permitted by applicable law and consistent with our Privacy Policy, we have the right, but not the obligation, to monitor and investigate any activity and content on or associated with any Site or any Service. We may also monitor and investigate any reported violation of our policies or any complaints and take any action (including, without limitation, no action or termination of the Accounts of offending persons) that we deem to be appropriate. Such action may include, but is not limited to, issuing a warning, suspending or terminating your Account or the Accounts of other offending parties, denying access to and/or removing any materials on the Site, or taking no action at all, in each case without regard to past practices. Without limiting the foregoing, we reserve the right and have absolute discretion, to remove, screen or edit any content that violates this Agreement or is otherwise objectionable in our sole discretion.

3.3 Disclosure of Information. As permitted by applicable law, we reserve the right to report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect our systems and customers, to allow Members to resolve disputes, to ensure the integrity and operation of our business and systems, and/or for other purposes we deem to be reasonable, we may access and disclose any information we consider to be necessary or appropriate, including, without limitation, user contact details, IP addresses and traffic information, usage history and posted content.

3.4 E-mail and Text Anti-Spam Policy. It is our policy not to send commercial e-mail or text message notifications to individuals who have not asked to receive such notifications from us or from third parties that may market on our behalf. If you receive an unsolicited commercial e-mail or text message notification from us and would like to stop receiving such notifications in the future, (a) you can click on the "opt-out" or "unsubscribe" link at the bottom of e-mail notifications, (b) simply reply STOP to the text message, or (c) contact us at support@bidcandy.com. Please note that it may take up to 10 days to process your request. If you have opted-out of receiving commercial e-mail notifications from us, but continue to receive such e-mail notifications, please forward the e-mail (with the full header) to legal@bidcandy.com.

3.5 Publicity. We reserve the right to publish the name, region address and photograph of any Bid winners. By placing a Bid, you consent to the use of your name, image and Member profile information by us in advertising and publicity for the Site on which you placed the Bid. This is one of the conditions of using the Services available at such Site. As a winner of a major auction, you may be asked, depending on advertising needs, to take part in a photo session and a brief interview about the circumstances surrounding your win, at our cost. If you refuse to comply with these reasonable publicity rules, we reserve the right to suspend payment of the prize. The information gathered may be used to write a press release to be sent to the media. Information about your win, including related photography and quotations will likely appear in our blog, in posts on our accounts at websites such as Facebook and other Internet-based social networks, and may be used in television, radio and print advertising.

4. HOW AUCTIONS WORK AND BASIC SITE USAGE

4.1 Auctions. Auctions are a sale in which services, property and items of merchandise are sold to the highest bidder. We offer several different forms of auctions to Members only, including Non-Reserve Auctions, Live Auctions, Disclosed Reserve Auctions, Non-Disclosed Reserve Auctions, Rare Item Auctions, Frenzy Auctions and others. Not all forms of auction are available on every Site. Our Products may be offered for auction on more than one Site. The mechanics of each type of auction vary and each Member is responsible for reviewing and understanding the terms and conditions, rules and instructions for each such auction type. Members participate in auctions by placing offers to purchase Products at specific times and at specific purchase prices (each such offer being a "Bid") during the auction process.

We attempt to limit some auctions to participants of comparable skill, as determined by us in our sole discretion, to enhance user experience and maintain a viable business model. In so doing, we may limit which auctions are available to particular Members based on any factors deemed to be appropriate by us in our sole discretion, including the experience of the Member, historical success of the Member, demographic factors, prior bidding and spending activity, and other factors. In particular, we may limit certain auctions to less experienced or successful Members in any manner we deem to be appropriate to optimize the overall user experience of all Members. You acknowledge that you may be, and you consent to being, excluded from auctions at our sole discretion.

4.2 Your Bid Or Offer To Buy Is Your Agreement. You acknowledge and agree that a Bid or offer to buy any Product is a legal offer to buy the Product. By entering into this Agreement and bidding on a Product, you agree to complete the transaction if you are the winning bidder. If any Bid you place, either manually or through the use of the Autobid System is declared the winning Bid, you agree to comply with your obligations under this Agreement to buy the Product(s) from us at the specific auction terms noted and at the winning Bid price. You will be held accountable if you do not fulfill this obligation. When we have accepted your Bid, you are obligated to complete the transaction as accepted by us. Accordingly, when you Bid on a Product on the Site, you are entering into a legally binding contract in which you express your binding intent to purchase the Product at the proposed Bid price. Your failure to do so in a timely manner will result in termination of your Account and other actions taken by us to enforce your obligations. You acknowledge that your failure to fulfill these obligations may be legally actionable, and that in such event we may pursue any remedies available to us under this Agreement, at law or in equity.

4.3 Purchasing Bids and Bonus Bids. Members who wish to participate in an auction must have Bids in their Account. You may purchase Bids for a particular auction from us on the Site on which such auction appears, in packages ("Bid Packs"). We may also award Bids to Members of our choosing as promotional items. You may find details regarding Bid Packs, Bid pricing and special offers on each Site under the "Buy Bids" button located in the menu bar at the top of the Site. You may pay for Bid Packs and Products purchased on a Site only through use of the payment services offered by authorized payment providers on such Site. If your payment is not honored, you will be charged, and you agree to pay, a returned payment fee. Certain promotional Bids (e.g., "Awarded Bids" and "Bonus Bids") are valid only for a limited period of time specified on the Site at the time they are awarded (typically 60 days from date of issue).

