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Conditions of Use

TERMS OF USE AGREEMENT
THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF
www.Gearsource.com AND OUR SERVICES.


WELCOME to the Gear-Source, Inc. website(s) available at and under www.Gearsource.com and/or under other uniform resource locator(s) and the related or linked portals, information management systems, intranets, password protected information systems, e-mail or wireless websites of our or our affiliates businesses (collectively, “Gearsource.com”) – developed, hosted, maintained or operated by Gear-Source, Inc. (“Gear-Source,” “we,” “us,” or “our”) or our designees. 


This Buyer Agreement (this “Agreement”) sets forth the terms and conditions governing your use of Gearsource.com and your access to and use of our transaction facilitation services, our Intellectual Property Rights, and other the webpage, sub-pages, URLs, links, trademarks, trade names, trade dress, slogans, logos, copyrights, information, other content, wireless services, portals, e-mail functionalities, operating systems, and electronic communications or data management systems and services offered on or through Gearsource.com (which, collectively with Gearsource.com, constitute the “Services”).” This Buyer Agreement is incorporated into and is an integral part of our general Terms of Use Agreement, which is also binding on Buyer. 


You wish to, via Gearsouce.com, engage in the purchase, from a seller (the “Vendor”), entertainment related equipment or items like, audio, video, lighting and effects, rigging, trussing and staging, instruments and amplification, cables, cases, PD and/or other miscellaneous equipment of the type displayed or listed on Gearsource.com (collectively, the “Equipment”). 


“You” “your” or “Buyer” means are the person and/or entity which are accessing this site and availing itself of the Services, or otherwise clicking on “I Accept” below.  “Buyer,” “You” or “Your” includes your employer or your business entity if you are an employee or business owner, or your principal is you or an agent. 


By accessing or using or availing yourself of Gearsource.com or any of the Services, including Logging in, Registering or adding any item to your Cart, you accept and agree to be legally bound by this Agreement, as it may be amended or supplemented from time-to-time by us (as further described below), and agree to all of our operating rules and/or policies and the Services that may be approved by us and published by us on Gearsource.com.  All these rules and policies, including, without limitation, the answers to our Frequently Asked questions (“FAQs”) and our purchase policies and rules in our price catalogue are incorporated into the Rules and this Agreement by this reference.  They, together with this Agreement, the Terms of Use Agreement, and any rules or policies we publish for the use of Gearsource.com and the Services constitute the “Rules”. You agree to be bound by all of the Rules as well.  IF YOU DO NOT ACCEPT THIS AGREEMENT, INCLUDING THE RULES, YOU ARE NOT AUTHORIZED TO ACCESS GEARSOURCE.COM OR AVAIL YOURSELF OF OR USE GEARSOURCE.COM OR SERVICES IN ANY MANNER.


Buyer’s Code of Conduct.  As a Buyer, you agree to this Buyer’s Code of Conduct.  However, the Buyer’s Code of Conduct does not limit in any way, nor is in lieu of any of the other Rules, representations, warranties or promises contained in this Agreement or any other Rules.  The Buyer’s Code of Conduct is in addition to any other terms of this Agreement and the Rules and may be modified by changes to the Rules.  Under the Buyer’s Code of Conduct, Buyer agrees that:


a.    Buyer has and will provide complete, truthful and non-misleading information to us during our “Registration” and/or our “Ad To Cart” and/or “Checkout Process.”


b.    By clicking on the purchase feature of gearsource.com (by clicking on “Agree” under the “Add to Cart”), Buyer indicates that Buyer agrees to purchase the Equipment so indicated at the purchase price listed on Gearsource.com (“Order Price”). This Order price will be indicated in the Order Confirmation or other communication we send to you during the “Checkout” process;


c.    Buyer must also pay, and agrees to pay all insurance taxes, shipping, insurance, duty and freight handling and administrative charges which may not be included in the Final Purchase Price (“Additional Charges”).  Also, as part of the Additional Charges, Buyer will pay all applicable sales and excise taxes related to the purchase of the Equipment, and such taxes, if any, will be listed on the Buyer’s purchase information.  And, in all cases, Buyer must pay insurance on all shipments and indemnify and hold us harmless from any and all responsibility in connection with the shipment and handling of any items purchased by you.  Additional Charges for taxes need not be separately identified on any Purchase Order or Checkout procedures; they may, at our option, be listed as Administrative charges or the like;


