1.1 Trade Point Israel, a nonprofit corporation, with a place of business at 2 Shtibel St., Tel Aviv Israel makes available on the Internet its online international trade facilitation services named I-TRADE(SM) Services ("I-TRADE"). I-TRADE is available to authorized members ("Member") through a personal membership account ("Membership").
1.2 This document, available on-line for viewing at all times, is the contract between TPISRAEL and Member. By completing the subscription process, you agree to be bound legally and to abide by the terms of this User Agreement. If you do not wish to be bound by the terms of this User Agreement, you must discontinue use of I-TRADE.
1.3 TPISRAEL may modify the terms of this User Agreement at any time. Any modification is effective immediately upon either a posting on I-TRADE, electronic mail, or conventional mail. If any terms of the modified User Agreement are unacceptable to Member, Member may immediately terminate its Membership by notifying TPISRAEL in accordance with Section 8 herein. Member's continued use of I-TRADE following any modification to the User Agreement shall be deemed acceptance of the modification.
1.4 TPISRAEL may terminate or alter I-TRADE, including, but not limited to, (i) restricting the time of availability, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any Member's right to use I-TRADE, at TPUSA's sole discretion and without prior notice or liability. TPUSA reserves the right to change or add any fees or surcharges at any time effective upon thirty (30) days prior notice.
2.1 Member is responsible for all charges associated with connecting to I-TRADE through an available access number, including telephone charges.
2.2 Member is responsible for obtaining or providing all telephone access lines, telephone and computer equipment (including modem), or other access device, necessary to access I-TRADE.
2.3 Member certifies that it has all rights necessary to enter into a binding User Agreement with TPUSA, including the authority to enter into billing arrangements. Member agrees to provide TPUSA with accurate, complete, and updated information required by the registration to I-TRADE, including Member's legal name, address, telephone number, and applicable payment data (i.e. credit card number and expiration date or checking account information). Member agrees to notify TPUSA within thirty (30) days of any changes in its registration-relevant data. Failure to comply with this provision may result in immediate termination of Member's Membership.
2.4 Upon Member's enrollment, Member will select a unique password. Member is responsible for maintaining the confidentiality of the password and is liable for any harm resulting from disclosing or allowing disclosure of any password.
2.5 Current rates for using I-TRADE may be obtained by calling 614-645-1700. Member will pay all sales, use, value-added, personal property or other governmental tax or levy imposed on the goods or services billed to Member's account. If TPUSA does not receive the full amount of Member's Membership account balance when it is due, TPUSA may cancel Member's access to I-TRADE immediately.
2.6 Any conduct by Member which in TPUSA's discretion restricts or inhibits any other Member from using or enjoying I-TRADE will not be permitted. Member agrees to use I-TRADE only for lawful purposes. Member is prohibited from posting on or transmitting through I-TRADE any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racial, ethnic or otherwise objectionable material of any kind.
3.1 Member acknowledges that I-TRADE contains information, software, photos, graphics, sound or other materials (collectively "Material") that are protected by copyrights, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Material is copyrighted as a collective work under the U.S. Copyright laws, and TPUSA owns a copyright in the selection, coordination, arrangement and enhancement of such Material. Member may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the Material, in whole or in part. Without obtaining the permission of the copyright owner, Member may not upload, post, reproduce, or distribute Material protected by copyright or other proprietary right.
3.2 Any copyrighted Material submitted by Member which Member wishes to copy protect should contain a phrase such as "copyright owned by (name of owner), (date of copyright), All Rights Reserved." Member is responsible for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm arising from its own submissions to I-TRADE which Member seeks to protect.
3.3 The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. Member agrees to abide by these laws, including but not limited to, the Export Administration Act, the Arms Export Control Act and their implementing regulations, and not to transfer, by electronic transmission or otherwise, any Material derived from I-TRADE to either a foreign national or a foreign destination without first obtaining any required government authorization. Member further agrees not to upload to I-TRADE any data or software that cannot be exported without prior written government authorization, including but not limited to, certain types of encryption software. This agreement shall survive termination of this User Agreement. In addition, because U.S. export control laws currently prohibit nationals of Cuba, Iran, Libya, North Korea and Syria from gaining access to certain Material on I-TRADE, nationals of these countries may not legally access I-TRADE at this time.
3.4 TPUSA is a distributor of Material supplied by third parties and Members. Accordingly, TPUSA has no more editorial control over such Material than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or Material expressed or made available by third parties, including information providers, Members, or any other user of I-TRADE, are those of the respective author, distributor and not of TPUSA. Neither TPUSA nor any third party provider of information guarantees the accuracy, completeness, or usefulness of any Material, nor its merchantability or fitness for any particular purpose. It is the responsibility of Member to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other Material available through I-TRADE.
