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TERMS OF USE AGREEMENT

THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE WWW.GEARSOURCE.COM WEBSITE(S)AND OUR SERVICES.

PLEASE READ THESE TERMS OF USE AND ANY HYPERLINKED POLICIES (COLLECTIVELY THE "AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITES AND SERVICES OFFERED BY GEARSOURCE HOLDINGS, LLC. ("GEARSOURCE"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITES AT GEARSOURCE.COM, GEARSOURCEEUROPE.COM AND GEARSOURCEASIA.COM (HEREINAFTER COLLECTIVELY REFERRED TO IN THE SINGULAR AS THE "SITE") AND ALL SERVICES PROVIDED BY GEARSOURCE ON THE SITE (THE “SERVICES”). BY USING THE SITE AND SERVICES OFFERED BY GEARSOURCE, INCLUDING BUT NOT LIMITED TO BROWSING THE SITE, YOU, WHETHER AN INDIVIDUAL OR AN ENTITY, (THE “USER” OR “YOU”) ARE EXPRESSLY AGREEING TO BE BOUND BY THESE TERMS OF USE INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE BY HYPERLINK. BY USING THE SITE AND SERVICES OFFERED BY GEARSOURCE YOU HEREBY WAIVE ANY AND ALL CLAIMS CHALLENGING THE APPLICABILITY OR BINDING NATURE OF THE TERMS OF USE. THESE TERMS OF USE APPLY TO ALL USERS OF THE SITE, INCLUDING WITHOUT LIMITATION USERS WHO ARE BUYERS, SELLERS, MERCHANTS, CONTRIBUTORS OF CONTENT, INFORMATION AND OTHER MATERIALS OR SERVICES ON THE SITE. IF YOU DO NOT AGREE WITH THE TERMS OF USE, PLEASE DO NOT USE THE SITE.

WELCOME to the GearSource Holdings, LLC website(s) available at and under www.gearsource.com and/or other uniform resource locator(s) and the related or linked portals (including G-Suite®), 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 GearSource Holdings, LLC (“GearSource Holdings, LLC,” “we,” “us,” or “our”) or our designees.

This Terms of Use Agreement (this “Agreement”) sets forth the terms and conditions governing your use of GearSource.com and G-Suite® and your access to and use of our transaction facilitation services, our Intellectual Property Rights, and webpages, 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 (collectively with GearSource.com and G-Suite®, constitute the “Services”).”

We operate GearSource.com and provide the Services to provide an online forum for sellers (“Sellers”) to place advertisements (create a “Listing”) for the sale of equipment, and actual or potential customers (“Buyers”) to shop for and/or purchase equipment, and to communicate regarding efforts to engage in the purchase and sale of entertainment related equipment or items like audio, video, lighting and effects, rigging, trussing and staging, instruments and amplification, cables, cases, PD and other miscellaneous equipment of the type displayed or listed on GearSource.com (collectively, the “Equipment”).

“You” are the person and/or entity which is accessing this site and availing yourself/itself of the Services, or otherwise clicking on “I Accept” below. You are seeking to be a buyer (“Buyer”) or seller (“Seller”) of Equipment via GearSource.com or are otherwise seeking to visit GearSource.com and/or use the Services. “Buyer,” “Seller,” “You” or “Your” includes your employer or your business entity if you are an employee or business owner, or if your principal is you or an agent.

By accessing or using or availing yourself of GearSource.com or any of the Services, you accept and agree to be legally bound by this Agreement, as it may be amended or supplemented from time to time by us, 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, such as 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 and any rules 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, YOU ARE NOT AUTHORIZED TO ACCESS GEARSOURCE.COM OR THE SERVICES OR AVAIL YOURSELF OF OR USE GEARSOURCE.COM OR THE SERVICES IN ANY MANNER.

1. Agreement and Service Modification and Termination Policy

a. Agreement Modification Policy.

GearSource Holdings, LLC may and 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, policies, terms and conditions are deemed part of the Rules and 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 the 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.

