Updated May 24th 2003

A "Member" shall be entitled solely to those privileges explicitly set forth in this Agreement.

TERMS. This Membership Agreement is effective upon receipt and acceptance of a Member Application Form by The Broker Forum Inc. and shall continue until either party terminates the Agreement. Either party may terminate this Agreement for any reason, or no reason at all, upon written notice to the other party. Member agrees that THE BROKER FORUM, in its sole discretion, shall have the right to terminate Member's access to THE BROKER FORUM Website at any time, for any reason, and that THE BROKER FORUM shall not be obligated to disclose such reason to Member. Termination of Member's access to THE BROKER FORUM's Website is sufficient notice of termination of this Agreement.

ACCESS AGREEMENT. This Agreement is not a transfer or a license of any of THE BROKER FORUM's rights. By accessing THE BROKER FORUM's Website, Member expressly acknowledges acceptance of the terms of this Agreement. Member agrees that THE BROKER FORUM has the right to deny any individual access to its Website. Unauthorized access to THE BROKER FORUM's Website is expressly forbidden. THE BROKER FORUM's 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 THE BROKER FORUM's Website includes trade secret and proprietary information belonging to THE BROKER FORUM. Member agrees not to copy or disclose to third parties, in whole or in part, any portion of the information or software. Member also agrees that all Username and Password supplied to the Member are non-transferable and may only be used by those parties expressly named in this Agreement. The provisions of this Confidential Disclosure section shall survive the termination of this Agreement.

DISCLAIMER. THE BROKER FORUM assumes no liability for losses incurred in the use or application of the software or the data contained therein. THE BROKER FORUM 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.

USE OF THE INFORMATION. THE BROKER FORUM 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, "Offers" and "Requirements" 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.

THE BROKER FORUM will not distribute or make known the inventory of a member except through the use of the functions on THE BROKER FORUM web site, the XML Speed Search feature or the "Web Wizard" 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 BROKER FORUM web site and/or features is highly confidential and is not shared with third party companies or individuals. Furthermore, all activities such as spamming, multiple posting of same offers or requirements, etc and any other abuse of existing functionalities will not be tolerated.

SERVICE FEES. The Broker Forum, in its sole discretion, shall have the right to modify any portion of its fee structure for any reason, at anytime without prior notice. Changes to the fee structure shall become effective once posted on the Site and shall apply to all new or renewed subscriptions which become effective on the day of such posting. Fees paid in advance are non-refundable and/or non-transferable if you cancel your subscription prior to its term or if The Broker Forum terminates your access to the Site as a result of your non-compliance to the Terms of Use. Unless otherwise stated, all fees are quoted in US Dollars. You are responsible for paying all fees associated with the Services and all applicable taxes.

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. This Agreement is entered into at Montreal, Canada and shall be governed by laws of the Province of Quebec. An electronically send agreement shall be as valid as a written agreement. The parties agree that this Agreement shall be written in English only. Les parties conviennent que cette entente soit écrite en anglais seulement.

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