1. TERMS OF SERVICE
1.02 ACCEPTANCE AND APPLICABILITY OF THIS AGREEMENT, ENFORCEMENT, ACCOUNT INFORMATION AND SECURITY:
(C) WAIVERS: No waiver of any provision in this Agreement shall be valid unless in writing and executed by an authorized employee or other authorized agent of the party to be charged. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it was given and is not to be construed as a waiver for any future occasion or against any other Person. No conduct by EXHIBITTRADER.COM (such as any waiver, failure or delay in enforcing any right or remedy under this Agreement, or course of dealing) shall constitute as a waiver of any provision in this Agreement or prevent subsequent enforcement of any provision of this Agreement by EXHIBITTRADER.COM.
1.03 DEFINITIONS: "Website" means the website with the primary homepage https://www.exhibittrader.com, any extension of that Internet domain or URL, together with any successor or replacement thereto. "Our Affiliates" means all entities that directly or indirectly own or control, are controlled by, or are under common control with EXHIBITTRADER.COM. "ExhibitTrader Associates" means affiliates, successors, assigns, officers, directors, employees, agents, attorneys-in-fact and at-law of EXHIBITTRADER.COM. "ExhibitTrader Affiliated Sites" means the Website and any other "website" (Internet site, whether or not hosted on the World Wide Web) that is co-branded with or operating under a license from EXHIBITTRADER.COM (including any other website through which ExhibitTrader Product(s) or ExhibitTrader Service(s) are syndicated, offered, merchandised, advertised, or described); each is an "ExhibitTrader Affiliated Site." "ExhibitTrader Product" means any product made by or under direction from EXHIBITTRADER.COM or its designees or distributed by EXHIBITTRADER.COM (i.e., not Products advertised by third parties for sale or rent on the Website or other ExhibitTrader Affiliated Site). "ExhibitTrader Service" means any service provided by EXHIBITTRADER.COM, including the Website and other services such as advertising, extensions of credit, newsletters, construction or distribution of goods, giving of advice, or processing of orders, whether provided through the Website, over the telephone, in person, or otherwise (i.e., not Services offered by third parties on the Website or other ExhibitTrader Affiliated Site). "Person(s)" means any individual(s), group(s), or entity(s). "Content" means text, files, buttons, images, features, photos, videos, sounds, musical works, works of authorship, applications, or any other similar material made available on the Website or through any other EXHIBITTRADER.COM Service.
1.04 EXHIBITTRADER.COM reserves the right to temporarily or permanently restrict, suspend, or terminate access to all or any part of the Website or other ExhibitTrader Affiliated Site by any User, or to change, suspend, or discontinue all or any aspect of the Website or other ExhibitTrader Affiliated Site (to the extent of our rights to take such action), including the availability of any feature, database, information, or other Content, at any time and without liability or prior notice, in the sole discretion of EXHIBITTRADER.COM.
1.05 Other, related policies you are subject to:
(B) You acknowledge that you are aware of and accept the provisions in each other document, policy, or agreement applicable to you and EXHIBITTRADER.COM (such as the Consignment Agreements, New Product Purchase Contracts, Custom Construction Contracts and/or all other Services Offered), each of which is hereby incorporated by reference.
1.06 It is our goal to respond to User inquiries in a timely manner, but we do not guarantee that we will respond to every inquiry or respond within any specific time frame.
1.07 We reserve the right to ignore, remove, or block any information or other content submitted to us.
1.08 You should be aware of the general risks of transmitting data over the Internet. While EXHIBITTRADER.COM attempts to prevent unauthorized Persons from accessing our files or tampering with the Website, we cannot guarantee that these efforts will always be successful or that data will be transmitted without interruption or error. Neither EXHIBITTRADER.COM nor any ExhibitTrader Associate makes any representation or warranty concerning errors, omissions, delays, or other defects in data or other materials supplied to Users, or that Content is free of viruses, worms, Trojan horses, or other codes that include or manifest contaminating or destructive characteristics. Please be diligent in maintaining security.
2. BUYERS, SELLERS, and TRANSACTIONS
2.01 The Website includes a listing and information service that brings together "Buyer(s)" (Person(s) seeking to purchase or rent Product(s) or Service(s) through the Website, other ExhibitTrader Affiliated Site, or another ExhibitTrader Service) and "Seller(s)" (Person(s) providing classified listing(s) ("Listing(s)") for Product(s) or Service(s) through the Website, other ExhibitTrader Affiliated Site, or another ExhibitTrader Service). Just as EXHIBITTRADER.COM cannot make any representations about any Seller, EXHIBITTRADER.COM makes absolutely no guarantee about the creditworthiness of, or source of payment by, any Buyer. When buying or selling, please use common sense and good judgment in transactions relating to Products or Services just as if you were advertising or responding to an advertisement in the classified ads of your newspaper.
