Terms & Conditions

TERMS OF USE AGREEMENT

THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE WWW.GEARSOURCE.COM MARKETPLACE PLATFORM AND OUR SERVICES.

PLEASE READ THESE TERMS OF USE AND ANY HYPERLINKED POLICIES (COLLECTIVELY THE “AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE MARKETPLACE AND SERVICES OFFERED BY GEARSOURCE HOLDINGS, LLC. (“GEARSOURCE”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE MARKETPLACE AT GEARSOURCE.COM®, (HEREINAFTER COLLECTIVELY REFERRED TO IN THE SINGULAR AS THE “MARKETPLACE”) AND ALL SERVICES PROVIDED BY GEARSOURCE ON THE MARKETPLACE (THE “SERVICES”). BY USING THE MARKETPLACE AND SERVICES OFFERED BY GEARSOURCE, INCLUDING BUT NOT LIMITED TO BROWSING THE MARKETPLACE, 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 MARKETPLACE 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 MARKETPLACE, INCLUDING WITHOUT LIMITATION USERS WHO ARE BUYERS, SELLERS, MERCHANTS, CONTRIBUTORS OF CONTENT, INFORMATION AND OTHER MATERIALS OR SERVICES ON THE MARKETPLACE. IF YOU DO NOT AGREE WITH THE TERMS OF USE, PLEASE DO NOT USE THE MARKETPLACE.

WELCOME to the GearSource Holdings, LLC owned and operated Marketplace available at and under www.gearsource.com and/or other uniform resource locator(s) and the related or linked portals, information management systems, intranets, Apps, 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 your access to and use of our financial 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®, GearMoves®, GearShare® and G-Suite®, constitute the “Marketplace Services”).”

We operate GearSource.com® and provide the Marketplace Services to provide an online Marketplace 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 Marketplace and availing yourself/itself of the Marketplace Services, or otherwise agreeing to honor the Terms of this agreement. 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 Marketplace Marketplace 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.

GearSource.com® Marketplace is a merchant of record (MoR) — the legal entity selling goods or services to the end customer. The MoR is responsible for facilitating all payments and legal liabilities of each transaction. This includes: Arranging payment reconciliation, refunds, and chargebacks. By accessing or using or availing yourself of GearSource.com® or any of the Marketplace 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 Marketplace Services that may be approved by us and published by us on GearSource.com®. All these rules and policies, such as our Help and Frequently Asked questions (“FAQs”) and our sale and purchase policies and rules in our price database 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 Marketplace 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 Marketplace 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 Marketplace 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 Marketplace 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 Marketplace Services. We may refuse or restrict anyone from access to any or all of GearSource.com® or the Marketplace Services at any time.

c. Termination Policy. GearSource Holdings, LLC may terminate your Marketplace 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 Marketplace 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 Marketplace Services), you may also be subject to civil and criminal liability.

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 “Pay Now” under the “Check-out”), Buyer indicates that Buyer agrees to purchase the Equipment so indicated at the purchase price listed on gearsource.com (“Order Price”) or the offer price agreed to. This Order price will be indicated in the Order Confirmation or other communication sent to you during the “Checkout” process;

c. Buyer agrees to pay all shipping charges, sales taxes, insurance and duty. Such taxes, if any, will be calculated and added to the Buyer’s order detail and can be found by logging in to their Account Center on GearSource.com®. GearSource is not the owner of the items being sold and is therefore not responsible for, nor do we guarantee shipments or delivery times. GearSource is not responsible for extra costs incurred by the buyer due to changes to documentation or shipping/import delays. Buyer agrees that if they choose to pick-up their order from the seller, if the seller agrees, or to make arrangements for their own carrier to pick up, that Buyer is accepting delivery of the item(s) at the point of pick-up (the seller’s location), is responsible for paying any taxes applicable to that location and responsible for insuring the shipment. Buyer understands that any freight damage or loss during transport is Buyer’s responsibility;

d. Additional charges for order or document changes, all applicable taxes and/or duties, which are based on the location at which the Buyer takes possession of the order, may be identified as such on any Estimate and/or Order or by separate invoice. Buyer is responsible for handling, and paying all fees associated with, the import/duty requirements for shipments crossing a border. Changes to order delivery addresses, names and values will affect the shipping cost and will incur additional fees. Delays in the order completion and final payment may also result in changes to the shipping costs or order cancellation. Buyer is responsible for all fees and additional costs;

