| Memorandum of Understanding/Agreement
1. WELCOME TO AukSun Trading Ltd. a company incorporated through Federal Government of Canada Incorporation number 839427-0, registered in Manitoba. The following sets forth the terms and
conditions of the AukSun Trading Ltd. Membership Agreement (this "Agreement") between you (“Member”) and "AukSun Trading Ltd." under which AukSun Trading Ltd. offers you access to the Service.
AukSun Trading Ltd. is a company that enables its members to import goods into Canada and export goods from Canada to other countries. Use of the Service indicates that you accept the terms and
conditions set forth below. If you do not accept all of the terms and conditions, please do not use the Service. BY COMPLETING THE REGISTRATION PROCESS AND SIGNING THIS MEMORANDUM OF
1.2 AukSun Trading Ltd. may amend this Agreement at any time by informing the members and/or by posting the amended and restated Agreement on its website. Posting by AukSun Trading Ltd. of the
amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an
authorized officer of AukSun Trading Ltd.
2. The Service
2.1 The Service will be offered to the Member for a specified time period of 12 calendar months from date of signing the Agreement unless terminated in accordance with the terms of this Agreement.
2.2 The Service will have the below mentioned core features (which may be added to or modified, or suspended for scheduled or unscheduled events and/or purposes, from time to time at the sole
discretion of AukSun Trading Ltd.):
a) AukSun Trading Ltd. will assist in preparing business plan for its members; select suppliers and items to take to Canada; contact distributors and retailers, and arrange to supply goods. In this effort
AukSun Trading Ltd. will send samples of selected merchandise to interested parties and agree on business terms with them. After the transaction is completed as agreed, assist to collect payments and
distribute them with the participating members. AukSun Trading Ltd. will retain an agreed portion of the proceeds for future expansion.
b) AukSun Trading Ltd. will participate with members in research and selection of merchandise from point of origin; till goods arrive, and are cleared and distributed in Canada. The same participation is
undertaken when goods are exported from Canada to another destination agreed with the members.
c) Each Member will gain seniority and designation with continued experience and association with the Company
about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.
d) To be aware of the modalities, members are encouraged to participate fully in every step of their respective trading projects. To gain significant expertise from the trade, members should visit Canada
on business exploratory tours and meet buyers/suppliers for their products.
e) An annual membership fee of CAD$3,000 shall be charged to all members. Members invest in their consignments additionally.
2.3 In an event of any misconduct by a member, AukSun Trading Ltd. may suspend or terminate all or part of the Member Benefits at any time in its sole discretion. AukSun Trading Ltd. reserves the
right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion. However prior to this act, the Member will be allowed an opportunity to explain/rectify his/her
2.4 Benefits, features and functions available to a Member may vary for different considerations, countries and regions. No warranty or representation is given that a particular feature or function or the
same type and extent of features and functions will be available.
2.5 The availability of any transactional features and functions to any Member may be conditional on verification of Member’s identity and/or its designated bank account by AukSun Trading Ltd. and/or
its approved independent third parties.
2.6 AukSun Trading Ltd. shall issue a Member ID to each Member to access the Services through such Member's Account. Each Member shall be solely responsible for maintaining his/her account, and
all activities that occur under the Member ID. A set of Member ID is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID to another person outside
of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively,
"multiple use"), will cause irreparable harm to AukSun Trading Ltd. and each Member shall indemnify AukSun Trading Ltd. against any loss or damages (including but not limited to loss of profits)
suffered by AukSun Trading Ltd. as a result of such multiple use of an Account. Each Member hereby undertakes to notify AukSun Trading Ltd. immediately of any unauthorized use of its Account,
Member ID or any other breach of security. Each Member hereby agrees that AukSun Trading Ltd. shall not be liable for any loss or damages arising from the Member's failure to comply with this
2.7 AukSun Trading Ltd. reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior
notice. AukSun Trading Ltd. further reserves the right to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features,
functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by AukSun Trading Ltd.
2.8 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall
AukSun Trading Ltd. be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays,
inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the
use of or inability to use the Service.
