SIFANG INTERNATIONAL INVESTMENT GROUP INC.

LISTING AND SERVICES AGREEMENT

This website is operated by Sifang International Investment Group Inc. Our office address is 1700-1075 West Georgia, Vancouver, British Columbia, V6E 3C9. Our telephone number is 604 355 7369 and our fax is 604 322 9399.

The legal agreement set out below governs your use of the Sifang Services. To agree to these terms, click “Agree”. If you do not agree to these Terms, do not click “Agree”, and do not use the Sifang Services.

This Agreement is entered into by and between Sifang International Investment Group Inc. (“Sifang”) and any individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any trustee, executor, administrator or other legal representative thereof (a “Person”), who has registered as a user with Sifang (each a “User”) and governs the performance of the Sifang Services.

1. The Sifang Services. In consideration for the applicable Fees, Sifang will provide the listing and advertising services selected by the User and more particularly described in the Schedule to this Agreement in respect of the marketing, offering for sale or sale of real property (“Property”) to Persons located in the People’s Republic of China (the “Sifang Services”) on the terms and conditions set forth in this Agreement.

2. Relationship between Sifang and User. The User acknowledges and agrees that in performing the Sifang Services, Sifang and its representatives:

   1. only provide a service to list and advertise Property for sale to Persons located in the People’s Republic of China and does not provide any trading services;
   2. are not representing the User in respect of the sale of any Property;
   3. are not commissioned real estate sales agents.
3. Account. In order to use the Sifang Services, a User must establish an account with Sifang (“Account”). The User will be solely responsible for maintaining the confidentiality and security of the User’s Account and for all activities that occur on or through such Account. The User agrees to immediately notify Sifang of any security breach of the User’s Account. Sifang shall not be responsible for any losses arising out of the unauthorized use of an Account. In order to request, access, select, modify, cancel, terminate or in any other way use the Sifang Services, the User must enter a User ID and password to authenticate the User’s Account.
4. Electronic Contracting. The User’s request or use of the Sifang Services includes the ability to enter into agreements and/or make transactions electronically. The User acknowledges that its electronic submissions, through the Website or otherwise, constitute the User’s agreement and intent to be bound by and to pay for such Sifang Services, agreements and/or transactions. The User’s agreement and intent to be bound by electronic submissions applies to all records relating to all transactions that the User enters into with Sifang, whether through the Website or otherwise.

5. Fees and Payments. The User agrees to pay in consideration for each of the Sifang Services selected by the User (including any renewals thereof) the fee set forth next to the respective Sifang Service in the Schedule to this Agreement (each a “Fee”) plus all applicable taxes. Sifang reserves the right to change the Fees at any time and such Fee changes shall apply to all Sifang Services requested or renewed by the User on or after the date such Fee changes come into effect. Sifang does not provide any price protection or refunds in the event of a price reduction. Except as required by applicable law, Fees for the Sifang Services are not refundable.

   Sifang will bill the User for the applicable Fees, taxes and any other charges at the time Sifang agrees to provide the Sifang Services (or any renewal thereof) requested by the User and such amounts (the “Invoiced Amounts”) shall be due and payable to Sifang at the time of Sifang invoices the User for the Invoiced Amounts to the User. Sifang will invoice the User by providing a printable electronic invoice at the end of the online selection process for the Sifang Services or by sending an electronic invoice to the email message to the User’s Account email address or by such other method as agreed upon by Sifang and the User from time to time.

   The User agrees to provide Sifang with a valid credit card for the payment of all Invoiced Amounts at the time of establishing the User’s Account. The User hereby authorizes Sifang to charge such credit card in respect of all Invoiced Amounts. Interest at the rate of 20 % per annum will be added to any overdue amount.

6. Access to the Website. Sifang provides the Sifang Services in part through its world wide web sites on the Internet under the URL www.sypc.ca (the “Access Site”) and www.sifanghome.com (the “Listing Site” and, together with the Access Site, the “Websites”) or any replacements thereof. The User is responsible for providing all hardware, software, telephone or other communications equipment and/or service to connect to the Internet and access the Websites and is responsible for all Internet access charges, telephone charges or other fees or charges incurred in connecting to the Internet and accessing the Websites.

