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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

This Terms of Use Agreement (the "Agreement") describes the terms and conditions applicable to your use of the BuySellDirect.net web site which is identified by the uniform resource locator www.BuySellDirect.net (the"Site"). This Agreement is entered into between you as the User (buyer and/or producer) of the Site (the" User") and BuySellDirect.net ("BuySellDirect.net").

1, Application and Acceptance of Terms and Conditions.

1.1 For purposes of this Agreement, a "User" is any person who accesses the Site for whatever purpose, regardless of whether said User has registered with BuySellDirect.net as a registered User or whether said User is unregistered user. A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.

1.2 By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site.

1.3 This Agreement applies to each Service (as defined below) in addition to any terms and conditions that may be applicable to such specific Service provided, however, that (a) in the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Service and any provision of this Agreement, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favourable to BuySellDirect.net and/or its affiliates; and (b) only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to such specific Service shall prevail.

1.4 BuySellDirect.net may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on September 20, 2008. Posting by BuySellDirect.net of the amended and restated Agreement and your continued use of the Site shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorized officer of BuySellDirect.net.

2. Services.

2.1. We are International Exhibition for original producers and manufacturers displaying thousands of products for sale one of the biggest markets in the world today. We give each Producer (Manufacturer and original producer of a product or service) a FREE advance e-commerce website to sell their product DIRECT to buyers (consumers and to each other) to help them eliminate the meddle man and save their money. We are PD2C (Producer Direct to Consumers) and/or PD2B (Producer Direct to Business). Our service is 100% FREE to consumer.

2.2. Access to the Site and certain of its features are provided to all Users free of charge. However, BuySellDirect.net reserves the right, without prior notice, to restrict access to certain areas or features of the Site ("Services") to Users.

2.3 BuySellDirect.net reserves the right to deny Services to any User for whatever reason in order to protect the interests of BuySellDirect.net.

3. Users Generally.

3.1 Users may use this Site solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Site (the "BuySellDirect.net Content") for the purpose of re-selling or re-distributing the BuySellDirect.net Content, mass mailing  (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with BuySellDirect.net, or otherwise commercially exploiting the BuySellDirect.net  Content. Systematic retrieval of BuySellDirect.net Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from BuySellDirect.net is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

3.2 Some of the BuySellDirect.net Content displayed on this Site is provided or posted by producers and third parties ("Third Party Content"). BuySellDirect.net is not the author of producers or Third-Party Content, whether contributed by anonymous users or paid content producers. Any producer or Third Party Content is the sole responsibility of the party who provided the content. BuySellDirect.net is not responsible for the accuracy, propriety, lawfulness or truthfulness of any producer or Third Party Content, and shall not be liable to any User in connection with such User's reliance of such provider or Third Party Content. In addition, BuySellDirect.net is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.

3.3 BuySellDirect.net may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such Third Party's web site. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. User acknowledges that BuySellDirect.net has no control over such third party's web site, does not monitor such sites, and BuySellDirect.net shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such a website.

3.4 Messages or information sent by a User through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section 5.5 below.

3.5 BuySellDirect.net reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall BuySellDirect.net be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.

3.6 No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by BuySellDirect.net and/or any other User and no User shall attempt to gain unauthorized access to such computer systems or networks.

3.7 We urge that you read BuySellDirect.net's Privacy Policy which governs the protection and use of each User's information in BuySellDirect.net's possession. Each User hereby accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges that BuySellDirect.net may change the Privacy Policy from time to time provided that BuySellDirect.net shall make available the updated version of the Privacy Policy on the Site at all times. Your continuation of use of the Site shall be deemed to be your acceptance of the Privacy Policy which is then displayed on the Site at the time of such use.

3.8 As a condition of your access to and use of BuySellDirect.net, you agree that you will not use the BuySellDirect.net service to infringe the intellectual property rights or other legitimate rights of others in any way. BuySellDirect.net will in appropriate circumstances terminate the accounts of Users who are repeat infringers of the copyrights, or other intellectual property rights, or other legitimate rights of others. In addition, BuySellDirect.net reserves the right to terminate the account of a user upon any single infringement of the rights of others in conjunction with use of the BuySellDirect.net service, or if BuySellDirect.net believes that User's conduct is harmful to the interests of BuySellDirect.net, its affiliates, or other users, or for any other reason in BuySellDirect.net's sole discretion, with or without cause.

4. Registered Users

4.1 Each User who has filled out an on-line registration form on the Site by giving its information (such as name, address, telephone and fax number, email address, details of its business, etc.) is a registered buying user of BuySellDirect.net (a "Registered User"). BuySellDirect.net will establish an account ("Account") for each Registered User and each Registered User will be assigned a user alias ("Username") and password ("Password") for log-in access to its own Account.

4.2 If the Registered User is a business entity, you represent that (a) you have the authority to bind the entity to this Agreement; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to BuySellDirect.net during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.