2.9 AukSun Trading Ltd. reserves the right, without prior notice and at its sole discretion, to suspend, restrict or deny access to or use of your services provided by AukSun Trading Ltd. if you: (a) use
the services provided by AukSun Trading Ltd. to defraud any person or entity; (b) engage in any unlawful activities including without limitation those which would constitute the infringement of intellectual
property rights, a civil liability or a criminal offence; (c) engage in any activities that would otherwise create any liability for AukSun Trading Ltd.
3. Member Responsibilities
3.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about him/her/itself and its business references as may be required by AukSun
Trading Ltd. and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-
licensable (through multiple tiers) license to AukSun Trading Ltd. to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise
the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
3.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service shall not:
a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable
law, or otherwise promote other illegal activities;
b) be part of a scheme to defraud other Members or other users of AukSun Trading Ltd. or for any other unlawful purpose;
c) infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other
d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing import/export control, consumer protection, unfair competition, anti-discrimination or false
f) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
g) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to
h) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
i) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal
offence, give rise to civil liability, or otherwise violate any law or regulation;
j) involve attempts to copy, reproduce, exploit or expropriate AukSun Trading Ltd.'s various proprietary directories, databases and like;
k) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal
l) involve any scheme to undermine the integrity of the computer systems or networks used by AukSun Trading Ltd. and/or any user of the Service and no Member shall attempt to gain unauthorized
access to such computer systems or networks;
n) otherwise create any liability for AukSun Trading Ltd. or its affiliates.
3.3 Each Member represents, warrants and agrees that with regards to information about or on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its
business partners and associates to (a) act as such Member's business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that
third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate
and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees.
3.4 Member shall not take any action which may undermine the integrity of AukSun Trading Ltd.
3.5 Each Member acknowledges and agrees that AukSun Trading Ltd. shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other
material or information created, obtained or accessible through the Service. AukSun Trading Ltd. does not endorse, verify or otherwise certify the contents of any description or other material or
information made by any Member. Each Member is solely responsible for the contents of their communications. Product or service description and may be held legally liable or accountable for the
content of their description / comments or other material or information.
3.6 Each Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it
promotes through or provides to AukSun Trading Ltd. or authorizes AukSun Trading Ltd. to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary
rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to
sell or distribute the products described in the material or information it provides to AukSun Trading Ltd. or authorizes AukSun Trading Ltd. to sell, distribute or display.
3.7 If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if AukSun Trading Ltd. has reasonable grounds to believe that such
Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Member or third party, AukSun Trading Ltd. has reasonable grounds to believe that
such Member has willfully or materially failed to perform its contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after
receipt of the purchase price, or where the Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if AukSun Trading Ltd.
has reasonable grounds to believe that such Member has used a stolen credit card or other false or misleading information in any online transaction, AukSun Trading Ltd. has the right to suspend or
terminate the Service and all Member Benefits with respect to such Member without any compensation, and restrict or refuse any and all current or future use of the Service or any other services that
may be provided by AukSun Trading Ltd. Further, AukSun Trading Ltd. reserves the right in it sole discretion to place restrictions on the number of products/services that a Member can offer for such
duration as AukSun Trading Ltd. may consider appropriate, and to remove/abandon any material it reasonably believes that is unlawful, could subject AukSun Trading Ltd. to liability, violates this
investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, AukSun Trading Ltd. may disclose the Member's identity and contact information, if
requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and AukSun Trading Ltd. shall not be liable for damages or results thereof
and Member agrees not to bring any action or claim against AukSun Trading Ltd. for such disclosure. In connection with any of the foregoing, AukSun Trading Ltd. may suspend or terminate the Account
of any Member as AukSun Trading Ltd. deems appropriate in its sole discretion.
3.8 Each Member agrees to indemnify AukSun Trading Ltd., its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on
a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Member's use of the Service or from such Member's breach of this Agreement or the Terms
of Use. Each Member further agrees that AukSun Trading Ltd. is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including
fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. AukSun Trading Ltd. reserves the right;
at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with AukSun Trading Ltd. in
asserting any available defenses.