• The United States has now enacted Marketplace Facilitator Tax laws that require online marketplaces, such as GearSource.com® to collect and remit sales tax required by the State in which the Buyer takes possession of the order (i.e. in the case of Buyer pick-up) or the State the order is shipping into;

• All buyers located in the US may be subject to the Marketplace tax, specifically if you are located in a registered state. Any buyer who qualifies as tax-exempt, or if the item being purchased is tax-exempt in your state, will need to submit a resale-certificate to GearSource Taxes prior to order placement, otherwise taxes will be applied. GearSource has the legal responsibility to ensure taxes are calculated, collected and remitted to the appropriate state when applicable;

e. Shipping charges, insurance and any other required country, state or provincial taxes will be applied to orders when the Buyer places an order (Adds to Cart). If specialized or custom shipping is needed that requires the GearSource team to intervene, Buyer will be notified within 3 business days of the total cost of the order including all the shipping and taxes and will be required to pay in full within 48 hours or the order will cancel. IMPORTANT: due to the fluctuating cost of shipping and higher demands on carriers, shipping quotes and timelines cannot be guaranteed for more than 48 hours. Buyers are responsible for all additional costs associated with Shipping;

f. Buyers have the option of paying for their orders by credit card, in whatever currency is applicable to your location, however, payment settlement is in US dollars, unless otherwise stated on GearSource.com. A 3% processing fee is charged on all credit card payments at time of check out. More information is available on GearSource.com® in the Help/FAQs or the Payments and Security pages, which can be found in the footer section of GearSource.com®. GearSource reserves the right to restrict the amount permitted to be charged to a credit card;

g. ALL SALES ARE PREPAID BY BUYER. As soon as an order is submitted, a payment is required to secure the order and proceed to shipping. Once the Final Order Price (which includes all taxes and shipping Fees) is confirmed, the Buyer must pay the balance, including all shipping and taxes via the payment method selected in the GearSource.com® Checkout, and in accordance with our then current Rules. By making such prepayment, Buyer will be ensuring timely booking of shipments and payout to the Seller via our GearSource Payments procedures;

h. GearSource Holdings, LLC accepts all Bank Transfers, ACH payments and most major Credit Cards;

i. In addition, in the event GearSource Holdings, LLC designates a pre-payment method such as, electronic funds transfer, or credit card payment, Buyer agrees to maintain such payment system in good standing throughout the term of this Agreement. If Buyer ceases or cancels such bank account or credit card or we decide not to accept that credit card or payment type for any reason, Buyer will provide an alternative acceptable pre-payment method to GearSource Holdings, LLC within the time period specified in such notice to Buyer;

j. In the event Buyer fails to timely pay GearSource Holdings, LLC any monies due, the applicable order(s) will be canceled and the items released for sale. Orders will not proceed to shipment without full payment in advance;

k. Buyer understands that, despite PRE-PAYMENT by Buyer, the purchase and sale of Equipment is not final until the purchase and sale has been “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, the Buyer may have the right to file a claim and receive a partial or full refund, less shipping and payment/refund costs, provided Buyer has complied with the GearSource Return Policies and has returned the item to the Seller (generally at buyer’s expense unless other arrangements are agreed to) in the same condition and packaging items were received. Refunds and/or replacements are not released until all original goods have been returned to the Seller. 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, the Seller states they no longer have the product. Refunds take 30 days or longer to be processed and are dependant on the seller agreeing to the refund, the amounts requested and the funds being returned to the Seller's GearSource Wallet. Additional bank or transfer fees are Buyer's responsibility.

