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.
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.
