Terms of Service

Last Updated Date: November 18, 2025

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Welcome and thank you for your interest in TradeEngage, Inc. (“TradeEngage,” “we,” “us,” or “our”). This Terms of Use Agreement (“Terms of Use,” and together with any applicable Supplemental Terms (as defined in Section 1.1(b) (Supplemental Terms)), the “User Agreement”) describes the terms and conditions that apply to your use of: (1) the website located at https://www.tradeengage.com/ and its subdomains (the “Website”); (2) any mobile application(s) that we offer subject to these Terms of Use (each, an “Application”), and (3) the products, services, content, and other resources available on or enabled via our Website and Application, including the services described in Section 1.1(a) (collectively, the “Service”).

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If you are a Service Provider or an Authorized User (as each terms are defined in Section 1.1 below) that uses the Service pursuant to a separate enterprise services agreement between you (“Enterprise”) and TradeEngage (an “Enterprise Agreement”), then your access to any such Service is subject to the terms of such Enterprise Agreement as well as this User Agreement, and in the event of a conflict between the terms of this User Agreement and the terms of the Enterprise Agreement, the terms of the Enterprise Agreement shall prevail to the extent of such conflict.

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Please read this User Agreement carefully. This User Agreement governs the use of the Service and applies to: (1) Service Providers (including Authorized Users); (2) Customers (as defined in Section 1.1 below); and (3) all other users that register on the Service, are provisioned an Account (as defined in Section 2.1 below) or otherwise visit or access the Service (collectively, the “Users”).

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BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS USER AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, SIGNING AN ENTERPRISE AGREEMENT THAT INCORPORATES THIS USER AGREEMENT, OR COMPLETING THE ACCOUNT REGISTRATION PROCESS, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS USER AGREEMENT; (2) YOU ARE OF LEGAL AGE AND STATUS TO FORM A BINDING CONTRACT WITH TRADEENGAGE; (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS USER AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS USER AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS USER AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THIS USER AGREEMENT OR IF YOU ARE NOT OF LEGAL AGE OR STATUS TO FORM A BINDING CONTRACT WITH TRADEENGAGE, YOU MAY NOT ACCESS OR USE THE SERVICE.

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Autorenewal

If you subscribe to any feature or functionality of the Service for a term (the “Initial Term”), then your Subscription (as defined in Section 9.2 below) will be automatically renewed for additional periods (each, a “Renewal Term”) of the same duration as the Initial Term at TradeEngage’s then-current Fee (as defined in Section 9.1 below) for such features and functionality unless you decline to renew your Subscription in accordance with Section 9.2(a) (Automatic Renewal) below.

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Arbitration

Section 188 (Arbitration Agreement) contains provisions that govern how to resolve disputes between you and TradeEngage. Among other things, Section 188 (Arbitration Agreement) includes an agreement to arbitrate that requires, with limited exceptions, that all disputes between you and us shall be resolved by binding and final arbitration. Section 188 also contains a class action and jury trial waiver. Please read Section 188 (Arbitration Agreement) carefully. Unless you opt out of the Arbitration Agreement (as defined in Section 188) within thirty (30) days in accordance with Section 18.88 (30-day right to opt out): (1) you will only be permitted to pursue disputes or claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you waive your right to participate in a class action lawsuit or class-wide arbitration; and (2) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.

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User Agreement Changes

The User Agreement is subject to change by TradeEngage in its sole discretion at any time as set forth in Section 19.88 (User Agreement Updates).

  1. USE OF THE SERVICE. The Service, and the information and content available on the Service, are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and TradeEngage, your right to access and use the Service, in whole or in part, is subject to this User Agreement.
    1. Our Service Connects Service Providers and Customers. TradeEngage provides a marketplace and cross-promotion platform for the service provider, technician, and trades ecosystem. 
      1. Cross-Promotion Platform. The Service is primarily focused on facilitating introductions and cross-promotions among entities that offer and provide certain tradesperson services (“Service Providers”), including franchisees, employees, contractors, and agents designated or invited by Service Providers to access and use the Service pursuant to this User Agreement (“Authorized Users”). The Service also allows recipients of services from Service Providers (“Customers”) to receive offers for, accept and track the services provided by Service Providers (such services, “Jobs”). Accordingly, the Service facilitates introductions between Service Providers and between Service Providers and Customers. TradeEngage has no control over, and does not guarantee, the existence, quality, safety, or legality of services or conduct of any User, such as any Jobs offered or cross-promoted on the Service; the truth or accuracy of any Users’ content; the ability for Service Providers to provide Cross-Promotions (as defined in Section 10.1 below), Jobs and other services; or the ability for Customers to pay for Jobs or other services. 
