CARTFLY.COM USER TERMS OF SERVICE AGREEMENT

I. Welcome to Sellit Social Commerce - Your Acceptance of Our terms of Use and Privacy Policies

Sellit Social Commerce Inc. (Sellit Social Commerce) offers services through the domain www.cartfly.com and related sub-domains (referred to individually and jointly as the "Site"). By using the services and features (the "Services") offered through the Site, you are accepting and agreeing to ("your acceptance") the terms (the "terms") outlined in this document (the "User Agreement"). If you do not agree to the terms of this User Agreement, then do not use the Site or the Services offered on the Site.

In addition to agreeing to the terms of this User Agreement, you must read and agree specifically to the "Cartfly Privacy Policies Agreement" (the "Privacy Agreement"). Our privacy policies are explained in this document. By agreeing to the terms of this User Agreement, you are stating that you have also read and agreed to the Privacy Policies. Furthermore, in the event you purchase or sell any products or services offered through a store on this site, you must agree to the terms of the Cartfly.com Seller's Agreement (the "Sellers Terms") and/or the Cartfly.com Buyer's Agreement (the "Buyers Terms"). By agreeing to be bound by the terms of this Users' Agreement, you are stating that you have read and agreed to be bound by the Sellers Terms and/or the Buyers Terms as the case may be.

Before you may become a member of the cartfly.com community, you must read and accept this User Agreement. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you also agree that your use of some cartfly.com-branded websites or websites we operate may be governed by separate user agreements and privacy policies. The agreement that applies on any of our domains and sub-domains is always the agreement that appears in the footer of each website.

Upon your acceptance, you agree to comply with and be bound by the following Terms of Use.

II. Terms of Use

General Conditions Involving Use of the Site

You may use our services, the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singularly or collectively, the "Content") solely in connection with the intended purposes of the Site. No right, title or interest in any Content is transferred to you, whether as a result of downloading such Content or otherwise. Sellit Social Commerce reserves complete title and full intellectual property rights in all Content. Except as expressly authorized by this Agreement, you may not use, alter, copy, distribute, transmit, or derive another work from any Content obtained from the Site or the Service, except as expressly permitted by the Terms of Use.

You agree to use the Site only for lawful purposes. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. You agree not to add to, subtract from, or otherwise modify the Content, or to attempt to access any Content that is not intended for you. You agree not to use the Site in any manner that might interfere with the rights of third parties.

While using the Site you will not:

• post content or items in an inappropriate category or areas on the Site;
• violate any laws or third party rights;
• use the Site if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from the Site.
• fail to deliver payment for items purchased by you;
• fail to deliver items purchased from you (See Separate Seller's Agreement for specific rights and responsibilities as a Seller on the Site.);
• manipulate the price of any item or interfere with other user's listings;
• circumvent or manipulate our fee structure, the billing process, or fees owed to Sellit Social Commerce;
• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Site or for using it for purposes unrelated to Sellit Social Commerce);
• transfer your Sellit Social Commerce account (including feedback) and User ID to another party without our consent;
• distribute or post spam, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm Sellit Social Commerce, or the interests or property of Sellit Social Commerce users;
• copy, modify, or distribute content from the Site and/or Sellit Social Commerce's copyrights and trademarks; or
• harvest or otherwise collect information about users, including email addresses, without their consent.
• post content that is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individuals;
• post content which harasses or advocates harassment of another person;
• post content that is or could be harmful to minors;
• post content that involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spam";
• post content that promotes information that you know is false, misleading, or promotes illegal activities or conduct, is abusive, threatening, obscene, defamatory or libelous;
• post content that is or promotes an illegal or unauthorized copy of another person's work, such as providing pirated computer programs or links to them, provides information to circumvent manufacture-installed copy-protect devices; providing pirated content or links to pirated content files; post content that contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
• post content that is pornographic or depicts a human being engaged in actual sexual conduct, including but not limited to (i) sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal, whether between persons of the same or opposite sex, or (ii) bestiality, or (iii) masturbation, or (iv) sadistic or masochistic abuse, or (v) lascivious exhibition of the genitals or pubic area of any person;
• post content that provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
• post content that provides instructional information about illegal activities such as making or buying illegal weapons; violating someone's privacy; providing or creating computer viruses;
• post content that solicits passwords, personal identifying information for commercial or unlawful purposes from other users;
• post content that engages in commercial activities and/or sales without Sellit Social Commerce's prior written consent, such as contests, sweepstakes, barter, advertising, pyramid schemes, or that otherwise violates Sellit Social Commerce's "Seller's Agreement" (Please review Sellit Social Commerce's separate "Cartfly.com Seller's Agreement".)

