Extrastock Pty Ltd provides you, our clients, with Services (the "Services") through this web site and tools provided by Extrastock partner ChannelAdvisor Corporation. By using our Services, you indicate your assent to be bound by and you agree to the terms and conditions of these Terms of Use (this "Agreement").

Description of Services
The Services enable Extrastock to post and manage online sales on multiple electronic marketplace sites and exchanges. Extrastock and our partner, ChannelAdvisor use reasonable efforts to ensure the accuracy and availability of the information and content, including links that it makes available through the Services. However, in some instances the Services are composed of content not offered by Extrastock or ChannelAdvisor. Extrastock and ChannelAdvisor do not control (i) the quality, safety or legality of items available through third party electronic marketplaces or electronic exchanges, (ii) the truth or accuracy of the content from those electronic marketplaces or electronic exchanges, or (iii) the availability or technical capabilities of third party web sites or links to those web sites. Extrastock and ChannelAdvisor are not liable or responsible for content supplied by third parties, or for actions you might take in reliance on that content.

Extrastock and ChannelAdvisor's Services provide information concerning electronic marketplaces on the eBay electronic marketplaces and provide tools to list items (or, as appropriate, solicit offers to buy). Extrastock and ChannelAdvisor have no control over the availability of the items listed or in some cases of the identity of buyers or sellers. Extrastock and ChannelAdvisor are not involved in any transactions between you and any electronic marketplace or electronic exchange, and is not responsible for, and does not guarantee the price or performance of any goods, services of information provided by electronic marketplaces or electronic exchanges.

Extrastock and ChannelAdvisor reserve the right to access, monitor, remove, or disable access to any of your information, image files, electronic marketplace descriptions and templates at any time in either Extrastock or ChannelAdvisor's sole discretion. Extrastock and ChannelAdvisor reserve the right to change any information, features and functions of the Services without prior notice. Extrastock and ChannelAdvisor reserve the right to temporarily suspend Services for planned and unplanned maintenance.

License
You hereby grant Extrastock and ChannelAdvisor a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licenseable right to exercise the copyright and publicity rights you have in the sum of all your information and files uploaded to Extrastock via the ChannelAdvisor technology, including but not limited to image files, electronic marketplace descriptions and templates, in any existing or future media now known or not currently known (your "Materials"), solely for purposes related to providing the Services. You further represent and warrant that you have the authority to grant such license and that the holder of any intellectual property or other proprietary rights in the your Materials has licensed, assigned or waived such holder's rights to the extent necessary to grant the license. Any communications or materials you transmit to Extrastock or ChannelAdvisor by electronic mail may be used by Extrastock, ChannelAdvisor or either party's affiliates for any purpose. Furthermore, Extrastock and ChannelAdvisor are free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever.

Authorisation
You hereby authorise Extrastock and ChannelAdvisor on your behalf to access third-party electronic marketplaces or electronic exchanges with which you have usage agreements to retrieve and post information necessary to provide the Services to you. You hereby appoint Extrastock and ChannelAdvisor as your agent for this limited purpose.

Consideration
You shall pay Extrastock the amounts specified in the Fees and Cancellation Policy according to the terms and conditions therein of your Sales Agreement with Extrastock.

authorised Use
Under this Agreement, you grant Extrastock and ChannelAdvisor the permission and right to access and use the Services for your eBay.com.au account and to copy, distribute and transmit the content of the Services to the extent that such copying, distribution, and transmission is automatically done through browser software. You may also print a copy of the information displayed on the Services for your personal use. Except as set forth above, you may not modify, reformat, copy, display, distribute, transmit, publish, license, create derivative works from, transfer or sell any information, products, or service obtained by your use of the Service.

You may not mirror on your own web site any portion of the Services or display through your own web site any results pages or other information from the Services without Extrastock or ChannelAdvisor's expressed permission. Extrastock and ChannelAdvisor reserve all rights not explicitly granted to you. For the purpose of this Agreement, if you are a business, "personal use" shall include any use set forth above and undertaken by the personal representatives of your business for the benefit of your business.

You shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the Services, the software code, functionality and/or URL's that enable the you to access the Services or in any element, derivation, adaptation, variation or name thereof. If you use the Services other than as provided above, you may violate copyright and other laws of Australia the United States, or other countries, as well as applicable state laws and may be subject to penalties.