Upon expiration of the time stated on the Site, Bonus Bids expire and are automatically deleted from Accounts for which no refund is available.

4.4 How to Place a Bid. Members typically can place Bids online on a Site in two ways. You may place a Bid by physically clicking on the provided "Bid" button on such Site, or if we provide an automated bidding tool on the Site for the auction in question (see Section 4.5 below), you may place Bids using such bidding tool. When you place a Bid, it will be deducted from your Account. Paid Bids are always deducted prior to any Bonus Bid and other forms of unpaid (awarded and/or promotional) Bids being deducted from a Member's Account.

4.5 Automated Bidding Tool. We may make available to you automated bidding tools (each' an "Autobid System") for use on certain Sites and certain auctions. You are solely responsible (a) for determining whether an Autobid System is available to you for use on any particular Site and/or auction and (b) for your proper use of such Autobid System. By using an Autobid System, you agree that you have read and understand all of the rules and instructions on the Site relating to such Autobid System. When available and selected by you, our Autobid System(s) will automatically place Bids on your behalf on the Product(s) that are the subject of the auction in question, until you have either been declared the winner of such auction or until all of the Bids you have allocated to be placed on your behalf by the Autobid System have been used. Your election to use an Autobid System during any auction is your agreement to purchase the Product, should you be declared the winning bidder, at the winning Bid amount determined by us. The Autobid System allows you to bid on an auction even if you are not online at that time. More information on how the Autobid System(s) operates is available in the "Help" and "FAQ" sections posted on each Site. You are strictly prohibited from using bidding software not authorized by us. You agree not to use or launch any automated system (including without limitation, "robots," "spiders," "offline readers," etc.) to access any Site or any Service in any manner.

4.6 Auction Mechanics. With each Bid placed during an auction, the price of the Product on which the Member is bidding increases by the amount designated on the Site where the auction is being conducted. Each new Bid placed resets the "countdown timer" that displays the time remaining in the auction. For more information regarding how the reset timer works and the specific period of time that is added to the auction clock, please consult the 'Help' and FAQ' sections posted on the Site where the auction is being conducted. The auction ends when the remaining time on the auction clock reaches zero. The Member with the highest Bid when the clock expires then wins the auction. All other Bids on the Product expire and are non-refundable. The highest bidder is determined according to the records in our database. Our determination of the last bidder shall be final. If your Bid offer is the highest Bid offer made at the end of an auction, the Bid constitutes a binding contract with us to purchase the Product of the auction at the Bid price and on the terms set out in the Site which provide the details for each specific auction.

4.7 Shill Bidding. You are strictly prohibited from placing Bids or causing Bids to be placed on any Product for the purpose of artificially increasing or otherwise manipulating the bidding process or the Bid price of any Product listed on a Site.

4.8 Retracting Your Bid. Once you have submitted a Bid to purchase any Product, it cannot be retracted. For clarification and without limitation, placing a Bid on another, similar Product, changing your mind, or your inability to pay for the Product are not grounds to retract a Bid or to cancel your agreement to purchase a Product if you are the winning Bidder.

4.9 Refund of Unused Paid Bids. Upon your request submitted as provided in the next paragraph, we will refund the purchase price of any unused paid Bids in your Account that you purchased within 90 days from the date we receive your refund request. Used Bids, as well as all unused Bids received through won auctions, Product exchange features, Bonus Bids included in Bid Pack promotions, sign-up Bonus Bids, or Bids acquired by any means whatsoever other than by submitting a payment of US$0.60 per Bid are non-refundable without exceptions.

To receive a refund, please send an email to support@bidcandy.com. Your request will typically be processed within 24 hours after receipt. At the time your refund is processed, all Paid Bids subject to the refund request AND ALL BONUS BIDS AND OTHER PROMOTIONAL (AWARDED) BIDS, TOKENS AND CREDITS IF ANY WILL BE PERMANENTLY REMOVED FROM YOUR MEMBER ACCOUNT.

All refunds are final. We will not replace Paid Bids, Bonus Bids or other promotional items that may have been deducted from your Member Account as a result of any refund request by you. No refunds for unused purchased Bids will be issued after 90 days of purchase. Under no circumstances are you eligible for a refund of a larger amount than the total amount you have spent on the Site, minus the total amount won in Product value on the Site plus reasonable processing and handling fees and associated shipping charges.

4.10 Bid Expiration. You must use Bids you purchase within 365 days after the day of purchase. You must use Bonus Bids and Awarded Bids within 60 days after the day you first receive them. If your Bids are not used within the time allotted, they will expire and be permanently removed from your Account. We, at our sole determination, may reset the expiration date of Bids in Member Accounts when a Member subsequently purchases a Bid Pack.