GearSource Holdings, LLC may and 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.

GearSource Holdings, LLC may terminate your Services and/or access to GearSource.com immediately if GearSource Holdings, LLC believes that your conduct fails to conform with this Agreement. Without limiting our rights and/or your limitations under this Agreement, if you use, or attempt to use 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.

2. Buyer’s Code of Conduct

You agree to our Buyer’s Code of Conduct: It governs your activities as an actual or potential Buyer. 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 our Buyer’s Code of Conduct, you agree that:

a. Buyer has and will provide complete, truthful and non-misleading information to us during our “Registration” and/or our “Add 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 agrees to pay all taxes, shipping, insurance, duty and freight charges and handling fees, 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 is required to 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. GearSource Holdings, LLC does not guarantee shipments or delivery times and is not responsible for extra costs incurred by Buyer due to delays. Additional charges for taxes are separately identified as such on any Estimate and/or Purchase Order;

d. Shipping charges, insurance, handling fees and any other required taxes or service fees will be applied to orders after Buyer places an order for Equipment (Adds to Cart). Buyer will be notified within 2 business days of the extra fees 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 Fees, 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 GearSource Holdings, LLC’s fee schedule, all fees payable to GearSource Holdings, LLC are payable in U.S. Dollars. Buyers wishing to pay in non-US currency will be charged a currency conversion fee of 2.5%. Currency Conversion rates are locked in at point of payment by Buyer - GearSource Holdings LLC is not responsible for currency fluctuations after payment has been made. Buyer’s requirement to pay GearSource Holdings, LLC in U.S. Dollars applies notwithstanding the location;

f. ALL SALES ARE PREPAID BY BUYER. Once Buyer confirms Buyer’s agreement to the Order Price (plus any Handling Fees), Buyer must PREPAY the Order Price plus all Handling Fees (the “Total Due”) via a payment method approved on the gearsource.com Checkout Feature, and in accordance with our then current Rules. By making such prepayment, Buyer will be making timely pre-payment to the Seller (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 delivered) forward such prepayment of the Total Due to the Seller, less our fees, shipping fees, and taxes paid by Buyer);

g. GearSource Holdings, LLC accepts all major US and Canadian Credit Cards. Due to a significant increase in credit card chargebacks and fraud, the maximum amount accepted by credit card payment on gearsource.com is $5000, without further credit approval. For orders over $5,000, a wire transfer or alternate payment method may be required. If buyer is located somewhere other than US and Canada, Buyer must contact accounting@gearsource.com to verify acceptance of their Credit Card. GearSource Holdings, LLC reserves the right to further limit the amount that can be charged to a credit card;

h. GearSource Holdings, LLC accepts wire transfer, ACH and check as Alternate pre-payment methods for the Order Price, taxes and any Handling Fees. Buyer who elects to pay by wire, check or ACH will receive a 3% cash discount. If Buyer seeks to pre-pay by alternate method, and GearSource Holdings, LLC agrees to accept alternate method of pre-payment, Buyer agrees to be responsible for all fees and costs associated with using alternate pre-payment methods. Buyer must contact us to arrange for the alternate pre-payment at accounting@gearsource.com or at phone number +1 (561) 296-9555;

i. In addition, in the event GearSource Holdings, LLC designates a pre-payment method such as wire transfer, 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 pre-payment method to GearSource Holdings, LLC within the time period specified in such notice to Buyer. In the event Buyer fails to timely pay GearSource Holdings, LLC any monies due, GearSource Holdings, LLC 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 GearSource Holdings, LLC, 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 Seller 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 has complied with the Return Policies and returns the item to Seller, at Buyer's expense. GearSource Holdings, LLC may refund customer's payment should a Seller initially confirm they have the product, then after the customer has paid for the order and a PO is issued to the Seller, the Seller states they no longer have the product. Refunds can take up to 30 days, depending on whether the seller has already been prepaid. If an order is cancelled after shipping has been initiated, there will be a cancellation fee of 5% plus any additional shipping fees;

