THIS BUYER REGISTRATION AND USE AGREEMENT, TOGETHER WITH THE
BUYER'S REGISTRATION APPLICATION FORM, THE SPECIFIC CONDITIONS FOR
THE PURCHASE OF GOODS AND SERVICES WITHIN THE LIVENEGOTIATOR.COM
MARKETPLACE WEBSITE, AND THE TERMS OF USE PUBLISHED ON OUR
WEBSITE, COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT
("AGREEMENT") BETWEEN THE BUYER AND LIVE NEGOTIATOR CORPORATION
("COMPANY") APPLICABLE TO ANY TRANSACTIONS THAT THE BUYER MAY
ENGAGE IN THROUGH THE COMPANY'S LIVENEGOTIATOR.COM MARKETPLACE
WEBSITE ("WEBSITE"), INCLUDING THE PURCHASE OF GOODS AND SERVICES
A VARIETY OF SELLERS ARE OFFERING IN A NUMBER OF FORMS. THOSE
GOODS AND SERVICES, IN WHATEVER FORM, ARE REFERRED TO HEREIN
AS "INVENTORY" AND ARE DEFINED MORE SPECIFICALLY IN SECTION 1 OF THIS AGREEMENT.
BUYER REPRESENTS AND WARRANTS THAT BUYER CAN FORM LEGALLY BINDING CONTRACTS, IS NOT A MINOR, AND HAS THE REQUISITE AUTHORITY TO ENTER INTO THIS AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS REGISTRATION PAGE, BUYER AGREES TO THE TERMS AND CONDITIONS SPECIFIED HEREIN AND TO THE ADDITIONAL TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE. BUYER ALSO ACKNOWLEDGES AND AGREES THAT THE COMPANY IS ACTING SOLELY AS AN INTERMEDIARY BETWEEN THE BUYER AND THE ACTUAL PROVIDER OF INVENTORY, THE SELLER, AND THAT ALTHOUGH THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO VERIFY THE PERFORMANCE OF THE SELLER'S OBLIGATIONS, THE COMPANY DOES NOT GUARANTEE THE PERFORMANCE OF SUCH SELLER'S OBLIGATIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN CLICK THE "I DECLINE" BUTTON AT THE BOTTOM OF THIS AGREEMENT AND DO NOT PROGRESS WITH REGISTERING AS A BUYER ON THE COMPANY'S WEBSITE.
The Company values your privacy. The information you provide will be used for Live Negotiator Corporation purposes.
"Agreement" means this Buyer Registration and Use Agreement, together with the specific conditions for the purchase of each particular good and/or service and the terms of use published on the Company's website, and the Buyer's Registration Application Form, all of which collectively shall constitute one agreement between the Buyer and the Company.
"Buyer" or "Buyers" means any person or business entity, which executes this Buyer Registration Agreement and is thereafter registered with the Company as a buyer or potential buyer of Inventory or other products and services offered through the Website.
"Closed Deal" means an Offer by the Seller; an acceptance by the Buyer and consideration between the parties. This constitutes a closed deal and reflect a binding commitment on behalf of the Buyer and Seller to complete the transaction.
"Company" means Live Negotiator Corporation, and its officers, directors, employees, agents, representatives, attorneys, accountants and subsidiaries.
"Confidential Information" means any information of a party disclosed to the other party, which is identified as, or should be reasonably understood to be, confidential to the disclosing party, including, but not limited to,
"Currency" or the plural "Currencies" means the method of payment in terms of a country currency as listed in the "DAILY CURRENCY RATE TABLE" (CS-DCRT) located within the Website. These rates are to be used for day-to-day reference only; the currency exchange rate of a closed deal will be determined at the time of payment in the seller’s currency.
"Inventory" means any good or service, by jurisdiction, made available by a Seller in any form.
"Offer" means a negotiating price for Inventory or other items offered by Seller and accepted by the Buyer during an auction/negotiation conducted by the Company or other event occurring within the Website.
"Negotiate" means multiple parties consisting of the Buyers or the Sellers placing an Offer to purchase or sell, and sequentially, a new Offer from the other party to purchase or sell.
"Seller" or "Sellers" means the seller or sellers of Inventory.
