REGISTER

Background & Defined Terms:

1. Website Owner conducts sales of industrial machinery, equipment, tooling, raw materials and other personal property (collectively the "Auction Items") by way of its proprietary online auction venue (the "Auction Venue") or by private negotiated sales (the "Private Sales"), both of which are conducted and/or advertised on Website Owner’s website, irsAuctions.com (the "IRS Website").
2. Website Owner has a database consisting of thousands of industrial machinery purchasers that purchase the Auction Items from the IRS Auction Venue and/or the Private Sales (collectively the "IRS Purchasers").
3. The IRS Website includes a global search engine (the "IRS Global Search Engine") which engine allows the IRS Purchasers and other visitors to the IRS Website (the "IRS Visitors") to search the IRS Auction Venue for particular Auction Items they wish to purchase and display the results for same (the "Global Search Results").
4. The IRS Global Search Engine provides the IRS Purchasers and the IRS Visitors with various search tools (the "IRS Global Search Tools"), which tools include and are defined as follows:
5. "IRS Global Industry Search" shall be defined as, "the different industries available in the IRS Global Search Engine for the IRS Purchasers and IRS Visitors to select". (i.e. Woodworking, Sawmills & Logging, Metal Working)
6. "IRS Global Search Categories" shall be defined as, "the master categories and subcategories available within the IRS Global Search Engine for the IRS Purchasers and IRS Visitors to select". (i.e. Moulders, Planers, Wide Belt Sanders)
7. "IRS Global Search Manufacturers" shall be defined as, "the master list of manufacturers within the IRS Global Search Engine for the IRS Purchasers and IRS Visitors to select". (i.e. IRS Global Search Manufacturer "Weinig" in the woodworking industry)
8. "IRS Global Search Key Words" shall be defined as, "the key words entered into the IRS Global Search Engine by the Purchasers and the IRS Visitors". (i.e. "Machining Center" in the Woodworking industry)
9. "IRS Global Alphabetical Search" shall be defined as, "the Auction Purchasers ability to search all Auction Items available on the IRS Website in the Alphabetical order.
10. The IRS Website includes an auction calendar (the "Auction Calendar"), which calendar lists auction events that the Website Owner is conducting.
11. Website Advertiser wishes to engage Website Owner to advertise Website Advertiser’s advertising banner and/or tile add (each an "Advertisement", collectively the "Advertisements") on certain pages of the IRS Website (the "Applicable Pages"), which pages are made available to the IRS Purchasers and IRS Visitors based on their use of the IRS Global Search Engine, IRS Global Search Tools, Global Search Results and/or the Auction Calendar.
12. When the Advertisement is clicked on by the IRS Visitors, such visitors will be directed to Website Advertiser’s website or a webpage on Website Advertiser’s website (the "Website Advertiser’s Landing Page").
13. The Advertisement will appear on certain Applicable Pages for a consecutive three (3) month period (each a "Run Period") and any additional Run Period(s) agreed to by the Parties.
14. Website Advertiser is not in the business of selling used machinery or performing auctions of used Industrial machinery and equipment, and as such, is not a competitor of Website Owner.

NOW, THEREFORE, in consideration of the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged and hereinafter set forth, the Parties hereto, intending to be legally bound, do hereby agree as follows:          

1. Placement of Advertisement(s) & Costs: Website Advertiser hereby engages Website Owner to include the Advertisement(s) on the Applicable Pages of the IRS Website in accordance with the selection(s), Run Period(s), graphics, Website Advertiser’s Landing Page and costs identified on the attached "Exhibit A".
2. Additional Advertisements: Additional Advertisement schedules identified as "Exhibit A", may be added at a later date by mutual agreement of the Parties. Upon such future additions, the added "Exhibit A" shall be deemed a part of and governed by this Agreement.
3. Additional Terms: By signing below Parties agrees to be legally bound by and accepts the terms set forth above and the Additional Terms attached hereto, incorporated herein and made a part hereof. This Agreement and "Exhibit A" may be executed in one or more counterparts (including by legible facsimile or other electronic transmission acceptable to Website Owner), each of which shall be deemed an original but all of which together will constitute one and the same instrument.

These Additional Terms are incorporated by reference in the Advertising Agreement by and between Website Advertiser and Website Owner  (the "Advertising Agreement").

