ProSource Inc. Client Contract

This ProSource CLIENT CONTRACT (the "Agreement") constitutes a legally binding agreement between ProSource Inc., a Arizona corporation ("MspBusinessTools.com" & "Msp-bt.com") and you ("You" or "Your"). BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PART OF YOUR REGISTRATION WITH PROSOURCE , YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR AS LONG AS YOU USE THE PROSOURCE SERVICES.

Subject to the terms and conditions of this Agreement, Prosource hereby grants to You a non-exclusive, revocable, non-transferrable right and license, without right to sublicense, to use Prosource's proprietary online platform, including without limitation the website made available at www.msp-nbt.com, www.mspbusinesstools.com, and any servers, computers or networks used to provide such website (the "Prosource Services") for the following limited purposes, if and as applicable, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH PROSOURCE MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE.

In addition to any other rights or remedies afforded Prosource under or otherwise in connection with this Contract, You agree and acknowledge that You have read and agree to comply with the following policies which are hereby incorporated by reference into, and made a part of, this Agreement:

PROMOTING PRODUCTS. If You promote, market or otherwise advertise ("Promote" or a "Promotion") any product which is registered for sale via the Prosource Services, either by You or by another Prosource client (each a "Product"), whether via the Prosource Services or via any other online or offline channel or medium for the purpose of earning a percentage of the sale price of any Product sold as a result of such Promotion ("Commissions"), You agree, acknowledge, represent and warrant that:

1. You will not suggest or imply any warranty or other policy with respect to any Products other than Prosource's Return and Cancellation policy without the prior written consent of PROSOURCE, which prosource may withhold in its sole discretion for any reason.
2. You will not make any unlicensed or unauthorized use of or otherwise infringe or misappropriate any materials protected by any patent, copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property or other proprietary right ("IP Rights").
3. You will not interfere with prosource's tracking of Commissions, or with the normal flow of traffic to, through, or from the prosource Services.
4. All communications and/or representations made by You in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with Your country's laws and all U.S. federal and state laws, including U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure and consumer protection.
5. You will not offer, suggest or imply the availability of any rebates, coupons, tickets, vouchers or similar incentives to induce or encourage the purchase of a Product.
6. prosource reserves the right, but not the obligation, to review your Promotions. You agree that prosource, in its sole discretion and at any time, may demand changes to product promotion and delivery pages, customer support or other items related to the content of Your Promotions.
7. You will provide valid contact information, including but not limited to a working email address and phone number, where prosource can send inquiries and receive a non-automated reply by end of the following business day.

SELLING PRODUCTS. If You register any Products for sale via the prosource Services, You agree, acknowledge, represent and warrant that:

1. All Products You register for sale via the prosource Services, and the offering and sale thereof via the prosource Services, comply with all of Your country's laws and all applicable U.S. federal and state laws and regulations.
2. The Product does not involve the downloading of software on a Purchaser's computer unless a purchase is completed or You provide the Purchaser a clear and conspicuous disclosure describing all of the software being downloaded, its functionality and obtain express consent prior to any such downloads.
3. Without further conditions or limitations, You authorize prosource to list any Product You register for sale via the prosource Services in the online, searchable marketplace of Products made available via the prosource Services (the "prosource Marketplace"); and make it available for sale to Purchasers and/or for Affiliates to Promote at the price designated by Prosource ("Retail Price") after taking into consideration Your suggestions regarding such Retail Price, including any applicable sales tax.
4. Prosource may delist any Product from the Prosource Marketplace and/or the Prosource Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.
5. You will provide valid email addresses to which Purchasers or Prosource can send inquiries and receive a reply by end of the following business day. Purchasers and Prosource must also be able to receive a non-automated response within one business day, when necessary.
6. You will advise Prosource of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or relation to such Product You receive from any person, company or entity who purchased such Product or received a Promotion in connection with such Product within two business days of Your receipt of such complaint. You shall assist Prosource, at Your sole cost and expense, in taking any steps and actions, as necessary and appropriate, or as reasonably requested by Prosource to respond to and/or resolve such complaints.

