This User Agreement is a binding contract between the platform service provider and its users. This agreement listed/contain an overview of our service terms and corporate policies cover a variety area on usage, privacy notice, contact, legal/business resolution/remedy, and customer services…, etc. Again, this is a binding contract; therefore please do review the terms and contact us if you have any question about terms stated in this agreement. This agreement becomes binding and enforceable once we received and approved your application, and by submitting your application, you agree to act in accordance with all policies and terms of TradeHost.
The entity you are contracting with is TradeHost, 15319 Don Julia Road, City of Industry, CA 91745 U.S.A. In this User Agreement, these entities are individually and collectively referred to as “TradeHost,” “we,” or “us.” And the users may be individually and collectively referred to as “you,” “users,” “buyers,” or “sellers.”
Please be advised that this User Agreement contains provisions that govern legal rights and resolution between users and TradeHost[please see topics on Privacy, Disclaimer of Warranties, Limitation of Liability, Release of Liability, Assumption of Risk, Indemnity, Binding Arbitration, and Legal Disputes/Resolutions…, etc.]. Again, this agreement contains a section on Binding Arbitrate and Limitation on Class action, which will require you to submit claims you have against us in binding and final arbitration and limited your capacity to participate/bring the class action. Unless you opt-out of the Agreement to Arbitrate, you agree only to pursue claims against us (1)on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, (2)you will only be permitted to seek relief (e.g. monetary, injunctive, and declaratory relief) on an individual basis, and (3)you will resolve your dispute with us via arbitration.
TradeHost is a market platform that allows users to offer, sell, and buy a variety of products in a vast range of price without restriction on locality. The real/actual business transaction for sale and purchase is between the sellers and buyers. For now, we are focusing on providing a marketing platform for the user(s) to sell or buy products in the wholesale market. While we may provide pricing, shipping, listing, and other information for our users, such information is only suggestive, and you may select your service agents/carriers. Secondly, we will do our best to assist users through our business resolution/disputes program(s); however, we have very limited control over the users of the platform and we cannot guarantee (1)The existence, quality, safety or legality of items advertised/listed/offered for sale; (2)the truthfulness or accuracy of users’ presentation; (3)the capacity of sellers to sell items; (4)the capacity of buyers to pay for items; or (4)the buyer or sellers will complete a transaction, make the payment, or return the merchandise.
When using our platform/services you cannot:
(a)post, list or upload content or items in a manner that is inaccurate, deceptive, or may cause confusion to other users[e.g. spam, unsolicited or bulk electronic communications, or listing products in the wrong section];
(b)breach or circumvent any laws mandated by government laws/regulations;
(c)Infringe or harm third-party(s) legitimate rights/interest [e.g. Breach or attempt to breach another party(s)’ security systems, spread rumors about another user(s), or make unjustified measures that disrupt other users’ business transaction];
(d)use our services without the authority to make a legally binding contract[e.g. You are under 18 or your account has been suspended by us];
(e)unless you have valid reasons/excuses, failure to pay for items or owing money to the third party(s);
(f)unless you have valid reasons/excuses, failure to deliver goods as promised;
(g)transfer your TradeHost account (including Feedback) to another party without our consent and review;
(h)distribute or post unauthorized or irreverent content such as spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
(I) beside using malicious electronic attack [e.g. distribute viruses or any other technologies that may harm us or the interests or property of other users], you may not use any robot, spider, or other data mining/extraction tools to access or steal information from our platform for any purpose;
(j)interfere with us/other users’ operation unreasonably, or impose an unreasonable burden on our infrastructure;
(k)export, re-export, or use any TradeHost application, tool, or content that is illegal or in violation of our policy;
(l)infringe the intellectual property rights[e.g. Trademark, copyright, and patent] that belong to or are licensed to us/other users. Unauthorized copying, decompiling, derivative works, disassembling, displaying, distributing, reverse engineering or preparation/attempting of the above actions are examples of infringement of intellectual property rights;
(m)unfair/unauthorized commercialization of any of our corporate or platform resources; All users must agree and act in accordance with the terms and condition of our user agreement. Failure to follow these rules/conditions may subject you to legal liability(s), service fee(s), and restricting/suspending your user account.