      2. We are not a Party to User Transactions. Because our Service serves as a venue, we are not a party to any contracts or transactions between Service Providers with respect to any cross-promotion agreements, nor are we a party to any contracts between Service Providers, Authorized Users, and Customers with respect to any Job or provision of service. TradeEngage does not offer nor provide the services listed by Service Providers on the Service. While we may display pricing information and cross-promotion payment terms of Service Providers and recommendations of other Service Providers you may be interested in connecting with, such features are for informational purposes only. You understand and agree that TradeEngage does not represent, warrant, endorse, review, or otherwise approve of other Users on the Service. We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any services provided by other Users, or of the integrity, responsibility, or any actions of any Users. Although we may choose in our discretion to conduct limited verification processes for certain Users, you understand and agree that our process is based on the information provided to us by such User, and we cannot confirm that all information provided to us is accurate and each User is who they claim to be. Outside of the limited verification stated in the foregoing sentence, you understand that we do not inquire into the backgrounds of our Users or attempt to verify the statements of our Users. TradeEngage makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions or with respect to any User.
    2. Authorized Users. Authorized Users may have certain administrative capacities, as designated by the applicable Service Provider through the Service. If you are a Service Provider, you acknowledge and agree that you are directly responsible for the actions and omissions of your Authorized Users, whether or not such actions or omissions have been directed or authorized by you. In addition, if you are an Authorized User, you acknowledge that you are responsible to TradeEngage for your compliance with this User Agreement.
    3. Enterprise Affiliation. If you use the Service in connection with or subject to your relationship with an Enterprise, then (a) if you have questions about using any Service you should direct them to such Enterprise, and (b) such Enterprise may revoke or modify your access to the Service at any time. You further acknowledge and agree that any additional features you purchase or opt-in to on the Service directly with TradeEngage separate from your relationship with the Enterprise is solely between you and TradeEngage, and you are solely liable for any fees associated with such features, and this User Agreement governs your access or use of such features. 
    4. Supplemental Terms. Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms either will be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service. 
    5. TradeEngage Software. Use of any software and associated documentation that is made available via the Service (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will TradeEngage provide you with any tangible copy of our Software. TradeEngage shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation. For the purposes of this section tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the User Agreement and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. If no license agreement accompanies use of the Software, use of the Software will be governed by the User Agreement. Subject to your compliance with the User Agreement, TradeEngage grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Service in the manner permitted by the User Agreement. Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.
    6. Updates. You understand that the Service is evolving. You acknowledge and agree that TradeEngage may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this User Agreement.
    7. Text Message Service. TradeEngage may offer one or more mobile message programs (collectively, the “Message Service”) that allows Users to receive SMS/MMS mobile messages by opting-in such as through online or application-based enrollment forms. Regardless of the opt-in method you use to enroll, you agree that your use of the Message Service is governed by this User Agreement. We do not charge for the Message Service, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your Account when you text us or we send messages to you. Message and data rates may apply. By enrolling a telephone number in the Message Service, you authorize us to send recurring SMS and MMS mobile messages to the number you specify, and you represent that you are authorized to receive mobile messages at such number. The messages sent through the Message Service may include. You agree that these messages may be transmitted using an automatic telephone dialing system (“ATDS”), other automated systems for the selection or dialing of telephone numbers, or different technology. Your consent to receive mobile messages via an ATDS or other automated system for the selection or dialing of numbers is not required (directly or indirectly) as a condition of purchasing any services. While you consent to receive messages sent using an ATDS, the foregoing shall not be interpreted to suggest or imply that any or all of our messages are sent using such a system. Message frequency varies. If you do not wish to continue participating in a Message Service program we offer, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message you receive from that program to opt out. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agree that that we and our service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those keyword commands set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out. To the extent you subscribe to more than one Message Service program that we operate, you must unsubscribe from each program separately. For Message Service support or assistance, text the HELP keyword in response to any message you receive through the Message Service or email us at support@tradeengage.com. Please note that the use of this email address is not an acceptable method of opting out of Message Service. Opt outs must be submitted in accordance with the procedures set forth above. We may change any short code or telephone number we use to operate the Message Service at any time with notice to you. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we are not responsible for honoring requests made in such messages. The Message Service may not be available in all areas or supported by all carriers or all devices. Check with your carrier for details. Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of our control. We and the wireless carriers supported by the Message Service are not liable for any failed, delayed or undelivered messages. If you decide to change your mobile phone number, you agree to first opt out of each Message Service program in which your number is enrolled. For clarity, you acknowledge and agree that any disputes between you and us related to the Message Service will be governed by Section 18 (Arbitration Agreement). IF YOU ARE A SERVICE PROVIDER REGISTERING A CUSTOMER FOR THE MESSAGE SERVICE, YOU REPRESENT AND WARRANTY THAT YOU HAVE RECEIVED THE CUSTOMER’S CONSENT TO ENROLL THE CUSTOMER IN THE MESSAGE SERVICE. 
