THIS WEB SITE TERMS OF USE ("AGREEMENT") IS A LEGAL DOCUMENT BETWEEN YOU ("USER") AND ("TRADEFOX, INC."). THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY ACCESS AND USE THE TRADEFOXINC.COM 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 TRADEFOXINC.COM WEB SITE. BY CLICKING THE ACCEPT BUTTON AND ACCESSING THE TRADEFOXINC.COM 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 TRADEFOXINC.COM WEB SITE. TRADEFOX, INC. RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT OR ANY POLICY OR GUIDELINE REFERENCED HEREIN AT ANY TIME AND AT ITS SOLE DISCRETION.
WEB SITE 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).
WITNESSETH
WHEREAS, TradeFox, Inc., has developed and owns that certain TradeFoxInc.Com Web Site (as defined hereinafter) for use and 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 TradeFoxInc.Com 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 TradeFoxInc.Com 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 and correct.
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 TradeFoxInc.Com 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 TradeFoxInc.Com 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 TradeFoxInc.Com Web Site.
(17) Subscriber: The term "Subscriber" shall mean an individual or entity assigned the password used to access the TradeFoxInc.Com 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 TradeFoxInc.Com 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, TradeFoxInc.Com 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, TradeFoxInc.Com Web Site, System, Documentation, and any and all Technology developed by or for TradeFox, Inc.
(22) TradeFoxInc.Com: The term "TradeFoxInc.Com 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 TradeFoxInc.Com Web Site and used or stored on the System.
(23) Unauthorized Access: The term "Unauthorized Access" shall mean any access to the TradeFoxInc.Com 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 TradeFoxInc.Com Web Site except for: (1) Associates and Users authorized by TradeFox, Inc. to access the TradeFoxInc.Com 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 TradeFoxInc.Com 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 TradeFoxInc.Com 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 TradeFoxInc.Com 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 by the User. It is the User's obligation to ensure what they state, infer, add or reference from within the TradeFoxInc.Com 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 authorities.
Section 2.03 - Password: TradeFox, Inc. shall assign User a Password for purposes of accessing the TradeFoxInc.Com Web Site and using the Services. User hereby accepts responsibility for, and shall be liable for, all access to the TradeFoxInc.Com Web Site, Data and Services in connection with the Password. User shall access the TradeFoxInc.Com 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 TradeFoxInc.Com Web Site and the Services using the Password. User shall prevent Unauthorized Access to the TradeFoxInc.Com 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 TradeFoxInc.Com 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 TradeFoxInc.Com 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 TradeFoxInc.Com Web Site.
Section 2.08 - 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 TradeFoxInc.Com 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 2.09 - Taxes: User shall pay any and all applicable taxes (excluding income taxes assessed against TradeFox, Inc).
Section 2.10 - 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, Inc.
ARTICLE III: TERM OF AGREEMENT
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 TradeFoxInc.Com 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 TradeFoxInc.Com 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 TradeFoxInc.Com 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 TradeFoxInc.Com Web Site and shall use reasonable efforts to prevent reverse engineering of the TradeFoxInc.Com Web Site.
Section 4.03 - Modifications: User shall not use any unauthorized means to modify or reroute, or attempt to modify or reroute the TradeFoxInc.Com Web Site and Documentation. User shall not copy the TradeFoxInc.Com Web Site and Documentation and shall not allow the TradeFoxInc.Com Web Site and Documentation to be copied without the prior written consent of TradeFox, Inc. User shall not modify the TradeFoxInc.Com Web Site and Documentation and shall not allow the TradeFoxInc.Com Web Site and Documentation to be modified without the prior written consent of TradeFox, Inc. If the TradeFoxInc.Com 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 thereto.
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 TradeFoxInc.Com 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 TRADEFOXINC.COM WEBSITE. THE TRADEFOXINC.COM 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 TRADEFOXINC.COM 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 TRADEFOXINC.COM 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 TRADEFOXINC.COM 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 TRADEFOXINC.COM 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 TradeFoxInc.Com 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 TradeFoxInc.Com Web Site or Services (including User linking to third party web sites through the TradeFoxInc.Com 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 TradeFoxInc.Com Web Site or Services, regardless of the form of action, whether in contract or in tort, including negligence, shall be modification of the TradeFoxInc.Com 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 TradeFoxInc.Com Web Site or Services, or unauthorized access to the TradeFoxInc.Com 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 TradeFoxInc.Com 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 TradeFoxInc.Com 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, 85250, USA
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.
This site chose VeriSign SSL for secure e-commerce and confidential communications.