If we believe that you are abusing our service/system in any way, we may, in our sole discretion and without prior notice, limit, suspend, or terminate your user account(s) and access to our service(s). We may also remove hosted or posted content, any special status associated with your account(s), your listings, reduce or eliminate any discounts, and take technical and all lawful measures available to prevent you from using our services.
We may cancel unverified or unresponsive accounts at any time. We may also remove/restricted accounts that have been inactive for an extended period. Finally, we reserve the right to refuse or terminate all or part of our services to anyone for any reason at our sole discretion.
Policy Violation and Enforcement
When users breach terms/conditions of this agreement, we may consider the user’s past performance and other circumstances when deciding appropriate remedy(s). Since the parties and circumstances will be different in every case, the implementation of our policy or remedial measure may be different.
The service fees we charge for using our platform are listed on our fee schedule. We may change our fee schedule from time to time by posting the changes on the TradeHost site 14 days in advance.
You must set up a payment method with us when conducting business with TradeHost. In addition to the listing price, you are also required to pay all applicable fees and taxes by the due date. If you failed to pay the applicable fee and your account is past due, you may be charged a late fee stated in our fee schedule. For accounts past due over 90 days, we may access a 10% interest or the maximum allowable interest for the amount you owed. We may also collect fees owed to us by all legal means such as using collection agencies and legal actions. In addition, we/our agent(s) may report information about your past-due account to credit bureaus which may impact your credit score. If you wish to dispute the information we reported to a credit bureau (i.e., Experian, Equifax or the TransUnion) you may contact us at TradeHost 15319 Don Julian Road, City of Industry, CA91745. If you wish to dispute the information a collection agency(s)/professional agency(s) reported to credit bureaus, you must contact the agency(s) directly.
When listing an item using our site, you agreed to comply with TradeHost’ rules and regulations:
(a)You are solely responsible for the accuracy and content of your listing;
(b)For security or management purpose, your listing may not be immediately available/operational for several hours (or up to 24 hours in some circumstances). We can’t guarantee exact listing availability times or duration;
(c)Content that violates laws or any of TradeHost’s policies may be deleted at our sole discretion;
(d)We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
- buyer’s location, search query, browsing site, and history/rating;
- item’s location, listing format, description, price, shipping cost, terms of service, listing period, history, and relevance to the user query;
- seller’s history, including listing practices, seller ratings, TradeHost policy compliance, user feedback, product review; and
- the relevance of the listing to users’ query(s).
- For technical and managerial reasons, a listing may not appear in some search and browse results regardless of the selection or input of the users.
- There may be some customized listing or upgrades that will only be available to certain users subject to our internal review process[please contact us if you need more information regarding this topic]
- TradeHost’s listing program may also affect whether your listing appears in search results.
- Meta tags and URL links that are included in a listing may be removed or restricted at our sole discretion.
- We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar products/listings. To facilitate the recommendation function, you agree that we may display the sales and performance history of your individual listings to other sellers.
(e)TradeHost is a marketplace forum opens to all users as long as they act in accordance with laws and regulations. Therefore, there may be the occasion that listings from other users, TraeHost, or our business associates which carry a product that may compete with yours. You are again reminded and agreed to our general practices when you open a user account(s) with us.
(f)As stated before, from time to time, TradeHost will have special sale/promotional program for the benefit of the sellers. One of our promotional programs is a Pre-Order listing which you may test out the merchandise and market with only a modest fee for a limited period. If you are interested in this great tool, please contact and sign up with our service representative for details.
When purchasing item(s), you agree to our user/buyers account agreement that:
(a)You have read and understood the description of the item(s), and you agreed to the terms and price stated. By submitting an order(s), you have formed a legally binding contract with the seller(s) when your order is accepted.
(b)As we have stated above, our control of the content in the listing is very limited, and you acknowledge this as a fact and will not hold us responsible for the contents of the listings which are provided by the sellers.
