Published November 20, 2020.
Effective as of December 3, 2020.
These Terms replace and supersede all prior versions.
IF YOU DO NOT AGREE WITH THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THE TERMS, PLEASE DO NOT USE THE SERVICES OR SOFTWARE.
1. Your Agreement with TradeEx.
1.1 Choice of Law and Contracting Entity.
If you live in Estonia, your relationship is with TradeExSoftware OÜ. If you reside outside of Estonia, your relationship is with TradeEx, and the Terms are governed by the law of Estonia.You may have additional rights under your local law. We do not seek to limit those rights where it is prohibited to do so by law.
You (as a Business or an individual, as applicable) retain all rights and ownership of your Content. We do not claim any ownership rights to your Content.
1.3 Updates to Terms.
We may make changes to the Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice. You should look at the Terms regularly. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services and Software will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and Software.
2. Use of Services and Software.
Subject to your compliance with the Terms and applicable law, you may access and use the Services and Software that we make available, and that you license from us. Your license(s) expire at the end of the term set forth in your order document. The version(s) of the Services and Software available at your renewal date may be different from the version(s) available when you first purchased your license(s) from TradeEx.You agree that your decision to use or purchase Software or Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
2.2 TradeEX Intellectual Property.
We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or Software. We reserve all rights not granted under the Terms.
2.3 Third-Party Services and Software.
The Services and Software may include third-party services and software, and you are responsible for complying with any and all third-party terms that apply. Some third-party terms that may be applicable to your use of the Services and Software are available. Access to third-party services and software is provided for convenience only, and TradeEx has no responsibility for such third-party services and software.
3. User Conduct.
3.1 Responsible Use.
The TradeEx communities often consist of users who expect a certain degree of courtesy and professionalism. You must use the Services and Software responsibly.
You must not misuse the Services or Software. For example, you must not:
(A) use the Services or Software without, or in violation of, a written license or agreement with TradeEx;
(B) copy, modify, host, stream, sublicense, or resell the Services or Software;
(C) enable or allow others to use the Services or Software using your account information;
(D) offer, use, or permit the use of the Services or Software in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as a part of a hosted service, or on behalf of any third party;
(E) access or attempt to access the Services or Software by any means other than the interface we provide or authorize;
(F) circumvent any access or use restrictions put into place to prevent certain uses of the Services or Software;
(G) “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights;
(H) Share any Content that is unlawful, harmful, threatening, obscene, violent, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, hateful, or otherwise objectionable;
(I) Share any Content that sexualizes minors or that is intended to facilitate inappropriate interactions with minors, other TradeEx users, or the public;
(J) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(K) attempt to disable, impair, or destroy the Services or Software;
(L) upload, transmit, store, or make available any Content, or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Services or Software;
(M) disrupt, interfere with, or inhibit any other user from using the Services or Software (such as stalking, intimidation, harassment, or incitement or promotion of violence or self-harm);
(N) engage in chain letters, junk mails, pyramid schemes, phishing, spamming, fraudulent activities, or other unsolicited messages;
(O) place an advertisement of any products or services in the Services except with our prior written approval;
(P) use any data mining or similar data gathering and extraction methods in connection with the Services or Software, including data scraping for machine learning or other purposes;
(Q) artificially manipulate or disrupt the Services or Software;
(R) create TradeEx accounts for the purpose of violating these terms or for circumventing account termination or other types of actions taken by TradeEx;
(S) manipulate or otherwise display the Services or Software by using framing or similar navigational technology; or
(T) violate applicable law.
4. Your Warranty and Indemnification Obligations.
By uploading your Content to the Services or Software, you agree that you have: (A) all necessary licenses and permissions to use and Share your Content; and (B) the rights necessary to grant the licenses in the Terms.
You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your Content, your use of the Services or Software (as applicable), or your violation of the Terms. We have the right to control the defense of any claim, action, or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action, or matter.
5. Disclaimers of Warranties.
5.1 Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (A) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (B) the results obtained from the use of the Services or Software will be effective, accurate, or reliable; (C) the quality of the Services or Software will meet your expectations; or (D) any errors or defects in the Services or Software will be corrected.
5.2 We specifically disclaim all liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Service or Software.
5.3 If you post your Content on our servers to publicly Share through the Services, we are not responsible for: (A) any loss, corruption, or damage to your Content; (B) the deletion of Content by anyone other than TradeEx; or (C) the inclusion of your Content by third parties on other websites or in other media.
6. Limitation of Liability.
6.1 Unless stated in the Additional Terms, we are not liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue, or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (C) arising out of or in connection with your use of or access to the Services or Software. Nothing in the Terms limits or excludes our liability for gross negligence, intentional misconduct of TradeEx or its employees, death, or personal injury.
6.2 Our total liability in any matter arising out of or related to the Terms is limited to the greater of (A) EUR 100; or (B) the aggregate amount that you paid for access to the Services and Software during the three-month period preceding the event giving rise to the liability.
6.3 These limitations and exclusions in this section 6 (Limitation of Liability) apply to the maximum extent permitted by law even if (A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) we knew or should have known about the possibility of damages.
6.4 These Terms set forth the entire liability of TradeEx and its affiliates as well as your exclusive remedy with respect to access and use of the Services and Software.
7. Audit Rights.
If you are a Business, then we may, no more than once every 12 months, upon seven 7 days’ prior notice to you, appoint our personnel or an independent third-party auditor who is obliged to maintain confidentiality to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of any and all Services or Software is in conformity with its valid licenses from us. Additionally, you will provide us with all records and information requested by us within 30 days of our request in order for us to verify that the installation and use of any and all Services and Software is in conformity with your valid licenses. If the verification discloses a shortfall in licenses for the Services or Software, you will immediately acquire any necessary licenses, subscriptions, and applicable back maintenance and support. If the underpaid fees exceed 5% of the value of the payable license fees, then you will also pay for our reasonable cost of conducting the verification.
8. Updates to Services and Software and Availability.
8.1 Updates to the Services and Software.
We may modify, update, or discontinue the Services or Software (including any portions or features) at any time, without liability to you or anyone else. However, for changes to paid offerings, we will make reasonable efforts to notify you of the modification, update, or discontinuation. If we discontinue the Services or Software in its entirety, we will use reasonable commercial efforts to allow you to transition your Content, and we may provide you with a pro rata refund for any unused fees for that Service or Software that you prepaid.
Webpages describing the Services are accessible worldwide, but this does not mean all Services or service features are available in your country or that user-generated content available via the Services is legal or available in your country. Access to certain Services (or certain Service features, Sample Files, or Content Files) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Services is legal or available where you use them. Services are not available in all languages.
9. No Modifications, Reverse Engineering.
Except as expressly permitted in the Terms, you may not (A) modify, port, adapt, or translate any portion of the Services or Software; or (B) reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Service or Software, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Service or Software. If the laws of your jurisdiction give you the right to decompile the Services or Software to obtain information necessary to render the licensed portions of the Services or Software interoperable with other software, you must first request such information from us. We may, in our discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Services or Software to ensure that our and our suppliers’ proprietary rights in the Services and Software are protected.
You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Terms to a third party.
11. Force Majeure.
Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to TradeEx) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
We respect the Intellectual Property Rights of others, and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (DMCA). You can learn more about TradeEx’s IP Takedown policies and practices here.