Terms and Conditions
and ("tradefox, inc."). This agreement states the terms and conditions under which
you may access and use the tradefoxinc web site, the accompanying computer software
(hereinafter "tradefox"), associated media, printed materials and any "online" or
electronic documentation (hereinafter called the "software").
All parts of this agreement apply to the maximum extent permitted by law. Please
read this agreement carefully before accessing and using the TradeFox Inc web site.
By clicking the accept button and accessing the TradeFox Inc web site, you indicate
that you have read and understand this agreement and agree to be bound by the terms
and conditions of this agreement, including all documents, policies and guidelines
incorporated by reference.
If you do not accept this agreement, user shall click the reject button and shall
not use or access the TradeFox Inc website. Tradefox, inc. Reserves the right to
change or modify any of the terms and conditions contained in this agreement orany
policy or guideline referenced herein at any time and at its sole discretion.
Website Terms and Conditions of Use
These Terms and Conditions ("Agreement") are made as of the Effective Date of User
Subscription by and between TradeFox, Inc., an incorporated US company in the State
of Arizona with offices located at 5314 N. Granite Reef Rd., Scottsdale, Arizona,
85250, USA, and the Subscriber (as defined hereinafter).
WHEREAS, TradeFox, Inc., has developed and owns that certain TradeFox Inc Web Site
(as defined hereinafter) for use mand access by users through the Internet; and
WHEREAS, Subscriber (as defined hereinafter) and Associates (as defined hereinafter),
collectively referred to as User, desire to access the TradeFox Inc Web Site and
use the Services (as defined hereinafter) in accordance with the terms and provisions
of this Agreement; and WHEREAS, TradeFox, Inc., desires to provide Users (as defined
hereinafter) access to the TradeFox Inc Web Site for purposes of obtaining information.
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions
herein contained, User and TradeFox, Inc., hereby agree as follows:
ARTICLE I: RECITALS AND DEFINITIONS
Section 1.01 – Recitals: The above recitals and identification of parties are true
Section 1.02 – Definitions: The following definitions shall apply:
(1) Access: The term "access" and variants thereof (including, without limitation,
"accessing" and "accessible") shall mean to store data in, retrieve data, input
and retrieve User Content from or otherwise approach, display, establish link to
or make use of (directly or indirectly) through electronic means using Password.
(2) Associates: The term "Associates" shall mean employees of TradeFox,
Inc. and independent contractors hired by TradeFox, Inc. (3) Authorized
Person: The term "Authorized Person" shall mean a person or organization who is
authorized in writing by TradeFox, Inc., to receive Proprietary Information and
who agrees to maintain the propriety and confidentiality of such Proprietary Information.
(4) Company: The term "Company" shall mean entity User is employed or contracted
with. (5) Data: The term "Data" shall mean any and all data and information
used, stored on or transmitted through the System, including (without limitation)
the User Content. (6) Documentation: The term "Documentation" shall mean
any and all written manuals, user's guides, and Policy Statements concerning the
Data and TradeFox Inc Web Site as provided to User in printed or electronic form.
(7) Effective Date: The term "Effective Date" shall mean Subscription Date
of User. (8) Email: The term "Email" shall mean a system for sending electronic
messages from one individual to another via telecommunications links between local,
regional, or global computer networks or terminals. (9) Internet: The term
"Internet" shall mean that certain global network of computers commonly referred
to as the Internet, including (without limitation) the world-wide-web.
(10) Licensed Content: The term "Licensed Content" shall mean third party
Technology incorporated in whole or part into the TradeFox, Inc., Technology.
(11) Link: The term "Link" shall mean text, icons, graphic symbols that
upon selection or activation, link or associate to, execute, access or retrieve
an off-screen Web Site or Technology. (12) Password: The term "Password"
shall mean that certain user name and password assigned by TradeFox, Inc. to User
for purposes of accessing the TradeFox Inc Web Site and Services.