NOTE: If an order is canceled/returned after order-processing and payment is already completed but prior to shipping being booked, there will be a cancellation fee of minimum 5% of the order total, which will be deducted from the refund amount; if an order is canceled/returned after shipping has already been booked, is in-transit or has been delivered, there will be additional shipping/handling costs assessed by the carrier and the Seller's restocking fees. Buyer is responsible for all additional fees that may be charged in relation to a return/refund. Fees are subject to change without prior notification or posting here.

l. Buyer must comply with all of our Rules in connection with our “Return Policy.” The Return Policy will be published to you at the time of your acceptance of any purchase of any Equipment or otherwise is posted on gearsource.com at the time of purchase. The entire claim/return policy can be found in the footer section on GearSource.com®;

• If an agreement can not be reached between Buyer and Seller within 5 business days of the claim being filed, the GearSource Claims Team will be engaged to mediate the situation and come to a reasonable solution. The Claims Team can be contacted at [email protected].

• Refunds take a minimum of 30 days to be processed, after approval has been granted for the return and the item has been received by the seller, and will be issued by the same payment method used for the purchase.

• If the Buyer has chosen Account Credit as their refund option, the Account Credit will be applied and available to be used once the funds have been returned by the Seller to the Seller's GearSource Wallet. The Buyer will be permitted to use all or a portion of the balance towards future purchase(s) depending on the availability of the funds, the timeline and the deal. Account credits must be used within 1 year of the date of issue. Buyer can request an extension of this timeline by contacting [email protected] before the Account Credit expires. GearSource will always work with our Buyers to resolve all issues, within a reasonable timeframe.

• GearSource is not responsible for, and will not cover, any costs incurred by the Buyer or Seller to facilitate a return or refund. All fees will be withheld at the time of the refund and will be disclosed to the Buyer.

• Our refund policy and associated fees are subject to change at any time without notice, via changes to the Return Policy.

• We reserve for ourselves the sole right to determine any dispute relating to whether any return of Equipment meets our Return Policy and if any refund is warranted;

m. 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;

n. In the case of any damage or loss during shipment, it is Buyer’s sole responsibility to notify the carrier, the Seller and GearSource Customer Experience (CX team) immediately upon delivery AND within 48 hours, in writing. Buyer is responsible for documenting and noting on the carrier’s shipping documents any visible damage. In the case of internal damage to the equipment/packaging, Buyer must take pictures and/or video showing the visible damage to the item and its surrounding packaging in order to initiate an insurance claim with the shipper. If this is not done by the Buyer, Buyer may be responsible for the damages. Buyer also agrees to indemnify and defend GearSource from and not hold us responsible for any delay in shipping or availability of any Equipment purchased or sought to be purchased by Buyer;

o. As part of the Additional Charges, Buyer must pay GearSource Holdings, LLC a $75 chargeback fee on all chargebacks;

p. In the event that any payment is returned or a chargeback is initiated, Buyer is subject to an Additional Charge/administrative finance charge of 10% (based on the Order Price of the Equipment);

q. Buyer must follow through/consummate any purchases of Equipment that is Accepted by Buyer and any Seller. Buyer agrees that by agreeing to our Terms and Conditions, they are 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. If a Buyer initiates a chargeback, Buyer understands that their GearSource.com® account will be permanently restricted to disallow credit card payments;

r. 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. If Buyer wishes to initiate a Conflict Resolution file with GearSource, they can do so by contacting the Conflict Resolution Team at [email protected];

s. 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, Area Developers, subsidiaries, joint venturers, contractors 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”;

t. 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 in a timely manner by working with the GearSource Conflict Resolution Team at [email protected] and/or indemnify, defend and hold GearSource 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, as set by our Conflict Resolution Team, 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, and with the GearSource Conflict Resolution Team, Buyer will notify GearSource Holdings, LLC in writing 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 Experience 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 Conflict Resolution team may be required to intervene in Claims of the nature identified in such dispute resolution procedures by GearSource Holdings LLC to be unresolved between the Buyer and Seller and, therefore, will be resolved by a decision rendered by GearSource Holdings, LLC’s Conflict Resolution Team;

u. Buyer agrees 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 through the GearSource Conflict Resolution Team, with Seller, submitting its Claim in connection with such charge-back to GearSource Holdings, LLCs Conflict Resolution Team, providing GearSource Holdings, LLC’s accounting department written notice of the reasons for such desired chargeback or refund, and providing GearSource Holdings, LLC reasonable time to resolve such dispute, pursuant to the time period specified in GearSource Holdings, LLC’s customer experience policies and procedures. Further, prior to initiating a chargeback with your credit card company, you must agree to comply with all requests from GearSource Conflict Resolution Team to resolve the situation by other measures, including:

i. call our Customer Experience department at 1-866-669-GEAR and/or e-mail the Customer Experience Team ([email protected]) to get approval to initiate a return;

ii. provide a written reason for returning your product, copies of the order documents, shipping documents, and all relevant pictures and videos to our Customer Experience department; and

iii. return the Equipment in accordance with GearSource Holdings, LLC and the Seller’s return policies, including a copy of your order document in the return package. Please note that return requests not received by our customer experience department within 10 calendar days of approval are deemed void and no return will be authorized.