4.11 Acceptance of the Win and Payment. After an auction has ended, we inform the last bidder (the "Winner") by e-mail. The Winner must then log onto the Site and visit the Account Dashboard web page in order to confirm the win, review all charges and fees, apply promotional credits, if any, and pay the total price due by following the steps indicated on that page or elsewhere as required. When the Winner has paid all amounts due, we then accept the win and confirm this via e-mail to the Winner. We then subsequently ship the Product(s) to the Winner (subject to all terms, conditions and remedies for breach as set out in this Agreement).

If an auction win has not been confirmed and paid for within 72 hours after the auction end time, we reserve the right to terminate the Winner's contract to purchase such Product(s). If we terminate such contract, the Winner's right to pay for and receive delivery of the Product(s) will be permanently revoked. In this instance, the Bids placed in that auction are non-refundable. Any such termination by us shall not be an election of remedies, and we will still have the right to pursue all remedies available to us under this Agreement, at law or in equity, for the Winner's breach.

If you have not fully paid for Bids you have purchased and used, payments we subsequently receive from you shall be treated first as payment toward such used but unpaid Bids. We reserve the right to retain any Product(s) purchased at auction until you have fully paid for all Bids and other charges.

4.12 Cancellations of Auction Wins. We grant Winners the right to cancel their purchase for a full refund of the auction end price, subject to the following limitations. This cancellation right terminates at 5 pm on the day that is seven days after the date of delivery, as confirmed by shipping receipts and our records. Shipping and handling charges associated with the initial delivery of the Product(s) to the Winner, if any, are not eligible for refund.

The right to cancel does not apply if the Product(s) consists of audio or video recordings or computer software whose packaging has been unsealed after delivery or collection. These Products are not eligible for return or refund. Sets or grouped ("Boxed") Products can be returned only in their entirety.

If you wish to return a Product(s) you have won at auction on a Site, you must inform us in writing, by sending an e-mail to support@bidcandy.com before the expiration of the cancellation period (the "Notifying Email"). We will then provide you with a unique Return Authorization number (RMA) that must be noted prominently in the return shipping documents and on the outside of the shipping container. You must retain proof that the Notifying Email was transmitted within the allowed time period. Cancellations by phone will not be accepted. In order to validly complete any cancellation, you must return the Product or Products in good merchantable condition in original packaging, as might be expected of a new product. Return shipping costs incurred shall be paid by you. If we incur costs because you have not paid sufficient postage or other carrier or transport costs for the return of the Product(s), these costs will be deducted from any refund payment we remit to you. NO REFUND IS PAID or Products returned in partial and/or damaged or used condition.

4.13 Trades for Cash. We do not offer Members the ability to exchange Products won at auction for cash.

4.14 Limitations on the Number of Auction Wins. We reserve the right to limit, in our sole discretion, the number of won auctions per Account. A Member may win a maximum of (i) 10 auctions, excluding Bid pack auctions, in any 30-day period, and (ii) a maximum of three auctions within any 24-hour period, and (iii) may win only one Product with a value price equal to or greater than $1,000 during any 30-day period. IT IS SOLELY YOUR RESPONSIBILITY TO MONITOR YOUR BIDDING BEHAVIOR AND TO BID RESONSIBLY BASED ON THE ABOVE LIMITATIONS AND RESTRICTIONS. Bids placed in any auction when you are not eligible to win are nonrefundable.

4.15 Odds of Winning Auctions. Every auction is unique. The results of each auction are determined by the interaction of a number of potential factors, including, but not limited to, the number of Members participating in the auction, the skill of the individual Members bidding in the auction, the availability and utilization of auto bidding systems, specific auction rules such as the incorporation of a reserve, the bidding behavior of Members, telecommunication delays and other factors. Therefore, the precise odds of winning are unavailable. When placing a Bid in any auction on a Site, you bear the risk that you will not be the Winner.

4.16 Equipment. You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for your access to and use of the Site, and all charges related thereto.

4.17 Interruptions to Services due to Technical Faults. Interruptions to Sites and Services may occur due to a number of factors. With currently available technology, it is not possible to develop and operate computer programs (software) and data processing systems (hardware) completely without errors, or to rule out any unpredictable events in connection with the internet as a medium (hereinafter referred to in brief collectively as "technical faults"). A system outage has occurred if, due to technical faults, no Bids can be submitted for Products. In such case, the remaining times for the auctions and the established amounts of Bids and the auctions will be temporarily halted. After the disruption has been eliminated, the auctions will be continued. Temporarily halted auctions are clearly indicated. Members who are bidding on temporarily halted auctions shall have no right to a refund for Bids used or other costs incurred. We provide no guarantee for the constant and uninterrupted availability of any Site(s) and related technical systems. We shall not be liable for any damage whatsoever incurred by you as a result of technical faults. In particular, we shall not be liable for damage that occurs due to Bids submitted by you not being received or not being received promptly or not being considered as a consequence of technical faults. We retain the right to close any auction at any time at our sole discretion. If we close an auction before a Winner is declared, we will return all Bids placed during the auction to the Accounts of Members who participated in such auction.

