Seller Agreement

The GSEmarket.com World Wide Web Site (the "Site") is provided to you by GSEMarket, LLC. (the "Company"), and is subject to the terms and conditions of this Seller Agreement ("Agreement") and any rules or procedures established by the Company from time to time which are posted on the Site whether by clicking on Site buttons or otherwise.

BEFORE LISTING ANY ASSET FOR SALE ON THIS SITE, PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS THESE ACTIVITIES.

By selecting the "yes" button next to the phrase "DO YOU ACCEPT THE TERMS LISTED IN THE SELLER AGREEMENT?" you accept the terms and conditions of this Agreement and shall be bound by them.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT SELL ANY ASSET ON THE SITE OR POST ANY ASSET FOR SALE OR ANY OTHER INFORMATION TO THE SITE.

Terms and Conditions

1. The Site. The Site is a forum for the buying and selling online of various aviation ground service equipment (hereinafter an "Asset" or "Assets"). (You, as a seller of Assets on this Site are hereinafter referred to as the "Seller" or "you".) The Company is not a party to any such Asset sale other than as a broker entitled to its Listing Fee and, if applicable, the Awarded Bid Fee (collectively hereinafter called "Fees") described under the Seller Fees tab at the bottom of the Seller Login page on this Site all the terms of which are hereby incorporated by reference into this Agreement. The Company has no control over, and shall not be responsible for the quality, safety or legality of any Asset, or the truth or accuracy of any information or representation posted on the Site. You as the Seller agree to pay to the Company all Fees at the time such Fees are due.

2. Modifications. The Company may, in its sole discretion, amend this Agreement, at any time, by posting an amended Seller Agreement on the Site; provided, however, any change to the Fees shall only be applicable for Assets you list for sale on the Site after such change in the Fees. Except as to Fees as described in the preceding provision, such amended Agreement will become effective upon the posting of such Agreement on the Site. Continued use of the Site after such effective date constitutes your acceptance of the amended Agreement. The Company reserves the right, for any reason and at any time, in its sole discretion, to modify, suspend, or terminate any portion of the Site without notice.

3. Registration. To use the Site as a Seller, you must register with the Company on the Site. Only individuals of the Seller who are authorized to form legally binding contracts on behalf of the Seller are eligible to register as a Seller on the Site. As used in this Agreement, the term "you" refers to both the individual user and the Seller that the individual user represents. In requesting a registration, or in any other communication with the Company, you may not impersonate or misrepresent an affiliation with any other person or entity, nor may you attempt to communicate with the Company in an anonymous manner. Upon your completion of a registration application and acceptance of this Agreement, your registration application will be reviewed by the Company. The Company may, in its sole discretion, reject your application for any reason and/or terminate your access to the Site at any time for any reason.

4. User Name and Password. If your registration application is approved, the Company will notify you and your user ID and password will be activated. Each user ID and password may only be used by you on behalf of the business that you represent, as indicated on the applicable registration application. You will be responsible for the confidentiality and use of your user ID and password, and you will be held solely responsible for all communications made through the Site using your user ID and password. You must immediately notify the Company if you become aware of any loss or theft of your password or any unauthorized use of your password, user ID, or of the Site.

5. Grant of License. Subject to the terms and conditions of this Agreement and any other rules or procedures established by the Company from time to time, the Company hereby grants to you a revocable, nonexclusive, nontransferable license, without the right to sublicense, to use this Site solely for your purposes as a Seller. Except as expressly set forth herein, you may not modify, copy, distribute, transmit, reproduce, publish, license, transfer, sell, mirror, frame, or otherwise use any information or content obtained from or through the Site. You represent and warrant to the Company that you will not use this Site for any purpose that is unlawful or prohibited by this Agreement. You are responsible for providing, at your expense, all communications lines, hardware, software, services and other materials and technology necessary for you to access the Site. The Company shall have no responsibility for any failure of such items or any failure or limitation of the Internet or other computer hardware or software.