v. GearSource Holdings, LLC offers Buyers and Sellers access to our Claims Resolution team. The role of the team, which is made up of a very select group of top-level management people from GearSource, is to resolve conflicts between Buyers and Sellers that they were unable to resolve through the normal claim process. The Claims Team meets as needed to review Claims requiring intervention as soon as the file is opened, with the goal being to resolve all conflicts quickly and justly.

Should you wish to submit a conflict to the Claims Team, simply send a detailed email to [email protected] and a File will be activated. You will be asked to provide specific details, pictures and or/videos, etc. and will receive further communication from the team as needed. All decisions made by the Claims Team are final.

w. If, for any reason, Buyer seeks to obtain a chargeback 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 Policy. Buyers who initiate chargebacks without following our claims procedures or providing the GearSource Conflict Resolution team with documented proof of a valid complaint/claim or without providing GearSource Holdings LLC adequate time to resolve the issues, understands that GearSource Holdings LLC may pursue legal action to recover all funds, including legal costs, using the fullest extent of the law. Buyer will be permanently banned from further credit card transactions on GearSource.com® ;

x. Buyer agrees that GearSource.com® and/or any Seller may list prices for Equipment at the Seller’s discount price. If a discount price is applicable, it will be noted on the “Listing,” at “Checkout” or on the “Order document” for the Equipment;

y. 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 Marketplace Services;

z. Buyer will not post any inappropriate content on GearSource.com® or any GearSource social media outlets or seek to use any of the Marketplace Services or GearSource.com® for any unlawful purpose;

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

bb. Buyer will not use GearSource.com® or the Marketplace 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 Marketplace Services; and

cc. Buyer will not make any misrepresentation to any Seller of the amount Buyer can or has agreed to pay, or otherwise engage in any effort to defraud any Seller.

dd. Buyer will respect the processes and procedures that are required to be followed by our employees and representatives and will refrain from aggressive, abusive and threatening communications no matter what the reasons or justification. Such behaviors may lead to order cancellations or, worst case scenario, account removal from GearSource.com®.

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. When Registering, Seller must agree to the Tier Agreement presented at that time which governs the Seller fee and payout timelines. Seller must provide at that time their bank transfer details in order to create/connect their GearSource Payments account and to facilitate their payouts. Listings can not be sold without a connected payout account. In addition to the Tier Agreement, Seller will comply with GearSource Help Centre and FAQs found in the footer of the home page;

c. Seller will comply with all of our listing policies and procedures as designated in the Terms from time to time;

d. Seller covenants that it is the lawful owner of all Equipment listed on GearSource.com®; that the Equipment when sold will be 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 Marketplace Services;

f. By proceeding to Add a Listing on GearSource.com® (having checked the boxes “I understand and accept the Tier Agreement” and “I accept the Terms & Conditions and Privacy Policy” during registration), Seller indicates that Seller agrees to the 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 in the applicable Seller Tier Agreement as compensation to GearSource Holdings, LLC for listing Equipment via GearSource.com® and otherwise providing Marketplace Services to Seller. If Seller chooses to list your item in a different currency than what you set-up to receive your GearSource Payments payout, currency conversion fees will be assessed on the subtotal of your payout, after your regular payment processing fees have been assessed. GearSource Holdings, LLC is not responsible for currency conversion costs or losses (or gains) that result from delays;