2.02 EXHIBITTRADER.COM may charge or receive a "Consignment Fee" from Sellers who advertise Product(s) or Service(s) on the Website or any other ExhibitTrader Affiliated Site. There is no charge by EXHIBITTRADER.COM to Users for responding to a Listing. For the sake of clarity, each Buyer or Seller is also a User under this Agreement.
2.03 You represent and warrant to EXHIBITTRADER.COM that information you provide to or through EXHIBITTRADER.COM is and shall be updated to remain accurate, current, and complete, and you further represent and warrant that you have the right to legally enter into and fully perform all aspects of any transaction proposed or accepted by you relating to EXHIBITTRADER.COM or any User. You, and not EXHIBITTRADER.COM, are responsible for all communications and transactions between you and any other User. If you indicate to us that you would like to be contacted by another User, that information, including the contact information you provide, is passed along to the other User.
2.04 Information about any particular Product or Service is supplied by the providing Seller. We do not endorse or accredit any Product or Service listed by any Seller and make no representation or warranty about the type or quality of Product(s) or Service(s) or the billing or other practices of any Seller; we also do not verify or update the licenses, accreditations, certifications, or other permits or approvals of any Seller.
2.05 Prices shown in Listings typically do not include sales tax, shipping, or other applicable fees or charges, any of which may be added by a Seller. Seller(s) or Buyer(s), and not EXHIBITTRADER.COM, shall be responsible for payment of any applicable taxes or fees relating to transactions regarding any Product or Service other than an ExhibitTrader Product or ExhibitTrader Service.
2.06 Each Seller is solely responsible for all information and other content posted in its Listings. Sellers must provide accurate information, in part, so that Buyers can identify and contact any Seller directly. When a Seller offers a product or service for sale, the Seller must be prepared to sell (as applicable) the item(s) for the price and quantity as listed and as available. Terms of any sale through the Website or any other ExhibitTrader Affiliated Site are based upon direct negotiation between Buyer(s) and Seller(s). You acknowledge that any potential or actual transaction is between the particular Buyer and Seller, and EXHIBITTRADER.COM is not a party to, and shall not have any third-party liability regarding any actual or contemplated transaction between Users or between any User and any operator of an ExhibitTrader Affiliated Site other than the Website (except to the extent required by applicable law and this Agreement in transactions relating to ExhibitTrader Products or ExhibitTrader Services), but EXHIBITTRADER.COM and ExhibitTrader Associates shall be third-party beneficiaries of such transactions where possible.
2.07 RISK OF LOSS: All ExhibitTrader Products purchased from EXHIBITTRADER.COM are sold pursuant to a shipment contract free on board (FOB) which means that a Seller completes performance once a Seller delivers conforming goods to the carrier; therefore, the risk of loss and title for such items pass to Buyer immediately upon delivery to the carrier.
3. LIMITED and EXCLUSIVE REFUND POLICY FOR Sellers ONLY
3.01 With respect to any Additional Fees agreed to be paid by any particular Seller, EXHIBITTRADER.COM has established the following limited and exclusive refund policies:
(A) If the Seller notifies EXHIBITTRADER.COM via email at firstname.lastname@example.org within seventy-two (72) hours of arranging to post a Listing, EXHIBITTRADER.COM WILL REFUND THE ADDITIONAL FEES ONLY IF ONE OF THE FOLLOWING IS SHOWN TO THE SATISFACTION OF EXHIBITTRADER.COM: (i) that Seller's Listing has not been posted and Seller wishes to cancel the Listing.
(B) ERRORS: If a Seller mistakenly overpaid for published fees on EXHIBITTRADER.COM.
(C) EXCLUSIVE REMEDY: If EXHIBITTRADER.COM has caused a mistake or error in relation to posting of a Seller's Listing (a typographical or upload error, for example), the Seller is required to notify us immediately via email at email@example.com and a seller may be asked to follow directions given to seller for correcting such errors. If EXHIBITTRADER.COM caused the mistake or error, we will fix or correct the error at no charge; however, the Seller will still be responsible for payment of the original Listing Fee. Changing or correcting, or having EXHIBITTRADER.COM change or correct the Listing, is Seller's sole and exclusive remedy for any mistake or error made by EXHIBITTRADER.COM relating to the mistakes or errors in a Listing. In no event will EXHIBITTRADER.COM be responsible to any Seller for any loss of business, damage, or cost or expense arising from such error(s).
