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MEMBERSHIP OPTIONS and SERVICE AGREEMENT

Membership Options for 12 Months:

Free 1 year Manufacturer Service Basic Membership allowing 1 product upload.   For a limited time only available to companies located in the Continental USA.

US $850 = 1 year Manufacturer Service Basic Membership allows up to 3 product uploads.

US $1,850 = 1 year Manufacturer Service Basic Membership (US $850) + US $1,000 Origin Verification Package & Seal of one product with approval.

US $2,850 = 1 year Manufacturer Service Basic Membership (US $850) + US $2,000 Origin Verification Package & Seal of two products with approval.

US $3,850 = 1 year Manufacturer Service Basic Membership (US $850) + US $3,000 Origin Verification Package & Seal of three products with approval.

US $4,350 = 1 year Manufacturer Service  Basic Membership (US $850) + US $3,500 Origin Verification Package & Seal for four products with approval; Allows up to 12 product uploads.


USTRADEBANK.COM™  MANUFACTURER SERVICES AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

IMPORTANT NOTE

U.S. Trade Bank, Inc., hereafter referred to as USTRADEBANK.com,  is not affiliated with the U.S. Federal Government.  USTRADEBANK.COM is neither a banking nor a non-banking financial institution.  We do not offer financial services.  We do, however, reserve the right to forward leads to qualified financial institutions providing EXIM financing, insurance, and other cargo related services.

 

1.         Acceptance of Terms

1.1       WELCOME TO USTRADEBANK.COM's Manufacturers Service Agreement. This USTRADEBANK.com Manufacturer Services Agreement (hereafter referred to as the "Agreement") governs the  Manufacturer  Membership Service (hereafter referred to as   “Manufacturer Service”) and/or any related Value Added Services (hereafter referred to as the “Services”) offered by USTRADEBANK.com (as defined below) through the web site identified by the uniform resource locator www.USTRADEBANK.com (hereafter referred to as the "Site").  The contracting U.S. Tradebank, Inc. entity shall be referred to as “USTRADEBANK.com”. BY SUBMITTING YOUR APPLICATION OR SERVICE ORDER OR MAKING ANY PAYMENT FOR ANY SERVICES (WHETHER ONLINE VIA THE SITE OR OFFLINE OR VIA OUR AUTHORIZED SALES AGENT) YOU AGREE TO SUBMIT TO THE TERMS OF THIS AGREEMENT.  

1.2       This Agreement applies to all Services and governs all applications or service orders for the Services (each referred to hereafter as a “Service Order”).  In case of any conflict between the terms of this Agreement and those of a Service Order, the terms of the Service Order shall prevail.

1.3       If a Service Order includes the Manufacturer Service, this Agreement will take effect on the later of the day when (i) you have paid the total service fees in full under the Service Order, and (ii) you have successfully completed the Examination and Confirmation as defined below. 

1.4       If a Service Order includes Value Added Services only and does not include the Manufacturer Service, you must concurrently be an existing Manufacturer member. If you subscribe for Customer Care, Product order taking, and/or sales solicitations, your service period for the Manufacturer Service must be valid for more than six (6) months.  This Agreement will take effect on the day when you have paid the total service fees in full within the prescribed period set forth in the Service Order or otherwise acceptable to USTRADEBANK.com and shall remain in effect until the last date of the relevant service periods of the Services unless terminated earlier in accordance with this Agreement. 

1.5       USTRADEBANK.com may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately and prospectively upon posting. After posting by USTRADEBANK.com of the amended and restated Agreement, your continued use of the Services will indicate your acceptance of the amended terms. The Agreement can only be modified in writing by an authorized officer of USTRADEBANK.com.

1.6       All Services provided are subject to both the Terms of Use Agreement and all the rules and policies of the Website (including but not limited to the Privacy Policy, Product Listing Policy,  or any rules, policies, or special terms and conditions applicable to any Value Added Services), as published on the Site and as may be revised from time to time (collectively, the “Website Terms”).  You hereby agree to comply with such Website Terms at all times. 

1.7       As some or part of the Services may be supported and provided by affiliates of USTRADEBANK.com, USTRADEBANK.com may assign some of the Services to its affiliates, who you agree may invoice you for their part of the Services, and you agree to pay such invoices directly to such affiliate.

2.         EXAMINATION and CONFIRMATION (hereafter referred to as “E&C”)

2.1       Registration for the Manufacturer Service is subject to CONFIRMATION and EXAMINATION procedures to verify the registration information and such other information about you as deemed appropriate by USTRADEBANK.com.  "EXAMINATION" refers to confirmation by the E&C Agency of your business registration. "CONFIRMATION" refers to confirmation by the E&C Agency that the contact person indicated in the Service Order is your authorized representative to represent you on the Site.  You authorize USTRADEBANK.com and its authorized third party security service provider (at USTRADEBANK.com’s sole choice) (the “E&C Agency”) to conduct the E&C about you.  You agree to provide all necessary information and render all reasonable assistance and cooperation that either USTRADEBANK.com or the E&C Agency may require in order to complete the E&C.

2.2       If you fail the E&C for the first time, upon your request and at your cost, USTRADEBANK.com may conduct the E&C for the second or more times at the additional charge of US$200 per E&C.  However, in no event shall USTRADEBANK.com be obliged to conduct any E&C after three (3) calendar months from the date of your Service Order.  If you fail to successfully complete the E&C within the above 3 month period, your Service Order for the Services will be deemed to be cancelled.

2.3       If you fail the E&C and then cancel the Service Order or if you are deemed to cancel a Service Order upon the expiry of the above-mentioned 3 month period, USTRADEBANK.com will refund the service fees in accordance with our established practices, provided, however that USTRADEBANK.com shall have the right to deduct US$100 as an administrative charge.  You shall provide to us correct bank account details and other information necessary for USTRADEBANK.com to process and make the refund.  In case you fail to provide the required information within three (3) months, you will be deemed to have waived any claim in respect of such refund money, and USTRADEBANK.com shall be entitled to forfeit absolutely the entire service fees paid by you without any liability to you.

2.4       Any changes to the information that has been verified under the E&C shall be subject to new E&C at Member's own expense.  If Member fails to make payment and the changed information is not verified, USTRADEBANK.com may, in its sole discretion, suspend or revoke all Services with respect to such Member without any refund or other compensation to  that Member.

2.5       Upon each renewal of the Manufacturer Service, the E&C shall be carried out by USTRADEBANK.com in accordance with this clause 2. If you purchase the Manufacturer Service for more than one year, you shall also undergo and pass the E&C annually prior to the expiry date of each annual placement period in accordance with this clause 2.

2.6       You agree not to hold USTRADEBANK.com and our affiliates liable for any errors or omissions made (whether or not negligent, intentional or otherwise) by an E&C Agency.

2.7       USTRADEBANK.com may, at its discretion and subject to authorization by the E&C Agency (if any), display a sign or mark or other materials as USTRADEBANK.com considers appropriate to indicate that Member has passed the E&C.  However, Member shall not make any use of such sign or mark for any purpose without prior written consent by USTRADEBANK.com.

3.         Services

3.1       The  Manufacturer Service has the following core features which may be modified or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of USTRADEBANK.com:

(a)        Company Profile - allows USTRADEBANK.com’s administrative staff to display and edit basic information about its Manufacturer Member, such as year and place of establishment, production capacity, and percentage of product made in the USA falling under the categories of more than 50 (fifty) percent, more than 80 (eighty) percent, and 100% made in USA, for both products and services offered.;

(b)        Product Showcase - Allows USTRADEBANK.com’s administrative staff to display and edit descriptions, specifications and images of its products;

(c)        Trade Lead Posting - allows USTRADEBANK.com’s administrative staff to post on the Site for public display offers to buy or sell Member’s products and services;

3.2       The Value Added Services include the following:

(a) Extra Inquiries: To help Manufacturers increase exposure of their products and/or services USTRADEBANK.com’s administrative staff will direct general and product specific inquiries to Manufacturers on this Website; and

(b) Product Showcase: To place products of Manufacturers in priority ranking on the Website.

These Value Added Services are offered only to Members whose service period for the Manufacturer Service is still valid.