(c)You also acknowledge that we do not transfer legal ownership or legal title of items from the sellers to buyers.
(d)You agreed to adopt Uniform Commercial Code § 2-401(2) when dealing with the transfer of ownership between the buyer and the seller unless the buyer and the seller agree otherwise. Below is the relevant section for your reference: § 2-401. Passing of Title; Reservation for Security; Limited Application of This Section.
Each provision of this Article with regard to the rights, obligations, and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situations are not covered by the other provisions of this Article and matters concerning title become material the following rules apply:
(1) Title to goods cannot pass under a contract for sale prior to their identification to the contract (Section 2-501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this Act. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of the Article on Secured Transactions (Article 9), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.
(2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading
(a) if the contract requires or authorizes the seller to send the goods to the buyer but does not require him to deliver them at destination, title passes to the buyer at the time and place of shipment; but
(b) if the contract requires delivery at destination, title passes on tender there.
(3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods,
(a) if the seller is to deliver a document of title, title passes at the time when and the place where he delivers such documents; or
(b) if the goods are at the time of contracting already identified and no documents are to be delivered, title passes at the time and place of contracting.
(4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a “sale”.
International Buying and Selling; Translation
Many of our services involve international sellers and buyers. As a result, we may offer programs and tools to assist transactions between international parties. For example, tools like currency conversion or shipping calculator are helpful tools for the users. However, these tools are only for estimation purpose, and we cannot warranty or be bound by the valuation of these tools. Since our platform are devoted to wholesale, the sellers and buyers are merchants (e.g. merchant is a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill). Therefore, you will not hold us liable in any way regarding these estimations. Also, there are various alternative tools readily available for your use and reference, and the users are responsible for the content of the listing. The users are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of goods. Finally, If you purchase or sell an item using TradeHost, you are subject to our User Agreement as well.
TradeHost may have other international/affiliated sites, and you may list the items in our international sites directly with an option of international shipping. However, we cannot guarantee the appearance or availability of your listings at all our affiliated sites. When you sell your items internationally, you agree to be subject to that particular site’s local user agreement, policies, and laws. If you wish to exclude international buyers from purchasing your items, you can explicitly exclude international shipping from your listings and state your exclusion in the listings.
Lastly, you, the users, authorized us to use automated tools to translate your listing content and member-to-member communications (in whole or in part) into local languages where such translation tools are available. You may translate your content or contact us for translation service. However, the accuracy and availability of any translation service done by us are not guaranteed. Users are always responsible for the content in their listings, and the users shall always double check the accuracy of the translation in their listings. Again, the users acknowledge and agree not to hold us liable for any damage related to our tools or services specified in this paragraph on in this agreement.
When you provide content or upload data to our platform, you grant us the non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and sub-licensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you owned in these content and data. Therefore, we may also use these content/data for expansion and promotion of our services in any media available now or developed in the future. To the fullest extent permitted by applicable law, you waive your right to enforce against TradeHost, our assignees, our sublicensees, and their assignees your Intellectual Property Rights in the content/data in connection with our services, platform. You also agreed to confer same rights to our assignees and sublicensees to use such content/data.
You represent and warrant that: (1)you own or otherwise have all necessary legal rights to the content/data you transfer to our platform. (2)the content of your presentation on our platform is accurate and truthful. (3) Any use of such content (including derivative works) by us, our users, or others in contract with us, are in compliance with this Agreement and do not and will not infringe any Intellectual Property Rights of any third party. (4)TradeHost takes no responsibility and assumes no liability for any content provided by you or other third parties.
We have our in-house listing service and may also offer catalogs including, for example, product images, descriptions and specifications that are provided by third parties (including TradeHost users). You may use catalog content in your TradeHost listings. The permission to use catalog content is subject to modification or revocation at any time at our sole discretion.
