IC2IC

For the purpose of securing Buyer’s ability to inspect such goods prior to final payment and securing payment to the Seller of the purchase price of goods and other fees involved in the transaction, it is proposed that IC2IC(INTERBIRD.,LTD #301 Busan Multimedia SUPP CTR, 236-4 Namhang-Dong 2Ga, Young-Do Gu, Busan ,Korea) act as a trusted third party for the consideration to be paid by Buyer to Seller in conformance to the terms and conditions hereof.

1. EXECUTION OF THE ESCROW
Once started by Buyer, the ESCROW is effective as per the date Buyer starts the ESCROW.

2. DEPOSIT OF PAYMENTS
2-1 Once the Escrow is started by Buyer, Buyer shall, within five (5) business days of the ESCROW effective date, wire transfer the consideration to be paid for the goods or other charges, together with services fee rendered by IC2IC as trusted third party under the Escrow and wire transfer fees, which shall be deemed earned and non-refundable upon receipt, to IC2IC in conformance to the following wire instructions :
- BANK NAME : Standard Chartered First Bank Korea Limited
- ADDRESS : 86, Namhangdong 1 Ga, Youngdo-Gu, Busan, Korea
- SWIFT CODE : SCBLKRSE
- ACCOUNT NAME : Interbird
- ACCOUNT No. : 509-85-005755

2-2 Upon receipt of the wire transfer referenced in subsection 2-1, IC2IC shall advise Seller in writing of its receipt of such payments which, excluding ESCROW fee and wire transfer fees, will then be held in a non-interest bearing account in conformance to the terms and conditions hereof.

3. GOODS INSPECTION BY BUYER
3-1 The inspection Period is the period agreed by both Buyer and Seller and for Buyer to examine and evaluate the merchandise received. The Inspection Period commences on the next business day upon Buyer receipt of merchandise and continues for number of business days as specified in Section 4 of ESCROW Terms & Conditions. Date of receipt of goods is according to the shipment arrival date provided by the carrier. If Buyer requests for an extension of inspection Period, Buyer must send a written notice to both the Seller and IC2IC. The Buyer cannot assume an extension of Inspection Period without approval from the Seller.

3-2 Upon Buyer’s receipt of the goods, Buyer shall inspect such goods and, within the inspection period, advise Seller and IC2IC in Escrow process whether it accepts the goods, or rejects the goods (stating the reason for rejection). If goods are rejected, Buyer shall return goods to Seller.

3-3 Buyer’s receipt of delivery and goods inspection address must be the same. If the address is different, Buyer must send a written notice to Seller. In the event of returned goods, within 7 Business days for the date receipt of Returned Merchandise Authorization(RMA), Buyer must return the goods to Seller; otherwise, IC2IC release the payment to Seller.

4. FUND RELEASE
4-1 (Acceptance of Goods) If and in the event that Buyer advises IC2IC that it accepts the goods, IC2IC shall wire transfer the consideration to be paid for the goods to Seller in conformance to the wire instructions set forth on the ESCROW Process From completed by Seller.

4-2 (Rejection of Goods) If and in the event that Buyer advises Seller and IC2IC that it rejects the goods, or advises Seller and IC2IC that it has not received the goods as of the date as advised, IC2IC shall continue to hold the consideration to be paid in ESCROW until the earlier of the following:

(A) Receipt of agreement executed by Buyer and Seller unconditionally directing either the release of all or a portion of ESCROW amount to Seller or return of all or a portion of ESCROW amount to Buyer, in which event IC2IC will wire transfer the monies held in ESCROW in conformance to said instruction less fees for service rendered by IC2IC as trusted third party under the ESCROW Agreement; or

(B) Receipt of written certification from Buyer that Buyer has:
(i) Rejected the goods as not complying with the specifications therefore and/or not as timely received;
(ii) Good returned for appropriately repackaged required (or, if not yet received, will, if subsequently received, appropriately repackage); and
(iii) Return goods via FedEx or United Parcel Service or DHL (or, if not yet received, will, if subsequently received, appropriately ship) to Seller designated address. After confirming the returned goods are in good condition, IC2IC will wire transfer the monies held in ESCROW to Buyer less fees for service rendered by IC2IC as trusted third party under the ESCROW Agreement. The party stated in Section 3 of the ESCROW Agreement shall be responsible for the shipping cost of returned good.

4-3 Buyer has returns the goods to Seller designated location. After confirming all returned goods are in good condition, Seller shall notify IC2IC to transfer the monies to Buyer.

