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THE VISIONSUPPORTSIGN IN

SourceBoard Terms of Use

Welcome to CoExcel Solutions, LLC d/b/a/ SourceBoard (“SourceBoard”), a marketplace platform connecting Buyers and Sellers. The following Terms of Use outline your obligations when using the SourceBoard websites, mobile applications, and services. Please read them carefully.

1. Acceptance of Terms

The SourceBoard website available at www.mysourceboard.com, all related sites and mobile applications, and the various content, features, and services offered on and in connection with these sites and applications (collectively, the “Sites and Services”) are owned and operated by SourceBoard and can only be accessed and used by you under the Terms of Use described below (“Terms of Use”).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING, OR USING ANY OF THE SITES AND SERVICES, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS AND USE THE SITES AND SERVICES.

2. Definitions

  • "Platform" or “SourceBoard” refers to the marketplace platform, website and mobile applications operated by SourceBoard.

  • "Users" refers to anyone who accesses or uses the Platform, including Buyers and Sellers.

  • "Buyer(s)" refers to Users who utilize the platform to post to the bidboard or view seller profiles for the purpose of market research, quotations and/or potential purchase goods or services.

  • "Seller(s)" or “Supplier(s)” refers to Users who utilize the platform to view and/or respond to Buyer opportunities posted on the platform and/or users whom create a profile that can be viewed by a Buyer.

3. Authorization

By creating an account on SourceBoard, the User represents and warrants that they are signing up as an authorized agent on behalf of the business entity they represent ("Business"). The User affirms that they have the authority to bind the Business to these Terms of Service and to act on its behalf in all transactions conducted through the Platform. The Business agrees to be fully responsible for all actions and obligations incurred through the User's account, including compliance with these Terms and any contractual or regulatory obligations associated with their use of the Platform. If the User does not have such authority, they must not create an account or use the Platform on behalf of the Business. Users grant SourceBoard the authority to use their company name and logo for marketing and promotional purposes. This includes, but is not limited to, showcasing the User's business on the Platform, in promotional materials, on social media, and in advertising campaigns related to SourceBoard services.

4. User Accounts

1)Registration: Users must create an account to access the Platform. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. 2)Account Security: Users are responsible for maintaining the confidentiality of their account credentials and for all activities occurring under their accounts. If you believe your account has been compromised, you must notify us immediately.

5. Buyer Intent

All users acting as Buyer on SourceBoard, affirm that they are signing up with the intent to source goods and services from Small U.S. Businesses. Users acknowledge that their primary purpose for participating as Buyers on the Platform is to support and engage with these businesses, and not to acquire resources or information for the purpose of gaining a competitive advantage in their own businesses or markets.

Users agree to act in good faith and to uphold the integrity of the Platform by refraining from any actions that could undermine the interests of Small U.S. Businesses, including but not limited to using information gleaned from the Platform for competitive purposes. Violation of this intent may result in suspension or termination of the User’s account. .

6. Seller Representation

By creating a Seller account on SourceBoard, Users affirm that they are a U.S.-based Small Business, as defined by the standards set forth by the Small Business Administration (SBA). Users represent and warrant that they meet the eligibility criteria established by the SBA, including but not limited to size standards, owner-operated criteria, and other relevant qualifications.

Users acknowledge that their primary intent for utilizing the Platform is to find opportunities for their business and to promote their products or services to potential Buyers. They agree to refrain from using the Platform for any purpose other than this intended use, including but not limited to competitive exploitation or solicitation of Buyers outside the Platform.

By signing up as a Seller, Users understand and accept that misrepresentation of their business status or intent may lead to immediate suspension or termination of their account and may involve further legal action if warranted.

7. Transaction Disclaimer

All purchasing transactions conducted between Buyers and Sellers occur outside of the Platform. SourceBoard acts merely as an intermediary to facilitate communication and transactions; however, it is not a party to these transactions and, therefore, assumes no responsibility for any aspects related to the sale, such as product quality, pricing, availability, fulfillment, or payment processing.

8. Use of the Site and Services

Subject to full compliance with these Terms of Use, SourceBoard grants authorized users a nonexclusive, nontransferable, non-sublicensable, terminable license to access and use the Sites and Services for your personal use. You agree to not access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Sites or Services or any of their content for any purpose except for your personal use and as described in these Terms of Use, without the express written consent of SourceBoard. SourceBoard may modify, update, suspend or discontinue the Sites and Services, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. SourceBoard shall not be liable to any user or other third party for any such modification, update, suspension or discontinuance.

