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The following is a legally binding contract between me and ISBX, Inc. and
governs my use of the ISBX website, its content and services and my account with
ISBX.
By establishing an ISBX account, conducting account transactions or
continuing to use the ISBX website, I am accepting and agreeing to abide by all
of these Terms and Conditions and Privacy Policy posted on the ISBX website.
If you do not agree with any of these Terms and Conditions or find any of
them to be unacceptable, do not continue with the membership enrollment and
simply leave the ISBX website.
In this Agreement, "I", "me", "my" and "we", "us", "our" refer to the
individuals, corporations or parties who are the account owners, have an
interest in the account(s), and consent to be bound by the terms of this
Agreement. "ISBX" refers to ISBX, Inc., its employees, representatives,
officers, directors, agents, successors and assigns.
We may amend this Agreement at any time by positing the amended terms on the
ISBX website. Except as stated below, all amended terms shall automatically be
effective 30 days after they are initially posted on the ISBX website. In
addition, we will notify you using your primary contact information you have
provided ISBX. This Agreement may not be otherwise amended except in a writing
signed by you and ISBX. This Agreement is effective upon acceptance in member
registration.
Membership Eligibility
Our services are available only to, and may only be used by individuals who
can form legally binding contracts under applicable law. Without limiting the
foregoing, our services are not available to children (persons under the age of
18) or to temporarily or indefinitely suspended ISBX members. If you do not qualify, please do not
use our website. Further, your ISBX account (including feedback) and Member ID
may not be transferred or sold to another party. If you are registering as a
business entity, you represent that you have the authority to bind the entity to
this Agreement.
Fees and Services
Joining and bidding on items at
ISBX is free. We do charge a fee to members whose intent is to utilize our
Inventory Management System without intending to generate any sales transactions
through our website. We may change our Fees and Credits Policy and the fees for
our services from time to time. Our changes to the policy are effective after we
provide you with at least fourteen (14) days' notice of the changes by posting
the changes on the website. However, we may choose to temporarily change our
Fees and Credits Policy and the fees for our services for promotional events
(for example, free listing days) and such changes are effective when we post the
temporary promotional event on the website. We may in our sole discretion change
some or all of our services at any time. In the event we introduce a new
service, the fees for that service are effective at the launch of the service.
Unless otherwise stated, all fees are quoted in U.S. Dollars. You are
responsible for paying all fees associated with using our service and the
website and all applicable taxes.
ISBX is a Venue
ISBX is not an Auctioneer. Instead, ISBX acts as a venue to allow anyone
to offer, sell, and purchase satellite communication services, at anytime, from
anywhere, in a variety of pricing formats, including a fixed price format and an
auction-style format commonly referred to as "online auctions" or "auctions." We
are not involved in the actual transaction between buyers and sellers. As a
result, we have no control over the quality, safety or legality of the items
advertised, the truth or accuracy of the listings, the ability of sellers to
sell items or the ability of buyers to pay for items. We cannot ensure that a
buyer or seller will actually complete a transaction.
Fixed Price Marketplace. We also offer you the availability to purchase
services at a fixed price on our website. This area is a venue that allows
members to find and purchase services from other members at a fixed price.
Inventory Management System. We offer this system free of charge to our
members whose intent is to sell their listed services through our website. Once
a service has been entered into our Inventory Management System, you are bound
by the Terms and Conditions, Privacy Policy, and any other written signed
agreement between you and ISBX. Use of the Inventory Management System other
than to drive sales transaction through our website is permitted only if there
is a written signed agreement between you and ISBX that permits such
activities.
Identity Verification. We use many techniques to verify the accuracy of
the information our members provide us when they register on our website.
However, because user verification on the Internet is difficult, ISBX cannot and
does not confirm each member's purported identity. Thus, we have established a
member-initiated rating system to help you evaluate with whom you are dealing.
We also encourage you to communicate directly with potential trading partners
through the tools available on our website. You may also wish to consider using
a third party escrow service or services that provide additional member
verification.
