We maintain Paddle8.com and GavelandGrand.com (the "Sites") in order to provide seller and buyers of fine art, antiques, collectibles, events and experiences a platform to exhibit, list, offer for sale, sell, and purchase property.

The following terms and conditions ("Terms and Conditions") govern your use of the Sites. If you are in the United Kingdom, then these Terms and Conditions apply to your use of the Sites in the United Kingdom. Your use of certain areas or features of the Sites may be subject to additional or separate terms and conditions, which will be posted or otherwise made available to you in connection with such area or feature. By way of example, a seller may post their own terms and conditions that apply to the sale of certain property. In addition, all users may be required agree to a User Agreement which will also govern their use of the Sites. The Sites are owned and operated by Paddle8, Inc. and its subsidiaries ("Paddle8" or "we" or "us" or "our"). Payment processing for purchases on the Sites is done by Paddle8, Inc., except in the United Kingdom where payment is received by Paddle8 Limited UK.

We may change the Terms and Conditions from time to time, at any time without notice to you, by posting such changes on the Sites. BY ACCESSING, USING, BROWSING, EXHIBITING, LISTING, OFFERING FOR SALE, SELLING OR BUYING ON THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Sites.

1. Proprietary Rights in Sites. Paddle8 does not claim ownership of content (including, for example, audio, images, photographs, illustrations, text, video, etc.) you submit or make available for inclusion on publicly accessible areas of the Sites, user accessible areas of the Sites, or in Archiv8. As between you and Paddle8, Paddle8 owns, solely and exclusively: a) all rights, title and interest in and to the Sites, b) all audio, images, photographs, illustrations, text, graphics, logos, button icons, other visuals, video, copy, etc., created or made available by Paddle8 on the Sites, c) software, code, data and materials on the Sites, d) the look and feel, design and organization of the Sites, and e) the compilation of the content, code, data and materials on the Sites, including but not limited to any copyrights, trademark rights, patent rights, database rights, trade secrets, moral rights (including the rights of authorship and attribution and subsequent modification), sui generis rights and other intellectual property and proprietary rights (whether registered or unregistered in any jurisdiction) therein. Your use of the Sites does not grant to you any ownership of any content, software, code, data, or materials you may access on the Sites.

2. Limited License to Use Sites. We offer the Sites and their services only to those who may lawfully enter into and form contracts under applicable law. For example, minors are not allowed to exhibit, list, offer for sale, sell or buy property or experiences, or perform other transactions on the Sites. You agree to comply with all applicable law, statutes and regulations regarding use of the Sites. You may access and view the content on the Sites on your computer or other Internet compatible device, and make single copies or prints of the content on the Sites for your internal use only. The Sites and the services offered on or through the Sites, including any content, software, code, data and materials thereon, are only for your own internal use.

3. Prohibited Uses. Any commercial distribution, publishing or exploitation of the Sites, or any content, software, code, data or materials on the Sites, is strictly prohibited unless you have received the express prior written permission of Paddle8 or the applicable rights holder. Other than as provided in Section 2 above, you may not download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, software, code, data or materials on the Sites. If you make other use of the Sites, or the content, software, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Paddle8 will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. 4. Trademarks. The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Sites or on content available through the Sites are registered and unregistered Trademarks of ours and others and may not be used unless authorized by the trademark owner. All Trademarks not owned by us that appear on the Sites are the property of their respective owners. Nothing contained on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Sites without our express written permission or that of the third party rights holder. Your misuse of the Trademarks displayed on the Sites are strictly prohibited. Paddle8 will aggressively enforce its Trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