9. User Conduct

As a condition of your access and use of the Sites and Services and your submission or access to any ratings, reviews, communications, information, data, text, photographs, audio clips, audiovisual works, or other materials on the Sites and Services (collectively, the “Content”), you agree not to use the Sites and Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by SourceBoard. By way of example, and not as a limitation, you agree not to:

violate these Terms of Use, other applicable agreement with SourceBoard, and any applicable local, state, national or international law, and any rules and regulations having the force of law;

use the Sites and Services in any manner that violates any relevant law or that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any Content that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;

use the Sites and Services or its Content for any purposes not authorized by these Terms of Use, including commercial, political, or religious purposes, including the submission or transmission of any Content that contains advertisements, promotional materials, junk mail, or any other form of solicitation;

reproduce, duplicate, copy, modify, sell, re-sell or exploit any Content or the Sites and Services for any commercial, educational, or any other non-personal purpose or any for any purpose unrelated to your personal purchasing decisions, without the express written consent of SourceBoard, which consent may be withheld by SourceBoard in our sole discretion;

post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Sites and Services or any activities conducted on the Sites and Services;

harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, falsify your contact or other information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with SourceBoard, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;

knowingly provide or submit false or misleading information;

use the Sites and Services if you are under the age of eighteen (18);

take any action that would undermine the review and rating process under the Sites and Services;

attempt to gain unauthorized access to the Sites and Services, other user accounts, or other computer systems or networks connected to the Sites and Services;

use the Sites and Services in any way that could interfere with the rights of SourceBoard or the rights of other users of the Sites and Services;

attempt to gain unauthorized access to any portion or feature of the Sites and Services, or any other systems or networks connected to the Sites and Services or to any server used by SourceBoard by hacking, password ‘mining’ or any other illegitimate or unauthorized means, including attempting to obtain password, account, or any other personal or private information from any other Sites and Services user;

sell, share, or otherwise transfer your account username, password, other information, or your rights or obligations under these Terms of Use;

transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that is likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Sites and Services;

access, download, monitor, or copy any information contained on our Sites and Services through artificial means (including but not limited to use any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider’ or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of the Sites and Services or any content, to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through the Sites and Services; or

probe, scan or test the vulnerability of the Sites and Services or any network connected to the Sites and Services, nor breach the security or authentication measures on or of the Sites and Services or any network connected to the Sites and Services. You may not reverse look-up, trace or seek to trace any information on any other user of the Sites and Services, or any other customer of SourceBoard, including any SourceBoard account not owned by you, to its source, or exploit the Sites and Services or any service or information made available or offered by or through the Sites and Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by SourceBoard and provided for by the Sites and Services.

10. SourceBoard’s Services

When using, accessing, or purchasing particular services or features of the Sites and Services, you shall be subject to any posted agreements, guidelines, or rules applicable to such services or features that may be posted from time to time. All such agreements, guidelines, or rules are hereby incorporated by reference into the Terms of Use.

11. Registration Information

We may require that you create an account to use or access certain parts of the Sites and Services and use certain products and features. We may require that you provide login information such as a username and password to access and utilize your account. As a condition of your use of the Sites and Service, you agree to (a) provide SourceBoard with true, accurate, current and complete information as prompted by the SourceBoard’s registration forms, when registering for or using the Sites and Services and (b) update and maintain the truthfulness, accuracy and completeness of such information. You are responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your username and password. While there are limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Please contact us if you have questions about managing multiple accounts.

12. Submitting Content

As a condition of submitting any Content or other materials to the Sites or Services, you agree that:

you grant to SourceBoard a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from, incorporate such Content into other works;

you grant to SourceBoard all rights necessary to publish or refrain from publishing your name and address in connection with your Content; sublicense through multiple tiers the Content, and acknowledge that this license cannot be terminated by you once your Content is submitted to the Sites and Services;

you grant to SourceBoard all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of your Content by any other party;

your name and report information may be made available to the public and to the Service Providers on which you report;

you represent that you own or have secured all legal rights necessary for the Content submitted by you to be used by you, SourceBoard, and others as described and otherwise contemplated in these Terms of Use; 6. you represent and warrant that each person identified, depicted, or shown in in your Content, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the Content consistent with these Terms of Use; and

you grant SourceBoard a non-exclusive, worldwide, royalty-free license to use your company name, trademarks, and logos (collectively, "Marks") for the limited purpose of identifying you as a user of the Platform in SourceBoard’s marketing and promotional materials, including but not limited to the Website, online publications, presentations, and social media channels. This right may be revoked by you at any time upon written notice to SourceBoard, in which case we will make commercially reasonable efforts to remove your Marks from any future marketing material.