3.3       USTRADEBANK.com reserves the right to change, upgrade, modify, limit or suspend the Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice.  USTRADEBANK.com further reserves the right to introduce new features, functionalities or applications to the Services or to future versions of the Services. All new features, functionalities, applications, modifications, upgrades, and alterations shall be governed by this Agreement, unless otherwise stated by USTRADEBANK.com.

3.4       The Services are offered only to business or corporate entities (e.g. corporations, limited liability companies, partnership, sole proprietors, etc.) that are capable of having a business name and business address that may be verified by the E&C Agency.

3.5       The Services shall not be available to a business entity located in or (i) incorporated or organized under the laws of mainland China, North Korea, Balkans, Belarus, Berundi, Nigeria, Venezuela, Cuba, Cook Islands, Democratic Republic of the Congo,  IRAN, IRAQ, Libya, Somalia, Sudan, Darfur, Syria, Yemen, Zimbabwe,  Macau or (ii) whose contact details (e.g., telephone or facsimile number or business address) are within mainland China, North Korea, Balkans, Belarus, Berundi, Nigeria, Venezuela, Cuba, Cook Islands, Democratic Republic of the Congo, IRAN, IRAQ, Libya, Somalia, Sudan, Darfur, Syria, Yemen, Zimbabwe, and  Macau. USTRADEBANK.com may suspend or terminate the Services to such entity without notice.

3.6       Member shall not share with, assign to or permit a third party to use its Membership Manufacturer Service Agreement (collectively, "multiple use").  Member acknowledges that multiple use of its Account with any third party may cause irreparable harm to USTRADEBANK.com or other users of the Site, and agrees to indemnify USTRADEBANK.com and its affiliates against any loss or damages suffered by USTRADEBANK.com and its affiliates as a result of multiple use of its Account. If Member fails to take necessary measures to maintain the security of their Account or to prevent the risks of unauthorized access, USTRADEBANK.com shall have the right to suspend the provision of the Services or terminate this Agreement without any refund or other compensation to Member.

3.7       USTRADEBANK.com shall have the right but is not be obliged, to monitor or examine any information, materials, and videos, including any website link that Member submits to USTRADEBANK.com for publishing on the Site (the “Member Materials”).  Publishing of Member Materials shall by no means mean that USTRADEBANK.com has endorsed or otherwise certified the contents of such Member Materials.  Member shall be solely responsible for the contents of its Member Materials.

3.8       If any activities of a Member on the Site or any Member Materials (including material accessible through a link in the Member Materials), in USTRADEBANK.com’s reasonable opinion, are in violation of any applicable laws and regulations or a third party’s legitimate rights (including without limitation intellectual property rights), the terms of this Agreement or the Website Terms may otherwise subject USTRADEBANK.com or its affiliates to liability, then USTRADEBANK.com may, at its option, delete, remove or modify such Member Material or any part thereof and/or limit or suspend the provision of the Services or any part thereof (including without limitation limiting the number or types of product listings that the Member can publish on the Site for such duration as USTRADEBANK.com may in its sole discretion consider appropriate). 

3.9       USTRADEBANK.com reserves the right to cooperate fully with governmental authorities, private investigators, and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Furthermore, USTRADEBANK.com may disclose Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.  USTRADEBANK.com shall not be liable for damages or results thereof, and Member agrees not to bring any action or claim against USTRADEBANK.com for such disclosure. In connection with any of the foregoing, USTRADEBANK.com may suspend or terminate Member’s Account as USTRADEBANK.com deems appropriate at its sole discretion.  USTRADEBANK.com shall have the right to publish the records relating to handling of complaints against Member, breaches by Member, or termination of this Agreement on the Site. 

(c) Trade Lead Generation: To perform agreed upon procedures to research overseas markets for prospective distributors and buyers of products and forward said leads to the contracting member.

(d) USTRADEBANK.com may also be available take sales orders and act as a manufacturers’ representative for an agreed upon fee or commission; this particular value added service requires the member to enter into a separate agreed upon Manufacturers Representative Agreement with U.S. TRADEBANK, Inc. which must be approved in writing by both parties.