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, request a Return Authorization from GearSource to return that Equipment for a full refund within 48 business hours of receipt of the equipment, as long as the request is received by GearSource Customer Service in writing. All returned Equipment must be repacked in the original shipping boxes or cases and returned, at Buyer’s expense, to the location specified by us on the Return Authorization. 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 replacement is requested in accordance with our Return Policy, we or the Seller 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, for any reason under our Rules, Buyer will be refunded the charged amount, less any costs for returns or damages, after confirmation Seller is in receipt of the returned Equipment. Refunds can take up to 45 days to be processed and will be issued by the same payment method used for the purchase. Our refund policy is subject to change at any time without notice, via changes to these 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 Seller’s Equipment in the event that there is a mutual mistake between Buyer and Seller, or that we or Buyer are unable to verify that the Seller 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 and within 48 hours, in writing. Buyer is responsible to note on the drivers shipping documents of any visible damage or in the case of internal damage to the shipment packaging, Buyer must take pictures showing the damage to the item and the surrounding packaging or Buyer can be responsible for the damages as the insurance claim with the shipper will then be void if the damage is not noted or pictures not taken. 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 GearSource Holdings, LLC a $25 chargeback fee on all chargebacks, and an administrative service charge of $10 on all orders under $100;

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 Seller. Buyer agrees it is not entitled to, and will not attempt to, chargeback 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 GearSource Holdings, LLC'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 Sellers utilizing gearsource.com, or any of their Buyers or Sellers, Buyer fully and unconditionally releases, indemnifies, will defend and hold harmless GearSource, Holdings LLC (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/chargeback policies in this Agreement shall apply. In the event Buyer has a dispute/Claim with Seller, Buyer must, in good faith, seek to resolve that dispute/Claim with the Seller 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 Seller, Buyer will notify GearSource Holdings, LLC 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 GearSource Holdings, LLC’s customer service department may provide information to or facilitate information among Buyer and/or other buyers or Sellers in connection with such Claim, GearSource Holdings, LLC is not responsible for, and not liable to Buyer for, the outcome of any such Claim. GearSource Holdings, LLC’s dispute resolution procedures may, from time to time, require that all Claims of the nature identified in such dispute resolution procedures by GearSource Holdings, LLC be resolved by a decision rendered by GearSource Holdings, LLC’s customer service department;

t. Buyer will also not seek to obtain a chargeback or the like from any credit card or electronic funds processor without first exhausting good faith dispute resolution efforts with Seller, submitting its Claim in connection with such charge-back to GearSource Holdings, LLCs customer service department, providing GearSource Holdings, LLC’s customer service department written notice of the reasons for such desired chargeback or refund, and providing GearSource Holdings, LLC time to resolve such dispute, pursuant to the time period specified in GearSource Holdings, LLC’s customer service policies and procedures. Further, prior to initiating a chargeback with your credit card company, you must agree to comply with all requests to resolve the siutation by other measures, including:

i. call our customer service department at 1-866-669-GEAR and/or e-mail custserv@gearsource.com and obtain a return 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 Equipment in accordance with our and the Seller’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 chargeback is not issued, Buyer will pay to us an Additional Fee/fraudulent chargeback fee in the amount of $75 to compensate GearSource Holdings, LLC 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 GearSource Holdings, LLC and to Seller for any damages to Seller caused by such fraudulent or unwarranted charge-back. 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 Seller may list prices for Equipment at our or the Seller’s cash discount price, which may be up to 3% less than the price the Seller 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 Seller’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 Seller of the amount Buyer can or has agreed to pay, or otherwise engaging in any effort to defraud any Seller.

bb. Buyer acknowledges when utilizing the ‘Make Offer’ feature on the website, that if the credit card payment for the final sale is declined, after an offer is accepted with a hold put on the buyers credit card for the amount of the bid, a $35 administrative fee will be charged

