Member Agreement:

READ THESE TERMS CAREFULLY BEFORE USING THE IC SOURCE INTERNET WEB SITE AND THE SERVICES PROVIDED THEREON (the "IC Source Site"). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE SUCH SERVICES. YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" AND YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.

THIS MEMBER AGREEMENT (the "Agreement") is between you and IC Source, Inc. ("IC Source"), with a mailing address at P. O. Box 5166, Saratoga Springs, New York 12866. You and IC Source are each sometimes referred to in this Agreement as a "party", and collectively as the "parties". You and IC Source hereby agree as follows:

1. Acceptance.

The IC Source Site is not open to the public and may only be accessed by those approved members who agree to be bound by the terms of this Agreement and pay a membership fee. You acknowledge that you have read these terms and conditions of use and that you accept the terms hereof. YOU AGREE TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS IC SOURCE WEB SITE. If you do not agree to these terms and conditions of use, you may not access or otherwise use this IC Source Site. Upon your review and acceptance of these terms and conditions, IC Source will review your application for membership, and if approved, will forward to you by email a user name and password authorizing you to use the IC Source Site.

2. Use of Materials Collected.

IC Source may monitor your use of this IC Source Site, and may freely use and disclose any information and materials received from you or collected through your use of the IC Source Site for any lawful reason or purpose.

3. Changes to this Member Agreement.

IC Source reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. IC Source will notify you by email at the address you provide on your COMPANY PROFILE of the occurrence of any changes in the Agreement. You agree that it shall be your responsibility to log on to the IC Source Site at least once every thirty (30) days, review any email you may receive from IC Source and notify IC Source at support@icsource.com promptly if you change email accounts or if you would prefer to receive notices from us at a different account from the one you are presently using. Otherwise, it will be your responsibility and obligation to check the legal section of the IC Source Site whenever you access it to determine if there have been any changes to this Agreement. You may notify us at support@icsource.com at any time before, or within thirty (30) days after, any modification takes effect, to advise us that you do not accept the proposed modification. If we do not receive such a communication from you in the time prescribed, the modification will be deemed to have been accepted by you. You agree and understand that we reserve the right to unilaterally terminate your access privileges or otherwise deny you access to the IC Source Site if you decline to be bound by any proposed modifications to this Agreement, subject to your rights under paragraph 6 of this Agreement.

4. Copyright.

The IC Source Site is protected by copyright pursuant to U.S. copyright laws, international conventions and other copyright laws. Materials contained on the IC Source Site are protected by copyright, and are owned or controlled by IC Source or the party credited as the provider of the content. You will abide by any and all additional copyright notices, information or restrictions contained in any content on the IC Source Site.

5. Confidential Information.

Information, data, methods, displays, user names, passwords and software provided to you by IC Source or available to you on the IC Source Site (collectively, "Confidential Information") include trade secrets and proprietary information belonging to IC Source. You may not disclose to any person or entity any portion of any Confidential Information, except to an employee of yours who needs to know such information to fulfill his or her duties to you within the scope of such employee's employment ("Authorized Employees"). You may only use Confidential Information in the conduct of your ordinary business activities and in accordance with this Agreement. All user names and passwords supplied to you are non-transferable and may be used only by your Authorized Employees. Confidential Information shall not apply to any information that you can establish is in the public domain (and did not fall into the public domain as a result of your violation of law, or breach of this Agreement or any other confidentiality agreement), or was in your possession before you gained access to it at the IC Source Site, or was received from a third party who was in lawful possession of it without any confidentiality restrictions. Nothing in this Agreement shall prevent you from disclosing information obtained at the IC Source Site if compelled to do so by a court of law or government agency, on condition that you provide advance notice to IC Source and allow IC Source a reasonable opportunity to intervene in the proceeding to protect the confidentiality of the information.

6. Continuity of Service; Termination.

IC Source may change, suspend or discontinue any aspect of the IC Source Site at any time, including the availability of any IC Source Site feature, database or content. IC Source may also impose limits on certain features and services or restrict your access to parts or all of the IC Source Site without notice or liability. We may, in our sole discretion and without any prior notice, close the IC Source Site or deny you access to it and delete any files that you may maintain at the IC Source Site and any information that you may choose to post here. You should keep a copy of any material that you post to the IC Source Site because we will not undertake to retain copies of any material that we or others may delete from the IC Source Site. This Agreement shall continue in force until IC Source discontinues providing services on the IC Source Site or until either IC Source or you terminates your membership. Upon termination of your membership, all your rights to use the IC Source Site will terminate. Either you or IC Source may terminate your membership for convenience at any time for any reason or for no reason. Upon such termination by IC Source, IC Source shall refund to you a pro rata portion of the membership fee you paid for your current membership term, based on the number of months remaining in the term following the month during which the termination occurs. Upon such termination by you, IC Source shall refund to you a pro rata portion of the membership fee you paid for your current membership term, based on the number of months remaining in the term following the month during which the termination occurs, less a cancellation fee of Seventy Five United States Dollars ($75 US). If this Agreement terminates or your access to the IC Source Site is suspended, you shall continue to be bound by all obligations set forth in this Agreement for a period of five (5) years or until the expiration of all applicable statute of limitations periods, whichever is longer. You will not be bound by any modifications to this Agreement that may take effect after you or IC Source terminate our contractual relationship.