(D) No refunds will be available after seventy-two (72) hours from ordering of any Listing.
(E) EXHIBITTRADER.COM will not provide a refund for any other reason, regardless of how quickly a Seller notifies EXHIBITTRADER.COM after arranging to post a Listing other than reasons referred to in the LIMITED and EXCLUSIVE REFUND POLICY FOR Sellers ONLY section.
3.02 In addition to any Consignment Fee you may be required to pay pursuant to this Agreement, you will also pay us any transaction taxes that we may be required to collect on such fees. All fees payable by you to us under this Agreement will be made without setoff and without deduction or withholding for, or on account of, any present or future tax.
3.03 We will be entitled to an adjustment to payments made by you for any amounts ultimately not collected because of fraudulent credit-card use, insufficient funds, or bad debt, in an amount equal to the uncollectible amounts plus all expenses relating to the attempted collection of the amounts (including, for example, returned-check fees).
4. DESCRIPTIONS and OTHER WEBSITE CONTENT, CONTACTS WITH OTHER WEBSITES
4.01 INFORMATION PROVIDED BY USER(S):
(A) DISCLAIMER: As our Users provide us with text, files, buttons, images, features, photos, video, sounds, musical works, works of authorship, applications, and other similar materials, we do not warrant that information or other Content available on the Website, any ExhibitTrader Affiliated Site, or through any other ExhibitTrader Service will be accurate, complete, reliable, current, or error-free.
(B) ACCURATE DESCRIPTIONS: For each Product or Service you list or otherwise advertise as a Seller, you warrant and represent that your descriptions of Products or Services accurately detail and describe the Products or Services offered.
(C) DISATISFACTION WITH DESCRIPTIONS OF ANY PRODUCT OR SERVICE: If any Product or Service you order is substantially not as described, your sole remedy shall be to return it for a limited refund as described per each product sold. EXHIBITTRADER.COM expressly disclaims any liability relating to the accuracy of any description of Product(s) or Service(s); such information is not verified by EXHIBITTRADER.COM, and each Seller shall be responsible for the accuracy of descriptions and information relating to any Product or Service offered by that Seller through any ExhibitTrader Service. Please report to EXHIBITTRADER.COM in writing or via email at: firstname.lastname@example.org any discrepancy between Product(s) or Service(s) as described and as received.
4.02 INFORMATION PROVIDED BY EXHIBITTRADER.COM: EXHIBITTRADER.COM strives to be a valuable resource for timely information. We cannot ensure that information we provide through the Website, other ExhibitTrader Affiliated Site, or other ExhibitTrader Service is accurate, exhaustive, or complete on every subject or that it will necessarily include all of the most recent information available on a particular topic. We do, however, strive to correct inaccuracies in Content provided by us promptly after making the determination that the Content should be corrected.
4.03 DIGITAL RIGHTS MANAGEMENT: You acknowledge that we are entitled to utilize Digital Rights Management ("DRM") technology in connection with Product(s) or Service(s) but are not obligated to do so. Accordingly, there may or may not be any technology or other limitation imposed by us on copying or transfer of any Content on the Website or otherwise provided through any ExhibitTrader Service.
4.04 LINKS ON THE WEBSITE:
(B) As you use the Website, you will encounter windows and hyperlinks that can take you to websites, some of which may be ExhibitTrader Affiliated Sites or of other Persons who want to make their products and services available to you or to enable you to communicate directly with those other Persons. Your use of such websites, while subject to the terms of this Agreement, is also subject to and governed by the terms and policies, if any, available on such websites. You should review the policies of any website you encounter and contact the "webmaster" or site administrator of any other such website if you have any concerns regarding any policy or Content available on their websites.
5. YOUR PERSONAL INFORMATION
EXHIBITTRADER.COM may gather aggregate or individual information regarding Users. Non-personally-identifiable information we gather about the Use or Users of EXHIBITTRADER.COM may be used, for example, in providing information to Sellers, advertisers, or vendors of products or services with which we have a relationship.