3. Seller’s Code of Conduct

If you are a Seller of any item or Equipment or otherwise seek to be a Seller, you specifically agree to our Seller’s Code of Conduct contained in this section: It governs your activities as an actual or potential Seller. However, our Seller’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. Our Seller’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 our Seller’s Code of Conduct, Seller agrees that:

a. Seller has and will provide complete, truthful and non-misleading information to us during our “Registration” and/or our “Listing” process;

b. Seller will comply with all of the answers to our FAQs at www.gearsource.com;

c. Seller will comply with all of our listing policies and procedures we designate in the Rules from time to time;

d. Seller covenants that it is the lawful owner of all Equipment listed by GearSource Holdings, LLC on gearsource.com; that the Equipment is free from all encumbrances; that Seller has good right to sell the same and shall defend against the lawful claims and demands of persons whomsoever;

e. Seller will not engage in the offer or sale of any illegal, counterfeit, stolen or the like Equipment through gearsource.com and/or the Services;

f. By clicking on the Listing feature of gearsource.com (and clicking on “Agree” under the “Listing” feature), Seller indicates that Seller agrees to the User Terms and Conditions we impose for Listing of the Equipment for the offer or purchase of the Equipment, as well as the indicated Advertised Sales Price listed on gearsource.com;

g. Seller agrees to pay GearSource Holdings, LLC the then current fees designated on GearSource Holdings, LLC’s Seller fee payment schedule as compensation for GearSource Holdings, LLC listing Equipment via gearsource.com and otherwise providing Services to Seller. Seller is also responsible for paying any and all applicable governmental surcharges, taxes and the like associated with the purchase and sale of the Equipment (like state sales tax). Seller agrees to timely pay fees pursuant to the fee schedule via a valid payment method which may be designed by GearSource Holdings, LLC from time to time. GearSource Holdings, LLC may deduct all such fees from any pre-payment made by Buyer;

h. Unless otherwise stated in GearSource Holdings, LLC’s fee schedule, all fees payable to GearSource Holdings, LLC are payable in U.S. Dollars. Seller’s requirement to pay GearSource Holdings, LLC in U.S. Dollars applies, notwithstanding the location of any Seller or Buyer for the Equipment, or the location of the Equipment;

i. Seller will indemnify, defend and hold harmless GearSource Holdings, LLC, from any and all sales and use taxes or excise taxes of any kind or nature associated with the sale of the Equipment to Buyer;

j. Each time Seller lists an item via gearsource.com, Seller will have an opportunity to review and accept, via the Listing confirmation, the fee schedule charged to Seller, which may change from time to time. Changes to the fee schedule are effective upon GearSource Holdings, LLC providing Seller at least 48 hours notice, or by GearSource Holdings, LLC otherwise posting such changes to gearsource.com. GearSource Holdings, LLC may choose, in its sole discretion, to increase or decrease fees from time to time, provided GearSource Holdings, LLC provides the requisite notice to Seller;

k. Seller further agrees not to list, advertise or make available any Equipment for offer or sale with any other agent, reseller service, online Seller service, online marketplace or broker or the like while the item is advertised on a Listing on gearsource.com;

l. The Advertised Sales Price (“Advertised Sales Price”) that GearSource Holdings, LLC will list the Equipment for via any Listing shall be based upon GearSource Holdings, LLCs discretion. The Advertised Sales Price will be either the “Listing Price” or “Dealer Price” based on our then current criteria for obtaining a Listing at a Dealer Price or a Listing Price. However, the Advertised Sales Price will not be less than the amount designated by Seller in the “Listing Confirmation” as the minimum listing Advertised Sale Price (“MLP”). If no such MLP is listed in the Listing Confirmation, GearSource Holdings, LLC may list the Equipment at whatever price it chooses;

m. Seller agrees that gearsource.com and/or any Seller may list Advertised Sales Prices for Equipment at our or the Seller’s cash discount price, which may be up to 3% less than the price charged 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. Otherwise, the non-cash discount price will be indicated on the Purchase Order and will apply. We also reserve the right not to allow cash payment;