3.10     Member hereby grants to USTRADEBANK.com a non-exclusive, royalty-free license to (a) display, publish, or transmit all or part of the Member Materials or any adaptations thereof, (b) link, copy, store, adapt, translate, or make other reasonable use of all or part of the Member Materials or any adaptations thereof, necessary to provide the Services in any medium known now and in the future. 

3.11 Member authorizes USTRADEBANK.com (USTRADEBANK.com however has no obligation) to, directly or indirectly, in such form and at such time and conditions at USTRADEBANK.com’s sole discretion, promote, on behalf of Member, any Materials.  To the extent that USTRADEBANK.com does not materially modify such Materials, Member agrees and undertakes that it shall be solely responsible for, and shall keep USTRADEBANK.com fully indemnified against any action, liability, claim, loss, damage and expense (including legal cost) arising from or related to such Materials.   

3.12  USTRADEBANK.com reserves the right to improve or update the Services at any time, including improvement to or upgrade of the company and product classifications, ranking etc.

4.         Service Period

4.1       Unless otherwise agreed by the Parties, the service period for the Manufacturer Service shall be one (1) year from the activation date of the Account.   Activation of the Account shall be notified to Member via email to the email address provided by Member upon registration for the Service.

4.2       The service period for any Value Added Service shall be the agreed period specified in the relevant Service Order provided that if Member’s Manufacturer Service expires or terminates, all of its Value Added Services under the same Account shall terminate simultaneously. 

4.3       This Agreement will expire on the day when all the service periods expire unless early terminated according to the terms of this Agreement. 

5.         Fees and Payment

5.1       In consideration of USTRADEBANK.com's agreement to process the application and, subject to the E&C, to provide the Services, you agree to pay USTRADEBANK.com (of its relevant affiliate) the service fees.  All service fees shall be payable in advance to USTRADEBANK.com or its affiliate or authorized agent by wire transfer, credit card, third-party payment system (including but not limited to PayPal) or such other method acceptable to USTRADEBANK.com, in US Dollars or its equivalent in such other currency as permitted by USTRADEBANK.com, except as provided in clause 2.3, all payments made are non-refundable.

5.2       All services fees are exclusive of any taxes, duties, or other governmental levies or any financial charges.   You agree to pay and be responsible for any such taxes, duties, levies or charges on the sale and use of the Services in addition to our service fees.  In the event  that USTRADEBANK.com is required by any applicable law to collect any taxes or duties, you agree to pay such taxes or duties to USTRADEBANK.com. 

5.3       USTRADEBANK.com reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.

6.         Member Responsibilities

6.1       Member agrees to provide all necessary information, materials,  and approval, and render all reasonable assistance and cooperation necessary for USTRADEBANK.com’s provision of the Services.  If Member’s failure to do so results in delay in the provision of any Service, USTRADEBANK.com shall not be obliged to extend the relevant service period or liable for any loss or damages arising from such delay. 

6.2       Member represents, warrants, and undertakes (where applicable) to USTRADEBANK.com that:

(a)        it has the full power and authority to enter into this Agreement, to grant the license and authorization and to perform its obligations hereunder;

(b)        it will carry on its activities on the Site in compliance with any applicable laws and regulations;

(c)        it will not use the Services to defraud users of the Site or engage in other unlawful activities (including without limitation spamming and allowing another to use its business registration information to subscribe for an USTRADEBANK.com service);

(d)        it has the legitimate right and authorization to sell, distribute, or export all products or services it posts on the Site or otherwise referred to in its Member Materials;

(e)        all contents of its Member Materials are true, lawful and accurate, and are not false, misleading or deceptive;

(f)        it will not impersonate any person or entity, or misrepresent itself or its affiliation with any person or entity;

(g)        it will not post any product or service listing in breach of the Site’s Product Listing Policy, and its Member Materials or any product or service referred to in its Member Materials do not infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret, or other proprietary right, rights of publicity, and privacy or other legitimate rights;

(h)        its Member Materials do not contain information that is defamatory, libelous, threatening or harassing, obscene, or sexually explicit or harmful to minors;

(i)         its Member Materials do not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