Ownership
You acknowledge that all right, title and interest in the Services and the software code, functionality and/or URL's that enable the you to access the Services are exclusively owned by ChannelAdvisor and/or its licensors, and is protected by copyright and other intellectual property or proprietary rights and that no right other than the limited license granted herein to access and use the Services is provided to you.

Without limiting the foregoing, you hereby assign to Extrastock and ChannelAdvisor all worldwide right, title and interest in the Services and the software code, functionality and/or URL's that enable the you to transact the Services and in any material objects consisting of the Services and/or any Extrastock or ChannelAdvisor trademark, tradename or service mark.

User Representations and Warranties
By accepting this Agreement, you represent and warrant that: (i) you have full power and authority to enter into this Agreement, (ii) you are not a minor, (iii) you have not had a registered ChannelAdvisor account that has been suspended or terminated, (iv) you will not create, publish, or distribute any item that references Extrastock or ChannelAdvisor or the Services without first submitting those items to Extrastock or ChannelAdvisor and receiving written consent, (v) you will not issue any press release or other public statements regarding the Services without Extrastock or ChannelAdvisor's prior written approval, (vi) you will not utilize any device, software or routine to interfere or attempt to interfere with the proper working of the Services, (vii) you will limit storage and usage of images stored within the image library to be used in marketplace sales placed through the Services; (viii) the information and files uploaded to ChannelAdvisor Enterprise on your behalf, including but not limited to image files, electronic marketplace descriptions and templates: (a) are owned, validly licensed for use by you or are in the public domain; (b) do not constitute defamation, libel, obscenity; (c) do not violate applicable law or regulations; (d) do not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; (e) do not result in any consumer fraud, product liability, breach of contract to which you are a party or cause injury to any third party; and (f) do not contain any viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to interfere or disrupt the Services.

Defamation, Copyright and Trademark Claims
Extrastock and ChannelAdvisor make available information provided by others and is a provider of an interactive computer services, pursuant to 47 U.S.C. section 230. As such, our liability for others' conduct and information is limited as described therein. Further, ChannelAdvisor is a service provider under pursuant to 17 U.S.C. section 512(c).

Extrastock and ChannelAdvisor have designated an agent to receive notifications of alleged copyright infringement on the Services as follows:

Extrastock Pty Ltd
Inglewood Business Centre
Unit 13/7 Inglewood Place
Baulkham Hills, NSW 2153
Australia

Phone: 61-2-8883-2900
Fax: 61-2-8883-2911
e-mail: info@extrastock.com.au

ChannelAdvisor Corporation
Attn: Chief Financial Officer
5001 Hospitality Court, Suite 100
Morrisville, NC USA 27560

Phone: 919-465-5680
Fax: 919-388-9405
e-mail: legal@channeladvisor.com
In notifying Extrastock or ChannelAdvisor of alleged copyright infringement, you must include the following information:

A description of the copyrighted work that is the subject of claimed infringement;
A description of the infringing material and information sufficient to permit Extrastock or ChannelAdvisor to locate the alleged material;
Contact information for you, including your address, telephone number and/or email address; A statement by you that you have a good faith belief that the material in the manner complained of is not authorised by the copyright owner, or its agent, or by the operation of any law;
A statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed;
And a physical or electronic signature of the copyright owner or a person authorised to act on the owner's behalf.

Failure to include all of the above-listed information may result in the delay of the processing of Extrastock or ChannelAdvisor's complaint. For more information on the Digital Millennium Copyright Act please visit the United States Copyright Office at http://lcweb.loc.gov/copyright/onlinesp/. For information on Australian copyright issues please visit: http://www.digital.org.au/index.htm

Extrastock or ChannelAdvisor do not arbitrate or resolve trademark disputes among Extrastock or ChannelAdvisor users and third parties. However, Extrastock and ChannelAdvisor will promptly comply with an order of a court of competent jurisdiction concerning a trademark issue.

Privacy and Data Collection
Registration data and certain other information about you is subject to our Privacy Policy. For more information, please see our Privacy Policy set forth below.

Indemnification
You agree that you shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Extrastock or ChannelAdvisor Corporation (a) arising out of or related to your failure to comply with your obligations under this Agreement; (b) arising out of an infringement claim related to your products, or (c) arising out of or related to any of your illegal acts or the illegal acts of, your employees or agents. You will not enter into any settlement or compromise of any such claim without Extrastock or ChannelAdvisor Corporation's prior consent, which shall not be unreasonably withheld.

Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. EXTRASTOCK AND CHANNELADVISOR DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXTRASTOCK AND CHANNELADVISOR ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES, OR FOR ANY THIRD PARTY SITES THAT CAN BE LINKED TO USING THE SERVICES. EXTRASTOCK AND CHANNELADVISOR DO NOT WARRANT THAT THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXTRASTOCK AND CHANNELADVISOR ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES OR FOR ANY THIRD PARTY SITES THAT CAN BE LINKED TO USING THE SERVICES.

Limitation of Liability
IN NO EVENT SHALL EXTRASTOCK OR CHANNELADVISOR'S EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS OR ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT EXTRASTOCK OR CHANNELADVISOR WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT WILL EXTRASTOCK OR CHANNELADVISOR'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT PAYABLE TO YOU UNDER YOUR AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. IF YOU HAVE A DISPUTE WITH ONE OR MORE ELECTRONIC MARKETPLACES OR ELECTRONIC EXCHANGES ACCESSED THROUGH THE CHANNELADVISOR WEB SITE OR THROUGH THE USE OF THE SERVICES, YOU AGREE TO RELEASE AND HEREBY RELEASE EXTRASTOCK AND CHANNELADVISOR (AND THEIR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF ANY WAY CONNECTED WITH SUCH DISPUTES.

Termination
Extrastock and ChannelAdvisor may terminate your account and the Services at any time and for any reason, including but not limited to your failure to abide by the terms and conditions of this Agreement, a failure to comply with the payment terms of the Fees and Cancellation Policy or any action that reflects poorly on Extrastock or otherwise disparages or devalues Extrastock or ChannelAdvisor's trademarks, service marks, tradename, reputation or goodwill.

You may terminate your use of Services at any time by written notification to the account maintenance email address of this web site. This Agreement will terminate upon cancellation of your account; provided however, upon termination, you will remain subject to the Fees and Cancellation Policy of your Sales Agreement. You acknowledge that termination of the Services may occur without prior notice and you agree that Extrastock and ChannelAdvisor shall not be liable to you or any third-party for any termination of your access to the Services.

The provisions set forth in this Agreement that by their terms have continuing obligations shall survive termination of this Agreement. Such terms include but are not limited to consideration, ownership, representations and warranties, indemnification, limitation of liability, disclaimers of warranties and governing law shall survive termination of this Agreement.
Notice
Any notice required for or permitted by this Agreement shall be in writing and shall be deemed delivered if delivered as indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, (iii) by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission report, (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by the same day, when delivered by email. All notices must be sent to:

Extrastock Pty Ltd
Attn: Accounts
Suite 211, 25 Solent Circuit
Baulkham Hills, NSW 2153
Australia
Phone: 61-2-9899-9679
Fax: 61-2-9899-1677
e-mail: info@extrastock.com.au

ChannelAdvisor Corporation
Attn: Chief Financial Officer
5001 Hospitality Court, Suite 100
Morrisville, NC 27560
Phone:919-465-5680
Fax:919-388-9405
e-mail: legal@channeladvisor.com

Agreements with Third Parties
You agree to comply with all agreements entered into with third parties while using the Services.

Amendment
Extrastock and ChannelAdvisor may amend this Agreement at any time by posting the amended terms on its web site. Except as stated below, all amended terms are automatically effective 30 days after they are initially posted.

Severability
If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

Waiver
The terms or covenants of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.

Assignment
You may not assign your rights or delegate your obligations under this Agreement without Extrastock or ChannelAdvisor's prior written consent, which may be withheld for any reason.

Section Headings
The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Governing Law
This Agreement will be governed and construed, to the extent applicable, in accordance with Australian law, and otherwise, in accordance with New South Wales, without regard to conflict of law principles. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Except for requests for injunctive relief, any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in New South Wales under a mutually agreed upon arbiter appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Entire Agreement
This Agreement (including the Fees and Cancellation Policy, these Terms and Conditions, the Privacy Policy and all exhibits, riders and mock ups attached thereto) constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements (including without limitation, any warranties) with respect to the subject matter hereof. This agreement was last revised on November 2002.