Trade.meritline.com User Agreement

Welcome to the Trade.meritline.com website (the "Site") and our worldwide business-to business product listing services (the “Services”).  Trade.meritline.com is an internet-based listing service that provides information regarding products of third-party merchants.  Any person who wants to access the Site and use its services must accept the terms and conditions of this User Agreement (the “User Agreement”) without change. BY REGISTERING FOR AND USING THE SITE AND ITS SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS USER AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.

Trade.meritline.com ("Trade.meritline.com") reserves the right to change any of the terms and conditions contained in this User Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site.  You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you.  IF ANY CHANGE IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.  YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING TRADE.MERITLINE.COM'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS USER AGREEMENT, DO NOT CONTINUE TO USE THE SITE AND THE SERVICES.

1. Eligibility Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services.      Trade.meritline.com may refuse to provide Services to anyone, at any time and in its sole discretion.

2. Registration Requirements and Obligation In its sole discretion, Trade.meritline.com may reject any registration request with or without cause.  To register for the Services, you must a) be a legal business entity; and b) agree to accept the User Agreement of Trade.meritline.com. By completing the registration process, you warrant that a) the information you provide is true, accurate, complete and current; and b) you will maintain and promptly update the registration information to keep it true, accurate, complete and current.  Trade.meritline.com may, at any time and in its sole discretion, terminate your membership for violation of the above policy.

3. Listing Fees Currently, the Services provided on Trade.meritline.com are free of charge. Trade.meritline.com, however, reserves the right to levy fees or charges for its Service. If we decide to levy a charge for the Service, a notice will be published on our website. By continuing the use of the relevant Service at any time after such publication, you agree to pay Trade.meritline.com such fees and charges. Trade.meritline.com reserves the right to modify its pricing structure and payment conditions from time to time in its sole discretion.

4. Changes in Services Trade.meritline.com reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal and comparable Services without prior notice to you.

5. Password Security You will receive a member I.D. and password upon completing the registration process.  You are solely responsible for maintaining the security of your member I.D. and password.  You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site.  If your password is compromised, you must change your password.  You further agree to notify Trade.meritline.com of any unauthorized use of your Member I.D. and/or password or any other breach of security.

6. User Responsibility You may only use the Services for your own legitimate personal or commercial purposes and agree not to sell or transfer your membership to other party. You understand that all content, including but not limited to, data, text, photos, images, messages or other materials (collectively  referred to as “Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person or business from which such Content originated. This means that you are entirely responsible for all Content that you upload, post or otherwise transmit to the Site.  All your Content posted to Trade.meritline.com shall be appropriate and conform to the terms of this User Agreement. You agree that Trade.meritline.com, in its sole discretion and without notice, may amend, remove, delete or hide any Content that is deemed inappropriate or nonconforming.  When using the Services, you agree not to:

a.       delete or change any copyright or other proprietary notice on any Content available from or through Trade.meritline.com;

b.      upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law, contractual or fiduciary relationships;

c.       upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of a third party; 

d.      post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or any content that is obscene, indecent, seditious, offensive, defamatory or threatening;

e.       post or transmit any content or software which may contain any virus, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept of expropriate any system, data or personal information;

f.        collect or attempt to collect personal information such as contact email and other users’ Content without authorization;

g.       transmit any unsolicited commercial or bulk email (“spamming”);

h.       engage in any act that is harmful or potentially harmful to Trade.meritline.com’s server structure as determined in Trade.meritline.com’s sole discretion, including overloading the Site’s technical infrastructure;

i.         create liability for Trade.meritline.com and its subcontractors or expose them to undue risk or otherwise engage in activities that Trade.meritline.com, in its sole discretion, determines to be harmful to its affiliates, operations, reputation, or goodwill; and

j.        link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation.

7. Trade.meritline.com's Role Trade.meritline.com solely provides a platform for third-party sellers ("Sellers") and buyers ("Buyers") to post, negotiate and complete e-commerce transactions.  Trade.meritline.com does not offer its own products.  Trade.meritline.com is not involved in the actual transaction between Seller and Buyer and is not the agent of and has no authority for either for any purpose.  The Site’s content is provided for informational purposes only and does not constitute an endorsement by Trade.meritline.com of any product, service or Seller.  You use the Site and the Services at your own risks.  Trade.meritline.com and you are independent contractors, and nothing in this User Agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the parties.  You will have no authority to make or accept any offers on Trade.mertiline.com’s behalf.

8. Trade.meritline.com’s Reservation of Rights Trade.meritline.com retains the right to immediately remove any product listing, terminate or suspend any account, prevent or restrict access to the Site or the Services, or take any other action to restrict access to or availability of objectionable material, any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the User Agreement. You agree that Trade.meritline.com may take any actions with respect to the content or materials that it believes are prudent or necessary to minimize or eliminate Trade.meritline.com's potential liability. Trade.meritline.com shall, as applicable, be the sole judge of what content or materials may create liability for Trade.meritline.com.