6.3       Member agrees and undertakes that it will not:

(a)        copy, reproduce, exploit, or expropriate USTRADEBANK.com's various proprietary directories, databases, and listings;

(b)        use or distribute any computer viruses or other destructive devices and codes that may harm, interfere with, intercept or expropriate any software or hardware system, data, or personal information;

(c)        gain or attempt to gain authorized access to the computer systems or networks used by USTRADEBANK.com and/or any user of the Site or engage in any other activities that may harm the integrity of such computer systems or networks;

(d)        take any action which may undermine the integrity of USTRADEBANK.com's feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

6.4       With regards to information provided by Member to USTRADEBANK.com’s administrative staff or posted on behalf of Member, said Member represents and warrants that it has obtained all necessary consents, approvals and waivers from its business partners and associates (a) to act as its business referee; (b) to post and publish their contact details and information, reference letters, and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about Member.

6.5       Member shall conduct all activities promoted on the Site in accordance with all applicable laws and regulations and commonly accepted commercial practices.  Member shall also conduct its business affairs with integrity and in an ethical manner.

6.6       Member acknowledges and agrees that USTRADEBANK.com shall not be responsible and shall have no liability to it or anyone else for any content of the Member Materials or materials posted by third parties. 

6.7       Member shall be solely liable for its business name submitted.  In case USTRADEBANK.com receives any complaint or claim against Member in respect of its business name, unless Member changes to a new business name which has also passed the E&C, USTRADEBANK.com shall have the right to suspend or terminate Member’s Account immediately.    

6.8       Member agrees to indemnify USTRADEBANK.com and its affiliates and their employees, agents and representatives and to hold them harmless from any and all losses, damages, actions, claims, and liabilities (including legal costs on a full indemnity basis), which may arise, directly or indirectly, from its Member Materials or use of the Services or from Member's breach of this Agreement or the Website Terms (including claims arising from Member’s business name) and from claims of third parties.  USTRADEBANK.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, in which event Member shall cooperate with USTRADEBANK.com in asserting any available defenses.

6.9  Member agrees to comply with any and all applicable laws including the Foreign Corrupt Practices Act of 1977 (FCPA), 15 USC Section 78dd-1,  and Federal Technology Transfer Act (FTTA) of 1986, 15 USC 3710. 

6.10  Member agrees not to engage, directly or indirectly, in child slavery as defined by International Labour Organization (see http://www.ilo.org/ipec/facts/lang--en/index.htm)  for the production of its products or services.

 

7.         Limitation of Liability

7.1       USTRADEBANK.com represents and warrants that it will provide the Services with reasonable care and skill.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND USTRADEBANK.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.  ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.  IF USTRADEBANK.COM BREACHES THE WARRARNTY HEREUNDER, USTRADEBANK.COM SHALL RE-PERFORM THE AFFECTED PART OF THE SERVICES.  TO THE FULL EXTENT PERMITTED BY LAW, THE REMEDY UNDER THIS CLAUSE 7.1 SHALL BE MEMBER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF USTRADEBANK.COM’S WARRANTIES UNDER THIS AGREEMENT.

7.2       TO THE FULL EXTENT PERMITTED BY LAW, USTRADEBANK.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWSIE, ARISING FROM THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

7.3       Member agrees not to hold USTRADEBANK.com responsible for third parties’ content, actions or inactions.  If Member uses third parties’ services, software, or products in connection with the Services, Member further agrees not to hold USTRADEBANK.com responsible for such third parties’ services, software, or products. 

7.4       Any material downloaded or otherwise obtained through the use of the Services is done at Member's sole discretion and risk and Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by Member from USTRADEBANK.com or through or from the Services shall create any warranty not expressly stated in this Agreement.

7.5       Notwithstanding any of the foregoing provisions, the aggregate liability of USTRADEBANK.com and its affiliates and their employees, agents and representatives, or anyone acting on their behalf, with respect to Member for all claims arising from the use of the Services or the Site shall not exceed the amount of the services fees that Member pays to USTRADEBANK.com during the current service period for the U.S. Manufacturer Service.  The preceding sentence shall not preclude the requirement by Member to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.

