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XHIBIT A BIDSQUARE PARTICIPANT STANDARD TERMS & CONDITIONS These BIDSQUARE PARTICIPANT STANDARD TERMS & CONDITIONS (“Terms and Conditions”) govern Participant’s use of the Bidsquare Services and the Bidsquare Site(s), including, but not limited to, those contemplated in any Participating Auctioneer Agreement and any Participating Dealer Agreement which Participant has executed. International Auction Partners, Inc. (“Bidsquare”) and Participant agree as follows: References in these Terms and Conditions to “Participant”, “You” or other similar terms shall refer to the seller or agent of any seller utilizing the Bidsquare Services or any Bidsquare website to sell Property and/or the party who has entered into a Participating Auctioneer Agreement or Participating Dealer Agreement with Bidsquare. References in these Terms and Conditions to “Bidsquare” or “Us” shall refer to International Auction Partners, Inc. By using the Bidsquare Services or any Bidsquare website, you are agreeing to abide by these Terms and Conditions. These Terms and Conditions, together with the Terms of Use (attached hereto as Exhibit 1), and our Privacy Policy (whether such terms and conditions are contained in the primary document itself or are hyperlinked to related documents) (collectively, the “Terms ofUse”), are hereby incorporated by reference to your Participating Auctioneer Agreement or your Participating Dealer Agreement. You acknowledge and agree that we may amend the Terms of Use in our sole discretion at any time. Unless, and only to the extent, expressly stated to the contrary herein, all amended terms and conditions shall automatically be effective on a prospective basis once they are provided to you. Accordingly, your continued use of Bidsquare’s website and the Bidsquare Services shall be subject to the most current version of the Terms of Use in effect at that time, and you are encouraged to periodically review the Terms of Use for any recent changes and/or amendments. Your continued use of the Bidsquare Services or the Bidsquare website indicates your agreement with the most recent version of the Terms of Use. You agree that Bidsquare may, in its sole discretion, terminate the Agreement (as defined in Section 1, below) for any breach by You of the Agreement, including without limitation any breach by You of these Terms and Conditions and/or Terms of Use, or for any other reason as set forth herein. 1. DEFINITIONS. (a) “Agreement” shall mean the Participating Auctioneer Agreement or the Participating Dealer Agreement executed by Participant, together with these Terms and Conditions and the Terms of Use (Exh.1 hereto), and the Bidsquare Privacy Policy. (b) "Auction” shall mean an auction of Property listed by a Participant through the Bidsquare Site or utilizing the Bidsquare Platform, and includes a Timed Auction, LiveAuction, Buy It Now and Themed Auction, or any variation thereof. (c) "Bidsquare Marks" means the Bidsquare domain names, trademarks, logos and other branding elements used in furtherance of the Bidsquare Services and/or in performance of the Agreement. (d) “Bidsquare Parties” shall mean, collectively, Bidsquare, its members, managers, partners, officers, employees, agents, parent, subsidiaries, affiliates, joint venturers, successors and assigns. (e) “Bidsquare Platform” is Bidsquare’s proprietary web based platform that (i) enables Participants to conduct online Auctions through a Bidsquare Site, (ii) allows Buyers to submit online bids or offers at Auctions, (iii) allow Buyers to submit live bids at Auctions, or to set a maximum price the Buyer is willing to pay for Property on a particular auction, and the platform submits minimum incremental bids by proxy until the Buyer’s maximum bid is reached, and (iv) allow Buyers to purchase Property through a Buy It Now option. (f) "Bidsquare Services" means (i) the online Auctions conducted through a Bidsquare Site, (ii) use of the Bidsquare online auction platform and associated tools which enable Buyers to bid at online Auctions or to purchase Property through a Buy It Now option, and (iii) marketing services provided by Bidsquare to promote Auctions. (g) “Bidsquare Site” or “Site” means the online venue through which Bidsquare offers Participants the ability to list and sell Property through Auctions and promote Auctions conducted by such Participant. (h) “Buyer” means a Bidsquare user who has registered and been approved to bid and/or purchase on the Bidsquare Site and/or using other Bidsquare Services. (i) “Buy It Now” means a sale conducted by a Participant whereby a Buyer may purchase Property, up until a certain date and time, for a set price, as determined by the Participant. Property offered for sale through Buy It Now shall be offered exclusively through Bidsquare during the period of time that the Property is offered for sale through the Bidsquare Platform, consistent with Section 8 of these Terms and Conditions. (j) "Information" means all information about the Property to be offered for sale at an Auction, including, but not limited to, text, images, video, written descriptions and any other documents and information provided by Participant and relating to Property listed in any Auction, including information related to provenance, history, age, authorship, period, culture, condition, source of origin, quality, rarity, existence of copyright or other proprietary or intellectual property rights pertaining thereto, condition/damage reports, and estimates of value and reserves. (k) "Live Auction" means an auction conducted by a Participant whereat Bidsquare’s Buyers can bid either through absentee bids or real time bids through the internet using Bidsquare’s Platform on Property being auctioned on the floor of a Participant or in some other physical location designated by Participant. (l) “Participant” shall mean an auction house, auctioneer, seller, or dealer who is licensed (as applicable) to conduct auctions in the state(s) in which it conducts Auctions and/or sales. Each Participant that sells any Property through Bidsquare’s Platform shall be the seller with respect to each Property offered for auction or Sale through Bidsquare’s Platform, as Bidsquare acts solely as a conduit through which Participants may sell Property through Auctions on the Bidsquare Platform. (m) “Property” means the goods and/or services that a Participant lists for sale as part of an Auction listed on a Bidsquare Site or utilizing the Bidsquare Platform. (n) “Themed Auction” means an Auction consisting of a single Participant or multiple Participants of Property categorized by particular themes. Property sold through a Themed Auction shall be sold exclusively through Bidsquare, consistent with Section 8 of these Terms and Conditions. (o) “Timed Auction” or “Timed Sale” means an online only Auction posted by a Participant and conducted exclusively through the Bidsquare Site. The bidding for each lot of Property is opened at a predetermined level set by the Participant, usually at a set time and stays open over an extended period of hours or days, during which time such listed Property shall be sold exclusively through Bidsquare, consistent with Section 8 of these Terms and Conditions. 