n. Seller agrees not to offer for sale or sell any piece of Equipment to any person, partnership, agent, independent contractor, production company or any other company or person or entity which/who is directly or indirectly, itself or through any agent, in the business of reselling any Equipment at a price below the Advertised Sales Price;

o. Seller will complete and acknowledge the Listing Confirmation for each item/Equipment listed and in doing so reaffirms its agreement to the Rules as well as the Advertised Sales Price and any MLP;

p. At times, GearSource Holdings, LLC will advise Seller, based upon GearSource Holdings, LLC's judgment and experience that the Advertised Sales Price has been set will be too low or high. In these circumstances, GearSource Holdings, LLC will notify Seller of its recommendation to modify the Advertised Sales Price for use upon mutual agreement by Seller. Seller will respond to such communication from GearSource Holdings, LLC within 24 hours;

q. Seller shall provide GearSource Holdings, LLC with a list of prices on all Equipment to be listed. In the event Seller wishes for GearSource Holdings, LLC to change any Advertised Sales Price in a Listing, Seller must do so by making such request via logging onto Seller’s administrative page at www.gearsource.com or such other page of gearsource.com as Seller may designate from time to time or by sending an e-mail to info@gearsource.com. Upon GearSource Holdings, LLC's approval of the price change request, new Advertised Sales Prices will be uploaded to gearsource.com to take effect within 48 hours;

r. Seller agrees that in the course of negotiation and finalization of the sale of any piece or pieces of Equipment, Seller agrees not to contact the potential Buyer directly for the purpose of offering for sale any piece or pieces of Equipment or any other item or Equipment. Any breach of this covenant shall entitle GearSource Holdings, LLC to the fee it otherwise would have received for the sale of the Equipment listed and any other Equipment or items sold to such Buyer, had Seller not breached this covenant and such item or Equipment being listed on gearsource.com if not previously listed;

s. 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 Buyer, we will cancel the order for that Equipment without liability to Seller;

t. Seller will, within 24 hours of our notification to Seller that we have a Buyer who is willing to purchase the Equipment listed, confirm our “Order Estimate” and is agreeing to be bound by the specific terms and conditions contained in it, including confirming its agreement to the Order Estimate Price. The Order Estimate Price is the agreed sales price of the Equipment plus any additional charges. This Order Estimate price will be indicated in the Order Confirmation or other communication we send to Buyers and you during or after the “Checkout” process;

u. SELLER ACKNOWLEDGES THAT ALL SALES ARE PREPAID BY BUYER. Once Seller confirms the Purchase Order Price (which includes any Additional Charges), Buyer will be required to PRE-PAY the Order Price, which includes all Additional Charges (the Total Due) via a payment method approved on the gearsource.com Checkout Feature, and in accordance to our then current Rules. By making such prepayment, Buyer will be making timely pre-payment to the Seller (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 prepayment of the Total Due to the Seller, less our fees, shipping fees, and taxes paid by Buyer). Seller agrees to be paid in the site-based currency (USD). Seller understands that currency conversion rates, if applicable, are locked in at point of prepayment by Buyer and GearSource Holdings, LLC is not responsible for currency fluctuations after prepayment has been made. Sellers requesting payment in a currency other than the site-based currency (USD) will be subject to a 2.5% conversion fee;

v. GearSource Holdings, LLC generally accepts credit card payment or wire transfer for the Order Price and any Additional Charges. If Buyer or Seller seek to pay by another method or GearSource Holdings, LLC agrees to accept another method of payment, Buyer and/or Seller must contact us to arrange for another prepayment option. Buyer and/or Seller must contact us for such prepayment option at phone number +1 (561) 296-9555. Seller agrees to accept any payment method approved by us;

w. In the event that GearSource Holdings, LLC approves utilization of PayPal or similar services, GearSource Holdings, LLC may deduct any amounts due (e.g., the Total Due or any portion thereof) from the PayPal or similar service balance maintained by Seller;

