PowerTrader Service Agreement

Date of last revision: July 17, 2009

Power Trader Service Agreement

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

1. Acceptance of the Power Trader Service Agreement Whole agreement

These following terms describe the Power Trader Service Agreement (“the Service Agreement”) that is entered between you and MERCATRADE S.A. (“MERCATRADE”). By agreeing to the Service Agreement you also accept to be bound by the MERCATRADE Terms of Use (terms not defined in this agreement bear the same meaning as those contain in the MERCATRADE Terms of Use). If you do not accept this set of terms and conditions, please do not subscribe to the Service.

The service is offered through the web site identified by the uniform resource locator (URL) www.mercatrade.com.

Conditions of acceptance

This Service Agreement will take effect, and your Power Trader account will be activated, once the following conditions are fulfilled:

• Completion of the on-line service registration process including clicking on the “I agree” button available at the end of this form;

or

• Submission to us of a signed copy of the registration form for the Service and the Power Trader Service Agreement.  

and

• Reception by us of the full payment of the Service Fee.

Amendment

We reserve the absolute right, at our sole discretion, to change, modify, add, or delete portions of the Power Trader Service Agreement at any time without further notice and with direct effect. You will be informed by email of any changes to this Service Agreement.  We will also post the changes to this Service Agreement on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the website after any such changes constitutes your acceptance of the new Service Agreement.

2. Subscription to the Service

Duration

You subscribe to the Power Trader Service for duration of one year from the activation of the Service subsequent to the fulfillment of the conditions of acceptance.

Service Fee and payment

All payments made are not refundable.

Fee for the Service may change from time to time, from one year o another, at MERCATRADE’s sole discretion, for promotional events, for new services or new fee policy applicable. The fee to be paid by the User is the fee applicable at the date of the request for the Service by the User.

The Service Fee is exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies. In particular, if you proceed to payment by bank transfer, it is your responsibility to make sure that the full service fee reaches MERCATRADE bank account.

Prohibition

Any unlawful use of credit Card or Bank Account is prohibited. MERCATRADE shall not be held responsible for the provision of the Service which has been paid for via unauthorized credit card or bank accounts.  You agree to indemnify and hold MERCATRADE, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including attorney’s fees, arising out or in connection with any unauthorized use of credit card or bank accounts.

Renewal of subscription

MERCATRADE will send you a service renewal notification, including applicable service fee, by email one month before the anniversary date of your subscription. Renewal of your subscription involves your completion of the conditions of acceptance set forth in article 1 of this Agreement before the 10th day after the anniversary date of your subscription. If the conditions of acceptance have not been fulfilled by this date the Power Trader Service will be cancelled.  

3. The Power Trader Service

Power Trader Service features

Upon subscription of the Service, each Power Trader member has access to the following main features:

• Access to all the free services
• Power Trader Virtual Showroom – Your customized showroom on MERCATRADE.com that allows you to display your company logo, company information, your products and/services (including the set-up of your own showroom categories), your buying requests, your contact details amongst other features.
• Listing enhancement – you can post as many listing with pictures as you wish. Listing displays the Power Trader seal, your company logo; listing is in bold with Power Trader background color and gets higher ranking in search result.
• Sending unlimited number of messages from your Virtual Office (listings, profile and communication management).
• Access to special features such as ‘Attend a Tradeshow’, creating a link to your company website.

It is MERCATRADE’s philosophy to always provide you with the best service possible. Consequently, the Power Trader Service features may be upgraded, modified from time to time, or interrupted for maintenance purposes at our sole discretion. All new or modified features, new or modified applications shall be governed by this Agreement, unless otherwise stated by MERCATRADE.

You agree that MERCATRADE shall not be held liable for any inability to use the Service wholly or partly whether due to disruption to the Service, changes to or termination of the Service, delays, inaccuracies, errors, omissions. You also agree that MERCATRADE shall not be held liable for any direct or indirect damages arising as a result of the use or the inability to use the Service wholly or partly.

MERCATRADE is not involved in the actual transaction between buyers and sellers.

Conditions of use of the Power Trader Service

By subscribing to the Power Trader Service you agree to comply with the conditions of use set forth in the MERCATRADE Terms of Use, including but not limited to the article 5.3  ‘General Restrictions’ and article 5.2 ‘Respect of Third Party Intellectual Property Rights’.

By Posting listings and information you provide MERCATRADE with information that will displayed on MERCATRADE.com. Therefore, you represent, warrant and agree:

• to provide MERCATRADE with true, accurate, current and complete information
• to maintain and promptly upgrade any information you provide to MERCATRADE, to keep it accurate, current and complete
• that you have obtained all consent and authorization in regards of the information and content published or to be published on the site or communication received (or to be received) or sent (or to be sent) through the Site
• that you are solely responsible and maybe held legally liable in regards to information, content and communications that you publish on or transfer through the Site.