7. Requirements for Use of Sifang Services. By requesting or using the Sifang Services, the User represents, warrants and covenants with Sifang as follows:

   1. The User is the legal owner of, or the authorized representative of the legal owner of, each Property in respect of which the User requests or uses the Sifang Services.
   2. The User will not purport to represent any Person, business, institution or government which the User is not authorized to represent.
   3. When registering with Sifang, using the User’s Account or the Sifang Services the User shall provide accurate and complete information (including information in respect of the User and any Property in respect of which the User is requesting or using the Sifang Services) (“User Data”) and shall update such User Data to keep it accurate and complete.
   4. The User is the owner of all information and content posted, transmitted or provided by the User to Sifang or to the Access Site (collectively, “User Content”, which includes, without limitation, User Data and all information relating to Properties in respect of which the User is requesting or using the Sifang Services), or the User is expressly authorized by the owner of any such User Content to submit such User Content to Sifang. The User will not post transmit or provide any information, content or links that are not owned by the User or the owner of the Property in respect of which the Sifang Services are used or any other information, content or links that are not directly related to such Property or the Sifang Services.
   5. The User Content (including, without limitation, all information related to a Property in respect of which the Sifang Services are being requested or used) is complete, accurate and does not have the capacity, tendency or effect of misleading Sifang or a third party.
   6. Each Property in respect of which the User requests or uses the Sifang Services is located in Canada.
   7. The User agrees to advise Sifang within ten (10) days of the respective Property having been sold or no longer being available for sale, or of the User ceasing to be the authorized representative of a Property’s legal owner.
   8. The User will not post, transmit or provide any User Content to Sifang or to the Websites that infringes any patent, trademark, trade secret, copyright or other property rights or that infringes any privacy rights of any third party.
   9. The User will not post, transmit or provide any unlawful, threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind including, without limitation, transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate local, state or provincial, national or international law.
   10. The User will not post, transmit or provide to Sifang or the Websites any information, software or other material which contains a virus or other harmful component.
   11. The User will not alter, damage or delete any content of the Websites or other communications that are not User Content or otherwise interfere with the ability of others to use or access the Sifang Services and/or the Websites.
   12. The User agrees to use the Sifang Services (including, without limitation, accessing and using the Websites) only for lawful purposes. The User is solely responsible for compliance with any and all laws, statutes, by-laws, regulations, rules, policies or guidelines pertaining to the advertisement, offering for sale or sale of the Property; the use of the Sifang Services (including, without limitation accessing and using the Websites); the use of any networks or other services (including Third Party Content) connected to the Websites; and the means of communications by which the User connects its modem, computer, server or other equipment to the Websites.
   13. The User will not violate any operating rule, policy or guideline of its Internet service provider or online service.
8. Accuracy of Translations. Where the Sifang Services include the translation of User Content into Chinese, Sifang commits will use reasonable efforts to: (a) translate such User Content and publish such translations on the Listing Website within 72 hours after it was posted, transmitted or otherwise provided to Sifang or to the Access Website and payment for the respective Sifang Services has been received by Sifang; and (b) ensure the accuracy and completeness of any such translation produced, published, advertised or made available by or on behalf of Sifang as part of the Sifang Services on the Listing Site or otherwise. Notwithstanding the foregoing, the User acknowledges and agrees that the publication of such translations on the Listing Website may be delayed or that such translations may include technical, translation or typographical errors or inaccuracies and Sifang shall not be responsible for such delay, errors or inaccuracies. Sifang shall not be responsible for any erroneous, inaccurate or incomplete User Content.

9. Sifang Rights. Sifang has the right, but not the obligation to monitor User Content submitted by the User or otherwise available through the Sifang Services, to investigate any reported or apparent breach by the User of this Agreement, and to take action that Sifang, in its sole discretion, deems appropriate including, without limitation:

   1. reject, edit or remove in its sole discretion any User Content (including Property listings) and any information, content or links that Sifang determines in its sole discretion not to be in compliance with Sections7(d) or 7(e);
   2. remove any User Content (including Property listings), if the User fails to pay the applicable Fees when due;
   3. remove or mark as “sold”, as the case may be, any Property listing as soon as Sifang learns that a listed Property has been sold or is no longer available for sale, or that the User ceased to be the authorized legal representative of a Property’s legal owner; or
   4. terminate this Agreement in accordance with Section 10.
10. Termination. If the User has breached any of the provisions of this Agreement, or if Sifang has reasonable ground to believe that the User has breached any of the provisions of this Agreement, then Sifang may, its discretion terminate this Agreement and/or the User’s Account without notice. The User may terminate this Agreement and/or the User’s Account by notifying Sifang. Notwithstanding termination of the Agreement in accordance with the foregoing, the User shall not be entitled to refund or return of any Fees and the User shall remain liable for all amounts due and owing to Sifang up to and including the date of termination.