2. LISTING PROPERTY FOR SALE ON BIDSQUARE. The Bidsquare Site provides a platform for Participant to conduct online Auctions of Property and to receive online bidding and/or sales by potential Buyers at Auctions conducted by Participants. Bidsquare reserves the right, in its sole and absolute discretion, to agree to include an Auction and/or certain Property of an Auction on the Bidsquare Site. Participants agree that Bidsquare will not be a party to any consignment agreements (or other agreement) between Participant and the consignor or other party owning the Property being auctioned or sold. Participant may list Property on the Bidsquare Site, subject to the Agreement. Participant shall be solely responsible for obtaining Property through its own resources, properly authenticating and warranting Property, and the consignment and sale of Property sold in Auctions conducted or marketed through the Bidsquare Site or using the Bidsquare Platform. (a) Preparing Property Descriptions. Participant shall cause all Property descriptions to meet the Participant Conditions of Sale (as such term is defined in Section 3(a) herein), and all Information contained therein, accurately and in accordance with the Terms ofUse. (b) Responsibility for Information. Participant is solely responsible for the truth, accuracy and completeness of the content of the Information it provides with respect to Property listed in an Auction. Participant agrees that the Information it posts on the Site or any additional Information that Participant (or its agent) provides to prospective Buyers with respect to Property will be accurate, complete, and not misleading. Bidsquare may use Information regarding each Property marketed for Auction through the Bidsquare Site, and the price(s) realized, number of lots sold (together, the "Auction Product Information") in any applicable Auction and may incorporate such information into Bidsquare’s databases, advertisements, and other promotional and post-Auction materials, either of an Auction-specific or general commercial nature. In connection therewith, and in consideration of Bidsquare providing the Bidsquare Services pursuant to the Agreement, Participant hereby grants to Bidsquare a royalty-free, worldwide license (i) to distribute, make available for retrieval, sublicense and otherwise market the Auction Product Information, including to third parties; (ii) use the Auction Product Information for internal purposes, including development, help desk support, marketing, sales, and demonstration purposes; and (iii) store the Auction Product Information for archives. Bidsquare shall identify the Auction Product Information as being sold via the Participant. Bidsquare shall not charge the Participant for such advertising or post-auction exposure. (c) Restricted Property. Participant will refrain from offering or selling any Property on the Site that is prohibited by the Terms of Use or would otherwise violate any applicable foreign, federal, state or local laws or regulations, or which would subject Bidsquare, its employees, agents or suppliers to potential liability. Bidsquare may, in its sole discretion and without prior notice, remove any Property or Information that Bidsquare determines to have been posted on the Bidsquare Site in violation of the Terms of Use, or which otherwise may expose Bidsquare to potential liability or the threat of litigation. In such event, Bidsquare may immediately remove the listing for such Property on the Bidsquare Site without prior notice to the Participant and without any liability for such cancellation. Bidsquare shall have no liability to Participant for removing any Property from a listing on the Bidsquare Site. (d) Compliance with Laws. Participant acknowledges and agrees that the Auctions conducted by Participant, and the purchase, distribution, promotion, advertising, and sale of certain Property, are subject to numerous foreign, federal state, and local laws, statutes, rule, ordinances and regulations (“Laws”), including, without limitation, those relating to firearms, Indian artifacts, recalled products, children's products, alcoholic beverages, coins and currency. Participant further acknowledges and agrees that Bidsquare only provides a platform and website through which Participant may utilize when conducting its Auctions, and Participant is solely responsible for all aspects of Auctions conducted by it through the Bidsquare Site. Bidsquare does not review or evaluate the Property auctioned or verify the Information posted by Participant regarding the Property posted for Auction on the Bidsquare Site. Participant expressly represents that it shall comply with all applicable Laws relating to its Auctions, and the promotion, advertising, sale, and distribution of any Property that it offers for Auction or sale through Bidsquare. The Participant shall at all times save, defend, indemnify and hold Bidsquare, its members, managers, officers, employees, agents, parent, subsidiaries, affiliates, successors and assigns, harmless from, and 3 against, any and all causes of action, suits, claims, demands, judgments, liabilities, losses, damages, awards, penalties, fines, costs and expenses (including, but not limited to, reasonable attorney's fees) of any nature or kind, arising under or resulting from: (i) Participant’s promotion, advertising, sale, or distribution of any Property in violation of any Laws; (ii) Participant’s use of the Bidsquare Site or Bidsquare Services in connection with the sale of any Property; and (iii) Participant’s alleged or actual violation or breach of any Laws. This Section 2(d) shall survive the termination for any reason of the Agreement. 3. CONDITIONS OF SALE. (a) Conditions of Sale. Participant agrees that with respect to each Auction conducted by it through Bidsquare, Participant will post on the Bidsquare Site an online catalogue information page that will contain, at a minimum, a link to the contractual terms under which Participant will sell the Property to the successful Buyer, as well as any additional terms required to consummate the sale (for example, payment terms, auction fees, shipping fee, insurance, taxes, etc.) (collectively, the "Participant Conditions of Sale"). The Participant Conditions of Sale will be binding upon Participant and the successful Buyer and must include, at a minimum, a warranty of clear title, a warranty of the right to convey clear title, and a warranty that the Property conforms to the Information. (b) No Disclaimer. Participant shall not modify or disclaim the Participant Conditions of Sale, the warranty of clear title to the successful Buyer, or any warranty provided as part of the Information in any invoice, statement or other written or oral communication to the successful Buyer. Participant agrees that Bidsquare will not have any responsibility for and hereby shall save, defend, indemnify and hold Bidsquare harmless from, and against, any and all causes of action, suits, claims, demands, judgments, liabilities, losses, damages, awards, penalties, fines, costs and expenses (including, but not limited to, reasonable attorney's fees) of any nature or kind, arising under or resulting from the content or accuracy of any Information provided by Participant, it being expressly understood and agreed that Participant shall remain solely liable for any misleading or inaccurate Information it provides, as well as any other grounds upon which a successful bidder may seek to rescind a sale. This Section 3(b) shall survive the termination for any reason of the Agreement. 