Tradeloop Corporation Terms of
Service Agreement
1. TERMS OF SERVICE AGREEMENT
A. Terms and Definitions
Tradeloop Corporation ("Tradeloop" or "we") provides its Tradeloop
service (the "Service") to you as a registered subscriber or
authorized user ("Member" or "you"), subject to the terms of this
agreement. This documents is a binding agreement we shall refer to as
"terms" (you may access this contract at any time online through the
'your account' section). These terms comprise the entire agreement
between Tradeloop and you, superseding any prior agreements between
you and Tradeloop with respect to its subject matter. Additionally,
you may be subject to additional terms and conditions that may apply
when you use additional services (e.g., international and other dealer
areas), third-party content or software. Additional terms and
conditions include but are not limited to the "Member Directory
License Additional Terms" set forth below as Section 13 and "Member
Listing Additional Terms" set forth below as Section 14.
B. Change of Terms
Tradeloop may change the terms at any time. You agree to review the
terms periodically to be aware of such changes. If any change is
unacceptable to you, you may terminate your membership as provided in
Section 10 below. Your continued use of the Service following the
Effective Date of any such change to the terms constitutes acceptance
of all such changes.
2. YOUR ACCOUNT INFORMATION
A. Registration Validity
You agree to provide Tradeloop with accurate, complete, and current
registration information. Failure to do this shall constitute a breach
of this agreement and unauthorized access to the Service. Unauthorized
access to the Service could result in immediate termination of your
account and subject you to civil and criminal liability. Unless you
have prior written authorization from Tradeloop, you may not register
for additional accounts.
B. Logins and Passwords
By registering as a Member, you will receive a password and login.
Either may be used to identify you to the Service, and logins may
occasionally be used as a 'screen name' online. You may not select or
use a login or screen name of another person (unless it is also your
name), a name in violation of a third party's property rights, or a
screen name that Tradeloop deems offensive or otherwise inappropriate.
Tradeloop owns all logins and screen names and licenses them to you.
Additionally, you may not use your login or screen name in violation
of the terms or in ways Tradeloop deems inappropriate (e.g., sending
or causing to be sent mass email solicitations). Tradeloop reserves
the right to delete any such login or screen name or to request
deletion.
C. Usage
You are entirely liable for all activities conducted through your
login. A Member may permit another individual in the same organization
(company, corporation, etc...) to use the Members accounts subject to
the following limitations: The Member must agree to (1) supervise the
other individuals use of the Members accounts, (2) assume any and all
resulting liabilities of such use, including responsibility for any
and all content accessed on the Service or the Internet, and (3)
acknowledge that the decision to allow another individual to use the
account is made by the Member and not Tradeloop. You may not permit
usage of the account by individuals in another organization, including
any parent, subsidiaries, or affiliates; they must obtain their own
separate login.
D. Termination
Members who have had their membership terminated may not access the
Service without Tradeloop's prior express written (including email)
permission. Members may not allow a former Member or other agent whose
membership has been terminated to use their account. For additional
information on re-registration and multiple accounts, see Section 10
below.
E .Members agree to abide by the Tradeloop Code of Business Practices
and Ethics, as specified at http://www.tradeloop.com/ethics
3. CHARGES AND BILLING PRACTICES
A. Charges
You may obtain current rates and surcharges for using the Service by
calling Tradeloop's Customer Service at 1-888-946-5667 or by selecting
"Billing" in the "Your Account" section. Billing rates do not include
any sales, use, value-added, personal property, or other governmental
tax or levy imposed on goods or services billed to Members account.
You are responsible for any such taxes.
B. Billing Cycle - Credit Cards
If you have elected to pay for the Service by credit card and
Tradeloop does not receive payment from the card issuer or its agents,
you agree to pay all amounts due upon demand by Tradeloop. Each time
you use the Service you agree and reaffirm that Tradeloop is
authorized to charge your designated card or withdraw funds via
electronic funds transfer from your checking account, whichever
situation applies. Your card issuer agreement governs your use of your
designated card in connection with the Service, and you must refer to
that agreement and not these terms with respect to your rights and
liabilities as a card holder. You agree that Tradeloop may, at its
option, accumulate charges incurred during your billing cycle and
submit them as one or more aggregate charges during or at the end of
each cycle for electronic funds transfer from your checking account or
credit card as applicable. This means that accumulated charges may
appear on the statement you receive from your bank or card issuer.