While we try to present safe and reliable content, we cannot promise that the listing/catalog or other data provided through our services will always be available, accurate, complete, or up-to-date. As users of our platform, you agree not to hold us or our business associates legally responsible for examining or warranting the listings or content through our platforms or services. It is your responsibility to review and verify the content of your listings for accuracy, so please do double check your listing before posting. The listing may include copyrighted, trademarked or other proprietary materials and you agree not to remove any copyright, proprietary, or identification markings included within the listing. You also agree not to create any derivative works based on the listing content (other than by including them in your listings) that are the property of others.
The name “TradeHost” and other TradeHost marks, logos, designs, and phrases that we use in connection with our services are the commercial property of TradeHost in the U.S. Also, all software, hardware, and corporate data are protected commercial property(s) of TradeHost. The users are granted a limited license and must use our platform and services in accordance with government laws and user terms. Any usage that is contradictory to the laws or user terms is strictly prohibited. If you abuse our system/service or violate applicable rules and regulations, we may limit or prohibit your access to our platform. Furthermore, we may take legal action against you, and you agreed to pay for reasonable expenses such as arbitration fee, legal cost, or attorney fees incurred while we pursue our case against you. If you have any question regarding these issues, please contact our service representative.
Claims of Intellectual Property Right Violations
At TradeHost, we take laws and regulations seriously. Therefore, if you have questions regarding intellectual property right violation, please do contact us immediately and notify us of any infringement. Once we got the notice, we will check or restrict the alleged account, listed items, and its content on our site or our apps to protect intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please do notify our team under the instruction listed in 512(c) of title 17 of the United States Code:
(c)Information Residing on Systems or Networks At Direction of Users.—
(1)IN GENERAL.—A service provider shall not be liable for monetary relief, or, except as provided in subsection (j), for injunctive or other equitable relief, for infringement of copyright by reason of the storage at the direction of a user of material that resides on a system or network controlled or operated by or for the service provider, if the service provider:
- (A)(i)does not have actual knowledge that the material or an activity using the material on the system or network is infringing;
- (ii)in the absence of such actual knowledge, is not aware of facts or circumstances from which infringing activity is apparent; or
- (iii)upon obtaining such knowledge or awareness, acts expeditiously to remove, or disable access to, the material;
- (B)does not receive a financial benefit directly attributable to the infringing activity, in a case in which the service provider has the right and ability to control such activity; and
- (C)upon notification of claimed infringement as described in paragraph (3), responds expeditiously to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity.
(2)DESIGNATED AGENT. —The limitations on liability established in this subsection apply to a service provider only if the service provider has designated an agent to receive notifications of claimed infringement described in paragraph (3), by making available through its service, including on its website in a location accessible to the public, and by providing to the Copyright Office, substantially the following information:
- (A)the name, address, phone number, and electronic mail address of the agent.
- (B)other contact information which the Register of Copyrights may deem appropriate. The Register of Copyrights shall maintain a current directory of agents available to the public for inspection, including through the Internet, and may require payment of a fee by service providers to cover the costs of maintaining the directory.
(3)Elements of notification:
- (A)To be effective under this subsection, a notification of claimed infringement must be a written communication provided to the designated agent of a service provider that includes substantially the following:
- (i)A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- (ii)Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- (iii)Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- (iv)Information reasonably sufficient to permit the service provider to contact the complaining party, such as address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- (v)A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- (vi)A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- (B)(i)Subject to clause (ii), a notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions of subparagraph (A) shall not be considered under paragraph (1)(A) in determining whether a service provider has actual knowledge or is aware of facts or circumstances from which infringing activity is apparent.
- (ii)In a case in which the notification that is provided to the service provider’s designated agent fails to comply substantially with all the provisions of subparagraph (A) but substantially complies with clauses (ii), (iii), and (iv) of subparagraph (A), clause (i) of this subparagraph applies only if the service provider promptly attempts to contact the person making the notification or takes other reasonable steps to assist in the receipt of notification that substantially complies with all the provisions of subparagraph (A).
Lastly, when we received a complaint about your listing and the third party provide information in accordance with 512(c) of title 17U.S.C., depend upon circumstances, we may suspend or limit your access to our services immediately to protect third-party’s legal rights and to follow the law. Therefore, you agree not to hold TradeHost and its agents responsible for any damage if it was later determined that you had not infringed the property interest of another.