4.3 By becoming a Registered User, you consent to the inclusion of your personal data in our Global Buyer Database and authorize BuySellDirect.net to share such information with other Users.

4.4 BuySellDirect.net may suspend or terminate a Registered User's Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if (a) in BuySellDirect.net's determination, there is any breach of the provisions of this Agreement by the Registered User; or (b) BuySellDirect.net has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or (c) BuySellDirect.net believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, BuySellDirect.net's other Users, or BuySellDirect.net or its affiliates.

4.5 A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, Username or Password to a third party without the prior written consent of BuySellDirect.net. BuySellDirect.net may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.

4.6 Notwithstanding Section 4.1 above, BuySellDirect.net may refuse registration and deny the issuance of an Account and associated Username and Password to any User for whatever reason.

5. Transactions between Buyers and Producers

5.1 Through the Site, BuySellDirect.net provides an electronic web-based platform for exchanging information between buyers and Producers of products and services. BuySellDirect.net does not represent the seller (Producer) nor the buyer in specific transactions. As a result, BuySellDirect.net does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the Producers to complete a sale or the ability of buyers to complete a purchase.

5.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. BuySellDirect.net uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, BuySellDirect.net cannot and does not confirm each User's purported identity. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.

5.3 Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defence or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks.". Each User agrees that BuySellDirect.net shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

5.4 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

5.5 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify BuySellDirect.net (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.


6. Limitation of Liability

6.1 THE FEATURES AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND BuySellDirect.net HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

6.2 BuySellDirect.net MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CORRECTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE. BuySellDirect.net DOES NOT REPRESENT OR WARRANTY THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND BuySellDirect.net MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.

6.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any User from BuySellDirect.net or through or from the Site shall create any warranty not expressly stated herein.

6.4 Under no circumstances shall BuySellDirect.net be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

6.5 Each User hereby agrees to indemnify and save BuySellDirect.net, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Site (including but not limited to the display of such User's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save BuySellDirect.net, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to BuySellDirect.net, including but not limited to those set forth in Sections 5.3, 8.4 and 5.5 above. Each User hereby further agrees to indemnify and save BuySellDirect.net, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that BuySellDirect.net is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. BuySellDirect.net reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with BuySellDirect.net in asserting any available defences.

6.6 BuySellDirect.net shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:

(a) the use or the inability to use the Site;

(b) any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service producer through the Site;

(c) violation of Third Party Rights or claims or demands that Users' manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;

(d) unauthorized access by third parties to data or private information of any User;

(e) statements or conduct of any User of the Site; or

(f) any matters relating to Services however arising, including negligence.

6.7 Notwithstanding any of the foregoing provisions, the aggregate liability of BuySellDirect.net, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Use for all claims arising from the use of the Site or the BuySellDirect.net service shall be limited to the greater of (a) the amount of fees the User pays to us in the 6 months prior to the action giving rise to liability and (b) US$100. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Site or the BuySellDirect.net service must be filed within one (1) year from the date the cause of action arose.

7. Intellectual Property Rights

7.1 BuySellDirect.net is the sole owner or lawful licensee of all the rights to the Site and the BuySellDirect.net Content. The Site and BuySellDirect.net Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and BuySellDirect.net Content shall remain with BuySellDirect.net, its affiliates or licensors of the BuySellDirect.net Content, as the case may be. All rights not otherwise claimed under this Agreement or by BuySellDirect.net are hereby reserved.

7.2 "BuySellDirect.net", "BuySellDirect.net," "TRUST PASS" and related icons and logos are registered trademarks or trademarks or service marks of BuySellDirect.net in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

8. Notices

8.1 All notices or demands to or upon BuySellDirect.net shall be effective if in writing and shall be duly made when sent to BuySellDirect.net Attn: Legal Department.

8.2 All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to BuySellDirect.net, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when

BuySellDirect.net is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or

immediately upon BuySellDirect.net's posting such notice on an area of the Site that is publicly accessible without charge.

9. General

9.1 Subject to any additional agreements relating to Services, this Agreement and the Privacy Policy constitute the entire agreement between the User and BuySellDirect.net with respect to and governs the use of the Site, superseding any prior written or oral agreements in relation to the same subject matter herein.

9.2 BuySellDirect.net and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

9.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

9.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

9.5 BuySellDirect.net's failure to enforce any right or failure to act with respect to any breach by a User under this Agreement will not waive that right nor waives BuySellDirect.net's right to act with respect with subsequent or similar breaches.

9.6 BuySellDirect.net shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement and in any agreement relating to Services to any person or entity (including any affiliates of BuySellDirect.net). The User may not assign, in whole or part, this Agreement to any person or entity.

9.7 This Agreement shall be governed by the laws of the Province of British Colombia ("Canada") without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Canada.