  2. REGISTRATION; CONNECTING THIRD-PARTY ACCOUNTS.
    1. Registering Your Account. In order to access certain features of the Service, you may be required to register an account on the Service (“Account”). In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) (if you are a natural person,) at least eighteen (18) years old; (ii) of legal age or corporate status to form a binding contract; and (iii) not a person barred from using the Service under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to (y) notify TradeEngage immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or TradeEngage has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, TradeEngage has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. TradeEngage reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by TradeEngage, or if you have been previously banned from any of the Service.
    2. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and insure the benefit of TradeEngage. Furthermore, you are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify TradeEngage immediately of any unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. TradeEngage reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by TradeEngage or if you have been previously banned from any part of the Service.
    3. Enterprise Accounts. You may be able to access the Service through an Account linked to, created, or maintained by your Enterprise. Your Enterprise may have access to your User Content (as defined in Section 3.1 below) and the enterprise-related features of your Account, including the ability to terminate such features, or your access to or use of them. TradeEngage is not responsible for actions of your Enterprise with respect to your Account in such cases. If you are using the Service through an Enterprise account, you must, and you warrant that you will, comply with (i) this User Agreement (ii) any Enterprise Agreement between TradeEngage and your Enterprise, and (iii) your Enterprise’s policies related to use of the Service, including, without limitation, applicable user account, social media, and confidentiality policies (the “Enterprise Policies”). You acknowledge and agree that this User Agreement is incorporated into the Enterprise Policies and/or any Enterprise Agreement to which you are bound, and the terms of that Enterprise Agreement prevail in the event of conflict with this User Agreement. 
    4. Connecting Third-Party Accounts. The Service may allow you to link your Account with your account on a third-party service (“Third-Party Account”), as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to grant TradeEngage access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) and the Content contained therein without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating TradeEngage to pay any fees or making TradeEngage subject to any usage limitations imposed by such third-party service providers. By granting TradeEngage access to any Third-Party Account, you understand that TradeEngage may (subject to any settings that may be available to you) access, make available, and store (if applicable) any information, data, text, and other materials that you have provided to and stored in your Third-Party Account (“Outside Content”) so that it is available on and through the Service via your Account (for example, if you are a Service Provider, your financial and accounting data). Unless otherwise specified in this User Agreement, all Outside Content is considered to be “Your Content” (as defined in Section 3.1 (Types of Content)) for all purposes of this User Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or TradeEngage’s access to such Third-Party Account is terminated by the third-party service provider, then Outside Content may not continue to be available on and through the Service. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” page of your Account. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND TRADEENGAGE DISCLAIMS ANY LIABILITY FOR SUCH THIRD-PARTY ACCOUNTS OR ANY OUTSIDE CONTENT MADE AVAILABLE THROUGH SUCH THIRD-PARTY ACCOUNTS, INCLUDING WITH RESPECT TO ANY PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. TRADEENGAGE MAKES NO EFFORT TO REVIEW ANY OUTSIDE CONTENT FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO, FOR ACCURACY, LEGALITY, OR NONINFRINGEMENT.
    5. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Service, including but not limited to, a mobile device that is suitable to connect with and use the Service, in cases where the Service offers a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
  3. RESPONSIBILITY FOR CONTENT; USER INTERACTIONS.
    1. Types of Content. You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials accessible through the Service (collectively, “Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not TradeEngage, are entirely responsible for all Content that you upload, post, email, transmit, or otherwise make available through the Service (“Your Content”), and that other Users of the Service, and not TradeEngage, are similarly responsible for all Content that they make available through the Service (“User Content”). TradeEngage does not approve or endorse, or make any representations or warranties with respect to, User Content, and you use such User Content at your own risk. You represent and warrant that you have all necessary rights and permissions to upload Your Content to the Service, including permission from Customers for any information submitted to the Service that is gathered from such Customers. 
    2. Storage; Access to Your Content. Unless expressly agreed to by TradeEngage in writing elsewhere, TradeEngage has no obligation to store any of Your Content. TradeEngage has no responsibility or liability for the deletion of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting. You agree that TradeEngage retains the right to create reasonable limits on TradeEngage’s use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by TradeEngage in its sole discretion.
    3. User Interactions. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you do not know. You understand that you assume the risks of such interactions, and you are solely responsible for such interactions with other Users of the Service; provided, however, that TradeEngage reserves the right, but has no obligation, to intercede in any disputes between you and any other User. You agree that TradeEngage will not be responsible for any liability incurred as the result of your interactions with other Users. NEITHER TRADEENGAGE NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. TRADEENGAGE AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE.
  4. OWNERSHIP.
    1. The Service. Except with respect to Your Content and User Content, you agree that TradeEngage and its suppliers or licensors own all right, title, and interest in the Service (including but not limited to, any computer code, themes, objects, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and TradeEngage software). You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Service.