6. RIGHTS TO INTELLECTUAL PROPERTY IN CONTENT FOUND ON THE WEBSITE
6.01 (A) All the combined text, images, and other Content on the Website is copyrighted as a collective work pursuant to applicable copyright law (Copyright 2003-2019 by EXHIBITTRADER.COM, Inc.), including the copyright laws of the United States and of other countries as well as by international treaty provisions. Patents for some elements of the Website or other ExhibitTrader Services are pending or registered. Individual items of text or images found on the Website or otherwise available through EXHIBITTRADER.COM are copyright-protected properties that contain other Content that is protected by copyright, trademark, trade dress, or other proprietary rights of EXHIBITTRADER.COM, its Users, or other Persons. The name "EXHIBITTRADER.COM" is a federally registered U.S. trademark, and associated logos and other trade names and trade dress are proprietary trademarks, trade dress, or service marks of EXHIBITTRADER.COM. Except as expressly stated herein, this Agreement does not grant you any intellectual-property rights in the text, images, or other Content, whether by estoppel, implication, or otherwise. All rights not expressly granted herein are reserved by EXHIBITTRADER.COM or its Users or other Persons.
(B) You are authorized to use Content in any reasonable manner so long as such use qualifies as "fair use" under the U.S. Copyright Act, 17 U.S.C section 107. You are granted a limited license to access and use the Website and Content and to download or print any copy of Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright and other notices intact. Otherwise, you may not copy, store in electronic form, modify, print, transmit, sell, create derivative works from, distribute, perform, frame in another website, display, or in any way exploit any Content, in whole or in part, without prior written permission from EXHIBITTRADER.COM and all other Persons whose permission is required for use of the relevant Content except to the extent you may be expressly permitted to reverse engineer or decompile under law. You may hyperlink to the Website provided that the link is to the homepage of the Website http://www.exhibittrader.com. This paragraph does not apply to Content submitted and owned by you that you have legally provided to EXHIBITTRADER.COM.
6.02 RIGHTS IN CONTENT: The Website may include an interactive portion that allows Users to submit information and other Content. No User shall provide copyrighted or other proprietary Content to EXHIBITTRADER.COM without full permission for every use of such Content under this Agreement from all Persons whose consent is required. Each User (and not EXHIBITTRADER.COM nor any ExhibitTrader Associate) shall be responsible for obtaining such permission in relation to Content submitted by that User. You agree that each time you post Content on the Website or any other ExhibitTrader Affiliated Site or otherwise submit any Content to us, you thereby warrant and represent that you have and will have all rights under applicable law (including copyright, trademark, trade secret, or other intellectual-property laws) necessary to permit you to grant the licenses herein to allow us and every other User to download, store, and use that Content as contemplated in this Agreement. You will not do anything to prejudice the rights granted under this Agreement, but if at any time you do not have the necessary rights relating to any Content you have provided to us that is necessary for the unrestricted exercise of rights you grant under this Agreement, or if you receive notice of a third-party claim relating to Content that you reasonably deem to be of concern, you will, where possible, immediately remove such Content from the Website and any other ExhibitTrader Affiliated Site and immediately instruct us in writing and via email at: email@example.com to remove the Content from the Website or other ExhibitTrader Affiliated Site and inform us of the relevant information and circumstances to ensure that the Content is fully removed from, and not re-posted on, any ExhibitTrader Affiliated Site.
6.03 Subject to the authorizations granted hereunder, as between you and us, you retain all ownership rights (including copyright), and all other rights and interests you may have in and to the Content you submit to EXHIBITTRADER.COM. EXHIBITTRADER.COM reserves the right to use any Content submitted by you for any purpose, and you hereby grant EXHIBITTRADER.COM a nonexclusive license to use, copy, edit, modify, transmit, distribute, and create derivative works from any Content you submit to us or through any ExhibitTrader Affiliated Site. We may broadly integrate such Content in the Website, and such Content may appear in various forms in several places on ExhibitTrader Affiliated Site(s) or in other materials prepared or provided by EXHIBITTRADER.COM, including electronic or printed publications. Our use of such Content may become integrated in the Website or other Services or systems of EXHIBITTRADER.COM and persist there in some form even after we no longer feature an item to which the Content relates (such as electronic caches of the Website, other archives, or indexes). Subject to your pre-existing rights in the Content, as between you and us, we will own all right, title, and interest (including all intellectual-property rights) in any templates or other materials created, used, or provided by us relating to this Agreement (including source files, future-proof archive files, and packaging materials).