d.    If Additional Charges apply to the purchase of the Equipment after Buyer places an order for Equipment (Adds to the Cart), Buyer will be notified within 2 days of the Additional Charges and will be required to confirm its acceptance of the same within 2 days of our notice to Buyer.  If Buyer does not confirm agreement to those Additional Charges, if any, within the time period indicated in our notification to you, we will cancel the order for that Equipment;


e.    Unless otherwise stated in Gear-Source, Inc.’s fee schedule, all fees payable to Gear-Source, Inc. are payable in U.S. Dollars.  Buyer’s requirement to pay Gear-Source, Inc. in U.S. Dollars applies notwithstanding the location of any Vendor or Buyer for the Equipment, or the location of the Equipment;


f.    ALL SALES ARE PREPAID BY BUYER.  Once Buyer confirms Buyer’s agreement to the Order Price (plus any Additional Charges), Buyer must PRE-PAY the Order Price plus all Additional Charges (the “Total Due”) via a payment method approved on the gearsouce.com Checkout Feature, and in according to our then current Rules.  By making such Pre-Payment Buyer will be making timely pre-payment to the Vendor (by pre-payment through us) via our payment procedures posted in the “Checkout” portion of Gearsource.com.  (We accept Buyer’s pre-payment of the Total Due and then (once the order is Accepted) forward such pre-payment of the Total Due to the Vendor, less our fees, shipping fees, and taxes paid by Buyer);


g.    We generally accept only Credit Card Payment for the Order Price and any Additional Charges. If Buyer seeks to pay by another method, or Gear-Source, Inc. agrees to accept another method of payment, Buyer must contact us to arrange for another prepayment option.  Buyer must contact us for such prepayment option at phone number +1 (561) 296-9555;


h.    In the event that Gear-Source, Inc. approves utilization of PayPal or similar services, Gear-Source, Inc. may deduct any amounts due (e.g., the total due or any portion thereof) from the PayPal or similar service balance maintained by Buyer;


i.    In addition, in the event Gear-Source, Inc. designates a payment method such as electronic funds transfer, or credit card payment, Buyer agrees to maintain such payment system in good standing throughout the term of this Agreement.  If Buyer ceases or cancels such bank account or credit card or we decide not to accept that credit card or payment type for any reason, Buyer will provide an alternative acceptable payment method to Gear-Source, Inc. within the time period specified in such notice to Buyer.  In the event Buyer fails to timely pay Gear-Source, Inc. any monies due, Gear-Source, Inc. may collect such fees or other amounts due via other collection mechanisms, including, without limitation, charging such payments to any other payment mechanism on file or previously on file with Gear-Source, Inc., and retaining collection agencies and legal counsel for accounts over 90 days past due;


j.    Buyer understands that, despite PRE-PAYMENT by Buyer, no purchase and sale of Equipment is final until the purchase and sale is “Accepted” by both Buyer and Vendor and the Equipment is delivered to Buyer.  If, according to our Rules, any piece of Equipment is not accepted by Buyer, then Buyer will have the right to receive a full refund, less shipping costs, provided Buyer complies with the Rules and returns the item to Vendor, at Buyer's expense;


k.    Buyer must comply with all of our Rules in connection with our “Return Policies.”  Our then current Return Policy, if different from the one described in this Buyer’s Code of Conduct, will be published to you at the time of your acceptance of any purchase of any Equipment or otherwise will be posted on Gearsource.com at the time of purchase.  Unless otherwise modified at such time of your Acceptance of the purchase, our Return Policy is as follows:  We allow any Buyer to, if such purchase of the Equipment is, according to our Rules, not Accepted by Buyer, return that Equipment for a full refund within 2 business days of their receipt of that Equipment.  Our Refund Policy requires Buyer to notify us within 24 hours of Buyer’s receipt of the Equipment that you will return the Equipment.  All returned Equipment must be repacked in their original shipping boxes or cases, and returned at Buyer’s expense to the location specified by us on the Purchase Order which will be included with the Equipment.  All returned shipping costs are the responsibility of the Buyer.  Further, any damage by Buyer or use of the item/Equipment purchased will result in the item or Equipment being unable to be returned.  If a return is requested in accordance with our Return Policy, we or the Vendor will re-ship the Equipment back to the Buyer, and the Total Due, plus any additional return shipping charges, will be added to the Additional Charges and  will become the responsibility of the Buyer.  If a refund is authorized under our Rules, Buyer will receive the amount to be refunded within 14 days after Vendor’s receipt of the returned Equipment.  Our refund policy may be changed at any time via changes to the Rules.  We reserve for ourselves the sole right to determine any dispute relating to whether any return of Equipment meets our Return Policies and if any refund is warranted;