(13) Policy Statement: The term "Policy Statement" shall mean that certain written
statement of policies (in printed or electronic form) concerning User access to
the TradeFox, Inc. Technology and use of the Services as may be adopted by TradeFox,
Inc. and as modified by TradeFox, Inc. from time-to-time. (14) Proprietary
Information: The term "Proprietary Information" shall mean the Password, Data, Documentation,
Policy Statement, and any and all information in connection with the TradeFox, Inc.
Technology which is disclosed to User by TradeFox, Inc. or learned or obtained by
User and is not: (i) conveyed to User by a third party; (ii) released by TradeFox,
Inc. without restriction; (iii) independently developed by User; and (iv) required
by Court Order to be released by User. (15) Restatements: The term "Restatements"
shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement
(Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act and 18
U.S.C.1839. (16) Services: The term "Services" shall mean those certain
services as provided by TradeFox, Inc. to User through the TradeFox Inc Web Site.
(17) Subscriber: The term "Subscriber" shall mean an individual or entity
assigned the password used to access the TradeFox Inc Web Site.
(18) System: The term "System" shall mean computer systems and communications
equipment owned or leased by TradeFox, Inc. and used for hosting the TradeFox Inc
Web Site. (19) Technology: The term "Technology" shall mean any and all
information, data, applications, methodologies, techniques, ideas, solutions, processes,
adaptations, products, concepts, procedures, works of authorship, TradeFox Inc Web
Site, scripts, documentation, flow charts, diagrams, software libraries, databases,
data structures, data models, data dictionaries, fields, records, screen displays
and graphic interfaces. (20) Term: The term "Term" shall mean a period
of time starting on the Effective Date and ending on the date either party cancels
the Password as provided hereunder. (21) TradeFox, Inc. Technology: The
term "TradeFox, Inc. Technology" shall mean the Password, Data, TradeFox Inc Web
Site, System, Documentation, and any and all Technology developed by or for TradeFox,
Inc. (22) TradeFoxInc.Com: The term "TradeFox Inc Web Site" shall mean
that certain web site developed by or for TradeFox, Inc., which is integrated with
and implemented on the System and accessible by User via the Internet using the
password, including information, data, communication and text transmitted through
the TradeFox Inc Web Site and used or stored on the System.
(23) Unauthorized Access: The term "Unauthorized Access" shall mean any
access to the TradeFox Inc Web Site except for the exclusive purposes of using the
Services; accessing, posting information, retrieving, and viewing Data; and inputting
and retrieving User Content using the Password. (24) Unauthorized User:
The term "Unauthorized User" shall mean any individual who accesses the TradeFox
Inc Web Site except for: (1) Associates and Users authorized by TradeFox, Inc. to
access the TradeFox Inc Web Site for purposes of using the Services; accessing,
posting information, retrieving, and viewing Data, and inputting and retrieving
User Content; and (2) Authorized Persons who are authorized in writing by TradeFox,
Inc. to access the TradeFox Inc Web Site and the Services using the Password.
(25) User: The term "User" shall mean Subscriber, Associates, employees
of Subscriber, and independent contractors hired by Subscriber. (26) User
Content: The term "User Content" shall mean any and all User data and information
used, stored on or transmitted through the System in connection with Associate or
User (as the case may be) information. (27) Web Site: The term "Web Site"
shall mean that certain multimedia interactive product which is a compilation of
data, information, computer software, graphics, Audiovisual, components and coding
formatted for use on the world-wide-web of the Internet and commonly referred to
as a web site.
ARTICLE II: SCOPE OF SERVICES
Section 2.01 - Access: TradeFox, Inc. hereby grants User a non-exclusive and non-transferable
license to access the TradeFox Inc Web Site, during the Term, solely for the purpose
of reviewing, browsing, retrieving, inputting and retrieving User Content, and posting
information subject to the terms and conditions of this Agreement.