6.04 EXHIBITTRADER.COM shall have full discretion with respect to the design and operation of the Website, other ExhibitTrader Services, or ExhibitTrader Products, and the marketing therefore. You agree that in the event that you elect to provide suggestions, ideas, or other feedback to EXHIBITTRADER.COM or to any ExhibitTrader Affiliated Site relating to the Website or other Product or Service ("Feedback"), you grant EXHIBITTRADER.COM and each ExhibitTrader Affiliated Site a nonexclusive license to use and exploit such Feedback in any manner without restriction and without any need to compensate you therefore, and you agree to assist us in perfecting and enforcing such rights. We may disclose or use Feedback for any purpose whatsoever without any payment or other obligation to you except in relation to Feedback that you may have provided us on confidential basis (designated to us in writing or via email as "confidential") at: firstname.lastname@example.org. Feedback is a form of Content under this Agreement.
6.05 DMCA TAKEDOWN PROCEDURE: If you believe that your intellectual property has been used on the Website or other ExhibitTrader Service or in any other manner by EXHIBITTRADER.COM in a way that constitutes copyright infringement, please provide EXHIBITTRADER.COM's Copyright Agent for notice of claims of copyright infringement the following information (to be in writing and sent per the notice procedures provided in subsection 11.02):
(A) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(B) a description of the copyrighted work that you claim has been infringed;
(C) a description of where the Content that you claim is infringing is located on the Website, other ExhibitTrader Affiliated Site, or other materials provided by EXHIBITTRADER.COM;
(D) your address, telephone number, and email address;
(E) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(F) a statement by you, made under penalty of perjury that the information provided in your notice is accurate and that you are either the copyright owner or authorized to act on the copyright owner's behalf.
7. YOUR CONDUCT
7.01 You agree that you will not use this Website or any other ExhibitTrader Affiliated Site for any purpose that is unlawful or prohibited by this Agreement in any manner.
7.02 You also warrant that you will not attempt to, encourage, or assist any other Person in circumventing or modifying any security technology or software that is part of the Website, any ExhibitTrader Affiliated Site, or other ExhibitTrader Service.
7.03 You understand and agree that except for advertising programs offered by us on the Website, the Website and ExhibitTrader Services are available for your personal, non-commercial use only. You represent and warrant that no Content posted or otherwise submitted through your account or through any device you control will violate or infringe upon the rights of any third party. You shall not upload or post on the Website or other ExhibitTrader Affiliated Site or otherwise submit or send any messages containing any Content that: (A) is libelous, defamatory, obscene, pornographic, abusive, harassing, or threatening; (B) contains any computer virus, worm, Trojan horse, political campaigning, commercial solicitation, chain letters, mass mailings, any form of "spam," or any other contaminating or otherwise destructive feature(s); (C) violates the rights of others, such as Content that infringes any copyright, trademark, patent, or trade secret, or violates any right of privacy or publicity; (D) offends the community standards of Users of the Website; (E) interferes with or disrupts the Website, (F) harasses another User or Users; or (G) otherwise violates any applicable law.
7.04 You shall at all times remain solely responsible for the Content in every posting on and message sent to or through EXHIBITTRADER.COM. In addition to your other indemnity obligations, you agree to indemnify and hold EXHIBITTRADER.COM and all ExhibitTrader Associates harmless with respect to all claims based upon transmission of, distribution of, or otherwise relating to any posting or other Content you provide.
7.05 We may adopt and revise policies from time to time governing the conduct of our Users (including the exchange of messages or Content or other participation on the message board), which policies may be available on the Website and will be considered incorporated by reference into this Agreement as noted above.
7.06 EXHIBITTRADER.COM is a distributor, not a publisher, of messages or Content; therefore, we do not and cannot review every message posted on the Website or other ExhibitTrader Affiliated Sites and are not responsible for the Content in any of these postings. We have the right, but not the obligation, to review, modify, remove, or block messages or other Content we consider to be potentially defamatory, obscene, harassing, abusive, threatening, or intended to (or having the effect of) interfering with or disrupting the exchange of information through, or other operation of any ExhibitTrader Affiliated Site. Any User who feels that a posted message is objectionable is encouraged to contact EXHIBITTRADER.COM immediately via email at: email@example.com. If EXHIBITTRADER.COM determines that removal is warranted, we will make efforts to remove it within a reasonable time. Removal is a manual process; therefore, removal of postings or other Content will not occur immediately.
