| This Terms of Use Agreement (the "Agreement")
describes the terms and conditions applicable to your use of the Trade1on1
web sitewww.trade1on1.com
(the "Site"). This Agreement is entered into between you
as the user of the Site (the "User") and Goattale Networks Company Ltd.
("Trade1on1").
1. Application of and Acceptance of Terms and Conditions.
1.1 For purposes of this Agreement, a User is any person who accesses the
Site for whatever purpose, regardless of whether such User has registered
with Trade1on1 as a registered user or whether such User is a paying customer
for a specific service provided by Trade1on1. A User includes the person
using this Site and any legal entity which may be represented by such person
under actual or apparent authority.
1.2 By accessing or using the Site, you hereby agree to accept the terms
and conditions set forth in this Agreement as a User. You shall be bound
by the terms and conditions of this Agreement with respect to your access
or use of this Site and any further upgrade, modification, addition or change
to this Site. If you do not accept all of the terms and conditions of this
Agreement, please do not use this Site.
1.3 This Agreement applies to each Paid Service (as defined below) in addition
to any terms and conditions that may be applicable to such specific Paid
Service.
1.4 Trade1on1 may amend this Agreement at any time by posting the amended
and restated Agreement on the Site. The amended and restated Agreement shall
be effective immediately upon posting. This Agreement was last amended on
Aug, 18 2007. Posting by Trade1on1 of the amended and restated Agreement
and your continued use of the Site 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 Trade1on1.
2. Charges and Fees; Paid Services
2.1 Access to the Site and certain of its features are provided to all Users
free of charge. However, Trade1on1 reserves the right, without prior notice,
to charge each User fees for the use of or access to the Site or its features.
2.2 Trade1on1 provides certain services to Users who have undergone a specific
registration process and agreed to pay for such services (Paid Services).
Access to and use of certain features and content of the Site that are part
of a Paid Service are governed by additional terms and conditions under
separate agreements in addition to this Agreement.
2.3 The following features of the Site, among other things, are part of
Paid Services
a) Submit, edit and display of company information in a Company Profile
b) Submit, edit and display of product related information (including product
images) in a Product Catalog or Showroom
c) Submit, edit and display of offers to sell products or services or general
advertising messages as Trade Leads
d) Business name, address and contact person as authenticated and verified
by a credit agency and displayed in a Trust Profile
e) Access to Trade1on1's Global Buyer Database
2.4 Unless otherwise stated, all fees are non-refundable.
2.5 Trade1on1 reserves the right to deny Paid Services to any User for whatever
reason in order to protect Trade1on1's interests.
3. Users Generally.
3.1 Users may use this Site solely for their own personal or internal purposes.
Each User agrees that it shall not copy, reproduce or download any information,
text, images, video clips, directories, files, databases or listings available
on or through the Site (the Trade1on1 Content) for the purpose of re-selling
or re-distributing the Trade1on1 Content, mass mailing (via emails, wireless
text messages, physical mail or otherwise), operating a business that competes
with Trade1on1, or otherwise commercially exploiting the Trade1on1 Content.
3.2 Some of the Trade1on1 Content displayed on this Site is provided or
posted by third parties (Third Party Content). Neither Trade1on1 nor any
of our affiliates, directors, officers or employees has entered into any
sales agency relationship with such third party by virtue of Trade1on1's
display of the Third Party Content on the Site. Any Third Party Content
is the sole responsibility of the party who provided the content. Trade1on1
is not responsible for the accuracy, propriety, lawfulness or truthfulness
of any Third Party Content, and shall not be liable to any User in connection
with such User's reliance of such Third Party Content. In addition, Trade1on1
is not responsible for the conduct of any User's activities on the Site,
and shall not be liable to any person in connection with any damage suffered
by any person as a result of such User's conduct.
3.3 Trade1on1 may allow Users access to content, products or services offered
by third parties through hyperlinks (in the form of word link, banners,
channels or otherwise) to such third party's web site. User acknowledges
that Trade1on1 has no control over such third party's web site and Trade1on1
shall not be responsible or liable to anyone for such web site, or any content,
products or services made available on such web site.
3.4 Messages or information sent by a User through communication systems
provided by the Site, or through emails, fax or letters to addressees obtained
from the Site, shall not contain any of the materials described in the provisions
of Section 5.5 below.