Restriction on users access to our platform or other services
To protect TradeHost and its users from the risk of liability, we may restrict users’ access to our platform or its business/financial accounts. We will use factors, including, but not limited to: Users’ account history, performance, returns, item review, user review, third party complaint, risk assessment of the listing, or transaction value. You acknowledge and agree that we have the right to take all protect measures available to us and will not hold us liable if your account is restricted or canceled under these circumstances.
Privacy and Contact
TradeHost may contact you using the contact information you provided us to: (1) notify you matters regarding your account; (2) troubleshoot problems with your account; (3) resolve a dispute; (4) collect a debt; (5) take your opinions through surveys or questionnaires; (6)other necessary actions for us to serve your account; or (7)enforce this User Agreement or other applicable laws and regulations. We may also contact you using autodialer/prerecorded calls, text messages, or other electronic communication for marketing purposes (e.g., offers and promotions). As described in our Privacy and contact notice and subject to our review, we may collect other telephone numbers for you and may place manual non-marketing calls to any of these numbers and autodialers non-marketing calls to any landline. Standard telephone minute and text charges may apply, and there may be additional fees if you have exceeded your coverage limits. If you do not wish to receive our marketing communications, you may change your communications preference at any time or by contacting our team.
TradeHost may share your telephone number with its authorized service providers. These service providers may contact you using autodialer or prerecorded calls, text messages, or other electronic communication only as authorized by TradeHost to carry out the purposes we have stated above.
We may also, without further notice or warning and in our sole discretion, monitor or record telephone conversations with you or anyone acting on your behalf with our agents or us for quality control, training purposes, or risk management.
Privacy of Others, Contact Other Users, and Marketing
Subject to our internal review, TradeHost may provide you with information about another user, and you agreed that you would use the information only for the purposes that such information is disclosed to you. You may not disclose, sell, rent, or distribute a user’s information to a third party for purposes unrelated to the stated purpose. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the affected parties.
- Returns and Cancellations
- To protect and serve our users better, we have established official return and cancellation
- policy(s). By using our service, you agree and will act in accordance with our policy.
- Please click the link here for details:
Extra Protection Measures
The users are hereby notified and acknowledged that TradeHost may, at its sole discretion, request the users to purchase commercial liability insurance or to restrict user’s access/ability to list products. In addition, there are “Hot Seasons” such as Christmas time which tends to attract scammers to open some fake account(s) with us. To protect users of TradeHost, we may modify our user agreement and request additional deposit or information from our sellers at these “Hot Seasons.”
Shipping terms and logistic issues
Shipping/Logistic is a major part of a business transaction on our platform and may involve international sellers and buyers. For the sake of clarification, logistic and shipping services cover transportation of goods and all other related matters such as customs clearance and insurance. At TradeHost and our affiliated sites, we do not offer shipping services. However, we do have a list of shipping and customs providers, and the users may contact them directly. These shipping service providers will handle the processing, customs clearance, and international shipment of the item on behalf of the users. The users are not required to use our listed logistic service providers and are free to choose their transportation/logistic service provider(s).
Since we have no control over the transportation/logistic service providers, we are not liable for any damage caused by such service providers. To the extent a user has a question or dispute about these service providers; we will assist the user by providing contact information or other relevant documentation that are in our possession.
