PARTICIPATION AGREEMENT

Welcome to the www.marketfleet.com site (the "Site"), and/or the MarketFleet marketplace software (the "Software") and selling services (the "Services"). Any person who wants to access the Site and/or use the Software or Services to sell items must accept the terms and conditions of this Participation Agreement without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.

MarketFleet, LLC ("MarketFleet"), a Delaware limited liability company, reserves the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site, Software, or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site or the site of a third party retailer where the Software may be hosted ("Third Party Retailer Site"). All notice of changes to this Participation Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND/OR THE SOFTWARE OR SERVICES FOLLOWING MARKETFLEET'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, DO NOT CONTINUE TO USE THE SOFTWARE, SERVICES, OR THIS SITE.

ELIGIBILITY

Use of the Site or Software and Services is limited to parties that lawfully can enter into and form contracts under applicable law. Minors are not allowed to use the Services. To register, you must provide your real name, address, phone number, e-mail address, and valid credit card information. You represent and warrant that: (a) you can lawfully enter this Agreement; and if you are a business, (b) you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Services within such country; and (c) you have all requisite right, power and authority to enter into this Participation Agreement and perform your obligations hereunder.

SELLERS' LISTING FEES AND PAYMENT TERMS

Please review the Fee Schedule and Payment Terms contained in the Seller Fees and Payment Terms page for Marketplace listing fees. All listing fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The Fee Schedule and Payment Terms may vary in the future. The Fee Schedule and Payment Terms in effect on the date of sale of the item shall govern the transaction. You should check the fees and terms each time you participate. All fees, including but not limited to subscription plan fees, are payable upon demand on a Visa, MasterCard, American Express, Discover, JCB, or Diners Club credit card. Although MarketFleet's customary practice is to retain all Seller's fees from the Buyer's payment prior to disbursing funds to Seller less such fees, by listing an item for sale on the Site, you authorize MarketFleet to charge your credit card for amounts due if necessary to do so.

APPLICABLE POLICIES AND GUIDELINES

You agree to abide by the procedures and guidelines--contained in the Terms of Use and elsewhere on the Site or on the Third Party Retailer's Site--for conducting fixed price sales, which are incorporated by reference into, and made part of, this Participation Agreement. The procedures and guidelines contained in the Terms of Use and elsewhere on the Site or Third Party Retailer's Site explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. You should refer regularly to this Agreement, the Terms of Use, and the "Prohibited Merchandise" section on the Site to understand the current procedures and guidelines for participating and to be sure that the items you offer for sale can be sold on the Site. For each item you list on the Site, you will provide to us the state or country from which the item ships. You will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available. You will not send customers emails concerning shipping confirmation of products you sell (except that to the extent we have not yet enabled functionality for your account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of products you sell in a format and manner reasonably acceptable to us). Promptly after shipment of a customer's order (or any portion of the customer's order), you will accurately inform us that the order has been shipped (and, in the case of a customer order that is shipped in more than one shipment, accurately inform us which portion of the order has been shipped), using our standard functionality for communicating such information when we make that functionality available to you ("Confirmation of Shipment"). If you fail to provide Confirmation of Shipment within the time frame specified by us (e.g., 30 days after the date an order was placed), we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us. You will comply with any instructions from the manufacturer, distributor and/or licensor of a product regarding Date for Delivery (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which such product should not be delivered or otherwise made available to customers) or the Date for Disclosure (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly).

MARKETFLEET'S ROLE

MarketFleet provides a platform for third-party sellers ("Sellers") and buyers ("Buyers") to negotiate and complete transactions. MarketFleet is not involved in the actual transaction between Sellers and Buyers and is not the agent of and has no authority for either for any purpose. As a Seller, you may list any item on the Site unless it is a prohibited item as defined in the procedures and guidelines contained in the "Prohibited Merchandise" section and in the Terms of Use, or otherwise prohibited by law. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the item for sale. As a Seller, you use the Site, Software, and/or the Services at your own risk.

THE MARKETFLEET PAYMENT SERVICE

IN ORDER TO SELL ITEMS IN MARKETPLACE, YOU MUST REGISTER WITH MARKETFLEET AND USE THE MARKETFLEET PAYMENT SERVICE (the "Payment Service").

a. The Payment Service facilitates the purchase of Seller items listed on the Site. A Buyer's authorized credit card payment ("Payment Transaction") is credited to a registered Seller's Account Summary, and funds are periodically transferred to the Seller's designated checking account, to Seller via Check, or to Seller's PayPal account (collectively or individually, "Seller's Account"). The Buyer may authorize a Payment Transaction with any major credit card accepted by MarketFleet. The Payment Service helps facilitate Marketplace transactions and is not the purchaser of the Seller's goods. Seller will resolve any dispute directly with Buyer or with the assistance of the MarketFleet End to End Guarantee and not through the Payment Service. Seller must register online with MarketFleet to use the Payment Service. You must provide us true and accurate information when registering and must maintain and update that information as applicable. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes us to verify his or her information (including any updated information), to obtain credit reports about Seller in order to approve Seller for use of the Payment Service and also from time to time while Seller is registered with the Payment Service (including credit reports about Seller's spouse if Seller lives in a community property state), and to obtain an initial credit authorization from Seller's credit card issuer at time of registration.

b. The Payment Service is available only to individuals and others who meet the terms of eligibility for the MarketFleet online selling community, who have been issued a credit card acceptable by MarketFleet, and whose applications are acceptable to MarketFleet. Payment Transactions can be credited only to bank checking accounts in the United States or any other country shown as supported by our standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice). Sellers waive any rights with respect to the Payment Service when shipping to an address other than that provided by the Payment Service.