Section 2.02 - User Content: User may input, retrieve, and modify User Content in
connection with the Services using the TradeFox Inc Web Site. TradeFox, Inc. shall
not have the obligation to access, review, or maintain the User Content, nor will
TradeFox, Inc. be held liable for any illegal acts fthe User. It is the User's obligation
to ensure what they state, infer, add or reference from within the TradeFox Inc
Web Site is within local and International laws. TradeFox, Inc. policy is to report
any complaints to the authorities in the country of the User and to International
Section 2.03 - Password: TradeFox, Inc. shall assign User a Password for purposes
of accessing the TradeFox Inc Web Site and using the Services. User hereby accepts
responsibility for, and shall be liable for, all access to the TradeFox Inc Web
Site, Data and Services in connection with the Password. User shall access the TradeFox
Inc Web Site and the Services only using the Password. User shall be responsible
for the confidentiality and maintenance of the Password. TradeFox, Inc. may rely
on the authority of anyone accessing your account or using your password and in
no event and under no circumstance shall TradeFox, Inc. be held liable to you for
any liabilities or damages resulting from or arising out of (i) any action or inaction
of TradeFox, Inc. under this provision, (ii) any compromise of the confidentiality
of your account or password and (iii) any unauthorized access to your account or
use of your password. Any unauthorized use of the website will terminate the permission
or license granted herein and if in violation of applicable law, including copyright
laws, trademark laws, and communications regulations and statutes, violators will
be prosecuted to the fullest extent of the law. Modification of the Password shall
be subject to written approval of TradeFox, Inc. All assignments of the Password
by User shall be void.
Section 2.04 - Unauthorized Access: User shall prevent Unauthorized Users from accessing
the TradeFox Inc Web Site and the Services using the Password. User shall prevent
Unauthorized Access to the TradeFox Inc Web Site and the Services using the Password.
Section 2.05 - Lawful Purpose: User represents and warrants that User access to
the TradeFox, Inc. Technology shall not violate any contract, statute, rule, regulation
or other obligation under which User is bound. User represents and warrants that
User shall not access the TradeFox, Inc. Technology or Services to conduct or solicit
the performance of any business or activity that is tortious or prohibited by law.
TradeFox, Inc. has the right, but not the obligation to monitor any activity and
content associated with the website and may investigate any reported violation of
its policies and take any action it deems appropriate, including terminating access
to the website without notice. TradeFox, Inc. may report any activity it suspects
violates any law or regulation to appropriate law enforcement officials, regulators
or other third parties. To ensure the integrity and operation of TradeFox, Inc.'s
business and systems, TradeFox, Inc. may access and disclose any information it
considers necessary or appropriate, including user contact details, IP addressing
and traffic information, posted content and web usage paths. By using the service
you expressly consent to the foregoing use and disclosure.
Section 2.06 - Policy Statement: User shall comply with this Policy Statement. TradeFox,
Inc. may modify this Policy Statement from time to time in the exclusive discretion
of TradeFox, Inc. and updates will be posted on the TradeFox Inc Web Site.
Section 2.07 - Back-Up: TradeFox, Inc. shall perform routine backup of files stored
on the System using commercially reasonable measures.
Section 2.08 - User License: User License rights under this agreement are non-exclusive.
All rights not expressly granted herein are reserved by Licensor, TradeFox, Inc.
User may not sell, transfer or convey the license to any third party without the
prior written consent of TradeFox, Inc. User may access, use and display the TradeFox
Inc Web Site, only on a single computer, workstation or terminal (computer). A license
may not be shared or used concurrently on different computers. User must acquire
a license for each separate Computer to access, use and display the TradeFox Inc
Section 2.09 - Payment: User shall pay the initial Subscriber fee to TradeFox, Inc.
on date of Subscription and in advance of each future Term as set forth in the Fee
Schedule. Subscription Term is from Subscription Date to expiry of selected Term
unless otherwise stated hereunder. User's failure to pay any amount when due shall
constitute a material breach of the Agreement and shall be sufficient cause for
cancellation of the Agreement and all access to the TradeFox Inc Web Site. Where
a User has subscribed to an ISIC report by a mistaken ISIC code TradeFox, Inc. will
once only alter the ISIC Report to the code that fits the Users Trade if we are
advised by email within two working days from the date of Subscription. TradeFox,
Inc. shall have the right to modify the Fee Schedule from time to time upon providing
User advance written notice of such modifications.
Section 2.10 - Taxes: User shall pay any and all applicable taxes (excluding income
taxes assessed against TradeFox, Inc).