- Pursuant to the U.S. customs and trade regulations, the U.S. buyer(AKA the importer Since you purchase items from a foreign country) is presumed to be the principal party that is responsible for the shipment and other related charges(such as customs clearance fee, storage fee, and tax). The shipping service providers are acting as the buyer’s forwarding agents, and the buyer is responsible for the accuracy of the information on the items. The buyer is also responsible for providing timely responses to requests for additional information by TradeHost, the shipping service providers, or other government authorities. You grant us the right to disclose information such as personal contact information, listing data, or order information to the service providers or government authorities. The matter of our disclosure will be limited to matters regarding the processing, export, import, customs clearance, international transportation of your items, or other reasonable inquiries. Again, TradeHost has no control over the privacy policies of these third-party agencies(s) or its affiliates; and you are subject to the service terms and policies of these shipping service providers. Lastly, you may limit your listings’ availability to international buyers by adjusting your account settings or statement. If you have questions about this topic, you may contact the shipping service providers directly or check with the appropriate government agencies such as U.S Custom at: https://www.cbp.gov/trade/basic-import-export/internet-purchases
Dispute Resolution Among Users
The majority business transactions via TradeHost platform do operate smoothly without much problem; however if there’s a problem with a transaction, we will help users to resolve a dispute. You agree to comply with the policy and allow us to make a final decision in your case(s) and dispute(s). We will also ask parties to produce support and evidence for their case. Failure to respond or produce evidence when requested will impact your case in a negative way; therefore, please do keep a good record and respond to our inquiries when you are involved in a dispute with another party.
If the seller chooses to reimburse a buyer, or are required to reimburse a buyer, you the seller authorize TradeHost to reimburse the stated amount from your account to the buyer. If your account does not have sufficient fund, we will use all available payment option on file to pay the necessary refund and applicable fees. We may also place the amount on your invoice, and charge your payment method on file. If the seller owed TradeHost money, we could collect the debt by using collection mechanisms, including retaining collection agencies and attorney. On the other hand, if the seller owed money to the buyer and TradeHost cannot transfer fund to the buyer with the available resource on hand, we will assist buyer by providing the information available and buyer must collect the debt by his or her effort.
Disclaimer of Warranties and Limitation of Liability
At TradeHost, we strive to keep our platform and services operate in a safe, secure, and speedy manner. However, there are important considerations such as operational update or listing review, and we cannot guarantee the continuous operation of or access to our services and platform. Business transaction and update and other notification functionality in TradeHost may not occur in real time or represent the real situation of the seller and buyer. Such functionality and representation are subject to various factors beyond our control.
You agree that you are making use of our services at your risk and that they are being provided to you on an “AS-IS” and “AS-AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
(a)the content you provide/upload to our platform;
(b)your use of or your inability to use our services;
(c)pricing, shipping, format, or other guidance provided by TradeHost;
(d)delays or disruptions in our Services;
(e)viruses or other malicious software obtained by accessing or linking to our Services;
(f)glitches, bugs, errors, or inaccuracies of any kind in our Services;
(g)damage to your hardware device from the use of any of our Service;
(h)the content, actions, or inactions of third parties, including items listed using our services or the destruction or undelivered items;
(f)a suspension or other action against your account for breaching or suspicion of breaching of our terms of our agreement;
(g)the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above; or
(h)your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to the User Agreement or our policies.
In case that the disclaimer of warranties or exclusion of damages is not allowed by law, the nonoffending exclusions and waivers will still be valid while the offending exclusions and waivers may be supplemented by default rule or reasonable business practice.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or any third party will not include consequential damage, and by using our service and submit your application, you agreed that the most damage you may recover is direct damage which will be based on the lesser of (a) any amounts due under the TradeHost up to the price the item sold for on TradeHost (including any applicable sales tax) and its original shipping costs, or (b) the amount of fees in dispute not to exceed the total fees which you paid to us in the 12 months prior to the action giving rise to the liability.
Release of Liability and Assumption of Risk
If you have a dispute with one or more users, you shall release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. In additional, you will release us from all liability
You shall indemnify, defend, and hold harmless TradeHost, its officers, officials, employees, and volunteers from and against any and all liability, claims, damage, cost, expenses, awards, fines, judgments, and attorney fees (including, without limitation, costs, attorney fees, expert witness fees, and other expenses of litigation) of every nature arising out of or in connection with usage of our service as stated in this agreement. You will also hold us harmless and defend us if your fail to comply with the terms of this agreement or other applicable laws, except when the loss or damage was caused by the sole gross negligence or willful misconduct of TradeHost.
Binding Arbitration and Legal Dispute
Please read the following section carefully because it affects your legal rights and will have a substantial impact on how your and our claims are resolved.