13. Publication and Distribution of Content

SourceBoard does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that SourceBoard simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Service Providers in response to Content (“Service Provider Content”). You understand that all Content and Service Provider Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that SourceBoard does not control and is not responsible for Content or Service Provider Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content and Service Provider Content.

You further acknowledge that SourceBoard has no obligation to screen, preview, monitor or approve any Content or Service Provider Content, or Content posted or submitted by any other SourceBoard member or any Service Provider. However, SourceBoard reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will SourceBoard be liable in any way for any Content or Service Provider Content, including, but not limited to, any Content or Service Provider Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Service Provider Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against SourceBoard relating to Content or Service Provider Content, and release SourceBoard from any and all liability for or relating to any Content or Service Provider Content.

You may, however, report Content that you believe violates these Terms of Use or is otherwise unlawful. Please note that you may be liable for damages (including costs and attorneys’ fees) for unlawful misrepresentations. If you are uncertain whether an activity is unlawful, we recommend seeking advice of an attorney.

You agree that SourceBoard may establish general practices, policies and limits, which may or may not be published, concerning the use of the Sites and Services, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which you may access the Sites and Services in a given period of time. You agree that SourceBoard has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Sites and Services. You agree that SourceBoard has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

14. Notices

You agree that SourceBoard may communicate any notices to You under these Terms of Use, through electronic mail, regular mail or posting the notices on the Site. All notices to SourceBoard will be provided by sending a letter, first class certified mail, to CoExcel Solutions, LLC d/b/a/ SourceBoard, Attn: Legal Department, 120 Hawley St. Binghamton, NY 13901, Attn: Customer Care. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.

In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), SourceBoard will respond promptly to claims of copyright or trademark infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is: Fish & Richardson P.C.

If You are a copyright or trademark owner (or authorized to act on behalf of the copyright or trademark owner) and believe that Your work’s copyright or trademark has been infringed, please report Your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

identification of the copyrighted work or trademark claimed to have been infringed, or, if multiple copyrighted works or trademarks at a single online site are covered by a single notification, a representative list of such works at that site;

identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

information reasonably sufficient to permit us to contact You, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted;

a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and

a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. SourceBoard will investigate notices of copyright and trademark infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

15. Delays and Accessibility

The Sites and Services may be subject to limitations, delays, failure, and other problems inherent in the use of the Internet and electronic communications. SourceBoard is not responsible for any delays, failures or other damage resulting from such problems.

16. Termination

SourceBoard may terminate your privilege to use or access the Sites and Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Sites and Services and agree not access or make use of, or attempt to use, the Sites and Services. Furthermore, you acknowledge that SourceBoard reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Sites and Services. You understand that SourceBoard may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to SourceBoard. All provisions of these Terms of Use which by their nature should survive termination shall survive the termination of your access to the Sites and Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability .

17. Limitation of Liability

You acknowledge that SourceBoard has no control over, and no duty to take any action regarding: which users gain access to or use the Sites and Services; what effects the content on or in connection with the Sites and Services may have on you; how you may interpret or use the content on or in connection with the Sites and Services; or what actions you may take as a result of having been exposed to the content on or in connection with the Sites and Services. You release SourceBoard from all liability for you having acquired or not acquired content or information through the Sites and Services. The Sites and Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. SourceBoard makes no representations concerning any content contained in or accessed through the Sites and Services, and SourceBoard will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites and Services. SourceBoard makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein.

YOU ACCESS AND USE THE SITES AND SERVICES AT YOUR OWN RISK. THE SITES AND SERVICES ARE PROVIDED ON AN ‘AS IS, AS AVAILABLE’ BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER SOURCEBOARD NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION WITH THE SITES AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF SOURCEBOARD, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTUOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE SITES AND SERVICES. IN NO EVENT WILL SOURCEBOARD OR ANY OF ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD-PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL SOURCEBOARD OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITES AND SERVICES.

ANY MATERIAL ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOURCEBOARD OR THROUGH OR FROM THE SITES AND/OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, SOURCEBOARD DOES NOT REPRESENT OR WARRANT THAT (I) THE SITES AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES AND/OR SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SOURCEBOARD’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

SOURCEBOARD SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND SOURCEBOARD HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

SourceBoard has no control over and no duty to take any action regarding: other users’ behavior; what effects Content may have on you; how you may interpret or use Content; or what actions you may take as a result of having been exposed to Content. You release SourceBoard from all liability for you having acquired or not acquired Content through the Sites and Services. SourceBoard makes no representations concerning any Content, including the accuracy thereof, contained in or accessed through the Sites and Services, and SourceBoard will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites and Services.