l.    Buyer may, pursuant to our Rules, refuse to consummate the transaction to purchase the Vendor’s Equipment in the event that there is a mutual mistake between Buyer and Vendor, or that we or Buyer are unable to verify that the Vendor is able to fulfill its obligations to Buyer under its agreement to purchase the Equipment;


m.    In the case of any damage or loss during shipment, it is Buyer’s sole responsibility to notify us immediately upon delivery, in writing, and thereafter file a claim with the shipping company.  Because insurance on all shipped Equipment is required to be purchased by Buyer, our Return Policy does not allow any return of goods/Equipment damaged during shipping, or any other goods/Equipment sold as-is.  Buyer also agrees to indemnify and defend us from and not hold us responsible for any delay in shipping or availability of any Equipment purchased or sought to be purchased by Buyer;


n.    As part of the Additional Charges, Buyer must pay Gear-Source, Inc. a $25 charge-back fee on all charge-backs, and an administrative service charge of $10 on all orders under $10;


o.    In the event that any payment or check is returned for insufficient funds, Buyer must pay us an Additional Charge/returned check charge in the amount of $40 per returned check.  Any checks or other payment returned for a “stop payment” are subject to an Additional Charge/administrative finance charge of $35, plus a 10% service fee (based on the Order Price of the Equipment);


p.    Buyer must follow through/consummate any purchases of Equipment that is Accepted by Buyer and any Vendor.  Buyer agrees it is not entitled to, and will not attempt to, charge back or seek a refund for any monies paid by Buyer if our Refund Policies are not met in full;
q.    Buyer shall comply with any other and all of Gear-Source, Inc.’s dispute resolution policies and procedures posted to Gearsource.com from time to time with respect to any Claims;


r.    If Buyer has a dispute, claim, or controversy of any kind or nature with one or more other Buyers or Vendors utilizing Gearsource.com, or any of their Buyers or Vendors, Buyer fully and unconditionally releases, indemnifies, will defend and holds harmless Gear-Source, Inc. (and all of its agents, officers, directors, affiliates, subsidiaries, joint venturers and employees) from any and all claims, demands, causes of action, controversies, suits, damages (actual and consequential) of every kind and nature (“Claims”), known and unknown, arising out of or in any way connected with such Claims.  If Buyer is a California resident or corporation, or other entity, Buyer fully and unconditionally waives the California Civil Code § 1542, which says:  “a general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of creditor’s executing the release, which if known by him must have materially affected his settlement with the debtor”;


s.    Without limiting the foregoing, unless a different “Dispute Resolution Policy” is posted to Gearsource.com, the dispute/charge-back policies in this Agreement shall apply.  In the event Buyer has a dispute/Claim with Vendor, Buyer must, in good faith, seek to resolve that dispute/Claim with the Vendor and/or indemnify, defend and hold us harmless in connection with any and all such disputes. Buyer must engage in good faith dispute resolution procedures in accordance with our Rules, if any, prior to seeking any charge back or litigation relating to such Claim.  In the event any Claim is not resolved with good faith efforts of Buyer and Vendor, Buyer will notify Gear-Source, Inc. in writing of the nature and subject of any such Claims at least 10 business days before Buyer files any lawsuit, arbitration or demands mediation of any kind or nature in connection with any such Claim.  While Gear-Source, Inc.’s customer service department may provide information to or facilitate information to among Buyer and/or other buyers or Vendors in connection with such Claim, Gear-Source, Inc. is not responsible for, and not liable to Buyer for, the outcome of any such Claim.  Gear-Source, Inc.’s dispute resolution procedures may, from time to time, require that all Claims of the nature identified in such dispute resolution procedures by Gear-Source, Inc. be resolved by a decision rendered by Gear-Source, Inc.’s customer service department;


t.    Buyer will also not seek to obtain a charge-back or the like from any credit card or electronic funds processor without first exhausting good faith dispute resolution efforts with Vendor, submitting its Claim in connection such chargeback to Gear-Source, Inc.’s customer service department, providing Gear-Source, Inc.’s customer service department written notice of the reasons for such desired charge-back or refund, and providing Gear-Source, Inc. time to resolve such dispute, pursuant to the time period specified in Gear-Source, Inc.’s customer service policies and procedures.  Further, prior to initiating a charge-back with your credit card company, you must:


i.    call our customer service department at 1-866-669-GEAR and/or e-mail our customer service department at info@gearsource.com and obtain a charge-back/returned item authorization number (“RMA”);


ii.    provide a written reason for returning your product, the RMA number and a copy of the sales receipt you received with your order to our customer service department; and
iii.    return the product in accordance with our and the Vendor’s return policies, including a copy of your sales receipt and RMA number in the return package.  Please note that any RMA numbers not received by our customer service department within 10 days of their issuance are deemed void and no charge-back will be authorized.