"Website" means the venue provided by the Company through its website www.livenegotiator.com and all subsidiary pages (as may be revised by the Company from time to time) wherein Buyers and Sellers may bid on, list, purchase, solicit offers to purchase, and sell products and services in a variety of forums which the Company may introduce and revise from time to time.
2. Registration and Use of the Company's Website.
The Company operates the Website as a venue for Buyers to bid on Inventory from Sellers in a variety of forms. In order to participate in the Website, the Buyer must be registered and approved for participation by the Company and all approvals shall be at the Company's sole discretion.
The Buyer's Registration Form is located on this website. The Buyer agrees to complete all the information in the required fields and submit the online the registration form. The Buyer hereby grants Live Negotiator the authority to verify the information contained in the registration form and any order submitted at its own discretion.
All registration information is kept strictly confidential and will be accessed only by a representative of the Company for administrative purposes and to process the Buyer's Registration Application Form.
The Company has the sole discretion to approve or deny any Buyer for access into the Website, once approved the company then activates the Buyer's user ID and password for use in the Website. The Buyer agrees to use his or its own User Identification Number and password when using the Website. Using any other Buyer's User Identification Number or password on the Website is forbidden and a material breach of this Agreement.
3. Payment upon Closed Deal
Acceptance by the Buyer of a Seller's Offer without changing any terms and conditions by either party of the original Offer constitutes a closed deal. The total purchase price of the Inventory or other services is stated in the closed deal Invoice, including all applicable sales and use taxes. The Buyer shall make "Payment" directly to the Live Negotiator system upon demand in the currency of the seller, the World Bank currency exchange rate will be used to determine a locked in currency rate as of the date and time the deal is closed and payment is received for all transaction and commission payments.
General Listing Fees within the Website are as follows:
4. Limited Party to Transactions Between Buyers and Sellers
The Company's Website acts as the venue for Sellers to list Inventory and for Buyers to bid on that Inventory. Although the Company will assist in facilitating transactions between Buyers and Sellers, the Company is in no other way involved in the actual service rendered between Buyers and Sellers. As a result, the Company has no control over the accuracy, quality or adequacy of any Inventory, Material or other services or products offered, requested or made available through the Website. Further, the Company cannot ensure the results of such services rendered between the Buyer and Seller. The Buyer acknowledges and agrees that its use of the Website and all Company services are at the Buyer's sole risk, and that the Company makes no representations or warranties that the Buyer's use of the Website and the Company's services will result in any benefits of any kind to the Buyer.
5. Buyer's Representations and Warranties
Buyer represents and warrants to the Company that:
6. Offers to Purchase on the Website are Irrevocable
Buyer and Seller acknowledge and agree that following a meeting of the minds
by
both parties that those agreements to purchase Inventory in the Website are irrevocable
and immediately enforceable.
7. The Company May Participate in Bidding on the Website
The Company reserves the right to make an Offer on any Inventory within the Website on the same terms as any other user, including the Buyer, and, upon completion of a closed deal, if the Company is the highest bidder, the Inventory or other products or services will become part of the Company's inventory. The Company may realize an additional profit or loss if the Company subsequently sells its inventory to another Buyer. Such potential profit or loss to the Company is not a part of this Agreement with Buyer, and instead results from the Company's risk of buying Inventory or other products or services as a principal.
8. The Buyer Shall Not Abuse the Privilege of Using the Website
The Company reserves the right to suspend or terminate Buyer's account if the Company determines, in its sole discretion, that Buyer is engaging in fraudulent activities in connection with Buyer's use of the Website. The Buyer hereby agrees not to make purchases or Offers under a false name or identity, and agrees not to make Offers, the aggregate commissions due to the Company on which would, individually or in the aggregate, exceed any applicable credit limitations imposed on the Buyer by the Company, including but not limited to credit limits on the Buyer's credit card or exceeding any cash deposit or account held for the benefit of the Company as a condition to Buyer's use of the Website.
Buyer shall not manipulate the price of any item on the Website and shall not interfere with any other auctions or listings on the Website. The Company reserves the right to reject or void any purchases or Offers, whether successful or not, that:
The Buyer agrees not to use any robot, spider or other automatic device, or any manual process to monitor or copy any pages or content contained within the Website or the Company's website without the Company's express prior written consent, which may be withheld at the sole discretion of the Company. Buyer agrees not to use any device, software, routine, or other means to interfere or attempt to interfere with the proper working of the Website or the Company's website. Buyer agrees not to copy, reproduce, alter, modify, create derivative works, or publicly display any content from the Website or the Company's website without the express prior written approval of the Company, which may be withheld at the sole discretion of the Company.