Further, you agree that Tradeloop may delay obtaining authorization
from your card issuer until submission of the accumulated charges. You
acknowledge that if you want to see the components of accumulated
charges you may do so by calling customer service at 888-946-5667.
C. Late Payment
If Tradeloop does not receive the full amount of your account balance
within thirty (30) days of the invoice date, an additional 1.5% (or
the highest amount allowed by law, whichever is lower) per month late
charge may be added to your bill and immediately become due and
payable. Member shall be liable for all attorney and collection fees
arising from Process efforts to collect any unpaid balance of your
account(s). You agree to be billed for and to pay any outstanding
balance in the event of cancellation or termination of your account.
Unless you notify Tradeloop of any discrepancies within ninety (90)
days after they first appear on your account statement, they will be
deemed acceptable by you for all purposes, including resolution of
inquiries made by your card issuer. You release Tradeloop from all
liabilities and claim of loss resulting from any error or discrepancy
that is not reported to Tradeloop within ninety (90) days of its
publication.
D. BILLING CHANGES
TRADELOOP RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND
BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR
SEPARATE CHARGES FOR ONLINE AREAS, CONTENT, OR SERVICES PROVIDED BY
TRADELOOP OR ITS AFFILIATES, EFFECTIVE THIRTY (30) DAYS AFTER AN
ONLINE POSTING IN THE BILLING AREA OF THE SERVICE (AGAIN, IN THE
"BILLING" SCREEN OF THE "YOUR ACCOUNT" SECTION). TRADELOOP MAY ALSO
ELECT, AT ITS DISCRETION, TO SUPPLEMENT SUCH NOTICE OF BILLING CHARGES
THROUGH POP-UPS OR EMAIL TO YOUR LOGIN OR SCREEN NAME OR THROUGH THE
U.S. MAIL TO THE MASTER ACCOUNT HOLDER. If any such change is
unacceptable to you, you may terminate your membership as provided in
Section 10 below. Your continued use of the Service following the
Effective Date shall constitute your acceptance of such change. Your
membership fees are payable in advance and are not refundable in whole
or part.
E. You are responsible for all charges associated with connecting to
the Service through the internet.
4. RIGHTS AND RESPONSIBILITIES
A. CONTENT.
You acknowledge that:
(i) The Service may contain parts listings, parts information, company
information, company listings, Member communications, software,
graphics, logos, photos, video, sounds, and other material and
services (collectively "Content");
(ii) Such Content is provided by other Members, Tradeloop and its
affiliates; and
(iii) At minimum, Tradeloop owns a copyright in the selection,
coordination, arrangement, and enhancement of such Content.
Each Member and any user of Members account must evaluate, and bear
the risk associated with any reliance on the accuracy, completeness or
usefulness of any Content. Tradeloop does not pre-screen Content as a
matter of policy: however Tradeloop and its affiliates shall have the
right, but not the responsibility, to remove Content that they deem
harmful, offensive or otherwise in violation of these terms.
Accordingly, you acknowledge that neither Tradeloop, its affiliates,
nor any other Member shall assume or have any liability for any action
or inaction by Tradeloop or its affiliates, or any other Member, with
respect to Content on, or Content changes within, the Service.
B. PROPRIETARY RIGHTS.
You acknowledge the following:
(i) Tradeloop permits access to Content that is protected by
copyrights, trademarks, and other intellectual and proprietary rights
("Rights");
(ii) These Rights are valid and protected in all media and
technologies existing now or later developed; and
(iii) Except as explicitly provided otherwise, these terms, applicable
copyright and other laws govern your use of Content (see the Rules,
Section D, for details).
You agree that you may upload to the trading floor, software files,
message boards, or otherwise transmit on or through the Service only
Content that (1) is not subject to any Rights, or (2) any holder of
Rights has given express authorization for distribution on the
Service. You represent that if you upload any files, you have the
legal authorization to do so. You agree that Tradeloop may employ
virus-checking technology to protect its system and its Members from
viruses. You also permit any Member and authorized user to access,
display, view, store and reproduce the Content for personal use.
Subject to the foregoing, the owner of Content placed on the Service
retains any and all Rights that may exist in such Content.
C. CONDUCT AND COMMUNICATION
You recognize that communication over the Service often occurs in real
time or is posted on one of the Service's message boards or libraries.