c. The Payment Service is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We can initiate Payment Transaction credits to Seller's Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Participation Agreement, a Business Day is a Monday through Friday, excluding federal banking holidays. We will inform you of each completed transaction using our standard procedures. In addition, you can access your Payment Service transaction information online in your Seller Account. You may access the Seller's Transactions feature only with a browser that is compatible with the Payment Service, including any security features that are a part of the Payment Service.

d. You may provide refunds or adjustments to Buyers for their Marketplace purchases through the Payment Service using functionality we enable for your account. This functionality may be modified or discontinued by us at any time without notice and is subject to the limitations in the Terms of Use and/or the Privacy Policy and the terms of this Participation Agreement. You may not create invoices for Marketplace sales.

e. All balances for a given 14-day period will be reflected in the Seller's Account Summary. We will initiate a credit to Seller's Account on a rolling 14-day cycle ("Payment Date") based on the original date of Seller's registration with the Payment Service or on the next Business Day if the scheduled Payment Date falls on a non-Business Day. If Seller requests a change to the scheduled Payment Date, the 14-day cycle will be reset to the requested Payment Date. When you either initially provide or later change your bank account information, you must wait 7 days to request a transfer to Seller's Account. After 7 days, you may request transfers to Seller's Account at any time within the 7-day cycle via the Seller's Account Summary page. We will initiate a transfer to Seller's Account on each Payment Date and, initiate a transfer to Seller's Account for the total amount of Payment Transactions you received from Buyer's authorized credit card transactions, less any refunds, adjustments, or other amounts paid to Buyers in connection with Marketplace purchases, or for funds you otherwise received since the last Payment Date. The amount of the fees for Payment Transactions will be posted to Seller's Account Summary and will be deducted from the balance of credits in the Seller's Account Summary to be remitted to you on the next Payment Date.

f. Transfers to the Seller's Account will generally be credited within 5 Business Days of the date we initiate the transfer. On occasion, we may send Seller a paper check instead of an electronic credit to Seller's bank account. We will do so, for instance, if Seller's bank will not accept an electronic credit to Seller's Account.

g. As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. We will not be liable to Seller: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us for a security reason, or (ii) if we permit a Buyer to withdraw from a transaction because the Payment Service is unavailable following the commencement of a transaction.

h. If we reasonably conclude based on information available to us that Seller's actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks, or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Participation Agreement for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with this Participation Agreement. We will not be liable to Seller if we act in accordance with the provisions of this Section.

i. All notices will be sent by e-mail or will be posted on the Site, Third Party Retailer Site, or by any other means then specified by MarketFleet. We will send notices to Seller at the e-mail address maintained in MarketFleet's records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Seller will send notices to us using the functionality for contacting MarketFleet provided in our Terms of Use and the "Contact Us" page.

j. There is no fee for registering for the Payment Service. The fees for using the Payment Service in Marketplace listings are included in the Marketplace listing fees (which means there are no additional fees for use of the Payment Service). We may, in our sole discretion, waive, reduce, or reverse charges or fees for a specific transaction.

k. We may refuse service to anyone for any reason. We may earn interest or other compensation from the balances in our bank accounts that result from the timing difference between our being paid by Buyer and our bank account being debited to pay Payment Transaction credits to Seller. Seller will bear all risk of fraud or loss, including the risk of credit card fraud. We reserve the right to seek reimbursement from Seller if we, in our sole discretion, decide to reimburse Buyer under the terms of the MarketFleet End to End Guarantee, provide a refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for the amount of Buyer's purchase from Seller. We may obtain reimbursement of any amounts owed by Seller to MarketFleet by deducting from future payments owed to Seller, reversing any credits to Seller's Account, charging Seller's credit card, or seeking such reimbursement from Seller by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or checking account.

l. Seller may terminate his or her participation in the Payment Service at any time by informing us using the standard method then-currently provided by MarketFleet for such termination, and we may terminate Seller's participation in the Payment Service at any time without notice to Seller. Upon termination, Seller must pay us whatever fees were incurred prior to the effective date of the termination. Also upon termination, any pending transactions will be canceled.

m. We reserve the right, upon termination, to set off against any payments to be made to Seller, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with Marketplace purchases from Seller's Account or GC Account for a prospective three-month period. At the end of such three-month period following termination, we will disburse to Seller any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Buyers, or seek reimbursement from Seller via any of the means authorized in Section k. above for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Buyers, as applicable.

MARKETFLEET RESERVATION OF RIGHTS

MarketFleet retains the right to determine the content, appearance, design, functionality and all other aspects of the Site, Software, and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Participation Agreement) that has been charged for an order that we stop or cancel.

MARKETFLEET PARTICIPATION

Employees of MarketFleet and its affiliates are permitted to participate in their personal capacity (i.e., not as MarketFleet employees, representatives, or agents of MarketFleet or its affiliates) in the transactions conducted through this Site or Software (unless they have confidential information about a particular item). Employees of MarketFleet and its affiliates, when participating in any transaction in their personal capacity, are subject to this Participation Agreement and the same procedures and guidelines contained in the Terms of Use and Seller Fees and Payment Terms as any Buyer or Seller on this Site.

PROHIBITED MERCHANDISE

Unless otherwise expressly permitted in writing by MarketFleet, Seller shall not promote, offer for sale, or provide MarketFleet with listings that contain any of the following items or categories: