ACKNOWLEDGMENT & ACCEPTANCE OF TERMS OF SERVICE

By completing the sign up process to become a registered member ("Member") of the ListedBy ("ListedBy") Web site (the "Site"), you accept and agree to be bound by the terms of service, operating rules Privacy Policy and/or other policies of ListedBy, published by ListedBy as described below (all such terms of service, operating rules and/or policies as they may be amended from time to time shall hereinafter be referred to as these "Terms of Service"). Members may be referred to as "Member," "User," "Buyer" when a Member is being described as acting as a buyer in a transaction, "Bidder" when a Member is being described as bidding on an asset in order to act as a potential Buyer in a transaction, and "Seller" when a Member is acting as a seller in a transaction. These Terms of Service comprise the agreement in its entirety between Member and ListedBy and supersede any and all prior agreements between the parties. If you are applying as an individual, you expressly represent and warrant that you have the capacity under applicable law to enter into a legally binding contract; for example, if you are a minor, you may only use ListedBy' services in conjunction with your parent(s) or guardian(s). If you are applying as a legal entity, you expressly represent and warrant that you have been duly authorized by your company, partnership, or other legal entity to enter into agreements on behalf of that entity. In addition to agreeing to these Terms of Service, buyers also accept and agree to be bound by the Seller's additional conditions of sale on each individual asset offering listed on ListedBy site, so long as those conditions of sale are not in violation of these Terms of Service or are unlawful.

DESCRIPTION OF ListedBy SERVICE

ListedBy provides an online marketplace for Sellers to gain exposure for their real estate assets and for Buyers to research and locate assets for sale that meet their investment criteria in order to facilitate the transfer of ownership of assets ("Assets"). Unless specifically stated otherwise in any asset listing, assets available through the Site are offered by Sellers and not by ListedBy. ListedBy is not a party to the offer or sale of these Assets, does not own the Assets listed on the Site, and only provides the technical means and advertising exposure for the offer and sale of the Assets. ListedBy does not ensure that a Seller and Buyer will complete a transaction. ListedBy is not responsible for fulfillment of any Asset sale or for facilitating the delivery of said Asset(s). While ListedBy may supervise the content of information of the Site, ListedBy does not assume responsibility for verifying the material content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any Member as a result of relying on any material, content and information posted on the Site.

MEMBER SIGN UP AND PROVIDING INFORMATION

1. Account Data. Each Member expressly agrees to: provide certain current, complete, and accurate information about Member as prompted to do so, and maintain and update this information as required to keep it current, complete and accurate. Furthermore, Member grants ListedBy the right to use Member-related data for purposes described in the ListedBy Privacy Policy. Member is further directed to review the ListedBy Privacy Policy for further information concerning the collection and usage of Member information. ListedBy membership is non-transferable. If any information provided by Member is incomplete or inaccurate, ListedBy retains the right to terminate Member's rights to use the Site. The ListedBy site is a private venue; ListedBy may deny access to its site at its sole discretion, and for any reason or for no reason. Providing false or fraudulent Member information could subject a Member to criminal or civil liability as well as being a violation of these Terms of Service. Member may change personal information on its existing membership account only to update the Member account.
2. Username and Password. Once a person registers as a Member of the Site, the Member will select a username and a password. Members are entirely responsible for maintaining the confidentiality of their usernames and passwords. Furthermore, Members are entirely responsible for any and all activities which occur under a Member's username and password. Member agrees to immediately notify ListedBy of any unauthorized use of Member's username or any other breach of security known to Member. ListedBy may terminate the membership of any Member due to the misuse, improper use or unauthorized use of their username, password or this Site. ListedBy shall not be responsible and the Member shall hold harmless ListedBy for any actual, special, consequential or incidental losses or damages arising from the misuse, improper use or unauthorized use of their username, password or this Site.

PROCEDURE FOR CONDUCTING AUCTIONS

1. Standard Auction Procedures Assets are listed for the specified bidding periods (the "bidding") shown on the Site and are deemed "sold" at the close of bidding set at a time pre-determined by the Seller unless otherwise set up by the seller on auction style property offerings that are not including a "OIN" style offering. Each Asset will have a description and disclosure information on the Site, as well as any additional conditions of sale provided by the Seller. Once bidding commences, Bidders may make a bid at any time prior to closing of the bidding. All Assets will have a minimum bid price disclosed on the Site. For certain Assets, the Seller may impose a reserve price, which is not disclosed on the Site. If there are no bids above the minimum bid or reserve price (whichever is higher), then the Seller is not obligated to sell the Asset. After bidding closes on each Asset, ListedBy will send the highest Bidder and Seller an e-mail detailing the highest(winning) bid and contact information of each party (a "Sold Notification"). In all auctions, a Buyer who is designated as the winning bidder on the Asset listing, whether or not they receive a Sold Notice, is legally bound to buy the Asset at the quoted bid amount pursuant to the TOS, and the Seller is legally bound to sell the Asset, pursuant to these Terms of Service subject to the additional conditions of sale specified by Seller. The Seller is obligated to contact the winning Bidder within ten (10) business days to complete the transaction (or the Seller may engage a representative, including ListedBy, to contact the winning Bidder on the Seller's behalf, pursuant to prior agreement). The winning Bidder is obligated to contact the Seller within two (2) business days to complete the transaction. After two (2) business days, if the Seller is unable to contact the winning Bidder for whatever reason, the Seller may in its sole discretion (a) continue to attempt to contact the high Bidder with assistance from ListedBy or (b) re-list the Asset on the Site. Once the parties are in contact, the Seller and winning Bidder shall complete the settlement of the purchase and sale of the Asset at their own discretion outside of the site pursuant to "Settlement of Transactions" below.
2. Own-It-Now Only & Best Offer Style Offerings Notwithstanding the procedures described in 2.1(a), certain Assets may be offered in a Own-It-Now "OIN", or Best Offer style property offering. For these offering types, neither a minimum bid nor a reserve is required. In a OIN style offering the buyer will submit a OIN bid directly to the seller at an amount pre determined by the seller that will act as the OIN price and at the moment that OIN price is accepted and the security deposit placed by the buyer the Bidder is designated as the winning bidder on the Asset listing and is legally bound to buy the Asset at the quoted bid amount will be "sold" to that buyer. Any bids placed in a best offer style offering by the Bidder will be submitted to the Seller, along with any additional terms stipulated by the Bidder. If the Seller accepts the bid within two (2) business days, the Bidder is designated as the winning bidder on the Asset listing and is legally bound to buy the Asset at the quoted bid amount (see "Contractual Obligations of Buyers and Sellers" below), and the Seller is legally bound to sell the Asset, pursuant to these Terms of Service subject to the additional conditions of sale specified by the Seller and by the Buyer in his bid. The winning Bidder, upon notice of acceptance of his bid, is obligated to contact the Seller within two (2) business days to complete the transaction. After two (2) business days, if the Seller is unable to contact the winning Bidder for whatever reason, the Seller may in its sole discretion (a) continue to attempt to contact the high Bidder with assistance from ListedBy or (b) re-list the Asset on the Site. Once the parties are in contact, the Seller and winning Bidder shall complete the settlement of the purchase and sale of the Asset pursuant to "Settlement of Transactions" below. If the Seller rejects the bid or does not respond to the Bidder within two (2) business days, the bid is considered null and void. Any bid made without the security deposit made to seller within two (2) business days of the bid is considered null and void as well. The security deposit is outlined below in this agreement per review.

EXTRAORDINARY CIRCUMSTANCES; LIMITED RIGHTS TO RE-OPEN AUCTION

Notwithstanding anything herein to the contrary, in the rare event of a documented interruption in service, technical error or other exceptional circumstance of a similar nature (defined by and determined at the sole discretion of ListedBy and affiliates), with respect to the services provided by ListedBy or its affiliates (excluding technical errors with the Member's own equipment or Internet connection), the Seller for any adversely affected auction shall have the right, within two (2) business days after such auction has closed, or a "Sold Notice" issued, to direct ListedBy to re-open such auction. In such a case, the affected "Sold Notice" shall immediately become void and of no force and effect. ListedBy shall promptly send an email to all documented Bidders, including any Bidder that received a "Sold Notice", specifying the details pursuant to which the affected auction shall be re-opened. At the direction of the Seller, participation in the re-opened auction may be restricted to only those who participated in the original auction. Bidders must make claims of interruption in service or technical error with respect to the services provided by ListedBy within two (2) business day after an auction has closed. ListedBy will make final determination that there has been a documented interruption in service or technical error on the ListedBy Site that has impacted the Member's ability to place a bid. However, the decision to re-open any auction shall continue to be at the sole discretion of the Seller.

SETTLEMENT OF TRANSACTIONS

1. Settlement between Seller and Buyer. The settlement of a purchase and sale of an Asset following a completed bidding process shall be conducted pursuant to this Section, unless otherwise provided in the Seller's conditions of sale or in a written agreement executed by the Buyer and Seller. ListedBy holds no responsibility for the settlement of said transaction. Transaction shall be executed based on the terms set forth by the seller and agreed to by the buyer in methods which are chosen and agreed by both parties.. If the Seller is unable to convey title to the property as described in the listing, or clear title to the property if not otherwise described in the listing, the winning bidder will not be considered a non performer, if the winning bidder does not complete the transaction. If a seller or buyer is deemed to be fraudulent by ListedBy ListedBy maintains the right to cancel said members account, and/or charge fraudulent buyers a $250 fraudulent bidder penalty to credit card kept on file. Sellers may receive a free auction credit in the event of a fraudulent bidder on their asset. ListedBy maintains sole discretion over these actions and may execute methods as set up at the sole discretion of the sites owners.

2. Return and Refund Policy. As ListedBy acts as a "hands-off" member in relation to the actual transaction between buyer and seller ListedBy will not mandate any refunds of payments made to sellers for assets purchased, as all payments made would be sent directly to the seller and not through ListedBy or its affiliates. However, if a asset is fraudulently described via the auction/offering ListedBy reserves the right to cancel said members account and ban from the site.

   All returns and refunds must be handled directly by the Buyer and Seller. Please review the ListedBy, LLC. Seller Guide for more information. Abuse of our return policy will not be tolerated. ListedBy has the right to suspend any member for abusing the refund policy.

3. Appraisal and Certification Policy. ListedBy does not require a Seller to provide an appraisal, grading card or certification of authenticity for auctions listed on the ListedBy site. However, if such documentation is used, it must identify the item, and specify the qualifications and contact information of the appraiser/grader/certifying entity. Documents showing valuation or grading that are internally generated by the Seller or by an affiliate of the Seller must be noted as an "In-house appraisal" and include the appraiser's name and contact information. Any asset listing not clearly displaying the source of the appraisal or contact information may be removed from the Web site at the sole discretion of ListedBy owners.

   Independent and third party appraisals must be clearly indicated and include the company name and contact information. An independent appraiser/third party appraiser must have no other revenue relationship with the Seller except for the services related to determining value.

Seller RealScore & Recommendations System

After the close of the auction, the Buyer has the opportunity to rate the Seller on the overall satisfaction of the transaction. The options for the seller rating system "RealScore" will be Positive, Negative, each of these options when selected will be tabulated in the sellers overall RealScore as a percentage. When the seller receives a positive review this will add one (1) point to their realscore, and when they receive a negative review it will remove one point from their RealScore, the seller will also have an overall percentage displayed as a percentage of positive reviews to negative reviews, meaning if the seller had 10 transactions and had received 9 positive and one negative, their RealScore # would be 8 with a positive percentage of 90% for their score. This rating system will provide prospective Bidders with useful feedback from past transactions with the Seller. The requirements and restrictions include the following: Only the winning Bidder may submit feedback for each transaction, no comments can be entered or posted and only winning Bidders with an active account can submit a rating. Sellers are restricted from marketing this feedback rating on any other online or offline venue. The overall star rating system will be posted on each of the Seller's listings. This can be found by the Seller's name with the number of feedback ratings in parenthesis. Members may also give and receive recommendations to other members on the site. These recommendations will be displayed on the members user profile and will be brief written text about a positive experience the member has had with another member on the site. The number of recommendations a member has will also be displayed on their user profile and on all of their listings on the site. The requirements and restrictions for recommendations include the following: Members may only leave recommendations for members they are "connected" with on the site. All recommendations must be approved by the receiving member prior to the recommendation being posted to the members user profile and being displayed on their active listings. Recommendations are intended to be positive in nature and any recommendations deemed to be attacks on other members may be removed from the site. Both Sellers and Buyers may give recommendations without having completed a transaction through ListedBy as well.

Seller Identity Verification

In order provide an added measure of security for its Buyers, ListedBy maintains Identity Verification for our sellers on the site. The Identity Verification procedure is one tool in enhancing the Internet buying experience. This Identity Verification process should be used in conjunction with other buyer protection tools, such as the ListedBy Seller RealScore System and Recommendations received by a seller from contacts on the site as well as outside research of both the asset and the Seller prior to placing a bid n any asset on the site. We also encourage Bidders to communicate directly with potential trading partners through the tools available on the Site. Bidders may also wish to consider using a reputable third party escrow service as a service provider. Ultimately, the Seller and Buyer are responsible for successful completion of a transaction. Despite the tools offered to its Members, ListedBy cannot guarantee the completion of a transaction between a Seller and a Buyer. See Section V. for an explanation of ListedBy' responsibilities and limitation of liabilities, as well as available dispute resolution alternatives.

WHO CAN BID:

Bidders must register with ListedBy as a Member and be capable of forming legally binding relations under applicable law. The services provided by ListedBy are not available to individuals under the age of 18 years old and any other individuals who are legally prohibited from, or otherwise incapable of, entering into binding contracts. Sellers are restricted from bidding on their own auctions. Sellers may not manipulate prices of auctions by having others bid on their assets for them this act is known as shill bidding and will not be tolerated on ListedBy, this act if uncovered may result in termination of any existing auctions without notice, and removal of any shill bidding accounts from the site permanently. First time Bidders must successfully go through an ID Verification process of adding a valid credit card on file. This card will not be charged, it will only be validated to show that the member is a valid person and confirm their identity. The card will be held on file and will never be charged unless a bidder is reported as a fraudulent bidder, meaning they placed the winning bid on an auction and without grounds did not complete the transaction. In the event that a bidder is deemed fraudulent by ListedBy a $250 fraudulent bidder penalty shall be charged to th credit card on file, and the users account may be removed from the site on a case-by-case basis solely determined by ListedBy owners. Bidders shall be required to submit this credit card information prior to placing their first bid on an asset on the site. ListedBy may, in addition to any other rights it may have under the Terms of Service, seek reimbursement for any lost fees and for any expenses, including attorney fees, and/or damages incurred as a result of such non performing bidder by initiating a credit or debit card charge on a credit or debit card that has been provided by the bidder, making deductions from any BidDeposit, funds on "hold", or bringing an action in a court of law.

WHO CAN SELL:

Sellers must be the rightful owners, or authorized by the owners of such property, a court of law, or through power of attorney to sell an Asset. Upon request by ListedBy, Sellers must produce evidence of ownership and/or authorization to sell on ListedBy. Sellers may be required to complete an Identity Verification process prior to listing an Asset for sale on the ListedBy site. Sellers may be requested to provide certain personal information to confirm his or her identity through a third-party processor or other means.

CONTRACTUAL OBLIGATIONS OF BUYERS AND SELLERS

1. Terms of Service As Contract. These Terms of Service, together with any additional conditions of sale provided by a Seller for a particular Asset disclosed on the Site, comprise a contract between a Seller and the winning Bidder in any completed offering. By bidding on an Asset a Bidder agrees, and by listing an Asset on the Site a Seller agrees, to be bound by these Terms of Service and the Seller's conditions of sale included in the Asset's description, so long as those conditions of sale are not in violation of these Terms of Service or unlawful. In the event of any direct conflict between these Terms of Service and any conditions of sale provided by a Seller, then these Terms of Service shall prevail.
2. Offer and Acceptance - Binding Contract Between Buyer and Seller. A bid made by a Buyer is an offer to purchase the Asset from the Seller at the stated bid price. The bid is an irrevocable offer, subject only to material changes in the description of an Asset made after such bid is placed by a Buyer. Buyers are required to conduct any research or due diligence of an Asset prior to making a bid. All Assets are listed and sold on an "as is" "where is" basis, unless otherwise indicated by the Seller on the auction listing. If a Buyer bids on an Asset and that bid represents the highest bid for that Asset, and the highest bid is at or above the Seller's minimum and/or reserve price (whichever is higher), with the exception of Best Offer or OIN offerings as described above, the Buyer's bid is deemed accepted by the Seller (subject to these Terms of Service, including the right of a Buyer to change or retract a bid in the event of a material change in the description of the Asset, as set forth below), except for exceptional circumstances, such as a material typographical error. For Best Offer and OIN Offerings, the Buyer's bid is deemed accepted by the Seller if the Seller notifies the Bidder of such within two (2) business days of the Bidder placing the bid. Once the Seller accepts a Buyer's bid, the Buyer is obligated to purchase the Asset at the price he/she offered and pursuant to these Terms of Service and the Seller's conditions of sale. If a Seller receives at least one bid at or above the Seller's stated minimum price (or in the case where the Seller has set a reserve price, at or above the reserve price), the Seller is obligated to complete the transaction with the highest Bidder upon the completion of the bidding, except for an exceptional circumstance, such as a material typographical error or other conditions stated in these Terms of Service. The Seller's conditions of sale may provide for a specific form of purchase agreement to be executed by the Seller and winning Bidder after the auction closes. In the absence of a specific form being provided by the Seller in the conditions of sale, the Seller or the winning Bidder may request that the parties execute a standard form of purchase agreement, consistent with these Terms of Service and the Seller's conditions of sale, to memorialize and confirm the agreement between the parties. Sellers and Buyers agree to act reasonably and in good faith in negotiating and entering into a written purchase agreement if requested by either party. Notwithstanding the provisions of this paragraph 3.3 (b) herin, a Seller in the event cancels the auction of an Asset subsequent to any bids, but prior to close of the Auction, ListedBy reserves the right to assess Seller's fees for doing so and to suspend any Seller with frequent auction cancellations at the sole discretion of ListedBy site.
3. Completing a Settlement. The Seller and the Buyer are jointly and equally responsible for completing the sale of an Asset. After the online bidding is complete, unless otherwise indicated/engaged, the Seller is responsible for taking all necessary actions to complete the sale once a winning Bidder is identified to the Seller. ListedBy retains the rights to asses a fee and/or terminate a Seller's rights to use the Site in the event a Seller fails to perform its obligations to settle on a completed auction. Similarly, the Buyer is responsible for taking all necessary actions to complete the sale. ListedBy retains the rights to terminate a Buyer's rights to use the Site in the event a Buyer fails to perform its obligations to settle on a completed auction. If an Asset is located in the U.S. and the seller requests that you send funds outside the U.S., do not send funds before contacting Services at Support@ListedBy.com.
4. Material Change in Description of Asset. ListedBy may allow Sellers to change their asset listing prior to acceptance of the first bid; however, the date of the change will be noted on the listing after bidding commences. In the event a Seller materially changes the description of an Asset after the commencement of the bidding process, then all Bidders who have previously made a bid on such Asset will be notified by e-mail that the description of the Asset has been materially changed at the sole discretion of ListedBy site. Such Bidders will then have two (2) business days (or another period provided in a notice to such Bidders) to amend or retract his/her/its bid, after which time all bids will remain irrevocable.
5. Other Conditions of Purchase and Sale. All purchases and sales of Assets and use of the Site by Members shall be conducted in compliance with applicable law. Purchases made on the Site are entirely without recourse to ListedBy All Members acknowledge and agree that closing of all sales of Assets may be subject to final approval of a court (including a bankruptcy court) or other agency and that if such approval is not obtained, the Seller may withdraw such Asset after a completed bidding process without any recourse or liability on the part of Seller. In the case of a sale of any Assets from a bankruptcy estate, a sale is not final until a bankruptcy court gives final approval of the sale.
6. Enforcement of Buyer and Seller Contract Obligations. All Members are third party beneficiaries of these Terms of Service, and Buyers and Sellers shall be entitled to enforce the provisions hereof and may pursue legal action against each other for non-performance of any provision hereof, including without limitation, non-performance of a purchase and sale after a completed bidding process. In addition, ListedBy retains the right to asses fees or terminate a Member's rights to use the Site in the event a Member violates these Terms of Service.
7. Conducting Due Diligence. Bidders are required to conduct any research or due diligence of an Asset that they wish to conduct prior to making a bid. Bidders wishing to physically inspect Assets seen on the Site may make arrangements to do so at Seller's discretion. The Asset description may contain information regarding inspections and other due diligence opportunities available. However, in the case of an Asset such as a promissory note, mortgage, or other Asset that involves a payer or debtor or other third party that is not a Seller and not part of the purchase and sale transaction on this Site, then Bidders are strictly prohibited from contacting such payers, debtors, or other third parties until the bidding is complete, the winning Bidder has paid for the Asset in full, and the purchase and sale of the Asset is settled. Permitted due diligence includes reviewing the Seller's description of an Asset, as well as reviewing land records, tax records, appraisals, and other publicly available sources. ListedBy site accepts no liability in any of the assets descriptions being accurate that are posted to the site and all of the bids placed are placed at the sole discretion of the buyers on the site based off of their own research and information provided by the seller as it relates to the asset on the site.
8. Electronic Signature. You understand and acknowledge that in various places on the Site it may require the Bidder or Seller to input a password or their name, and to then click a button labeled "accept," "agree," "Bid," "acknowledge," or some such similar phrasing, in which case the Bidder or Seller (as the case may be) is agreeing to the specified terms, and by entering the password or your name (including where your name is linked to your password and auto-fill inserted) and clicking the button you are providing your "Electronic Signature" which shall be as binding, enforceable and valid as a written "pen and paper" signature in accordance with the provisions of the Electronic Signature in Global and National Commerce Act (15 USC 7001, et seq.), as amended or revised from time to time. You understand and agree that certain transactions may also require additional electronic documents, contracts, agreements, signatures, or acceptances and your providing your Electronic Signature shall also be as binding, enforceable and valid as a written "pen and paper" signature in accordance with the provisions of the Electronic Signature in Global and National Commerce Act (15 USC 7001, et seq.), as amended or revised from time to time.

OTHER RESPONSIBILITIES OF THE SELLER

1. Description of Assets. The Seller must accurately describe Assets in a listing provided for inclusion on the Site and shall be solely liable for any misstatements or omissions in such description. Seller must disclose any and all outstanding encumbrances such as mortgages and taxes due, or outstanding notices such as utility cutoff notices or notices that such information is unknown. Failure to accurately describe an Asset may be fraudulent and may subject a Seller to civil and/or criminal liability, as well as being a violation of these Terms of Service. ListedBy retains the right to terminate a Seller's rights to use the Site in the event a Seller includes material misstatements or omissions in an Asset's description. Seller further agrees to indemnify ListedBy against any action brought against ListedBy by any person or entity arising out of or due to any action of the Seller whether said action is described herein or not, or may otherwise relate to any transaction between ListedBy, the Seller and any third party. Prior to listing an Asset, the Seller shall provide to ListedBy any terms or conditions of sale for particular Assets in addition to these Terms of Service. Seller will not reference, directly or indirectly, other Sellers' auctions or terms, nor include negative comments regarding other Seller's auctions or terms in their listings. Notwithstanding the language herein, and if not otherwise in contradiction with any Federal, State or local law, if a Seller states in their listing that the item is being sold "As is," and/or "Where is," then it is up to the Buyer to undertake all due diligence, and the Buyer is fully responsible for obtaining all information with regard to the item being sold. Sellers are also responsible for complying with all applicable local, state, federal, or foreign laws, rules, regulations and legal approvals regarding the sale of any Assets, including without limitation, bankruptcy court approvals, federal and state securities laws regarding the sale of any Assets that may be deemed a "security," Seller disclosure laws for any real estate Asset, including environmental and broker licensure laws, export licensing and laws governing the sale, packaging, shipment, distribution and labeling of products, published materials or information, and all other applicable local, state, federal, or foreign laws, rules and regulations pertaining to the sale of any Assets. Sellers are solely responsible for ensuring that all items offered for sale are offered in full compliance with any applicable legal limitations or restrictions. Sellers acknowledge and agree ListedBy does not provide any representations with regard to the ability of Bidders to pay Sellers the bid price for the Asset being sold.
2. Payment of Fees to ListedBy & Members Charging Additional Fees to Buyers. ListedBy' fees are posted on the Site. Seller agrees to pay applicable fees without offset. Unless otherwise agreed to by ListedBy, payment of the Listing Fee and additional initial listing fees (if selected) are due when the Seller completes the listing ("Sell A Asset") process. Unless otherwise agreed to by ListedBy, all fees will be charged to the Seller's credit card account that is provided during the listing process. By completing the listing process, Seller authorizes ListedBy to charge the Seller's credit card account, unless otherwise agreed to in writing by ListedBy. If the Seller's card is no longer valid at the time the auction ends and the Asset is marked as Sold, ListedBy reserves the right to invalidate the auction unless the Seller has made alternate payment arrangements. Any fees or charges not paid by the Seller within 30 days of provision of service will be subject to a late fee equivalent to the rate of 1.5% per month from the date of provision of service. See the ListedBy Fee Schedule for additional information regarding fees. Members may request that ListedBy refund charges to a Member's charge, credit or debit cards. ListedBy will review such request and respond within ten (10) business days. However, chargebacks requested through Member's issuing bank are an unacceptable charge dispute resolution method. Member agrees to immediately pay to ListedBy any chargebacks of amounts originally charged to such Member's charge, credit or debit cards, as well as for fees incurred by ListedBy for such chargebacks. Member's responsibility for chargebacks and related fees will continue even if Member has received the funds, and/or closed the ListedBy account. Sellers may add reasonable fees to their auction to be reimbursed for services they provide, such as deed transfer fees.All fees that a Buyer is expected to pay in addition to the Minimum Bid must be stated in the auction/offering subject description visible to all potential buyers and bidders viewing the asset. Sellers are prohibited from including excessive fees in their auctions. Fees are defined as any fee that the winning bidder is expected to pay beyond the bid amount. ListedBy may, at any time, request that a Seller provide documentation to justify the fees listed on an auction. In the event that ListedBy determines, in its sole discretion, that the fees listed on an auction are excessive, ListedBy will charge the Seller 10% of all fees listed on the auction. Repeated offenses of a Seller listing auctions with excessive fees may result in the Seller's suspension from the Site.

RESPONSIBILITIES OF THE BUYER

1. Non-Performing Bidders. When a bidder prepares to place a bid they will be asked to provide ListedBy with a credit or debit card number that ListedBy will keep on file. The card will only be charged in the event the bidder wins the auction but does not perform, i.e. pay the seller. All bidders should be aware that they have entered into a legally binding agreement if they place a winning bid on an auction on ListedBy. Please see our Terms of Service, section 3.3 (b.) "offer and acceptance - binding contract between buyer and seller." Every bidder must agree to the Terms of Service before bidding. We take bidder performance very seriously and expect every winning bidder to complete their transaction. A bidder will be deemed fraudulent when they have been reported by another member of the site, investigated by the site aand found to be fraudulent without cause. We vigorously enforce any violation of policy. A "non-performing" winning bidder will be subject to the following penalties:
   1. If a deposit was required to bid, your deposit will be forfeited.
   2. If the auction does not require a deposit, bidders are required to have a credit card number on file. Non-performing bidders will be charged a fee of $250 for real estate auctions.
   3. For the first "non-performing," offense: You will be automatically suspended from buying or selling on ListedBy for 10 days. You must request re-instatement in writing via email to Support@ListedBy.com. Suspension may be lifted 10 days after we receive your request for reinstatement.
   4. For the second "non-performing," offense: You will be permanently suspended from ListedBy site.

MODIFICATIONS TO TERMS OF SERVICE

ListedBy may change these Terms of Service from time to time. Any amendment shall be effective immediately without notice upon posting on the Site. Member's continued use of the Site constitutes an affirmative: (1) acknowledgment by Member of these Terms of Service and any modifications; and (2) agreement by Member to abide and be bound by these Terms of Service, including any modifications. Both the Seller and Buyer acknowledge that they shall be solely responsible for obtaining updated information concerning changes to these Terms of Service. It is further acknowledged by the Member that the Terms of Service in effect at the time that a dispute shall arise shall control in all matters.

SUPERVISION OF CONTENT

ListedBy reserves the right to supervise all material, content and information on its Site, including, but not limited to, Asset listings and bidding activity, web site postings, messages between members to determine compliance with the Terms of Service and all current and future operating procedures and rules of conduct established by ListedBy ListedBy reserves the right, at its sole discretion, to amend, edit, remove or otherwise block any material posted by a Member, which may violate any state, federal or local law or violate any aspect of these Terms of Service or which may otherwise jeopardize the business operations or goals of ListedBy. ListedBy shall not be responsible for material content and information contained on this Site that is provided by the Members, and all parties agree to hold ListedBy harmless with regard to same pursuant to the limitation of liabilities, and release and indemnification provisions contained in these Terms of Service.

TERMINATION OF MEMBER'S RIGHTS TO USE SITE

ListedBy retains the right to terminate a Member's rights to use the Site. The Member agrees that ListedBy may, in its sole discretion, terminate a Member's account, deny access to the site, and terminate any active auctions/offerings. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms of Service or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) unexpected technical or security issues or problems,(d) actions which might jeopardize the business operations or goals of ListedBy, and (e) extended periods of inactivity. Termination of the ListedBy account includes removal of access to all offerings within the site, and deletion of password and all related information, files and content associated with or inside the account. Further, the Member agree that all terminations shall be made in ListedBy' sole discretion and that ListedBy shall not be liable to the Member or any third-party for any termination of an account or access to the site. If it is suspected, in ListedBy' sole discretion, that a Member has participated in fraudulent behavior on the Web site, ListedBy reserves the right to suspend a Member's account at any time, remove any active auctions, and give Buyers of recent auctions the opportunity to withhold performance without penalty.

COMMUNICATION WITH MEMBERS

Members may elect to receive notification of new Asset listings and other opportunities available to Sellers or Buyers. ListedBy also relies on electronic messaging to keep its Members informed of events on its Site and the Member agrees to allow ListedBy to so communicate. Member may "Opt Out" of such communications by contacting Support@ListedBy.com.

NATURE OF ListedBy RESPONSIBILITIES

ListedBy agrees to act with respect to each ListedBy transaction in accordance with these Terms of Service. The duties and responsibilities of ListedBy and its affiliates shall be limited to those expressly set forth in these Terms of Service. ListedBy shall not be subject to, or obliged to recognize, any other agreement between, or direction or instruction of, any or all of the parties to any such ListedBy transaction.

MEMBER ACKNOWLEDGES AND AGREES THAT ListedBy'S DUTIES ARE MINISTERIAL IN NATURE. ListedBy IS MERELY A ADVERTISING RESOURCE AND PROVIDES NO TRANSACTIONAL ASSISTANCE TO ITS MEMBERS AND IS NOT A PRINCIPAL TO ANY TRANSACTION, NOR ACTING AS A AGENT FOR ANY TRANSACTION. ListedBy SHALL NOT AND DOES NOT TAKE TITLE OR OWNERSHIP OF ANY PROPERTY OR FUNDS HELD BY IT. TITLE TO SUCH PROPERTY OR FUNDS SHALL BELONG TO THE SELLER OR BUYER, AS THE CASE MAY BE, AND ANY AND ALL FUNDS TRANSFERRED FROM BUYER TO SELLER FOR THE PURCHASE OF AN ASSET SHALL BE PAID SOLELY DIRECTLY TO THE SELLER UNLESS OTHERWISE AGREED AND STATED BY THE ListedBy OWNERSHIP MEMBERS. ANY DISPUTES AND/OR DISAGREEMENTS BETWEEN BUYER AND SELLER MUST BE ADDRESSED BETWEEN BUYER AND SELLER, AND MEMBER EXPRESSLY AGREES NOT TO HOLD RESPONSIBLE, ListedBy OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES IN ANY WAY OR IN ANY MANNER. MEMBER ACKNOWLEDGES AND AGREES THAT NEITHER ListedBy NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES ENDORSES ANY OF THE ASSETS THAT ARE TRANSFERRED THROUGH THE SITE AND THAT NEITHER ListedBy NOR ITS EMPLOYEES, REPRESENTATIVE OR AFFILIATES IS RESPONSIBLE FOR ANY DAMAGES TO GOODS DURING TRANSIT NOR FOR MISREPRESENTATIONS AND/OR BREACHES OF CONTRACT BY EITHER BUYER AND/OR SELLER. ListedBy AND ITS EMPLOYEES, REPRESENTATIVES AND AFFILIATES SHALL ALSO BE FULLY PROTECTED IN RELYING UPON ANY WRITTEN NOTICE, DEMAND, CERTIFICATE OR DOCUMENT, WHICH IT IN GOOD FAITH BELIEVES TO BE GENUINE. NEITHER ListedBy NOR ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES SHALL INCUR ANY LIABILITY WHATSOEVER, AND BOTH BUYER AND SELLER SHALL INDEMNIFY THE EMPLOYEES, REPRESENTATIVES AND AFFILIATES OF ListedBy, WITH REGARD TO THEIR CONDUCT IN OPERATING OR MAINTAINING THIS WEBSITE OR IN THE FULFILLMENT OF THEIR DUTIES AS EMPLOYEES REPRESENTATIVES OR AFFILIATES OF ListedBy AS MORE FULLY DESCRIBED IN THE RELEASE AND INDEMNIFICATIONS CONTAINED HEREIN. IN ADDITION TO ANY OTHER RIGHTS THAT ListedBy HAS IN THEIR TERMS OF SERVICE, IN THE EVENT ANY MEMBER REVERSES AN ACH TRANSFER, EXCEPT WHERE THE ORIGINAL TRANSFER WAS A FRAUDULENT TRANSFER WITHOUT THE CONSENT OF THE MEMBER, AS SOLELY DETERMINED BY ListedBy, THEN THE MEMBER HEREBY AUTHORIZES ANY ATTORNEY OF RECORD OF ANY COURT TO APPEAR FOR AND ON BEHALF OF THE MEMBER AND CONFESS JUDGMENT, WITHOUT PROCESS, IN FAVOR OF ListedBy, OR ITS SUCCESSOR OR ASSIGNS, FOR THE AMOUNT OF ANY ACH TRANSFER THAT WAS REVERSED, TOGETHER WITH COSTS, REASONABLE ATTORNEYS FEES AND A SERVICE FEE EQUAL TO THIRTY PERCENT (30%) OF THE AMOUNT OF THE UNAUTHORIZED ACH TRANSFER AMOUNT, WAIVING ALL RIGHTS OF APPEAL, STAY OF EXECUTION, AND ALL EXEMPTION LAWS OF THE STATE OF MARYLAND OR ANY STATE IN THE UNITED STATES.

Member acknowledges that ListedBy is not FDIC-insured, but that ListedBy may maintain Deposited Amounts in escrow trust accounts (the "Escrow Account") at one or more FDIC-insured financial institution(s). ListedBy may commingle the Deposited Amounts of more than one Member in its Escrow Accounts, but shall maintain individual account records for all Members. ListedBy shall not be obliged to credit Members with interest on Deposited Amounts.

Availability and Return of Funds.

Deposited Amounts will initially become available, depending on the method of deposit, after the time periods specified on the ListedBy Site. Generally, deposits made by personal or business check will incur a delay of seven (7) business days, or the maximum period permitted by law, from the date of receipt by ListedBy. Deposits made by certified check will incur a delay of three (3) business days. Deposits authorized by Automated Clearinghouse ("ACH") transfer or electronic check may incur a delay of up to four (4) business days at the option of the Seller. THE MEMBER HEREBY WAIVES ANY RIGHT TO: (i) PLACE A STOP PAYMENT ON ANY DEPOSIT VIA ANY FORM OF ELECTRONIC CHECK SUBMITTED, OR; (ii) REVERSE ANY ACH TRANSFER MADE FOR ANY DEPOSIT OR DEPOSIT SERVICES. The Member hereby agrees to make immediate cash payment to ListedBy for any funds not received by ListedBy due to a stop payment or insufficient funds (NSF) and for any funds transferred by charge, credit or debit cards which are later made subject to a chargeback.

WARRANTIES

MEMBERS EXPRESSLY AGREE THAT USE OF THE SITE IS AT A MEMBER'S SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ListedBy EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ListedBy MAKES NO WARRANTY THAT THE SERVICES PROVIDED ON THE SITE WILL MEET A MEMBER'S REQUIREMENTS, OR THAT SUCH SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES ListedBy MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR THAT DEFECTS IN ANY SOFTWARE WILL BE CORRECTED. ListedBy MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM ListedBy OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY

IN NO EVENT SHALL ListedBy OR ANY OF ITS EMPLOYEES, REPRESENTATIVES OR AFFILIATES BE LIABLE TO A MEMBER OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THIS AGREEMENT FOR ANY ACTUAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR RELIANCE DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA), HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT A MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BOTH PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK AND ARE REFLECTED IN THE FEES AGREED UPON BY THE PARTIES. FURTHER, ListedBy' AGGREGATE LIABILITY ARISING WITH RESPECT TO MEMBER'S USE OF THIS SITE SHALL NOT EXCEED THE GREATER OF (A) (TEN) $10 or (B) THE TOTAL AMOUNTS OF REVENUE THAT HAVE PAID BY THE MEMBER TO ListedBy UNDER ANY AUCTION COMPLETION FEE AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. ADDITIONALLY BOTH BUYER AND SELLER, RESPECTIVELY AGREE TO INDEMNIFY ListedBy AGAINST ANY AND ALL CLAIMS ARISING OUT OF THE LIMITATION OF LIABILITY CONTAINED HEREIN AND DESCRIBED MORE FULLY IN RELEASE AND INDEMNIFICATIONS CONTAINED HEREIN.

NO RESALE OR COMMERCIAL USE OF THE SERVICES PROVIDED ON THE SITE

Member's right to use the Site is personal to Member. Member agrees not to resell or make any commercial use of the services provided on the Site, without the express written consent of ListedBy Member acknowledges that content appearing on the Site may be protected by copyrights, trademarks or other proprietary or personal rights and that applicable laws will govern the Member's use of such content. Member agrees not to use any subsequent data provided on the site by ListedBy for any commercial purpose or competing purposes with ListedBy site. Member agrees that without the prior written consent of ListedBy, Member shall not resell the Site, or the services provided on the Site, or use the Site for the transmission of commercial solicitations (other than an offer by Seller of Assets for sale) or for the receipt of responses to commercial solicitations (other than a Buyer's interest in purchasing Assets offered for sale through the Site) without the express written consent of ListedBy. Member agrees not to, for a commercial purpose, upload, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit, any content obtained through the Site. Member agrees not to use the Site for the transmission of (or receipt of responses to) chain letters, lotteries, gambling or pyramid schemes of any kind. Member agrees not to use the Site to disseminate any message in a broad-based mailing without the prior written permission of ListedBy Member agrees not to forge communications or take any other action that would disguise the origin of communications Member transmits through the Site. Member agrees not to permit another person to transmit communications that falsely identifies the Member's account as the origin of such communication.

MEMBER CONDUCT & PRIVACY POLICY

Member is solely responsible for the contents of his/her/its transmissions through the Site. Member's use of the Site is subject to all applicable local, state, national and international laws and regulations. Member agrees: (1) to comply with US law regarding the transmission of technical data exported from the United States through the Site; (2) not to use the Site for illegal purposes; (3) not to interfere or disrupt networks connected to the Site; (4) to comply with all regulations, policies and procedures of networks connected to the Site; (5) not to post any information which is meant to be deceptive or knowingly inaccurate; and (6) to refrain from infringement on any material posted on the ListedBy Site, including information posted by other Members, that is copyrighted, patented, trademarked or similarly protected under proprietary rights or rights of privacy. Member agrees not to transmit through the Site any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited. Member further agrees not to use the Site in a manner that violates any Federal, state or local laws or statute, including but not limited to the sale of any regulated substances. ListedBy agrees to keep members personal information private from outside vendors not related to ListedBy or its partners, or affiliates as well.

Member email contact information is provided to facilitate the purchase and sale of Assets posted on the Site. Use of this contact information to transact purchase and sale of items, whether posted on the Site or similar items, is a violation of these Terms of Service. ListedBy is due normal fees on all such purchase and sale transactions consummated in circumvention of the ListedBy Site.

ListedBy may terminate any Member's account immediately, in our sole discretion, if we believe that the Member's conduct fails to conform to this Section of this Agreement. Without limiting the foregoing, if Member uses, or attempts to use, the services for any purposes other than our intended purposes, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of the services, Member's account will be terminated and you may also be subject to civil and criminal liability.

NOTICES - DEFINITIONS

Sold Notices and other notices given by ListedBy shall be valid when sent by e-mail to the e-mail address the member signed up with ListedBy The term "Buyer", "Bidder", "Seller", and "Member" includes corporations, partnerships, persons, agents, representatives and any legal entity entitled to participate in the Site with said transaction on said assets on the site.

RELEASE AND INDEMNIFICATION

Notwithstanding any other release, agreement to "hold harmless" or indemnification contained herein, Member hereby further waives, releases, forgives, discharges and relinquishes any and all claims that Member now has or may have against ListedBy, its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents and representatives which are connected with, arise out of, relate to or are incidental to any ListedBy transaction or the use of the Site. Member hereby agrees to indemnify, defend and hold ListedBy, its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents and representatives harmless from and against any and all claims, loss, damage, tax, liability and/or expense that may be incurred by ListedBy, its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents and representatives arising out of or in connection with the performance of its duties as described in this Agreement, including the legal costs, fees and expenses of defending itself against any claim by any or all of the parties to any ListedBy transaction and/or by any other person and/or as a result of the Member taking any action or refraining from taking any action or instituting or defending any action or legal proceeding. Member further agrees to indemnify and hold ListedBy, its affiliates, subsidiaries, parents, shareholders, directors, officers, employees, agents and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Member's use of the Site, the violation of these Terms of Service by Member, or the infringement by Member, or other Member of the Site using Member's computer, of any intellectual property or other right of any person or entity. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

RESOLUTION OF DISPUTES

1. Resolution of Disputes Generally. MEMBER ACKNOWLEDGES AND AGREES THAT ANY DISPUTE INVOLVING ListedBy SHALL BE RESOLVED SOLELY IN ANY COURT OF COMPETENT JURISDICTION LOCATED IN NAPA COUNTY, STATE OF CALIFORNIA. MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT THEY SHALL BE RESPONSIBLE FOR ALL COSTS TO ENFORCE THIS AGREEMENT, INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS. MEMBER ADDITIONALLY ACKNOWLEDGES AND AGREES THAT THEY SHALL BE RESPONSIBLE FOR ALL COSTS ASSOCIATED WITH THE COLLECTION OF FEES DUE TO ListedBy, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES IN THE AMOUNT OF THIRTY THREE PERCENT (33%) OF THE TOTAL AMOUNT DUE, COURT COSTS PLUS AND OTHER FEES.

2. Dispute Resolution Assistance. While ListedBy is not responsible for resolution of any disputes between Members, ListedBy may at its sole discretion assist Members involved in a dispute between members relating to matters with their membership on the site. Any assistance requested from ListedBy must be in writing for review and consideration. ListedBy is in no way responsible for resolving the dispute between Members, nor does assistance provided by ListedBy relieve the Members from their responsibilities strictly within and under these Terms of Service.

   Should ListedBy be notified in writing, or otherwise determine, that a dispute has arisen between a Bidder and Seller, or should ListedBy suspect, detect or be notified of potential credit card or other fraud related to the transaction, ListedBy is authorized, in its sole and absolute discretion, to hold the funds at issue until notified in writing by all parties that the dispute has been resolved, or until the absence of fraud shall have been confirmed to its satisfaction, or until the dispute is resolved by mutual agreement. ListedBy is also authorized, in its sole and absolute discretion, to commence an action to interplead the funds in dispute, either in the state or federal courts in Maryland, in the jurisdiction of which a Member irrevocably consents, or in a court located where one or more of the parties to the dispute resides. The Member agrees that the decision of the courts in the interpleader action shall be final and binding upon the parties. Member further agrees that ListedBy shall be entitled to recover its reasonable costs of bringing the interpleader action, including its reasonable attorneys' fees, from the disputed funds.

NO AGENCY

ListedBy is an independent contractor, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between the Member and ListedBy by these Terms of Service.

ListedBy, LLC. AND AFFILIATES

Any offer made on the Site is invalid where prohibited by the law of the governing jurisdiction. ListedBy does not act as a broker in real estate transactions. Pursuant to the Terms of Service for the Site, and to the extent permitted by various state and local laws, ListedBy provides no due diligence and/or inspections and/or any and all research, except as otherwise set forth on the Site. Buyers wholly and completely acknowledge that all information concerning any property listed on the ListedBy Site is solely provided by Sellers and that ListedBy LLC. provides the technology for the subject property listing and/or offering and potentially the auction service as well. In the event a Member needs assistance with respect to subject properties and/or any and all assets properties, due diligence or local real estate issues, either as a Bidder or a Seller, a Member should contact a licensed real estate broker and/or real estate professional at their own sole discretion. Any Bidder or Seller who has any questions relating to real estate should research professionals at their own sole discretion. These Terms of Service shall apply to and inure to ListedBy, Llc.

APPLICABLE LAW AND OTHER TERMS

These Terms of Service shall be governed by and construed in accordance with the laws of the State of California. If any provision(s) of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. ListedBy's failure to exercise or enforce any rights or provisions of these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ListedBy wholly within in writing. Member and ListedBy agree that any cause of action arising out of or related to the use of the Site must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred and Member and ListedBy forever waives any such cause of action. The section titles in these Terms of Service are solely used for the convenience of the parties and have no legal or contractual significance.