Seller agrees they are responsible for paying the GearSource Seller fees and any and all applicable payment and withdrawal costs associated with each sale. Seller agrees that GearSource Payments will automatically deduct all such fees prior to the payout to the Seller, pursuant to the fee schedule;

h. Unless otherwise stated in GearSource Holdings, LLC’s fee schedule, all fees payable to GearSource Holdings, LLC are payable in the currency of the order. Seller’s requirement to pay GearSource Holdings, LLC applies, notwithstanding the location of any Seller or Buyer for the Equipment, or the location of the Equipment. Sellers wishing to receive payout in a different currency than what their native currency will be subject to the then posted Foreign Exchange fee. GearSource is not responsible for foreign exchange differences, currency fluctuations, additional service charges or transaction fees charged by recipient’s bank;

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. Changes to the fee schedule are effective upon posting on 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 or advertise any Equipment for offer or sale with any other agent, reseller service, online Seller service, online marketplace or broker at a lower price than the item is advertised on a Listing on GearSource.com®;

l. The Price that GearSource Holdings, LLC will list the Equipment for via any Listing shall be based upon GearSource Holdings, LLCs discretion to incorporate the necessary fees applicable. 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. If a cash discount price is applicable, it will be noted on the “Listing” at “Checkout” or on the “Order Detail” for the Equipment. Otherwise, the non-cash discount price will be indicated on the Order Detail 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 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 2 business days;

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 Listing Account Center at GearSource.com® or such other page of GearSource.com® as Seller may designate from time to time. 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 Seller fees 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. In addition, GearSource Holdings, LLC may at our discretion choose to deactivate Seller’s Listings for breach of agreement;

s. If Additional Charges apply to the purchase of the Equipment after Buyer places an order for Equipment (Adds to Cart), Buyer must be notified within 24 hours of the Additional Charges and Buyer will have the option to agree or refuse to accept additional charges. If Buyer does not confirm agreement to those Additional Charges, if any, we will cancel the order for that Equipment without liability to Seller and the buyer will be refunded;

t. Seller will, within 24 hours of receiving notification to Seller that a Buyer is willing to purchase the Equipment listed, will Accept the shipping price estimate and will prepare the order for shipment at that price or will Decline the shipping price estimate and provide weight and dimensions to allow GearSource broker GearMoves to provide the shipping for the buyer. By Accepting, Seller is agreeing to be bound by the specific terms and conditions of the GearSource order process, including confirming its agreement to the Order Price and the Shipping estimate. The Order Detail Price is the agreed sales price of the Equipment. The Seller fee and the Payment fees are deducted prior to payout. This Order Detail price will be indicated in the Order Confirmation or other communication sent to Buyers and you during or after the “Checkout” process. No additional fees, service charges or penalties can be applied once the order has been accepted and payment has been issued or is in transit from the Buyer. GearSource does not pay interest on delayed payments;

u. SELLER ACKNOWLEDGES THAT ALL SALES MUST BE PREPAID BY BUYER. Once Seller confirms the Order Detail Price (which includes any Additional Charges) and Accepts the Shipping estimate, 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 Payment system, and in accordance to our then current Rules. (We accept Buyer’s pre-payment of the Total Due and then (once the order is received by the Buyer, inspected and Accepted, will release such prepayment of the Total Due to the Seller, less our fees, payment fees and taxes paid by Buyer. Seller agrees to be paid in the currency of their account. Seller understands that there can be delays in payout for any reason, including but not limited to: international transfers, failure on the Seller’s part to correctly setup payout accounts, delays, claims or other issues with the shipment/delivery, chargebacks by the Buyer. Seller agrees that currency conversion rates, if applicable, are locked in at point of prepayment by Buyer and GearSource is not responsible for foreign exchange fluctuations after prepayment has been made. Sellers requesting payment in a currency other than their account currency will be subject to any processing fees applicable;

v. GearSource.com® accepts payments by electronic/bank transfer or Credit Card for the Order Price and all Additional Charges. GearSource does not accept payment by checks, Paypal or any other method at this time. Payouts to sellers are by Bank Transfer. GEARSOURCE IS NOT RESPONSIBLE FOR ADDITIONAL SERVICE CHARGES OR FEES CHARGED BY THE RECIPIENT'S BANK. Seller agrees that, should a Buyer initiate a credit card dispute (chargeback), all funds withheld from GearSource by the Buyer’s credit card provider will be withheld from the Seller’s Payments account or repaid to GearSource within 5 business days of the dispute being filed, to be held in the Seller’s Payout Account account until the claim is settled;