Section 2.11 - Refund Policy: It is understood that due to the unrestricted accessibility
and copying of content that no refund will be granted. This does not imply that
the user can mass download and on forward or sell content to non subscribers or
other subscribers. User can copy and transmit topics related to commercial collaboration
and operational guidance. Unless otherwise provided by law, neither the Subscriber
Fee nor any portion thereof shall be refunded by TradeFox, Inc. in the event of
termination of this Agreement by User or cancellation of this Agreement by TradeFox,
ARTICLE II: SCOPE OF SERVICES
Section 3.01 - Employment: User shall notify TradeFox, Inc. immediately upon termination
of employment or contracting services (as the case may be) with User's Company.
Upon termination of employment or contracting services, (as the case may be) with
User's Company, this Agreement shall terminate and User shall cease all access to
the TradeFox Inc Web Site and the Services.
Section 3.02 - Shut-off: TradeFox, Inc. shall have the right to disable and deny
the Password and terminate this Agreement without notice upon (i) User's termination
of employment or contracting services (as the case may be) with User's Company;
(ii) User violation of Section 2.05; or (iii) TradeFox, Inc. receipt of notice from
a third party challenging use of the TradeFox Inc Web Site or Services by User.
Section 3.03 - Deactivation and Removal: Upon termination of this Agreement, TradeFox,
Inc shall have the right to disable and deny the Password and cease all User access
to the TradeFox, Inc. Technology and Services. Upon termination of this Agreement,
TradeFox, Inc shall remove, migrate, destroy, or convert (as the case may be) all
User Content in its possession. User shall immediately cease and desist any and
all access to and attempts to access TradeFox Inc Web Site. User shall destroy or
return (as requested by TradeFox, Inc.) any copies of TradeFox, Inc. property in
possession of User.
ARTICLE IV: INTELLECTUAL PROPERTY
Section 4.01 - Ownership and Title: Title to the TradeFox, Inc. Technology (excluding
Licensed Content), including ownership rights to patents, copyrights, trademarks
and trade secrets in connection therewith shall be the exclusive property of TradeFox,
Inc. The methodology and technology used to locate, interpret, extract and compile
such Licensed Content, shall also be the exclusive property of TradeFox, Inc.
Section 4.02 - Reverse Engineering: Use shall not reverse engineer the TradeFox
Inc Web Site and shall use reasonable efforts to prevent reverse engineering of
the TradeFox Inc Web Site.
Section 4.03 - Modifications: User shall not use any unauthorized means to modify
or reroute, or attempt to modify or reroute the TradeFox Inc Web Site and Documentation.
User shall not copy the TradeFox Inc Web Site and Documentation and shall not allow
the TradeFox Inc Web Site and Documentation to be copied without the prior written
consent of TradeFox, Inc. User shall not modify the TradeFox Inc Web Site and Documentation
and shall not allow the TradeFox Inc Web Site and Documentation to be modified without
the prior written consent of TradeFox, Inc. If the TradeFox Inc Web Site or Documentation
is modified, with prior written consent of TradeFox, Inc., such modifications shall
be the sole and exclusive property of TradeFox, Inc. and TradeFox, Inc. shall own
any and all of the rights, title, and interests to such modifications, including
(but not limited to) any and all copyrights, patents, and trade secrets related
Section 4.04 - Proprietary Information: User shall not disclose Proprietary Information
except to Authorized Persons. User shall hold Proprietary Information in strict
confidence and shall not duplicate, use or disclose Proprietary Information except
as otherwise permitted under this Agreement. User hereby acknowledges and agrees
that the Proprietary Information derives independent economic value (actual or potential)
from not being generally known to other persons who can obtain economic value from
its disclosure or use and not being readily ascertainable by proper means by other
persons who can obtain economic value from its disclosure or use; is the subject
of reasonable efforts under the circumstances to maintain its secrecy; and is a
trade secret as defined under the Restatements.
Section 4.05 - No Contest: User shall not contest or aid in contesting the ownership
or validity of the copyrights, trademarks, service marks and trade secrets of TradeFox,
Inc. in connection with the TradeFox, Inc. Technology.
