Tradows - User Agreement

Tradows User Agreement

Introduction

Welcome to tradows.com. By using the services available from the domain and sub-domains of tradows.com (the "Site") you are agreeing to the following terms, including those available by hyperlink (the "Agreement" or "User Agreement") with Tradows Services Inc. and the general principles for the web sites of our subsidiaries and international affiliates. If you have any questions, please refer to the Help section on the Site.

Before you may become a member of Tradows, you must read and accept all of the terms and conditions in, and linked to, this User Agreement and the Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you also agree that your use of other Tradows branded web sites will be governed by the User Agreement and Privacy Policy posted on those web sites.

This Agreement is effective on February 1st, 2006 for current users, and upon acceptance for new users.

Using Tradows

While using the Site, you will not:

post content or items in an inappropriate category or areas on the Site;
violate any laws, third party rights, or our policies such as the Prohibited and Restricted Items policies;
use the Site if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Site;
fail to deliver payment for items purchased by you, unless the seller has materially changed the item's description after you order, a clear typographical error is made;
fail to deliver items purchased from you, unless the buyer fails to meet the posted terms;
manipulate the price of any item or interfere with other user's listings;
circumvent or manipulate our fee structure, the billing process, or fees owed to Tradows;
post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Site or for using it for purposes unrelated to Tradows);
transfer your Tradows account (including feedback) and User ID to another party without the consent of Tradows;
distribute or post spam, chain letters, or pyramid schemes;
distribute viruses or any other technologies that may harm Tradows, or the interests or property of Tradows users;
copy, modify, or distribute content from the Site and Tradows's copyrights and trademarks; or
harvest or otherwise collect information about users, including email addresses, without their consent.

Abusing Tradows

Tradows and the Community work together to keep the site working properly and the Community safe. Please report problems, offensive content, and policy violations to us.

Tradows's lawyers work to ensure that listed items do not infringe upon the copyright, trademark or other rights of third parties. If you believe that your rights have been violated, please notify our Lawyers and we will investigate.

Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, remove hosted content, and take technical and legal steps to keep users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts.

Fees and Services

Tradows charges a monthly subscription fee according to your selected service package and an extra activity fee if you exceed the usage within your selected packages. Monthly subscription fee including taxes must be paid through a valid credit card on the recursive basis. Activity fee including taxes are due and payable as specified by Tradows invoice to you. Charges will be deemed to be correct if not disputed by you within (30) days of the invoice date. All amounts not paid by the due date are overdue and you must also pay a late payment charge of 2% per month. Tradows may terminate your Service, in its sole discretion, if any charges is overdue more than (60) days.

Content License

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future. (We need these rights to host and display your content.)

Liability

You will not hold Tradows responsible for other members' actions or inactions, including things they post. You acknowledge that we do not guarantee the information accuracy posted by the members, even the members are introduced to you by Tradows. We are not involved in the actual transaction between buyers and sellers. We have no control over and do not guarantee the quality, safety or legality of items listed, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.
Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of the total fees you paid to us in the 12 months prior to the action giving rise to the liability.

Release

If you have a dispute with one or more members, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Access and Interference

The Site contains robot exclusion headers. Much of the information on the Site is updated on a real-time basis and is proprietary or is licensed to Tradows by our members or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.

Additionally, you agree that you will not:

take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of Tradows and the appropriate third party, as applicable;
interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the Tradows Privacy Policy. We view protection of users' privacy as a very important community principle. We store and process your information on computers located in Canada that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. For a complete description of how we use and protect your personal information, see the Tradows Privacy Policy. If you object to your Information being transferred or used in this way please do not use our services.

Indemnity

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on Tradows's national registered agent (in the case of Tradows) or to the email address you provide to Tradows during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

Resolution of Disputes

If a dispute arises between you and Tradows, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Tradows agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to http://dispute.tradows.com/. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the province of Ontario. You agree that any claim or dispute you may have against Tradows must be resolved by a court located in Ontario, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Canada for the purpose of litigating all such claims or disputes.
Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Improperly Filed Claims - All claims you bring against Tradows must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, Tradows may recover attorneys' fees and costs up to $1000, provided that Tradows has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

General

We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. Additionally, we will notify you through the Site's message center tools. This Agreement may not be otherwise amended except in a writing signed by you and us. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content License, Liability, Indemnity and Resolution of Disputes.