9. The Company Reserves the Right to Control the Website
The Company reserves the sole and exclusive right to control the conduct of users and other processes on the Website and Buyer hereby acknowledges the Company's right to deny participation in the Website and any negotiation forum to any Seller who accepts or posts Material from a Buyer, or otherwise, which (i) violates any applicable law, regulation or third party right, or (ii) is, or, in the Company's sole discretion, may be, pornographic, offensive, inappropriate, inaccurate, defamatory, libelous, slanderous, or which could result in legal liability or adverse publicity to the Company. The Company reserves the right, at any time and at its discretion, to place or remove Inventory, requests for Inventory, any and all other products or services, and to close early or extend negotiations, alter posted quantities or modify closing times. The Company reserves the right to remove from sale or re-offer for sale Inventory or other products or services which are disputed, withdrawn by a Seller, or fail to draw Offers at or above the posted minimum opening price, if any.
10. The Company May Terminate Buyer's Access to the Website Upon Breach of this Agreement
Without limiting the Company's other remedies here-under, the Company, at its sole discretion, may immediately suspend or terminate Buyer's access to the Website and may terminate this Agreement and the provision of the Company's services to Buyer if: (i) Buyer breaches this Agreement, (ii) the Company is unable to verify any information provided by the Buyer, or (iii) the Company believes that the Buyer's actions may result in liability for the Company, or any other users of the Website, including the Buyer. The termination of this Agreement shall not relieve the Buyer from any of the Buyer's payment obligations incurred prior to the termination of this Agreement.
11. Limitation of Liability
Buyer agrees and acknowledges that use of the Website and the Company's services are at the Buyer's own risk, and the Company is not liable for Internet disruption, interrupted service, errors or delays in providing any Company services, loss of data, or other injury to Buyer, including losses arising from any proposed or consummated transaction with any Seller. Without limiting the foregoing, the Buyer agrees that the Company's entire liability, and Buyer's sole remedy, for breach of this Agreement, or Buyer's use of the Website or any Company services provided to the Buyer, is for the Company to refund any amounts actually paid by Buyer to the Company related to the services giving rise to such liability. In no event shall the Company be liable for indirect, exemplary, special, incidental or consequential damages, or costs, including but not limited to, any lost profits or revenues, loss of use or goodwill, or any third party claims, even if the Company has been advised of the possibility of such damages.
12. Disclaimer of Warranties
Buyer acknowledges and agrees that the services provided by the Company to Buyer, including but not limited to the use of the Website, and any information, processes, software, or systems incidental thereto, are being provided to the Buyer as is, and that the Company makes no representations or warranties to Buyer, express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, completeness, or lack of obsolescence.
13. Release of the Company by Buyer
Buyer hereby releases the Company from any and all claims, demands and damages of every kind and nature,
known and unknown, actual or consequential, arising out of or in any way connected with Buyer's use of the Website
or any services provided to Buyer by the Company. In the event Buyer is a California resident, Buyer waives
California Civil Code Section 1542, which states: A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.
In the event Buyer is not a California resident, Buyer releases the
Company to the fullest extent allowable under the laws of the Buyer's domicile and waives any corresponding law or
statute in the applicable jurisdiction to the fullest extent lawfully possible. The waiver by either party of a breach or
right under this Agreement will not constitute a waiver of any other or subsequent breach or right.
14. Nondisclosure of Confidential Information
Buyer shall not disclose any of the terms and conditions of this Agreement or any content on the Website or the Company's website to any third party without the express written consent of the Company. Neither party shall disclose to any third party the Confidential Information of the other party and shall not use any such Confidential Information for any purpose other than the purpose for which it was originally disclosed to the receiving party.
15. Severability
In the event any part of this Agreement, for any reason, is determined by a court of competent jurisdiction to be invalid, such determination shall not affect the validity of any remaining portion of this Agreement, which remaining portion shall remain in full force and effect as if this Agreement had been executed or entered into with the invalid portion thereof eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portion of this Agreement, which for any reason, may be hereafter determined to be invalid.