6. Posting Information. You are solely responsible for maintaining and updating any information on an Asset which you desire to sell on the Site so that such information is current, complete, truthful and accurate at all times. You represent and warrant that you will not upload, post or transmit to or distribute or otherwise publish on or through the Site any material or information that: (i) uses descriptions of the Asset which are subjective such as "good working order" or the like; (ii) infringes or misappropriates any patent, copyright, trademark, trade secret or other proprietary right, (iii) violates any law, statute, ordinance, or regulation when posted on the Site or provided to the Company, (iv) is threatening, defamatory, libelous, harassing or profane, (v) contains a virus, Trojan horse, worm, time bomb or other component that may adversely affect any hardware or software, or that intercepts or expropriates any data or information, or (vi) includes bulk Emails, advertisements or solicitations.

7. Private Auction Sales. Assets are sold through a "private auction" sale on the Site. A private auction sale means that a bidder's identity on Assets for sale on the Site is kept secret from the other bidders during the period of the Auction and may be seen only by the Company and the Seller. By posting information to the Site pertaining to an Asset that you intend to sell at private auction, you create a "Listing." You must specify in the Listing an accurate description of the Asset and the duration of the Listing (the "Listing Period"). The Buyer will be responsible for arranging for the pick-up of the Asset or its shipping, pay the costs of such pick-up or shipment and other costs of transfer; under no circumstances will the Company be responsible for any such costs. Once a Listing is posted, it may be amended by you as the Seller but if such amendment materially detracts from the value of the Asset to a particular bidder, such bidder may withdraw their bid by email, explaining their reasons for withdrawal, to CustomerService@GSEmarket.com provided such withdrawal is made prior to the end of the Listing Period. You must also immediately correct any error in the Listing.

7.1.1 Listing an Asset for Sale. In posting a Listing, the Seller may, but need not, specify a minimum reserve price for the Asset (the "Minimum Price"). If a Seller desires a Minimum Price for an Asset but does not wish to disclose it to potential buyers, it shall still notify the Company of the Minimum Price. The Company reserves the right, but does not have an obligation, to immediately notify bidders on an Asset that their bid is below the Minimum Price set by the Seller but the Company will not notify any bidders of what the Minimum Price is.

7.1.2 Offering to Buy an Asset. Bidders wishing to buy an Asset (a "Buyer") listed may submit an offer on line through the Site only to purchase any Asset described in a Listing, thereby creating an "Offer." Each Offer must specify an offer price. By entering an Offer, the Buyer extends an irrevocable offer to purchase the associated Asset at the price set forth in the Offer. A Buyer may submit as many higher offers as it desires during the Listing Period and its highest offer shall be its final Offer for purposes of this Agreement. The Company reserves the right, but does not have an obligation, to immediately notify the bidding Buyer on an Asset that their Offer is not the current highest Offer for the Asset. Further, the Company reserves the right, but does not have an obligation, to notify the bidding Buyer on an Asset that their Offer has been outbid by another bidding Buyer and that they thus are no longer the highest bidder.

7.1.3 Acceptance of Offer. A Seller must and shall be deemed to have accepted the highest Offer received on the Site for the Asset during the Listing Period provided that it is at least equal to the Minimum Price if the Seller specifies a Minimum Price whether openly in the Listing or to the Company. The Company will provide the Seller with the contact information for the winning Buyer, and provide that Buyer with the contact information for the Seller.

7.1.4 Completion of Sales. The Seller must consummate the sale of the Asset on any accepted Offer and Seller hereby agrees that such accepted Offer is a valid, binding and enforceable contract against it and may also be specifically enforced by the Company as a third party beneficiary of this Agreement as well as the Buyer Agreement. The Seller shall not relinquish the Asset to the Buyer until the Buyer has paid the invoice sent by the Company for the Asset as described in Section 8.