4. BIDSQUARE SERVICES. (a) Grant of Limited License. Subject to the Terms of Use, Bidsquare hereby grants to Participant, during the Term (as set forth in the applicable Participating Auctioneer Agreement or Participating Dealer Agreement) hereof, a limited, non-exclusive, non-sublicenseable, non- transferable, royalty-free license to access and use the Bidsquare Services and to access the Bidsquare Platform through the Bidsquare Site for Participant to conduct its Auctions in accordance with the Agreement. (b) Security. In order to participate in the Site, Participant will receive a User ID and is required to set a password in order to access the Bidsquare Platform and Bidsquare Site in order to create Auctions and list Property. At Participant’s request, additional User IDs or passwords may be issued to enable its employees and agents to facilitate Participant's participation in and use of the Bidsquare Services and Bidsquare Site. Participant shall be responsible for actions taken by individuals who have access to Participant’s User IDs and passwords and agrees to limit the disclosure of such User IDs and passwords to its authorized employees and agents. Participant will be responsible for protecting its passwords and changing such passwords periodically, as reasonably necessary or as directed by Bidsquare. 5. AUCTIONS. (a) Licensing Laws. Participant hereby agrees to comply fully with its local state/country auctioneering licensing laws to conduct its Auctions. Participant must comply at all times with the 4 Terms of Use while conducting or permitting potential Buyers to participate in an Auction through the Bidsquare Site. Participant must provide proof of license (if required by local law) prior to the Auction, as well as an official business license, proof of good standing, and Tax ID number. Participant agrees to accurately report through the Bidsquare Site the final sales price of all Property sold at Auctions accessible through the Bidsquare Site. (b) Buyer’s Premium. To the extent Participant charges a Buyer a premium (an additional percentage or fee in addition to the purchase price), such premium shall be equal to or less than the premium that Participant charges buyers through any other third party online platform. (c) Auction Cancellation. Auctions posted on the Bidsquare Site and that have bids registered against them, or if a Buy It Now price has been offered by a Bidsquare Buyer cannot be removed by Participant unless the Auction is completely canceled at the Live Auction venue. Notwithstanding the foregoing, provided an Auction has not already ended, the sale date may be rescheduled and the listing fee previously paid, if applicable, may be applied against such rescheduled Auction. (d) Bid Execution. Participant shall, to the best of its ability and consistent with commercially reasonable standards, execute all live and absentee bids generated through the Bidsquare Site during the applicable Auction. (e) Participant Marketing. Participant will include Bidsquare information, logo, and web links where practicable in marketing materials and company and auction website. 6. TRADEMARK LICENSE. (a) Trademark License. Subject to the Terms of Use, Bidsquare hereby grants to Participant during the Term of the Agreement, a limited non-exclusive, non-sublicenseable, non-transferable, royalty-free license to use Bidsquare Marks in links to advertisement and promotion for Participant’s Auctions listed on the Bidsquare Site. Participant hereby grants to Bidsquare a non-exclusive, non- sublicenseable, non-transferable, royalty-free license to use Participant's domain names, trademarks, logos, other branding elements, Information, and the Auction Product Information on the Bidsquare Site, and in links to, and advertisements and promotions for, the Bidsquare Site. (b) Trademark Restrictions. The owner/licensor of intellectual property referenced in Section 6(a) (collectively, “Marks”) may terminate or limit the foregoing license if, in its reasonable discretion, the licensee's use of the Marks tarnishes, blurs, or otherwise diminishes the quality or goodwill associated with the Marks and such use is not cured within ten (10) days of receipt of a written notice thereof. In limiting such license, the owner/licensor may specify certain pages of the licensee's website or promotional materials that may not contain the Marks. Title to, and ownership of, the Marks will remain with the owner/licensor. The licensee will use the Marks exactly in the form provided and in conformance with any trademark usage policies provided by the owner/licensor of the Marks. The licensee will not take any action inconsistent with the owner’s/licensor’s ownership of the Marks, and any benefits accruing from the use of such Marks will automatically vest in the owner/licensor. The licensee will not form any combination marks with the owner’s/licensor’s Marks. 7. CUSTOMER DATA. In connection with the use of the Bidsquare Services, Participant acknowledges that it will be provided or given access to personally identifiable information regarding Bidsquare Buyers and/or potential Bidsquare Buyers (“Buyer Data”) who have registered for or are interested in bidding at Participant’s Auctions. Participant covenants and agrees that (i) except as otherwise restricted herein, to obtain, hold and use the Buyer Data strictly in accordance with the Participant’s Privacy Policy as visible, linked or accessible through the Auction listing posted by Participant on the Bidsquare Site, (ii) to use the Buyer Data solely for the purposes of consummating the transactions for completed Auctions where a Bidsquare Buyer is the successful bidder and for Participant’s own internal marketing purposes; and (iii) notwithstanding anything contained in Participant’s Privacy Policy to the contrary, not to disclose to any third party any Buyer Data that Participant obtains through the Bidsquare Site or through any Bidsquare communication or 5 Bidsquare facilitated transaction for any reason other than as necessary to consummate Auction transactions, or as the disclosure of such Buyer Data may be legally required. Participant shall maintain all Buyer Data in accordance with (x) these Terms and Conditions, (y) the Participant’s Privacy Policy posted on and linked from the Auction listing on the Bidsquare Site, and (z) all applicable laws. 8. EXCLUSIVITY. (a) Unless otherwise agreed in writing, the relationship between Participant and Bidsquare shall be that of independent contractors, the Bidsquare Services are provided on a non-exclusive basis, and Participant is not prohibited from listing its Auctions, except for Timed Auctions, Themed Auctions (as set forth in the following sentence), and Buy It Now, through other online bidding platforms; provided that bids submitted through the Bidsquare Site shall not be disadvantaged or provided lower priority than those submitted through any other online or offline methodology. Participant expressly agrees that all Timed Auctions, Themed Auctions, and Buy It Now shall be exclusive to Bidsquare, meaning that, once Participant advises Bidsquare that it intends to sell Property through a Timed Auction, Themed Auction, or Buy It Now, Participant shall not sell or attempt to sell that Property through any other means other than through Bidsquare until such time as the Timed Auction, Themed Auction or Buy It Now has ended and only if the Property has not sold through such Timed Auction, Themed Auction or Buy It Now. (b) It is expressly understood and agreed that any breach by Participant of any of the terms and conditions contained in Section 8(a) above may cause Bidsquare to suffer irreparable harm for which there is no adequate remedy at law. Accordingly, Bidsquare shall be entitled to the issuance of an injunction, restraining order, or other equitable relief, without the necessity of posting a bond, to restrain Participant from committing, or continuing to commit, any such breach. Any right to obtain an injunction, restraining order, or other equitable relief shall not be deemed to be a waiver of any other right or remedy to which Bidsquare may be entitled at law or in equity. 