4.18 Postings. You shall use a Site(s) only for lawful purposes. You shall not upload, post or otherwise make available on any Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You shall not post or transmit through any Site any material (a) that violates or infringes in any way upon the rights of others, (b) that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, (c) that encourages conduct which would constitute a criminal offense, gives rise to civil liability or otherwise violates any law, or (d) that contains advertising or any solicitation with respect to products or services.

You may not use offensive images such as pornography, violence and hateful themes. We will delete all images we find (in our sole discretion) to be offensive, and the Members using such images may be suspended or have their Accounts terminated. Any conduct by you that in our discretion restricts or inhibits any other Member from using or enjoying any Site will not be permitted. You shall not use any Site to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of other Members to become subscribers of other on-line services.

You are solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from your postings on any Site. By submitting material to any public area of a Site, (a) you automatically grant, or warrant that the owner of such material has expressly granted to us the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright or other intellectual property right that may exist in such material; (b) you permit any other Member to access, view, store, or reproduce the material for Member's personal use; and (c) you grant to us the right to edit, copy, publish and distribute any such material.

4.19 Our Content. The Sites contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound. The entire contents of the Sites are copyrighted under United States and International copyright laws. You may not modify, publish, transmit, create derivative works, or in any way exploit, any of such content, in whole or in part. Except as otherwise expressly permitted under United States copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of legally protected material posted on any Site will be permitted without our express written permission and the express written permission of the copyright owner.

In many instances, the content available on a Site represents the opinions and judgments of the respective information provider, Member or other user not under contract with us. We neither endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice or statement made on any Site by anyone other than our authorized employee spokespersons while acting in their official capacities. Under no circumstances will we be liable for any loss or damage caused by any party's reliance on information obtained through any Site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through any Site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

4.20 Zero Tolerance for Fraud. Every time you log in to the Site, your IP address is recorded. This information can be used against fraudulent bidders. Any acts of online fraud or suspicions thereof, should be immediately reported to us.

WE HAVE ZERO TOLERANCE FOR ONLINE FRAUD.
We will notify and assist the appropriate law enforcement agencies in any case where there is suspicion of fraudulent use of our Marketplace. We will terminate and ban the offending Member on the first offense. We will also maintain and enforce a blacklist to chronicle fraudulent users.

4.21 Compliance with Laws. The Sites may only be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Sites, including in regard to bidding, and purchasing Products. You may not register under a false name or use an invalid or unauthorized credit card. You may not make Bids under a false name, impersonate any participant, or use another participant's password(s). Fraudulent conduct may be reported to law enforcement, and we will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

5. RIGHTS OF COMPANY

5.1 Breach. Without limiting other remedies available to us under this Agreement, at law or in equity, we may immediately issue a warning, temporarily suspend your Account, indefinitely suspend your Account or terminate your access to the Sites and refuse to provide Services to you (a) if you breach this Agreement; (b) if we are unable to verify or authenticate any information you provide; or (c) if we believe that your actions may cause legal liability for you, other Members or us. In the case of indefinite Account suspensions and terminations of access to the Sites, you will forfeit any unused Bids in your Account.

5.2 Termination. Without limiting other remedies available to us under this Agreement, at law or in equity, we may terminate this Agreement or your access to the Site at any time in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable. In any such case, you will forfeit any unused Bids in your Account.

6. PROMOTIONS AND AWARDS

6.1 Special Promotions. Any special promotions offered by Company will be valid only if they are announced on the Site or in its corresponding email newsletter. Special promotions are typically only valid for a limited period of time. When the advertised time limit of any promotion has been reached, or the relevant auction or auctions have ended, the promotion is also finished. From time to time, Company may offer promotions in association with 3rd parties, through which Members can earn discounts, Promotional Awards, Bonus Bids and/or merchandise. Member agrees that any participation in such offers is at the sole decision of Member and that Company shall have no liability whatsoever beyond ensuring that the advertised value as described in the official rules and regulations governing the promotion(s) is received by Member. Examples of such 3rd party promotions include, but are not limited to promotions which allow Members to acquire Bonus Bids in exchange for completing surveys and other 3rd party marketing offers.

6.2 VIP Bucks. We maintain an online store for the benefit of Members in the Sites (the "VIP Store"). Merchandise advertised in the VIP Store is available for purchase by Members using credits that are awarded from time to time based on bidding activity (the "VIP Bucks"). VIP Bucks are promotional in nature and have no value or use other than towards the acquisition of merchandise offered to Members in the VIP Store. The number of VIP Bucks required to acquire any particular Product in the VIP Store shall be set by us at our sole discretion from time to time. Specific terms of use and other conditions and restrictions regarding when and how VIP Bucks may be used are explained in the Help and FAQ sections on the Sites.

6.3 Promotional Tokens. We may offer, from time to time, at our sole discretion, virtual tokens and other awards that Members can use to offset the cost of shipping and other charges, such as the purchase price of Products won at auction. Specific terms of use and other conditions and restrictions regarding when and how such promotional tokens and awards may be used are explained in the Help and/or FAQ sections on the Site, as well as in informational posts published in our Blog and in newsletters. All such promotional tokens and awards have no value except as offsets to charges that would otherwise be due and payable.