    2. Trademarks. “TradeEngage,” and all related stylizations, graphics, logos, service marks, and trade names used on or with the Service are the trademarks of TradeEngage and may not be used without permission in connection with your, or any third party’s, products or services. Other trademarks, service marks, and trade names that may appear on or in the Service are the property of their respective owners.
    3. Your Content. TradeEngage does not claim ownership of Your Content. However, when you make available Your Content on or to the Service, you represent and warrant that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 4.4 (License to Your Content). For clarity, TradeEngage owns the Aggregated Data, as defined in Section 4.4. To the extent an Enterprise Agreement has been duly executed by your Enterprise, TradeEngage’s collection, use, and processing of Content obtained in connection with your use of the pursuant to your relationship with an Enterprise may be governed by such Enterprise Agreement. 
    4. License to Your Content. Subject to any applicable Account settings that we may make available from time to time and that you select, you grant TradeEngage a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display, and otherwise exploit Your Content (in whole or in part) for the purposes of (a) operating, providing, and improving the Service for you and other Users and for any other lawful business purpose; (b) creating aggregated, deidentified, or anonymized data from Your Content (“Aggregated Data”) and use such Aggregated Data for any lawful business purpose; and (c) collecting, accessing, processing, and analyzing log and other performance data related to the Service and related systems technologies and use such data to troubleshoot, improve, and enhance the Service, and for other development, diagnostic, security, and corrective purposes. Please remember that other Users may be able to search for, see, use, modify, and/or reproduce any of Your Content that you submit to any area of the Service that is accessible by other Users.
    5. Username. If you are prompted to create a username during Account creation, then notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit TradeEngage to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media, or technology now known or later developed in connection with Your Content.
    6. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to TradeEngage through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that TradeEngage has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to TradeEngage a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or TradeEngage’s business.
  5. USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this User Agreement or by applicable law. You shall not (and shall not permit any third party) to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Service or any portion of the Service; (b) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout, or form); (c) use any metatags or other “hidden text” using TradeEngage’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (g) impersonate any person or entity, including any employee or representative of TradeEngage; or (h) interfere with or attempt to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this User Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Service by any other User, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service. Further, you shall not (and shall not permit any third party to) take any action or make available any Content on or through the Service that: (aa) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (bb) constitutes unauthorized or unsolicited advertising, junk, or bulk email; (cc) contains nudity, violence, sexually explicit, or offensive subject matter, as determined by TradeEngage in its sole discretion; (dd) contains the likeness of another person without that person’s permission; (ee) you do not have permission to share, such as content that belongs to a third party and information related to Customers submitted without their permission; or (ff) otherwise violates our Community Guidelines available at www.tradeengage.com. The rights granted to you in this User Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses or any right to access the Service granted by TradeEngage pursuant to this User Agreement.
  6. INVESTIGATIONS, MONITORING, AND NO OBLIGATION TO PRE-SCREEN CONTENT. TradeEngage may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. 
    Without limiting the foregoing, TradeEngage reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this User Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Service or the public, or could create liability for TradeEngage; (c) disclose your identity or other information about you to any third party that claims that material posted by you violates such third party’s rights, including such third party’s intellectual property rights or right to privacy; and/or (d) take appropriate legal action, including without limitation, refer to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if TradeEngage otherwise believes that criminal activity has occurred. Upon determination of any possible violations by you of any provision of this User Agreement, TradeEngage may at its sole discretion immediately terminate your license to use the Service or change, alter, or remove Your Content, in whole or in part, without prior notice to you.
  1. LINKED THIRD-PARTY SERVICE. The Service may contain links to websites, applications, and advertisements made available by third parties (collectively, the “Linked Third-Party Services”). When you click on a link to a Linked Third-Party Service, we will not warn you that you have left the Service, and you may be subject to the terms and conditions (including privacy policies) of another website or destination. Such Linked Third-Party Services are not under the control of TradeEngage. TradeEngage is not responsible for any Linked Third-Party Services. TradeEngage provides these Linked Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Linked Third-Party Services or any product or service provided in connection therewith. You use all links in Linked Third-Party Services at your own risk. When you leave our Service, this User Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Linked Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. 
  2. INTERACTIONS WITH OTHER USERS.
    1. User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that TradeEngage reserves the right, but has no obligation, to intercede in any disputes between or among Users. You agree that TradeEngage will not be responsible for any liability incurred as the result of such interactions.
    2. Content Provided by Other Users. The Service may contain User Content provided by other Users. TradeEngage is not responsible for and does not control User Content. TradeEngage does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
    3. Subverting the Service. It is a material breach of this User Agreement to cross-promote Jobs to, or to make Cross-Promotion Payments (as defined in Section 10.2 below) to, Service Providers outside the context of the Service for the purposes of circumventing the obligation to pay TradeEngage’s fee for Cross-Promotions or services purchased through the Service.