3.5 Trade1on1 reserves the right to limit, deny or create different access
to the Site and its features with respect to different Users, or to change
any of the features or introduce new features without prior notice. Each
User acknowledges that inability to use the Site wholly or partially for
whatever reason may have adverse effects on its business. Each User hereby
agrees that in no event shall Trade1on1 be liable to the User or any third
parties for any inability to use the Site (whether due to disruption, limited
access, changes to or termination of any features on the Site or otherwise),
any delays, errors or omissions with respect to any communications or transmission,
or any damage (direct, indirect, consequential or otherwise) arising from
the use of or inability to use the Site or any of its features.
3.6 No User shall undertake any scheme to undermine the integrity of the
computer systems or networks used by Trade1on1 and/or any other User and
no User shall attempt to gain unauthorized access to such computer systems
or networks.
4. Registered Users
4.1 Each User who has filled out an on-line registration form on the Site
by giving its information (such as name, address, telephone and fax number,
email address, details of its business, etc.) is a registered user of Trade1on1
(a Registered User). Trade1on1 will establish an account (Account) for each
Registered User and each Registered User is assigned a user alias (User
ID) and password (Password) for log-in access to its own Account.
4.2 Registered Users shall not access or enjoy the benefits of any Paid
Services without payment for such services; provided, however, that Trade1on1
may permit such free access or enjoyment of Paid Services by a Registered
User on a case-by-case basis; provided, further, that Trade1on1 reserves
the right at any time to deny access to any Paid Service (including but
not limited to termination of the Account of such Registered User) if the
Registered User has not paid Trade1on1 the relevant charges and fees under
the terms of such Paid Service.
4.3 Trade1on1 may suspend or terminate a Registered User's Account at any
time by giving no less than 24-hour notice to the Registered User; provided,
however, that notice is not required for such termination if, in Trade1on1's
determination, there is any breach of the provisions of this Agreement by
the Registered User.
4.4 Notwithstanding Section 4.1 above, Trade1on1 may refuse registration
and deny the issuance of an Account and associated User ID and Password
to any User for whatever reason.
5. Users Who Post Information on Trade1on1
5.1 You must be a Registered User in order to post information on the Site
using the self-help submit and edit tools provided through the Site. Your
status as a Registered User is governed by the provisions of Section 4 above.
5.2 No sales agency relationship is created between any User and Trade1on1,
our affiliates, directors, officers or employees by virtue of Trade1on1's
display of any of the User's information on the Site.
5.3 Each User hereby represents, warrants and agrees to (a) provide Trade1on1
with true, accurate, current and complete information to be displayed on
the Site and (b) maintain and promptly amend all information to keep it
true, accurate, current and complete. Each User hereby grants an irrevocable,
perpetual, worldwide and royalty-free license to Trade1on1 to display and
use all information provided by such User in accordance with the purposes
set forth in this Agreement. Each User further agrees that by posting any
material or information anywhere on the Site it surrenders its copyright
and any other proprietary right in the posted material or information.
5.4 Each User hereby represents, warrants and agrees that it has obtained
all necessary third party copyright or trademark licenses and permissions
and shall be solely responsible for ensuring that any material or information
it posts on the Site or provides to Trade1on1 or authorizes Trade1on1 to
display does not violate the copyright, trademark, trade secret or any other
personal or proprietary rights of any third party or is posted with the
permission of the owner(s) of such rights.
5.5 Each User hereby represents, warrants and agrees that information submitted
to Trade1on1 for display on the Site shall not:
(a) 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;
(b) be part of a scheme to defraud other Users of the Site or for any other
unlawful purpose;
(c) relate to sale of products or services that 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;
(d) violate any applicable law, statute, ordinance or regulation (including
without limitation those governing export control, consumer protection,
unfair competition, anti-discrimination or false advertising);
(e) be defamatory, libelous, unlawfully threatening or unlawfully harassing;
(f) be 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;
(g) promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation or age;
(h) 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;
(i) solicit business from any Users in connection with a commercial activity
that competes with Trade1on1; or
(j) contain 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 information.
5.6 Trade1on1 reserves the right in it sole discretion to remove any material
displayed on the Site which it reasonably believes is unlawful, could subject
Trade1on1 to liability, violates this Agreement or is otherwise found inappropriate
in Trade1on1's opinion. Trade1on1 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.