7. BUY-IT-NOW PROGRAM

7.1 Buy It Now. In addition to conducting auctions where Members can potentially win Products at substantial discounts, we offer Members the opportunity to immediately purchase certain Products through a Buy-It-Now Program ("BIN Program"). Rare and One-of-a-Kind Products like works of art, antiques and pre-owned musical instruments are not offered for sale through the BIN Program.

7.2 BIN Purchase Opportunity. If a product is available for purchase under the BIN Program, any member can purchase the product(s) simply by clicking on the Buy-It-Now button provided on the website while the auction for that specific product(s) is in process.

If you actively participate in an auction by placing bids but do not win the item, you have four hours after a qualifying auction ends to confirm your intention of purchasing the product(s) through the Buy-it-Now program. When you elect to purchase a product throught the BIN Program, you will receive full credit for the cost of all paid Bids you placed during that particular auction in the form of a discount off the selling price of the Product you are purchasing. You will not receive any credit for Bonus Bids, other unpaid and promotional Bids, or Bids that have expired.

Your decision to buy a product through the BIN Program does not terminate the auction. However, once you elect to purchase a product throught the company's BIN program, you will no longer be able to participate in the current auction for that particular product. ALL payments for products you purchase through the BIN Program must be paid in full within 72 hours of the end of the auction.

7.3 Buy-It-Now Offers. Product descriptions and specifications for Products that are offered for immediate purchase through the BIN Program can be viewed on the Product description web page, which sets forth a description of the Product offered for sale.

7.4 Offers to Purchase Multiples. We may, in our discretion, provide you with an opportunity to purchase Products in multiples through the BIN Program. If multiple units of any Product are available under the BIN Program, you will be able to select your desired quantity during the checkout process.

8. PAYMENT

8.1 General Payment Policies. Payments for Products are in United States currency, unless otherwise noted on the Site. All of your purchases and amounts owed for Products will be confirmed in e-mails that clearly state the specific details of each purchase transaction with the particular Site. We will use commercially reasonable efforts to post and make available to you your confirmation e-mails no later than one hour after we accept your payment.

8.2 Payment Due Within 3 Days. Your payment on any Product is due promptly, but no later than 72 hours after we accept your offer to buy a Product. Any payment not received within 72 hours of when we accept your offer to buy a Product will be referred for collection. We reserve the right to pursue any and all other remedies that are available to us under this Agreement, at law or in equity.

8.3 Handling Fee. A handling fee is a standard fee that covers the cost associated with sourcing Products, running auctions and managing Services such as the BIN Program, payment collection and fulfillment. Unless otherwise stated during the specific purchase transaction, our standard handling fee is the greater of (a) 4% of the sum of (i) the total purchase price for any Product, plus (ii) shipping fees if any, in each case as calculated prior to the application of any promotional coupon, credit or offset, and (b) $1.00.

8.4 BIN Lay-Away Program. We provide Members with the opportunity to purchase Products offered for sale under the BIN Lay-Away Program. Complete details of this program are available in the Help and FAQ Sections on the Sites and by contacting us through our posted toll-free telephone number, online Instant Chat customer service application as well as by sending an e-mail to LayAway@bidcandy.com. All cancellations related to the BIN Lay-Away Program are subject to a 20% cancellation fee, which will be deducted from the refund amount.

8.5 Customs and other Duties on International Shipments. You are solely responsible to pay all customs fees on packages shipped out of the United States. You are solely responsible for understanding and complying with your local customs laws, duties, regulations, and restrictions.

8.6 Sales Tax and Your Obligations. We do not collect sales tax. You are solely responsible for reporting and remitting any sales or use tax you may owe under laws applicable to you. You also agree that we are not obligated to determine whether sales or use taxes apply and that we are not responsible for collecting, remitting or reporting any sales or use taxes arising from any transaction.

8.7 Company Rights If Full Payment Not Received. Any payment method selected by you when purchasing a Product must enable you to make full and immediate payment. If your chosen payment method does not enable you to make full and immediate payment for any reason, including, without limitation, insufficient funds, we may in our sole and absolute discretion cancel your purchase. In such case, we may in our sole and absolute discretion (but shall not be required to) designate the next highest bidder (meeting the applicable minimum Bid or reserve requirements) as the winning bidder. At our sole discretion, but without any obligation, alternate payment methods may be arranged.