9. Seller Listings You, as the Seller, are responsible for all listings and related content. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. Trade.meritline.com does not warrant the accuracy or reliability of product descriptions, pricing, editorial commentary, sales or other tax representations, or any other content on the Site, regardless of its source. Trade.meritline.com assumes no liability for inaccuracy or incompleteness in its search results, editorial content, user ratings, or other content on the Site. All the actions taken by you on the Site are your responsibility. Trade.meritline.com cannot make any guarantees that any information is correct or be held liable for any actions taken based on the product and content provided by Sellers.

10. Sales, Use, or Similar Taxes You agree that it is the Seller's and the Buyer's responsibility to determine whether sales, use, or similar taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that Trade.meritline.com is not obligated to determine whether sales, use, or similar taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction.

11. Illegal Activity

a. Compliance with Laws: The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name.  You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Trade.meritline.com will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

b. Investigation: Trade.meritline.com has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. Trade.meritline.com also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of your account, denying access, and/or removal of any listings on the Site.  Trade.meritline.com reserves the right and has absolute discretion to remove, screen, or edit any content that violates this User Agreement or is otherwise objectionable.

c. Disclosure of Information: Trade.meritline.com also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Trade.meritline.com's systems and customers, or to ensure the integrity and operation of Trade.meritline.com's business and systems, Trade.meritline.com may access and disclose any information it considers necessary or appropriate.

12. Privacy Please read and familiarize yourself with the Trade.meritline.com’s Privacy Policy.  The Privacy Policy may be changed by us in the future. You should check the Privacy Policy frequently for changes. Trade.meritline.com and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and/or in other media.  It is your responsibility to make sure such communication is properly received and reviewed.  When you register for the Services of the Site, some personally identifiable information about you or your company, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers.

13. No Warranties Trade.meritline.com has no control over the internal business practices of any Seller, nor does it control, test, or inspect in any way the functionality, quality, authenticity or safety of any product listed or sold through the Site.

THE CONTENT, INFORMATION, PRODUCTS, SERVICES, AND MATERIALS CONTAINED OR OFFERED ON THIS SITE ARE PROVIDED ON AN "AS IS" BASIS. TRADE.MERITLINE.COM MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

A. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

B. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;

C. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, LAWFUL TO SELL, OR THAT SELLERS WILL PERFORM AS PROMISED;

D. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

E. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF TRADE.MERITLINE.COM. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TRADE.MERITLINE.COM DISCLAIMS ANY AND ALL SUCH WARRANTIES.

14. General release Because Trade.meritline.com is not involved in transactions between Buyers and Sellers or other participant dealings, if a dispute arises between one or more participants, each of you release Trade.meritline.com, its agents and employees from claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

15. Indemnity/Limitation of Liability

a. Indemnity and Defense: You will defend, indemnify and hold harmless Trade.meritline.com and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this User Agreement; or (b) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity; and "Seller Taxes" means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Trade.meritline.com Site.

b. Limitation of liability: Trade.meritline.com will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with this User Agreement, the Site, the Services, the inability to use the Services, or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the Services.

16. Disputes Because Trade.meritline.com is not the agent of either Seller or Buyer for any purpose, Trade.meritline.com will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. Trade.meritline.com urges Sellers and Buyers to cooperate with each other to resolve such disputes.

17. Intellectual Property Rights to the Site All rights, title and interest in and to the Site, and any content appearing on the Site is the exclusive property of Trade.meritline.com.  All rights under applicable laws are hereby reserved.  You may not use the Site, or any other content appearing on the Site, for any purpose other than as a product listing and shopping portal.  Except with the express permission of Trade.meritline.com, you are not allowed to upload, post, publish, reproduce, transmit or distribute in any way any component or content of the Site itself or to create derivative works with respect thereto.  You may not copy or modify the HTML code used to generate web pages on the Site.  You agree to abide by any and all intellectual property notices displayed on the Site. 

18.  Your Grant  By entering into this User Agreement and listing an item, you grant Trade.meritline.com and its affiliates a nonexclusive, worldwide, royalty-free, irrevocable right to exercise all copyright, trademark rights, and rights of publicity over the content you submit to Trade.meritline.com and its affiliates in any existing or future media, known or unknown, now or at any later date. You represent and warrant that you own or otherwise control all of the rights to the content you submit to Trade.meritline.com and its affiliates, and that the use of such materials by Trade.meritline.com and its affiliates will not infringe upon or violate the rights of any third party.

19. Termination Trade.meritline.com, in its sole discretion, may terminate this User Agreement, any product listing, your account, or access to the Site or the Services immediately without notice for any reason. Trade.meritline.com, in its sole discretion, also may prohibit any Seller from listing items on the Site.

20. General Provisions

a. Entire Agreement: This User Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. No Agency; Third-Party Beneficiary: Trade.meritline.com is not the agent, fiduciary, trustee, or other representative of you. Nothing expressed or mentioned in or implied from this User Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement. This User Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Trade.meritline.com, you, and relying Buyers or Sellers.

c. Severability: If any provision of this User Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

d. No Waiver: We will not be considered to have waived any of our rights or remedies described in this User Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Trade.meritline.com's failure to enforce the strict performance of any provision of this User Agreement will not constitute a waiver of Trade.meritline.com's right to subsequently enforce such provision or any other provisions of this User Agreement.

Trade.meritline.com User Agreement