In connection with any of the foregoing, Trade1on1 may suspend or terminate
the Account of any User as Trade1on1 deems appropriate in its sole discretion.
6. Transactions between Buyers and Suppliers
6.1 Through the Site, Trade1on1 provides an electronic web-based platform
for exchanging information between buyers and suppliers of products and
services. Trade1on1 does not represent the seller nor the buyer in specific
transactions and does not charge any commissions from completing any transactions.
As a result, Trade1on1 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 a purchase.
6.2 Each User 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 User agrees that Trade1on1 shall not
be liable or responsible for any damages that may arise a result of or in
connection with any Transaction Risks.
6.3 Users 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.
6.4 In the event that any User has a dispute with any party to a transaction,
such User agrees to release and indemnify Trade1on1 (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.
7. Limitation of Liability
7.1 THE FEATURES AND SERVICES ON THE Trade1on1 SITE IS PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS, AND Trade1on1 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.
ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS
ARE HEREBY EXCLUDED.
7.2 Trade1on1 MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY,
ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR
CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE.
7.3 Any material downloaded or otherwise obtained through the Site is done
at each User's sole discretion and risk and each User is solely responsible
for any damage to its computer system or loss of data that may result from
the download of any such material. No advice or information, whether oral
or written, obtained by any User from Trade1on1 or through or from the Site
shall create any warranty not expressly stated herein.
7.4 Under no circumstances shall Trade1on1 be held liable for an delay or
failure or disruption of the content or services delivered through the Site
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.
7.5 Each User hereby agrees to indemnify and save Trade1on1, its affiliates,
directors, officers and employees harmless, from any and all losses, claims,
liabilities (including legal costs on a full indemnity basis) which may
arise from such User's use of the Site (including but not limited to the
display of such User's information on the Site) or from its breach of any
of the terms and conditions of this Agreement. Each User further agrees
that Trade1on1 is not responsible and shall have no liability to it, for
any material posted by others, including defamatory, offensive or illicit
material and that the risk of damages from such material rests entirely
with each User.
7.6 Trade1on1 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:
(a) the use or the inability to use the Site;
(b) any defect in goods, samples, data, information or services purchased
or obtained from a User or a third-party service provider through the Site;
(c) unauthorized access by third parties to data or private information
of any User;
(d) statements or conduct of any User of the Site; or
(e) any matters relating to Paid Services however arising, including negligence.
8. Intellectual Property Rights
8.1 Trade1on1 is the sole owner or lawful licensee of all the rights to
the Site and the Trade1on1 Content. The Site and Trade1on1 Content embody
trade secrets and intellectual property rights protected under worldwide
copyright and other laws. All title, ownership and intellectual property
rights in the Site and Trade1on1 Content shall remain with Trade1on1, its
affiliates or licensors of the Trade1on1 Content, as the case may be. All
rights not otherwise claimed under this Agreement or by Trade1on1 are hereby
reserved.
8.2 Trade1on1, trade1on1.com and related icons and logos are registered
trademarks or trademarks or service marks of trade1on1.com Ltd. in various
jurisdictions and are protected under applicable copyright, trademark and
other proprietary rights laws. The unauthorized copying, modification, use
or publication of these marks is strictly prohibited.
9. General
9.1 Subject to any additional agreements relating to Paid Services, this
Agreement and the Privacy Policy constitute the entire agreement between
the User and Trade1on1 with respect to access to and use of the Site, superseding
any prior written or oral agreements in relation to the same subject matter
herein.
9.2 If any provision herein is held to be invalid or unenforceable, such
provision shall be struck and the remaining provisions shall be enforced.
9.3 Headings are for reference purposes only and in no way define, limit,
construe or describe the scope or extent of such section.
9.4 Trade1on1's failure to enforce any right or failure to act with respect
to any breach by a User under these terms and conditions will not waive
that right nor waives Trade1on1's right to act with respect with subsequent
or similar breaches.
9.5 Trade1on1 shall have the right to assign its obligations and duties
in this Agreement and in any agreement relating to Paid Services to any
person or entity.
9.6 This Agreement shall be governed by the laws of the Federal Republic of Nigeria without regard to its conflict
of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Nigeria.
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