5. Copyright. The contents of the Sites, such as text, graphics, images, audio, video, data, coding, scripts, computer programs and other material ( collectively "Materials"), are protected by copyright under the laws of the United States as well as other countries, and are owned or controlled by us or by third parties that have licensed their Materials to us. We authorizes you to view and download a single copy of the Materials solely for your personal, non-commercial use, or in the case of galleries, to display to your clients solely for purposes of facilitating a transaction with us. The use of any software that is made available for downloading from the Sites ("Software") is governed by the terms of the software license agreement accompanying such software (the "License Agreement"), and is conditioned on your agreement to be bound by the terms of the License Agreement. All rights in and to the Material not expressly granted to you in the Agreement are reserved. Neither the availability of, nor anything contained within the Sites shall be construed as conferring any license under any of Paddle8's or any third party's intellectual property rights, other or further than as expressly provided in the foregoing provisions of this paragraph, whether by implication, estoppel or otherwise. Unauthorized use of the Materials may violate copyright, trademark, and other laws. You may not sell, prepare derivative works based on or modify the Materials (including, without limitation, preparation of summaries of the Material or "thumbnails" of any images therein), or reproduce, publicly display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. The use of the Material or any portion thereof on any other Sites, or in any publication, database, catalog or compilation, or in a networked computer environment for any purpose other than personal browsing of the Sites without our express prior written permission is strictly prohibited. With respect to any copy you make of the Materials within the scope of the limited license granted herein, you must retain therein, unmodified and unobscured, any and all copyright and other proprietary notices contained in the original Materials. Some of the Materials may contain digital "watermarks" to indicate their source and ownership. You agree not to attempt to remove, deactivate, reverse engineer, modify, tamper with or obscure any such watermarks. If you would like information about obtaining Paddle8's permission to use the Material on your site, please email [email protected]

6. User Information. You may be asked to provide certain personalized information to us ("User Information") during your use of the Sites. Our information collection and use policies with respect to the privacy of such User Information are set forth in our Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

7. Material Offensive to Minors and Sensitive People. WARNING: The content of the Sites are not intended for minors. Such content is generally uncensored and may include nudity or other graphic or literary content that some people may consider offensive. If you allow your child to use your computer, it is your responsibility to determine whether any of the services, content and subject matter displayed on the Sites are inappropriate for your child, and to control the child's use of the computer accordingly. If you yourself find offensive content of the type referred to above, you should not use the Sites.

8. Use of Robots and Spiders. We reserve the right to employ robot exclusion headers and similar mechanisms within the Sites, and you agree that you and all persons and facilities under your control will honor such headers and mechanisms. Regardless of the presence or absence of any such headers or mechanisms, and without limiting the generality of any other restriction on use of the Sites or the Material set forth in these Terms and Conditions, you will not in any event use any robot, spider, or other automatic or manual device or process for the purpose of compiling information regarding the identification, address or other attributes of any of our users, buyers or sellers, or to recreate in original or modified form any substantial portion of the Sites. You further agree not to use any device, software or routine to interfere or attempt to interfere with the proper functioning of the Sites or any transactions being conducted on or in connection with the Sites. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our servers or systems.

9. Termination. Paddle8 may terminate, change, suspend, add to or discontinue any aspect of the Sites or the Sites' services at any time, in our sole discretion, and without liability to any user. Paddle8 may restrict, suspend or terminate your use of or access to the Sites if we believe you are in breach of or are attempting to breach our Terms and Conditions or applicable law, or for any other reason without notice or liability.

10. Copyright Infringement on the Sites. Paddle8 respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Paddle8's Copyright Agent the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the Material that you claim is infringing is located on the site; your address, telephone number, and e-mail address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and, a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

Paddle8's Copyright Agent for Notice of claims of copyright infringement on its site is Ashley Van Belle who can be reached as follows: By mail: Ashley Van Belle Copyright Agent Paddle8, Inc., 30 Cooper Square, 4th Floor, New York, NY 10003 Voice: (212) 966-3535 Email: [email protected]

11. Submitted Materials. Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Sites. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us ("Submitted Materials") will be deemed not to be confidential or secret, and may be used by us in any manner consistent with our Privacy Policy. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto (i.e., that the material you submit does not infringe the rights of a third party), and that any "moral rights" in Submitted Materials have been waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub licensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time.

12. User Postings. Paddle8 may provide certain areas of the Sites designated as open to our users at large ("Open Areas"). Generally, any communication that you post to Open Areas is considered to be non-confidential.

By posting communications (including any graphic or multimedia content) to Open Areas, you automatically grant us a royalty-free, perpetual, irrevocable non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, publicly perform, and publicly display the communication and any trademarks, names or likenesses therein alone or as part of compilations or other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sub licensees.