Member may order and purchase merchandise or services from other Members and users of I-TRADE who are not affiliated with TPUSA. All transactions concerning third party goods or services, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between the third party and Member. TPUSA makes no warranties or representations whatsoever with regard to any good or service provided by any third party. TPUSA shall not be a party to a transaction between Member and any third party, or be liable for any cost or damage arising either directly or indirectly from any action or inaction of any third party.
5.1 TPUSA reserves the right to prohibit conduct, communication, or Material which it deems in its discretion to be harmful to Members, the communities which make up I-TRADE, or to violate any applicable law. Notwithstanding the foregoing, neither TPUSA nor its information providers have the practical ability to restrict conduct, communication or Material which might violate this Agreement prior to transmission on I-TRADE, nor can TPUSA ensure prompt editing or removal of questionable Material after online posting. Accordingly, neither TPUSA nor any information provider shall assume liability for any action or inaction with respect to conduct, communication or Material on I-TRADE.
5.2 Unless Member elects otherwise by notifying TPUSA during the sign-up process, TPUSA reserves the right to distribute to third parties, particularly, but not limited to, information providers, general Member information, such as Member's name and mailing address. TPUSA will not distribute Member billing information (i.e. credit card or checking account numbers).
6.1 MEMBER EXPRESSLY AGREES THAT USE OF I-TRADE IS AT MEMBER'S SOLE RISK. NEITHER TPUSA, ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD PARTY INFORMATION PROVIDERS, MERCHANTS, OR THE LIKE, WARRANT THAT I-TRADE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF I-TRADE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH I-TRADE. NEITHER TPUSA NOR ANY OF ITS SERVICE PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESSED OR IMPLIED, THAT ANY AVAILABLE ACCESS NUMBER WILL BE A LOCAL CALL FROM YOUR AREA CODE AND EXCHANGE.
6.2 I-TRADE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY TPUSA, ITS EMPLOYEES, AGENTS, THIRD PARTY INFORMATION PROVIDERS, MERCHANTS, OR THE LIKE, SHALL CREATE A WARRANTY; NOR SHALL MEMBER RELY ON ANY SUCH INFORMATION OR ADVICE.
6.3 UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL TPUSA, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING I-TRADE, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE I-TRADE INCLUDING, BUT NOT LIMITED TO, RELIANCE BY A MEMBER ON ANY INFORMATION OBTAINED ON I-TRADE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO TPUSA'S RECORDS, PROGRAMS OR SERVICES. MEMBER HEREBY ACKNOWLEDGES THAT THIS SECTION 6.3 SHALL APPLY TO ALL MATERIAL, MERCHANDISE OR SERVICES AVAILABLE THROUGH I-TRADE.
6.4 Notwithstanding the foregoing, in no event shall the total liability of TPUSA or its employees, affiliates, agents, third party information providers, merchants, for all damages, losses and causes of action whether in contract, tort, including negligence, or otherwise, either jointly or severally, exceed the aggregate dollar amount paid by Member to TPUSA in the twelve (12) months prior to the claimed injury or damage.
Upon request of TPUSA, Member agrees to defend, indemnify and hold harmless TPUSA, its officers, directors, employees, agents, third party information providers, and merchants for any claims and expenses, including reasonable attorney's fees, related to any placement or transmission by or through Member of any Material on I-TRADE and its third party information providers, merchants and Members.
8.1 Either Member or TPUSA may terminate Membership at any time. Member's only right with respect to any dissatisfaction with any of TPUSA's business practices or Material available through I-TRADE is to terminate Membership by delivering notice to TPUSA, effective the day TPUSA receives notification of termination or such specified future date as may be acceptable to TPUSA. In the event that Member's Membership is terminated or canceled, any online time credited to Member's Membership is not convertible to cash or other form of credit.
8.2. TPUSA may terminate Membership, or suspend any Member's access to all or part of I-TRADE, without notice, for any conduct that TPUSA in its sole discretion believes violates this Agreement, interferes with another Member's enjoyment of I-TRADE, or is harmful to another Member, third party information provider, merchant, or TPUSA's interests.
8.3 In the event of termination, Member remains bound by Sections 3, 6, 7, and 9 herein.
9.1 Construction. In the event any portion of this User Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this User Agreement shall remain in full force and effect. The section headings herein are provided only for reference and shall have no effect on the construction or interpretation of this User Agreement.
9.2. No Implied Waiver/Modification. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this User Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall modify any provision of this User Agreement.
9.3. Applicable Law. This User Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Each party irrevocably consents to the exclusive jurisdiction of the courts of the State of Ohio and the federal courts situated in the State of Ohio in connection with any action arising under this User Agreement or relating to I-TRADE. Any cause of action of Member or its authorized user(s) with respect to I-TRADE must be commenced within one (1) year after the claim or cause of action arose, or be barred.
9.4 Trademarks. I-TRADE and its related services are service marks of TPUSA. All other trademarks appearing on I-TRADE are the property of their respective owners.
Copyright 1995, Trade Point Israel. All Rights Reserved.