Seller & Buyer Terms and Conditions

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

WELCOME to the Gear-Source, Inc website(s) available at and under www.Gear-Source.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, the “GearSource.com™ Websites”) – developed, hosted, maintained or operated by Gear-Source, Inc. (“we,” “us,” or “our”) or our designees.

This Terms of Use Agreement (this “Agreement”) sets forth the terms and conditions governing your use of the GearSource® Websites 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 the GearSource® Websites (which, collectively with the GearSource® Websites, constitute the “Services”).”

We operate the GearSource® Websites and provide the Services to provide an online forum for Buyers and sellers to list Equipment for sale, purchase Equipment, communicate 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 the Gear Source® Websites (collectively, the “Equipment”). You are seeking to be a Buyer (“Buyer”) or seller (“Vendor”) of Equipment via the GearSource® Websites, are otherwise seeking to visit the Gear Source® Websites and/or use the Services.

“You” are the person and/or entity, which is a accessing this site and availing itself of the Services, or otherwise clicking on “I Accept” below. “Buyer,” “Vendor,” “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 the GearSource® Websites 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 (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 the GearSource® Websites. 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 the GearSource® Websites and the services constitute the “Rules”. You agree to be bound by all of the Rules as well.

The purpose of this Agreement is for a Vendor to advertise (create a “Listing” for) Equipment for sale via the GearSource® Website, and for Buyers to be able to use the GearSource® Website to purchase Equipment. We provide the Services to communicate with potential Buyers for the Equipment, communicate offers to buy and sell between the Buyers and Vendor, and inform them if they have reached an agreed price for the Equipment. Once a price and terms have been agreed upon between Buyer and Vendor, the Buyer pre pays the purchase price, transmits those monies to us, and we transmit the payment, less our fees, to Vendor once the requirements for payment and delivery have been met.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE GearSOURCE® WEBSITES OR AVAIL YOURSELF OF OR USE THE GearSOURCE® WEBSITES OR SERVICES IN ANY MANNER.

1. Agreement and Service Modification and Termination Policy.

a. Agreement Modification Policy. Buyers and Vendors agree that: Gear-Source 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 the GearSource® Website 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 the GearSource® Websites, which may be given by any means we designate, including by our posting to the GearSource® Websites. Your continued use of or availing yourself of any of the GearSource® Websites 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 reserves the right, at any time and from time-to-time, to modify or discontinue, temporarily or permanently, the GearSource® Websites 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 any GearSource® Websites or the Services. We may refuse or restrict anyone from access to any or all of the GearSource® Websites or the Services at any time.

c. Termination Policy. We may and will terminate your Services and/or access to the GearSource® Website immediately, if we believe that your conduct fails to conform with this Agreement. Without limiting our rights and your limitations under this Agreement, 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.

2. Buyers Code of Conduct. If you are a Buyer of any item or Equipment or otherwise seek to be a Buyer, you specifically agree to the Buyer’s Code of Conduct contained in this Section 2. 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. Buyer agrees that:

a. Upon communication from us, Buyer will indicate if you agree to the Final Purchase Price of the Equipment you seek to purchase via the Order Confirmation process in our checkout feature;

b. You will make timely payment to the Vendor via our payment procedures posted in the “Checkout” portion of the Gear Source® Websites. ALL SALES ARE PREPAID BY BUYER. Buyer must prepay for all Equipment purchased. Buyer must prepay for all such Equipment via our then current Rules. In most cases, our then current Rules will require Buyer to prepay by credit card, wire transfer or ACH online checking. If Buyer seeks to pay by another method, or Gear-Source 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;

c. Buyer will not post any inappropriate content on the GearSource® Websites or use or seek to use any of the Services or the GearSource® Websites for any unlawful purpose;

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

e. Buyer will not use our GearSource® Websites or 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 the GearSource® Websites or any of the Services;

f. 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. However, 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;

g. Buyer will not 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 the GearSource® Websites or via the Services;

h. In the event Buyer has a dispute with Vendor, Buyer must, in good faith, seek to resolve that dispute with the Vendor and/or indemnify, defend and hold us harmless in connection with any and all such disputes;

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

j. In the event Gear-Source 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 Vendor ceases or cancels such bank account or credit card, Buyer must provide an alternative acceptable payment method to Gear-Source prior to doing so. In the event Buyer fails to timely pay Gear-Source any monies due, Gear-Source 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, and retaining collection agencies and legal counsel for accounts over 90 days past due.