16. Indemnification
Buyer, at its own expense, shall indemnify, defend and hold the Company and its officers, directors, employees, agents, representatives, distributors and licensees harmless from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with or arising from any claim, suit, action or proceeding which relates to or arises from (i) a breach by the Buyer of any of the terms and conditions of this Agreement, including but not limited to any terms or conditions of use of the Website referenced herein and incorporated by reference, (ii) a violation by Buyer of any applicable laws, (iii) a claim for damages by any Seller transacting business with the Buyer by use of the Website, or (iv) a violation by Buyer of the rights of any third party (including, without limitation, any claim of trademark or copyright infringement, libel, defamation or breach of confidentiality).
17. Independent Contractors
The parties to this Agreement are independent contractors. Neither party is an agent or partner of the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
18. Entire Agreement
This Agreement sets forth the entire agreement between the parties and supersedes prior proposals, agreements, and representations between the parties, whether written or oral, regarding the subject matter contained herein. The rule of construction, which requires a court to resolve any ambiguities against the drafting party, shall not apply in interpreting the provisions of this Agreement.
19. Choice of Law and Consent to Jurisdiction
This Agreement shall be deemed being entered in the Province of British Columbia. All questions concerning the validity, interpretation, or performance of any of the terms, conditions and provisions of this Agreement, or of any rights or obligations of the parties shall be governed by, and resolved in accordance with, the laws of the Province of British Columbia without regard to conflicts of law principles. All disputes arising under this Agreement shall be heard exclusively in the courts in the Province of British Columbia. Each party hereby submits to the jurisdiction of such courts.
20. Notices
All written notices between the parties shall be deemed to have been given if personally delivered, sent by courier or certified, registered or express mail, or transmitted by electronic mail via the Internet (with confirmation of receipt) to the Company at the address set forth as the Company's primary address on the Company's website, and to Buyer at the address provided by Buyer upon registering for the Website. Unless otherwise provided herein, all notices shall be deemed to have been duly given on: (i) the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally, by electronic mail or by courier; or (ii) three (3) days after the date of posting if transmitted by mail.
21. Force Majeure
The Company shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure of its performance under this Agreement arises by reason of any Act of God, or any government or any governmental body, acts of war, the elements, strikes or labor disputes, or other cause beyond the control of the Company.
22. Attorney's Fees
If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
23. Number and Gender
Whenever the singular number is used in this Agreement, and when required by context, the same shall include the plural, and vice versa; the masculine gender shall include the feminine and the neuter genders, and vice versa.
24. Third Party Beneficiaries
Except as expressly specified by the provisions of this Agreement, this Agreement shall not be construed to confer upon or give to any person, other than the parties hereto, any right, remedy or claim pursuant to, or by reason of, this Agreement or any term or condition of this Agreement.
25. Governmental Rules and Regulations
The transactions contemplated by the provisions of this Agreement are and shall remain subject to any and all present and future orders, rules and regulations of any duly constituted authority having jurisdiction over those transactions.
26. Consent to Agreement
By clicking on the "I accept" button at the bottom of registration page located on this website, the Buyer represents that the Buyer consents to the rights, conditions, duties and responsibilities imposed upon the parties to this Agreement. The Buyer represents, warrants and covenants that the Buyer has entered into this Agreement of the Buyer's own free will and under no threat, undue influence, menace, coercion or duress, whether economic or physical.
THIS SELLER REGISTRATION AND USE AGREEMENT, TOGETHER WITH THE SELLER'S REGISTRATION APPLICATION FORM, THE SPECIFIC CONDITIONS FOR THE LISTING AND SALE OF GOODS AND SERVICES WITHIN THE LIVENEGOTIATOR.COM MARKETPLACE WEBSITE, AND THE TERMS OF USE PUBLISHED ON OUR WEBSITE, COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT ("AGREEMENT") BETWEEN THE SELLER AND LIVE NEGOTIATOR, CORPORATION ("COMPANY") APPLICABLE TO ANY TRANSACTIONS THAT THE SELLER MAY ENGAGE IN THROUGH THE COMPANY'S LIVENEGOTIATOR.COM MARKETPLACE WEBSITE ("WEBSITE"), INCLUDING THE LISTING AND SALE OF A VARIETY OF GOODS AND SERVICES ACROSS MULTIPLE INDUSTRIES. THOSE GOODS AND SERVICES, IN WHATEVER FORM, ARE REFERRED TO HEREIN AS "INVENTORY" AND ARE DEFINED MORE SPECIFICALLY IN SECTION 1 OF THIS AGREEMENT.