x. In the event GearSource Holdings, LLC designates a payment method such as electronic funds transfer, or credit card payment, Seller agrees to maintain such payment system in good standing throughout the term of this Agreement. If Seller ceases or cancels such bank account or credit card or we decide not to accept that credit card or payment type for any reason, Seller will provide an alternative acceptable payment or payment acceptance method to GearSource Holdings, LLC within the time period specified in such notice to Seller. In the event Seller fails to timely pay GearSource Holdings, LLC any monies due, GearSource Holdings, LLC 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 GearSource Holdings, LLC, and retaining collection agencies and legal counsel for accounts over 90 days past due;

y. Notwithstanding anything to the contrary in this Agreement, payment terms are typically net 30 after the customer receives and inspects the gear. The Seller may receive payment through GearSource Holdings, LLC up to 90 days following the date of completion of the sale of the Seller's Equipment: GearSource Holdings, LLC is not an escrow agent or trustee and is not required to pay interest during such time.

z. Buyer or Seller may, pursuant to our Rules, refuse to consummate the transaction to purchase the Seller’s Equipment in the event that there is a mutual mistake between Buyer and Seller, or that we or Buyer and/or Seller are unable to verify that the Seller and/or Buyer is able to fulfill its obligations under its agreement to purchase or sell the Equipment. Otherwise Buyer is only permitted to receive, and Seller must pay a refund, pursuant to our Return Policy and/or “Charge-Back Policy”;

aa. Upon receipt and confirmation of the Purchase Order of the sale of the Equipment, Seller will timely ship the Equipment to the Buyer;

bb. Prior to shipping, Seller will sufficiently prepare and package the Equipment for shipment. Any damage or loss due to insufficient packaging or preparation may result in a holdback of some or all of the Seller proceeds. Any freight claim denied due to insufficient packaging will become the responsibility of the Seller. Seller and GearSource Holdings, LLC hereby agree that all delivery costs shall be borne by the Buyer and/or Seller unless otherwise agreed between Seller and us. In no event shall any delivery costs be the responsibility of GearSource Holdings, LLC;

cc. Seller will deliver the Equipment to the Buyer in the condition represented to Buyer in connection with the Listings;

dd. Seller will act in good faith to resolve any disputes between Buyer and Seller and will indemnify, defend and hold gearsource.com harmless from any and all claims, controversies, causes of action or damages associated with the offer or sale of the Equipment;

ee. Seller will accept/provide refunds in accordance with the Rules for refunds. Upon receipt of the returned item by Buyer, Seller agrees to return all monies paid by GearSource Holdings, LLC to Seller within 3 business days;

ff. Seller 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 Seller’s Code of Conduct, will be published to Seller at the time of the latter of Seller’s Listing or sale 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: 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 our Return Policy and returns the Equipment to Seller, at Buyer's expense. We allow any Buyer to, if such purchase of the Equipment is according to our Rules not Accepted by Buyer, request a full refund within 48 business hours (2 business days) of their receipt of that Equipment. Our Refund Policy requires the Buyer to notify GearSource within 48 business hours of Buyer’s receipt of the Equipment that Buyer 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 GearSource 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 Seller 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 from Seller within 30 days after Seller’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;

gg. Without limiting our Return Policy, if Seller has a dispute, claim, or controversy of any kind or nature with one or more other Sellers utilizing gearsource.com or any of their Buyers, Seller fully and unconditionally releases, indemnifies, will defend, and hold harmless GearSource Holdings, LLC (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 Seller is a California resident or corporation, or other entity, Seller 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”;

hh. Seller will comply with all of our Rules for addressing and dealing with chargebacks. We may change or amend our ChargeBack Policies and procedures at any time. While we work cooperatively with Sellers to investigate and in some instances challenge/dispute charge-backs, we are not responsible for obtaining/disputing any charge-back commenced by any Buyer or Seller;