7. Your Representations and Warranties.

You represent, warrant and covenant that: (a) you shall not upload, post or transmit to or distribute or otherwise publish through the IC Source Site any materials that (i) restrict or inhibit any other user from using and enjoying the IC Source Site, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, (vi) constitute or contain false or misleading indications of origin or statements of fact; and (b) you are at least eighteen (18) years old.

8. Representations, Warranties and Covenants of Sellers.

In addition to your representations, warranties and covenants in paragraph 7 above, if you post goods for sale on the IC Source Site, you hereby represent and warrant to IC Source that (a) you have all necessary rights to advertise the goods on the IC Source Site throughout the world, (b) the goods and their design and advertisement do not infringe any copyright, trademark, patent, trade secret or other property or proprietary right of any third party, (c) you have all necessary releases to use with the advertisement of your goods on the IC Source Site for the full term of this Agreement throughout the world, any photographs, drawings and images of the goods, and any name, likeness and statement of any model or spokesperson used in any such advertisement, and (d) you will not target any advertisement to, or sell or ship any goods to, or from, any jurisdiction where such act is prohibited by the laws or regulations of such jurisdiction.

9. Your Indemnity Obligation.

You hereby agree to indemnify, defend and hold IC Source, and all its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the Agreement or the foregoing representations, warranties and covenants, including, without limitation, attorney fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. IC Source reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of IC Source.

10. Linking.

Links to and from IC Source Site to other sites maintained by third parties do not constitute an endorsement by IC Source or any of its subsidiaries or affiliates of any third party resources or their contents. IC Source disclaims any and all responsibility for content contained in any third party materials provided through links from the IC Source Site.

11. No Endorsement.

IC Source does not represent or endorse the accuracy or reliability of any advice, opinion, statement, advertisement, data or other information displayed or distributed through the IC Source Site. You acknowledge that any reliance upon any such advice, opinion, statement, advertisement, data or other information shall be at your sole risk. IC Source reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the IC Source Site.

12. Objectionable Materials.

IC Source does not and cannot review all materials posted to the IC Source Site by members, and IC Source is not responsible for any such materials posted by members. IC Source reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in IC Source's sole discretion are objectionable or in violation of this Agreement. While IC Source will do its best to enforce the terms of this Agreement, we cannot warrant or represent that other members will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so.

13. WARRANTY DISCLAIMER.

THE IC SOURCE SITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE IC SOURCE SITE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IC SOURCE AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE IC SOURCE SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE IC SOURCE SITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE IC SOURCE SITE OR ANY LINKED SITE. FURTHER, IC SOURCE AND ITS AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IC SOURCE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE IC SOURCE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE IC SOURCE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IC SOURCE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE IC SOURCE SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

14. LIABILITY DISCLAIMER.

YOU SHALL USE CONFIDENTIAL INFORMATION, AND ANY OTHER INFORMATION YOU OBTAIN FROM THE IC SOURCE SITE AT YOUR OWN RISK. IC SOURCE SHALL NOT BE RESPONSIBLE FOR ERRORS OR OMISSIONS IN CONFIDENTIAL INFORMATION OR ANY OTHER INFORMATION. IC SOURCE ASSUMES NO LIABILITY FOR LOSSES INCURRED ARISING OUT OF YOUR USE OR APPLICATION OF ANY CONFIDENTIAL INFORMATION OR ANY OTHER INFORMATION. IC SOURCE SHALL NOT BE LIABLE TO YOU, AND YOU SHALL INDEMNIFY, DEFEND AND HOLD IC SOURCE HARMLESS, FROM AND AGAINST ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF THE YOUR SALE, SERVICE, FURNISHING, PERFORMANCE OR USE OF ANY CONFIDENTIAL INFORMATION OR ANY OTHER INFORMATION PROVIDED TO YOU OR OBTAINED BY YOU UNDER THIS AGREEMENT.

15. Right to Use Communications.

By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively "Communications") to the IC Source Site, you hereby grant to IC Source a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against IC Source for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.

16. No Expectation of Privacy.

You acknowledge that transmissions to and from the IC Source Site are not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to IC Source, no confidential, fiduciary, contractually-implied or other relationship is created between you and IC Source other than pursuant to this Agreement.

17. Governing Law; Dispute Resolution.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF ALBANY, STATE OF NEW YORK.

18. Entire Agreement; Limitations of Actions; Unenforceability.

This Agreement constitutes the entire agreement between IC Source and you with respect to your use of the IC Source Site. Any cause of action you may have with respect to your use of the IC Source Site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.

19. Injunctive Relief.

Any breach of this Agreement by you may cause irreparable harm to IC Source for which monetary damages may be inadequate. You agree that IC Souce shall be entitled to an injunction to restrain you from any such breach, suspected breach or threatened breach. Nothing in this Agreement shall be construed as preventing IC Source from pursuing any other form of remedy at law or in equity for any such breach, suspected breach or threatened breach.

20. Waiver.

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.

21. Binding Effect; No Third Party Beneficiaries.

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 under this Agreement or have any rights to enforce any part of this Agreement.

22. Section Headings.

The headings of the numbered paragraphs of this Agreement are for convenience only, and shall not be deemed to alter or effect any provision of this Agreement.