  3. FEES AND PAYMENT POLICY.
    1. Payments for Services. The fees that TradeEngage charges for using the Service are listed on our Platform Fees page, which is accessible at https://app.tradeengage.com/company/payments  (“Fee(s)”). We may change our Fees from time to time by posting the changes on the Service. The new Fee(s) will apply to purchases on the Service after the changes are posted to the Service. All payments made by Users to TradeEngage through the Service are processed by TradeEngage and its third-party payment services providers (“Payment Processors”). TradeEngage currently uses Stripe, Inc. and its affiliates as its Payment Processor for payment services (e.g., card acceptance, merchant settlement, and related services). TradeEngage may replace any of its Payment Processors without notice to you. By making use of some or all of the payment services on the Service, you agree to be bound by TradeEngage’s policies and the Payment Processor’s policies, user agreements, terms and conditions. Stripe’s terms and conditions are available at https://stripe.com/ssa, and its Privacy Policy is available at https://stripe.com/us/privacy.You hereby consent and authorize TradeEngage to share any information and payment instructions provided to TradeEngage with the applicable Payment Processor(s) to the extent required to provide the payment services to or from you and complete the applicable transactions. 
    2. Subscriptions. Parts of the Service offered may be provided to certain Users on a time-limited basis (a “Subscription”). The Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. TradeEngage reserves the right to change the timing of our billing. TradeEngage reserves the right to change the Subscription pricing at any time in accordance with Section 19.88 (User Agreement Updates). If changes to the Subscription price occur that impact your Subscription, TradeEngage will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 9.2(a)(i) (Cancelling Subscriptions Purchased via TradeEngage). TradeEngage is not obligated to provide the Subscription service to you until TradeEngage accepts your order by a confirmatory email, SMS/MMS message, or other appropriate means of communication.
      1. Automatic Renewal. IF YOU ELECT TO PURCHASE A SUBSCRIPTION, YOUR SUBSCRIPTION WILL CONTINUE AND AUTOMATICALLY RENEW ON THE COMMENCEMENT OF EACH APPLICABLE RENEWAL TERM(S) (EACH, A “RENEWAL COMMENCEMENT DATE”) AT TRADEENGAGE’S THEN-CURRENT PRICE FOR SUCH SUBSCRIPTION UNTIL TERMINATED IN ACCORDANCE WITH THIS USER AGREEMENT. The frequency at which your Subscription renews (i.e., weekly, monthly, annually, etc.) and will be designated at the time that you sign up for the Subscription. Upon renewal of your Subscription, if TradeEngage does not receive payment, (i) you shall pay all amounts due on your Account upon demand; and/or (ii) you agree that TradeEngage may either terminate or suspend your Subscription without notice and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription Service Commencement Date will begin as of the day payment was received).  ‍
        1. Cancelling Subscriptions Purchased via TradeEngage. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must contact TradeEngage at support@tradeengage.com or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. Certain Subscriptions are offered as a twelve (12)‑month commitment that may be billed in monthly installments (an “Annual Plan”). By selecting an Annual Plan, you agree to a fixed, non‑cancelable commitment to pay the Annual Subscription Fee for the entire twelve (12)‑month term (the “Annual Term”), regardless of your payment schedule. For clarity, monthly billing is a payment option only; it does not make the Annual Plan a month‑to‑month agreement. You may cancel an Annual Plan at any time, but cancellation before the end of the Annual Term does not relieve you of your obligation to pay the full Annual Subscription Fee. Upon such cancellation (or any suspension or termination by TradeEngage for non‑payment or breach), the unpaid balance of the Annual Subscription Fee for the remainder of the Annual Term will become immediately due and payable (the “Accelerated Balance”). You authorize TradeEngage (or its Payment Processor) to store your payment method(s) on file and to automatically charge (i) each monthly installment when due, and (ii) the Accelerated Balance (together with any other amounts then due) to any payment method associated with your Account, including any card or account updated or replaced by your issuer or the card networks. You agree to maintain at least one valid payment method on file until all amounts owed under the Annual Plan are paid in full, and you consent to our making multiple charge attempts and in varying amounts up to the total due.‍
        2. Effect of Cancellation Annual Plans are non‑cancelable and non‑refundable. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period. If you purchased an Annual Plan billed monthly, cancellation before the end of the Annual Term does not relieve you of the obligation to pay the Annual Subscription Fee for the remainder of the Annual Term; the remaining balance will be accelerated and charged to your payment method on file as described in Section 9.‍
      2. Upgrades and Downgrades. If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this User Agreement. In any future Renewal Term, the Fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Service as available, and TradeEngage does not accept any liability for such loss.
  1. Refunds. TradeEngage has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by TradeEngage, in each case at TradeEngage's sole discretion. Annual Plans are non‑cancelable and non‑refundable, except as expressly stated in this User Agreement. You waive any right of set‑off or deduction with respect to fees owed under an Annual Plan.