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

jj. Our “ChargeBack Policy” is as follows: in order for a Seller to obtain GearSource Holdings, LLC’s assistance in disputing a “charge-back” to any credit card or the like, Seller must provide GearSource Holdings, LLC appropriate evidence of the reason the charge-back should be denied. Seller may do so by emailing our customer service department at info@gearsource.com or call our customer service department. In order for any Seller to dispute a charge-back, it must do so within 10 calendar days of being notified by us of the attempted charge-back. Seller must provide information to us in order to evaluate the sought denial of the chargeback and communicate that information to the credit card company. This information includes:

i. proof of delivery, such as online tracking numbers,

ii. copies of the original item description and any photos,

iii. proof that the Buyer was already refunded,

iv. proof that the Buyer was provided a replacement product,

v. correspondence between Seller and Buyer regarding the Equipment,

vi. any other agreements signed or accepted by Buyer and/or Seller at the time of purchase of the Equipment, and

vii. any other return terms or policies that were communicated to Buyer at the time of purchase.

We reserve the right not to dispute a chargeback, even if Seller has provided evidence to us for reasons including, without limitation, if we believe the dispute is unlikely to be successful or unwarranted. Seller will pay to GearSource Holdings, LLC an administrative fee of $25 for all charge-backs, regardless of the outcome;

kk. Seller will also not seek to challenge a chargeback or the like from any credit card or electronic funds processor without first exhausting good faith dispute resolution efforts with Buyer, submitting its Claim in connection such charge-back to GearSource Holdings, LLC’s customer service department, providing GearSource Holdings, LLC’s customer service department written notice of the reasons for denial of such desired chargeback or refund, and providing GearSource Holdings, LLC time to resolve such dispute, pursuant to the time period specified in GearSource Holdings, LLC’s customer service policies and procedures. Further, prior to initiating a challenge to 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 or be notified of the applicable chargeback/returned item authorization number (“RMA”); and

ii. provide a written reason for challenging the return of the Equipment and the RMA number to our customer service department.

ll. If, for any reason, Seller seeks to challenge a charge-back from its credit card company or other electronic funds payment provider and such chargeback is issued (the challenge is denied), Seller will pay to us an Additional Fee/fraudulent chargeback challenge fee in the amount of $75 to compensate GearSource Holdings, LLC 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. Seller is also responsible to GearSource Holdings, LLC and to Buyer for any damages to us or Buyer caused by such fraudulent or unwarranted challenge to the charge-back. Seller agrees that it will not seek to challenge Buyer’s efforts to obtain a charge-back from its credit card company or other electronic funds payment provider if Buyer has not used the Equipment and Seller has failed to comply with our Return Policies.

4. Warranty and Title Policy

a. Equipment and Information Warranty Representations. GearSource Holdings, LLC does not provide warranties on the Equipment purchased by Buyers, but we will require the Seller to pass along to the Buyer any applicable Seller’s or manufacturer’s warranty. As part of our Rules for Sellers, Seller (not GearSource Holdings, LLC.) will, unless specified on gearsource.com or a Purchase Order, warranty to the Buyer that the Equipment being sold is free from defects of material and workmanship for a period of 48 hours after delivery to the customer. And, Seller (not GearSource Holdings, LLC) will and hereby expressly warrants and represents to Buyer that the Equipment to be delivered is the exact Equipment being advertised by Seller on gearsource.com and shall be in as good of working order as advertised. But, gearsource.com is not responsible to Buyer if any Seller or manufacturer refuses to honor any Seller or manufacturer warranty or fails to pass it along to a Buyer. Also, GearSource Holdings, LLC 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 GearSource Holdings, LLC personnel or those of the Seller. In all such cases, you will indemnify and defend us in connection with all such Claims.

b. No Equipment Warranty. If there will be no additional warranty provided by the Seller or manufacturer, it will be indicated by Seller clicking "no warranty," or specified on the purchase or information pages of gearsource.com indicating that such Equipment comes with no warranty. GearSource Holdings, LLC requires all sellers to warranty listings for a minimum of 48 hours from receipt by the buyer. To the extent legally permitted, GearSource Holdings, LLC excludes any and all implied warranties, terms and conditions. GearSource Holdings, LLC 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 Seller or Buyer. However, it is the intent of the parties that they will apply to Seller to the furthest extent permitted by law and/or contract.

