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LICENSE AND USAGE AGREEMENT OF CENTERPOINT CORPORATE SERVICES, INC.
("CCS") WEB SITE

PLEASE READ THIS USAGE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THIS WEB SITE. THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS WHICH APPLY TO YOUR USE OF THE CCS WEB SITE. BY USING THIS SITE OR THE SERVICES AVAILABLE IN THIS SITE, OR BY PURCHASING ANY PRODUCTS OR SERVICES THROUGH THIS SITE, YOU AGREE TO THE TERMS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE ANY OF THE SERVICES AVAILABLE THROUGH THIS SITE AND DO NOT PURCHASE ANY PRODUCTS THROUGH THIS SITE.

CenterPoint Corporate Services, Inc. ("CCS"), a corporation organized and existing under the laws of the State of Nevada, hereby grants you a limited, non-exclusive, non-assignable and non-transferable license to access and use the CCS online service operated by CCS on the World Wide Web (“CCS Web site”) provided and expressly conditioned upon your agreement that all such access and use shall be governed by all of the terms and conditions set forth in this Agreement. You hereby acknowledge and agree as follows:

1.   Information.  The “Information” shall mean all areas and any subscription or any other software, product, service, data or information provided by CCS or obtained through the interactive online service operated by CCS at the CCS Web site. CCS has entered into contractual relationships with certain vendors, sponsors, and advertisers (the "Vendors"), whereby CCS may link to or display Information, advertisements, discounts, products, goods, or services offered by the Vendors. CCS shall not be held liable, directly or indirectly, for any loss or damage caused by your use of any external site, Vendor Information, or Vendor product or service. Statements made on the CCS.com Web site concerning the products or services of CCS do not constitute an offer, but are merely solicitations of an offer.

Furthermore, this site may include facts, views, opinions and recommendations of individuals and organizations which are not affiliated with CCS. CCS may point or link to other sites located on services maintained by third parties that may be of interest to you but for which CCS has no responsibility. CCS does not guarantee or warrant the availability, accuracy, completeness or timeliness of or otherwise endorse any of these views, opinions or recommendations. CCS provides such pointer and linking functions only as a service to you and makes no representation or warranty as to the accuracy or any other aspect of the information contained on such Internet servers or sites. The Internet is a global network of computers that you use at your own risk. Certain sites on the Internet carry controversial, sexually explicit or other inappropriate materials. Neither CCS nor its affiliates, information providers or content partners (all of whom for purposes of this agreement are included within the term “CCS”) control or censor the Internet.

2.   Ownership. Copyright 2008 CenterPoint Corporate Services, Inc. All rights reserved. The Information is the valuable, exclusive property of CCS and nothing in this Agreement shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Information is protected by contract law and various intellectual property laws, including domestic and international copyright laws. Except as permitted in this Agreement, you may not copy, reproduce, republish, upload, post, transmit, adapt, distribute, commercially exploit, or publicly display the Information or any portion thereof in any manner whatsoever without CCS's prior written consent. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. CCS and its associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of CCS. All other product names and company logos mentioned herein are trademarks of their respective owners. 

3.   Restrictions. You may store in the memory of your computer and may manipulate, analyze, reformat, print and/or display for your use only the Information received or accessed through the CCS Web site pursuant to this Agreement. You may not resell, redistribute, broadcast or transfer the Information or use the Information in a searchable, machine-readable database or file. Unless separately and specifically authorized in writing by CCS, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, store or time-share the CCS Web site, any part thereof, or any of the Information received or accessed therefrom to or through any other person or entity. You agree to use the CCS Web site and Information for lawful purposes only. You agree not to post or transmit any information through the CCS Web site which (1) infringes the rights of others or violates their privacy or publicity rights, (2) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, or (3) is protected by copyright, trademark or other proprietary right without the express permission of the owner of such right. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from any uploading, posting or submission. CCS reserves the right to access, monitor, remove, or disable access to any of the data and/or images that you may have uploaded or posted in our sole discretion.

4.   Submissions. If you send us suggestions, ideas, notes, computer programs, data, drawings, concepts or other information of any kind (collectively, the “Data”), the Data shall be deemed, and shall remain, the sole and absolute property of CCS. Except as set forth in our Privacy Policy, none of the Data shall be subject to any obligation of confidence on the part of CCS and CCS shall not be liable for any use or disclosure of any Data. Without limitation of the foregoing, CCS shall exclusively own all now known or hereafter existing rights to the Data of every kind and nature throughout the universe and shall be entitled to unrestricted use, not inconsistent with our Privacy Policy, of the Data for any purpose whatsoever, commercial, or otherwise, without compensation to the provider of the Data. Unless otherwise provided, you hereby grant to CCS and its affiliates a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any message posted in the CCS Web site or any e-mail sent by you to CCS (in whole or in part) and to incorporate it in other works in any form, media or technology now known or later developed.

