PRICELOCK MARKETPLACE, INC.
AUCTION RULES

Pricelock Marketplace, Inc. ("Pricelock") provides an online, independent venue for buyers and suppliers of certain energy related commodities to exchange information regarding proposed Energy Product procurement transactions. The process and rules set forth below will govern the conduct of a Live Auction or a Sealed Bid Auction through the Pricelock Marketplace Web Site. By listing any Bid Request or submitting any Bid, you are agreeing to follow the applicable process for that Live Auction or Sealed Bid Auction and paying any applicable fee. The Auction Rules may differ from one Live Auction or Sealed Bid Auction to another, and they may be changed at any time prior to the commencement of a Live Auction or Sealed Bid Auction by posting the amended Auction Rules on the Web Site. The Auction Rules will be effective as of the date of publication. Pricelock Marketplace may add, delete or modify the Services in its sole discretion, at any time.
  1. Definitions. As used in these Auction Rules, the following terms (when capitalized) have the following meanings.
    1. Auction means a Live Auction and/or Sealed Bid Auction.
    2. Auction Commmencement means the time that an Auction commences, as set forth in the Bid Request and as determined by the Web Site system clock.
    3. Auction Conclusion means the time that an Auction is closed, as set forth in the Bid Request and as determined by the Web Site system clock.
    4. Bid means (i) in the case of a reverse Auction, a Supplier's good faith, non-binding offer to a Buyer to sell, at a certain price and in accordance with the specifications of the Bid Request in response to which such offer is submitted, Energy Product specified in such Bid Request; or (ii) in the case of a forward Auction, a Buyer's good faith, non-binding offer to a Supplier to buy, at a certain price and in accordance with the specification of the Bid Request in response to which such offer is submitted, Energy Product specified in such Bid Request
    5. Bid Request means an invitation to Participants issued by or on behalf of the Host to bid through Pricelock Marketplace's Live Auction or Sealed Bid Auction.
    6. Buyer means a business or governmental entity or authorized representative of such entity that utilizes the Web Site to purchase Energy Products from a Supplier.
    7. Energy Product means any motor, marine or aviation fuel, lubricants, biofuel, natural gas, coal, electricity or similar energy product, or any product or service to support the delivery, storage or utilization of such energy product, solicited by Buyers or offered by Suppliers on the Web Site, as more particularly specified in the applicable Bid Request.
    8. Host the Supplier in a forward Auction and the Buyer in a reverse Auction and is the party making the Bid Request.
    9. Host Fee means a fee for Services that is payable to Pricelock Marketplace by a Host upon its selection of a Selected Participant.
    10. Live Auction means a web-based auction process that allows Hosts to solicit and collect Bids from Participants for Energy Products in real-time by posting requirements and receiving incremental Bids from Participants.
    11. Participant means the Buyer in a forward Auction and the Supplier in a reverse Auction and is the party making a Bid in response to a Bid Request.
    12. Pariticipant Fee means a fee for Services that is payable to Pricelock Marketplace by a Selected Participant upon its selection by a Host.
    13. Pricelock Marketplace means Pricelock Marketplace, Inc., together with its affiliates and its and their respective officers, directors, managers, employees, agents, representatives, successors, and assigns.
    14. Pricelock Marketplace Fees means fees applied by Pricelock Marketplace, including the Host Fee and Participant Fee, and such additional fees as may be adopted from time to time by Pricelock Marketplace in accordance with these rules.
    15. Sealed Bid Auction means a web-based bidding process that allows Hosts to solicit and collect Bids from Participants for Energy Products in a process by which Participants present a best and final offer in a manner in which Bids are collected over a period of time and presented to the Host only following the closing of the Sealed Bid Auction, when all Bids are presented to the Host simultaneously.
    16. Selected Participant means the Participant that submits, in response to a Bid Request, the Bid that is selected by the Host in the applicable Auction. There can be more than one Participant selected (e.g., Participants may be ranked by price and top three may get selected.).
    17. Specifications means all requirements of a Bid Request, including all requirements applicable to the Participants, to the Bid, and to the solicited transaction.
    18. Supplier means a business or governmental entity or authorized representative or agent of such entity that utilizes the Web Site to sell Energy Products to Buyers.
    19. Services means the Pricelock Marketplace online procurement facilitation services, including Live Auction or Sealed Bid Auction services and all associated activities of Pricelock Marketplace, conducted through the Web Site.
    20. Web Site means the web site at https://www.pricelock.com
  2. Usage and Fee Agreement. Prior to participating in an Auction, the Host and each Participant must agree to the terms of a Pricelock Marketplace Usage and Fee Agreement in a form mutually acceptable to Pricelock and the Host or Participant.
  3. Certification. By submitting any Bid with respect to a Bid Request, a Participant certifies that it has the required power and authority to submit such Bid and to pay to Pricelock Marketplace the Marketplace Fee upon selection of such Participant's Bid by the Host in an Auction.
  4. Participant Qualification. In advance of an Auction Commencement, a Bid Request may require that a Participant provide information sufficient to allow the Host to determine if the Participant is qualified to bid in the Auction. In such Bid Request, only Participants with the required qualifications will be allowed to participate in the Auction.