w. GearSource Payments is powered by Airwallex. Seller is responsible for entering the correct payout bank account details during onboarding and for maintaining current and active account details in their GearSource Payments account and keeping it in good standing throughout the term of this Agreement. Seller is responsible for the proper set-up and provision of their payment acceptance method within the time period specified in such notice to Seller by GearSource. In the event the Seller fails to connect or reestablish their GearSource Payments account properly, Seller understands their listings may not be eligible to be sold. Seller agrees GearSource Holdings LLC is not responsible for any delays in payout. GearSource also reserves the right to deactivate Seller’s listings until such time the account is again in good standing;

x. Notwithstanding anything to the contrary in this Agreement, payout to Seller is automatically released from GearSource Payments Wallet account according to the terms of the Seller’s tier level. Payouts returned due to inaccurate account details or rejection by Seller’s bank or for any other reason, will be charged a $35 transaction fee for reissuing the payment;

y. 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”;

z. GearSource is not responsible for additional service charges or fees charged by the Buyer’s or the recipient’s bank;

aa. Upon receipt and confirmation of the Order Detail of the sale of the Equipment or confirmation sent from the GearSource Customer Experience team (CX team), Seller will ship the Equipment to the Buyer promptly;

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. 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 on 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® and GearSource Holdings, LLC 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 out 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 in the condition it was shipped...
• By agreeing to these terms to list on GearSource.com® Seller agrees that, if such purchase of the Equipment is according to our Rules not Accepted by Buyer, Buyer can 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 those 48 business hours of Buyer’s receipt of the Equipment that Buyer will return the Equipment and why.
• All returned Equipment must be repacked in their original shipping boxes or cases, and returned to the location specified by GearSource on the Order Detail, which will be included with the Equipment.
• The cost for return shipments is generally the responsibility of the Buyer. Contact the GearSource Support team if you have questions about a return.
• In the event a return/replacement is agreed to, shipping costs will be determined by the GearSource Support team — generally costs are shared between the Buyer and Seller, with the Buyer paying to return the item and the Seller paying to ship the replacement, if that was the agreement.
• If a return becomes necessary because the Buyer did not receive the specified Equipment that was listed on the GearSource.com® website at the time of order placement, generally the Seller is responsible for all shipping costs.
• Any damage or modifications by Buyer or use of the item/Equipment prior to return, will result in the item or Equipment being unable to be returned. If Equipment is returned by the Buyer and is used, modified or damaged, it will not be accepted by the Seller and will be returned to the Buyer at Buyer’s expense.
• 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 and all funds paid to the Seller have been returned to GearSource Holdings, LLC.
• Our Refund Policy may be changed at any time via changes to these Rules. In the case where a dispute or claim can not be negotiated, GearSource Conflict Resolution Team reserves the sole right to determine any dispute relating to whether a return of Equipment meets our Return Policies and if any refund is warranted;

gg. Sellers and Buyers have full access to the GearSource Claims Team to assist in the resolution of any disputes or claims that are not able to be resolved directly between Buyer and Seller. 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, contractors 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®, decisions rendered by the GearSource Claims Team will be final. Otherwise, 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 or through the GearSource Claims Team 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 or through the GearSource Claims Team, 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 Experience 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 experience department;

jj. Our “ChargeBack Policy” is as follows: in order for a Seller to obtain GearSource Holdings, LLC’s assistance in disputing a “chargeback” 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 Finance department at [email protected] or call 561-296-9555. In order for any Seller to dispute a chargeback, it must do so within 10 calendar days of being notified by us of the attempted chargeback. 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:

