USER AGREEMENT made the 14TH day of Janaury, 2005.

B E T W E E N :

WWW.THECLUBAUCTIONSALES.COM, a Company having it’s Head Office in the Province of Ontario, (Hereinafter referred to as the “The!Club”)

- and -

THE USER, any person or company or entity registering for service on the Site, (Hereinafter referred to as the “The User”)

WHEREAS The!Club carries on business which include:

(i) Providing a venue for members to list and sell items from an internet based auction web site
(ii) Providing a venue for members to bid and buy items from an internet based auction site;
(iii) Providing a venue through which members can communicate with each other to complete transactions

AND WHEREAS the User wishes to use The!Club Services upon the terms and subject to the conditions hereinafter contained; THIS AGREEMENT WITNESSETH that for and in consideration of the mutual covenants and agreement herein contained, it is agreed by and between the parties hereto as follows:

1.0 DEFINITIONS Where used in this Agreement or in any amendment, the following terms shall have the following meanings respectively;

1.1 “Agreement” means this User Agreement and all instruments supplemental to or in amendment or confirmation of this Agreement. All Rules and Regulations of The!Club shall form part of this Agreement;

1.2 “best of knowledge” shall mean the actual knowledge of the User and The!Club or any employees thereof and the knowledge which they would have had if they had conducted a diligent inquiry in to the relevant subject matter;

1.3 “The!Club” and “The Club Auction Sales” and “the Site” means the Web Site presently and heretofore being www.theclubauctionsales.com and any additional sites or sub sites, and web pages in existence or to be added in the future.

1.4 “USER” means any person or company or personal and entities which apply for registration on the site.

1.5 “Seller” means any person listing and selling items on the site;

1.6 “Buyer” means any person engaging in bidding or buying activities on the Site;

1.7 “Effective Date” means the date of registration of any User;

1.8 “Fees” means any amounts which are collectable for the use of the site by a registered buyer

1.9 “Special Promos” means any discounted fee schedule which may be implemented on the Site for limited time

1.10 “parties” means the User, and The!Club collectively and “party” means any one of them;

1.11 “Premises” means the website www.theclubauctionsales.com and any additional sites or sub sites, and web pages in existence or to be added in the future;

1.12 “Closing Date” means date that any item is bought or sold through the use of The!Club

1.13 All dollar amounts referred to in this Agreement are in United States funds.


2.0 SUB AGREEMENTS

2.1 The following are the Sub Agreements They can be found on the Site and are incorporated in this Agreement by reference and deemed to be part hereof:

1 - Rules and Regulations;

2 - Fees, Billing and Collection;

3 - Prohibited Items;

4 - Privacy Policy

5. - Licences:

6 - Agreements, Contracts and Leases;

7 - Non-Competition Agreement;

8 - Employee Information;

3.0 VENUE SERVICES

3.1 Binding Contract

Subject to the terms and conditions hereof, the Users as the case may be agree to sell, assign and transfer to the buyer and the Buyer agrees to buy from the Seller, as offered or represented for sale on the Site at and from the Closing Date, and encompass the aforementioned property and assets, of every kind and description and wheresoever situate (except for the Excluded Assets which may be listed as specific terms in the auction listing).

3.1.1 The Users agree that all offers for sale accepted and all Offers to Purchase through bidding or Buying will be considered a binding contract enforceable by law by either Party. Please refer to Rules and Regulations;

3.1.2 Prohibited Items
The Users agree that they shall not engage in the Buying of items which are listed as Prohibited Items banned from sale on the Site.

3.1.3 The Users agree that they shall only offer items for sale that they are available to sell. No Illegal items shall be listed (ie: stolen merchandise)

3.1.4 The Users agree not to participate in the sale of or purchase of items which exploit the disadvantage of others.

3.1.5 Fraud
In the event that fraud is found in the sale or purchase of any items or as may be defined by the Site Rules and Regulations as posted The!Club retains the right to suspend any member or members for using it’s services in the future.

3.1.6 Service and Company
The User agrees that The!Club is just a service for them to transact with others on and is not liable or responsible for any transaction between members on the Site
All Users agree they will not hold The!Club, it’s employees, Owners, Directors, Assigns, Officer’s, Heirs or Creators liable for any loss which may occur in any manner whatsoever.
All Users agree they understand that The!Club is not actually an auctioneer and is not in any way involved in the individual transactions which take place on the site.
Users Agree they are 18 years of age or Older. Children are not allowed to use this site.
3.1.7 Use
(1) The User declared use is that of an internet auction site and shall use the Site for the purpose of selling legal merchandise and services only. The User shall have the right to use the premises on a 24-hour-a-day, 7 days a week basis, subject to municipal regulations, and internet availability. The!Club is in no way responsible for User problems with computers, internet service providers, browsers, cookies, weather or other unavailability of the site for undetermined reasons .