k. In the event that Gear-Source approves utilization of PayPal or similar services, Gear-Source may deduct any amounts due from the PayPal or similar service balance maintained by Buyer.

l. Gear-Source will retain as compensation from Vendor ten percent (10%) of the Final Sales Price (“FSP”) upon finalization of the sale and upon Gear-Source's receipt of confirmation of acceptance of all conditions by Buyer. If any piece of equipment is not accepted by Buyer, then Buyer's will have the right to receive a full refund, less shipping costs, provided Buyer returns the item to Vendor, at Buyer's expense, within 14 days of original shipment.

m. Buyer must pay Gear-Source a $25 charge-back fee on all charge-backs;

n. Buyer must pay Gear-Source a $10 service charge on all orders under $10;

o. In the event that any payment or check is returned for insufficient funds, Buyer must pay us a returned check charge in the amount of $50 per returned check. Any checks or other payment returned for a “stop payment” are subject to a $35 administrative finance charge, plus a 10% service fee (based on the Advertised Sale Price of the Equipment);

p. Buyer must pay all shipping and handling charges imposed by Gear-Source and/or Vendor. Shipping and handling charges will be identified for you prior to your agreeing to pre-purchase the Equipment;

q. Buyer must pay us an additional 3% processing fee for all credit card purchases;

r. Buyer must pay us a 3% fee for all invoices which become more than 10 days past due;

s. Buyer must follow through/consummate any purchases accepted by you and any Vendor;

t. Buyer must pay all shipping, insurance, duty and freight handling charges which may not be included in the Final Purchase Price. In all cases, you 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. 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. We do not accept any return of goods damaged during shipping, or any other goods sold as-is. You also agree 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 you; and

u. Buyer must comply with all of our Rules in connection with our return policies. Our then current return policy will be published to you at the time of your acceptance of any purchase of any Equipment. Unless otherwise modified at such time of your acceptance of the purchase, our return policy is as follows:

v. We allow any Buyer to return any item for a full refund within 2 business days of their receipt of the original item. A 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 items must be repacked in their original shipping boxes or cases, and returned to the location specified by us on the purchase order. All returned shipping costs are the responsibility of the Buyer and any damage by Buyer or use of the item/Equipment purchased will result in the item or Equipment being unable to be returned and the full purchase price will become the responsibility of the Buyer. Our refund policy may be changed at any time via changes to the Rules.

w. If Buyer has a dispute, claim, or controversy of any kind or nature with one or more other Buyers utilizing the GearSource® Website, or any of their Buyers, Buyer fully and unconditionally releases, indemnifies, will defend and holds harmless Gear-Source (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”;

3. Vendor’s Code of Conduct. If you are a Vendor of any item or Equipment or otherwise seek to be a Vendor, you specifically agree to the Vendor’s Code of Conduct contained in this section. However, the Vendor’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 Vendor’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. Vendor agrees that:

a. Vendor will comply with all of the answers to our FAQs;

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

c. Vendor will complete and acknowledge the Listing Confirmation for each item/Equipment listed and in doing so reaffirms its agreement to the Rules;

d. Vendor agrees to respond within 24 hours of our notification to Vendor that we have a Buyer who is willing to purchase the Equipment listed;

e. The advertised sales price (“Advertised Sales Price”) that Gear-Source will list the Equipment for via any Listing shall be based upon Gear-Source’s discretion. However, the Advertised Sales Price will not be less than the amount designated by Vendor in the “Listing Confirmation” as the minimum listing Advertised Sale Price (“MLP”). If no such MLP is listed in the Listing Confirmation, Gear-Source may list the Equipment at whatever price it chooses;

f. At times, Gear-Source will advise Vendor, based upon Gear-Source's judgment and experience that the MLP has set will be too low or high. In these circumstances, Gear-Source will notify Vendor of its recommendation to modify the Advertised Sales Price for use upon mutual agreement by Vendor. Vendor will respond to such communication from Gear-Source within 3 days;

g. Vendor shall provide Gear-Source with a list of prices on all Equipment. In the event Vendor wishes to change any price, Vendor must do so by logging onto Vendor's administrative page at www.Gearsource.com or such other page of the GearSource® Website as Vendor may designate from time to time. Upon Gear-Source's approval, new prices will be uploaded to the GearSource® Website to take effect within 48 hours;