SELLER WARRANTS AND REPRESENTS THAT THE PERSON ENTERING INTO THIS AGREEMENT ON BEHALF OF SELLER HAS THE REQUISITE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SELLER. BY CLICKING ON THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS REGISTRATION PAGE, SELLER AGREES TO THE TERMS AND CONDITIONS SPECIFIED HEREIN AND TO THE ADDITIONAL TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE. SELLER ALSO ACKNOWLEDGES AND AGREES THAT THE COMPANY IS ACTING SOLELY AS AN INTERMEDIARY BETWEEN THE SELLER AND THE BUYER, AND THAT ALTHOUGH THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO FACILITATE THE BUYER'S TRANSACTIONS WITH THE SELLER, THE COMPANY DOES NOT GUARANTEE THE PERFORMANCE OF SUCH BUYER'S OBLIGATIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN CLICK THE "I DECLINE" BUTTON AT THE BOTTOM OF THIS AGREEMENT AND DO NOT PROGRESS WITH REGISTERING AS A SELLER ON THE COMPANY'S WEBSITE.
The Company values your privacy. The information you provide will be used for the Live Negotiator Corporation purposes.
1.Registration and Use of the Company's Website
The Company operates the Website as a venue for Buyers to bid on Goods and Services Inventory from Sellers in a variety of forms. In order to participate in the Website, the Seller must be registered and approved for participation by the Company and all approvals shall be at the Company's sole discretion.
The Seller's Registration Form is located on this website. The Seller agrees to complete all the information in the required fields and submit the online the registration form. The Seller hereby grants Live Negotiator the authority to verify the information contained in the registration form and any order submitted at its own discretion. All registration information is kept strictly confidential and will be accessed only by a representative of the Company for administrative purposes and to process the Seller's Registration Application Form.
The Company has the sole discretion to approve or deny any Seller for access into the Website, once approved the company then activates the Seller's user ID and password for use in the Website. The Seller agrees to use his or its own User Identification Number and password when using the Website. Using any other Seller's User Identification Number or password on the Website is forbidden and a material breach of this Agreement.
2. Limited Party to Transactions Between Buyers and Sellers
The Company's Website acts as the venue for Sellers to list Inventory and for Buyers to bid on that Inventory. Although the Company will assist in facilitating transactions between Buyers and Sellers, the Company is in no other way involved in the actual service rendered between Buyers and Sellers. As a result, the Company has no control over the quality or adequacy of any Inventory, Material or other services or products offered, requested or made available through the Website. Further, the Company cannot ensure the results of such services rendered between the Buyer and Seller. The Seller acknowledges and agrees that its use of the Website and all Company services are at the Seller's sole risk, and that the Company makes no representations or warranties that the Seller's use of the Website and the Company's services will result in any benefits of any kind to the Seller.
3. Seller's Representations and Warranties
Seller represents and warrants to the Company that:
request for particular Inventoryshall be referred to hereinafter as an
RFPshall be in accordance with this Agreement, the relevant product or service specific conditions, and any other terms, conditions and rules adopted or promulgated by the Company from time to time, which shall be subject to change at the sole discretion of the Company;
4. Offers to Sell Inventory on the Website are Irrevocable
Seller acknowledges and agrees that once Seller has accepted an Offer from a Buyer, or negotiated an agreement with a Buyer pursuant to an RFP, Seller shall be obligated to complete the transaction and provide the Inventory to the Buyer.
5. The Company May Participate in Bidding on the Website
The Company reserves the right to make an Offer on any Inventory within the Website on the same terms as any other user, including the Buyer, and, upon completion of a closed deal, if the Company is the highest bidder, the Inventory or other products or services will become part of the Company's inventory. The Company may realize an additional profit or loss if the Company subsequently sells its inventory to another Buyer. Such potential profit or loss to the Company is not a part of this Agreement with Buyer, and instead results from the Company's risk of buying Inventory or other products or services as a principal.