  5. Participant Attachments. Participants may include attachments as part of their Bid. Unless specifically authorized by Pricelock Marketplace, Participants are prohibited from including pricing information within attachments.
  6. Download of Attachments. Participants may download any attachments posted by Hosts, and a Host may download any attachments posted by Participant in response to the Host's Bid Request. Hosts and Participants are urged to use anti-virus software to scan all attachments prior to review. Pricelock Marketplace does not review or scan attachments posted by any Hosts or Participants, is not responsible for the content or condition of those attachments, and will not be responsible for any download of viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines present in any attachments.
  7. Anonymity. Pricelock Marketplace will use reasonable efforts not to reveal, to any other Participant, the identity of a Participant making any Bid. The identity of the Participant making a particular Bid will be revealed to the applicable Host at the time such Bid is submitted.
  8. Bids. Each Participant may submit multiple Bids during a Live Auction. Participants may submit one Bid for a Sealed Bid Auction, which may be revised and resubmitted prior to the Auction Conclusion. Each Bid must strictly conform to the Specifications applicable to the Bid Request for which the Bid is submitted. Non-Conforming Bids may, but are not required to be accepted on the Web Site. Unless otherwise stated in Host's Specifications, Bids submitted by Participants in response to a Bid Request must be in U.S. dollars and must include all taxes, including, but not limited to any sales tax (state, local or otherwise).
  9. Live Auction Timing. All Participants submitting timely Bids on a Bid Request will compete in a Live Auction from the Auction Commencement until the Auction Conclusion as specified in the Bid Request and as determined by the Web Site system clock. Participants may be permitted to submit Bids in a Live Auction prior to the Auction Commencement if specified in the Bid Request.
  10. Sealed Bid Auction Timing. Participants may submit a Bid in a Sealed Bid Auction at any time after the Bid Request is released and before the Auction Conclusion specified in the Bid Request.
  11. Best Price Rankings. Throughout a Live Auction, Pricelock Marketplace will rank, based on best price, the Bids submitted with respect to a particular Bid Request. However, the Host maintains the right to consider any other criteria to assess and select any Bid, whether or not so indicated on the Web Site. If two or more equal Bids are submitted, they will be ranked according to time of submission, with the previously submitted equal Bid leading as compared to any subsequently submitted equal Bid.
  12. Late Bids. No Bid submitted after the Auction Conclusion will qualify as a Bid unless specifically authorized by the Host. The Web Site system clock is the only determining authority regarding timing for all systems activities. Participants are encouraged to submit Bids at the earliest possible time, but in any event, well in advance of the Auction Conclusion, in order to avoid potential issues associated with utilizing the Internet. The failure of a Bid to be submitted prior to the Auction Conclusion for technical or other reasons will not be grounds for re-opening an Auction or presenting the Bid.
  13. Extension of a Live Auction. A Host may extend the duration of the Live Auction before the expiration of the Live Auction. If the Live Auction is extended before the initial Live Auction expires, Participants may continue to submit Bids through the revised Auction Conclusion. If the Live Auction is extended after the initial Live Auction expires, Participants may submit additional or revised Bids only after the extended period begins.
  14. Cancellation of an Auction. A Host may cancel an Auction at any time, for any reason other than to circumvent payment of Pricelock Marketplace Fees. In the event a Host chooses to cancel an Auction, the Host must provide the reason for cancellation and to additionally certify that the Host is not cancelling the Auction to circumvent payment of Pricelock Marketplace Fees. Pricelock Marketplace reserves the right to cancel any Auction in the event the applicable Host ceases to remain a Subscriber or Pricelock Marketplace determines, in its sole discretion, that the Auction or any activity in connection therewith is fraudulent or violates any applicable law or regulation, Pricelock Marketplace policy, or these Auction Rules, including any activity that constitutes an attempt to circumvent payment of Pricelock Marketplace Fees, or for reasons of technology or other operational performance issues. In the event that an Auction is cancelled, all Bids made in connection with the Auction will be canceled and will be null and void. In the event that the Host elects to re-post the Bid Request, either with the same or modified Specifications, such re-posting will constitute a new Auction and the Bid Process will begin anew, subject to approval by Pricelock Marketplace.
  15. Conclusion of an Auction. Following the Auction Conclusion, no further Bids will be accepted. The Host will notify Pricelock Marketplace as to which Bid was selected. The Host is expected, but not required, to select the Bid having the highest total price in a forward Auction or lowest total price in a reverse Auction for the quantity of Energy Product that is the subject of the Auction. The Host may, in its sole discretion, select a Bid that is other than the highest priced Bid in a forward auction or lowest priced Bid in a reverse auction.
  16. Pricelock Marketplace Fee. Unless otherwise agreed in writing in advance of the Auction or written in the Bid Request, the Marketplace Fees will be those posted on a Pricelock Marketplace Pricing Page on the Web Site.
  17. No Endorsement. Pricelock Marketplace does not endorse or guarantee any particular Buyer or Supplier or any particular transaction.