 

8.         Termination

8.1       If any of the following circumstances occurs, USTRADEBANK.com shall have the right to terminate the Agreement immediately upon written notice to Member and forfeit the service fees for any unused Services without liability:

(1)        USTRADEBANK.com has reasonable grounds to believe that Member uses the Services for any fraudulent or other unlawful purpose;

(2)        Upon complaint or claim from any third party, USTRADEBANK.com has reasonable grounds to believe that Member has willfully or materially breached its contract with the third party complainant, including without limitation where Member has failed to deliver the products ordered by the complainant after receipt of the purchase price, or where Member has failed to make payment to the complainant after receipt of the products delivered by the complainant, or where Member has delivered the products that fail to materially meet the terms and descriptions outlined in Member Materials;

(3)        USTRADEBANK.com has reasonable grounds to believe that Member is involved in the production or sale of any inferior goods or any goods which infringe any intellectual property rights or other legitimate rights of any third party;

(4)        Member assigns or transfers part or all of its rights and obligations under this Agreement to a third party (including multiple use of its Account) without USTRADEBANK.com’s prior written consent;

(5)        Member sells any business information related to buyers and/or their buy leads/enquiries which are obtained by Member as a result of use of the Services without USTRADEBANK.com’s prior written consent;

(6)        Member is involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the Site (including gaining unauthorized access to the systems of the Site, stealing, modifying or deleting the information of other members of the Site without authorization);

(7)  Member is in breach of any of its representations, warranties and undertakings in clause 6;

(8)        Member has failed to rectify any breach of this Agreement other than those described above under paragraphs (1)-(7) hereof within 10 working days of being notified by USTRADEBANK.com of such breach;

(9)        Member has committed breaches other than those under paragraphs (1)–(7) hereof for 3 or more times;

 (10)     Member ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors or similar proceeding.  

(11)  Violation of the Member Responsibilities as outlined in Section 6 above.

(12)   Member failure to pay all fees to USTRADEBANK.com or its affiliates.

8.2       If the Agreement is terminated under clause 8.1 and other provisions of this Agreement, USTRADEBANK.com shall have the right to refuse any and all current or future use by Member of the Services or any other services that may be provided by USTRADEBANK.com.

8.3       In the event that USTRADEBANK.com does not receive full payment of subscription fees within ten (10) days of automatic renewal of subscription for the Service, such Member's subscription shall be terminated immediately without further notification from USTRADEBANK.com.  Access to the U.S. Manufacturer Service shall be denied upon such termination.

9.         Force Majeure

9.1       Under no circumstances shall USTRADEBANK.com be held liable for any delay,  failure, or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, natural disasters, Internet failures, computer, telecommunications, or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, terrorism, war, governmental actions, orders of domestic or foreign courts, or tribunals.

10.       General Provisions

10.1     This Agreement constitutes the entire agreement between Member and USTRADEBANK.com and governs the use of the Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

10.2     CHOICE OF LAW – This Agreement shall be deemed to have been made under, and shall be construed and interpreted in accordance with, the substantive laws of the State of Florida, without regard to any choice of law rules or principles. You hereby submit to the exclusive  jurisdiction of the state courts for the State of Florida, County of Broward, and said court shall have exclusive jurisdiction and venue to adjudicate the rights and obligations of the parties relating in any manner to this Agreement. You hereby designate the Secretary of State of Florida as an authorized agent to accept service of process for You in the State of Florida. The party’s specifically waive trial by jury of all issues.

 

10.3     If any provision of this Agreement is held to be invalid or unenforceable, such a provision shall be struck and the remaining provisions shall be enforced.

10.4     Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such a section.

10.5     Any failure by USTRADEBANK.com to exercise any of its rights under this Agreement shall not constitute a waiver of such a right or a waiver with respect to subsequent or a similar breach.  A waiver shall be effective only if made in writing.

10.6     USTRADEBANK.com shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of USTRADEBANK.com). Member may not assign, in whole or part, this Agreement to any person or entity.

10.7     If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail. Any non-English language version of this Agreement is provided for reference purposes only.


All memberships subject to POLICIES, TERMS AND CONDITIONS included on the site.

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