You acknowledge that Tradeloop cannot, and does not intend to, screen
communication in advance for accuracy or conformance to these terms or
any laws. However, Tradeloop may elect, at its sole discretion, to
monitor some, all, or none of the Service's areas for adherence to
these terms. Accordingly, you acknowledge that neither Tradeloop, its
affiliates, nor any Member shall assume or have any liability for any
action or inaction by Tradeloop, its affiliates, or any Member with
respect to Content on the Service. Any conduct by a Member that in
Tradeloop's sole discretion restricts or inhibits any other Member,
person or entity from using the Service or another service shall
entitle Tradeloop to immediately terminate membership without notice.
You agree to use the Service only for lawful purposes. You may not
use, or allow others to use, your account, either directly or
indirectly, to:
(1) post, transmit, or promote any unlawful, harmful, threatening,
abusive, harassing, defamatory, vulgar, obscene, hateful, racially,
ethnically or otherwise objectionable Content;
(2) harass, threaten, embarrass, or cause distress, unwanted attention
or discomfort upon another Member or user of the Service or other
person or entity;
(3) post, transmit, promote, link, or facilitate the distribution
Content which is deemed by Tradeloop to be offensive;
(4) disrupt the normal flow of postings on any trading floor or
database view of parts listings, or of any dialogue on a message board
or otherwise act in a manner that negatively affects other Members,
users, individuals or entities, such as repeat postings of erroneous
part numbers or any action to a similar disruptive effect;
(5) impersonate any person or entity, including, but not limited to, a
Tradeloop official or another Member, or communicate under a false
name or a name that you are not entitled or authorized to use.
(6) post or transmit, or cause to be posted or transmitted, any
unsolicited advertising, promotional materials, or other forms of
solicitation to other Members, individuals or entities, except in
those areas that are expressly designated for such a purpose.
(7) post or transmit, or cause to be posted or transmitted, any
communication or solicitation designed or intended to obtain password,
account, or private financial information from any Member;
(8) intentionally or unintentionally violate any applicable local,
state, national, international or foreign law, including, but not
limited to, any rules or regulations having the force of law.
You also agree and accept that as new products become available on or
through the Service, your use of these products is subject to these
terms. In addition to Content and services provided by members,
Tradeloop, and its affiliates, others may offer Content, software or
other services to Members with their own terms and conditions relating
to your use. Failure to abide by these terms and conditions may result
in termination of membership. Furthermore, yet to be developed other
areas may subject Members to their own usage policies.
5. PRIVACY POLICY
A. INTRODUCTION
(i) General. Because protecting your privacy is very important to
Tradeloop, we have established a privacy policy that safeguards your
confidential company information, and are committed to protecting its
confidentiality. We will limit the collection and use of information
to what is necessary to administer our business, provide you with the
highest quality service, and offer you opportunities we think will be
of interest. We will NOT disclose any confidential company information
except in limited circumstances as specifically provided below.
Types of Information. Information is any information, data or records
that relate to your membership or use of the Service and identifies
you or your individual Member account. The four types of Company
Information are: (1) "identity and billing information," such as your
name, street address, telephone number, billing information, and the
login and password associated with your account; (2) "navigational and
transactional information," such as information about where you go,
your search requests, saved search request, what you view, and what
you do on the Service; (3) "private communications," such as the
contents of email, or private conference room and bulletin board
discussions; and (4) Confidential Content including but not limited to
parts listings, want-to-buy and want-to-sell information, and
confidential prices and costs listings associated with inventory
management in the current service and upcoming features.
(iv) Member Disclosures. Other Members independent from Tradeloop
visit many of the online areas that you visit. Although Tradeloop will
seek to require these independent companies (e.g., members, including
advertisers and merchants) to adhere to our strong privacy principles,
Tradeloop does not bear responsibility for their policies or actions.
Be aware that when you voluntarily disclose as parts listings or in
conference rooms or bulletin boards, others may collect and use your
information.
