PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
1. Acceptance of Terms
WELCOME TO TRADEPEAK.COM`S FREE SERVICE (the "SERVICE
The following sets forth the terms and conditions of the TradePeak.com Free
Membership Agreement (this "Agreement
") between you and TradePeak.com
") under which TradePeak.com
offers you access to the Service through the web site identified by the uniform
resource locator www.TradePeak.com (the "Site
"). Use of the
Service indicates that you accept the terms and conditions set forth below.
If you do not accept all of the terms and conditions, please do not use the
Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE" BUTTON",
YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT, TRADEPEAK.COM’S TERMS
OF USE AGREEMENT
, TRADEPEAK.COM`S PRODUCT
AND TRADEPEAK.COM`S PRIVACY
WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED
"). Terms not defined
in this Agreement shall bear the same meaning as that contained in the TradePeak.com
1.2 TradePeak.com may amend this Agreement at any time by posting the amended
and restated Agreement on this Site. The amended and restated Agreement shall
be effective immediately upon posting. This Agreement was last amended on August
25th, 2008. Posting by TradePeak.com of the amended and restated Agreement
and your continued use of the Service shall be deemed to be acceptance of the
amended terms. This Agreement may not otherwise be modified except in writing
by an authorized officer of TradePeak.com.
2. The Service
The Service will be offered free-of-charge
for an unspecified time period unless terminated in accordance with the terms
of this Agreement.
The Service will have the following core features (which
may be added to or modified, or suspended for scheduled or unscheduled maintenance
purposes, from time to time at the sole discretion of TradePeak.com and notified
to you) ("Free Member Benefits
|Company Profile - allows each Member to display and
edit basic information about its business, such as year and place
of establishment, estimated annual sales, number of employees, and
products and services offered, etc.
|Unlimited Products Posting- allows each Member to
display and edit description, specification and images.
|Unlimited Trade Lead Posting - allows each Member
to post on the Site for public display offers to buy products and
services from other users of the Site.
|Unlimited Seller Trade Lead Posting - allows each
Member to post on the Site for public display at to sell
products of the Member.
TradePeak.com may terminate all or part of the above Free
Member Benefits at any time in its sole discretion. TradePeak.com reserves
the right to charge for the Service at any time in its sole discretion.
TradePeak.com shall issue a Member ID and Password (the
latter shall be chosen by the Member during registration) to each Member
to access the Service through such Member`s Account. Each Member shall be
solely responsible for maintaining the confidentiality of its Member ID and
Password and for all activities that occur under the Member ID and Password.
A set of Member ID and Password is unique to a single Account and no Member
shall share, assign or permit the use of its Account, Member ID or Password
to another person outside of the Member`s business entity. Each Member acknowledges
that sharing of its Account with other persons, or allowing multiple users
outside of its business entity to use its Account (collectively, "multiple
use"), will cause irreparable harm to TradePeak.com and each Member shall
indemnify TradePeak.com against any loss or damages (including but not limited
to loss of profits) suffered by TradePeak.com as a result of such multiple
use of an Account. Each Member hereby undertakes to notify TradePeak.com
immediately of any unauthorized use of its Account, Member ID or Password
or any other breach of security. Each Member hereby agrees that TradePeak.com
shall not be liable for any loss or damages arising from the Member`s failure
to comply with this paragraph.
TradePeak.com reserves the right to change, upgrade,
modify, limit or suspend the Service or any of its related functionalities
or applications at any time temporarily or permanently without prior notice.
TradePeak.com further reserves the right to introduce new features, functionalities
or applications to the Service or to future versions of the Service. All
new features, functionalities, applications, modifications, upgrades and
alterations shall be governed by this Agreement, unless otherwise stated
Each Member acknowledges that inability to use the Service
wholly or partially for whatever reason may have adverse effects on its business.
Each Member hereby agrees that in no event shall TradePeak.com be liable
to the Member or any third parties for any inability to use the Service (whether
due to disruption, changes to or termination of the Service or otherwise),
any delays, inaccuracies, errors or omissions with respect to any communications
or transmission or delivery of all or any part thereof, or any damage (direct,
indirect, consequential or otherwise) arising from the use of or inability
to use the Service.