u.    If, for any reason, Buyer seeks to obtain a charge-back from its credit card company or other electronic funds payment provider and such charge-back is not issued, Buyer will pay to us an Additional Fee/fraudulent charge-back fee in the amount of $75 to compensate Gear-Source, Inc. for our research and effort incurred in investigating the charge-back and responding to Buyer’s credit card company or other electronic funds authorization provider.  Buyer is also responsible to Gear-Source, Inc. and to Vendor for any damages to Vendor caused by such fraudulent or unwarranted chargeback. Buyer agrees that it will not seek to obtain a charge-back from its credit card company or other electronic funds payment provider if Buyer has used the item or has failed to comply with our Return Policies


v.    Buyer agrees that Gearsource.com and/or any Vendor may list prices for Equipment at our or the Vendor’s cash discount price, which may be up to 3% less than the price the Vendor charges for the purchase of Equipment when credit card payment is utilized. If a cash discount price is applicable, it will be noted on the “Listing” at “Checkout” or on the “Purchase Order” for the Equipment.  However, we reserve the right not to allow cash payment;


w.    Buyer will not take any action to manipulate the price of any items or interfere with any other Buyer or Vendor’s efforts to purchase or sell any Equipment other than to, in bona fide good faith, seek to purchase an item listed on Gearsource.com or via the Services;


x.    Buyer will not post any inappropriate content on Gearsource.com or use or seek to use any of the Services or Gearsource.com for any unlawful purpose;


y.    Buyer will not violate any laws, third party rights or our Rules, or seek to assist others in doing so;


z.    Buyer will not use Gearsource.com or the Services if Buyer is not able to form legally binding contracts, or you are under the age of 18 (or in any jurisdiction under the age of legal consent), or are temporarily or indefinitely suspended, prohibited or barred from using Gearsource.com or any of the Services; and
aa.    Buyer will not make any misrepresentation to any Vendor of the amount Buyer can or have agreed to pay, or otherwise engaging in any effort to defraud any Vendor.


Agreement and Service Modification and Termination Policy.


a.    Agreement Modification Policy.  Gear-Source, Inc. reserves the right, at any time and from time-to-time, to update, revise, supplement and to otherwise modify this Agreement and the Rules, and to impose new or additional rules, policies, terms or conditions on your use of Gearsource.com and the Services.  Such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions are deemed part of the Rules will be effective immediately and incorporated into this Agreement upon our publishing them on Gearsource.com, which may be given by any means we designate, including by our posting to Gearsource.com.  Your continued use of or availing yourself of any of Gearsource.com or Services following such notice will be deemed to conclusively indicate your acceptance of any and all such existing or newly created Rules.  All existing and future Rules are incorporated into this Agreement by this reference.


b.    Service Modification Policy.  Buyers and Vendors agree that Gear-Source, Inc. reserves the right, at any time and from time-to-time, to modify or discontinue, temporarily or permanently, Gearsource.com or the Services, with or without notice to you.  This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason.  You agree that we will not be liable to you for any modification, general suspension or discontinuance of Gearsource.com or the Services.  We may refuse or restrict anyone from access to any or all of Gearsource.com or the Services at any time.


c.    Termination Policy.  We may terminate your purchase of any Equipment, your use and/or access to the Services and/or access to Gearsource.com immediately; if we believe that your conduct fails to conform to this Agreement.  If we terminate any purchase due to your breach of the Rules, any Administrative Charge will still be due, but we will return the rest of the Pre-Payment made by Buyer (less any other damages or amounts due for violation of the Rules).  Without limiting our rights and your limitations under this Agreement, if you make unauthorized use of our Intellectual Property Rights during this Agreement or if you use, or attempt to use the our Intellectual Property Rights (including our Services or Marks or our copyrighted materials) after such termination and/or for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability and penalties.
Warranty and Title Policy: 