SENDING EMAILS. If You send, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages ("Emails") in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the Prosource Services, then You agree, acknowledge, represent and warrant that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act") and the Children's Online Privacy Protection Act of 2000 ("COPPA"). (Information on these laws can be found at www.ftc.gov/spam/ and http://www.ftc.gov/coppa/). Without limiting the generality of the foregoing, You shall not directly or indirectly:

1. Send, initiate or procure the sending of an Email to any Person who has either not explicitly requested to receive such messages specifically from You, including without limitation for the purposes of sending unsolicited bulk email, executing any "mass mailings" or "email blasts," or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.
2. Send, initiate or procure the sending of an Email to any Person who has explicitly requested to receive no further Emails from You or Your company.
3. Employ any false or deceptive information regarding Your identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Your identity, and the intent, subject, and origin of the Email.
4. Employ any incomplete, invalid, deceptive, fake, or forged message headers.
5. Use any mousetraps or windows that reappear, spawn new windows or otherwise resist being closed.
6. Exploit documented or undocumented security holes on any client or server machine.
7. Fail to (i) include clear, valid, and conspicuously displayed "From" and "Subject" lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from You ("Opt Out Request") for no less than 30 days from the date the Email was sent; or (iii) honor any Opt-out Request within 10 days of receipt of such Opt-out request by You.
8. Obtain email addresses via automated means or send any Email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
9. Send any Email from, or make such Email appear to have been sent from, any address that was obtained via the use of scripts or other automated means to register for multiple electronic mail accounts or online user accounts from which to transmit unsolicited or misleading email messages.
10. Send or relay any Email from any protected computer or network accessed without authorization.
11. Employ any fraudulent, deceptive, false or misleading information in connection with the Emails.
12. Send any commercial marketing Email or Promotion to, or collect any personally identifiable information from, any person who is under 18 years of age.

SUSPENSION; TERMINATION. You agree and acknowledge that:

1. Prosource, in its sole discretion, may suspend Your account(s) or hold any or all funds in Your Prosource account if Prosource suspects or has reason to believe and/or if a Person otherwise claims that You have been involved with any of the following:
   1. Illegal activity, including but not limited to, consumer fraud, bank fraud, credit card fraud, spamming or other illicit commercial activities or any other activity which violates any federal, state, local or foreign constitution, treaty, law, statute, ordinance, rule, code, regulation, interpretation, directive, policy, order, writ, decree, injunction, judgment, opinion, ruling, decision, permit, license, registration and other operating authorizations, or any other requirement of, any federal, state, local or foreign government, legislature, governmental or administrative agency or commission, any self-regulatory association or authority, any court or other tribunal of competent jurisdiction, or any other municipality, governmental authority or instrumentality or quasi-governmental entity or authority, whether currently in effect or hereafter enacted or amended ("Law");
   2. Violation or infringement of any Person's rights, including without limitation, any IP Rights;
   3. Misrepresenting, over-promising, making false, deceptive or misleading statements or any other acts in violation of federal or state law affecting consumer protection and commercial activities;
   4. A breach of any term of this Agreement, including, without limitation, any representation, warranty or covenant made by You in this Agreement; and
   5. Otherwise violating Prosource rules or policies or interfering with Prosource's business, including Prosource's Vendor and Products Requirements Policy.
2. Following the suspension of an account or holding of funds per this Section 5, Prosource will review Your account. You acknowledge that this review will be conducted in a manner decided by Prosource at its sole discretion. You agree to cooperate with this review. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that Prosource may seize and/or retain funds in Your Prosource account as liquidated damages and/or for the benefit of third parties affected by the misconduct. You acknowledge and agree that the such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to Prosource.
3. You understand that Prosource may also temporarily hold any portion of the funds in Your Prosource account if Prosource, in its sole discretion, determines such action is needed to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may incur with Prosource or any other Person.
4. You agree and understand that Prosource's right to take any of the actions set forth in this Section 5 does not constitute a right or obligation to take them for the benefit of any third parties, including You.
5. You agree and acknowledge that Prosource may also pursue other remedies as allowed by Law.
6. In addition to the foregoing, and in addition to all other rights and remedies available to Prosource at Law or in equity and notwithstanding anything in the Agreement to the contrary, in the event You breach any term of this Agreement, upon notice to You (which may be sent by email), Prosource will have the right to immediately terminate this Agreement and Your rights to access, use and/or otherwise participate in the Prosource Services. Upon such termination, You agree to immediately cease all use of the Prosource Services. Without limiting the foregoing, Prosource shall have the right to immediately terminate Your access and use of the Prosource Services, or any portion thereof, in the event of any conduct which Prosource, in its sole discretion, considers to be unacceptable. The provisions of this Section, in addition to any provisions, which by their nature, are intended to survive, shall survive the termination of this Agreement.