3. Member Responsibilities
Each Member hereby represents, warrants and
agrees to (a) provide true, accurate, current and complete information about
itself and its business references as may be required by TradePeak.com and (b)
maintain and promptly amend all information to keep it true, accurate, current
and complete. Each Member hereby grants an irrevocable, perpetual, worldwide
and royalty-free, sublicensable (through multiple tiers) license to TradePeak.com
to display and use all information provided by such Member in accordance with
the purposes set forth in this Agreement and to exercise the copyright, publicity,
and database rights you have in such material or information, in any media
now known or not currently known.
Each Member hereby represents, warrants and agrees that
the use by such Member of the Service and the Site shall not:
|contain fraudulent information or make fraudulent offers of items
or involve the sale or attempted sale of counterfeit or stolen items
or items whose sales and/or marketing is prohibited by applicable
law, or otherwise promote other illegal activities;
|be part of a scheme to defraud other Members or other users of
the Site or for any other unlawful purpose;
|infringe or otherwise abet or encourage the infringement or violation
of any third party`s copyright, patent, trademarks, trade secret
or other proprietary right or rights of publicity and privacy or
other legitimate rights;
|impersonate any person or entity, misrepresent yourself or your
affiliation with any person or entity;
|violate any applicable law, statute, ordinance or regulation (including
without limitation those governing export control, consumer protection,
unfair competition, anti-discrimination or false advertising);
|contain information that is defamatory, libelous, unlawfully threatening
or unlawfully harassing;
|contain information that is obscene or contain or infer any pornography
or sex-related merchandising or any other content or otherwise promotes
sexually explicit materials or is otherwise harmful to minors;
|promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation or age;
|contain any material that constitutes unauthorized advertising
or harassment (including but not limited to spamming), invades anyone`s
privacy or encourages conduct that would constitute a criminal offence,
give rise to civil liability, or otherwise violate any law or regulation;
|involve attempts to copy, reproduce, exploit or expropriate TradePeak.com`s
various proprietary directories, databases and listings;
|involve any computer viruses or other destructive devices and codes
that have the effect of damaging, interfering with, intercepting
or expropriating any software or hardware system, data or personal
|involve any scheme to undermine the integrity of the computer systems
or networks used by TradePeak.com and/or any user of the Service and
no Member shall attempt to gain unauthorized access to such computer
systems or networks;
|link directly or indirectly to or include descriptions of goods
or services or other materials that violate any law or regulation
or are prohibited under this Agreement or the TradePeak.com Terms of
|otherwise create any liability for TradePeak.com or its affiliates.
Each Member represents, warrants and agrees that with
regards to information about or posted on behalf of any business referee,
it has obtained all necessary consents, approvals and waivers from its business
partners and associates to (a
) act as such Member`s business
) to post and publish their contact details and
information, reference letters and comments on their behalf; and (c
that third parties may contact such business referees to support claims or
statements made about the Member. Each Member further warrants that all reference
letters and comments are true and accurate and hereby waives all requirements
for such Member`s consent to be obtained before third parties may contact
the business referees.
Member shall not take any action which may undermine
the integrity of TradePeak.com`s feedback system, such as leaving positive
feedback for himself using secondary Member IDs or through third parties
or by leaving unsubstantiated negative feedback for another Member.
Each Member acknowledges and agrees that TradePeak.com
shall not be required to actively monitor nor exercise any editorial control
whatsoever over the content of any message or other material or information
created, obtained or accessible through the Service. TradePeak.com does not
endorse, verify or otherwise certify the contents of any comments or other
material or information made by any Member. Each Member is solely responsible
for the contents of their communications and may be held legally liable or
accountable for the content of their comments or other material or information.