Section 4.06 - Employee Pirating: User shall not induce or solicit (directly or
indirectly) any Associate of TradeFox, Inc. to leave the employ or hire of TradeFox,
Inc. or engage (directly or indirectly) the services of such Associates (as an employee,
consultant, independent contractor or otherwise) without the prior written consent
of TradeFox, Inc. All Associates of TradeFox, Inc. are subject to non-disclosure
and will not answer questions related to the design, development or other information
that is not in the public domain.
Section 4.07 - Non-compete: User shall not (directly or indirectly) promote, advertise,
market or provide any product or service similar to or competitive with the TradeFox
Inc Web Site or Services.
ARTICLE V: WARRANTY
Section 5.01 - Warranty: TradeFox, Inc. hereby represents and warrants that the
Services shall be provided on a reasonable efforts basis and shall conform to the
standards generally observed in the industry for similar services.
SECTION 5.02 - WARRANTY DISCLAIMER: TRADEFOX, INC. DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION,
MATERIALS, CONTENT, SERVICES AND PRODUCTS IN CONNECTION WITH THE TRADEFOX INC WEBSITE.
THE TRADEFOX INC WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TRADEFOX, INC. DOES NOT GUARANTEE OR
WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF THE TRADEFOX INC WEB SITE. TRADEFOX,
INC. DOES NOT MAKE ANY WARRANTY AND USER HEREBY WAIVES ANY AND ALL WARRANTIES AS
TO THE RESULTS OBTAINED FROM THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF
THE TRADEFOX INC WEB SITE. USER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES
SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF USER AND SUBJECT TO THE RESTRICTIONS,
TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND THE POLICY
STATEMENT GOVERNING THE SERVICES. TRADEFOX, INC. DOES NOT WARRANT THAT ACCESS TO
THE TRADEFOX INC WEB SITE BY USER WILL BE UNINTERRUPTED. TRADEFOX, INC. SHALL NOT
BE LIABLE UNDER ANY CIRCUMSTANCES FOR HARM OR DAMAGES RESULTING FROM OR ARISING
OUT OF USER INABILITY TO USE THE SERVICES.
Section 5.03 - Inaccuracies: User hereby acknowledges that the Data may contain
errors, inaccuracies and omissions. User shall assume any and all risk of loss,
harm or damage associated with User access to and use of the TradeFox, Inc. Technology.
User shall not advertise nor hold TradeFox, Inc. responsible for content that is
incorrect. TradeFox, Inc. will have no other liability than to have the owner correct
the content or remove it from the product.
SECTION 5.04 - LIMITATION OF LIABILITY: IN NO EVENT SHALL TRADEFOX, INC. BE LIABLE
FOR ANY DIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER
IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OR INABILITY TO USE THE
WEBSITE OR THE CONTENT (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER
INACCURACIES IN THE WEBSITE OR THE CONTENT, MATERIALS, INFORMATION, PRODUCTS, OR
SERVICES ON OR AVAILABLE THROUGH THE WEBSITE, EVEN IF TRADEFOX, INC. OR ITS AUTHORIZED
REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL THE AGGREGATE LIABILITY OF TRADEFOX, INC. (WHETHER IN CONTRACT, WARRANTY,
TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY,
STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE TRADEFOX
INC WEBSITE, EXCEED $5.00 OF THE COMPENSATION PAID TO TRADEFOX, INC., WHICHEVER
IS LESS. Certain state laws do not allow limitations on implied warranties, or the
exclusion or limitation of certain damages. If these laws apply, some or all of
the above disclaimers, exclusions, or limitations may not apply to you and you may
have additional rights to those contained herein. In such states, TradeFox, Inc.'s
liability is limited to the greatest extent permitted by law.
Section 5.05 - Third Party Limitation of Liability : User hereby acknowledges and
waives third party web sites liability (including negligence) for all claims, expenses,
damages and costs User may incur as a result of or associated with the use of information
on third party web sites, or for damage to User's website and system or to User
linking to third party web sites through the TradeFox Inc Web Site caused by or
in connection with link to third party web sites for any reason whatsoever.