• proof of delivery, such as online tracking numbers,
• copies of the original item description and any photos,
• proof that the Buyer was already refunded,
• proof that the Buyer was provided a replacement product,
• correspondence between Seller and Buyer regarding the Equipment,
• any other agreements signed or accepted by Buyer and/or Seller at the time of purchase of the Equipment, and
• 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 $35 for all charge-backs, regardless of the outcome;

kk. Seller will also not seek to charge GearSource Holdings, LLC interest or service fees associated with logistics, banking, delayed payments, or for any other reason unless written approval has been provided by GearSource Finance, on an order by order basis;

ll. 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 with such charge-back to GearSource Holdings, LLC’s Conflict Resolution Team, providing GearSource Holdings, LLC’s Conflict Resolution Team written notice of the reasons for denial of such desired chargeback or refund, and providing GearSource Holdings, LLC Conflict Resolution Team time to resolve such dispute, pursuant to the time period specified in GearSource Holdings, LLC’s customer experience policies and procedures. Further, prior to initiating a challenge to charge-back with your credit card company, you must:

• Contact [email protected] and you will be assisted;
• Provide a written reason for challenging the return of the Equipment;
• If, for any reason, Seller seeks to challenge a charge-back and such chargeback is issued (the challenge is denied), Seller will pay to GearSource Holdings, LLC 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.

mm. Seller will respect the processes and procedures that are required to be followed by our employees and representatives and will refrain from aggressive, abusive and threatening communications no matter what the reasons or justification. GearSource Holdings, LLC will not tolerate or defend such behaviors, which may lead to order cancellations or removal of all listings from GearSource.com®.

Warranty and Title Policy

a. Equipment and Information Warranty Representations. GearSource Holdings, LLC does not provide warranties on the Equipment purchased by Buyers, but does 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 on the Order Detail, warrant 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. GearSource Holdings, LLC 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 [email protected] 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 “2-day warranty,” or specified on the purchase or information pages of GearSource.com® indicating that such Equipment comes with no extra warranty. GearSource Holdings, LLC requires all sellers to warranty listings for a minimum of 2 days 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. GearSource Holdings, LLC is a Marketplace Facilitator and as such receives, as a convenience for all the parties, pre-payment by Buyer from the transaction and remits amounts due to Seller (less applicable fees), however 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 Marketplace Services associated with it provided by GearSource Holdings, LLC, merely serves as a Marketplace Facilitator 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 Marketplace Services, you must obtain access to the World Wide Web (or such technology we may designate) directly or through devices that access content and pay any and all service fees, if any, associated with such access: we are not responsible for such fees or costs.

Acceptable Use Policy

a. Individual Use. Except as provided in (b) below, you agree that you are only authorized to visit, view and to retain a single copy of pages of 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 [email protected] 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 Marketplace 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 Marketplace Services, overloading, “flooding,” “mailbombing” or “crashing” the Marketplace 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 Marketplace 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 Marketplace Services, is truthful, accurate, not misleading and offered in good faith. Any information disclosed to you via the Marketplace 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 Marketplace Services. You agree NOT to use gearsource.com and/or the Marketplace Services for or in connection with any of the following activities:

• 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;

• any fraudulent or illegal purpose;

• e-mailing, uploading, or otherwise transmitting or using the Marketplace 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;

• 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) Marketplace Services, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate our Rules or policies;

• violating our rights in or to our intellectual property; and

• 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 Marketplace Services. As a convenience and courtesy to you, in addition to the Marketplace 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 the 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 Marketplace 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 Marketplace 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 Marketplace Services and gearsource.com only for lawful purposes. The Marketplace 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 Marketplace 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.

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 Marketplace Services or an gearsource.com website you agree not to, use the Marketplace 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 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 Marketplace 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 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 Marketplace 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 Marketplace 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 Marketplace Services. All rights not expressly granted under this Agreement are expressly reserved to us. If you believe your rights under applicable copyright laws are being infringed, you may notify our designated personnel who assist us with our Copyright notice and takedown policies.

Account Password Policy

If the Marketplace Services require that you become a registered user of the Marketplace 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.

Privacy Policy

You agree to the terms of our then current Privacy Policy at www.gearsource.com and as published in the Rules from time to time.

Miscellaneous Terms

a. Merger Clause. Subject to the terms of this Agreement and our other 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 Marketplace 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 Marketplace 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 Marketplace 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 Marketplace 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 Marketplace 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 Marketplace 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 Marketplace Services, any aspect of gearsource.com, or any other activities of yours accomplished using the Marketplace Services or gearsource.com.

f. Order of Precedence. This Agreement governs your use of gearsource.com and access to the Marketplace 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 Marketplace 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 [email protected]. 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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