Release. Because we are a venue, in the event that you have a dispute
with one or more members, you release ISBX (and our officers, directors, agents,
subsidiaries, joint ventures and employees) from claims, demands and damages
(actual and consequential) of every kind and nature, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising out of or in any
way connected with such disputes. If you are a California resident, you waive
California Civil Code ยง1542, which says: "A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor."
Information Control. We do not control the information provided by other
members that is made available through our website. You may find other member's
information to be offensive, harmful, inaccurate, or deceptive. Please use
caution, common sense, and practice safe trading when using our website. Please
note that there are also risks of dealing with underage persons or people acting
under false pretense. Additionally, there may also be risks dealing with
international trade and foreign nationals. By using our website, you agree to
accept such risks and ISBX is not responsible for the acts or omissions of
members on our website.
Bidding and Buying
As a buyer, you are obligated
to complete the transaction with the seller:
if you purchase a service through one of our fixed price formats; or
if you are the highest bidder at the end of an auction (meeting the
applicable minimum bid or reserve requirements) and your bid is accepted by the
seller.
By bidding on a service you agree to be bound by the conditions of sale
included in the service's description so long as those conditions of sale are
not in violation of this Agreement or unlawful. Bids are not retractable except
in exceptional circumstances, such as: when the seller materially changes the
item's description after you bid; a clear typographical error is made; you
cannot authenticate the seller's identity; or when the seller does not confirm
your purchase.
Listing and Selling
Listing Description. You must
be legally able to sell the service(s) you list for sale on our website. You
must describe your service and all terms of sale on the listing page of our
website. Your listings may only include text descriptions, graphics, pictures
and other content relevant to the sale of that item. All listed services must be
listed in an appropriate category. All services in multiple item listings must
be identical.
Binding Bids. If you receive at least one bid at or above your stated
minimum price (or in the case of reserve auctions, at or above the reserve
price), you are obligated as the seller to complete the transaction with the
highest bidder upon the auction's completion, unless there is an exceptional
circumstance, such as: (a) the buyer fails to meet the terms of your listing
(such as payment method), or (b) you cannot authenticate the buyer's identity.
Fraud. Without limiting any other remedies, ISBX may suspend or terminate
your account if we suspect that you (by conviction, settlement, insurance or
escrow investigation, or otherwise) have engaged in fraudulent activity in
connection with our website.
Manipulation. Neither you, bidders nor sellers may manipulate the price
of any item nor may you interfere with other member's listings or transactions.
Your Information
Definition. "Your
Information" is defined as any information you provide to us or other members in
the registration, bidding or listing process, in any public message area or
through any email. You are solely responsible for Your Information, and we act
as a passive conduit for your online distribution and publication of Your
Information.
Restricted Activities. Your Information (or any items listed) and your
activities on our website shall not: (a) be false, inaccurate or misleading; (b)
be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe
any third party's copyright, patent, trademark, trade secret or other
proprietary rights or rights of publicity or privacy; (d) violate any law,
statute, ordinance or regulation (including, but not limited to, those governing
export control, consumer protection, unfair competition, anti-discrimination or
false advertising); (e) contain any viruses, Trojan horses, worms, time bombs,
cancelbots, easter eggs or other computer programming routines that may damage,
detrimentally interfere with, surreptitiously intercept or expropriate any
system, data or personal information; (f) create liability for us or cause us to
lose (in whole or in part) the services of our ISPs or other suppliers; and (g)
link directly or indirectly to or include descriptions of goods or services
that: (aa) are prohibited under this Agreement; (bb) are identical to other
items you have up for auction but are priced lower than your item's reserve or
minimum bid amount; (cc) are concurrently listed for sale on a web site other
than ISBX's; or (dd) you do not have a right to link to or include. Furthermore,
you may not list any service on our website (or consummate any transaction that
was initiated using our service) that, by paying to us the final value fee,
could cause us to violate any applicable law, statute, ordinance or
regulation.