8.8 Payment Methods. We currently accept certain third party payment services, including Paypal, Dalpay, Visa, Mastercard, American Express and JCB. Acceptable payment methods are noted on each Site and may change from time to time. You agree that any payments made to us through any third party payment service, such as PayPal, any credit card issuer, or any other party, will be an agreement between you and the third party. WE HAVE NO ROLE OR RESPONSIBILITY IN ANY RELATIONSHIP BETWEEN YOU AND A THIRD PARTY PAYMENT SERVICE. ANY INFORMATION ABOUT A THIRD PARTY PAYMENT SERVICE PROVIDED ON ANY SITE IS FOR CONVENIENCE ONLY. WE MAKE NO WARRANTY, AND DISCLAIM ALL IMPLIED WARRNATIES, ABOUT THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

8.9 Dalpay. DalPay Retail is an authorized retailer of products and services for Entertainment Shopping Limited (BidCandy). DalPay accepts Visa, MasterCard, JCB and American Express credit cards. Charges for merchandise settled through Dalpay will appear on your card statement as DalPay. Dalpay's customer service number is: 18778657746. Some banks and credit card issuers may charge a small international processing fees. The international fee is controlled by your bank, or credit card company, not Dalpay or BidCandy. Please refer to INTLServiceFee.com.

9. GENERAL SHIPPING AND DELIVERY

9.1 Carriers. Products shipped within the United States are shipped by national carriers including FedEx, UPS and USPS. All international orders (Products shipped outside of the United States) are shipped by FedEx International, UPS International, Aramex or DHL. Shipping charges are based on Product value, weight and classification. All products are shipped insured and require signature by the addressee. We do not deliver to PO Boxes. There is no Saturday Delivery available.

9.2 Time to Ship. We will not ship Products or begin to provide Services until full payment for such Products or Services is received. We strive to deliver Products to the shipper within three business days after receiving payment for such Products. During peak season, and for Products where a supply shortage may exist, your order may take longer to ship. When we have made delivery to the carrier, we cannot be responsible for delays in shipping. We make no express warranty, and we disclaim all implied warranties, about the ability of any shipping company to deliver any package to any destination in a specified amount of time. Any delays in shipping are the responsibility of the shipping company.

9.3 No Signature Release. We will not authorize any shipper to deliver any Product without an authorized recipient signature. Accordingly, if you or your designees are unavailable to sign for any Product package, it will be retained by the shipper for further delivery or follow up by you or your designee. If you have a signature release waiver on file with Federal Express, we will not be held liable for missing or non-delivered Product(s).

9.4 Undeliverable Packages. Orders that we receive back from a carrier as undeliverable are not available for reshipment without prior payment of all additional shipping and handling charges and other fees that may be assessed by carriers and authorities.

9.5 Lost Packages. You should report lost packages within 72 hours after the estimated delivery date. We shall not be liable for lost or stolen packages, packages containing missing or damaged Products, or vandalized packages. For prompt service, please forward all claims issues to: support@bidcandy.com.

9.6 Tracking Your Shipment. To track your shipment you need to obtain a Tracking Number. Please contact support@bidcandy.com. When you have obtained your Tracking Number, you may call the shipper directly at the number provided.

9.7 Separation. We reserve the right to ship Products from a single order in separate packages if there are applicable size, weight or item number limitations imposed by the shipper. Any separately shipped packages may result in additional shipping charges.

9.8 Oversized Items. Products that may come individually packaged and are too large or bulky to be accommodated by our standard shipping rates and procedures may incur additional charges. Shipping exceptions and charges for oversized Products will be noted on the Product description web page and will be confirmed during check out. You may be contacted by a Company customer service representative to arrange and confirm shipping details.

9.9 Shipping to Guam and Puerto Rico. Orders to Guam and Puerto Rico will be shipped via FedEx International Economy (International rates will apply).

9.10 Customs. You are solely responsible for all customs fees and duties on your package. Please consult your local Customs Office for duties, regulations and restrictions.

9.11 Returns. Prior to returning any Product to us for any reason, please contact us to discuss the matter with our customer service representatives. They can be reached at the toll-free telephone number provided on the Sites, through the live chat application hosted on the Sites and by sending an e-mail to support@bidcandy.com as well. You will have to provide the following information:

• your Site username
• the listing # of the Product you wish to return
• your proof of payment
• a detailed reason for your return.

If a return is warranted, we will provide a Return Authorization Number (RMA), and provide shipping instructions and a shipping address for returning a Product. Print the RMA number on the outside of all returning parcels. Packages without a clearly marked, valid RMA will be refused. Ship the Product that you are returning (including a legible copy of your proof of purchase, along with all parts, manuals, warranty information and Product components as received originally) in "like new" condition to the address we provide to you. Remember to pay the cost of shipping the Product to us. We will refuse parcels shipped with no and/or insufficient shipping fees paid.

10. SHIPPING RATES

Shipping rates are subject to change from time to time.

10.1 Shipping within the United States. Domestic US shipping rates for standard Products (NOT OVERSIZED) apply as follows:

Company Classification One: $14.95 Freight & Insurance
Company Classification Two: $24.95 Freight & Insurance
Company Classification Three: $34.95 Freight & Insurance
Company Classification Four: $54.95 Freight & Insurance
Company Classification Five: $89.95 Freight & Insurance

10.2 Shipping to Canada. Products are typically shipped to Canada using FedEx International Economy. Shipping rates for standard Products (NOT OVERSIZED) are as follows:

Company Classification One: $39.95 Freight & Insurance
Company Classification Two: $69.95 Freight & Insurance
Company Classification Three: $89.95 Freight & Insurance
Company Classification Four: $119.95 Freight & Insurance

