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, Russia, Ukraine, 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, Russia, Ukraine, 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.