  • a.    Equipment and Information Warranty Representations.  We do not provide warranties on the Equipment you purchase, but we will require the Vendor(s) to pass along to you any applicable Vendor’s or manufacturer’s warranty.  As part of our Rules for Vendors, Vendor (not Gear-Source, Inc.) will, unless specified on Gearsource.com or a Purchase Order, warranty to Buyer that the equipment being sold is free from defects of material and workmanship for a period of ninety (90) days.  And, Vendor (not Gear-Source, Inc.) will and hereby expressly warrants and represents to Buyer that the Equipment to be delivered is the exact Equipment being advertised by Vendor on Gearsource.com and shall be in as good of working order as advertised.  But, Gearsource.com is also not responsible to Buyer if any Vendor or manufacturer refuses to honor any Vendor or manufacturer warranty or fails to pass it along to Buyer.  Gear-Source, Inc. does not warrant the accuracy of any information provided through the “More Info” feature, any information provided through info@gearsource.com or via the “Description” provided with the Equipment on Gearsource.com, or through direct correspondence with Gear-Source, Inc. personnel or those of the Vendor.
  • b.    No Equipment Warranty.  If there will be no warranty provided by the Vendor or manufacturer, it will be indicated by Vendor clicking "no warranty", or specified on the purchase or information pages of Gearsourc.com indicating that such Equipment comes with no warranty.  To the extent legally permitted, Gear-Source, Inc. excludes any and all implied warranties, terms and conditions.  Gear-Source, Inc. is not liable for any loss of money, goodwill, reputation or any special, indirect or consequential damages arising directly or indirectly out of your use or your inability to use Gearsource.com, and any services or tools associated therewith.  Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so in some instances, these disclaimers and exclusions may be omitted or may not apply to Vendor or Buyer.  However, it is the intent of the parties that they will apply to Vendor to the furthest extent permitted by law and/or contract.
  • c.    No Ownership of Equipment by Gear-Source, Inc.  While Gear-Source, Inc. may receive, as a convenience for the parties, pre-payment by Buyer from the transaction and remit amounts due to Vendor (less applicable fees, etc.), Gear-Source, Inc. does not transfer legal ownership of items from any seller to any buyer (i.e., from any Vendor to Buyer), does not purchase the item from Vendor and resell the to Buyer, does not take any item on consignment, engages in no bailment and nothing in this Agreement or any of the Rules modifies or shall modify the governing provisions of the Commercial Code of any state, and the Uniform Commercial Code § 2-401(2) unless the Buyer and Vendor expressly agree otherwise, and Gear-Source, Inc. agrees in writing to the same.
  • d.    Limitation of Liability.  Buyer agrees that:  Gear-Source, Inc. is a listing and sales facilitation service only, unless specifically stated on Gearsource.com that the Equipment is a “Gearsource.com owned Equipment.”  Gear-Source, Inc. does not purchase the Equipment and re-sell the Equipment; Gear-Source, Inc. is not an auction site; Gear-Source, Inc. does not engage in consignment of goods; and no bailment of any kind is created in any way in connection with the Equipment.  Only if the applicable Equipment is advertised specifically as a “Gearsource.com owned Equipment,” Gearsource.com will be treated as the Vendor.  Accordingly, except only for Equipment expressly marked as “Gearsource.com owned Equipment,” Gear-Source, Inc. does not accept any responsibility for or hold itself out as offering such activities.  Also, Vendor and Buyer will not hold Gear-Source, Inc. responsible for any other Gearsource.com users’ content, actions, inactions, or any items or services of any kind or nature that they List or purchase via Gearsource.com, or Gear-Source, Inc.’s destruction of, or refusal to offer or sell any allegedly fake, counterfeit, or illegal items.  Buyer acknowledges that because Gear-Source, Inc. is not an auctioneer or Vendor’s or Buyer’s agent, Gear-Source, Inc. has no fiduciary duty to Vendor or Buyer and is not responsible for obtaining for Vendor or Buyer the highest or lowest price available for any Equipment listed via Gearsource.com.  Instead, Gearsource.com, and all services associated with it provided by Gear-Source, Inc., serves as a venue to allow Vendors to offer and sell, to facilitate Vendors’ offer and sale of the Equipment, and to facilitate Buyers’ purchase of Equipment for the Vendor(s).  To the extent that any Gear-Source, Inc. personnel, or Gear-Source, Inc. are in any way involved with the actual transaction (such as the offer, sale or negotiation of the sale of any Equipment), they do so as a mere convenience to Vendor and/or Buyer and not as the Vendor’s or  Buyer’s agent or employee.
  • e.    No Control Over Offers and Sales.  While Gear-Source, Inc. may help facilitate the offer and sale of the Equipment and/or may help to facilitate resolutions of disputes among Vendor and buyers, it has no control over the terms offered by buyers or sellers and does not guarantee the quality, safety or legality of any items advertised, offered or sold, the truth or accuracy of any statement made by any party in connection with any Listing, negotiation or transaction process, or the ability of any seller to sell or any buyer to buy, pay for or receive in a timely manner, any items or Equipment listed or offered or sold via Gearsource.com, or any related Services, or that any buyer or seller of any kind or nature, will actually complete the transaction for the item, return the item or timely pay for such item.
  • f.    Use Is “As Is”.  YOU USE THE SERVICES AND GEARSOURCE.COM IS AT YOUR SOLE RISK.  THE SERVICES AND GEARSOURCE.COM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT.  WE DO NOT WARRANT THAT GEARSOURCE.COM WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.  IN ADDITION, WE DO NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH GEARSOURCE.COM INCLUDING, WITHOUT LIMITATION, ESTIMATED FEES BASED ON USER-PROVIDED INPUT ANY SALES TRANSACTIONS PAGE OR SIMILAR SOFTWARE FUNCTION, ARE APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED.  FURTHER, WE DO NOT WARRANT THAT PUBLISHED FEES BASED ON USER-PROVIDED INPUT IS AN ACCURATE OR TRUE REFLECTION OF THE FEES, TERMS AND CONDITIONS THAT WILL BE BINDING BETWEEN THE CONTRACTING PARTIES.
  • g.    Limitation of Damages. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY ASPECT OF GEARSOURCE.COM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).  TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF US FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO GEARSOURCE.COM OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO ONE HUNDRED DOLLARS ($100). 

THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE GEARSOURCE.COM OR SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO GEARSOURCE.COM. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


h.    No Control Over Access.  In order to use Gearsource.com or the Services, you must obtain access to the World Wide Web (or such technology we may designate) directly or through devices that access content and pay any and all service fees, if any, associated with such access:  we are not responsible for such fees or costs.
Acceptable Use Policy. 

 

  • a.    Individual Use.  Except as provided in (b) below, you agree that you are only authorized to visit, view and to retain a single copy of pages of this Gearsource.com website solely for your own use and that you shall not duplicate, download, publish, modify or otherwise distribute any material on this Gearsource.com website for any purpose other than for your own individual use unless otherwise specifically authorized by us.  Gear-Source, Inc. may post “Legal Notices” (like the ®, SM,  or  symbols) and various credits on pages of Gearsource.com.  Your use of Gearsource.com is subject to our Legal Notices and you must not remove these Legal Notices or credits, or any additional information contained along with the Legal Notices and credits which may not be removed, even from your permitted copy.
  • b.    Deep Links. You shall not, without the express prior written permission of Gearsource.com, “deep-link” to this Gearsource.com website, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of Gearsource.com for any purpose, unless specifically authorized in writing by us to do so.  You must not create any links from your website to any website which bears the Marks or our copyrighted materials or which offer products or services sales, without our express written consent.   If you wish to deep link or any link to Gearsource.com for any reason, you must contact us at info@gearsource.com and obtain our express prior written approval for such deep links or other links. 
  • c.    Security, Cracking and Hacking.  You shall not violate or attempt to violate the security of Gearsource.com or the Services.  Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iv) attempt to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to the Services, overloading, “flooding,” “mailbombing” or “crashing” Gearsource.com or the Services.  Violations of system or network security may result in civil or criminal liability.  We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.  You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet.  You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with Gearsource.com or the Services.
  • d.    Spidering.  THE USE OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO AUTOMATICALLY DOWNLOAD OR “SPIDER” GEARSOURCE.COM OR ANY OF THE PAGES OF GEARSOURCE.COM INFRINGES ON OUR COPYRIGHTS.  DO NOT USE ANY SUCH TOOLS OR PRODUCTS ON OR IN CONNECTION WITH THE SERVICES!
  • e.    You Are Responsible For All of Your Activities and All of The Content You Post. You represent and warrant that any information you post or provide to us by means of Gearsource.com, including, without limitation, as part of any Listing or Registration or application or to gain access to Gearsource.com or any Services, is truthful, accurate, not misleading and offered in good faith.  Any information disclosed to you via the Services including, without limitation, any content in the personalized areas of Gearsource.com, if any, may be used only for its intended purpose.  We expect that you will exercise caution, good sense and proper judgment in using Gearsource.com or the Services.  You agree NOT to use Gearsource.com or any of the Services for or in connection with any of the following activities:
  • i.    spoofing or otherwise impersonating any person or entity, including, without limitation, any other users or any of our personnel, or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any e-mail or other posting;
  • ii.    any fraudulent or illegal purpose;
  • iii.    e-mailing, uploading, or otherwise transmitting or using the Services in furtherance of the use or distribution of any unlawful, harmful, harassing, defamatory, tortious, libelous, abusive, threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind, or any material that is invasive of another’s privacy or exploits children, or transmitting any sexually explicit materials, including images and other content;
  • iv.    transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer’s functionality or the operation of our (or anyone else’s) Services, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate our rules or policies;
  • v.    violating our rights in or to our intellectual property; and
  • vi.    to assist you with breaching this Agreement, or agreement between any third party and us.