10.3 US Domestic rates for oversized products. Rates are based on dimensional weight, and shipped using FedEx Saver Services as follows:

Oversized 1 $14.99 Freight & Insurance + $5.00 handling for each additional item
Oversized 2 $29.99 Freight & Insurance + $5.00 handling for each additional item
Oversized 3 $39.99 Freight & Insurance + $5.00 handling for each additional item
Oversized 4 $49.99 Freight & Insurance + $20.00 handling for each additional item
Oversized 5 $59.99 Freight & Insurance + $20.00 handling for each additional item
Oversized 6 $79.99 Freight & Insurance + $20.00 handling for each additional item
Oversized 7 $99.99 Freight & Insurance + $20.00 handling for each additional item

10.4 International Rates to Canada Only for Oversized Products. Rates are based on FedEx International Economy Services as follows:

Oversized 1 $25.99 Freight & Insurance + $5.00 handling for each additional item
Oversized 2 $34.99 Freight & Insurance + $5.00 handling for each additional item
Oversized 3 $44.99 Freight & Insurance + $5.00 handling for each additional item
Oversized 4 $59.99 Freight & Insurance + $20.00 handling for each additional item
Oversized 5 $89.99 Freight & Insurance + $20.00 handling for each additional item
Oversized 6 119.99 Freight & Insurance + $30.00 handling for each additional item
Oversized 7 $149.99 Freight & Insurance + $30.00 handling for each additional item

10.5 International Rates for Shipments to all International Locations Other Than Canada. You must contact our customer service representatives at support@bidcandy.com for shipping and handling rates to your specific location. Orders will not be shipped until rates and delivery details are confirmed between you and us.

11. 3RD PARTIES, NO AGENT, LIMITED WARRANTY

11.1 Third Parties; Limited Warranty. Products sold on the Site may carry third party warranties. All new Products are sold with the manufacturer's limited warranty only. The third party warranty period and service varies by manufacturer and Product. The full text of any such warranty is available, free of charge, upon written request e-mailed to us. We warrant solely that Products sold to Members will have the characteristics specified in the specifications for such Products as set forth in the description of each auction. Used Products are provided to Winners on an "as is where is" basis, without warranty.

11.2 No Agent. You agree that we are not your agent and that it is your sole responsibility to understand and enforce warranty rights you may have from third parties. Except as set forth in Section 11.1, we make no warranty of any kind or nature regarding any Product, new or used, or regarding any Site, any Service or any Marketplace, and we disclaim all implied warranties, including those of merchantability, non-infringement and fitness for a particular purpose. You agree that we do not have the duty to resolve any disputes arising between you and any third party such as any original equipment manufacturer as a result of any warranty, offer of merchantability, service or any expressed or implied right. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including Product and information providers, Members or any other user of the Site, are those of the respective author(s) or distributor(s) or original equipment manufacturer(s) and not ours. Neither we nor any third-party provider of information guarantees the accuracy, completeness or usefulness of any content, nor its merchantability, non-infringement or fitness for any particular purpose.

11.3 What This Limited Warranty Does Not Cover. This limited warranty does not cover, among other things any of the following, or damages related to any of the following or other non-defect related problems:

(a) Failure of any other product used in conjunction with any Product;
(b) Surface scratches on any Product;
(c) Improper use of any Product;
(d) Any alteration or modification made to all or any part of any Product after you purchase such Product;
(e) Labor charges for installation or setup of any Product;
(f) Damage or inoperability of any Product due to accident, lightning, unauthorized repair or other cause not within our control;
(g) Operation of the Product in any country other than the country for which it was designed, manufactured, approved and/or authorized;
(h) Use of the Product for commercial or institutional purposes; or
(i) Access connections (Internet), including charges from your communications provider even if you choose to return the Product and otherwise have no use for such access connections.

11.4 Disclaimers; Limits on Liability. THIS LIMITED WARRANTY IS THE SOLE WARRANTY WE PROVIDE AND IS PROVIDED IN LIEU OF ANY AND ALL IMPLIED WARRANTIES. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY EXPIRES ONE YEAR AFTER THE DATE OF PURCHASE, AND NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER SUCH PERIOD. (SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE DURATION LIMITATION MAY NOT APPLY TO YOU.) OUR RESPONSIBILITY FOR ANY FAILURE OF A PRODUCT TO CONFORM TO THIS LIMITED WARRANTY IS LIMITED TO THE REFUND OF THE PURCHASE PRICE YOU PAID FOR THE PRODUCT. THE PRECEDING LIMITED WARRANTY CONSTITUTES OUR ONLY OBLIGATION TO YOU AND REPRESENTS YOUR EXCLUSIVE REMEDY AGAINST US . SUBJECT TO THE LIMITED WARRANTY SET FORTH IN SECTION 11.1, IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH (A) THIS AGREEMENT, (B) ANY SITE, (C) ANY SERVICE, (D) ANY MARKETPLACE, (E) ANY PRODUCT, (F) YOUR INABILITY TO USE ANY SITE, SERVICE, MARKETPLACE OR PRODUCT, (G) YOUR INABILITY TO PARTICIPATE IN ANY AUCTION, (H) YOUR INABILITY TO USE ANY AUTOBID SYSTEM, (I) ANY TRANSACTION ENTERED INTO THROUGH A SERVICE, OR (J) ANY MESSAGE SENT OR RECEIVED THROUGH A SITE OR SERVICE; REGARDLESS OF WHETHER YOUR CLAIMS ARE BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR YOUR INABILITY TO USE ANY SITE OR ANY SERVICE, A PRODUCT NOT BEING AVAILABLE FOR YOUR USE OR FOR LOST DATA OR FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OR OWNERSHIP OF A PRODUCT. (SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.) THE LIMITATIONS SET FORTH IN THIS LIMITED WARRANTY SHALL NOT APPLY TO THE EXTENT THAT THEY ARE PROHIBITED BY LAW.