We do not screen communications in advance and are not responsible for screening or monitoring material posted by users. As a user, you are responsible for your own communications and are responsible for the consequences of their posting. You must not do any of the following things while accessing or using the Sites or using the Material: (1) post or transmit any material unless you are the owner of all patent, trademark, copyright, trade secret or other proprietary rights ("Rights") therein, or have the permission of the owner of the Rights to post or transmit such material to the Sites; (2) post material that otherwise violates any Rights of any third party or violates or infringes on the privacy or publicity rights of third parties; (3) post material that is obscene, defamatory, threatening, harassing, abusive, hateful, embarrassing or otherwise objectionable to another User or any other person or entity; (4) post sexually-explicit language or images; (5) post advertisements or solicitations of business; (6) post or transmit any chain letters or pyramid schemes; (7) impersonate another person or entity; (8) intentionally or unintentionally violate any applicable local, state, national or international law while using or accessing the Sites or the Material; or (9) post or transmit any information containing a virus or other harmful component.

If notified by a user of communications that allegedly do not conform to any term of these Terms and Conditions, we may investigate the allegation and determine in its sole discretion whether to remove or request the removal of the communication. Paddle8 has no liability or responsibility to users for performance or non-performance of such activities. We reserve the right, in our sole discretion, to expel users and prevent their further access to the Sites for violating these Terms and Conditions or the law. We also reserve the right at all times to disclose any information as necessary or deemed desirable by us to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.

WE DO NOT ENDORSE, SUPPORT, REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY COMMUNICATIONS POSTED BY OTHER USERS OR ENDORSE ANY OPINIONS EXPRESSED BY USERS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON MATERIAL POSTED BY OTHER USERS WILL BE AT YOUR OWN RISK.

13. Prohibited User Conduct. You warrant and agree that, while using the Sites and the various services and features offered on or through the Sites, you shall not: (a) impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party's advertising, branding or other promotional content into any of the Sites' content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes without our permission; (c) attempt to gain unauthorized access to other computer systems through the Sites; (d) engage in spidering, "screen scraping," "database scraping," harvesting of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of property, users or other information from or through the Sites; (e) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (f) use the Sites or the services made available on or through the Sites in any manner with the intent to interrupt, damage, disable, overburden, or impair the Sites or such services, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests; (g) use the Sites in violation of Paddle8 or any third party's intellectual property or other proprietary or legal rights; or (h) use the Sites in violation of any applicable law. You further agree that you may not attempt (or encourage or support anyone else's attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the Sites or make unauthorized use thereof. You agree that you will not use the Sites in any manner that could damage, disable, overburden, or impair the Sites or interfere with any other party's use and enjoyment of the Sites. You may not obtain, use or access, or attempt to obtain, use or access, any materials or information through any means not intentionally made publicly available or provided for through the Sites.

14. Privacy. Paddle8 is committed to maintaining your privacy. Paddle8 does, however, gather certain information that you provide to the Sites. For information regarding Paddle8's policies for using user information please read our Privacy Policy.

15. Registration, passwords, signatures. In consideration of your use of the Sites, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by any registration form that you may fill out on the Sites (“Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or if we have grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof).

You may receive a password and/or account designation, or a digital signature upon completing the registration process on the Sites. You are responsible for maintaining the confidentiality of any such password, digital signature and account, and are fully responsible for all activities that occur under your password, digital signature or account. You agree to (a) immediately notify us of any unauthorized use of your password, digital signature or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph.

16. Right to Monitor and Editorial Content. Paddle8 reserves the right, but does not have an obligation, to monitor and/or review all information and materials posted to the Sites, and Paddle8 is not responsible for any such information and materials posted by users. However, Paddle8 reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Paddle8 sole discretion are objectionable or in violation of these Terms and Conditions, Paddle8 policies or applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, our terms and conditions or applicable law, or for any other reason without notice or liability. 17. Links to Other Websites. The Sites may contain links to third-party websites that are maintained by others. These links are provided solely for the convenience of the user and are not endorsed by us in any way. We are not responsible for the content of linked third-party sites and we do not make any representations regarding the content or accuracy of materials on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk.

18. Linking to the Sites. You agree that if you include a link from any other site to the Sites, such link shall: (i) not contain any logos, but rather should merely read "Paddle8" in plain text, (ii) open in a new browser window; and (iii) link to the full version of an HTML formatted page of the Sites. You are not permitted to link directly to any image hosted on this Sites, such as using an "in-line" linking method to cause the image hosted by us to be displayed on another site. You agree not to download or use images hosted on this Sites on another site, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other site to the Sites in any manner such that the Sites, or any page of the Sites, is "framed," surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Sites be discontinued, and to revoke your right to link to the Sites from any other site at any time upon written notice to you. To find out more information about our linking policies, or to seek our permission, you may write to: Paddle8, Inc., 30 Cooper Square, 4th Floor, New York, NY 10003, Attention: Web Master.