f.    Your Access to Certain Services. As a convenience and courtesy to you, in addition to the Services offered to the general user of Gearsource.com, we may provide you access to Gearsource.com  and other websites operated by our affiliates for purpose of contracting with us or affiliated licensed or franchised businesses to sell products or services to you.  If we do so, any offers or sales made in connection with the use of our affiliates’ websites will be subject to our Rules and this Agreement if no other terms of use or the like are posted on those affiliates’ websites.  See our Rules which may be published on Gearsource.com.  In addition, you understand that certain Services on Gearsource.com such as a general contents page and a current information page (which provides information that may include, without limitation, news of interest to users of Gearsource.com, shipper information and other Services) may include materials and information from third parties, and you acknowledge and agree that we have minimal control over such information.  Accordingly, we cannot guarantee, represent or warrant that the content contained in Gearsource.com or through the Services is/are accurate, appropriate to you, and/or inoffensive.


g.    Compliance with Laws. You may use the Services and Gearsource.com only for lawful purposes. The Services and use of Gearsource.com are subject to, and you agree that you will at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services.  This obligation includes your agreement to comply with all applicable laws or industry-specific regulations, and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefore, as well as authorization from us.
Intellectual Property Policy:

  • a.    Do Not Violate Our or Third Party Intellectual Property Rights.  Without any of our rights or your obligations under this Agreement, you may not, and by using the Services or an Gearsource.com website you agree not to, use the Services or an Gearsource.com website to: (i) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit material that infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others.  For purposes of this Agreement, the term “Intellectual Property Rights” means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.
  • b.    Ownership.  The trademarks, trade names, logos, color schemes, service marks, slogans, and similar means of  identifying products or services displayed on any of the pages of Gearsource.com, including without limitation, any variation of the terms or phrases “GEAR-SOURCE®” (wordmark) "GEAR-SOURCE®" (word and design) (collectively, the “Marks”) as well as all copyrighted or copyrightable material, images, sound, text, graphics, software and source code (“Copyrights”) and other Intellectual Property Rights are our or our licensors registered and/or common law marks, Copyrights or other Intellectual Property Rights.  All content and materials on Gearsource.com including, without limitation, the Marks and Copyrights, button icons, images, audio clips, and software, copyrights, patents and other Intellectual Property Rights included in the Services or on Gearsource.com, are our property or our licensors’ and are protected by U.S. and international copyright, patent, trademarks, and other proprietary rights and Intellectual Property Rights laws. The compilation of all content on Gearsource.com and/or the Services is our exclusive property and is protected by U.S. and international copyright laws.  All software used on Gearsource.com is our property or our licensors and protected by U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services is permitted without the express written permission of us and any other applicable copyright owner. 
  • c.    Reproduction and Copying.  You may not copy, reproduce, republish, upload, post, transmit, sell, distribute, transfer or modify any of the content, data, information or materials found on Gearsource.com, but you may download, display and print one (1) copy of the content displayed on our site on a single computer for your personal-non-commercial use or use in connection with your individual purchase or sale of the Equipment purchased or sold by you via Gearsource.com.
  • d.    Unauthorized Use.  You will not use the Marks, Intellectual Property Rights, or other content on any site, website, web page, portal, or any form of advertisement which you operate, authorize or control without our express written permission.  You may not use our Marks or any other of our Intellectual Property Rights (like copyrighted materials) in any search engine descriptions, content, meta-tags, “white lettering”, key words, or other means of directing or influencing web traffic to any website, web page, portal or e-mail operated, controlled or authorized by you without our express written permission and your doing so constitutes a violation of our rights under U.S. Federal law, U.S. States’ laws, and other international laws and a breach of this Agreement. 
  • e.    Unauthorized Registration.  You will not register or adopt or use any names, URLs, trademarks, slogans, trade names, trademarks, service marks, e-mail addresses, URLs, meta-tags, key words, search descriptions or the like that are the same or are confusingly similar to the Marks or Copyrights.  Without our prior written consent, you will not submit or maintain any information submitted to search engines which incorporate any content from Gearsource.com, our Intellectual Property Rights, the Marks, our copyrighted materials or any marks that are confusingly similar to the Marks.
  • f.    Resale of Services/Reservation of Rights.  You acknowledge that you do not acquire any ownership or license rights by virtue of downloading the Marks, Copyrights, other Intellectual Property Rights or any other copyrighted material from the Services.  All rights not expressly granted under this Agreement are expressly reserved to us.  If you believe your rights under applicable copyright laws are being infringed, you may notify our designated personnel who assist us with our Copyright notice and takedown policies.