7.07 USERNAME AND PASSWORD: Some uses of the Website may require you to select a username and password. The username that you select is the name that will appear when you post Content on a message board or utilize any other inactive feature on the Website. Your username may be any name that you select, as long as it is not confusingly similar to a name that has previously been assigned and so long as EXHIBITTRADER.COM does not determine it to be obscene, defamatory, or otherwise objectionable. You are solely responsible for maintaining the privacy and security of your username and password at all times, and you agree to notify us immediately in writing or via email at: firstname.lastname@example.org any time you become aware or have reason to suspect that the security of your password has been compromised. Neither EXHIBITTRADER.COM nor any ExhibitTrader Associate shall be responsible for any loss arising out of any unauthorized use of your username and password or other access to or activity under your account.
8. DISCLAIMERS, EXCLUSION OF WARRANTIES, LIMITATIONS OF LIABILITY
8.01 DISCLAIMER REGARDING THIRD-PARTY CONTENT: EXHIBITTRADER.COM may be considered a distributor, not a publisher, of Content supplied by Users. EXHIBITTRADER.COM neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement posted on the Website by anyone other than an authorized employee or other authorized agent of EXHIBITTRADER.COM. Any opinion, advice, statement, offer of a product or service, or other information or other Content made available by any third party, including any Buyer, Seller, or other User is neither attributable to EXHIBITTRADER.COM nor to any ExhibitTrader Associate. Under no circumstance shall EXHIBITTRADER.COM or any ExhibitTrader Associate be held liable for any loss or damage caused by any User's reliance on information obtained through EXHIBITTRADER.COM or supplied by any Person other than EXHIBITTRADER.COM. It is the responsibility of each User to use care in evaluating the information, opinion, advice, or other Content available through the Website or other Service. In regards to EXHIBITTRADER.COM only, the disclaimers regarding third-party Content in this subsection 8.01 shall not limit any specific, written warranty provided elsewhere in this Agreement by EXHIBITTRADER.COM that relate to ExhibitTrader Products or ExhibitTrader Services.
8.02 NO WARRANTY: ALL CONTENT, PRODUCTS, AND SERVICES SUPPLIED BY OR THROUGH EXHIBITTRADER.COM ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NEITHER EXHIBITTRADER.COM NOR ANY EXHIBITTRADER ASSOCIATE MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONTENT ON ANY EXBHITTRADER AFFILIATED SITE OR IN OTHER MATERIALS FURNISHED BY US OR BY ANY EXHIBITTRADER ASSOCIATE, AND EACH OF THESE PERSONS SPECIFICALLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL WARRANTIES, (WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE), INCLUDING WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NONINFRINGEMENT, TITLE, OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY CONTENT, PRODUCT, OR SERVICE AVAILABLE THROUGH ANY EXHIBITTRADER AFFILIATED SITE OR OTHER EXHIBITTRADER SERVICE. IN REGARDS TO EXHIBITTRADER.COM ONLY, THE DISCLAIMERS OF WARRANTY IN THIS SUBSECTION 8.02 SHALL NOT LIMIT ANY SPECIFIC, WRITTEN WARRANTIES PROVIDED ELSEWHERE IN THIS AGREEMENT BY EXHIBITTRADER.COM THAT RELATE TO EXHIBITTRADER PRODUCTS OR EXHIBITTRADER SERVICES.
8.03 LIMITATION OF LIABILITY: Neither EXHIBITTRADER.COM nor any ExhibitTrader Associate shall be liable to you for any claim, demand, cause of action, or damage, whether direct or indirect, special, incidental, consequential, or punitive, or for any lost profits that result from your use of EXHIBITTRADER.COM or your use of any information or other content you obtain through EXHIBITTRADER.COM or any ExhibitTrader Associate, whether such claim is based on warranty, contract, tort (including negligence), or otherwise, even if such person may been advised of the possibility of such damages. You understand and agree that you are voluntarily and unequivocally waiving any claim or cause of action against EXHIBITTRADER.COM or against any ExhibitTrader Associate to the fullest extent possible under applicable law, except that: (i) in regards to EXHIBITTRADER.COM only, the limitations of liability in this subsection 8.03 shall not limit any specific, written warranties provided elsewhere in this Agreement by EXHIBITTRADER.COM that relate to ExhibitTrader Products or ExhibitTrader Services; and (ii) to the extent permitted by applicable law in your jurisdiction, the aggregate liability of EXHIBITTRADER.COM and any ExhibitTrader Associate to you and any Person that Uses EXHIBITTRADER.COM, arising from or related to this Agreement or otherwise to the Use of EXHIBITTRADER.COM, shall not exceed the amount, if any, paid by you to EXHIBITTRADER.COM for any Product or Service at issue; if you have not paid for such Product(s) or Service(s), then the aggregate liability for EXHIBITTRADER.COM and any ExhibitTrader Associate shall not exceed fifty U.S. dollars ($50.00).