19. Indemnification. You agree to defend, indemnify on demand and keep Paddle8 indemnified, and hold Paddle8 and any of its affiliates and or related entities, and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys' fees, arising in any way from your use of the Sites, your placement or transmission of any message, content, information, software or other materials through the Sites, or your fraudulent or deceptive acts or omissions, or breach or violation of the law (including infringement of any intellectual property or other right of any person or entity) or of these Terms and Conditions. Paddle8 reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Paddle8 defense of such claim.

20. Disclaimer of Liability. The Material may contain inaccuracies or typographical errors. Except as may be separately specifically provided with respect to a particular item on the Sites, we make no representations about the accuracy, reliability, completeness, or timeliness of the Material or about the results to be obtained from using the Sites and the Material. Any use of the Sites and the Material is at your own risk. Advice received via the Sites should not be relied upon for personal, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation. Changes are periodically made to the Sites and may be made at any time. Some Material on the Sites is provided by third parties and we shall not be held responsible for any such Material provided by third parties.

WE DO NOT WARRANT THAT THE SITES WILL OPERATE ERROR-FREE, CONTINUOUSLY OR WITHOUT INTERRUPTION, OR THAT THE SITES OR THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT. IF YOUR USE OF THE SITES OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS. THE SITES AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. PADDLE8, ITS AFFILAITES, ITS RELATED ENTITIES AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY OR THIRD-PARTY RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. PADDLE8, ITS AFFILAITES, ITS RELATED ENTITIES AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE TEXT, GRAPHICS, AND LINKS. SOME STATES/JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY DEPENDING ON YOUR STATE/JURISDICTION.

21. Disclaimer of Damages. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITES, OR WITH ANY PROVISION OF THE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES. UNDER NO CIRCUMSTANCES SHALL PADDLE8, ITS AFFILAITES, ITS RELATED ENTITIES AND ITS SUPPLIERS BE LIABLE TO ANY USER OR ANY THIRD PARTY ON ACCOUNT OF THAT USER'S USE OF THE SITES. IN NO EVENT SHALL PADDLE8, ITS AFFILAITES, ITS RELATED ENTITIES AND ITS SUPPLIERS BE LIABLE TO YOU OR ANY SUCH THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITES, THE DELAY OR INABILITY TO USE THE SITES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF PADDLE8 OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

22. Local Standards. We do not represent that materials on the Sites are appropriate for use in all locations. Persons who choose to access the Sites do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

23. Changes to Terms and Conditions. Paddle8 reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time, and we will post the revised version on the Sites. Changes in the Terms and Conditions will be effective when posted. Your continued use of the Sites and/or the services offered on or through the Sites after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.

24. General. Paddle8 makes no claim that the Materials are appropriate for any particular purpose or audience, or that they may be downloaded outside of the United States. Access to the Materials (including Software) may not be legal by certain persons or in certain countries. If you access the Sites from outside of the United States, you are responsible for compliance with the laws of your jurisdiction. The Sites are based in the State of New York, U.S.A. All legal issues arising from or related to the use of the Sites shall be construed in accordance with and determined by the laws of the State of New York applicable to contracts entered into and performed within the State of New York without respect to its conflict of laws principles. By using the Sites, you agree that the exclusive forums for any claims or causes of action arising out of your use of the Sites shall be the state courts for or within New York County in the State of New York, and the United States District Court for the Southern District of New York. You hereby irrevocably waive, to the fullest extent permitted by law, any objection which you may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. The failure of Paddle8 to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision, and no waiver of any term of this Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. 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 Sites must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any changes to these Terms and Conditions must be made in writing, signed by an authorized representative of Paddle8. Headings used in these Terms and Conditions are for convenience only and are not to be relied upon. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. These Terms and Conditions will inure to the benefit of, and are intended to be enforceable by, Paddle8 and its affiliates, successors, assigns and licensees. There are no third party beneficiaries to this Terms and Conditions.

