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.
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.
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
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
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
(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
(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.
(9) attempt to circumvent the established Tradeloop process or to divert Tradeloop
users to another website or communication process, including the use of email or the
inclusion of hyperlinks, URLs, or web addresses within any email messages or any
product/listing description fields, with the exception of messages sent
member-member through the communications system, where you are allowed to exchange
contact info to enable communication offline.
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.
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.
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
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
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.
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.
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. 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
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
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 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
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
(3) You list a retail price and honor that price. Wholesale price must be less than
the Retail price.
(4) You must have a stated warranty and return policy posted on the site.
(5) You must classify your items according to the grading conditions as shown in the
listings section, or otherwise provide your own detailed definition. You warrant
that each item is properly classified:
(6) You may not create a listing that attempts to circumvent the established
Tradeloop communication process or that diverts Tradeloop users to another website
or communication process. This may include the use of email or the inclusion of
hyperlinks, URLs, or web addresses within any email messages or any product/listing
DEFINITIONS AND REFERENCES
“terms” = The terms of Service
“Tradeloop” = The Tradeloop service
“Tradeloop Corporation” or “we” = Tradeloop
“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
Last Changed On: 1/13/04