A "Member" shall be entitled solely to those privileges explicitly set forth in this Agreement, in consideration for acceptance of this Agreement.

Terms

This Membership Agreement is effective upon receipt and acceptance of a Member Application Form by POWERSOURCE ONLINE INC. ("POWERSOURCE ONLINE") and shall continue until either party terminates the Agreement. You may terminate your subscription to the Services for any reason, or no reason at all, upon a thirty (30) day written notice to POWERSOURCE ONLINE INC. ("POWERSOURCE ONLINE"), provided however that subscription fees will not be refundable if you cancel your subscription prior to its term. Members agree that PowerSource Online, in its sole discretion, shall have the right to suspend or terminate Member's access to PowerSource Online Website at any time for any breach of this Agreement or for any other agreement to which PowerSource Online and member are parties, and that POWERSOURCE ONLINE shall not be obligated to disclose the specifics of such breach to Member. Suspension or termination of Member's access to PowerSource Online Website is sufficient notice of suspension or termination of this Agreement.

Access Agreement

This Agreement is not a transfer or a license of any of PowerSource Online rights. By accessing PowerSource Online Website, Member expressly acknowledges acceptance of the terms of this Agreement. Member agrees that POWERSOURCE ONLINE has the right to deny any individual access to its Website. Unauthorized access to PowerSource Online Website is expressly forbidden. PowerSource Online Website is protected under Copyright Laws. Any reproduction or distribution of this Website information, by, for, or to any third party, is expressly forbidden.

Confidential Disclosure

Member understands and agrees that information disclosed through PowerSource Online Website includes trade secrets and proprietary information belonging to PowerSource Online. Members agree not to copy or disclose to a third party, in whole or in part, any portion of the information and the software. Member also agrees that all Usernames and Passwords supplied to the Member are non-transferable and may only be used by parties registered under those Usernames and Passwords. The provisions of this Confidential Disclosure section shall survive the termination of this Agreement.

Disclaimer

POWERSOURCE ONLINE assumes no liability for losses incurred in the use or application of the software or the data contained therein. POWERSOURCE ONLINE shall not be liable for any direct, indirect, special, incidental, or consequential damages, whether based on contract, tort, or any other legal theory, arising out of the sale, service, furnishing performance or use of any information, data or materials sold or provided under this Agreement. The provisions of this Disclaimer section shall survive the termination of this Agreement.

Governing Law and Jurisdiction

This Site (excluding linked sites) is controlled by Mediagrif Interactive Technologies Inc., the parent company of Powersource Online, from its offices within the Province of Québec, Canada. By accessing this Site, you and Powersource Online agree that the statutes and laws of the Province of Québec , without regard to the conflicts of laws principles thereof, shall govern all matters relating to your access to, or use of, this Site and any materials or services. You and Powersource Online also agree and hereby submit to the exclusive personal jurisdiction and venue of the Courts of the Province of Québec with respect to such matters. Powersource Online makes no representation that materials or services available on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

General Provisions

The failure of a party to insist upon the performance of any provision of this Agreement or to exercise any right or privilege granted that party shall not be construed as waiving any such provision and the same shall continue in force. This Agreement shall be binding upon and inure solely to the benefit of each of the parties, and no other persons or entities shall be beneficiaries hereunder or have any rights to enforce any part of this Agreement. If any provision of this Agreement is found to be void, the remainder of this Agreement shall survive and remain in full force and shall not thereby be terminated. An electronically sent agreement shall be as valid as a written agreement. The parties agree that this Agreement shall be written in English only. Times and dates shall be determined in accordance with Eastern Daylight Time or Eastern Standard Time, whichever is in effect at the relevant time. Expressions of monetary amounts shall be understood to be in United States dollars, unless explicitly stated to be otherwise. This Agreement supersedes any oral representations by any person and does not incorporate by reference any such oral representations. Except as otherwise explicitly provided, notice shall be in writing or shall be electronically sent. Notice sent by e-mail shall be presumed to have been received within 24 hours after sending. Notice sent by the U.S. Postal Service to an address in the United States shall be presumed to have been received within seven calendar days after sending. Notice received at an incorrect e-mail or postal address shall be considered to have been received if the error in the address is the fault of the intended recipient.

Use of the information

PowerSource Online uses the information collected from the site only to better serve its members. Among the information, member's name, address, telephone number, fax number, email address, "For Sale" and "Want to Buy" information are available to all members. Every member may also have access to the information related to the searches for parts made by a member through the "Part Search" function. PowerSource Online will not distribute or make known the inventory of a member except through the use of the functions on the PowerSource Online web site, the FTP Speed Search feature, XML Search feature or the "V-Stock" search engine. In addition, the complete inventory of a member cannot be downloaded or made available to another member or third party. The information associated to member's "Request for quotes" is strictly confidential and is available only to the members to which it is destined. All information referring to a member's use of the PowerSource Online web site and/or features including member's contact information is highly confidential and is not shared with third party companies or individuals. Furthermore, all activities such as spamming, multiple posting of same for sale or want to buys, etc and any other abuse of existing functionalities will not be tolerated.