25. Inquiries. You may direct questions about these Terms and Conditions, or other issues, to: Paddle8, Inc., 30 Cooper Square, 4th Floor, New York, NY 10003, Attn: Web Master

Last Modified: November 7, 2013

The nature of the relationship among Paddle8, Inc. ("Paddle8," “Gavel&Grand;,” "us" or "we"), the seller and the buyer with respect to the Lots offered for sale on Gavel&Grand.com; (the "Site") or offered for sale at a live event using Gavel&Grand;’s bidding services (“Live Event Bidding”) is set forth in these Conditions of Business. The Conditions of Business, in conjunction with other terms and conditions listed on the Site or at a live event by Gavel&Grand; or the seller, if any, and all other written information on the Site and at a live event, are Paddle8's and the seller’s entire agreement with the purchaser and any bidders relative to the Lots listed for sale. The Conditions of Business and all other written information on the Site or at the live event are subject to amendment by us by the posting of notices on the Site or at the live event. By participating in an auction sale, selecting a Buy Now purchase, or entering a donation on the Site or at the live event, you acknowledge that you are bound by these Conditions of Business.

The Site. Gavel&Grand; is an online platform for charities to sell art, collectibles and experiences to potential buyers (collectively, “Lots”). Lots may be offer for sale by the seller via auction or Buy Now purchase on the Site and/or via Live Event Bidding. Sellers using the Site and/or Live Event Bidding are independent businesses with their own terms and condition which may be applicable to the Lots offered for sale by them. If there is a conflict between a term or condition in these Conditions of Business and the seller’s or Gavel&Grand;’s terms and conditions listed on the Site or at the live event, then the applicable term or condition in the seller’s or Gavel&Grand;’s terms and conditions listed on the Site or at the live event shall apply. The Lots are offered for sale and sold by the seller directly to the buyer and Gavel&Grand; is not a party to the transaction. Gavel&Grand; shall not be an agent of the seller or the buyer. Gavel&Grand; is not responsible to the seller, except as contained in a written agreement between us and the seller, or to the buyer for any aspect of the exhibition or sale of the Lots.

Withdrawal of Lots. We and the seller reserve the right to withdraw any Lots from the Site and/or from live auction at any time and shall have no liability whatsoever for such withdrawal.

Bidding at Gavel&Grand; Auctions on the Site. We will provide bidders with a starting bid to begin the auction. As an auction proceeds, we collect bids from multiple bidders and execute them in the order in which they are received. When you place a bid we compare your bid to those of other bidders and in the event you are outbid, we automatically bid on your behalf up to your maximum bid amount. We increase your bid by increments only as much as necessary to maintain your position as highest bidder. When you bid on an item with a reserve price (see definition below), if your maximum bid meets or exceeds the reserve, the system will automatically increase the bidding amount to meet the reserve. Thereafter, we will execute your bid against other bidders. Please be advised that we are not responsible for any errors or omissions in connection with executing bids. The highest bidder acknowledged on the Site will be the purchaser. We have absolute and sole discretion in the case of error or dispute with respect to bidding, to determine the successful bidder, to cancel the sale or to re-offer and re-sell the item in dispute. If any dispute arises after the sale, our sale record is conclusive. By participating in the sale, you represent and warrant that any bids placed by you, or on your behalf, are not the product of any collusive or other anti-competitive agreement and are otherwise consistent with federal and state antitrust law.

Live Event Bidding. A seller may choose to extend bidding on Lots from the Site to a live event utilizing Live Event Bidding. In other instances, seller may not utilize the Site and only take bids via Live Event Bidding. In either instance, the buyer making a purchase utilizing Live Event Bidding is bound to all of the legal obligations contained in these Conditions of Business to the same extent as if they made the purchase on the Site.

Reserve. Certain Lots offered for sale on the Site or during Live Event Bidding are subject to a reserve, as indicated, which is the confidential minimum hammer price at which a lot will be sold. No reserve will exceed the low presale estimate for the lot. We may implement such reserve by opening the bidding on behalf of the consignor and may bid up to the amount of the reserve, by placing successive or consecutive bids for a lot, or bids in response to other bidders. In instances where we have an interest in the lot other than our commission, we may bid up to the reserve to protect such interest. In certain instances, the consignor may pay us less than the standard commission rate where a lot is “bought-in” to protect its reserve.