7.1.5 Fees. As a Seller of an Asset, you as the Seller agree to pay the Company the Fees that result in an accepted Offer regardless if the sale transaction ultimately actually occurs between the Buyer and Seller.

7.1.6 Exclusivity. You agree not to circumvent the Listing by selling to a third party other than the Buyer or by entering into any side agreement with the Buyer and to report any Buyer who offers to do so and, in any event, you are obligated and bound to pay the Fees that would have resulted to the Company had the sale of the Asset been completed through the Site regardless of any such circumvention of the Listing howsoever done.

7.1.7 SELLER WARRANTY DISCLAIMER. The Seller warrants that it has title to the Asset free and clear of mortgages, liens or any other security interests and that the Asset conforms to its description in the Listing.

OTHER THAN THE REPRESENTATION AND WARRANTY IN THE PRECEDING SENTENCE, THE SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED) ABOUT THE ASSET AND SUCH ASSET IS SOLD TO THE BUYER "AS IS -WHERE IS - WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND INDUSTRY CUSTOMS AND TRADE PRACTICES.

8. Invoices. The Company will invoice the Buyer, on behalf of the Seller for each Asset sold on the Site. The invoice payment shall be made to the Company and the Company after deducting its Fees will remit the balance to the Seller on a monthly basis.

9. Additional Seller Representations and Warranties. As a Seller, you represent and warrant that: (i) any Asset described in a Listing posted by you shall not be fraudulent and shall be accurately represented by the Listing, (ii) you have the right, through actual ownership, to list any Asset described in a Listing posted by you and to sell such Assets through use of the Site, (iii) you shall not post information for any Asset which would be illegal to sell, or offer to sell, under applicable law, and (iv) payment of the applicable Fees to the Company shall not cause the Company to violate any applicable laws.

10. Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this Agreement or your use of this Site. You acknowledge and agree that the Company is only an intermediary that only relays information about certain Assets to interested parties. You agree that you will assume all responsibility in connection with choosing to sell any Asset, whether or not you posted such an Asset through this Site. The Company assumes no responsibility or liability for any claims that may result directly or indirectly from the Buyer/Seller relationship, including, but not limited to, tort, breach of contract or breach of warranty claims. YOU HEREBY RELEASE THE COMPANY AND ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS AND AFFILIATES FROM ANY AND ALL CLAIMS OR ACTIONS RELATED TO OR ARISING OUT OF A DISPUTE BETWEEN YOU AND THE BUYER AND/OR ANY OTHER USER OF THE SITE.

11. No Recommendations or Endorsement. The Company does not sell or take title to the Assets referenced on this Site and does not recommend or endorse the accuracy or reliability of any Listing, Asset, Offers or other information, content, or advertisements contained on, distributed through, linked, downloaded, or otherwise accessed from this Site, nor the quality of any of the products, information, or materials displayed, purchased, obtained or otherwise available through this Site.

12. Taxes. The Company is not responsible for reporting or remitting any taxes which may be assessed, due or owing in any jurisdiction due to a transaction arising from use of the Site.

13. Monitoring. You agree that the Company has the right, but not the obligation, to monitor, edit, disclose, refuse to post, or remove at any time, for any reason in its sole discretion, any material, content or information from the Site. Notwithstanding the foregoing, the Company does not, and cannot, review all material, content and information posted to the Site, and the Company is not responsible for any such material, content or information posted by users of the Site. By posting any information or content to the Site, you automatically grant the Company a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such information and content (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or later developed for the full term of any rights that may exist in such information or content. The Company reserves the right to remove any information or content posted by you from the Site at any time for any reason, in the Company's sole discretion.

14. Links to other Sites. The Company may provide links, in its sole discretion, to other sites on the World Wide Web for the convenience of its users in locating related information and services. These sites have not been reviewed by the Company and are maintained by third parties over which the Company exercises no control. Accordingly, the Company expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites. The Company is not responsible for the availability of such sites and does not endorse such sites.