You and TradeHost agreed that any claim or dispute at law or equity that arise between us directly or relating in any way to (1)the terms of our business agreement, (2)your use of or access to our services, or (3)any products or services sold or purchased through our services will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
A. Applicable Law
You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and TradeHost.
B. Agreement to Arbitrate
You and TradeHost each agree that all disputes or claims that arise between you and TradeHost relating to or arising out of this or previous versions of the User Agreement, your use of or access to our services, or any products or services sold, offered, or purchased through TradeHost’s platform shall be resolved exclusively by final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
- 1.Prohibition of Class and Representative Actions and Non-Individualized Relief You and TradeHost agree that each party may bring claims against the other party only on an individual basis and not on a collective basis [e.g. plaintiff or class member in any purported class, representative, or actions and proceeding from a private attorney general]. Unless both you and TradeHost agree; The arbitrator may not consolidate or join more than one person’s or party’s claims, and may not preside over any form of a collective basis proceeding. Finally, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief awarded cannot affect other users. If a court determines that the law precludes enforcement of any of this agreement’s prohibition as to a particular claim or issue, then this particular claim or issue must be served from the arbitration and may be decided by a court [subject to parties’ right to appeal the court’s decision], while all other claims will remain in the arbitration proceeding.
- 2.Arbitration Procedures Arbitration is usually less formal than a lawsuit in court, and a neutral arbitrator will be appointed in place of the judge or the jury. The parties will go through proceeding such as discovery, documentation, or witness examination in accordance with AAA rules, and a court review of an arbitration award will be very limited. An arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement or other supporting evidence as a court would. The arbitrator may decide all issues except issues relating to arbitrability, the scope or enforceability of this agreement to arbitrate, or the interpretation of this agreement to arbitrate. Finally, limitation of Class and Representative Actions and Non-Individualized Relief shall be decided by a court of competent jurisdiction. The arbitration will be conducted by the American Arbitration Association (hereafter “AAA”) under its rules and procedures and the AAA’s Consumer Arbitration Rules when applicable. The AAA’s rules are available at www.adr.org, and you may contact AAA by telephone call or mail. If the situation warranted, more than one arbitrator may preside over an arbitration, and the AAA’s rules will govern the number of arbitrators or the selection of the arbitrator that will preside over an arbitration conducted under this agreement. A party who intends to seek arbitration must (1)send to the other party via certified mail a completed form of Notice of Dispute through arbitration (“Notice”). You may download a form Notice here or contact our customer service. The Notice to TradeHost should be sent to: TradeHost., Attn: Litigation Department, Re: Notice of Dispute, 15319 Don Julian Road, City of Industry, CA91745. TradeHost will send any Notice to your address we have on file or address you provided when registering your TradeHost account. It is your responsibility to keep your address up to date! All information called for in the Notice must be provided such are (1)a description of the nature and basis of the claims, (2)the party that is asserting such claims, and (3)the relief sought. If you and TradeHost are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or TradeHost may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to TradeHost as stated above. In the event TradeHost initiates an arbitration against you, we will send a copy of the completed form to the address we have on file. Any settlement offer made by you or TradeHost are confidential, and it shall not be disclosed to the arbitrator or other third parties without express consent by the other party. The arbitration hearing shall be held in L.A County, California or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or TradeHost may elect to have the arbitration conducted by telecommunication or based solely on written submissions. Such election shall be binding on you and TradeHost subject to the arbitrator’s discretion to require an in-person hearing when appropriate. In cases where an in-person hearing is held, you and TradeHost may attend by telephone or other telecommunication, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitration(s) which involving different user(s) unless required by law. The arbitrator’s award shall be final and binding, and the judgment of the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- 3.Costs of Arbitration Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules unless otherwise stated in this Agreement to Arbitrate. The User and TradeHost will share cost on all filing, administration, and arbitrator fees associated with the arbitration. However, If (a) a party willfully fail to comply with the Notice of Dispute requirement discussed above, or (b) the the arbitrator finds that the party’s claim(s) is frivolous, such party will reimburse the other party for all fees incurred in the arbitration stated above including reasonable attorney fee. Finally, if a party challenges the decision or the award of the arbitration by court appeal, the appealing party agree to reimburse the non-appealing party additional cost [e.g. court cost, legal cost, attorney fee, and other reasonable expense] if the court rendered judgments that are: (1)substantially similar[the attribution of fault or the difference in damage award is within 15% in the previous finding]; (2)the amount of controversy does not make practical business sense in comparison with the additional cost [e.g. the amount of controversy does not exceed $5000; or (3)other equitable consideration.
