POWER SITE FACTORY MEMBER AGREEMENT

1. Acceptance of Terms
   This is a legal agreement ("Agreement") between you, the user, together with any company or other business entity you are representing, if any (collectively, the "Member") and Yfactor Inc. owner and operator of the Power Site Factory product and service (collectively "Yfactor"). This Agreement governs the access and use of all services for which Member registers and which are provided by or through the Power Site Factory Web Site and Power Site Factory's online resources, including without limitation the Power Site Factory Web site building and hosting services (collectively, the "Service"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PURCHASE, USE OR ACCESS THE SERVICE.
   
   The Service is offered to Member conditioned upon Member's acceptance without modification of this Agreement. Member acknowledges that, from time to time, it may be necessary for Yfactor to update or revise certain provisions of the Agreement. By joining Power Site Factory and accepting this Agreement, Member agrees that Yfactor may change the terms of the Agreement in its sole discretion without specific notice to Member. If Member does not agree to the changes proposed by Yfactor, or to any terms in this Agreement, Member's sole and exclusive remedy is to cancel Member's Power Site Factory account ("Member's Account"). Notwithstanding the foregoing, Yfactor reserves the right to cancel, suspend or refuse access to the Service to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Agreement.
   
   
2. General Use of the Service
   Member shall not use the Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Member agrees that Member will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Web site, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Service other than for use in creating a Web site ("Member Web Site") in accordance with this Agreement. This means, among other activities, that Member agrees not to engage in the practices of "screen scraping", "database scraping", or any other activity with the purpose of obtaining lists of users or other information. Member agrees that Member will not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service. Except with the written permission of Yfactor, Member agrees that Member will not access or attempt to access password protected, secure or non-public areas of the Service. If Member attempts to access prohibited areas of the Service, Member may be subject to prosecution.
   
   
3. Charges and Billing
   Member hereby authorizes Yfactor to charge Member's credit card in advance for all applicable fees incurred by Member in connection with Member's chosen Service and Member's Account. Member's Service and Account will automatically renew at the end of the subscription period, unless the Service or Member Account is terminated in advance of the end of the then-current term. If there are any annual, monthly or similar periodic subscription fees associated with the Member Account, these fees will be billed automatically to the Member's designated credit card at the start of each renewal period, unless Member terminates the Service before the relevant period begins. If you registered for the Service using a Power Site Factory promotional code, after the initial promotional period expires, your subscription will automatically be renewed and billing will continue at the then-current price for the Service if no other foretold price change was pledged to you. Member further acknowledges that it is Member's responsibility to notify Power Site Factory or Yfactor of any changes to Member's credit card or if Member's credit card has expired otherwise Member's access to the Service may be disconnected or interrupted. All fees shall be paid in U.S. or in Canadian Dollars as per the member agreement.
   
   Yfactor reserves the right to change any fees (which includes but is not limited to, charging a fee for upgrades and/or a Service for which Yfactor does not currently charge a fee) at any time, provided, however, that such modifications are communicated to the member in advance of billing. In addition, Yfactor will also give you reasonable notice before any modification to the Service that could adversely impact your Member Site. If you find any change to the Service to be unacceptable, you are free to cancel any part of the Service or your Member Account at any time, and Yfactor will refund the remaining pro-rated portion of Member's pre-paid fees when Member cancels any part of the Service or Member's Account. The answer to many common billing questions can be found in the Power Site Factory Help Files.
   
   Member agrees to pay Member's Account balance on time. Member also agrees to pay any taxes, including sales or use taxes, resulting from Member's use of the Service. Member is responsible and liable for any fees, including attorney and collection fees, that Yfactor may incur in its efforts to collect any remaining balances due from Member. This Section 3 shall in no way limit any other remedies available to Yfactor. Member also acknowledges and agrees that Member will be billed for and will pay any outstanding balances if Member cancels Member's Account or Member's Account is terminated. Member must notify Yfactor of any billing problems or discrepancies within sixty (60) days after they first appear on Member's credit card account statement. If Member does not notify Yfactor within sixty (60) days, Member waives any right to dispute such problems or discrepancies.
   