License. Solely to enable ISBX to use the information you supply us with,
so that we are not violating any rights you might have in that information, you
agree to grant us a non-exclusive, worldwide, perpetual, irrevocable,
royalty-free, sub-licensable (through multiple tiers) right to exercise the
copyright, publicity, and database rights (but no other rights) you have in Your
Information, in any media now known or not currently known, with respect to Your
Information. ISBX will only use Your Information in accordance with our Privacy
Policy.
Access and Interference
Much of the information on
our website is updated on a real time basis and is proprietary or is licensed to
ISBX by our members or third parties. You agree that you will not use any robot,
spider, scraper or other automated means to access our website for any purpose
without our express written permission. Additionally, you agree that you will
not: (i) take any action that imposes, or may impose in our sole discretion an
unreasonable or disproportionately large load on our infrastructure; (ii) copy,
reproduce, modify, create derivative works from, distribute or publicly display
any content (except for Your Information) from our website without the prior
expressed written permission of ISBX and the appropriate third party, as
applicable; (iii) interfere or attempt to interfere with the proper working of
our website or any activities conducted on our website; or (iv) bypass any
measures we may use to prevent or restrict access to our website.
Rating
Integrity. You may not take any
actions that may undermine the integrity of the rating system. We may limit the
number of bids and listings you may place on our website based upon the level of
your rating. Your membership may be suspended at anytime.
Export. You acknowledge that your rating consists of comments left by
other members and a composite rating number compiled by ISBX, and that the
composite number without the comments does not convey your full member profile.
Because ratings are not designed for any purpose other than for facilitating
trading between ISBX members, you agree that you shall not market or export your
ISBX rating in any venue other than at our website.
Import. We do not provide you the technical ability to import rating from
sources outside our website, because it does not reflect your true online
reputation within our community.
BreachWithout limiting other remedies, we may
limit your activity, immediately remove your bids or service listings, warn our
members of your actions, issue a warning, temporarily suspend, indefinitely
suspend or terminate your membership and refuse to provide our services to you
if: (a) you breach this Agreement or the documents it incorporates by reference;
(b) we are unable to verify or authenticate any information you provide to us;
or (c) we believe that your actions may cause financial loss or legal liability
for you, our members or ISBX.
Privacy
We do not sell or rent your personal
information to third parties for their marketing purposes without your explicit
consent and we only use your information as described in the Privacy Policy. We
understand clearly that you and your information is one of our most important
assets. We store and process your information on computers located in the United
States that are protected by physical as well as technological security devices.
We use third parties to verify and certify our privacy principles. If you object
to your Information being transferred or used in this way please do not use our
services.
No WarrantyWe, our officers, directors, employees
and our suppliers provide our website and services "as-is" and without any
warranty or condition, express, implied or statutory. We, our officers,
directors, employees and our suppliers specifically disclaim any implied
warranties of title, merchantability, fitness for a particular purpose and
non-infringement. Some states do not allow the disclaimer of implied warranties,
so the foregoing disclaimer may not apply to you. This warranty gives you
specific legal rights and you may also have other legal rights that vary from
state to state.
Liability LimitIn no event shall we, our
officers, directors, employees or our suppliers be liable for lost profits or
any special, incidental or consequential damages arising out of our in
connection with our website, our services or this agreement (however arising,
including negligence).
Our liability, and the liability of our officers, directors, employees, and
suppliers, to you or any third parties in any circumstance is limited to the
greater of (a) the amount of fees you pay to us in the 12 months prior to the
action giving rise to liability, and (b) $100. Some states do not allow the
exclusion or limitation of incidental or consequential damages, so the above
limitation or exclusion may not apply to you.
IndemnityYou agree to indemnify and hold us and
(as applicable) our parent, affiliates, officers, directors, agents, and
employees, harmless from any claim or demand, including reasonable attorneys'
fees, made by any third party due to or arising out of your breach of this
Agreement or the documents it incorporates by reference, or your violation of
any law or the rights of a third party.