4. Transactions between Buyers and Suppliers
4.1 AukSun Trading Ltd. provides a platform to Members to trade merchandise from one location to another between buyers and suppliers. AukSun Trading Ltd. reserves the right to limit certain features
and functions of the platform to prescribed Members. Despite the provision of the platform, AukSun Trading Ltd. does not represent the seller or the buyer in specific transactions whether or not such
transactions are made on or via AukSun Trading Ltd. AukSun Trading Ltd. does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services
offered for sale or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
4.2 Members are hereby made aware that there may be risks of dealing with people acting under false pretences. AukSun Trading Ltd. uses several approaches to verify the accuracy of the information
our users/Members provide us when they register. However, because users/Members verification is difficult by nature, AukSun Trading Ltd. cannot and does not confirm each users/Member's purported
identity. We encourage you to use common sense, to evaluate with whom you are dealing.
4.3 Each Member acknowledges that it is fully assuming the risks of purchase and sale transactions when using AukSun Trading Ltd. services to conduct transactions. Such risks shall include, but not
limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-
calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each Member agrees that AukSun Trading Ltd. shall not be liable or responsible for any damages,
liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
4.4 Members are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the AukSun Trading Ltd. services, including, without limitation,
terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
4.5 Member agrees to provide all information and materials as may be reasonably required by AukSun Trading Ltd. in connection with its transactions made. AukSun Trading Ltd. has the right to
suspend or terminate any Member’s Account if the Member fails to provide the required information and materials.
4.6 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify AukSun Trading Ltd. (and our agents, affiliates, directors, officers and
employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in
connection with such transaction.
5. Use of Discussion Sessions
5.1 AukSun Trading Ltd. provides its Members discussion sessions to promote and encourage open, honest and respectful communication between all of our Members.
5.2 Each Member acknowledges that all "content", (data or information in any form like text, software, music, sound, photographs, graphics, video, messages or other materials), shared or used through
a discussion session, are the sole responsibility of such Member from whom the content originated. This means that the originating Member, and not AukSun Trading Ltd., is entirely responsible for all
content shared in our discussion sessions. AukSun Trading Ltd. does not control the discussion sessions and therefore does not guarantee the accuracy, integrity or quality of such content.
5.3 AukSun Trading Ltd. reserves the right to monitor activities of any Member who is in breach of this Agreement and may restrict their ability or participation in the discussion sessions. Under no
circumstances will AukSun Trading Ltd. be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result
of the use of the discussion sessions by such Member. Each Member agrees to evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness.
Each Member understands that by using the AukSun Trading Ltd. discussion sessions, such Member may be exposed to content that is offensive, indecent or objectionable.
5.4 Without prejudice to each Member's responsibilities under Clause 3 of this Agreement, each Member agrees not to use the discussion sessions to:
a) participate in any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or
b) harm minors in any way;
c) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any content;
d) "stalk" or otherwise harass another;
e) collect or store personal data about other users without their prior express concent;
f) share any content that you do not have a right to share under any law or under contractual or fiduciary relationships;
g) share any content that infringes any intellectual property rights or other legitimate rights of any party;
h) share any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", or any other form of solicitation;
i) share any content that contains a complaint regarding AukSun Trading Ltd.'s services or refers to such a complaint to any other Members; any such complaint must be directed to the Board Members
j) violate any applicable national or internal laws or regulations.
5.5 Each Member acknowledges that AukSun Trading Ltd. cannot verify the extent of authenticity of any/every Member. To safeguard the interests of other Member/s AukSun Trading Ltd. shall have the
right (though not the obligation) in its sole discretion to retire or expel any Member/s due to a misconduct in the discussion sessions.
5.6 Each Member grants to AukSun Trading Ltd. a perpetual, world-wide, royalty-free irrevocable, non-exclusive license (including the right to sub-license through multiple tiers) to use, sell, purchase,
reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content product or service (in whole or part) of any such Member in any form, media or
5.7 Each Member shall indemnify and hold AukSun Trading Ltd. and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage
(including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any content, product or service such Member provides or shares
through the discussion sessions, such Member's use of the discussion session, or such Member's breach of the provisions set out in Clause 5.4.
