1. Acceptance of Terms
1.1 Welcome to the ExportMatch Export Promotion Service (the "Service"). The following sets forth the terms and conditions of the ExportMatch Membership Agreement (this "Agreement") between you and ExportMatch under which ExportMatch offers you access to the Service through the web site identified by the uniform resource locators (the "Site")
1.2 ExportMatch may amend this Agreement at any time by posting the amended and restated Agreement on this Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on June 11th, 2012. Posting by ExportMatch of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of ExportMatch.
2. The Service
2.1 The Service is offered on either a subscription basis for a specified time period or pay-per-lead as set forth in Section 4 of this Agreement and has the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of ExportMatch and notified to you) ("ExportMatch Benefits") :
(a) Company Web-Page - allows each Member to display basic information about its business, products and Services offered, etc. and provide descriptions, specifications and images of a limited number of products (as may be specified by ExportMatch from time to time);
(b) Export Lead Generation - ExportMatch will approach potential importers as defined by the Member and attempt to generate interest in the Member's products. The details of the generated leads will be brought to the Member's attention. The member will have the right to review the details of the generated leads according to the following service formats:
1. Pay-Per-Lead - Members will receive basic information of the generated leads. After paying the required fee the Member will receive full contact information of the generated lead.
2. Periodical - For the duration of the Member's Subscription the Member is entitled to view full information of all generated leads.
2.3 All payments made are non-refundable. ExportMatch reserves the right to modify the ExportMatch subscription rates and payment conditions for any subsequent renewals terms upon prior written notice to each Member.
2.4 Each Member shall be given a ExportMatch Account (the "Account") upon receipt of payment by ExportMatch. Activation of the Account shall be notified to the Member via email to such email address provided by the Member upon registration for the Service .
2.5 ExportMatch shall issue a Member ID and Password (which shall be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), will cause irreparable harm to ExportMatch and each Member shall indemnify ExportMatch against any loss or damages (including but not limited to loss of profits) suffered by ExportMatch as a result of such multiple use of an Account. Each Member hereby undertakes to notify ExportMatch immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that ExportMatch shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.
2.6 ExportMatch reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. ExportMatch further reserves the right to introduce new features, functionalities or applications to the Service or to future versions of the Service . All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by ExportMatch.
2.7 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall ExportMatch be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service . Each Member further agrees that any claim against ExportMatch for pre-mature termination of the Service and loss of ExportMatch Benefits shall be limited to the amount of subscription fees paid by the Member that are allocated (on a pro-rata basis) to the unused portion of the subscription period.
3. Terms of Subscription
The subscription entitles the Member to an active page in ExportMatch Website with no company information portrayed and to have lead generation activities performed on its behalf. ExportMatch reserves the right to terminate the agreement if the Member will show no interest and not purchase any lead generated during the last 90 days prior to the termination.
3.1 Each Periodical service Member shall subscribe for the Service for a minimum of three (3) months from the activation date of the Account and may be renewed by the Member for a subsequent minimum term one three (3) months unless terminated by ExportMatch in accordance with the terms set forth in this Agreement.
3.2 The subscription rates for the Service are exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies that each Member shall continue to be liable for as and when the same is imposed or incurred. In the event that ExportMatch does not receive full payment of subscription fees within ten (10) days of automatic renewal of subscription for the Service , such Member's subscription shall be terminated immediately without further notification from ExportMatch. Access to the ExportMatch Benefits shall be denied upon such termination.
4. Fees and Payment
4.1 In consideration of ExportMatch's agreement to process the application and to provide the Service , each Applicant agrees to pay ExportMatch a subscription fee. The rates for fees chargeable under the Service shall be published on the Site. All fees shall be payable in advance to ExportMatch by wire transfer, credit card, third-party payment system or such other method acceptable to ExportMatch, in UK Pounds or its equivalent in such other currency as permitted by ExportMatch. All payments made are non-refundable.
4.2 All published fees are exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies.
4.3 ExportMatch reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.
4.4 Each Applicant acknowledges that it is a criminal offense under applicable law to make unauthorized use of credit card or bank account information by anyone who is not the lawful owner of such credit card account or bank account. ExportMatch shall not be liable for the provision of any Service which has been paid for via unauthorized use of credit card or bank accounts. Any Applicant who commits an unauthorized use of credit card or bank accounts shall indemnify and save ExportMatch, its employees, agents and representatives harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such unauthorized use.
5. Member Responsibilities
5.1 Each Member hereby represents warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by ExportMatch and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to ExportMatch to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
5.2 Each Member hereby represents warrants and agrees that the use by such Member of the Service and the Site shall not:
(a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities; (b) be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;
(c) infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy;
(d) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(e) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
(f) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other Content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
(g) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(h) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
(i) involve attempts to copy, reproduce, exploit or expropriate ExportMatch's various proprietary directories, databases and listings;
(j) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and
(k) involve any scheme to undermine the integrity of the computer systems or networks used by ExportMatch and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;
(m) otherwise create any liability for ExportMatch or its affiliates.
5.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to
(a) act as such Member's business referee;
(b) to post and publish their contact details and information, reference letters and comments on their behalf; and
(c) that third parties may contact such business referees to support claims or statements made about the Member.
Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees.
5.4 ExportMatch does not endorse, verify or otherwise certify the Contents of any web-pages or other material or information made by or for any Member. Each Member is solely responsible for the Contents of their communications and may be held legally liable or accountable for the Content of their web-pages or other material or information.
5.5 Each Member represents, warrants and agrees that it has obtained all necessary third party copyright or trademark licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to ExportMatch or authorizes ExportMatch to display does not violate the copyright, trademark, trade secret or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights.
6. Limitation of Liability
6.1 the Service is provided on an "as is" and "as available" basis, and ExportMatch hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.
6.2 ExportMatch makes no warranty or representation as to the legality, truthfullness, accuracy or completeness of any information displayed through the Service by a member. Neither ExportMatch nor any of its affiliates shall be liable for such information.
6.3 Any material downloaded or otherwise obtained through the use of the Service is done at each Member's sole discretion and risk and each Member is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from ExportMatch or through or from the Service shall create any warranty not expressly stated in this Agreement.
6.4 Under no circumstances shall ExportMatch be held liable for a delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
6.5 ExportMatch shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
(a) the use or the inability to use the Service ;
(b) any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Site;
(c) unauthorized access by third parties to data or private information of any Member;
(d) statements or conduct of any user of the Site; or
(e) any other matter relating to the Service however arising, including negligence.
6.6 Notwithstanding any of the foregoing provisions, the aggregate liability of ExportMatch with respect to each Member for all claims arising from the use of the Service or the Site shall be limited to the greater of (a) the amount of fees the Member pays to us in the 12 months prior to the action giving rise to liability, and (b) $100. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Service must be filed within one (1) year from the date the cause of action arose.
7. Intellectual Property Rights
7.1 ExportMatch is the sole owner or lawful licensee of all the rights to the Service . The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with ExportMatch or its affiliate. All rights not otherwise claimed under this Agreement or ExportMatch are hereby reserved.
7.2 "ExportMatch" and related icons and logos are registered trademarks or service marks of CellularLink Ltd. in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
8.2 ExportMatch and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
8.3 This Agreement shall be governed by the laws of the jurisdiction where ExportMatch's headquarters are located without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts where ExportMatch's headquarters are located.
8.4 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
8.5 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
8.6 ExportMatch's failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive ExportMatch's right to act with respect with subsequent or similar breaches.
8.7 ExportMatch shall have the right to assign its obligations and duties in this Agreement to any person or entity.