Payment of Fees:

1. A valid credit card is required for monthly subscription billing of $5.99 per Cartfly account enabled. The service will be billed in 30 day intervals.
2. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
3. Cartfly charges a per transaction fee equal to 3% of the gross amount of any and all transactions completed through your Cartfly storefront.

Cancellation and Termination:

1. Cartfly does not provide refunds for monthly subscriptions.
2. Once your account is cancelled all of your Content will be immediately deleted from the Service. Since deletion of all data is final please be sure that you do in fact want to cancel your account before doing so.
3. If you cancel the Service in the middle of the month, your credit card may receive one final monthly subscription billing. Once that monthly subscription has been paid you will not be charged again.
4. We reserve the right to modify or terminate the Cartfly service for any reason, without notice at any time.
5. Fraud: Without limiting any other remedies, Sellit Social Commerce may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

Refund Policy

All Sales are final.

Content

You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Site, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item ("Item") of Content that you post, email or otherwise make available via the Site. You understand that Sellit Social Commerce Inc. does not control, and is not responsible for Content made available through the Site, and that by using the Site or making purchases, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.

Furthermore, the Site and Content may contain links to other websites, which are completely independent of cartfly.com or cartfly.com. Sellit Social Commerce Inc. makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other webites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Sellit Social Commerce Inc. be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that Sellit Social Commerce Inc. does not pre-screen or approve Content, but that Sellit Social Commerce Inc. shall have the right (but not the obligation) in its sole discretion to refuse, delete or remove any Content that is available via the Site, for violating the letter or spirit of the User Agreement or for any other reason.

Copyright

The Site and the Content are protected by U.S. and/or foreign copyright laws, and belongs to Sellit Social Commerce Inc. or its partners, affiliates, contributors or third parties. The copyrights in the Content are owned by Sellit Social Commerce Inc. or other copyright owners who have authorized their use on the Site. You may download and reprint Content for non-commercial, non-public, personal use only or as otherwise intended by Sellit Social Commerce Inc. and the purpose of this Site. You may not manipulate or alter in any way images or other Content on the Site without specific permission from Sellit Social Commerce Inc., cartfly.com or the copyright owner.

Content License

When you give us Content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media known now or in the future. (We need these rights to host and display your content.)

Trademarks

You are prohibited from using any of the marks or logos appearing throughout the Site without permission from the trademark owner, except as permitted by applicable law.

Links to Third-Party Web Sites

Links on the Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by cartfly.com of the third party, the third-party web site, or the information contained therein. Sellit Social Commerce is not responsible for the availability of any such web sites. Sellit Social Commerce Inc. is not responsible or liable for any such web site or the content thereon. If you use the links to the web sites of cartfly.com affiliates or service providers, you will leave the Site, and will be subject to the terms of use and privacy policy applicable to those web sites.

Linking to this Site

Unless specifically authorized by Sellit Social Commerce Inc., you may not connect "deep links" to the Site, i.e., create links to this site that bypass the home page or other parts of the Site. You may not mirror or frame the home page or any other pages of this Site on any other web site or web page.

Downloading Files

Sellit Social Commerce cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs.

Abusing Sellit Social Commerce

Sellit Social Commerce Inc. works diligently to keep the Site working properly. Please report problems, offensive content, and policy violations to us. Please send a detailed description to report@cartfly.com.

Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, remove hosted content, and take technical and legal steps to keep users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel user accounts.

Access and Interference

Much of the information on the Site is updated on a real-time basis and is proprietary or is licensed to cartfly.com by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.