5.8 On being made aware of any such breaches, AukSun Trading Ltd. may ban, delete or prohibit any content, product or service that relates to those breaches or that AukSun Trading Ltd. in its sole
discretion consider to be harmful to the public or the rights of AukSun Trading Ltd. or any of its affiliates, licensors, partners or Members.
5.9 AukSun Trading Ltd. reserves the right to take whatever action it deems necessary to prevent a Member's breach of Clause 5.4 including the following:
a) issue a warning letter to the relevant Member (where the breaches are deemed by AukSun Trading Ltd. to be minor); or
b) ban the relevant Member from discussion session (where the breaches are deemed by AukSun Trading Ltd. to be major).
AukSun Trading Ltd.'s decision shall be final in all such cases.
5.10 All information and/or other content shared by the AukSun Trading Ltd. service team or by Members or third party partners is supplied for information purposes only and shall not under any
circumstances be construed as legal and/or business advice or a legal opinion. Members are encouraged to seek independent professional advice in such situations.
6. Limitation of Liability
6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" 3BASIS, AND AUKSUN TRADING LTD. HEREBY EXPRESSLY DISCLAIMS ANY
AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE
6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUKSUN TRADING LTD. MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY,
STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION, PRODUCT OR SERVICE PROVIDED ON OR THROUGH THE MEMBERS.
6.3 Any material obtained through the use of the Service is done at each Member's sole discretion and risk and each Member is solely responsible for any damage or loss that results from any such
material. No advice or information, whether oral or written, obtained by any Member from AukSun Trading Ltd. or through or from the Service shall create any warranty not expressly stated in this
6.4 AukSun Trading Ltd. may make available to User/Member services or products provided by independent third parties. No warranty or representation is made with regard to such services or
products. In no event shall AukSun Trading Ltd. and its affiliates be held liable for any such services or products.
6.5 Under no circumstances shall AukSun Trading Ltd. be held liable for any delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its
reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil
disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
6.6 AukSun Trading Ltd. shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of
profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
a) the use or the inability to use the Service;
b) any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party;
c) unauthorized access by third parties to data or private information of any Member; or
d) any other matter relating to the Service however arising, including negligence.
6.7 Notwithstanding any of the foregoing provisions, the aggregate liability of AukSun Trading Ltd., its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each
Member for all claims arising from the use of the Service or AukSun Trading Ltd. shall be limited to aggregate maximum of Canadian$100. The preceding sentence shall not preclude the requirement by
the Member to prove actual damages. All claims arising from the use of the Service must be filed within three (03) months from the date the cause of action arose.
7. Intellectual Property Rights
7.1 AukSun Trading Ltd. is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protectable under worldwide copyright and
other laws. All title, ownership and intellectual property rights in the Service shall remain with AukSun Trading Ltd. or its affiliates. All rights not otherwise claimed under this Agreement or by AukSun
Trading Ltd. are hereby reserved.
7.2 "AUKSUN TRADING LTD." and related icons and logos are registered trademarks or trademarks or service marks of AukSun Trading Ltd. Limited in various jurisdictions and are protected under
applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
written or oral agreements in relation to the same subject matter herein.
8.2 AukSun Trading Ltd. and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this
8.3 At a stage where the goods arriving in Canada need to be stored, AukSun Trading Ltd. may prefer its own storage and office at a location where its distribution network is significant. Our employees
are to be selected preferably from the actively participating members.
8.4 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.
8.5 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
8.6 AukSun Trading Ltd.'s failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive AukSun Trading Ltd.'s right to act
with respect with subsequent or similar breaches.
8.7 AukSun Trading Ltd. shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including
any affiliates of AukSun Trading Ltd.). The Member may not assign, in whole or part, this Agreement to any person or entity.
8.8 This Agreement shall be governed by the laws of Canada without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of