9. FEES FOR BIDSQUARE SERVICES. (a) Fees Payable To Bidsquare. Unless otherwise agreed in writing, with respect to each Auction posted on the Bidsquare Site and the marketing and other Bidsquare Services from time to time requested by Participant, Participant agrees to pay to Bidsquare the fees for such Bidsquare Services as set forth on Schedule 1 to the Participant’s Participating Auctioneer Agreement or Participating Dealer Agreement (“Fees”). (b) Right to Change Fee Schedule. Unless otherwise provided in Participant’s Participating Auctioneer Agreement or Participating Dealer Agreement, Bidsquare reserves the right to change its Fees at any time with 30-day notice, provided that no such change shall affect an Auction that was posted on Bidsquare prior to the 30-day notice. (c) Taxes. Participant is solely liable for collecting any sales, use, value added tax (VAT), ad valorem, import, excise or other tax which may be imposed by any taxing authorities, including, but not limited to those at Participant’s location for the sale of Property. Participant agrees to be fully responsible for, and shall indemnify, defend, save and hold Bidsquare and the Bidsquare Parties, harmless from, and against, any such taxes and duties. This Section 9(c) shall survive the termination for any reason of the Agreement. (d) Payment of Fees. All Fees are due upon receipt of invoices. Listing fees for posted Auctions are due upon the posting of such Auction. Fees relating to the percentage of the Participant’s Property sold on Bidsquare shall be aggregated and invoiced at the end of each calendar month and shall be due upon receipt of the invoice. In the event Participant has paid Bidsquare related to the percentage of the Participant’s Property sold on Bidsquare, but Participant has been unable to collect payment from the Buyer, Bidsquare will issue a refund for such fees provided that Participant provides in writing to Bidsquare within sixty (60) days following the sale date (i.e., the end of the relevant auction) 6 the following information: the relevant auction name(s), date(s), lot number(s), item name(s), hammer price(s), bidder name(s), bidder email address(es), and evidence that Participant is still in possession of the relevant Property. Participant hereby authorizes Bidsquare to charge any credit card it has on file with Bidsquare for Fees without further notice. In addition to other remedies, Participant hereby agrees to pay a finance charge equal to the lesser of 16% per year or the maximum amount permitted by law on all Fees not received within fifteen (15) days of receipt of invoice therefor. In the event that Participant fails to make timely payment of Fees when due, Bidsquare may, in addition to other remedies, including without limitation terminating the applicable Participating Auctioneer Agreement or the Participating Dealer Agreement executed by Participant, suspend any Bidsquare Services or use and access to the Bidsquare Site until it receives payment of all amounts due. (e) Buyers’ Purchase Price. To the extent that Bidsquare collects the purchase price on behalf of Participant from a Buyer in connection with any Auction, Bidsquare shall remit such payment to Participant within ten (10) business days of its receipt from the Buyer. Notwithstanding this Section 9(e) or any other provision of the Agreement, it is expressly understood and agreed that Participant shall always be the seller with respect to each Property sold in any Auction, as Bidsquare acts solely as a conduit through which Participants may sell Property through Auctions on the Bidsquare Platform. (f) All fees paid to Bidsquare are nonrefundable, except (i) to the extent of a clerical error by Bidsquare; and (ii) to the extent set forth in Section 9(d), above. 10. CONFIDENTIAL INFORMATION. (a) "Confidential Information" is defined as any confidential or proprietary information of Bidsquare and its suppliers (including, without limitation, the Agreement and all non-public areas of the Bidsquare Site(s) and the Bidsquare Platform), and any other material disclosed to Participant by Bidsquare in a writing marked "confidential" or, if disclosed orally, identified as confidential at the time of such disclosure. Participant will hold Bidsquare’s Confidential Information in confidence and will not disclose such Confidential Information to third parties nor use Bidsquare’s Confidential Information for any purpose other than as required to perform its obligations under the Agreement. Such restrictions will not apply to Confidential Information which (a) is known by Participant before the date of disclosure, (b) becomes publicly known, through no direct or indirect act or fault of Participant, (c) is received by Participant from a third party without a restriction on disclosure or use, or (d) is independently developed by Participant without reference to the Confidential Information. (b) In the event that Participant is required or compelled by law or court order to make any disclosure of Confidential Information, Participant shall, prior to such disclosure and in any event no later than five (5) days of receipt of notice of any requirement to disclose such Confidential Information (to the extent permitted by law), provide Bidsquare with prompt written notice of such requirement so that Bidsquare may seek a protective order or other appropriate relief. Subject to the foregoing, Participant may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose. This Section 10 shall survive the termination for any reason of the Agreement. 11. REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) Duly Licensed. Participant represents and warrants that it is duly qualified and licensed to perform Auctions in each location in which it conducts such Auctions. (b) Power and Authority. Participant represents and warrants that: (i) Participant has the right, power, and authority to place the Property for sale and to enter into the Agreement and to perform all of its obligations under the Agreement; (ii) that such Property is, and, until sold, shall remain free and clear of all liens, encumbrances, and claims of third parties of every kind or nature whatsoever; (iii) good and clear title to such Property will pass to the Buyer upon sale; and (iv) there are no restrictions on Bidsquare’s right to reproduce photographs, descriptions, videos or images of such Property. The person executing the Participating Auctioneer Agreement or the Participating Dealer 7 Agreement on behalf of Participant is duly authorized to bind Participant. (c) No Conflict. Participant represents and warrants that entering into, and performing, the Agreement will not conflict with, or constitute a breach of, any other agreement, arrangement, or obligation to which Participant is now, or will become, aparty. (d) Third Party Performance. Participant guarantees that the performance of any third party that Participant uses to supply any Property, Information, or fulfill any aspect of a related