6. The Seller Shall Not Abuse the Privilege of Using the Website
The Company reserves the right to suspend or terminate Seller's use of the Website if
the Company determines, in its sole discretion, that Seller is engaging in fraudulent
activities in connection with Seller's use of the Website. The Seller hereby agrees not to
engage in deceptive, unfair, or fraudulent business practices on the Website. Seller
shall not use bait and switch
tactics or offer loss leaders
, or otherwise engage in any
conduct prohibited by the Better Business Bureau. Seller shall not manipulate the price
of any item on the Website and shall not interfere with any other auctions or listings on
the Website. The Company reserves the right to reject or void any purchases or Offers,
whether successful or not, that:
The Seller agrees not to use any robot, spider or other automatic device, or any manual process to monitor or copy any pages or content contained within the Website or the Company's website without the Company's express prior written consent, which may be withheld at the sole discretion of the Company. Seller agrees not to use any device, software, routine, or other means to interfere or attempt to interfere with the proper working of the Website or the Company's website. Seller agrees not to copy, reproduce, alter, modify, create derivative works, or publicly display any content from the Website or the Company's website without the express prior written approval of the Company, which may be withheld at the sole discretion of the Company.
7. The Company Reserves the Right to Control the Website
The Company reserves the sole and exclusive right to control the conduct of users and other processes on the Website and Seller hereby acknowledges the Company's right to deny participation in the Website and any negotiation forum to any Seller who accepts or posts Material from a Buyer, or otherwise, which (i) violates any applicable law, regulation or third party right, or (ii) is, or, in the Company's sole discretion, may be, pornographic, offensive, inappropriate, inaccurate, defamatory, libelous, slanderous, or which could result in legal liability or adverse publicity to the Company.
The Company reserves the right, at any time and at its discretion, to place or remove Inventory, requests for Inventory, any and all other products or services, and to close early or extend negotiations, alter posted quantities or modify closing times. The Company reserves the right to remove from sale or re-offer for sale Inventory or other products or services which are disputed, withdrawn by a Seller, or fail to draw Offers at or above the posted minimum opening price, if any.
8. The Company May Terminate Seller's Access to the Website Upon Breach of this Agreement
Without limiting the Company's other remedies hereunder, the Company, at its sole discretion, may immediately suspend or terminate Seller's access to the Website and may terminate this Agreement and the provision of the Company's services to Seller if: (i) Seller breaches this Agreement, (ii) the Company is unable to verify any information provided by the Seller, or (iii) the Company believes that the Seller's actions may result in liability for the Company, or any other users of the Website, including the Seller. The termination of this Agreement shall not relieve the Seller from any of the Seller's delivery, payment or other obligations incurred prior to the termination of this Agreement.
9. Limitation of Liability
Seller agrees and acknowledges that use of the Website and the Company's services are at the Seller's own risk, and the Company is not liable for Internet disruption, interrupted service, errors or delays in providing any Company services, loss of data, or other injury to Seller, including losses arising from any proposed or consummated transaction with any Buyer. Without limiting the foregoing, the Seller agrees that the Company's entire liability, and Seller's sole remedy, for breach of this Agreement, or Seller's use of the Website or any Company services provided to the Seller, is for the Company to refund any amounts actually paid by Seller to the Company related to the services giving rise to such liability. In no event shall the Company be liable for indirect, exemplary, special, incidental or consequential damages, or costs, including but not limited to, any lost profits or revenues, loss of use or goodwill, or any third party claims, even if the Company has been advised of the possibility of such damages.
10. General Listing Fees within the Website are as follows:
11. Disclaimer of Warranties
Seller acknowledges and agrees that the services provided by the Company to Seller, including but not limited to the use of the Website, and any information, processes, software, or systems incidental thereto, are being provided to the Seller as is, and that the Company makes no representations or warranties to Seller, express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, completeness, or lack of obsolescence.
12.Release of the Company by Seller
Seller hereby releases the Company from any and all claims, demands and damages of
every kind and nature, known and unknown, actual or consequential, arising out of or in
any way connected with Seller's use of the Website or any services provided to Seller
by the Company. In the event Seller is a California resident, Seller waives California
Civil Code Section 1542, which states: A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement with the
debtor.