Each Member represents, warrants and agrees that it
has obtained all necessary third party licenses and permissions and shall
be solely responsible for ensuring that any material or information it posts
on the Site or provides to TradePeak.com or authorizes TradePeak.com to display
does not violate the copyright, patent, trademark, trade secrets or any other
personal or proprietary rights of any third party or is posted with the permission
of the owner(s) of such rights. Each Member further represents, warrants
and agrees that it has the right and authority to sell, distribute or offer
to sell or distribute the products described in the material or information
it posts on the Site or provides to TradePeak.com or authorizes TradePeak.com
If any Member breaches the representations, warranties
and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if TradePeak.com
has reasonable grounds to believe that such Member is in breach of such representations,
warranties and covenants, or if upon complaint or claim from any third party,
TradePeak.com has reasonable grounds to believe that such Member has willfully
or materially failed to perform its contract with such third party including
without limitation where the Member has failed to deliver any items ordered
by such third party after receipt of the purchase price, or where the Member
has delivered the items that materially fail to meet the terms and descriptions
outlined in its contract with such third party, TradePeak.com has the right
to suspend or terminate the Service and all Free Member Benefits with respect
to such Member without any compensation, and refuse any and all current or
future use of the Service or any other services that may be provided by TradePeak.com.
Further, TradePeak.com reserves the right in it sole discretion to remove any
material it reasonably believes that is unlawful, could subject TradePeak.com
is otherwise found inappropriate in TradePeak.com`s opinion. TradePeak.com reserves
the right to cooperate fully with governmental authorities, private investigators
and/or injured third parties in the investigation of any suspected criminal
or civil wrongdoing. Further, TradePeak.com may disclose the Member`s identity
and contact information, if requested by a government or law enforcement
body, an injured third party, or as a result of a subpoena or other legal
action, and TradePeak.com shall not be liable for damages or results thereof
and Member agrees not to bring any action or claim against TradePeak.com for
such disclosure. In connection with any of the foregoing, TradePeak.com may
suspend or terminate the Account of any Member as TradePeak.com deems appropriate
in its sole discretion.
Each Member agrees to indemnify TradePeak.com, its employees,
agents and representatives and to hold them harmless, from any and all losses,
claims and liabilities (including legal costs on a full indemnity basis)
which may arise from its submissions, posting of materials or deletion thereof,
from such Member`s use of the Service or from such Member`s breach of this
TradePeak.com is not responsible, and shall have no liability to it or anyone
else for any material posted by such Member or third parties, including fraudulent,
untrue, misleading, inaccurate, defamatory, offensive or illicit material
and that the risk of damage from such material rests entirely with each Member.
TradePeak.com reserves the right; at it own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by
the Member, in which event the Member shall cooperate with TradePeak.com in
asserting any available defenses.
4. Transactions between Buyers and Suppliers
4.1 Through the Site, TradePeak.com provides an
electronic web-based platform for exchanging information between buyers and
suppliers of products and services. TradePeak.com does not represent the seller
nor the buyer in specific transactions and does not charge any commissions
from completing any transactions. As a result, TradePeak.com does not control
and is not liable to or responsible for the quality, safety, lawfulness or
availability of the products or services offered for sale on the Site or the
ability of the suppliers to complete a sale or the ability of buyers to complete
4.2 Members are hereby made aware that there may be risks
of dealing with people acting under false pretences. TradePeak.com uses
techniques to verify the accuracy of the information our users provide us
when they register on the Site. However, because user verification on the
Internet is difficult, TradePeak.com cannot and does not confirm each user`s
purported identity. We encourage you to use the various tools available
on the Interent, as well as common sense, to evaluate with whom you are dealing.
4.3 Each Member acknowledges that it is fully assuming the
risks of purchase and sale transactions when using the Site to conduct transactions.
Such risks shall include, but not limited to, mis-representation of products
and services, fraudulent schemes, unsatisfactory quality, failure to meet
specifications, defective products, delay or default in delivery or payment,
cost mis-calculations, breach of warranty, breach of contract and transportation
accidents ("Transaction Risks"). Each Member agrees that
TradePeak.com shall not be liable or responsible for any damages, liabilities,
costs, harms, inconveniences, business disruptions or expenditures of any
kind that may arise a result of or in connection with any Transaction Risks.
4.4 Members are solely responsible for all of the terms
and conditions of the transactions conducted on, through or as a result of
use of the Site, including, without limitation, terms regarding payment,
returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines,
permits, handling, transportation and storage.