15. WARRANTY DISCLAIMER BY THE COMPANY. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SITE, OR THE SUITABILITY, LEGALITY, OR ACCURACY OF THE , LISTINGS, INFORMATION, PRODUCTS, AND SERVICES DESCRIBED OR CONTAINED ON THE SITE. THE SITE AND ALL SUCH ASSETS, INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED AND SOLD "AS IS - WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

16. LIMITATION OF LIABILITY. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR ANY, LISTINGS, INFORMATION, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. THE TOTAL LIABILITY OF THE COMPANY RELATED TO OR ARISING FROM USE OF THIS SITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

17. Indemnity. You hereby agree to defend and indemnify the Company and its respective affiliates, and all of their officers, directors, shareholders, legal representatives, employees, successors, assigns, and agents and hold them harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from (i) your use of this Site, (ii) your breach of this Agreement, (iii) your dispute with any Buyer and/or another user of the Site, or (iv) any Listing or Asset posted on, or sold through, the Site. You shall not settle or otherwise dispose of any matter that is subject to indemnification by you without the prior written consent of the Company. The Company reserves the right to assume the exclusive defense and control at your expense of any matter subject to indemnification by you.

18. Contact Information. If you have questions regarding this Site, please contact us at CustomerService@GSEmarket.com. The Company also welcomes your feedback and suggestions about how to improve this Site. Any ideas, suggestions, information, know-how, material, or any other content (collectively, "Content") received through this Site will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for the Company to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display (in whole or part) worldwide, or act on such Content without additional approval or consideration, in any form, media or technology now known or later developed for the full term of any rights that may exist in such Content, and you hereby waive any claim to the contrary.

19. Events Beyond the Company's Control. The Company will not be liable for any loss resulting from a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

20. Governing Law. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, U.S.A. WITHOUT REGARD TO ANY PROVISION THAT WOULD MAKE THE LAWS OF ANOTHER JURISDICTION APPLICABLE. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS SITTING IN MARTIN COUNTY, FLORIDA, U.S.A. WITH RESPECT TO ANY DISPUTES OR LITIGATION TO WHICH THE COMPANY IS A PARTY WHICH MAY ARISE IN RELATION TO THE SITE OR THE ASSETS, LISTINGS, INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE SITE.

21. Compliance with Laws. All Sellers shall comply with all applicable laws, including any international laws, in using the Site, and shall comply with all such laws in completing the sale of an Asset.

22. Termination. The Company may discontinue, modify or change any presently available service or content on the Site in whole or in part, at any time for any reason, without prior notice. Either you or the Company may limit or terminate your use of the Site with or without cause at any time and effective immediately. The Company shall not be liable to you or any third party for termination of your, or any third party's, use of the Site. You acknowledge and agree that any termination or limit on your use of the Site may be effected without prior notice, and you acknowledge and agree that the Company may immediately remove, delete or discard any information or content that you have posted.

23. Survivorship. The provisions of Sections 5, 6, 7.1.5, 7.1.6, 7.1.7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21, 22, 24 and 25 of this Agreement will survive the termination of this Agreement.

24. Reservation of Intellectual Property Rights. Except as expressly set forth in this Agreement, the Company grants no rights whatsoever to you or any user of the Site in the patents, copyrights, trademarks, trade names, service marks, trade secrets or other intellectual property rights (which it has now or which it may acquire in the future) of the Company or any of its affiliates.

25. General. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of the Agreement shall remain in full force and effect. The section headings in this Agreement are for the convenience of the parties only, and shall have no substantive meaning and shall not be used to construe or interpret any provision of this Agreement. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by the Company of any right under this Agreement will be deemed to be either a waiver of any other such right or provision or a waiver of that same right or provision at any other time. This Agreement constitutes the entire agreement between the user and the Company with respect to the subject matter hereof and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company with respect to the subject matter hereof.

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