h. Vendor agrees that in the course of negotiation and finalization of the sale of any piece or pieces of Equipment, Vendor 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 Gear-Source 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 Vendor not breached this covenant and such item or Equipment being listed on the GearSource® Website if not previously listed;

i. Vendor will acknowledge its acceptance of the sales terms via Gear-Source’s online sales confirmation process. Once either Buyer or Vendor have indicated their agreement to the terms of the final sales price of the item (“FSP”) and delivery of the Equipment, this Agreement is final;

j. Vendor will execute our “Sale Confirmation Notice” agreeing to be bound by the specific terms and conditions contained in it;

k. Upon receipt of the Sale Confirmation Notice of the sale of the Equipment, Vendor will timely ship the Equipment to the Buyer;

l. Prior to shipping, Vendor will sufficiently prep and package the item(s) for shipment. Any damage or loss due to insufficient packaging or preparation may result in a holdback of some or all of the Vendor proceeds. Any freight claim denied due to insufficient packaging will become the responsibility of the Vendor. Vendor and Gear-Source hereby agree that all delivery costs shall be borne by the Buyer unless otherwise agreed between Vendor and Buyer. In no event shall any delivery costs be the responsibility of Gear-Source;

m. Vendor will deliver the Equipment to the Buyer in the condition represented to Buyer in connection with the Listings;

n. Vendor agrees to pay Gear-Source the then current fees designated on Gear-Source’s Vendor fee payment schedule as compensation for Gear-Source listing Equipment via the GearSource® Website and otherwise providing Transaction Services to Vendor. Vendor 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 Florida and Washington sales tax). Vendor agrees to timely pay fees pursuant to the fee schedule via a valid payment method which may be designed by Gear-Source from time to time. Gear-Source may deduct all such fees from any pre-payment made by Buyer;

o. Each time Vendor lists an item via the GearSource® Website, Vendor will have an opportunity to review and accept, via the Listing confirmation, the fee schedule charged to Vendor, which may change from time to time. Changes to the fee schedule are effective upon Gear-Source providing Vendor at least 14 days notice, or by Gear-Source otherwise posting such changes to the GearSource® Website. Gear-Source may choose, in its sole discretion, to increase or decrease fees from time to time, provided Gear-Source provides the requisite notice to Vendor;

p. Vendor will not engage in the offer or sale of any illegal, counterfeit, stolen or the like Equipment through the GearSource® Websites and/or the Services;

q. Vendor will indemnify, defend and hold harmless Gear-Source, Inc. 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;

r. Vendor will act in good faith to resolve any disputes between Buyer and Vendor and will indemnify, defend and hold GearSource® Websites harmless from any and all claims, controversies, causes of action or damages associated with the offer or sale of the Equipment;

s. Vendor will accept refunds in accordance with the Rules for refunds. Upon receipt of the returned item by Vendor, Vendor agrees to return all monies paid by Gear-Source to Vendor within 3 business days;

t. If Vendor has a dispute, claim, or controversy of any kind or nature with one or more other vendors utilizing the GearSource® Website, or any of their Buyers, Vendor fully and unconditionally releases, indemnifies, will defend, and hold harmless Gear-Source (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 Vendor is a California resident or corporation, or other entity, Vendor 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”;

u. Vendor does agree 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 Gear-Source's dealer’s advertised sale price;

v. Vendor further agrees not to list, advertise or make available any Equipment for offer or sale with any other agent, re-seller service, online vendor service, online marketplace or broker or the like while the item is advertised on a Listing on the GearSource® Website; and

w. Vendor covenants that it is the lawful owner of all Equipment listed by Gear-Source on the GearSource® Website; that the Equipment is free from all encumbrances; that Vendor has good right to sell the same and shall defend against the lawful claims and demands of persons whomsoever.

4. Warranty and Title Policy:

a. Equipment Warranty. Vendor (not Gear-Source) shall warranty to Buyer that the equipment being sold is free from defects of material and workmanship for a period of ninety (90) days. Vendor will and hereby expressly warrants and represents to Buyer that the Equipment to be delivered is the exact equipment being advertised by Vendor on Gear-Source's website and shall be in good working order.