c. No Ownership of Equipment by GearSource, Holdings LLC. While GearSource Holdings, LLC may receive, as a convenience for the parties, pre-payment by Buyer from the transaction and remit amounts due to Seller (less applicable fees), GearSource Holdings, LLC does not transfer legal ownership of items from any seller to any buyer (i.e., from Seller to Buyer), does not purchase the item from Seller (does not purchase and re-sell the Equipment), does not take any item on consignment, is not an auction site, 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 you expressly agree otherwise, and GearSource Holdings, LLC agrees to the same.

d. Limitation of Liability. GearSource Holdings, LLC does not accept any responsibility for or hold itself out as offering such activities. You will not hold GearSource Holdings, LLC 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 GearSource Holdings, LLC’s destruction of, or refusal to offer or sell any allegedly fake, counterfeit, or illegal items. You acknowledge that because GearSource Holdings, LLC is not an auctioneer or Seller’s or Buyer’s (or your) agent, GearSource Holdings, LLC has no fiduciary duty to any Seller or Buyer and is not responsible for obtaining for you or any Seller 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 GearSource Holdings, LLC, merely serves as a venue to allow Sellers to offer and sell, as well as to facilitate Sellers’ offer and sale of the Equipment. To the extent that any GearSource Holdings, LLC personnel or GearSource Holdings, LLC 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 Seller and Buyer and not as the Seller’s or Buyer’s agent. While GearSource Holdings, LLC may help facilitate the offer and sale of the Equipment and/or may help to facilitate resolutions of disputes among Seller and Buyers, it has no control over the terms offered by Sellers or Buyers 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.

e. YOUR USE OF 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 OR THE SERVICES 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 OR THE SERVICES 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.

f. Limitation of Liability. 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 OR THE SERVICES, 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, THE SERVICES 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 THE 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.

g. 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.

5. 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 gearsource.com solely for your own use and that you shall not duplicate, download, publish, modify or otherwise distribute any material on gearsource.com for any purpose other than for your own individual use unless otherwise specifically authorized by us. GearSource Holdings, LLC may post “Legal Notices” and various credits on pages of gearsource.com, which may not be removed even in your permitted copy. 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.

b. Deep Links. You shall not “deep-link” to gearsource.com, 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 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 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” 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 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 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 the Services. You agree NOT to use gearsource.com and/or 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 any Clinic Franchise Agreement between any GearSource Holdings, LLC Business 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 certain gearsource.com and websites operated by our affiliates for purpose of contracting with us or GearSource Holdings, LLC 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 content 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 is 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. Your 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.

6. Intellectual Property Policy

a. Do Not Violate Our or Third Party Intellectual Property Rights. Without waiving or limiting 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 gearsource.com 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 gearsource.com, including without limitation, any variation of the terms or phrases “GEARSOURCE” (wordmark) "GEARSOURCE" (word and design), G-SUITE and GSiQ (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, button icons, images, audio clips, and software, copyrights, patents and other Intellectual Property Rights included in the Services or 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 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 laws, 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.

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 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 email 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, 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. 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, 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.

7. Account Password Policy

If the Services require that you become a registered user of the Services or to access gearsource.com, 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 we or they have any responsibility whatsoever for your failure to comply with this Section.

8. 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.

9. Miscellaneous Terms

a. Merger Clause. Subject to the terms of this Agreement and our other operating 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 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. 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 to be available 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 ACCESS GEARSOURCE.COM OR USE THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS GEARSOURCE.COM.

d. Choice of Law and Forum. The Services are controlled by us from within the State of Florida, USA, although it 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, employees, 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) 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 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 agreements shall be superseded by this Agreement unless such other terms expressly state that they modify this Agreement and specifically reference 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 info@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.

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