4-4 If and in the event that IC2IC does not receive advice from Buyer in conformance to either subsection 4-1 or 4-2 IC2IC will wire transfer the monies held in ESCROW to Seller upon IC2IC receipt of written certification from Seller that Buyer has received the goods and has failed to advise Seller that it accepts or rejects the goods as of the date of such advice, and that Two(2) business days has elapsed since the date the Buyer was required to advice of such acceptance or rejection in conformance to subsection 3-2.

4-5 Regardless of anything contained in the ESCROW Agreement to the contrary, IC2IC may, at any time it believes that there is a dispute between Seller and Buyer with regard to the subject matter of the ESCROW Agreement resulting in litigation or threatened litigation, turn the ESCROW proceeds over to Seller to be held pending any appropriate to indemnify IC2IC for the reasonable costs and expenses thereof, including reasonable attorneys fees, and that IC2IC shall have a first priority claim in the ESCROW proceeds for the amount thereof.

5. DURATION AND TERMINATION.
The ESCROW Agreement shall continue until funds held by IC2IC in ESCROW in conformance to the terms hereof are released. Regardless of anything contained in the ESCROW Agreement to the contrary, IC2IC may, at its sole discretion, terminate the agreement should Buyer and/or Seller’s conduct fail to conform to the agreement or if Buyer or Seller makes any change or alternations to the Agreement..

6. CANCELLATION
6-1 IC2IC reserves the right to terminate the Agreement after fifteen (15) Business days of its initiation if either Buyer or Seller or both has not acknowledged it.

6-2 Buyer and Seller must provide mutual written instructions to cancel a transaction. Upon cancellation, funds held in ESCROW will be remitted to the appropriate parties, less fees for service rendered by IC2IC as trusted third party under the ESCROW agreement.
"Company" shall actively engage in marketing activities to promote the purchase/sales information.

6-3 In the event that Seller cannot deliver goods to Buyer for any Reason, Buyer has the right to request for cancellation and advise IC2IC in writing. Upon cancellation, funds held in ESCROW will be remitted to the Buyer, less T/T fees. Seller shall responsible for the ESCROW service fee rendered by IC2IC as trusted third party under the ESCROW Agreement.

7. INDEMNIFICATION
7-1 Buyer and Seller shall, at their expense, agree to defend, indemnify and hold IC2IC, directors and employees, harmless from any and all damages, liabilities, costs and expenses, (including reasonable attorneys’ fees) incurred by IC2IC arising from or relating to any third party claim, suit or proceedings associated with Buyer and/or Seller use of the Service, violation or infringement of the agreement by either the Buyer or Seller or any allegation that the information Buyer or Seller have provided hereunder (1) is factually inaccurate, misleading or deceptive, (2) infringes or misappropriates any copyright, trademark, trade secret or other intellectual property right of any third party, or (3) violates civil or criminal laws. IC2IC shall not incur any liability with respect to any action taken or omitted to be taken in good faith upon advice of legal adviser given with respect to any questions relating to the duties and responsibilities of IC2IC under the ESCROW Agreement or any action taken or omitted to be taken in reliance upon any instrument which IC2IC believes in good faith to be genuine (including the identity or authority of any person executing such agreement, its validity and effectiveness and the truth and accuracy of any information contained therein).

7-2 IC2IC shall not be held liable or responsible for any agreements, whether verbal or written, Between Buyer and Seller that are not documented as part of the IC2IC transaction. IC2IC shall not be liable for any communications received and acted upon by Buyer and/or Seller that were not initiated by IC2IC.

8. LAWS
The ESCROW Agreement shall be governed by and construed in accordance with the laws of the IC2IC Special Administrative Region, Korea, irrespective of its conflict of laws.

9. MISCELLANEOUS
9-1 The rights and obligations of each party under the ESCROW Agreement may not be assigned without the prior written consent of all parties. The Agreement shall be binding upon and inure to the parties hereto and their respective successors and assigns.

9-2 The ESCROW Agreement may be signed in any number of counterparts with the same effect as if the signatures on all counterparts were on the same instrument

9-3 The ESCROW Agreement contains the entire understanding among the parties with respect to transactions contemplated hereby.

9-4 Any advise, notice, demand or request required or permitted to be given under the provisions of the ESCROW Agreement shall be in writing. All advices, notices, demands or requests made in conformance to the ESCROW Agreement shall be sent to the addresses or via facsimile per the attached worksheet for Seller and Buyer and To IC2IC pursuant at the following:

Interbird., LTD
#301 Busan Multimedia SUPP CTR,
236-4 Namhang-Dong 2Ga, Young-Do Gu,
Busan , Korea
Fax Number : +82-51-412-8933

9-5 Buyer and Seller agree to submit it to the personal jurisdiction of Korea in any action or proceeding arising out of or as a result of the ESCROW Agreement and that the venue of any litigation shall, to the extent permitted by law, be submitted to the exclusive jurisdiction of the courts of Korea.