8.04 You acknowledge that EXHIBITTRADER.COM cannot ensure that any Content, Product, or Service submitted by or on behalf of any User will be protected from theft or misuse or that Users will comply with any Content-usage rules EXHIBITTRADER.COM may make applicable in connection with use of any Product or Service, and you agree that, to the extent allowed by applicable law, neither EXHIBITTRADER.COM nor any ExhibitTrader Associate will have any liability relating to a failure of security system or procedure or from any User's failure to comply with any relevant usage rule or law.
8.05 The foregoing limitations of liability apply only to EXHIBITTRADER.COM and ExhibitTrader Associates and shall apply whether or not alleged damages arise from use, misuse, or inability to use any Product or Service or from the interruption, suspension, or termination of the Website or other ExhibitTrader Service, and such limitations also apply to damages alleged by any third party. Notwithstanding any other provision in this Agreement, this Agreement shall not limit any liability of EXHIBITTRADER.COM to you in the event of death or personal injury resulting directly from gross negligence or intentional harm by EXHIBTTRADER.COM.
9.01 Without limiting any of your other indemnification obligations in this Agreement, you shall indemnify, defend, and hold EXHIBITTRADER.COM and each ExhibitTrader Associate harmless from and against any loss, claim, liability, damage, action or cause of action (including attorneys' fees) arising out of any claim based on your Use of EXHIBITRADER.COM, including claims based on: (A) defamation or other wrongful conduct; (B) violations of any intellectual-property law (including those relating to copyright, trademarks, trade secrets, and rights of privacy or publicity); or (C) lack of faithful performance of your obligations under this Agreement, including the failure of any of your representations, warranties, or covenants. EXHIBITTRADER.COM and each ExhibitTrader Associate shall be a third-party beneficiary to every transaction between Users, or between any User and an ExhibitTrader Affiliated Site, that relates to the subject matter of this Agreement, and EXHIBITTRADER.COM and each ExhibitTrader Associate shall be entitled to participate in the defense and settlement of any related claim or action with counsel of our own choosing.
10. INTERNATIONAL TRANSACTIONS
10.01 You acknowledge that the import or export of any Product or Service may be controlled by law, and you agree to comply with all relevant United States or foreign import or export laws and regulations. When ordering or supplying through the Website, any other ExhibitTrader Affiliated Site, or any other ExhibitTrader Service, you (and not EXHIBITTRADER.COM) may be considered the importer or exporter of record, as applicable, and you must comply with all relevant laws and regulations of the countries of origin and destination of the Product or Service. No ExhibitTrader Product may be transported or used in any manner prohibited by the United States Export Administration Act or any other import or export law, restriction, or regulation. You assume sole responsibility for all required import or export approval or licenses, all related costs, all criminal and international penalties, and all other associated costs arising from violation of any United States or foreign import or export law or regulation (whether attributed to or incurred by you or EXHIBITTRADER.COM) that may arise from activities covered by this Agreement. If any ExhibitTrader Product or ExhibitTrader Service is identified as an export-controlled item under any import or export law, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited from importing or exporting such ExhibitTrader Product or ExhibitTrader Service. If you are a citizen of or located within an embargoed nation, you are not entitled to Use EXHIBITTRADER.COM.
10.02 You may be subject to import duties or taxes on Products or income taxes from Services or other excise, sales, or use taxes. Any charges for any such tax or for customs clearance must be borne by you and not us; we have no control over these charges and cannot predict what they may be. Taxes and customs policies vary widely from jurisdiction to jurisdiction; you should contact your local customs office or seek professional guidance for further information.
11. ELECTRONIC COMMUNICATIONS, NOTICES
11.01 ELECTRONIC COMMUNICATIONS: When you visit the Website or send an email or facsimile ("fax") transmission to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that any agreement, notice, disclosure, or other communication relating to this Agreement that is made to you in electronic form satisfies any legal requirement that such communication be in writing, and printed version(s) of this Agreement or of any other electronic communication shall be admissible in any proceeding relating to this Agreement to the same extent as similar records generated or maintained in printed, hard-copy form.
12.01 ASSIGNMENT: EXHIBITTRADER.COM may assign any benefit or delegate any duty under this Agreement to any Person. You shall not assign (voluntarily, by operation of law, or otherwise) your rights or delegate your duties under this Agreement without the written consent of EXHIBITTRADER.COM. Subject to the foregoing restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against each party and each of its respective successors, licensees, and assigns.