PROSOURCE'S IP RIGHTS.

1. You shall not use Prosource's name, trademarks, service marks or any other IP Right of Prosource in any manner whatsoever to suggest association or affiliation with or endorsement by Prosource without the express prior written consent of Prosource, which Prosource may withhold at its sole discretion. Promotional use of images or reproductions of Payment checks issued by Prosource without the express, written consent of Prosource is prohibited.
2. Subject to the following terms and conditions, Prosource grants You a limited, revocable license to use Prosource's name: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text, or (iii) as a sub domain or second or third level domain name identifier:
   1. Prosource may revoke the foregoing license and/or provide restrictions upon Your use of Prosource's name, including requiring the use of such disclaimers as Prosource may provide, in connection with Your use of Prosource's name, at anytime and for any reason in Prosource's sole discretion.
   2. Failure to comply with any restrictions imposed by Prosource upon Your use of Prosource's name or failure by You to immediately cease all use of Prosource's name if so instructed by Prosource shall constitute (1) a breach of the limited license set forth in this Section 6(b); and (2) a breach of this Agreement. In such case, Prosource reserves the right to pursue any and all remedies available to it at Law or in equity.
3. Notwithstanding the limited revocable license set forth in Section 6(b) above, as between the parties, Prosource shall be and remain the sole owner of all right, title and interest in and to the Prosource Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Prosource, and You hereby assign to Prosource all right, title and interest You may be deemed to have therein. Subject to the limited rights expressly granted in this Agreement, Prosource reserves all right, title and interest in and to the Prosource Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Prosource. All rights not specifically granted to You under this Agreement are expressly reserved by Prosource.

CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS.

1. In connection with this Agreement, Prosource may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Prosource (collectively, "Confidential Information"), including, but not limited to (a) the identities of other Vendors or Affiliates of Prosource (collectively, "Prosource Clients"); (b) physical and data security information; (c) technical data; (d) Prosource Marketplace statistics and sales data; and/or (e) know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement, You shall not (i) disclose the Confidential Information to any Person, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of Prosource. You shall not use any Confidential Information for the purpose of soliciting, or to permit any others to solicit, Prosource Clients to subscribe to any other services or promote the sale of any product which competes, either directly or indirectly, with Prosource or the Prosource Services, including without limitation the functionality offered by the Prosource Marketplace. You agree and acknowledge that Prosource may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with Prosource.
2. Prosource does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information (as expressly provided for in the Prosource Privacy Policy), any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to Prosource, or otherwise in connection with the Prosource Services (collectively, the "Submissions"), shall be deemed to be non-confidential and non-proprietary and Prosource shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed and delivered by You and a duly authorized officer of Prosource. You hereby grant to Prosource and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. Prosource shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to Prosource with respect to Your Submissions; (b) Your Submissions and any use thereof by Prosource will not infringe or violate the rights of any Person (including any IP Rights); and (c) Your Submissions will not contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable content or material of any kind. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that Prosource is under no obligation to respond to or use any Submission You may provide.

EXPORT CONTROL. You acknowledge and agree to comply with all applicable export Laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other U.S. Laws. You hereby represent and warrant that any Product promoted, offered and/or provided by You via the Prosource Services is approved for export from the United States without additional authorization or licensing from the U.S. government. Should the export authorization status of Your Products change, You agree to immediately notify Prosource in writing. For Your convenience, information on U.S. export control regulations can be found at the web pages for the Commerce Department (http://www.bis.doc.gov), the State Department (http://www.pmddtc.state.gov) and the U.S. Treasury Department ( http://www.treas.gov/offices/enforcement/ofac/index.shtml).

REQUIRED PERMITS. You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with the legal operation of Your business.