11. License to Sifang and Use and Disclosure of User Content. By submitting User Content to Sifang, whether by means of the Websites or otherwise the User grants Sifang a royalty-free, perpetual, global, irrevocable, non-exclusive, unrestricted right and license to use, store, reproduce, modify, adapt, publish, translate, create derivative works from, sublicense, distribute, perform, and display such User Content, in whole or in part, and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any intellectual property right that may exist in such User Content. The User further expressly agrees that Sifang may also store and use the User Content for use providing the Sifang Services, for maintaining the User’s Account, for billing purposes, or for advertising in connection with Sifang or the Sifang Services. For greater clarity, Sifang’s license in respect of the User Content includes Sifang’s right to maintain on the Listing Site, and for such time periods as permitted by applicable law, listings of sold Properties, in respect of which Sifang Services were provided, as long as such listings clearly identify the respective Properties as sold.

    The User agrees that Sifang has the right, without liability to the User, to disclose any User Content (including any Account information) to law enforcement authorities, government officials and/or a third party as Sifang believes is necessary or appropriate to enforce and/or verify the User’s compliance with any part of this Agreement (including, but not limited to Sifang’s right to cooperate with any legal process relating to the User’s use of the Sifang Services or the Websites and/or any third party claim that the User’s use of the Sifang Services or the Websites or any part of the User Content is unlawful or infringes such third party’s rights).

12. Intellectual Property.

    1. The User acknowledges and agrees that, with the exception of any User Content provided by the User, the information, content and materials generated in respect of the Sifang Services and of the Websites including, without limitation, graphics, user interface, audio and video clips, editorial content, and the scripts, code and software used to implement the Websites or to provide the Sifang Services, contains proprietary information and material that is owned by Sifang and/or its licensors and is protected by applicable intellectual property and other laws including, but not limited to, patents, copyrights and trademarks. The User agrees that it will not use such proprietary information or materials in any way whatsoever, except for the use of the Sifang Services or the Websites in compliance with this Agreement. No portion of the Sifang Services or the Websites may be reproduced in any form or by any means, except as expressly permitted in this Agreement. The User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Sifang Services or the Websites in any manner and that the User shall not exploit the Sifang Services or the Websites in any unauthorized way whatsoever.
    2. Notwithstanding anything to the contrary in this Agreement, Sifang or its licensors reserve the right to change, suspend, remove or disable access to any of the Sifang Services, the Websites, content or other material comprising a part of the Sifang Services at any time and without notice. In no event shall Sifang be liable for the making of such changes.
    3. “Sifang”, “SYPC”, “sypc.ca”, “sifanghome.com” and other Sifang trademarks, trade names, service marks, graphics, domain names and logos used in connection with the Sifang Services or the Websites are trademarks or registered trademarks of Sifang. Other trademarks, trade names, service marks, graphics and logos used in connection with the Sifang Services or the Websites may be the trademarks of their respective owners. The User is not granted any right or licence with respect to, or the use of, any of the aforementioned trademarks.
13. Disclaimers. To the fullest extent permitted by law, Sifang disclaims all warranties and conditions, express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement in respect of the Sifang Services. In particular, Sifang makes no representations or warranties that (1) the Websites or any Internet site linked to or from the Websites will be uninterrupted or error free, that defects will be corrected, or that the Websites, including any interactive areas, or the server that makes the Websites available are free from viruses or other harmful components; (2) the timeliness, sequence, accuracy, authority, completeness, usefulness, non-infringement, reliability, availability or substance of any content, information, or transaction provided as part of the Sifang Services. The Sifang Services (including, without limitation, the Websites) are provided on an “as is”, “as available” basis.
14. Results not guaranteed. The User expressly acknowledges and agrees that Sifang makes no representations or warranties that any result (including, without limitation, any purchase offers, sales or any particular sale price) may be obtained from the use of the Sifang Services (including, without limitation, the Websites or any Internet sites linked to or from the Websites).
15. Third Party Content Disclaimer. Sifang may provide third party content on the Websites or may provide links to other Internet sites or to content of third parties (collectively, “Third Party Content”) for information purposes. Sifang does not monitor or have any control over any Third Party Content. Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties, including information providers or users, are not those of Sifang. Sifang does not endorse or adopt any Third Party Content and is not responsible for and does not guarantee the accuracy, completeness or reliability of any Third Party Content or any opinion, advice or statement made on the Websites by any third party. The User may use such Third Party Content at its own risk.

16. Limitation of Liability. Sifang shall not be liable for any lost, incomplete, illegible, misdirected information on the Websites, unavailable connections, failed, incomplete, garbled or delayed transmissions, online failures, hardware, software or other technical malfunctions or disturbances, electrical surge/damage/interference, computer viruses, or attack, hacking, infringement, unauthorized access to, or theft, destruction, deletion, alteration or use of User Content or any other security intrusion.