sale or service, will comply with the terms of this Agreement. (e) Representations and Warranties Regarding Property. Upon the posting of any Property for sale on the Bidsquare Site, Participant represents and warrants that (1) it has conducted a reasonable investigation, consistent with or more thorough than industry standards, of the authenticity, condition and title of the Property; (2) it has no knowledge of, nor reason to believe, that the Property is counterfeit or not authentic; and (3) if the Property has been imported from another jurisdiction, (i) the Property has been lawfully imported into the jurisdiction in which it is currently located (if applicable), (ii) the Property has been lawfully and permanently exported as required by the laws of any country in which it was located previously, and (iii) all required declarations upon the export and import of the Property have been, or will be, properly made and any duties and taxes on the export and import of the Property have been, or will be, paid prior to the transfer of the Property to the Buyer. (f) Representations and Warranties Regarding Intellectual Property. Participant represents and warrants that the posting and/or sale of the Property and/or the Information will not violate the intellectual property rights of any third party, including, without limitation, any trademark, trade dress, trade secret, patent, copyright, or right of publicity rights. (g) Additional Participant Representations, Warranties and Covenants. In addition to any other covenants and agreements set forth in the Agreement, Participant will: (i) refrain from using any information derived from Participant's participation on the Bidsquare Site for any purpose other than in connection with completing the transaction between the Participant and the Buyer or as may otherwise be expressly permitted herein; and (ii) refrain from disclosing or providing information derived from Participant's participation on the Bidsquare Site to any third party; (iii) refrain from manipulating or attempting to manipulate the sale price of any Property by any means, including, but not limited to, bidding on, or instructing others to bid on, any Property offered by Participant; (iv) comply with the guidelines provided by Bidsquare to Participant and participate on the Bidsquare Site in an ethical, fair, reasonable, and nondiscriminatory manner and in compliance with all applicable laws; (v) refrain from interfering with the operation of the Bidsquare Site or with any activity being conducted on the Bidsquare Site, through any device, software, virus or other means; (vi) refrain from interfering with any contractual relationship between Bidsquare and any third party, including without limitation any other Participant; (vii) refrain from inducing third parties, including without limitation other Participants, to terminate any agreements with Bidsquare or their participation on the Site at any time; and (viii) comply with all applicable Laws and Participant’s auctions rules regarding accepting bids over the Internet. This Section 11 shall survive the termination for any reason of the Agreement. 12. NO WARRANTY. PARTICIPANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BIDSQUARE SITE, THE BIDSQUARE SERVICES, LIVE AUCTIONS, TIMED AUCTIONS, BUY IT NOW SALES, AND ANY OTHER SERVICES PROVIDED BY BIDSQUARE OR BIDSQUARE’S AFFILIATES UNDER THIS AGREEMENT ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, WHETHER BY STATUTE OR COMMON LAW, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BIDSQUARE DOES NOT 8 REPRESENT OR WARRANT THAT THE LIVE AUCTIONS, TIMED AUCTIONS, BUY IT NOW SALES, THE BIDSQUARE SITE OR BIDSQUARE SERVICES WILL MEET PARTICIPANT’S REQUIREMENTS OR THAT THE OPERATION OF THE LIVE AUCTION, TIMED AUCTION, BUY IT NOW SALE, THE BIDSQUARE SITE OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST. IN SUCH EVENT, PARTICIPANT ACKNOWLEDGES AND AGREES THAT SUCH LIMITATIONS AND EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. 13. LIMITATION OF LIABILITY. (a) Participant acknowledges and agrees that Bidsquare, its agents, and suppliers act only as a passive conduit for the dissemination and publication of the Information and Auction Product Information and assume no liability for such Information and content. Additionally, Participant acknowledges and agrees that Bidsquare and its agents have no control over the identity, quality, or ability of Buyers to buy items and they assume no liability to the extent that a Buyer rescinds a bid or fails to make payment for a purchase. It is expressly understood and agreed that Bidsquare and its agents do not promise or guarantee that a Buyer will actually complete a transaction, and they shall have no liability in the event that a Buyer fails to consummate a transaction. Participant acknowledges and agrees that it has sole and complete responsibility for reviewing and vetting the bidding and payment histories of all Buyers, and for approving and declining Buyers, and assumes all risks associated with Buyers, including, without limitation, that a Buyer may rescind a bid, fail to pay for an item, or otherwise fail to complete a transaction. (b) In no event shall Bidsquare or the Bidsquare Parties be liable under the Agreement to the Participant or any third party for any indirect, special, incidental, punitive or consequential damages (including, but not limited to, damages for loss of goodwill, work stoppage, computer failure, delays in training, or malfunction, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort, strict liability or any other theory), even if the Participant has been informed of the possibility thereof. (c) The total amount of Bidsquare’s liability for any loss, cost, claim or damages of any kind arising out of, or related to, the Agreement, shall in no event exceed the amount of the fees paid by the Participant to Bidsquare during the twelve (12) months prior to the event giving rise to such loss, cost, claim or damages. (d) Bidsquare reserves the right, in its sole discretion and without prejudice to its other remedies, to remove the Information or content or withdraw any Property listed for auction or sale by the Participant from the Bidsquare Site if Bidsquare determines that (1) the Information or content or any Property listed for sale is not accurately described, or (2) the Property or any of the Information or content posted will violate any Law or regulation or subject Bidsquare or the Participant to potential liability. 14. INDEMNIFICATION. Participant agrees to save, defend, indemnify and hold Bidsquare and the Bidsquare Parties, and any Buyer of Property offered for sale by Participant, harmless from, and against, any and all causes of action, suits, claims, demands, judgments, liabilities, losses, damages, awards, penalties, fines, costs and expenses (including, but not limited to, reasonable attorney's fees), arising out of, relating to, or resulting from: (i) any claim of ownership, right to possession, or quality of any of the Property offered or sold by Participant; (ii) any breach or alleged breach by Participant of any promise, covenant, obligation, representation or warranty set forth in the Agreement, including without limitation, the representations in Paragraph 11(f) of these Terms and Conditions; (iii) Participant’s violation or alleged violation of any Law, or violation or alleged violation of the rights of any third party; (iv) any liability arising out of any of Participant’s Auction posted or promoted through the 9 Bidsquare Site or the Bidsquare Services; (v) any attempted or actual rescission of a purchase made by a Buyer; (vi) Participant’s (including, but not limited to Participant’s employees, agents, owners, partners, members, managers, directors, officers and/or shareholders) alleged or actual negligence or misuse of the Bidsquare Platform or Bidsquare Site; and (vi) the Information that Participant provides for publication on the Bidsquare Platform or Bidsquare Site. This Section 14 shall apply regardless of whether the individual/entity asserting the claim, action, damages, etc. is ultimately able to substantiate said claim, action, damages, etc. and shall survive the termination for any reason of the Agreement. 