12.02 FORCE MAJEURE: Neither EXHIBITTRADER.COM nor any ExhibitTrader Associate shall be deemed in default under this Agreement for any cessation, interruption, or delay in the performance of EXHIBITTRADER.COM'S obligations under this Agreement due to causes beyond EXHIBITTRADER.COM'S reasonable control, including: lockout, strike, labor controversy, or threat thereof; civil disturbance, armed conflict, or sabotage; disruption of communication lines, equipment failure, disruption of the public markets; boycott, embargo, or the delay of a common carrier; the inability to obtain sufficient material, supplies, labor, transportation, power, or other commodity or service required in the conduct of its business; or the adoption of or any change in any law, ordinance, rule, regulation, order, judgment, or decree.
To the fullest extent allowed by applicable law:
(A) CHOICE OF LAW: the construction, application, and enforcement of this Agreement shall be governed by the laws of the state of Texas pertaining to agreements made and fully carried out therein and shall be determined without reference to conflict-of-law rules of any jurisdiction or to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded;
(B) JURISDICTION AND VENUE: any claim, dispute, or other controversy relating to or arising from this Agreement shall be brought exclusively in the state or federal courts located in or nearest to Ellis County, Texas, and you hereby expressly agree to such venue and submit to the personal jurisdiction of such courts, except that nothing will prohibit EXHIBITTRADER.COM from taking any action to obtain, protect, or enforce its intellectual-property rights or indemnification rights in any court of competent jurisdiction;
(C) WAIVER OF JURY TRIAL: each party to this Agreement waives its right to a jury trial with respect to any action brought under or in connection with this Agreement;
(D) STATUTE OF LIMITATIONS: regardless of any statute or law to the contrary, any claim or cause of action against EXHIBITTRADER.COM or any ExhibitTrader Associate arising from or relating to any Use of EXHIBITTRADER.COM must be filed within one (1) year after such claim or cause of action arises;
(E) ATTORNEYS' FEES: in the event of any litigation or other proceeding relating to this Agreement or to the liability of EXHIBITTRADER.COM or any ExhibitTrader Associate, and subject to provisions herein that limit your available remedies, as between you, EXHIBITTRADER.COM, and any ExhibitTrader Associate, for each claim, defense or event decided, the prevailing party or parties shall be entitled to reasonable attorneys’ fees and costs in addition to such other relief as may be granted; and
(F) RESERVATION OF RIGHTS AND REMEDIES: notwithstanding any provision of this Agreement, EXHIBITTRADER.COM reserves all rights and remedies available at law or equity relating to performance under and enforcement of this Agreement, and all such rights and remedies shall be cumulative.
12.04 SEVERABILITY: If any provision of this Agreement is determined by a court or tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, the application of that provision shall be limited, but only for purposes relating to, and to the extent required by, the ruling of the court or tribunal having jurisdiction, and the remainder of this Agreement shall not be affected and in each circumstance shall be enforced to the fullest extent permissible under applicable law.
12.07 ENTIRE AGREEMENT: This Agreement, including all other agreements, provisions, and policies incorporated herein, constitutes each User's entire agreement with EXHIBITTRADER.COM relating to its Use of EXHIBITTRADER.COM.
12.08 ACKNOWLEDGEMENT: You acknowledge that the provisions, disclosures, and disclaimers and other limitations set forth in this Agreement are fair and reasonable and that your agreement to follow and be bound by them is not the result of fraud, duress, or undue influence exercised upon you by any Person. We remind you that you have the right to seek legal counsel in connection with your decision to be bound by this Agreement.
12.09 FAIR USE: Due to the social nature of this site, it may contain copyrighted material the use of which has not always been specifically authorized by the copyright owner. We believe this constitutes a ‘fair use’ of any such copyrighted material as provided for in section 107 of the US Copyright Law. In accordance with Title 17 U.S.C. Section 107, the material on this site is distributed without profit, to those who have expressed a prior interest in participating in a community of individuals interested in our methodologies, for example and educational purposes. For more information go to: http://www.copyright.gov/title17/92chap1.html#107. If you, as a member of the community, wish to use copyrighted material from this site for purposes of your own that go beyond ‘fair use’, you must obtain permission from the copyright owner. If you have a complaint about the content or find that your content is being used incorrectly, please notify us prior to making a copyright claim. Any infringement was not done on purpose and will be rectified or changed immediately.