5.   Linking. You may link to the CCS home page located at www.CCS.com, but are not authorized to link to any other page on the CCS Web site without the prior express written consent of CCS. You may not use any of CCS's proprietary logos, marks, or other distinctive graphics, video, or audio material in your links without the express permission of CCS.  You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by CCS; 2) cause confusion, mistake, or deception; 3) dilute CCS's trademarks or service marks; or 4) otherwise violate state or federal law without the express permission of CCS.

6.   Fees and Payments. In consideration of your use of the CCS Web site and the license granted in this Agreement, you authorize CCS to charge to the credit card account designated by you during the purchase or request for service or products process any and all amounts owing pursuant to this Agreement. If you accept an online offer that includes a free trial period, CCS will not charge the amount owed to your credit card until after the free trial period expires. You may cancel any online order and avoid a charge to your credit card by going to the online catalog and following the online directions for canceling orders. Any sales or use taxes will be payable by you, if applicable.  The fees reflected in the rate schedule are subject to change at any time. Any such amended rate schedule shall be deemed accepted by you if you use the CCS Web site (or any portion thereof requiring additional fees) in any manner after the effective date of such changes. CCS reserves the right to modify the terms and conditions of this Agreement and the CCS Web site. Such modifications may include, without limitation, changes in prices, implementation of user priorities, implementation of rules for use by you, and discontinuance of functional aspects of the CCS Web site. CCS may also add, withdraw or modify Information within the CCS Web site or services or products provided through the CCS Web site at any time in its sole discretion. All notices and statements described above shall be displayed online, and such display shall constitute effective notice under this Agreement on the day CCS places them on the CCS Web site. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions.

7.   Password Disclosure. If, at any time, you learn or suspect that your password has been disclosed or otherwise made known to any person other than yourself, you agree to immediately notify CCS at support@CCS.com and to confirm such notice in writing within seventy-two (72) hours. Upon receiving such notice, CCS will assign a new password to you within a reasonable period of time. Reissuance and reactivation of such password may be subject to CCS's standard charges.

8.   Delays in Services. Neither CCS nor any of its licensors, licensees and Vendors (including its and their officers, directors, managers, employees, affiliates, agents, representatives or subcontractors) shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, date data processing failures, telephone interconnect problems, utility failures or problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, or to other like causes. CCS shall have no responsibility to provide access to the CCS Web site while the interruption of the CCS Web site due to any such cause shall continue.  Due to our interface with the auction site, CCS cannot guarantee that the CCS data, graphics and functions will be automatically placed on your auctions or that other services and functions will work at all times.

9.   Termination. Termination or cancellation of this Agreement shall not effect any right or relief to which CCS may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to CCS. This Agreement and the license rights granted hereunder shall remain in full force and effect unless terminated or canceled for any of the following reasons; 1) immediately by CCS if you fail to make any payment when due or your automatic credit card debit is denied for any reason; 2) immediately by CCS for any unauthorized access or use by you, including, without limitation: (i) concurrent access of the CCS Web site with identical Account Numbers and/or passwords; (ii) permitting another person or entity to use your Account Number to access the CCS Web site; or (iii) any other access or use of the CCS Web site except as expressly provided in this Agreement; 3) immediately by CCS if you assign or transfer (or attempt the same) any rights granted to you under this Agreement; 4) immediately, if you fail to abide by the rules and regulations relating to the use of, or tamper with or alter any of the Information contained in, or accessed through, the CCS Web site; 5) immediately, if you transmit or receive using the CCS Web site (or cause the same) in violation of any section of this Agreement (CCS, at its sole discretion, shall determine whether any information transmitted or received violates this provision); or 6) immediately, if you violate any of the other terms and conditions of this Agreement.

10.  Monitoring. You acknowledge that CCS reserves the right to, and may from time to time, monitor any and all Information transmitted or received through the CCS Web site. CCS, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Information which CCS deems inappropriate or that violates any term or condition of this Agreement. During monitoring, information may be examined, recorded, copied, and used for authorized purposes. Use of this computer system, authorized or unauthorized, constitutes consent to such monitoring. Unauthorized uses and unauthorized users of the CCS Web site will be prosecuted to the full extent of the law.

11.  Equipment and Operation. You shall provide and maintain all telephone and other equipment necessary to access the CCS Web site, and the costs of any such equipment and/or telephone connections or use, including any applicable taxes, shall be borne solely by you. You shall reimburse CCS for any such costs incurred by CCS due to your use of the CCS Web site. Such reimbursement shall be billed to you and payable in accordance with Section 6 of this Agreement. You are responsible for operating your own equipment and for familiarity with the Information used with or available through the CCS Web site. CCS reserves the right to refuse assistance or to charge additional fees if you seek assistance from CCS with respect to such Information or any other matters not directly relating to the operation of the CCS Web site