   If you have registered for a trial of the Service ("Trial Period"), you will have the entire Trial Period within which to purchase the Service you are using in order to retain any Member Content that is on the Member Site(s) that you built during the Trial Period. If you have not purchased the Service by the end of the Trial Period, all of your Member Content will be deleted. Yfactor is not responsible for any damages to you in the event you decide not to purchase the Service and Yfactor deletes your Member Content after the Trial Period expires.
   
   
4. Member Registration/Privacy Policy
   In order for Member to participate in the Service, Power Site Factory will require Member to provide specific information about Member and Member's business. If Member chooses to participate and build a Member Web Site, Member agrees to provide true, accurate and complete information and to refrain from impersonating or falsely representing Member's affiliation with any person or entity. Member shall be responsible for maintaining the confidentiality of Member's Account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. Member shall be responsible for all actions by such users, including without limitation former employees and former partners, and shall indemnify Yfactor for such actions as set forth in Section 13.
   
   Any information supplied by Member upon registering for the Service and any other information about Member and/or Member's business (collectively, "Member Data") is subject to the Power Site Factory Privacy Policy. For more information, Member may review the Power Site Factory Privacy Policy.
   
   
5. Member Account Limitations
   Member hereby acknowledges that Power Site Factory may, from time to time, establish general practices and limits concerning the use of the Service, including without limitation, (a) the maximum number of days that content posted on the Member Web Site will be retained by Power Site Factory, (b) the maximum limits on bandwidth usage that will be allotted to Member, and (c) maximum limits on storage space. Any of the foregoing limits will be consistent with the Service (including any upgrades) for which Member has registered. Member agrees that Yfactor has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Service. Member further acknowledges and agrees that Power Site Factory reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
   
   
6. Content Submitted to Power Site Factory
   Power Site Factory enables Members to disseminate and exchange thoughts and opinions with the public through the creation of Member Web sites. Although Yfactor firmly believes in the value of free and open dissemination and exchanges, it is under no obligation, but does reserve the right, to monitor, pre-screen, or otherwise censor Member's thoughts and opinions. Therefore, Yfactor cannot be responsible for the appropriateness, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such thoughts and opinions. Member acknowledges that Member should always use caution when posting any personally identifying information about Member or Member's employees on the Member Web Site, or any other user Web sites.
   
   
7. Member Conduct
   Member's right to use the Service is personal to Member and Member's company and its employees (if applicable). Member, and not Yfactor, is entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Member Content") posted via the Service. Member, and not Yfactor, is also responsible for compliance with all laws, regulations and ordinances connected with all aspects of Member's use of the Service. Member shall not use the Service for any illegal purpose in violation of any local, state, federal, municipal, provincial or international law. Member must provide all required and appropriate warnings, information and disclosure, comply with all applicable laws and regulations, and take all other required and appropriate actions (collectively, "Information and Actions") in connection with Member's use of the Service. If the Service does not provide adequate facility or features for Member to provide such Information and Actions, then Member shall not use the Service.
   
   Yfactor does not control the Member Content posted via the Service and as such, does not guarantee the accuracy, integrity or quality of such content. Yfactor reserves the right, but is not obligated to review the Member Content posted via the Service and to refuse or remove any such materials in its sole discretion, without notice at any time. Yfactor also reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, from the Member Content at Yfactor's sole discretion.
   
   With respect to the content on the Member Web Site, Member agrees not to:
   