  2. Taxes. The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this User Agreement. If TradeEngage determines it has a legal obligation to collect Sales Tax from you in connection with this User Agreement, TradeEngage shall collect such Sales Tax in addition to the Fees. If any services or products, or payments for any services or products, under this User Agreement, are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to TradeEngage, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify TradeEngage for any liability or expense TradeEngage may incur in connection with such Sales Taxes. Upon TradeEngage’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
  3. Withholding Taxes. You shall make all payments of Fees to TradeEngage free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to TradeEngage shall be your sole responsibility, and you shall provide TradeEngage with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
  1. CROSS-PROMOTION ON MARKETPLACE; CROSS-PROMOTION PAYMENTS.
    1. Cross-Promotion Process. Through the Service, Service Providers may make available cross-promotions of Jobs or Customers to other Service Providers (each a “Cross-Promotion”), which sometimes may result in a cross-promotion payment (“Cross-Promotion Payment”). In order for a Service Provider (“Promoting Provider”) to cross-promote a Job or Customer to any other Service Provider (“Receiving Provider”), the Promoting Provider and the Receiving Provider have agreed through the Service to receive Cross-Promotions from each other through the Service, including the following minimum terms: (1) the types of Jobs or locations of Customers that the Receiving Provider is willing to receive Cross-Promotions and (2) the Cross-Promotion Payment that shall be payable upon a successful Cross-Promotion.
    2. Cross-Promotion Payments. Cross-Promotion Payments are payable directly by the Receiving Provider to the Promoting Provider and its Authorized Users, and shall be paid through the Service in accordance with TradeEngage’s Cross-Promotion Payments Policy, which is accessible at www.tradeengage.com which TradeEngage may update at any time (such payments, “Cross-Promotion Payments”). All Cross-Promotion Payments must be made through the Service. As a Promoting Provider, you agree to be bound by the Payment Processor’s policies, user agreements, terms and conditions as set forth above in Section 9.1, and further agree to the Stripe Connect terms available at https://stripe.com/legal/connect. TradeEngage deducts a processing fee from the Cross-Promotion Payment paid by the Receiving Provider to the Promoting Provider. You understand and agree that TradeEngage itself does not process the transmission of funds and thus it is not a separate and discrete service that TradeEngage provides in addition to the Service. We may change our processing fees from time to time by posting the changes on the Service. TradeEngage or its Payment Processor will charge the authorized payment method the Receiving Provider specifies at the time of establishing an Account. You agree to provide accurate and complete information in order for TradeEngage or Payment Processor to receive, process, and disburse payments made through the Service. 
    3. Additional Onboarding Information. TradeEngage reserves the right, but has no obligation, to request additional information from Users to verify your identity in order to comply with laws and regulations governing payments, safeguard the integrity of the Service, and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that TradeEngage may request, or seek to confirm, may include your full legal name, mailing address, phone number, date of birth, and a form of government-issued identification. 
    4. Appointment of TradeEngage as Limited Payments Agent. To the extent applicable, Promoting Provider hereby appoints TradeEngage as its limited payments agent for the sole purpose of receiving, holding, and settling Cross-Promotion Payments to Promoting Provider. TradeEngage, through its Payment Processor, will facilitate settlement of payments that are actually or constructively received by TradeEngage to the Promoting Provider, less any amounts owed to TradeEngage, including fees and other obligations, as set forth in this User Agreement. Promoting Provider agrees that a payment actually or constructively received by TradeEngage, on behalf of Promoting Provider, satisfies the Receiving Provider’s obligation to make payment to Promoting Provider for the Cross-Promotion Payment, regardless of whether TradeEngage or the Payment Processor actually settles such payment to Promoting Provider. If TradeEngage does not settle any such payments as described in this User Agreement to Promoting Provider, Promoting Provider will have recourse only against TradeEngage (or the Payment Processor, as applicable) and not the Receiving Provider, as payment is deemed made by the Receiving Provider to the Promoting Provider upon constructive or actual receipt of funds by TradeEngage. In accepting this appointment as the limited payments agent of Promoting Provider, Promoting Provider agrees that TradeEngage assumes no liability for any acts or omissions of Promoting Provider, and Promoting Provider understands that the obligation of TradeEngage or its Payment Processor to settle funds to Promoting Provider is subject to and conditional upon the Receiving Provider’s actual payment and the terms of this User Agreement. Without limiting the foregoing, nothing in this Section 10.4 shall be construed to modify the limitations on the role of TradeEngage as described in Section 1. 