B. MEMBER IDENTITY AND BILLING INFORMATION.
(i) Collection and Storage. We maintain the following types of
identity and billing information: your name, street address, telephone
number(s), length of membership, and payment information. If you wish
to view your identity information and billing, please contact us at
888-946-5667 or check the 'billing' screen in the 'my account'
section. We may also keep information on your communications with our
Customer Service or Community Action departments, and general account
history, such as accumulated usage credits or written complaints
relating to your account. We safeguard this Information from
unauthorized access and only authorized employees or agents who need
to carry out legitimate business functions are permitted access to
Members Information. Employees who violate Process privacy policies
are subject to disciplinary actions, including termination where
appropriate. We may use agents, who are bound by strict
confidentiality guidelines, to perform storage, processing, and other
limited functions on Tradeloop's behalf.
(ii) Use. We use identity and billing information to administer our
business, ensure that you are properly billed and offer you
opportunities (e.g., pop-ups or email) that may be of interest.
(iii) Disclosure. We do not release confidential information about
Members, such as Members credit card or checking account numbers,
unless required to do so by law or legal process served on Tradeloop
(e.g., a subpoena). Tradeloop, at its sole discretion, reserves the
right to make exceptions to this policy in extraordinary circumstances
(such as a bomb or suicide threat, or instances of suspected illegal
activity) on a case-by-case basis.
When feasible, we do allow our Members to access and verify their
Member Identity and Billing Information. We also allow our Members to
request corrections to this Information. Tradeloop generally retains
account history records for around 90 days.
Tradeloop intends to abide by applicable laws governing the disclosure
to governmental entities of Individual Information and other records.
If we are under a legal obligation to disclose Individual Information
to a private citizen or entity, we may make efforts under the
circumstances to notify the affected Member(s) in advance of releasing
it in order to provide the Member(s) an opportunity to pursue any
available legal protection
C. NAVIGATIONAL AND TRANSACTIONAL INFORMATION.
(i) Collection. We may collect and store certain navigational and
transactional information, such as data on the choices you make from
the range of available services or merchandise, and the times and ways
you use the Service and the Internet. Members may request to have all
navigational and transaction information kept confidential.
(ii) Use. Tradeloop uses navigational and transactional information to
personalize the Service and for programming and editorial research.
For example, we use this information to understand our Members
reactions to menu items, Content, services and merchandise offered
through the Service and to customize the Service based on our Members
interests.
(iii) Transactional The Service is an information venue which provide
allows registered sellers to conduct sales, and for buyers to make
offers on such property or services. None of Tradeloop, any Tradeloop
partner with whom Tradeloop jointly provides products or services to
Members through the Service (the "Partners") or any entity who has
links from their Web site to the Site via banner advertisements or
hypertext logos or links is involved in the actual transactions
between buyers and sellers and therefore, has no control over the
quality, safety or legality of the items offered, the truth or
accuracy of the listings, the ability of sellers to sell the property
or services, or the ability of buyers to buy the property or services.
Tradeloop does not qualify buyers or sellers and does not confirm the
identity of each User. NEITHER TRADELOOP NOR ANY PARTNER OR ANY LINKED
SITE MAKES ANY ENDORSEMENT OR WARRANTY REGARDING ANY GOODS OR SERVICES
PURCHASED, SOLD OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS
ENTERED INTO THROUGH THE SITE. However, the foregoing sentences do not
exempt any Partners whose products or services are sold through the
Site, either by them or other parties, from honoring any pre-existing
representations or warranties that they normally provide with respect
to products or services. There may be risks dealing with foreign
nationals, underage persons or people acting under false pretense.
Since appearance on the Site is not an indication of creditworthiness,
trustworthiness, or acceptability, Users involved in a sale are
advised to communicate directly with other Users and make their own
determinations as to whether to proceed with a transaction. Because
Tradeloop is not and can not be involved in dealings between Users, in
the event that Members have a dispute with another User (whether a
buyer or seller), Members hereby release Tradeloop, its directors,
officers, employees and agents from and against any and all claims,
demands and damages (actual and consequential) of every kind and
nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with such
disputes. If a Member is a California resident, Members waive
California Civil Code §1542, which says: "A general release does not
extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor."
D. PRIVATE COMMUNICATIONS
(i) Collection and Storage. Tradeloop email system retains the
contents of private email communications - Consequently, to keep
copies of any communications, you should store them on your personal
computer hard drive or in print form. You agree that Tradeloop may
employ email virus-checking technology to protect its system and its
members from viruses.
(ii) Use. Tradeloop treats Content, listings and communications on or
through the Service as strictly confidential. Tradeloop does not
disclose the contents of listings and private communications, except
in limited circumstances as specifically provided below.