Buy Now. Buyers may purchase certain property on the Site immediately using the Buy Now feature, as indicated. For most property, the Buy Now feature is offered in addition to competitive auction bidding, and the Buy Now feature will remain active until the current bid on the property meets or exceeds the Buy Now price, at which time the Buy Now option will disappears and competitive bidding will continue. A purchase using the Buy Now feature will automatically conclude the auction of the property, and the property will be displayed on the Site as “sold” until the conclusion of the entire auction. A buyer who purchases property using the Buy Now feature is required to complete the transaction.

3rd Party Auction. Certain Lots on the Site is available for auction outside the Site (“3rd Party Auction”) and upon which we will collect bids on behalf of the 3rd party auctioneer (“3rd Party Auctioneer”). Lots upon which we collect bids for 3rd Party Auction is subject to a starting bid (“Starting Bid”) listed on the Site. Potential buyers may tender offers at or above the Starting Bid until 12pm EST of the day before the 3rd Party Auction or at another time specified on the Site, and Gavel&Grand; will tender those bids to the 3rd Party Auctioneer. A potential buyer who places a bid to purchase Lots in a 3rd Party Auction is required to complete the transaction, as a bid is a legally binding agreement to complete a sale subject other competitive bids collected by the 3rd Party Auctioneer. Successful bidders will be contacted directly by the 3rd Party Auctioneer in order to collect payment, arrange delivery of the Lots and conduct other activities incidental to the auction, and Gavel&Grand; shall have no responsibility to the bidders and buyers in these regards. The 3rd Party Auctioneer reserves the right to reject any bids made on any Lots. By making a bid on Lots, you represent and warrant that such bid placed by you or on your behalf, is not the product of any collusive or other anti-competitive agreement and is otherwise consistent with federal and state antitrust law.

Buyer’s Responsibilities. Subject to fulfillment of all of the conditions set forth herein, upon the conclusion of any auction the Site or via Live Event Bidding, the contract between the seller and the buyer is concluded, and the buyer thereupon will immediately pay the full amount due (comprising the purchase price, the buyer’s premium, charges for any additional services, and any applicable taxes). The seller will bear full risk and responsibility for the Lots until such time as the Lots are physically transferred to the buyer or to the buyer's agent or common carrier. Title to the Lots will pass to the buyer upon such physical transfer of the Lots to the buyer or to the buyer's agent or common carrier. The buyer consents to our payment of commissions to third parties introducing buyers to us.

If any applicable conditions in herein are not complied with by the buyer, the buyer will be in default and in addition to any and all other remedies available to us and the seller by law, including, without limitation, the right to hold the buyer liable for the total purchase price, including all fees, charges and expenses more fully set forth herein, we, at our option, may (x) cancel the sale of that, or any other Lots sold to the defaulting buyer, retaining as liquidated damages all payments made by the buyer, or (y) resell the purchased Lots, or (z) effect any combination thereof. In any case, the buyer will be liable for any deficiency, any and all costs, handling charges, late charges, expenses, our commissions on the sale at our regular rates, legal fees and expenses, collection fees and incidental damages. In addition, the defaulting buyer agrees to pay us a cancellation fee of twenty percent (20%) of the hammer price and authorizes us to charge the buyer’s credit card for the cancellation fee. Furthermore, a defaulting buyer will be deemed to have granted and assigned to us, our affiliated companies and the seller, a continuing security interest of first priority in any Lots or money of or owing to such buyer in our possession, in the possession of any of our affiliated companies or in the seller’s possession, and we may retain and apply such Lots or money as collateral security for the obligations due to us, to any affiliated company of ours, or to the seller. We and the seller shall have all of the rights accorded a secured party under the New York Uniform Commercial Code. The buyer may make payment by wire transfer or check only. Payment will not be deemed to have been made in full until we have collected good funds. In certain circumstances and in our sole discretion, Gavel&Grand; may accept credit card payment for certain purchases by Visa, MasterCard, American Express, and Discover only. Credit card and ACH purchases may not exceed $25,000 per purchase. In the event a credit card or ACH charge is not approved, a buyer remains personally liable to Gavel&Grand; for all amounts due. By using a credit card to make payment for a purchase, a buyer irrevocably waives any chargeback rights a buyer might otherwise have under his or her card holder agreement or otherwise. Any claims relating to any purchase must be presented directly to Gavel&Grand.; Gavel&Grand; uses a number of payment processors including, but not limited to, PayPal. In the event the buyer fails to pay any or all of the total purchase price for any Lots and Gavel&Grand; nonetheless elects to pay the seller any portion of the sale proceeds, the buyer acknowledges that Gavel&Grand; shall have all of the rights of the seller to pursue the buyer for any amounts paid to the seller, whether at law, in equity, or under these Conditions of Business.