The Sites and Services may display links to other Internet sites or resources. Because SourceBoard has no control over such sites and resources, you acknowledge and agree that SourceBoard is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.

You further acknowledge and agree that SourceBoard shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

18. Indemnification

You agree to indemnify, defend and hold harmless SourceBoard, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of these Terms of Use by you; (b) the inaccurate or untruthful Content or other information provided by you to SourceBoard or that you submit, transmit or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. SourceBoard will have sole control of the defense of any such damage or claim.

19. Governing Law

These Terms shall be governed by and construed in accordance with the laws of New York, U.S.A. without regard to its conflict of law principles.

20. Changes to Terms

SourceBoard may, in its sole discretion, modify these Terms of Use at any time effective upon posting the modified Terms of Use on and in connection with the Sites and Services, with or without additional notice to you. You are responsible for regularly reviewing information posted on the Sites and Services to obtain timely notice of such changes. If you do not agree to the amended terms, you agree to immediately stop using the Sites and Services and to provide SourceBoard notice to remove you from any distribution lists or other communication list that are available to you through your use of the Sites and Services. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE .

21. Breach of Terms of Use and Liquidated Damages

You understand that the content in each report or record on SourceBoard has significant value to SourceBoard and that the damage caused to SourceBoard for any violation of these Terms of Use pertaining to a report or record will be difficult to accurately estimate. Thus, you shall be liable to pay us the following amounts as liquidated damages, and you agree that the liquidated damages are a reasonable estimate of SourceBoard’s damages for the specified breaches of these Terms of Use: If you post Content in violation of these Terms of Use, you agree to promptly pay SourceBoard One Thousand Dollars ($1,000) for each item of Content posted in violation of these Terms of Use. We may (but shall not be required to) to issue you a warning before assessing damages. If you display, copy, duplicate, reproduce, sell, re-sell or exploit for any purpose any Content in violation of these Terms of Use, you agree to pay One Hundred Dollars ($100) for each record or report that you displayed, copied, duplicated, reproduced, sold, re-sold or exploited for any purpose. If you use computer programming routines that are intended to aggregate records or reports from the Sites and Services or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden the Sites and Services, you agree to pay One Hundred Dollars ($100) for each report or record that is aggregated, disrupted, damaged or otherwise affected by you. Except as set forth in the foregoing subparagraphs (a) through (c), inclusive, you agree to pay the actual damages suffered by SourceBoard, including, but not limited to attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of these Terms of Use, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms of Use, or any combination thereof.

22. Entire Agreement

These Terms of Use and other agreements, rules, and policies incorporated by reference to these Terms including, without limitation, the Privacy Policy, constitutes the entire agreement between you and SourceBoard. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and SourceBoard regarding the subject matter contained in these Terms of Use. Additional terms and conditions may exist between you and third parties, including but not limited to, Service Providers and others. You represent and warrant that those third-party agreements do not interfere with your obligations and duties to SourceBoard under these Terms of Use.

23. Mutual Arbitration Agreement

Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and SourceBoard, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), you and SourceBoard may attempt to negotiate any Dispute informally (the "Informal Negotiations") before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this Section is your physical address that you have provided to SourceBoard. SourceBoard's address for such notices is: CoExcel Solutions, LLC d/b/a/ SourceBoard, Attn: Legal Department, 120 Hawley St. Binghamton, NY 13901 .

Arbitration. If a Dispute is not resolved through Informal Negotiations, you and SourceBoard agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, SourceBoard will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Subsection (4) below.

Excluded Disputes. You and SourceBoard agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.

WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. To fullest extent permitted by applicable law, You and SourceBoard agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.

Severability. You and SourceBoard agree that if any portion of this Section entitled "Mutual Arbitration Agreement" is found illegal or unenforceable, that portion will be severed, and the remainder of this Section will be given full force and effect.

24. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (either of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

25. Miscellaneous

If you breach any term of these Terms of Use or other agreement with SourceBoard, SourceBoard may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. SourceBoard’s remedies are cumulative and not exclusive. Failure of SourceBoard to exercise any remedy or enforce any portion of the Terms of Use at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter.

If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.

These Terms of Use are not assignable, transferable or sublicensable by you except with SourceBoard’s prior written consent. We may transfer, assign or delegate the Terms and its rights and obligations without consent.

Users of this Sites and Services are responsible for compliance with all applicable regulations and laws.

No joint venture, partnership, employment or agency relationship exists between you and SourceBoard as a result of these Terms of Use or use of the Sites and Services.

You acknowledge and agree that each of the Released Parties shall be an intended third-party beneficiary of these Terms of Use.