(2) The User shall not do or permit to be done at the Premises any thing which may:

(a) constitute a nuisance;
(b) cause any damage to the Site;
(c) cause injury to other members of the Site;
(d) make or void or voidable any insurance;
(e) constitute a breach of any by-law, statute, order or regulation of any municipal, provincial or other competent authority relating to the Site.

(3) The User agrees to the following

(a) They are 18 years of Age or older
(b) they will maintain a valid email address
(c) all contact information including addresses and phone numbers will be kept up-to-date and valid.

3.1.7 all customer lists, files, data and information relating to customers and prospective customers of the Site are protected by the Privacy Policy

3.1.8 all Users agree there will be some repair and maintenance time for the site which may occur and the!Club is able to enact these repairs and maintenance without any legal liability for losses which may potentially occur during these times:

3.2 FEES
3.2.1 There are no fees for registering as a buyer on the Site
3.2.2 The User agrees that they shall pay all Fees for selling including but not limited to listing fees, final value fees, listing upgrade fees, monthly subscription fees.

ACTS OF DEFAULT AND The!Club REMEDIES

(1) An act of default has occurred when;

a) the User has failed to pay Selling Fees for a period of 60 consecutive days, regardless of whether demand for payment has been made or not;
b) The User has failed breached his covenants or failed to perform any of his obligations under this Agreement; and

(i) The1club has given 5 days notice specifying the nature of the default and the steps required to correct it by email; and
(ii) the User has failed to correct the default as required by the notice.
c) the User has;
(i) become bankrupt or insolvent or made an assignment for the benefit of creditors;
(ii) had its property seized or attached in satisfaction of a judgment; (iii) had a receiver appointed;
(iv) The Site is used by any other person or persons or for any other purpose than as provided for in this Agreement without the written consent of the The1club.

(2) When an act of default on the part of the User has occurred:

a) the current Fees shall become due and payable immediately; and
b) If because an act of default has occurred, The!Club exercises his right to terminate this membership, the User shall nevertheless be liable for payment of fees and all other amounts payable by the User in accordance with the provisions of this Agreement:

(i) The!Club shall have the right to legal action for non-payment of Fees and any costs required either legally or for collection.
(ii) All NSF payments are subject to a $15.00 charge.
(iii) All Fees are non-refundable unless otherwise expressed under the Fees and Charges section of the Site
(iv) All Fees are due and payable monthly and shall be collected by credit card or other acceptable means of payments as expressed under the Fees and Billing sections of this Site.
(v) In the event a technical , computer or Human error an Account is over billed The!club shall have the right to correct such errors without Court involvement.
(vi) all overdue accounts will be subject to 1.5% interest per month.

3.3 Liabilities

3.3.1 The!Club will not assume and will not be liable for, and the User will indemnify The1Club from and against, all obligations, commitments and liabilities of and claims against the Vendor (whether absolute, accrued or contingent) relating to the Business. Without limiting the generality of the foregoing, it is agreed that the Purchaser will have no liability for any of the following obligations or liabilities.
3.3.2 The User agrees to hold The!Club harmless against all third party claims which may arise as a direct or indirect use of the Site and to pay all Judgments, Legal Costs and other costs associated with any such claim.
3.3.3 the User shall be responsible for all liabilities for any taxes or governmental charges associated with sue of the Site

4.0 NAMES AND SYMBOLS

4.1 The User agrees that the Names and symbols of the site are the property of the site and shall be deemed as copyrighted or trademark (from the date first thought of being January 1, 2004) whether proper paperwork has been completed or not and the user shall not duplicate any name or symbol without express written consent of The!Club including but not limited to;
4.1.1 The!Club, The Club Auction Sales, WWW.theclubauctionsales.com, or any variation thereof
4.1.2 Any logo used by the Site

5.0 NON-ASSUMPTION OF LIABILITIES

5.1 It is understood and agreed between the parties that The!Club is not assuming and shall not be liable or responsible for any liabilities, debts or obligations of the User or the business existing or accruing at the Closing Date, whether or not relating to the Business and the User shall indemnify and save harmless The1Club, its officers, directors, employees, agents and assigns from and against all costs, expenses, losses, claims or liabilities, including reasonable legal fees and disbursements, suffered or incurred by The!Club or any person arising out of any liabilities, debts and obligations of the Business.