15. INSURANCE. Participant agrees to maintain over the Term insurance in such sums and types customarily maintained by licensed auctioneers. Such insurance shall cover all Property listed for auction on the Bidsquare Site and be in an amount necessary to cover any possible rescission of a sale. 16. NOTICES. Any notice, demand, request or other communication which Participant may desire or be required to give to Bidsquare hereunder shall be given by email or in writing which shall be given by certified mail, return receipt requested (with postage prepaid) or by national overnight delivery service (with fees prepaid), and addressed to International Auction Partners, Inc., 1216 Broadway, Suite 415, New York, NY 10001, or at such other address that we may designate in writing in the future. Any notice, demand, request or other communication which Bidsquare may desire or be required to give to Participant shall be in writing and shall be given by email to the email address that Participant provided to Bidsquare during the registration process, or by certified mail, return receipt requested (with postage prepaid), or by Federal Express or other similar overnight delivery service (with fees prepaid), addressed to Participant at the address provided to Bidsquare during the registration process. All notices given by email shall be deemed given as of 5:00 P.M. eastern standard time on the business day following the day of transmission. All notices given by mail shall be deemed to have been given three (3) business days after mailing and all notices delivered by overnight delivery service shall be deemed given when delivered. 17. FORCE MAJEURE. No party shall be liable for any failure or delay in performing any obligation under the Agreement that is due to a Force Majeure event, such as Acts of God (including, but not limited to, fire, flood, earthquake, storm, hurricane or other natural disaster), terrorism, war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service). If a Force Majeure event occurs, the affected party shall notify the other party and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure event on the performance of the Agreement. However, this provision does not excuse Participant’s obligation to pay the Fees for services actually received. The Bidsquare Services and the Bidsquare Site are delivered over the internet, and accordingly, are subject to limitations, delays, outages and other problems inherent in the use of the internet and electronic communications. Bidsquare is not responsible for any delays, outages, failure to timely receive bids, delivery failures, viruses, hacker intrusions or other damages sustained by Participant resulting from such problems or occurrences. 18. MISCELLANEOUS. (a) The Agreement constitutes and sets forth the entire agreement and understanding of the parties pertaining to the subject matter hereof, and supersedes all prior or contemporaneous written or oral agreements, understandings, undertakings, negotiations, promises, discussions, warranties or covenants that are not specifically contained herein. In the event of an inconsistency between 10 the terms of any of the documents that form a part of the Agreement, the terms of the executed Participating Auctioneer Agreement or the Participating Dealer Agreement will govern. (b) Participant’s obligations under the Agreement may only be waived in writing executed by a duly authorized officer of Bidsquare. (c) The Agreement shall be governed in all respects, whether as to validity, construction, interpretation, capacity, performance or otherwise, by the laws of the State of New York, without regard to principles of conflicts of laws. Participant hereby submits to the exclusive jurisdiction of the state and federal courts located in New York County, State of New York for all legal proceedings relating to or arising from the Agreement, including without limitation any action or proceeding for equitable and/or injunctive relief. To the extent that Participant commences an action or proceeding in any jurisdiction other than a court of competent jurisdiction located in New York County, State of New York, Bidsquare shall be entitled to recover from Participant its costs and expenses, including, but not limited to, reasonable attorney’s fees, in connection with seeking dismissal of such action or proceeding. (d) If any provision of the Agreement is found invalid or unenforceable by a court of competent jurisdiction, then such provision shall be deemed stricken and the remainder of the Agreement shall remain at all times in full force and effect. Such invalid or enforceable provision shall, to the extent legally permitted, be replaced by a valid and enforceable provision that comes closest to the parties’ intent underlying the invalid or unenforceable provision. (e) In the event of any litigation arising out of or related to the Agreement, the prevailing party shall be entitled to recover from the other party all costs and expenses, including, but not limited to, reasonable attorney’s fees. (f) It is agreed that any accrued by unpaid financial obligations, and any other terms related to such financial obligations, shall survive the termination for any reason of the Agreement. (g) No waiver of any breach, privilege or provision of the Agreement will be construed as a waiver of any rights or remedies arising from any other or future breach, privilege, or provision. (h) Participant will not assign or transfer the Agreement (or any portion thereof) or any of its rights and obligations thereunder, without Bidsquare’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. 19. AMENDMENTS AND FUTURE TERMS. BIDSQUARE RESERVES THE RIGHT TO AMEND, MODIFY, ADD OR REMOVE ANY OF THESE TERMS AND CONDITIONS AND THE FOLLOWING TERMS OF USE AT ANY TIME. IF ANY FUTURE CHANGES TO THESE TERMS AND CONDITIONS AND/OR THE TERMS OF USE ARE UNACCEPTABLE TO PARTICIPANT, PARTICIPANT SHOULD DISCONTINUE USING THE SERVICES. PARTICIPANT’S CONTINUED USE OF THE BIDSQUARE SERVICES OR THE BIDSQUARE SITE NOW, OR FOLLOWING THE PROVISION OF NOTICE OF ANY SUCH CHANGES, WILL INDICATE PARTICIPANT’S ACCEPTANCE OF THE TERMS AND CONDITIONS AND THE TERMS OF USE AND ANY CHANGES, AMENDMENTS ADDITIONS OR DELETIONS THERETO. 11 EXHIBIT 1 TERMS OF USE The following Terms of Use (“Terms of Use”) reflect the guidelines and requirements with which Participant must comply in order to conduct Auctions using the Bidsquare Site and/or Bidsquare Platform, and is incorporated by reference into the Agreement between Participant and Bidsquare. Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to such term in the Agreement or the Terms and Conditions. (a) Licenses and Permits. All Auctions posted or listed by Participant on the Bidsquare Site or being promoted through the Bidsquare Services are exclusively being conducted by Participant, and Participant is exclusively responsible for obtaining all licenses, permits or approvals in connection with such Auctions. Participant acknowledges that Bidsquare is merely providing it with technology to enable Participant to promote its Auctions and to enable online bidding or purchasing for Auctions conducted by Participant. (b) Terms of Bidding and Sale. In connection with each Auction conducted by Participant through the Bidsquare Service or the Bidsquare Site, Participant shall post on the Bidsquare Site all terms and conditions applicable to such Auction (“Auction Terms”) with which Buyers are required to comply when bidding or purchasing at such Auction; including, without limitation, (i) any pre- registration or approval requirements, (ii) bidding rules and restrictions (which rules shall not disadvantage electronic bids received through the Bidsquare Site at Auctions), (iii) terms of payment between the Buyer and the Participant; (iv) inspections rights; (v) shipping terms; (vi) methodology of making inquiries about listed Property; (vii) Buyer’s deposit, if applicable, and (viii) the payment of any auction fees by the successful Buyer. Participant is required to maintain the Auction Terms throughout the Auction period and for three months thereafter. Participant agrees to be bound by its Auction Terms. Participant has the final determination with respect to the bidding on Property, the sale of the Property, and the resolution of disputes between Buyers. Participant agrees to treat online and floor bidders fairly and in accordance with the Agreement. To the extent that a Buyer engages a third-party introduced by Bidsquare for shipping Property purchased through the Bidsquare Site, Participant agrees to coordinate with such third-party so that the third-party can fulfill such shipping services. Notwithstanding the foregoing, Bidsquare is not a party to any shipping arrangements made by a Buyer. (c) Posting of Information Regarding Property to be Auctioned. Participant shall post on the Bidsquare Site a true, accurate and complete description of each Property listed for sale at any Auction by Participant, and shall not omit any information, images or documents of which Participant is aware of or with reasonable diligence should know about such Property which would negatively affect the value of the Property. The Information regarding each Property posted by Participant may include text descriptions, documents, images, and links to videos. Participant is solely responsible for the truth, accuracy and completeness of the Information posted regarding Property and shall have secured all rights necessary for the Information to be posted on the Bidsquare Site and used in accordance with the Agreement and the Terms and Conditions. Participant is responsible for any Information or text, images, documents and/or videos, which may viewable or accessible through any links it posts on the Bidsquare Site to websites or webpages not a part of the Bidsquare Site. Participant may update, append or remove the Information posted regarding Property from time to time, provided, however, that Participant will notify any persons who have submitted bids of any such update, append or removal of Information in a timely manner. To the extent that any such update, append or removal of Information affects the Property value or materially changes the Property description, Participant shall permit any persons who submitted bids prior to any such update, append or removal of Information the opportunity to rescind or modify their bids after being provided notice of such update, append or removal of Information. (d) Privacy Policy. In connection with each Auction listed by Participant on the Bidsquare Site, Participant shall post of copy of or provide a link to Participant’s current Privacy Policy. Participant shall hold, maintain, use and share strictly in accordance with the posted Privacy Policy all 12 information regarding all potential bidders and Buyers accessing such Auction or submitting bids through the Bidsquare Site or Bidsquare Services, where such bidder or Buyer information is collected by Participant through the Bidsquare Site or shared with Participant by Bidsquare. (e) Prohibited Items. Participant agrees not to offer any Property on the Bidsquare Site or through an Auction if the offering or sale of such Property violates any policy set forth in the Terms and Conditions or these Terms of Use, any applicable Laws, or may otherwise subject Participant, Bidsquare, or the Buyer to potential liability. Participant will be solely responsible for determining whether the offering or selling of Property may violate applicable Laws. Without limiting the foregoing, Participant agrees not to offer as part of an Auction: (i) any Property of a plant or animal species that is protected as endangered or threatened under applicable national or local law; (ii) pornographic or obscene material; (iii) perishable items; (iii) Property that is prohibited for sale under applicable Laws, including, but not limited to, those relating to "foreign asset control" or "economic sanction" restrictions and regulations; (iv) Property or Information that may infringe upon or violate any third party's intellectual property rights, including, without limitation, copyright, patent, trademark, trade secret, moral right, proprietary rights or rights of publicity or privacy, or contain obscenity, pornography or be otherwise inflammatory; (v) Property which Participant is unable to deliver clear title to the Buyer upon completion of the Auction; or (vi) any other Property or Information that Bidsquare deems, in its sole discretion, to be inappropriate, offensive or in bad taste. (f) Deletion of Listing. Bidsquare may remove a listing and/or Auction from the Bidsquare Site and the Bidsquare Services, without prior notice or liability to the Participant, for any Property in Bidsquare’s sole and absolute discretion. Bidsquare shall not have any liability for removal of listing for any Property or an Auction pursuant to this Paragraph (f), and the determination by Bidsquare for such removal, shall be grounds for Bidsquare to immediately terminate the Agreement and Participant’s access to and use of the Bidsquare Site, Bidsquare Platform and Bidsquare Services. (g) Removal of Participant’s Information. Bidsquare reserves the right to take any action in its absolute and sole discretion, including, without limitation, modification or removal of Information, removal of an existing event or catalog and/or termination of the Agreement, as Bidsquare deems necessary or appropriate if, in Bidsquare’s absolute and sole discretion, the publication of the Information (i) may create liability for Participant and/or Bidsquare, or may cause Bidsquare to lose (in whole or part) the services of any of Bidsquare’s Internet business partners or any of Bidsquare’s Buyers; (ii) may infringe upon or violate any third party's intellectual property rights or rights of publicity or privacy; (iii) may violate any law, statute, ordinance or regulation; (iv) may be defamatory, libelous, illegally threatening or harassing; (v) contains obscenity, pornography, inflammatory or unsightly statements or images or is inappropriate for display in connection high quality auctions; (vi) contains a virus or other damaging programming, or (vii) in any way violates the Agreement. (h) Rules of