You also grant MERCATRADE a nonexclusive, royalty free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant MERCATRADE and sublicensees the right to use the name that you submit in connection with such content and information, if they choose.

Each Power Trader account is available for one legal or physical entity only. The use of the Power Trader account by multiple entities is prohibited. The breach of that provision would lead to immediate termination of the Service with no reimbursement of the Service fees.  It is your responsibility to keep your account information (user name and password) confidential to avoid use of your Power Trader account by any other entity. MERCATRADE shall not be held liable for any loss or damage arising from your failure to comply with this provision.

We reserve the right to proceed to random verification of your subscription and company information by using the Authentication and Verification procedure supplied by a third party credit agency. The failure to pass the Authentication and Verification procedure would lead to immediate termination of the Service Agreement.

You agree to indemnify and hold MERCATRADE, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out or in connection with your use of the website or from your breach of this Agreement or MERCATRADE Terms of Use.

You also agree that MERCATRADE, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees is not responsible and shall not be held liable for any direct or indirect damages arising as a result of any other User’s use or misuse of MERCATRADE.com.

Intellectual Property Rights

All content on MERCATRADE Power Trader Service including designs, text, graphics, pictures, information, applications, software and other files, and their selection and arrangement, are the proprietary property of MERCATRADE, or its licensors with all rights reserved. No Site Content maybe modified, copied, distributed, or sold in any form or by any means, in whole or in part, without MERCATRADE’s prior written permission.

Any unauthorized use of the Power Trader Service content, as stated in this Agreement, may also violate applicable laws including copyrights and trademark laws. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication or otherwise.

4. Termination of the Service Agreement

MERCATRADE may terminate the Service Agreement with immediate effect and without notice:

a)     in case of breach of any applicable law by the User;

b)    in case of any breach by the User of this Service Agreement and/or MERCATRADE Terms o Use

c)     in case of the failure of the User to pass a random Authentication and Verification procedure processed by a third party credit agency appointed by MERCATRADE

d)    in case of the failure of the User to pass an Authentication and Verification procedure that is part of the subscription to MERCATRADE Verified Service purchased by the User in addition to its subscription to the Power Trader Service.

e)     for any reason, and at MERCATRADE’s sole discretion, in case of actions or omissions of the Member that may affect MERCATRADE’s reputation and business.

In case of termination of the Service Agreement due to the events a) or b), MERCATRADE would not proceed to any refund of the Service fee.

In case of termination of the Service Agreement due to the event c), MERCATRADE would deduct 50% of the subscription fee to cover the costs of the Authorization and Verification procedure, then MERCATRADE would refund the remaining 50% of the Service fee pro-rata the remaining number of days of Service available. 

In case of termination of the Service Agreement due to the event d) or e), MERCATRADE would refund the Service fee pro-rata the remaining number of days of Service available.

5. Disclaimer and Limitation of Liability

Disclaimer of warranty

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS SERVICE IS PROVIDED BY MERCATRADE ON A “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. MERCATRADE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THIS SERVICE OR THE INFORMATION, CONTENT MATERIALS, PRODUCTS (INCLUDING SOFTWARE)  INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SERVICE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SERVICE IS AT YOUR SOLE RISK.

MERCATRADE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE LEGALITY, TRUTHFULLNESS, ACCURACY OR COMPLETENESS OF ANY CONTENT OR INFORMATION, COMMUNICATION DISPLAYED OR TRANSFERED TRHOUGH THE SERVICE BY A USER.

Limitation of liability

In addition to the article 12 of the MERCATRADE Terms of Use, the following limitations of liability apply.

Under no circumstances MERCATRADE shall be held liable for any inability or delay to use the Service wholly or partly whether due to disruption to the Service for any reason, changes to or termination of the Service, delays, inaccuracies, errors, omissions.

MERCATRADE shall not be held liable for any direct or indirect damages arising as a result of the use, delay in using or the inability to use the Service wholly or partly or arising from for any use, misuse, unlawful use of the Service by any other User. 

Regardless of the previous paragraph, if MERCATRADE is found to be liable, our liability to you or to any third party is limited to the total fees you paid to us in the 12 months prior the action giving rise to the liability.

6. Additional terms

This Service Agreement and the MERCATRADE Terms of Use constitute the entire agreement between you and MERCATRADE superseding any prior agreements between you and MERCATRADE relating to your use of the Service.

For any other additional terms to this Agreement, please refer to MERCATRADE Terms of Use.