    5. Disbursement to Promoting Provider. TradeEngage or Payment Processor will disburse funds through the Payment Processor to Promoting Provider to the financial account based on the payout information designated by the Promoting Provider in its Account. If payment is made to Promoting Provider in error, or if Promoting Provider receives funds that Promoting Provider is not otherwise entitled to receive at the time of disbursement, TradeEngage has the right to recoup such amounts from the Promoting Provider, including without limitation by initiating a debit or charge to any account provided by Promoting Provider in connection with the Service. TradeEngage may also offset against funds pending settlement to Promoting Provider any sums due, or reasonably likely to become due, to TradeEngage pursuant to this User Agreement. In some cases, settlement of the Cross-Promotion Payment funds could be temporarily delayed by an issue at TradeEngage, the Payment Processor, or Promoting Provider’s designated financial institution. TradeEngage is not obligated to refund any Fees or reimburse any expenses due to delayed settlements. In addition, Promoting Provider’s designated financial institution’s settlement and account crediting procedures may at times cause delays in the crediting of funds to Promoting Provider’s linked bank account and TradeEngage does not have control over these delays.
  2. INDEMNIFICATION. You shall indemnify and hold TradeEngage, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “TradeEngage Party” and collectively, the “TradeEngage Parties”) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, the Service; (c) your violation of this User Agreement, including any representations or warranties you made herein; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules, or regulations. TradeEngage reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with TradeEngage in asserting any available defenses. This provision does not require you to indemnify any of the TradeEngage Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this User Agreement and/or your access to the Service. 
  3. RELEASE. TradeEngage expressly disclaims any liability that may arise between Users of its Service. The Service is only a venue for connecting Users, and because TradeEngage is not a party to the actual transactions between Users, in the event that you have a dispute with one or more Users, you release the TradeEngage Parties, except to the extent any such TradeEngage Party is a User, from any and all claims, demands, or damages (actual or 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 hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a TradeEngage Party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service provided hereunder.

  1. DISCLAIMER OF WARRANTIES.
    1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE TRADEENGAGE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE. 
      1. THE TRADEENGAGE PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THE CONTENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
      2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
      3. THE SERVICE MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. TRADEENGAGE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICE.
      4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRADEENGAGE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
      5. FROM TIME TO TIME, TRADEENGAGE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TRADEENGAGE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
  1. Assumption of Risk. ANY DECISIONS YOU MAKE ON THE BASIS OF THE SERVICE, INCLUDING ANY CONTENT MADE AVAILABLE THEREIN, ARE MADE SOLELY AT YOUR OWN RISK. YOU UNDERSTAND THAT TRADEENGAGE IS PROVIDING THE SERVICE AND ANY CONTENT THEREIN FOR INFORMATIONAL PURPOSES, AND THAT YOU SHOULD CONDUCT YOUR OWN REVIEW OF THE CONTENT, INCLUDING, SUBJECTING SUCH CONTENT TO HUMAN REVIEW, CONDUCTING ADDITIONAL DILIGENCE, AND GETTING THE INPUT OF COUNSEL. TRADEENGAGE HAS NO RESPONSIBILITY OR LIABILITY ARISING FROM SUCH DECISIONS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
  2. No Liability for Conduct of Other Users or Third Parties. YOU ACKNOWLEDGE AND AGREE THAT TRADEENGAGE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TRADEENGAGE PARTIES LIABLE, FOR THE CONDUCT OF OTHER USERS INCLUDING THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
    1. TRADEENGAGE MAKES NO WARRANTY THAT THE SERVICES OR JOBS PROVIDED BY THIRD PARTIES OR OTHER USERS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TRADEENGAGE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH SERVICES OR JOBS, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.
    2. WE ARE NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN CUSTOMERS AND SERVICE PROVIDERS. WE ARE NOT A PARTY TO ANY AGREEMENT BETWEEN PROMOTING PROVIDERS AND RECEIVING PROVIDERS. WHILE WE MAY IN OUR SOLE DISCRETION HELP FACILITATE THE RESOLUTION OF DISPUTES THROUGH VARIOUS PROGRAMS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF SERVICES ADVERTISED OR CROSS-PROMOTED, THE TRUTH OR ACCURACY OF USERS’ CONTENT OR LISTINGS, THE ABILITY OF SERVICE PROVIDERS TO PROVIDE SERVICES, THE ABILITY OF CUSTOMERS OR SERVICE PROVIDERS TO PAY FOR THE SERVICES OR Cross-Promotions, OR THAT CUSTOMER OR SERVICE PROVIDERS WILL ACTUALLY COMPLETE A TRANSACTION OR JOB.
    3. AS A PART OF THE SERVICE, YOU MAY HAVE ACCESS TO MATERIALS THAT ARE HOSTED BY ANOTHER PARTY. YOU AGREE THAT IT IS IMPOSSIBLE FOR TRADEENGAGE TO MONITOR SUCH MATERIALS AND THAT YOU ACCESS THESE MATERIALS AT YOUR OWN RISK.