Section 5.06 - Express Warranties: User hereby acknowledges and agrees that TradeFox,
Inc. (including officers, employees, agents, directors and independent contractors
of TradeFox, Inc.) has not made or granted to User any express warranties concerning
the TradeFox, Inc. Technology, excepting the warranty in Section 5.01.
Section 5.07 - Limitation of Damages: TradeFox, Inc. shall not be liable to User
for any lost profits or consequential, exemplary, incidental or punitive damages,
in connection with (i) use, performance or operation of the TradeFox Inc Web Site
or Services (including User linking to third party web sites through the TradeFox
Inc Web Site); (ii) use, performance or operation of the Internet or use of the
Internet by User; and (iii) loss of Data, regardless of the form of action, whether
in contract or in tort, including negligence, regardless of whether TradeFox, Inc.
has been advised of the possibility of such damages in advance or whether such damages
are reasonably foreseeable.
Section 5.08 - Remedies: The sole remedy for User for any reason and for any cause
of action whatsoever in connection with this Agreement and the TradeFox Inc Web
Site or Services, regardless of the form of action, whether in contract or in tort,
including negligence, shall be modification of the TradeFox Inc Web Site, as determined
by TradeFox, Inc.
Section 5.09 - Force Majeure: TradeFox, Inc. shall not be liable to User for failing
to perform its obligations hereunder because of circumstances reasonably beyond
the control of TradeFox, Inc. Such circumstances shall include, but is not limited
to, any acts or omissions of any government or governmental authority, Third Party
Web Sites, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage,
labor disputes, power failure, delays in transportation or deliveries of supplies
or materials, acts of God, computer failure, hardware failure, telecommunications
failure, software failure, failure of User to cooperate with the reasonable requests
of TradeFox, Inc., breach of this Agreement by User, and any other events reasonably
beyond the control of TradeFox, Inc.
Section 5.10 - Content Warranty: User represents and warrants that any and all information
provided by User in connection with this Agreement, the Password, Services, and
the User Content are true, accurate, complete and current.
Section 5.11 - Indemnification: User shall release, defend, indemnify and hold harmless
TradeFox, Inc., its officers, directors, employees, agents, licensors, suppliers,
and any third-party information providers to the website from and against any and
all claims, liability, losses and damages arising in connection with: (1) User access
to the TradeFox, Inc. Technology; (2) use of the Services by User; (3) the User
Content; and (4) breach of this Agreement by User.
Section 5.12 - Export Assurance: User shall not perform any act in conflict with
or in violation of International export or those laws and regulations of the User's
Country or Region. Further, the User agrees not to export or re-export website contents
in any form, except in full compliance with all applicable U.S. export control laws
and related federal agency regulations.
Section 5.13 - Loss of User Content: Programming, design errors, maintenance of
the TradeFox Inc Web Site or Services, or unauthorized access to the TradeFox Inc
Web Site or Services may result in the loss of User Content. TradeFox, Inc. shall
not be responsible for any loss of User Content.
Section 5.14 - Email: Email and other services in the TradeFox Inc Web Site are
provided as a professional resource to assist User's with their Business. TradeFox,
Inc. shall not be held liable for any information sent out from within the email
service in the TradeFox Inc Web Site. User is responsible for using the email system
in a professional, ethical, and lawful manner. User hereby acknowledges and agrees
to abide by the Copyright Laws of User's Country or Region. Violations of law may
also be referred for criminal or civil prosecution.
ARTICLE VI: MISCELLANEOUS
Section 6.01 - Assurances: User represents and warrants that all representations,
warranties, recitals, statements and information provided to TradeFox, Inc. under
this Agreement are true, correct and accurate as of the Effective Date.
Section 6.02 - Entire Agreement: This Agreement contains the entire understanding
of the parties relating to the TradeFox, Inc. Technology and supersedes all previous
verbal and written agreements between TradeFox, Inc. and User relating to the TradeFox,
Inc. Technology. The Policy Statement (as modified by TradeFox, Inc. from time to
time) is incorporated herein by this reference and made a part of this Agreement.