12.  Limited Warranty. You acknowledge that the Vendor Information and links provided through the CCS Web site are compiled from sources which are beyond the control of CCS. Though such Information is recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies may occur and CCS and its licensors and Vendors do not warrant the accuracy or suitability of the Information. FOR THIS REASON, YOU ACKNOWLEDGE THAT THE CCS WEB SITE AND THE PRODUCTS AND SERVICES AVAILABLE TO YOU THROUGH THE CCS WEB SITE ARE PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS. CCS AND ITS LICENSORS AND VENDORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT OR ADEQUACY TO PRODUCE ANY PARTICULAR RESULT. FURTHER, CCS AND ITS LICENSORS AND VENDORS DO NOT REPRESENT OR WARRANT THE ACCURACY OR RELIABILITY OF THE USE OF, OR THE RESULTS OF THE USE OF, THE CCS WEB SITE, THE SERVICES OR PRODUCTS PROVIDED BY THE CCS WEB SITE, OR THE KNOW-HOW OR OTHER INFORMATION CONTAINED IN THE CCS WEB SITE OR THAT THE CCS WEB SITE WILL MEET YOUR REQUIREMENTS OR WILL BE SUITABLE FOR YOUR NEEDS. CCS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND YOU (AND NOT CCS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. Under this Agreement, you assume all risk of errors and/or omissions in the CCS Web site, including the transmission or translation of Information. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the CCS Web site, including the Information, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under the Agreement.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

13.  Limitation of Liability. YOU AGREE THAT CCS AND ITS LICENSORS AND VENDORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS) SHALL NOT IN ANY EVENT, INCLUDING BUT NOT LIMITED TO CCS’S NEGLIGENCE, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE CCS WEB SITE OR THE PRODUCTS OR SERVICES ACCESSED THROUGH THE CCS WEB SITE. IN NO EVENT SHALL CCS’S TOTAL LIABILITY FOR ALL DAMAGE, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE CCS WEB SITE, EVEN IF CCS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE ABOVE LIMITATION OF LIABILITY SHOULD FAIL IN ITS ESSENTIAL PURPOSE FOR ANY REASON, SUCH LIABILITY IS AND SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO TEN (10%) PERCENT OF THE SUMS PAID TO CCS BY YOU UNDER THE TERMS OF THIS AGREEMENT OR $100.00, WHICHEVER IS GREATER, AS LIMITED DAMAGES AND NOT AS A PENALTY EVEN IF CCS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS SECTION 14 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.  CCS shall not be liable, regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the Information provided by or the know-how or other information contained within the CCS Web Site or the services or products provided through the CCS Web Site or for any delay or interruption in the transmission thereof to the site user, for any claim or loss arising therefrom or occasioned thereby. CCS shall not be liable for any damages for lost data, use, profits, savings or goodwill that results from use of or inability to use Information, services, products or software contained within the CCS Web site. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THIS CLAUSE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

14.  Indemnification. YOU AGREE TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS CCS AND ITS LICENSORS AND VENDORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR CONTRACTORS) FROM AND AGAINST ALL CLAIMS BROUGHT BY ANY PERSONS ARISING FROM OR RELATING TO YOUR ACCESS AND USE OF THE CCS WEB SITE, INCLUDING BUT NOT LIMITED TO, THE ACCESS TO AND USE OF THE INFORMATION, SERVICES AND/OR PRODUCTS OBTAINED THROUGH THE CCS WEB SITE.  CCS is not involved in any transaction between you and a bidder/buyer and has no responsibility for such interactions and transactions nor responsibility for financial gains or losses you may incur by virtue of these interactions.

15.  Privacy. The CCS Web site only collects and utilizes personal information pursuant to our Privacy Policy.  CCS will not transfer identifying information about you to any other party unless otherwise stated at the time of collection. CCS may use aggregate data that does not contain personally identifying information for marketing and other similar purposes.  CCS may place a "cookie" in the browser files of your computer. Such cookie does not contain any personally identifying information.

16.  No Conflicting Terms. If there is any conflict between this Agreement and any help text, manuals or other documents, this Agreement shall govern, whether such other documents are prior to or subsequent to this Agreement, or are signed or acknowledged by any director, officer, manager, employee, representative or agent of CCS.

17.  Attorney's Fees. If CCS takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collection of any amounts due hereunder, CCS shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorney's fees and any costs of any litigation.

18.  Governing Law; Limitations; Venue. This Agreement shall be governed by the laws of the State of Nevada, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the CCS Web site contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accused. Further, any such claim or cause of action may only be brought in the state or federal courts located in Washoe County, Nevada, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Nevada as your agent for service of process. You agree to waive any objection that the state or federal courts of Washoe County, Nevada are an inconvenient forum.

19.  Jurisdictional Issues. Unless otherwise specified, the materials in this Web site are presented solely for the purpose of promoting programs, services, and other products available in the United States, it territories, possessions and protectorates. This site is controlled and operated by CCS from its offices within the state of Nevada, United States of America. CCS makes no representation that materials in this site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

20.  Severability. If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision). As so reformed or modified, the court shall fully enforce this Agreement.

21.  Entire Agreement. THIS AGREEMENT IS COMPLETE AND EFFECTIVE AT THE TIME YOU AGREE TO IT BY ACCESSING THE CCS WEB SITE, REQUESTING OR PURCHASING PRODUCTS OR SERVICES THROUGH THE CCS WEB SITE, AND THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND NO OTHER AGREEMENT, WRITTEN OR ORAL, EXISTS BETWEEN YOU AND CCS.


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