No individual or entity is authorized to give, on our behalf, any other warranty or to assume any other obligation on our behalf. Any provision of this Section 11 prohibited or unenforceable in any Jurisdiction shall be ineffective only to the extent of such prohibition and shall not invalidate any of the remaining provisions of this Section 11.

12. NO OTHER WARRANTIES

THE SITES AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SITES OR THE SERVICES, AND WE DISCLAIM ALL IMPLIED WARRANTIES CONCERNING THE SITES AND THE SERVICES, INCLUDING WITHOUT LIMITATION:

(a) THAT THE SITES AND SERVICES WILL MEET YOUR REQUIREMENTS;
(b) THAT THE SITES AND SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, AND SECURE OR OPERATE WITHOUT ERROR;
(c) ANY IMPLIED WARRANTY ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE; AND
(d) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL SUCH WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM US OR THROUGH USE OF ANY SITE OR SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

13. FURTHER DISCLAIMERS

(a) YOU EXPRESSLY AGREE THAT USE OF THE SITES IS AT YOUR SOLE RISK. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD,WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER MEMBERS OR THIRD PARTIES AND THAT THE RISK OF INJURY OR LOSS FROM THE FOREGOING RESTS ENTIRELY WITH YOU. (b) IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER WE NOR OUR AFFILIATES, NOR THE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS OF EITHER US OR OUR AFFILIATES, WILL BE LIABLE TO YOU REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS OR OTHER DEFECTS IN, OR UNTIMELINESS OR INAUTHENTICITY OF, THE INFORMATION CONTAINED ON THE SITES, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY CLAIMS OR LOSSES ARISING THERE FROM OR OCCASIONED THEREBY.

14. INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US AND OUR SUBSIDIARIES, PARENTS AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES OF ANY OF THE FOREGOING, FROM AND AGAINST ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES(INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES, COURT COSTS, INVESTIGATIVE COSTS AND AMOUNTS PAID IN SETTLEMENT) ARISING FROM OR INCONNECTION WITH (A) YOUR BREACH OF THIS AGREEMENT; (B) YOUR VIOLATION OF ANY STATE, FEDERAL, FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; OR (C) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.

15. INTELLECTUAL PROPERTY

15.1 Trademarks. Company, Site and Service names, logos and tag lines are our trademarks. All other trademarks appearing on the Sites are the property of their respective owners. This Agreement does not constitute a license to use any such trademarks, and you shall not use any of such trademarks.

15.2 Copyrights. We respect the rights of all copyright holders. If you believe that your copyrighted work has been copied and/or used on a Site in a way that constitutes copyright infringement, please provide the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works at that Site;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(d) Information reasonably sufficient to permit us to contact the complaining party;
(e) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. Please provide the above information in e-mail form to legal@bidcandy.com.

16. APPLICABLE LAW AND DISPUTE RESOLUTION

16.1 Governing Law. Any actions arising out of, or in any manner affecting the interpretation of, this Agreement as they pertain to us, any Site, any Service or any Product, whether under this Agreement or otherwise, shall be governed solely by, and construed solely in accordance with, the laws of Hong Kong, excluding (i) conflict of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Subject to Section 17.2, you consent to the exclusive jurisdiction and venue of courts located in Hong Kong for litigation of disputes under the Agreement.

16.2 Arbitration. YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE DULY AUTHORIZED HONG KONG ARBITRATION AUTHORITY. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN HONG KONG, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR WE MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN HONG KONG, IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR WE PENDING THE COMPLETION OF ARBITRATION.

17. LEGAL NOTICE AND GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter of this Agreement.

17.2 No Agency; Third-Party Beneficiary. We are not your agent, fiduciary, trustee or other representative. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties to this Agreement (and our subsidiaries, parents and affiliates, and ours and their officers, directors, agents and employees) any legal or equitable right, remedy or claim under or in respect to this Agreement.

This Agreement and all of the representations, warranties, covenants, conditions and provisions of this Agreement are intended to be and are for the sole and exclusive benefit of us and you.

17.3 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severable from the other provisions of this Agreement and shall not affect the validity and enforceability of such other provisions.

17.4 No Waiver. Our failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement.

17.5 Headings. The section headings used in this Agreement are for convenience only and shall not be given any legal import.