Tax. Unless exempted by law, the buyer will be required to pay any applicable sales, use, GST, VAT or any other taxes upon the purchase price. Gavel&Grand; is required to collect sales tax for Lots delivered in New York State and the State of Delaware. In addition, a seller may be required to collect sales, use, GST, VAT or any other taxes, as applicable to the transaction.

Packing and Shipping. The buyer shall be responsible for all packing and shipping costs for the purchased Lots. We will only process the transaction after receiving full payment of the purchase price in good funds from the buyer. We are not responsible for the acts or omissions of the seller in the packing or shipping of purchased Lots or of other carriers or packers of purchased Lots, whether or not recommended by us. Packing and handling of purchased Lots are at the entire risk of the buyer.

Extent of Gavel&Grand;'s Liability. All sellers, except as otherwise stated in a written agreement between us and the seller, and buyers agree 1) to hold Gavel&Grand; completely harmless in any dispute regarding Lots on the Site or at Live Event Bidding, and 2) that in no event will Gavel&Grand; have any liability with regard to the offer and sale of any Lots on the Site or at Live Event Bidding.

As is. All Lots are sold “AS IS” without any representations or warranties by us or the seller as to authenticity, merchantability, fitness for a particular purpose, the correctness of the Lots descriptions of the physical condition, size, quality, rarity, importance, medium, provenance, exhibitions, literature or historical relevance of any Lots and no statement anywhere, whether oral or written, whether made in on the Site or elsewhere, an advertisement, a bill of sale, a posting or announcement on the Site or elsewhere, shall be deemed such a warranty, representation or assumption of liability. We and the consignor make no representations and warranties, express or implied, as to whether the purchaser acquires any copyrights, including but not limited to, any reproduction rights in any Lots. We and the consignor are not responsible for errors and omissions on the Site, outside the Site for Live Event Bidding or in any supplemental material.

Restriction on Resale. The buyer shall not re-offer the Lots for sale until the Lots are paid for and physically released to the buyer or the buyer’s common carrier. In addition, certain Lots are subject to a one-year resale restriction, as indicated in the lot description, wherein if the Lots becomes available for sale within one (1) year of the date of purchase then the buyer agrees that the Lots will be offered back to the artist or seller at the fair market value. The artist or seller reserves the right of refusal to purchase the Lots at fair market value. A buyer who breaches the provisions in this paragraph shall be in default and is subject to the all the remedies available to Gavel&Grand; and the seller as listed in paragraph 8, above, in addition to all remedies available at law.

Governing Law and Jurisdiction. These Conditions of Business, as well as the respective rights and obligations hereunder, shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles. By making an offer to purchase Lots on the Site or at Live Event Bidding, the potential buyer shall be deemed to have consented to the jurisdiction of the state courts of, and the federal courts sitting in, the State of New York.

Data Protection. Gavel&Grand; will use information provided by its clients or which Gavel&Grand; otherwise obtains relating to its clients for the operation of the Site, operation of live event bidding software, client administration, marketing and otherwise to manage and operate its business, or as required by law. Some gathering of information about Gavel&Grand; clients will take place using technical means to identify their preferences and provide a higher quality of service to them. Gavel&Grand; will generally seek clients' express consent before gathering any sensitive data, unless otherwise permitted by law. Clients agree that Gavel&Grand; may use any sensitive information that they supply to Gavel&Grand.; By agreeing to these Conditions of Business, clients agree and consent to the processing of their personal information and also to the disclosure and transfer of such information to any company affiliated with Gavel&Grand; and to third parties anywhere in the world for the above purposes, including to countries which may not offer equivalent protection of personal information to that offered in the US. Clients can prevent the use of their personal information for marketing purposes at any time by notifying Gavel&Grand.;

Updated: October 7, 2013