6. INTERNATIONAL CONTENT AND THE INTERNET
A. INTERNATIONAL LISTINGS
You acknowledge that your use of the Service allows access or will
allow access to international listings and possibly areas containing
Content originating from Tradeloop and its affiliates, other Members
and users of the Service, members, as well as other third parties
which may originate from countries other than the United States. Your
access to and use of the International Areas and International Content
will be governed (in addition to these terms) by separate terms and
operating policies and applicable national laws and customs.
B. INTERNET
Neither Tradeloop nor its affiliates shall be held responsible or
liable, directly or indirectly, for any loss or damage caused or
alleged to have been caused by your use of or reliance on any content,
goods or services available through the Service or internet sites
accessed through the Service, or your inability to access the Service
or any of its sites. This paragraphs provisions shall apply with equal
force even where the Service features or displays a link with any
particular Web site. Accordingly, Tradeloop and its affiliates
specifically disclaim any responsibility or liability for any conduct,
content, goods and services available on or through the Service or
Internet sites linked to by the Service (including, without
limitation, any part of the Web). Tradeloop retains the right, but not
the obligation, at its sole discretion and without prior notice or
liability, to restrict and/or terminate a Members access to the
Service if in Tradeloop's sole discretion, your use violates any
applicable law or regulation, any prohibitions on your conduct, or
otherwise inhibits any other user from fully utilizing the Service.
Additionally, Tradeloop retains the right, but not the obligation, in
its sole discretion and without prior notice or liability, to block or
otherwise limit the distribution within the Service of mass email
solicitations or other Internet content.
7. SOFTWARE LICENSES
Tradeloop grants to you a non-exclusive, limited license to use the
Service from any location in accordance with this agreement. This
license is subject to the restriction that, except where expressly
permitted by law, you may not translate, reverse-engineer or
reverse-compile or decompile, disassemble or make derivative works
from, the Service or Tradeloop's software. You agree and accept that
Tradeloop's introduction of various technologies may not be consistent
across all platforms and or web-browsers (e.g., Macintosh or AOL).
8. NO WARRANTY; AS IS; LIMITATION ON LIABILITY
MEMBER EXPRESSLY AGREES THAT THE USE OF THE SERVICE AND TRADELOOP
SOFTWARE ARE AT MEMBERS SOLE RISK. THE SERVICE, TRADELOOP SOFTWARE,
AND TRADELOOP PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR
YOUR PERSONAL AND CORPORATE USE, WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY
INCAPABLE OF EXCLUSION. TRADELOOP PROVIDES THE SERVICE ON A
COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT MEMBERS WILL
BE ABLE TO ACCESS THE SERVICE AT A TIME OR LOCATION OF THEIR CHOOSING,
OR THAT IT WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR
FOR PARTICULAR PRODUCTS. TRADELOOP DOES NOT ENDORSE, WARRANT OR
GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE, EXCEPT
AS EXPRESSLY PROVIDED ELSEWHERE, AND WILL NOT BE A PARTY TO OR IN ANY
WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF
PRODUCTS OR SERVICES.
Under no circumstances shall TRADELOOP, its employees, affiliates or
contractors be liable for damages that result in any way from any use
of your account or the Service or your inability to use the Service or
your reliance on or use of services or product provided on or through
the Service or that result from mistakes, omissions, interruptions,
deletion of information, errors, defects, delays in operation or
transmission, or any failure of performance.
To the maximum extent permitted by law, under no circumstances and
under no legal theory, tort, contract, or otherwise, shall we be
liable to you or any other person for any money damages, whether
direct, indirect, special, incidental, cover, reliance or
consequential damages, even if we shall have been informed of the
possibility of such damages, or for any claim by any other party.
In the event that notwithstanding the foregoing, we are found liable
to you for damages from any cause whatsoever, and regardless of the
form of the action (whether in contract, tort (including negligence),
product liability or otherwise), our liability to you will be limited
to the greater of $1,000 or the amount you paid for the Service in the
twelve month period preceding your claim.
Some jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages, so this limitation and exclusion
may not apply to you.