Legal ComplianceYou shall comply with all
applicable domestic and international laws, statutes, ordinances and regulations
regarding your use of our service and your bidding on, listing, purchase,
solicitation of offers to purchase, and sale of services.
No AgencyYou and ISBX are independent
contractors, and no agency, partnership, joint venture, employee-employer or
franchiser-franchisee relationship is intended or created by this Agreement.
NoticesExcept as explicitly stated otherwise, any
notices shall be given by postal mail to ISBX Attn: Legal 1875 Century Park East,
6th Floor, Los Angeles, CA 90067 or to the email address you provide to ISBX
during the member registration process. Notice shall be deemed given 24 hours
after email is sent, unless the sending party is notified that the email address
is invalid. Alternatively, we may give you notice by certified mail, postage
prepaid and return receipt requested, to the address provided to ISBX during the
member registration process. In such case, notice shall be deemed given 3 days
after the date of mailing.
Resolution of Disputes
In the event a dispute arises between you and ISBX, our goal is to provide
you with a neutral and cost effective means of resolving the dispute quickly.
Accordingly, you and ISBX agree that any claim or controversy at law or equity
that arises out of this Agreement or our services ("Claims") shall be resolved
in accordance with one of the subsections below or as otherwise mutually agreed
upon in writing by the parties. Before resorting to these alternatives, we
strongly encourage you to first contact us directly to seek a resolution and we
will consider reasonable requests to resolve the dispute through alternative
dispute resolution procedures, such as mediation, as an alternative to
litigation.
Binding Arbitration. For any Claim (excluding Claims for injunctive or
other equitable relief) where the total amount of the award sought is less than
$5,000, you or ISBX may elect to resolve the dispute through binding
arbitration conducted by telephone, on-line and/or based solely upon written
submissions where no in-person appearance is required. In such cases, the
arbitration shall be administered by an ADR provider mutually agreed upon by the
parties. Any judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof.
Court. Alternatively, any Claim may be adjudicated by a court of
competent jurisdiction located in Los Angeles County, California or where the
defendant is located (in our case Los Angeles, California, and in your case your
home address or principal place of business). You and ISBX agree to submit to
the personal jurisdiction of the courts located within the county of Los
Angeles, California.
Alternative Dispute Resolution. Alternatively, ISBX will consider
use of other alternative forms of dispute resolution, such as binding
arbitration to be held in Los Angeles County, California or another location
mutually agreed upon by the parties.
All Claims (excluding requests for
injunctive or equitable relief) between the parties must be resolved using the
dispute resolution mechanism that is selected in accordance with this section by
the first party to file a Claim. Should either party file an action contrary to
this section, the other party may recover attorneys' fees and costs up to $1000,
provided that the party seeking the award has notified the other party in
writing of the improperly filed Claim, and the other party has failed to
withdraw the Claim.
GeneralThis Agreement shall be governed in all
respects by the laws of the State of California as such laws are applied to
agreements entered into and to be performed entirely within California between
California residents. We do not guarantee continuous, uninterrupted or secure
access to our services, and operation of our website may be interfered with by
numerous factors outside of our control. 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. You agree that this Agreement and all
incorporated agreements may be automatically assigned by ISBX in accordance with
the "Notices" section, in our sole discretion, Headings are for reference
purposes only and in no way define, limit, construe or describe the scope or
extent of such section. Our failure to act with respect to a breach by you or
others does not waive our right to act with respect to subsequent or similar
breaches. This Agreement sets forth the entire understanding and agreement
between us with respect to the subject matter hereof. "Fees and Services"
section with respect to fees owed for our services, "Release" section, "License"
section, "Access and Interference" section, "Liability Limit" section,
"Indemnity" section and "Resolution of Disputes" section shall survive any
termination or expiration of this Agreement.
DisclosuresThe services hereunder are offered by
ISBX, Inc., located at 1440 Veteran Ave., Suite 326, Los Angeles, CA 90024. You
may have this same information emailed to you by sending a letter to the
foregoing address with your email address and a request for this information.
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