Account Password Policy.  When you become a Registered user of gearsource.com and the Services, or to access any Gearsource.com related website, you must receive or establish one or more passwords and accounts in the manner we designate.  Maintaining the confidentiality and security of your passwords and accounts is solely your responsibility. Accordingly, you must maintain the security and confidentiality of your accounts.  Do not divulge your password or account information to any third party.  You are entirely responsible for all activities that occur on or through your account(s), and you agree to notify us immediately about any unauthorized use of accounts or any breach of security. You agree that we and our affiliates are not and will not be responsible for any losses incurred in connection with any misuse of or failure to secure passwords, nor do or will they have any responsibility whatsoever for your failure to comply with this Section.
Privacy Policy.  You agree to the terms of our then current Privacy Policy at www.gearsource.com and as published in the Rules from time to time.
Miscellaneous Terms.

  • a.    Merger Clause.  Subject to the terms of this Agreement and our other Rules and policies for Gearsource.com, this Agreement constitutes the entire agreement between you and us with respect to the subject matter addressed herein, and governs your use of Gearsource.com and the Services, superseding any prior agreements between you and us relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with us pursuant to a registration to access certain features of Gearsource.com and/or the Services.  The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  If any provision of this Agreement 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 that the other provisions of this Agreement remain in full force and effect. 
  • b.    Section Headings.  The section headings used in this Agreement are for convenience only and have no legal or contractual effect.
  • c.    Use by Adults Only.  Without limiting the foregoing, our Services at Gearsource.com are not intended for use by or availability to minors.  IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW, ARE LEGALLY UNABLE TO ENTER INTO BINDING CONTRACTS WHERE YOU LIVE OR IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT REGISTER VIA OUR REGISTRATION FEATURE, USE GEARSOURCE.COM, ACCESS GEARSOURCE.COM OR USE THE SERVICES.  IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF GEARSOURCE.COM AND THE SERVICES AND DO NOT ACCESS GEARSOURCE.COM.  IF YOU ARE UNDER 18, DO NOT PROVIDE US ANY BIRTH DATE OR OTHER PERSONALLY IDENTIFIABLE INFORMATION.
  • d.    Choice of Law and Forum.  Gearsource.com and the Services are controlled by us from within the State of Florida, USA, although each may be accessed and used throughout the world.  Subject to this Agreement, by submitting a registration or by accessing or using the Services, you and we each agree that the substantive laws of the State of Florida, USA will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Services, and that such laws will apply without regard to principles of conflict of laws.  Subject to the dispute resolution procedures set forth above, you and we agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Broward County, Florida, USA with respect to such matters.  Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
  • e.    Indemnity of Us.  You agree to indemnify and hold us, our owners, officers, directors, affiliates and agents harmless, and, at our request, to defend us from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys’ fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) Gearsource.com or the Services, any aspect of Gearsource.com, or any other activities of yours accomplished using the Services or Gearsource.com.
  • f.    Order of Precedence. This Agreement governs your use of Gearsource.com and use of and access to the Services. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with us or any of our related or affiliated entities.  To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on Gearsource.com, conflicts with any provision of your other agreements with us or any of our related or affiliated entities, the terms of such other conflicting term(s) of this Agreement. 
  • g.    Assignment.  You may not assign this Agreement without our written consent.  We may freely assign this Agreement and our right under it without your consent or notice to you.  This Agreement is binding on our successors and assigns.
  • h.    Electronic Signature.  You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the agreements into which you thereby enter.  Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH GEARSOURCE.COM.  Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.  You may obtain a copy of this Agreement by printing it now at no additional cost to you or by contacting us later at www.gearsource.com.  We may charge you up to $15 per copy of this Agreement if we send a copy to you at a later date. 

BY CLICKING THE BUTTON MARKED [I ACCEPT] OR BY ANY OTHER ACT ON YOUR PART TO USE GEARSOURCE.COM OR THE SERVICES IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL OF THE TERMS AND CONDITIONS, POLICIES AND PROCEDURES INCORPORATED INTO IT.


IF YOU DO NOT UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL OF THE AGREEMENTS POLICIES AND PROCEDURES THAT ARE INCORPORATED INTO IT, CLICK ON THE BUTTON MARKED [I DO NOT ACCEPT].

I ACCEPT
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