4.5 In the event that any Member has a dispute with any
party to a transaction, such Member agrees to release and indemnify TradePeak.com
(and our agents, affiliates, directors, officers and employees) from all
claims, demands, actions, proceedings, costs, expenses and damages (including
without limitation any actual, special, incidental or consequential damages)
arising out of or in connection with such transaction.
5. Intellectual Property Rights
5.1 TradePeak.com is the sole owner or lawful
licensee of all the rights to the Service. The Service trade secrets and intellectual
property rights protected under worldwide copyright and other laws. All title,
ownership and intellectual property rights in the Service shall remain with
TradePeak.com or its affiliates. All rights not otherwise claimed under this
Agreement or by TradePeak.com are hereby reserved.
6. Limitation of Liability
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS, AND TRADEPEAK.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES
OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES,
REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
TRADEPEAK.COM MAKES NO REPRESENTATIONS OR WARRANTIES
ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS
OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE.
Any material downloaded or otherwise obtained through
the use of the Service is done at each Member`s sole discretion and risk
and each Member is solely responsible for any damage to its computer system
or loss of data that results from the download of any such material. No advice
or information, whether oral or written, obtained by any Member from TradePeak.com
or through or from the Service shall create any warranty not expressly stated
in this Agreement.
Under no circumstances shall TradePeak.com be held liable
for an delay or failure or disruption of the Service resulting directly or
indirectly from acts of nature, forces or causes beyond its reasonable control,
including without limitation, Internet failures, computer, telecommunications
or any other equipment failures, electrical power failures, strikes, labor
disputes, riots, insurrections, civil disturbances, shortages of labor or
materials, fires, flood, storms, explosions, Acts of God, war, governmental
actions, orders of domestic or foreign courts or tribunals or non-performance
of third parties.
TradePeak.com shall not be liable for any special, direct,
indirect, punitive, incidental or consequential damages or any damages whatsoever
(including but not limited to damages for loss of profits or savings, business
interruption, loss of information), whether in contract, negligence, tort
or otherwise or any other damages resulting from any of the following:
|the use or the inability to use the Service;
|any defect in goods, samples, data, information or services purchased
or obtained from a Member or a third-party service provider through
|unauthorized access by third parties to data or private information
of any Member;
|statements or conduct of any user of the Site; or
|any other matter relating to the Service however arising, including
Notwithstanding any of the foregoing provisions, the
aggregate liability of TradePeak.com, its employees, agents, affiliates, representatives
or anyone acting on its behalf with respect to each Member for all claims
arising from the use of the Service or the Site shall be limited to HK$100.
The preceding sentence shall not preclude the requirement by the Member to
prove actual damages. All claims arising from the use of the Service must
be filed within one (1) year from the date the cause of action arose.
7.1 This Agreement and the TradePeak.com Terms
of Use constitute the entire agreement between the Member and TradePeak.com
with respect to and governs the use of the Service, superseding any prior written
or oral agreements in relation to the same subject matter herein.
7.2 TradePeak.com and the Member are independent contractors,
and no agency, partnership, joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by this Agreement.
7.3 If any provision of this Agreement is held to be invalid
or unenforceable, such provision shall be struck and the remaining provisions
shall be enforced.
7.4 Headings are for reference purposes only and in no way
define, limit, construe or describe the scope or extent of such section.
7.5 TradePeak.com`s failure to enforce any right or failure
to act with respect to any breach by a Member under this Agreement will not
waive that right nor waives TradePeak.com`s right to act with respect with
subsequent or similar breaches.
7.6 TradePeak.com shall have the right to assign this Agreement
(including all of its rights, titles, benefits, interests, and obligations
and duties in this Agreement) to any person or entity. (including any affiliates
of TradePeak.com). The Member may not assign, in whole or part, this Agreement
to any person or entity.
7.7 This Agreement shall be governed by the laws of the
regard to its conflict of law provisions. The parties to this Agreement hereby
submit to the exclusive jurisdiction of the courts of Mumbai.