REPRESENTATIONS AND WARRANTIES. You represent, acknowledge and warrant that:

1. You, Your Products and/or Your Promotions, as applicable, do not and will not, directly or indirectly: (i) invade the right of privacy or publicity of any Person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person; or (iv) violate any Law.
2. You shall not: (i) frame, copy or mirror any content forming part of the Prosource Services; (ii) reverse engineer of the Prosource Services or otherwise attempt to derive its source materials; (iii) access the Prosource Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Prosource Services; (iv) interfere with or disrupt the Prosource Services or any data contained therein; (v) attempt to gain unauthorized access to the Prosource Services, its related systems or networks; or (vi) use the Prosource Services for any unlawful purpose or in violation of the rights of any Person.

INDEMNIFICATION. To the fullest extent permitted by Law, You agree that

1. In the event that a Party commences any action or files any claim whatsoever ("Claim") in connection with Your use of the Prosource Services, Product or Promotion, You shall defend, indemnify and hold harmless Prosource, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the "Prosource Parties"), from and against any and all damages, liabilities, claims or costs (including, without limitation, the costs of investigation and defense and reasonable attorneys' fees and litigation and court costs) ("Losses") incurred by any Prosource Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
2. Upon receiving notice of any Claim for which Prosource is entitled to indemnification by You, Prosource shall provide You with written notification and opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose an unindemnified monetary obligation on and/or admission or finding of liability or wrongdoing by Prosource will require Prosource's prior express written consent; and (ii) failure to provide timely notice, control, or assistance shall not relieve You of Your obligations; and (iii) Prosource may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Prosource's own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to Prosource's use of such counsel.
3. In the event that Prosource incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or relation to Your Products or Promotions, including complaints under the DMCA, Prosource reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by Prosource up to a maximum of $5000 per event. You authorize, and release Prosource from any liability in connection with, such deductions.

LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY PROSOURCE PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE PROSOURCE SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE PROSOURCE SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PROSOURCE SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE PROSOURCE SERVICES, WHETHER OR NOT PROSOURCE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF PROSOURCE FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE BY PROSOURCE TO YOU UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE PROSOURCE SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE PROSOURCE SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF PROSOURCE SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

GENERAL TERMS AND CONDITIONS.

1. Governing Law; Dispute Resolution. You agree that Idaho law will govern this Agreement, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Idaho, and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Boise, Idaho. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
2. Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties. You agree that any content stored on Prosource's servers in relation to any Products registered by You via the Prosource Services is solely at Your direction and nothing contained in this Agreement nor in Your use of the Prosource Services, shall be construed as shifting responsibility for such publication to Prosource. You are not authorized to make any promise, warranty or representation on behalf of Prosource or obligate or attempt to obligate Prosource in any manner whatsoever. You shall not represent to any person that You are the agent of Prosource, nor fail to correct any misunderstanding as to such status.
3. Assignment. Prosource may freely assign or transfer any or all of the rights and obligations described under this Agreement without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of Prosource. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
4. Severability. If any provision of this Agreement is declared or determined by any court to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (ii) the unenforceable or invalid part, term or provision shall not be deemed to be part of this Agreement; and (iii) such court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by applicable law.
5. Publicity. You shall not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Prosource's name or referencing the Prosource Services; or (iii) suggesting or implying any endorsement by Prosource of You and/or any Products without the prior written approval of Prosource, which Prosource may withhold at its sole discretion.
6. Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. Prosource reserves the right to amend this Agreement at any time. When Prosource amends this Agreement, Prosource shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at www.msp-bt.com that; (i) such changes or amendments have occurred; and (ii) identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Prosource Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to periodically review www.msp-bt.com to inform Yourself of any such changes.
7. Waiver. The waiver or failure by Prosource to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Prosource set-forth in this Agreement are cumulative and are in addition to any rights or remedies Prosource may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
8. Equitable Actions. You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Prosource which would not be adequately and fully compensated by money damages and that Prosource may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Idaho or any other court of competent jurisdiction anywhere in the world (at Prosource's sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
9. Force Majeure. Prosource shall not be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, Prosource.
10. Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from Prosource if sent via email, as date stamped by Prosource's systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
11. Headings/Interpretation. The table of contents and the descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.