6.0 COVENANTS, REPRESENTATIONS, WARRANTIES

6.1 The!Club gives no covenants, representations warranties in connection with use of the Site or any transactions that take place thereon or therefrom.
6.2 The User shall have obtained or shall undertake to obtain the transfer of all permits, licences, certifications, authorizations or approvals of, or notifications to, any federal, provincial, municipal or local government or governmental agency board, commission or authority on or before registration:

6.2.1. in connection with the execution, delivery or performance by the User of this Agreement or the completion of any of the transactions contemplated herein;
6.2.2 to avoid the loss of any permit, licence, certification or other authorization relating to the Business; or
6.2.3 in order that the authority of the User to carry on the Business in the ordinary course and in the same manner as presently conducted remains in good standing and in full force and effect as of and following the closing transactions contemplated hereunder.
6.2.4 The User is conducting the Business in compliance with all applicable laws, rules and regulations of the jurisdiction in which the Business is carried on and is not in breach of any laws, rules or regulations and is duly licensed, registered or qualified in the jurisdiction in which the Vendor owns property and carried on the Business, to enable the Business to be carried on as now conducted, and its property and assets to be owned and operated and all licence, registrations and qualifications are valid and subsisting and in good standing and none of the same has or may have any adverse effect on the operation of the Business.
6.2.5 The User is now and on the Closing Date will be

6.2.5.1 duly authorized and licensed to own its properties and to carry on its businesses, as presently owned and carried on by it;
6.2.5.2 having the power and authority and right to sell the Assets in accordance with the terms of this Agreement and to perform all of the User’s obligations under this Agreement; and
6.2.5.3 be of the age of 18 years or older and legally able to enter into this agreement.

TERMS OF SALE 7.0

7.1 All of the terms, covenants and conditions of this Agreement to be complied with or performed by the User at or before the Closing Date shall have been complied with or performed.
7.2 As at the Time of Closing on the Closing Date, the Buyer shall beneficially own, possess and have marketable title to the Purchased assets free and clear of any and all mortgages, pledges, liens, charges, claims, rights, demands, restrictions, security interests or encumbrances of any kind whatsoever.
7.3 There shall have been obtained from all appropriate federal, provincial, municipal or other governmental or administrative bodies such approvals or consents as are required to make the change of ownership of the Purchased Assets contemplated hereby.

8.0 INDEMNITY BY VENDOR

8.1 The user covenants and agrees to indemnify The!Club from and against all costs, claims, demands, suits, actions and damages to which The!Club may be put or may suffer arising or resulting directly or indirectly from:

(a) any misrepresentation, or breach of any representation or warranty made by the User agreeing to this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby;
(b) any warranty or representation of the User proving to be false or untrue in whole or in part;
(c) any failure by the User to perform of fulfill any of its covenants or agreements contained in this Agreement, or in any document given in order to carry out the transactions contemplated hereby; and
(d) all costs and expenses including, without limitation, legal fees on a solicitor and client basis, incidental to or in respect of the foregoing.

9.0 NOTICES

9.1 Any notices required or permitted to be given to the Parties under this Agreement shall be in writing and shall be sufficiently given if delivered by email, to the parties as follows:

(i) to the User at: the email address provided for registration
(ii) The!Club at: legal@theclubauctionsales.com

10.0 ENTIRE AGREEMENT

10.1 This Agreement, including the Sub Agreements on the site, constitutes the entire agreement between the parties. There are not and shall not be any verbal statements, representations, warranties, undertakings or agreements between the parties. This Agreement may be amended or modified in any respect by The!Club and such modifications shall be deemed to be effective 14 days from the posted modification date. Email Notices shall also be sent. The last date this Agreement was modified was N/A


11.0 HEADINGS AND DESCRIPTIONS 11.1 The headings and marginal descriptions of all paragraphs are inserted for the convenience of reference only and shall not effect the construction or interpretation of this Agreement. 12.0 JOINT AND SEVERAL 12.1 If the User is constituted by more than one person, their obligations hereunder as the User are joint and several, and all obligations of the User are joint and several. 13.0 SUCCESSORS AND ASSIGNS 13.1 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 14.0 TERMINATION OF USE OF SITE 14.1 The!Club reserves the right to terminate or refuse any membership at any time without notice. 15.0 Laws and Court Actions 15.1 All legal actions involving The!Club shall be made in the Courts of the Province of Ontario and in accordance with the Laws of the Province of Ontario. 16.0 Electronic Signature 16.1 Registration for the Site shall constitute an electronic signature to agreement of all Terms contained in this Agreement or any Sub agreements and any amendments which may be made from time to time as herein set out.