b. No Equipment Warranty. Unless otherwise specified by Vendor clicking "no warranty", then Vendor agrees that the Equipment shall be delivered to Buyer free from defects of material and workmanship and shall perform to the specifications provided to Vendor and listed on Gear-Source's website. To the extent legally permitted, Gear-Source excludes any and all implied warranties, terms and conditions. Gear-Source 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 the GearSource® Website, 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. 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. While Gear-Source may receive, as a convenience for the parties, pre-payment by Buyer from the transaction and remit amounts due to Vendor (less applicable fees), Gear-Source does not transfer legal ownership of items from any seller to any buyer (i.e., from Vendor to Buyer), does not purchase the item from Vendor, 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 agrees to the same.

d. Limitation of Liability. You agree that: Gear-Source is a listing and sales facilitation service only. Gear-Source does not purchase the Equipment and re-sell the Equipment; Gear-Source is not an auction site; Gear-Source does not engage in consignment of goods; and no bailment of any kind is created in any way in connection with the Equipment. Accordingly, Gear-Source does not accept any responsibility for or hold itself out as offering such activities. Vendor and Buyer will not hold Gear-Source responsible for any other GearSource® Website users’ content, actions, inactions, or any items or services of any kind or nature that they List or purchase via the GearSource® Website, or Gear-Source’s destruction of, or refusal to offer or sell any allegedly fake, counterfeit, or illegal items. Vendor acknowledges that because Gear-Source is not an auctioneer or Vendor’s or Buyer’s agent, Gear-Source 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 the GearSource® Website. Instead, the GearSource® Website, and all services associated with it provided by Gear-Source, serves as a venue to allow Vendor to offer and sell, as well as to facilitate Vendor’s offer and sale of the Equipment. To the extent that any Gear-Source personnel, or Gear-Source 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 not as the Vendor’s agent. While Gear-Source 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 the GearSource® Website, 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. YOU USE THE SERVICES AND THE GearSOURCE® WEBSITES IS AT YOUR SOLE RISK. THE SERVICES AND THE GearSOURCE® WEBSITES 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 THE Gear SOURCE® WEBSITES 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 THE GearSOURCE® WEBSITES 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 THE Gear SOURCE® WEBSITES, 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 THE GearSOURCE® WEBSITES 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 THE GearSOURCE® WEBSITES OR SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE GearSOURCE® WEBSITES. 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 the GearSource® Websites 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 this GearSource® Website solely for your own use and that you shall not duplicate, download, publish, modify or otherwise distribute any material on this GearSource® Website for any purpose other than for your own individual use unless otherwise specifically authorized by us. Gear-Source may post “Legal Notices” and various credits on pages of the GearSource® Websites, which may not be removed even in your permitted copy. Your use of the GearSource® Websites 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 this GearSource® Website, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the GearSource® Websites 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 the GearSource® Websites for any reason, you must contact us at www.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” THE GearSOURCE® WEBSITES OR ANY OF THE PAGES OF THE GearSOURCE® WEBSITES 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 the Gear Source® Websites, 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 the GearSource® Websites, 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 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 Gear-Source 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 the GearSource® Websites, we may provide you access certain GearSource® Websites and websites operated by our affiliates for purpose of contracting with us or Gear-Source Business 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 the GearSource® Websites. In addition, you understand that certain Services on the GearSource® Websites 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 the GearSource® Websites, 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 the GearSource® Websites is accurate, appropriate to you, and/or inoffensive.

g. Compliance with Laws. You may use the Services and the GearSource® Websites only for lawful purposes. The Services and use of the GearSource® Websites 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.

6. 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® Website you agree not to, use the Services or an GearSource® 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 if identifying products or services displayed on any of the Gear Source® Websites, 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 the GearSource® Websites including, without limitation, the Marks, button icons, images, audio clips, and software, copyrights, patents and other Intellectual Property Rights included in the Services or an Gear Source® Website, 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 the GearSource® Websites is our exclusive property and is protected by U.S. and international copyright laws. All software used on the GearSource® Websites 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 the GearSource® Websites, 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 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. Without our prior written consent, you will not submit or maintain any information submitted to search engines which incorporate any content from the GearSource® Websites, 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 any Gear Source® 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.

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 the GearSource® Websites, 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 the GearSource® Websites. 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 the GearSource® Websites 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 ACCESS THE GearSOURCE® WEBSITES OR USE THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE GearSOURCE® WEBSITES.

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, 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 the GearSource® Websites, or any other activities of yours accomplished using the Services or the GearSource® Websites.

f. Order of Precedence. This Agreement governs your use of the GearSource® Websites 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 the GearSource® Website, 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 THIS GearSOURCE® WEBSITE. 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 THE Gear SOURCE® WEBSITE 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].