- 4.Severability With the exception of any of the provisions of Section 1 of this agreement to binding arbitration (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this agreement/section is invalid or unenforceable, the other parts of this agreement shall remain valid and enforceable.
- 5.Opt-Out Procedure If you are a new user of TradeHost, you can choose to reject this agreement to arbitrate (“opt-out”) by mailing us a written opt-out notice (“opt-out notice”). The opt-out notice must be postmarked no later than 30 days after the date you accept the user agreement for the first time. You must mail the opt-out notice via certify mail to: TradeHost Inc., ATTN: Litigation Department, Re: OPT-OUT NOTICE 15319 Don Julian Road, City of Industry, CA91745 In your Opt-Out Notice, you must complete and mail via certified mail to opt-out of the Agreement to Arbitrate. The Opt-Out Notice must contain (1)your name, address [including street address, city, state and zip code] and (2)the user ID(s) and email address(es) associated with your TradeHost account(s). You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt-out of the agreement to arbitrate. If you opt-out of the agreement to arbitrate, all other, or other parts of the agreement[e.g. User agreement, legal disputes/resolution, limited liability, or indemnity…, etc.] will continue to be valid and enforceable. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
- 6.Future Amendments to the Agreement to Arbitrate Notwithstanding any provision in the User Agreement to the contrary, we agree that any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against TradeHost prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the agreement to arbitrate that have arisen or may arise between us. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.TradeHost.com at least 30 days before the effective date of the amendments or by providing notice through the TradeHost Message Center by email. If you do not agree to these amended terms, you may close your account within the 30-days period, and you will not be bound by the amended terms.
C. Judicial Forum for Legal Disputes
Unless all parties agree, in the event that the agreement to arbitrate above is found not applicable to you or to a particular claim/dispute [e.g. you opt-out of the Agreement to Arbitrate, a decision by an arbitrator, or by a court order], you agree that any claim or dispute that has arisen or may arise between us must be resolved exclusively by a state or federal court located in Los Angeles County, California. You and TradeHost agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes.
TradeHost Inc. is located at 15319 Don Julian Road, City of Industry, CA91745.
Except as otherwise provided in this Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be taken out, and the remaining terms shall be valid and enforceable. In our sole discretion, we may assign this User Agreement to another party[e.g. Business purchaser or our representative], and in such event, we will post a notice on www.TradeHost.com.
The headings are for reference purposes only, and they shall not limit the scope or extent of any section. We cannot guarantee that we will take action against all breaches of this User Agreement. As a result, our failure to act on a breach by you or others shall not be construed as a waiver, and we may act on subsequent or similar breaches at our sole discretion.
We may amend this User Agreement at any time by posting the amended terms on www.TradeHost.com. We reserve the right to amend the User Agreement by modify, add to, or remove terms in the User Agreement. We will provide you 30 days’ notice by posting the amended terms on our official website. Additionally, we will notify you through our Message Center by email. Your continuing access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through agreement by you and an authorized TradeHost.
The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the TradeHost site, and it is your responsibility to review the update or seek additional information by contacting us.
If you create or use an account on behalf of a business entity, you represent and warrant that you are authorized to act on behalf of such business, and your acceptance will bind the business to this User Agreement. A user account is owned and controlled by the business entity or the owner. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is created or implied by this User Agreement.
The User Agreement, the User Privacy Notice, and all policies posted through our services set forth the entire understanding and agreement between you and TradeHost. This written instrument is the final expression of our agreement and supersedes all prior understandings and agreements between us.
The terms and conditions concerning Fees, Content, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes shall survive the termination of your service account or user agreement.