Section 6.03 - Continuation: The terms and provisions of Articles I, III, IV, V,
and VI of this Agreement shall survive termination and cancellation of this Agreement.
Section 6.04 - Amendments and Modifications: Excepting modifications to the Policy
Statement, any alteration, modification or amendment of this Agreement shall be
void unless such alteration, modification or amendment is in writing and signed
by the parties hereto.
Section 6.05 - Severability: If any provision of this Agreement shall be deemed
unlawful, void, or for any reason unenforceable, then that provision shall be deemed
severable from these terms and conditions and shall not affect the validity and
enforceability of any remaining provisions.
Section 6.06 - Captions: The headings and captions of this Agreement are inserted
for convenience of reference and do not define, limit or describe the scope or intent
of this Agreement or any particular section, paragraph, or provision.
Section 6.07 - Counterparts: This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 6.08 - Governing Law: This Agreement is governed by the laws of the User's
Country or Region, without regard to any rules of conflict or choice of laws that
require the application of laws of another jurisdiction, and venue shall be said
Country or Region.
Section 6.09 - User Notice: All notices shall be in writing. Notices to User shall
be deemed delivered when delivered electronically, by commercial overnight delivery
service, by Certified or Registered Mail - Return Receipt Requested - or by hand
to an address set forth for User as maintained in the TradeFox, Inc. records. Notices
to User shall be deemed given on the date notice is delivered electronically or
by hand to User or on the date of receipt by User (as evidenced in the case of Certified
or Registered Mail by Return Receipt), whichever occurs first. Notices delivered
to User electronically (including, without limitation, electronic mail) shall be
deemed written notices.
Section 6.10 - TradeFox, Inc. Notice: Notices to TradeFox, Inc. shall be deemed
delivered when delivered by commercial overnight delivery service, Certified or
Registered Mail - Return Receipt Requested - or to the address set forth below for
TradeFox, Inc. Notices to TradeFox, Inc. shall be deemed given on the date notice
is received by TradeFox, Inc. (as evidenced in the case of Certified or Registered
Mail by Return Receipt). TradeFox, Inc. 5314 N. Granite Reef Rd., Scottsdale, Arizona,
Section 6.11 - Pronouns/Gender: Pronouns and nouns shall refer to the masculine,
feminine, singular or plural, as the context shall require.
Section 6.12 - Equitable Remedies: The parties hereby acknowledge that damages at
law may be an inadequate remedy to TradeFox, Inc. In addition to all other remedies
that may be available at law or equity, TradeFox, Inc. shall have the rights of
specific performance and injunction in the event of a breach or threatened breach
of this Agreement by User.
Section 6.13 - Waiver: Waiver of a breach of this Agreement shall not constitute
a waiver of any other breach. All remedies under this Agreement are in addition
to equitable remedies and remedies provided by law. Failure to enforce any provision
of this Agreement shall not constitute a waiver or create an estoppel from enforcing
such provision. Any waiver of a provision of this Agreement shall not be binding
unless such waiver is in writing and signed by the waiving party.
Section 6.14 - Assignments: Any and all assignments of rights hereunder by User
shall be void.
Section 6.15 - Public Announcements: All public announcements concerning the TradeFox,
Inc. Technology or the relationship of User and TradeFox, Inc. under this Agreement
shall be subject to the prior written approval of TradeFox, Inc.
Section 6.16 - Arbitration: Any controversy or claim arising out of or relating
to this Agreement, or breach thereof, shall be settled by arbitration in accordance
with the Arbitration Rules of the User's Country or Region. Judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction thereof.
Qualified Arbitrators shall be selected by the parties in accordance with the Arbitration
Rules of the User's Country or Region. Each party shall have the right of discovery
as set forth in the Federal Rules of Civil Procedure.
Section 6.17 - Litigation Expense: In the event of litigation or arbitration arising
out of this Agreement, no recovery may be sought or received for damages other than
out-of-pocket expenses, except that the prevailing party will be entitled to costs
and attorneys' fees.ff