Additionally, you agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the Site without the prior expressed written permission of Sellit Social Commerce Inc. and the appropriate third party, as applicable;
• interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

III. Other Terms and Conditions

Liability

Sellit Social Commerce INC, AND CARTFLY.COM MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICES OR THE CONTENT. Sellit Social Commerce INC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SITE, THE SERVICES, THE CONTENT, AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. Sellit Social Commerce INC DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. Sellit Social Commerce DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

IN NO EVENT WILL Sellit Social Commerce INC, CARTFLY.COM BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, OR THE CONTENT, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICE, OR THE CONTENT, EVEN IF Sellit Social Commerce HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICES, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES Sellit Social Commerce'S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00.

You will not hold Sellit Social Commerce Inc., Cartfly.com responsible for other users' actions or inactions, including things they post or sell. You acknowledge that this Site is a venue to allow anyone to offer or seek to sell or buy a variety of goods and/or services and to function as an on-line community designed to facilitate valuable professional and personal networking among its users based on common interests. We are not involved in the actual transactions between the users. We have no control over and do not guarantee the quality, safety or legality of the goods or services advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction. You will not hold Sellit Social Commerce Inc. responsible for other users' actions or inactions, including things they post. You acknowledge that cartfly.com is a venue to allow anyone to offer, sell, and buy just about anything, at anytime, from anywhere, in a variety of pricing formats and venues, such as stores and fixed price formats.

You agree to indemnify and hold Sellit Social Commerce Inc., Cartfly.com, Ustrive.com, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including attorney fees and court costs, made by any third party due to or arising out of goods or services offered for sale or actually purchased or the Content you submit, post or make available through the Service, your use of the Service, or your violation of the User Agreement.

Release

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 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."

Indemnity

You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless cartfly.com and Sellit Social Commerce Inc., its parent companies, subsidiaries, affiliated companies, joint ventures, business partners, licensors, employees, agents, and any third-party information providers to the services from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Site, the services, or the Content, or any violation by you of this Agreement.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on Sellit Social Commerce Inc.'s statutory agent. Alternatively, we may give you legal notice by mail to the address you provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

Notice and Opportunity to Cure

In the event Cartfly.com shall concludes (on its own or as the result of communication from a buyer or web site user) that Seller has violated any provision of this Agreement, then Cartfly shall notify Seller of the violation. Seller shall have 20 calendar days from the date of notice to cure the violation to the satisfaction of cartfly.com. In the event the Seller has not cured the violation within this 20 day period, then Cartfly.com may take any one or more of the following actions:

• Cancel product or service listing
• Revoke account privileges
• Suspend account
• Freeze account administration features
• Refer matter to Law Enforcement

Contacting the Web Site

If you have any question about the User Agreement, the Services or practices of this Site, or your dealings with this web site, please email us at contact@cartfly.com. If your questions are not answered online, you may write us at:

Sellit Social Commerce Incorporated
1030 NW Johnson Street
Portland, OR 97209 USA

Resolution of Disputes

If a dispute arises between you and Sellit Social Commerce Inc. or cartfly.com our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you agree that we will resolve any claim or controversy at law or equity that arises out of this User Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

• Law and Forum for Disputes - This User Agreement shall be governed in all respects by the laws of the State of Arizona as they apply to agreements entered into and to be performed entirely within Arizona between Arizona residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Sellit Social Commerce must be resolved by a court located in Phoenix, AZ. You agree to submit to the personal jurisdiction of the courts located within Phoenix, AZ for the purpose of litigating all such claims or disputes.
• Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $5,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• Attorneys' Fees - In the event Sellit Social Commerce Inc. is required to incur any attorneys' fees or other expenses in connection with enforcing or defending its rights under this Agreement with respect to user, user shall reimburse Sellit Social Commerce for such reasonable attorneys' fees and expenses.

Revisions to the User Agreement

The provisions of this User Agreement may be changed from time to time. Except as stated otherwise, changes take effect when we post them on the Site. When using particular Services on the Site, you are subject to any unique posted policies or rules applicable to specific Services you use through the Site, which may be posted from time to time. All such policies or rules are hereby incorporated into this User Agreement. This User Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

General

Cartfly.com and Sellit Social Commerce Inc. are used interchangeable at times and the mention of one within a section of this Agreement and not the other does not limit or restrict application of the provisions of the particular section to the named entity to the exclusion of the others although in other sections both are named at times. 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. Our failure to act with respect to a particular breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

End of User Agreement