   
   1. post, upload or otherwise transmit any content which is misleading to others or impersonate any person or entity or falsely state or otherwise misrepresent Member's affiliation with a person or entity to others, including, but not limited to, consumers;
   2. post, upload or otherwise transmit any content that is inappropriate, harmful to minors, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
   3. post, upload or otherwise transmit any content that Member does not have a right to post and transmit under any law or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment relationships or under nondisclosure agreements);
   4. post, upload or otherwise transmit any content, such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party;
   5. post, upload or otherwise transmit any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or attempt to access the accounts of others, or attempt to penetrate security measures of Power Site Factory, its vendors or suppliers or other entities' systems ("hacking"), whether or not the intrusion results in corruption or loss of data;
   6. post, upload or otherwise transmit any materials that impose an unreasonable or disproportionately large load on Power Site Factory's infrastructure that exceed the limits provided by the Service for which Member registered;
   7. post, upload or transmit any unsolicited or unauthorized advertising, promotional materials, "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
   8. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
   9. intentionally or unintentionally violate any applicable local, state, national, municipal, provincial, federal or international law, including, but not limited to, regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchanges, including without limitation, the New York Stock Exchange, the Toronto Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
   10. forge any headers or other manipulation of identifiers in order to disguise the origin of any content transmitted through the Service;
   11. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; or
   12. sell, distribute, disseminate or link to any sites for marketing, sales, distribution of: firearms, explosives, ammunition, liquor, tobacco products and any other products or services that (i) Member cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via the Member Web Site could cause Yfactor to violate any law, statute or regulation.
       
       
8. Third Party Content
   For Member's convenience, the Service, which includes the Power Site Factory Web site, contains products, services, content and information from third party providers (which includes advertisers and affiliates) and/or links to their Web sites ("Third Party Content"). Such Third Party Content is not under the control of Power Site Factory and Yfactor is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. Yfactor is under no obligation, but does reserve the right to pre-screen Third Part Content available on the Service and does not assume any responsibility or liability for the content provided by others. Yfactor is providing such Third Party Content to Member only as a convenience, and the inclusion of such content does not imply endorsement by Yfactor of such content or the affiliate or advertiser. Member may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites. Yfactor does reserve the right to remove content that, in Yfactor's judgment, does not meet its standards, but Yfactor is not responsible for any failure or delay in removing such material.
   
   Yfactor is not and will not be responsible for (i) the terms and conditions of any transaction between Member and any third party, (ii) any insufficiency of or problems with any such third party's background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that Member has a dispute with any such third party, Member releases Yfactor (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
   
   
9. DISCLAIMER OF WARRANTIES.
   MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT:
   
   
   1. MEMBER'S USE OF THE SERVICE IS AT MEMBER'S SOLE RISK. YFACTOR AND ITS SUPPLIERS PROVIDE THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, THE POWER SITE FACTORY WEB SITE AND THE MEMBER WEB SITE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
      
   2. YFACTOR AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY MEMBER THROUGH THE SERVICE WILL MEET MEMBER'S EXPECTATIONS.
      
   3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, THE POWER SITE FACTORY WEB SITE OR MEMBER WEB SITES IS DONE AT MEMBER'S OWN DISCRETION AND RISK, AND MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
      
      
10. LIMITATION OF LIABILITY
    IN NO EVENT SHALL YFACTOR AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF YFACTOR OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH
    
    
    1. THE USE OR INABILITY TO USE THE SERVICE,
       
    2. THE PROVISION OF OR FAILURE TO PROVIDE SERVICES,
       
    3. FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE,
       
    4. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR
       
    5. ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES OR PROVINCES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO MEMBER. IN NO EVENT SHALL YFACTOR'S AGGREGATE LIABILITY TO MEMBER AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT MEMBER ACTUALLY PAYS TO YFACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR $500.00, WHICHEVER IS LESS.
       
       

    Without limiting the foregoing, neither Yfactor nor its suppliers is responsible for any of Member's data residing on the Service or Yfactor's suppliers' hardware. Member is responsible for backing-up Member's data and information that may reside on the Service or Yfactor's suppliers' hardware, whether or not such information is produced through the use of the Service. It is Member's responsibility to take the necessary steps to ensure that Member's primary means of business is maintained (if applicable).
    