1. Engagement of Website Owner: Website Owner shall act solely as an independent contractor for services performed on behalf of Website Advertiser and in accordance with the Advertising Agreement (the "Services"). Website Advertiser acknowledges and agrees that:
   1. No guaranty is made by Website Owner that any of the Services performed will produce any results desired by Website Advertiser.
   2. The Services are being provided to Website Advertiser on an "AS IS" basis, with all faults.
   3. Website Owner makes no representation or warranty that the Services will be available on a timely basis, or will be uninterrupted or error free. In no event shall Website Owner, its affiliates, stockholders, directors, officers, employees and/or agents be liable and/or responsible, directly or indirectly, for any damages, including without limitation, any direct, indirect, incidental, special or consequential damages, arising out of the IRS Visitor’s use of or inability to use the IRS Website or any linked or associated pages.
   4. Website Owner reserves the right to change the IRS Website and functionality of same at any time and without notice to Website Advertiser.
   5. Website Advertiser acknowledge and agrees that the Services are being provided on a nonexclusive basis.
   6. Website Owner reserves the right to reposition an Advertisement on the Applicable Pages and/or rotate such Advertisement with Advertisements for other Website Advertisers, provided that the Advertisement remains located on the specific Applicable Page identified on the Exhibit "A".
2. Ownership of Advertisements:  Website Advertiser represents and warrants to Website Owner that Website Advertiser is the sole and exclusive owner of all trademarks, logos and/or other contents of each Advertisement provided to and/or approved by Website Advertiser and is duly authorized to provide same to Website Owner for the purposes contained in the Advertising Agreement.
3. Sale-Specific Search Engines: Website Advertiser understands that, in addition to the IRS Global Search Engine, each individual auction or Private Sale conducted on the IRS Website may have a sale-specific search engine (the "Sale-Specific Search Engines"), which engines are utilized by the IRS Purchasers and IRS Visitors to locate Auction Items within the subject sale only. For additional clarity there are no Applicable Pages within the Sale-Specific Search Engines.
4. NO Competition to Website Owner: Website Advertiser represents that it is not in the business of performing auctions of industrial machinery and equipment.
   1. Website Advertiser represents that the selling of used industrial machinery and used equipment is not part of Website Advertiser’s core business model.
   2. Website Advertiser represents that the Website Advertiser’s Landing Page and/or other pages on the Website Advertiser’s website do not contain any language pertaining to auctions of industrial machinery and equipment.
5. Proper Content: Website Advertiser represents and warrants that the Website Advertiser’s Landing Page and/or other pages on the Website Advertiser’s website do not contain any links, language, images, products and/or any other content that violates any applicable laws, rules and regulations.
6. Indemnification: Website Advertiser hereby agrees to indemnify and agrees to defend and to hold Website Owner harmless from and against any and all claims, notices, demands, suits, actions, proceedings, costs and/or expenses (including reasonable attorneys' fees and expenses) arising from or out of or related to any breach by Website Advertiser of its covenants, representations and warranties contained herein or arising from its actions hereunder.
7. Entire Agreement and Amendments:  These Additional Consignment Terms and the terms of the Advertising Agreement (collectively, the "Agreement") contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersedes and cancels all prior and contemporaneous agreements and understandings, oral or written, with respect thereto, and this Agreement may be amended only by a written instrument executed by each party hereto.
8. Assignment: This Agreement may not be assigned by Website Advertiser without the prior written consent of Website Owner. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors or permitted assigns.
9. No Waivers: No waiver with respect to this Agreement shall be enforceable unless in writing and signed by the party against whom enforcement is sought. Except as otherwise expressly provided herein, no failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by any party, and no course of dealing between or among any of the parties, shall constitute a waiver of, or shall preclude any other or further exercise of the same or any other right, power or remedy.
10. Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, invalid, or void, the remainder of this Agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated. All provisions of this Agreement shall be deemed enforceable to the fullest extent permitted under applicable law, and when necessary, any court shall reform any and all provisions as necessary to give them such effect, consistent with the intent of the parties as reflected in this Agreement.
11. Controlling Law; Jurisdiction: This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Any action, claim, proceeding or suit against any of the parties hereto relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the Court of Common Pleas located in York County, Pennsylvania.
12. Counterparts: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement. This Agreement may be executed by legible facsimile or other electronic transmission acceptable to Website Owner.
13. Website Owner’s Right to Terminate:  Website Owner may terminate the Advertising Agreement and/or any Advertisement at any time, should Website Owner determine, in Website Owner’s sole discretion, that it is in Website Owner’s best interest to do so.  In such event, Website Owner will reimburse Website Advertiser for any remaining advertising time paid for by the Website Advertiser after such termination.  Should Website Owner choose to terminate the Advertising Agreement and/or any Advertisement, Paragraphs 5., 6., 11. and 14. shall remain in full force.
14. Website Advertiser’s Right to Terminate:  Website Advertiser may terminate the Advertising Agreement and/or any Advertisement, provided that Website Advertiser provides Website Owner with written notice no later than (5) days prior to the next Run Period.
15. Privacy of IRS Visitors: Under no circumstances will Website Owner divulge the company names and/or contact information of the IRS Visitors to Website Advertiser.