9. INDEMNIFICATION
Member agrees to defend, indemnify and hold harmless Tradeloop, its
affiliated companies, its employees, contractors, officers, directors,
telecommunications providers, members from all liabilities, claims and
expenses, including attorneys fees, that arise from the use of the
Service, from the breach of these terms or by use of, or in connection
with, the transmission of any Content on the Service by or through
Members master or sub-accounts. Tradeloop reserves the right, at its
own expense, to assume the exclusive defense and control of any matter
otherwise subject to indemnification by Member hereunder. In such
event, Member shall have no further obligation to provide
indemnification for such matter.
10. TERMINATION
A. Either you or Tradeloop may terminate your membership at any time.
This is your sole right and remedy with respect to any dissatisfaction
with the Service, including, but not limited to, (1) any term, policy
or practice of Tradeloop in operating the Service, (2) Content
available through the Service or change therein, or (3) any amount or
type of fees, surcharges, billing methods, or change therein. You can
terminate your membership by delivering notice to Tradeloop's Customer
Service Department at 1-888-946-5667, or by sending your cancellation
request via US Mail to: Tradeloop Corporation, 15 New England
Executive Park, Burlington, MA 01803. Your termination will take
effect within a reasonable time after Tradeloop's receipt of your
notice as described above.
B. In the event that your account is terminated or canceled, no refund
will be granted. Members whose accounts Tradeloop has terminated may
not access the Service without Tradeloop's prior express written
permission. Active Members may not allow former Members or other
agents whose memberships have been terminated to use their accounts.
Any delinquent or unpaid accounts or accounts with unresolved issues
with Tradeloop must be concluded before you may re-register with
Tradeloop. Members using multiple accounts without prior express
written permission from Tradeloop shall have their membership
terminated.
11. LAW; GENERAL
A. The laws of the Commonwealth of Massachusetts, excluding its
conflicts-of-law rules, govern these terms and your membership. As
noted above, Member conduct may be subject to other local, state, and
national laws. Member expressly agrees that exclusive jurisdiction for
any claim or dispute resides in the courts of the Commonwealth of
Massachusetts. Member further agrees and expressly consents to the
exercise of personal jurisdiction in the Commonwealth of Massachusetts
in connection with any dispute or claim involving Tradeloop.
If any part of the terms is held invalid or unenforceable, that
portion shall be construed consistent with applicable law to reflect,
as nearly as possible, the original intentions of the parties, and the
remaining portions remain in full force and effect.
These terms are personal to you and may not be assigned or transferred
by you to any third party. If you are using the Service on behalf of a
business entity, these terms bind you and the entity on whose behalf
you are agreeing.
12. LEGAL NOTICES
Under California Civil Code Section 1789.3, California Members are
entitled to the following specific consumer rights information:
1. Pricing Information. Current rates for using Tradeloop may be
obtained by calling 1-888-946-5667. Tradeloop Corporation reserves the
right to change fees, surcharges, monthly membership fees or to
institute new fees at any time upon thirty (30) days prior notice, as
provided for in the terms of Service at Section 3.
2. Complaints. The Complaint Assistance Unit of the Division of
Consumer Services of the Department of Consumer Affairs may be
contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or
by telephone at 1-916-445-1254.
13. MEMBER DIRECTORY LICENSE ADDITIONAL TERMS
Access to Tradeloop's Member Directory may be granted at Tradeloop's
discretion on the additional following terms. These terms are in
addition to and not in substitution of the above terms of Service
Agreement.
A. GENERAL. Tradeloop grants a non-exclusive limited license to you
(the "Directory Customer" or "you") or the entity on whose behalf you
are agreeing (but not any parent, subsidiaries, or affiliates) to
access the Tradeloop Member Directory (the "Directory") and data in
the Directory ("the Data") for the following limited purposes and
uses.
B. PERMITTED USE The Directory and the Data, as licensed pursuant to
these terms, will be kept confidential and will be used only for your
internal purposes, limited to accessing online information about
Members, or to make contact or communicate with Members, or for the
purpose of facilitating transactions through the Service.
C. RESTRICTIONS ON USE You may NOT use the Member Directory to create
marketing lists of any kind ("Lists"). You may not: (a) copy or
otherwise reproduce the Member Directory in computer readable or human
readable form; or (b) alter, modify, or adapt the Member Directory,
including but not limited to, translating, or creating derivative
works. You may not directly or indirectly sell or disclose Member
Directory data to third parties. Tradeloop monitors usage of the
Member Directory and reserves the right to restrict usage to prevent
harvesting of lists, and to revoke access to the Directory.