    

11. Proprietary Rights to Member Content
    Yfactor does not claim ownership of the Member Content that Member provides to Power Site Factory and/or places on the Member Web Site. However, Member grants Yfactor a worldwide, royalty-free, non-exclusive license to (i) host, use, reproduce, modify, distribute, transmit, combine with information provided by third parties, and publicly display the Member Content on and through the Service and in Yfactor's promotional or advertising materials (only for the limited purpose of promoting the Service), and (ii) sublicense to third parties such Member Content to the extent necessary for the creation and maintenance of, in part or in whole, such Web sites. No compensation will be paid or due Member with respect to Yfactor's or its sublicensee's use of the materials as licensed above. By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through any Member Web site, Member warrants and represents that Member owns or otherwise controls the rights necessary to do so and to grant Yfactor the license set forth above, Member will defend and indemnify Yfactor and its suppliers from any third party claim related to a breach of any of the foregoing representations and warranties.
    
    
12. Power Site Factory Proprietary Rights/Software Licenses
    Member acknowledges and hereby agrees that the Service and any software used in connection with the Service (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Member further acknowledges and agrees that content contained in sponsor advertisements or information presented to Member through the Service, advertisers and/or Discussion Boards is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws.
    
    Power Site Factory provides Member with a non-exclusive, non-transferable, limited license to use the Software, which Member agrees to use in accordance with this Agreement. Member may not sub-license or charge others to use or access the Software without first obtaining written permission from Yfactor. The Software is owned by Yfactor and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of Yfactor and its suppliers and are protected by trade secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. MEMBER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.
    
    
13. Indemnification
    Member agrees to indemnify and hold Yfactor and its suppliers, affiliates, partners, subsidiaries and employees (collectively, the "Indemnified Parties") harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys' fees), incurred by an Indemnified Party arising out of or related to (i) Member's breach of this Agreement; (ii) any information (including but not limited to Member Data and Member's publicly posted information) submitted, posted, or otherwise provided by Member at the Member Web Site and/or to Yfactor and/or its affiliates; (iii) any dispute or litigation between an Indemnified Party and a third party caused by Member's actions; and (iv) Member's negligence or violation or alleged violations of any rights of another. These obligations will survive any termination of Member's relationship with Yfactor or Member's use of the Service. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Yfactor and/or its suppliers, affiliates, partners, subsidiaries and employees.
    
    
14. Copyright and Trademark Notices
    All materials of the Service and the Software (as well as the organization and layout of the Power Site Factory Web Site) are owned and copyrighted or licensed by Yfactor, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials of the Service, which includes the Power Site Factory Web Site and/or the Software, is permitted without the written permission of Yfactor. Any rights not expressly granted herein are reserved.
    
    Yfactor, Yfactor.com, Power Site Factory, My Site Factory, powersitefactory.com, mysitefactory.com, the Yfactor logo, Power Site Factory logo and other Yfactor or Power Site Factory logos and product and service names are trademarks of Yfactor Inc. (the "Yfactor Marks"). Member agrees not to display or use the Yfactor Marks in any manner whatsoever without Yfactor's prior permission.
    
    
15. Notification of Claims of Copyright Infringement
    Any notifications of claimed copyright infringement should be sent to Yfactor at info@yfactor.com
    
    
16. Modification of the Service
    Yfactor reserves the right, at its sole discretion, to, at any time, modify, or discontinue the Service, temporarily or permanently, (or any part thereof), including the imposition of limits on certain features and services or restriction of access to parts or all of the Service, with or without notice. Member agrees that Yfactor shall not be liable to Member or to any third party for any modification, suspension or discontinuance of the Service. Member further agrees that Yfactor shall have the right to remove any features from the Member Web Site, with or without notice to Member, at any time at Yfactor's sole discretion, if Yfactor discontinues offering a feature for any reason. If Member does not agree to any such modifications, Member's sole and exclusive remedy is to cancel Member's Account.
    
    
17. Termination/Cancellation of Member Account
    Either Member or Yfactor may terminate or cancel Member's Account (or any part of the Service) at any time and Yfactor will refund the remaining pro-rated portion of Member's pre-paid fees when Member cancels any part of the Service or Member's Account.
    