In the event Seller is not a California resident, Seller releases the Company to
the fullest extent allowable under the laws of the Seller's domicile and waives any
corresponding law or statute in the applicable jurisdiction to the fullest extent lawfully
possible. The waiver by either party of a breach or right under this Agreement will not
constitute a waiver of any other or subsequent breach or right.
13. Nondisclosure of Confidential Information
Seller shall not disclose any of the terms and conditions of this Agreement or any content on the Website or the Company's website to any third party without the express written consent of the Company. Neither party shall disclose to any third party the Confidential Information of the other party and shall not use any such Confidential Information for any purpose other than the purpose for which it was originally disclosed to the receiving party.
14. Severability
In the event any part of this Agreement, for any reason, is determined by a court of competent jurisdiction to be invalid, such determination shall not affect the validity of any remaining portion of this Agreement, which remaining portion shall remain in full force and effect as if this Agreement had been executed or entered into with the invalid portion thereof eliminated.
It is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portion of this Agreement, which for any reason, may be hereafter determined to be invalid.
15. Indemnification
Seller, at its own expense, shall indemnify, defend and hold the Company and its officers, directors, employees, agents, representatives, distributors and licensees harmless from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with or arising from any claim, suit, action or proceeding which relates to or arises from:
16. Independent Contractors
The parties to this Agreement are independent contractors. Neither party is an agent or partner of the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
17. Entire Agreement
This Agreement sets forth the entire agreement between the parties and supersedes prior proposals, agreements, and representations between the parties, whether written or oral, regarding the subject matter contained herein. The rule of construction, which requires a court to resolve any ambiguities against the drafting party, shall not apply in interpreting the provisions of this Agreement.
18. Choice of Law and Consent to Jurisdiction
This Agreement shall be deemed being entered into in the State of Nevada. All questions concerning the validity, interpretation, or performance of any of the terms, conditions and provisions of this Agreement, or of any rights or obligations of the parties shall be governed by, and resolved in accordance with, the laws of the State of Nevada without regard to conflicts of law principles. All disputes arising under this Agreement shall be heard exclusively in the state courts of Nevada or in the federal courts of the State of Nevada. Each party hereby submits to the jurisdiction of such courts.
19. Notices
All written notices between the parties shall be deemed to have been given if personally delivered, sent by courier or certified, registered or express mail, or transmitted by electronic mail via the Internet (with confirmation of receipt) to the Company at the address set forth as the Company's primary address on the Company's website, and to Seller at the address provided by Seller upon registering for the Website. Unless otherwise provided herein, all notices shall be deemed to have been duly given on:
20. Force Majeure
The Company shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure of its performance under this Agreement arises by reason of any Act of God, or any government or any governmental body, acts of war, the elements, strikes or labor disputes, or other cause beyond the control of the Company.
21. Attorney's Fees
If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
22. Number and Gender
Whenever the singular number is used in this Agreement, and when required by context, the same shall include the plural, and vice versa; the masculine gender shall include the feminine and the neuter genders, and vice versa.
23. Third Party Beneficiaries
Except as expressly specified by the provisions of this Agreement, this Agreement shall not be construed to confer upon or give to any person, other than the parties hereto, any right, remedy or claim pursuant to, or by reason of, this Agreement or any term or condition of this Agreement.
24. Governmental Rules and Regulations
The transactions contemplated by the provisions of this Agreement are and shall remain subject to any and all present and future orders, rules and regulations of any duly constituted authority having jurisdiction over those transactions.
25. Consent to Agreement
By clicking on the I accept
button at the bottom of registration page located on this
website, the Buyer represents that the Buyer consents to the rights, conditions, duties
and responsibilities imposed upon the parties to this Agreement. The Seller represents,
warrants and covenants that the Buyer has entered into this Agreement of the Buyer's
own free will and under no threat, undue influence, menace, coercion or duress,
whether economic or physical.
26. Additional CONSENT Agreement Coverage
Also, by clicking on the I accept
button at the bottom of the registration page I
HEREBY CONSENT TO BOTH BUYER AND SELLER TERMS & CONDITIONS so I
can proceed to enter both BUY ORDERS AND SELL ORDERS CONCURRENTLY.