    To the fullest extent permitted by law, Sifang shall not be liable for any special, indirect, consequential, incidental, exemplary, aggravated or punitive damages arising out of or in connection with the Sifang Services (including, without limitation, loss of use, opportunity or profit), whether in an action in contract, tort, equity or otherwise, even if such damages are foreseeable or Sifang is expressly advised of the possibility of such damages.

    In any event, Sifang’s liability shall be limited to an amount equal to any fees actually received from the User in respect of the Sifang Services.

17. Indemnification. The User agrees to defend, indemnify and hold Sifang and its affiliates and their respective directors, officers, shareholder, business partners, employees, agents, representatives, subcontractors, successors and assigns harmless from and against any claims, damages, costs, liabilities and expenses (including, without limitation, legal fees on a solicitor-client basis) arising out of or related to any User Content, the User’s conduct, the User’s breach of its obligations under this Agreement or the User’s violation of the rights of any third party.
18. Privacy. The Sifang Services are subject to Sifang’s privacy policy, which is available at: http://www.sypc.ca/privacy.php
19. Changes to Agreement. Sifang reserves the right, in its sole discretion, to change, modify, add to, supplement or delete any of the terms of this Agreement at any time, effective upon prior notice as follows: Sifang will post the revised version of this Agreement on the Access Site and may provide such other notice to the user as Sifang may elect in its sole discretion. If any future changes to this Agreement are unacceptable to the User or cause the User to no longer be in compliance with this Agreement, the User may terminate this Agreement in accordance with Section 10. The User’s continued use of the Sifang Services and/or the User’s Account following the notice of changes to this Agreement will be deemed the User’s acceptance of any and all such changes.

20. Disputes. Unless prohibited by applicable laws, all disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration before one arbitrator in accordance with: (a) if the User has its place of business, seat or primary place of residence in Canada, under the domestic commercial arbitration rules of procedure, and (b) if the User its place of business, seat or primary place of residence outside Canada, under the international commercial arbitration rules of procedure, of the British Columbia International Commercial Arbitration Centre. The appointing authority shall be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre. The place of arbitration shall be Vancouver, British Columbia, Canada.

    If, and only to the extent that, applicable laws prohibit the arbitration of a dispute between the User and Sifang, each party irrevocably submits to the exclusive jurisdiction of the courts in the Province of British Columbia over such disputes and waives any claim of inconvenient forum or other challenge to venue in such courts.

21. General.

    1. This Agreement; including its dispute resolution provisions will be governed by and construed in accordance with the substantive laws of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to the conflict of law rules of such laws that would apply a different law. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods or any other international convention governing sales of goods.

       For Users who are considered consumers in accordance with the laws of the jurisdiction in Canada in which they are resident, certain provisions of the consumer protection legislation of such jurisdiction (each being referred to as “Consumer Protection Legislation”) may apply to this Agreement or the Sifang Services. If Consumer Protection legislation applies, then notwithstanding any other provision in this Agreement, the User may have rights or remedies as set out in such Consumer Protection Legislation which may apply in addition to, or, to the extent that they are inconsistent, instead of, the rights or remedies set out in this Agreement.

    2. This Agreement and any documents and agreements to be delivered pursuant to this Agreement supersede all previous invitations, proposals, letters, correspondence, negotiations, promises, agreements, covenants, conditions, representations and warranties with respect to the subject matter of this Agreement. There is no representation, warranty, collateral term or condition or collateral agreement affecting this Agreement, other than as expressed in writing in this Agreement. No trade terms or trade usages are to be incorporated by reference implicitly or otherwise into this Agreement, unless expressly referred to in this Agreement.
    3. If any covenant or other provision of this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, then such covenant or other provision will be severed from and will not affect any other covenant or other provision of this Agreement, and this Agreement will be construed as if such invalid, illegal, or unenforceable covenant or provision had never been contained in this Agreement. All other covenants and provisions of this Agreement will, nevertheless, remain in full force and effect and no covenant or provision will be deemed dependent upon any other covenant or provision unless so expressed herein.
    4. Sifang may notify the User with respect to any matter concerning this Agreement or the Sifang Services by sending an email message to the User’s Account email address or by postal mail service to the User’s Account mailing address or by a posting on the Access Site.
    5. The User may not assign this Agreement, any part thereof or any of its benefits, obligations or liabilities thereunder without the express written consent of Sifang.
    6. The User’s payment obligations, the dispute resolution provision and all other representations, warranties, indemnities and obligations which by their nature or context are intended to survive the expiration or termination of this Agreement shall survive.