D. DURATION OF LICENSE You may access the Member Directory in
accordance with these terms so long as you are a Member in good
standing. Usage requires a Account paid in full and a yearly
subscription for the Service.
E. PROPRIETARY RIGHTS The Data has been compiled and authored by
Tradeloop. You acknowledge and concur that the Data contains
confidential information that derives independent economic value,
actual or potential, from not being generally known to other persons
who could obtain economic value from its use. The Data is therefore
the subject of efforts which are reasonable under the circumstances to
maintain its secrecy. Your use of the Directory consistent with the
restrictions on use above to make one-to-one contact or one-to-one
communication with individual entities identified through the use of
the Data (not to be used as noted above as a marketing list) is a
permitted activity and does not violate your obligation to keep the
Data confidential. You may retain information, data, or facts you
obtain as a result of third-party responses to you use of the Data.
You agree that you will not do anything that would impair Tradeloop's
copyright or other proprietary rights in the Directory or any portion
of the Directory. You may not grant access to the Directory to any
person or entity other than your employees or authorized agents. If
you grant access to the Directory to your employees or authorized
agents, you shall give them notice of the confidential, proprietary
and legal interests held by Tradeloop in the Directory and of the
prohibitions on unauthorized disclosure or dissemination of all or any
part of the Directory. Tradeloop retains all rights not expressly
granted. Nothing in these terms constitutes a waiver of Tradeloop's
rights under U.S. copyright laws or any other federal or state laws.
14. MEMBER LISTING ADDITIONAL TERMS
Access to the [Vendorbase section of the Service] may be granted at
Tradeloop's discretion on the additional following terms. These terms
are in addition to and not in substitution of the above terms of
Service Agreement.
A. RESPONSIBILITY. You may act as a vendor or a prospective buyer and
may enter into correspondence with, and/or conduct transactions with
other users. Any such content, correspondence or transaction,
including the delivery of all goods and services, and any other terms,
conditions, are solely between you and such other user.
B. POSTING LISTING. You may post listings on the Service under your
login so long as you continue to comply with the following terms and
conditions:
(1) You must be Member in good standing with no posted ethics
complaints.
(2) You guarantee the item is in stock and available for single piece
sale to end-users.
(3) You list a retail price and honor that price. Wholesale (Tradeloop))
price must be less than the Retail (Vendorbase) price.
(4) You must have a stated warranty and return policy posted on the
site.
(5) You must classify your items according to the following
definitions; you warrant that each item is properly classified:
"New" means as purchased from the manufacturer with original unopened
packaging and manufacturer's warranty, which is specified.
"Unused" means may or may not be in original package. Has not been
used in any way since being manufactured. Warranty by manufacturer or
vendor must be specified.
"Manufacturer Refurbished" means only product coming from Manufacturer
authorized sources, with warranty specified by the manufacturer.
"Dealer Refurbished" means refurbished by other than a Manufacturer
authorized source; you must specifically indicate the level of
refurbishment and warranty specification on contract or purchase
order.
"Used" means all other products other than the above categories; but
has an associated warranty and you guarantee eligibility for original
manufacturers maintainability, the standard warranty being 30 days,
unless otherwise agreed to.
"As Is" means may or may not be functional and has no associated
warranty.
"Pulls" means a semiconductor device, which has been removed, from a
printed circuit board or equipment by unsoldering or other heating
process. Unsoldered pulls are not common and typically a source of
parts that are extremely scarce or difficult to source by other means.
"Clean Pulls" means a semiconductor device, which has been removed
from a socket on a printed circuit board or equipment, which in most
case is brand new or unused. Items described as CLEAN PULL have NOT at
anytime been soldered.
"Open Box" means opened by the original customer but unused. Warranty
by manufacturer or vendor must be specified.
DEFINITIONS AND REFERENCES
"terms" = The terms of Service
"Tradeloop" = The Tradeloop service
"Tradeloop Corporation" or "we" = Tradeloop Corporation
"Member" or "you" = A registered subscriber or authorized user of
Tradeloop
"Effective Date" = Thirty (30) days after the date of the last terms
change as posted in the terms of Service area
"Content" = Information, parts listings, communications, software,
photos, video, graphics, sounds and other material and services,
collectively
"members" = Independent providers of Content
"Rights" = Copyrights, trademarks, and other intellectual and
proprietary rights |
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