    Termination by Member. Member may cancel the Member Account or any part of the Service at any time. To cancel the Service, Member must completely fill in and submit the Cancellation Form on the Power Site Factory Web site. Member will receive an email from Power Site Factory, which Member must confirm in order to process the cancellation request. It is the sole responsibility of the Member to inform Power Site Factory of any changes in personal information (such as email address) prior to cancellation. In the event that Member does not respond to email for cancellation confirmation, Yfactor reserves the right to continue service indefinitely. There is no cancellation fee and Yfactor will refund the remaining pro-rated portion of Member's pre-paid fees when Member cancels any part of the Service or Member's Account. The answer to many common billing questions can be found in the Power Site Factory Help Files.
    
    Termination by Yfactor. Yfactor may terminate Member's Web Site and/or Member's Account if Yfactor determines, in Yfactor's sole discretion, to discontinue offering the Service. Additionally, Yfactor, in its sole discretion, may terminate Member's Web Site, Member's Account or Member's use of the Service for any reason, including, without limitation, (i) if Member breaches this Agreement, (ii) if Yfactor is unable to verify or authenticate any information that Member provides to Yfactor, or (iii) if Yfactor believes that Member has violated or acted inconsistently with the spirit of this Agreement. If Yfactor terminates Member's Account pursuant to (i), (ii) or (iii) above, Member will forfeit all credits, pre-paid fees, and any other amounts accruing to Member, if any, and Yfactor shall not be required to refund, redeem, or pay amounts to Member upon such termination.
    
    Effect of Termination. Upon termination of Member's Account for any reason, Yfactor reserves the right to (a) collect all charges, fees, commitments and obligations incurred or accrued by Member; (b) delete any Member Content, listings, messages or other information in connection with Member's Account; (c) prohibit Member's access to Member's Account, including without limitation by deactivating Member's password; and (d) refuse Member future access to the Service. In no event shall Yfactor be required to refund, redeem, or pay amounts to Member upon termination of Service or return any Member Content.
    
    Member understands and agrees that the cancellation of Member's Account is Member's sole right and remedy with respect to any dispute with Yfactor. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or Yfactor's enforcement or application of any such term; (2) any policy or practice of Yfactor, including Power Site Factory's Privacy Policy, or Yfactor 's enforcement or application of these policies; (3) the content available through the Service or any change in content provided through the Service; (4) Members' ability to access or use the Service or Member's Web Site; or (5) the amount or type of fees, surcharges, applicable taxes, billing methods or change to the fees, applicable taxes, surcharges or billing methods, if any.
    
    
18. Notice
    Statements, notices and other communications to Member may be made by mail, email, postings within Member's account or other reasonable means. Yfactor may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on the Power Site Factory Web Site. Member should refer to the Contact Us page of the Power Site Factory Web Site for information on how to contact and/or provide notice to Yfactor.
    
    
19. Arbitration/ Jurisdiction
    Member agrees that any dispute or claim arising out of or related to the Service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Brampton, Ontario, Canada. The proceedings shall be conducted and all evidence shall be offered in the English language. Member agrees that any claim against Yfactor must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.
    
    Notwithstanding the above, Yfactor may apply to any court of competent jurisdiction (i) for a temporary restraining order, preliminary injunction or other interim or conservatory relief as necessary, including without limitation to collect fees due and owing from Member pursuant to this Agreement, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator.
    
    This Agreement shall be governed in all respects by the laws of the Province of Ontario, Canada.
    
    A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    
    
20. General
    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Yfactor 's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Member shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of Yfactor, and any such attempted assignment shall be void. Yfactor shall have the right to freely assign this Agreement, and its rights and obligations hereunder, to any third party without requiring the consent or notice of Member. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and permitted assigns. This Agreement sets forth the entire understanding and agreement between Yfactor and Member with respect to the subject matter hereof. The section and subsection titles in the Agreement are for convenience only and have no legal or contractual effect. Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.
    
    The services hereunder are offered by Yfactor Inc., located at Suite 503, 179 John Street, Toronto, ON Canada M5T 1X4.
    
    
21. Violations
    Please report any violations of this Agreement to info@powersitefactory.com
    
    
22. Independent Review
    MEMBER ACKNOWLEDGES THAT MEMBER HAS READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT MEMBER AGREES TO ALL ITS TERMS AND CONDITIONS. MEMBER HAS INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Last Updated: September 4, 2003