Use by Participant. Participant's right to use the Bidsquare Services and the Bidsquare Site are personal to Participant, its employees and agents (if applicable). Participant, and not Bidsquare, is exclusively responsible for all Information and other data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Participant Content") posted via the Bidsquare Service or on any Bidsquare Site. Participant represents and warrants to Bidsquare that Participant owns or has an appropriate license to use all Participant Content posted on the Bidsquare Site. With respect to the Participant Content on the Bidsquare Site or provided to Bidsquare in connection with the Bidsquare Services (including banner ads, marketing materials and other communications), Participant agrees notto: (1) post, upload or otherwise transmit any content which is misleading to others or impersonate any person or entity or falsely state or otherwise misrepresent Participant's affiliation with a person or entity to others, including, but not limited to, consumers; (2) post, upload or otherwise transmit any content that is threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially and ethnically objectionable; 13 (3) post, upload or otherwise transmit any content that Participant does not have a right to post and transmit under any law or under contractual or fiduciary relationships (such as information and documents protected by any nondisclosure agreement to which Participant is a party); (4) post, upload or otherwise transmit any content, such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party; (5) post, upload or otherwise transmit any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or attempt to access the accounts of others, or attempt to penetrate security measures of Bidsquare, its vendors or suppliers or other entities' systems ("hacking"), whether or not the intrusion results in corruption or loss of data; (6) post, upload or otherwise transmit any materials that impose an unreasonable or disproportionately large load on Bidsquare’s infrastructure that exceed the limits provided by Bidsquare; (7) post, upload or transmit any unsolicited or unauthorized advertising, promotional materials, "spam," "chain letters," "pyramid schemes," or any other form ofsolicitation; (8) interfere with or disrupt the Bidsquare Site or the Bidsquare Services, or its servers, networks connected to the Service, communications, or disobey any requirements, procedures, policies or regulations of networks connected to the Bidsquare Service; (9) intentionally or unintentionally violate any applicable Law; (10) forge any headers or other manipulation of identifiers in order to disguise the origin of any content transmitted through the Bidsquare Site or the Bidsquare Service; (11) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; or (12) post or disclose any personal or private information or images about children or any third party without their consent (or a parent's consent in the case of a minor). Improper Uses Prohibited. Participant agrees that it will use the Bidsquare Site and the (i) Bidsquare Services exclusively for conducting and promoting Participant’s Auctions solely in accordance with the Agreement. Participant shall not use the Bidsquare Service or Bidsquare Site, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Participant agrees that Participant will not modify, copy, distribute, transmit, display, perform, reproduce, decompile, publish, license, create derivative works from, frame in another web page, use on any other Web site or transfer the Bidsquare Platform or the Bidsquare Site other than for use as contemplated herein. Participant agrees that Participant will not use, or permit its employees and agents to use, the Bidsquare Services, Bidsquare Platform and/or Bidsquare Site, in any manner that could damage, disable, overburden, or impair the Bidsquare Services, Bidsquare Site or Bidsquare’s servers or internet connections, or interfere with any other party's use and enjoyment of the Bidsquare Services. Participant may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Bidsquare Service or the Bidsquare Site. Except with the written permission of Bidsquare, Participant agrees that Participant will not access or attempt to access password protected, secure or non-public areas of the Bidsquare Platform, the Bidsquare Site or of Bidsquare’s computer systems. Attempts to access prohibited areas of the Service or Bidsquare’s computer systems, may be subject to prosecution. (j) Control. Bidsquare does not pre-qualify or certify persons bidding on or buying Property through Bidsquare Site. Bidsquare and its agents have no control over the identity, quality, or ability to complete the purchase of Property auctioned as part of Participant. Bidsquare shall not be responsible for Buyers participating through the Bidsquare Site. Bidsquare and its agents do not promise or guarantee that a Buyer will actually complete a transaction, and they shall have no liability in the event that a successful Buyer fails to consummate a transaction. Participant shall have sole and complete responsibility for reviewing and vetting the bidding and payment histories of all Buyers, and for approving and declining Buyers, and assumes all risks associated with Auction Buyers, including, without limitation, that a successful Buyer may rescind a bid, fail to pay for an item, or otherwise fail to complete a transaction. (k) Matters Relating to Conducting Auctions. (1) Shill Bidding is Prohibited. Shill bidding (bidding by Participant, or its affiliates or representative(s) on items listed for auction by Participant to artificially inflate prices) is strictly prohibited by Bidsquare. Violations of this policy may result in a range of actions, including, but not limited to, at Bidsquare’s sole determination: (a) Property or Auction cancellation; (b) forfeiture of fees paid to Bidsquare (c) referral to law enforcement personnel. (2) Computer Terminals. Participant agrees to provide, at its own cost and expense, a computer terminal with a high speed internet connection and a representative to exclusively monitor only Bidsquare’s online bidding through the Bidsquare Site and to communicate bids for online Buyers at each Auction. (3) Video and Audio. Bidsquare may offer Participant access to audio and video technology through the Bidsquare Platform for the purpose of Participant offering web casts through the Bidsquare Site. Participant may choose to use those services at their sole discretion for a per diem fee plus equipment rental fee. Participant must agree to pay all fees relating to audio and video broadcasting, which it understands shall be greater than the regular per auction fee. Bidsquare reserves the right to monitor the video, and in its sole discretion, to terminate the video if Bidsquare deems there to be an abuse of it. (4) No Guarantee. Bidsquare does not guarantee that its auction technology, the Bidsquare Site, the Bidsquare Platform or any related services will meet Participant's requirements or be uninterrupted or error-free. Bidsquare does not guarantee real-time performance of any service or that Bidsquare will execute all absentee bids. (l) Miscellaneous. Bidsquare may terminate Participant's Agreement and/or access to the Bidsquare Site and suspend the Bidsquare Services for a violation of these Terms of Use. Bidsquare reserves the right to amend and modify these Terms of Use at any time, consistent with the Terms and Conditions.