  1. LIMITATION OF LIABILITY.
    1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE TRADEENGAGE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY TRADEENGAGE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICE; (b) ANY PRODUCTS, DATA, INFORMATION, OR SERVICE OBTAINED THROUGH THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (e) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY. 
    2. Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TRADEENGAGE PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO TRADEENGAGE BY YOU DURING THE THREE (3)-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (b) $100. 
    3. User Content. EXCEPT FOR TRADEENGAGE’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN TRADEENGAGE’S PRIVACY POLICY, TRADEENGAGE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
    4. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
    5. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRADEENGAGE AND YOU.
  2. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is TradeEngage’s policy to terminate membership privileges of any User who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to TradeEngage by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property right infringement, please provide our designated intellectual property agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (b) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (c) a description of the location on the Service of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for TradeEngage’s designated agent for notice of claims of infringement is as follows: Andrew Fusselbaugh, TradeEngage, Inc., 429 Lenox Ave., Miami Beach, FL 33139.
  3. TERM AND TERMINATION.
    1. Term. The term of this User Agreement commences on the date when you accept this User Agreement (as described in the preamble above) and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this User Agreement. Notwithstanding the foregoing, you hereby acknowledge and agree that the User Agreement commenced on the earlier to occur of (a) the date you first used or accessed the Service, or (b) the date you accepted the User Agreement, and that the User Agreement will remain in full force and effect while you use the Service, unless earlier terminated in accordance with the User Agreement. 
    2. Termination of Service by TradeEngage. If you have materially breached any provision of this User Agreement, or if TradeEngage is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), TradeEngage has the right to, immediately and without notice, suspend or terminate any Service provided to you. TradeEngage reserves the right to terminate this User Agreement or your access to the Service at any time without cause upon notice to you. In the event we exercise this termination right, we will refund you for any pre-paid portion of your unused Subscription. You agree that all terminations for cause are made in TradeEngage’s sole discretion and that TradeEngage shall not be liable to you or any third party for any termination of your Account. If you use the Service in connection with or subject to your relationship with an Enterprise or Service Provider, then upon termination or expiration of the Enterprise Agreement with such Enterprise, TradeEngage has the right to terminate your access and use of the Service. 
    3. Termination by You. If you want to terminate this User Agreement, you may do so by (a) closing your Account for the Service; and (b) ceasing use of the Service. If you are on an Annual Plan billed monthly and you terminate before the end of the Annual Term, you remain responsible for the Annual Subscription Fee for the entire Annual Term and authorize TradeEngage (or its Payment Processor) to charge your payment method on file for any unpaid amounts, including the Accelerated Balance. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND ALL OF THE SUBSCRIPTIONS AS SET FORTH IN SECTION 9.2(a) (AUTOMATIC RENEWAL), WHICH WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 9.2(a) (AUTOMATIC RENEWAL). 
    4. Effect of Termination. Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. TradeEngage will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this User Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, dispute resolution mechanisms, indemnification and limitations of liability. If you purchased an Annual Plan billed monthly, cancellation before the end of the Annual Term does not relieve you of the obligation to pay the Annual Subscription Fee for the remainder of the Annual Term; the remaining balance will be accelerated and charged to your payment method on file as described in Section 9.
    5. No Subsequent Registration. If this User Agreement is terminated for cause by TradeEngage or if your Account or ability to access the Service is discontinued by TradeEngage due to your violation of any portion of this User Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.
  4. US-BASED USERS ONLY. The Service may be accessed from countries around the world and may contain references to parts of the Service that are not available in your country. These references do not imply that TradeEngage intends to announce such Service in your country. The Service is controlled and offered by TradeEngage from its facilities in the United States of America. TradeEngage makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.
  5. ARBITRATION AGREEMENT. 
    1. Arbitration of Disputes. Subject to the terms of this agreement to arbitrate (“Arbitration Agreement”), you and TradeEngage agree that all disputes or claims between you and TradeEngage that arise out of or relate in any way to your use of or access to the Service or the Website, or to this User Agreement, including prior versions of this User Agreement, (each, a “Dispute”) will be resolved by binding arbitration. By entering into this Arbitration Agreement, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of this User Agreement containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
    2. Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and TradeEngage agree to try to first resolve Disputes informally by contacting the other party in writing (the “Notice of Dispute”). If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, you or TradeEngage may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process. You and TradeEngage agree that any Dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.
    3. No Role in Disputes Between Users or With Third Parties. Except where TradeEngage is expressly named as a party to a Dispute, TradeEngage is not a party to—and will have no responsibility, obligation, or role of any kind in—any dispute, claim, or controversy between you and any other user or third party. TradeEngage does not and will not act as an arbitrator, mediator, judge, or representative for any party in such disputes, will not provide dispute-resolution services for such disputes, and has no obligation to assist in their resolution, enforcement, or settlement, except to the limited extent required by applicable law. Nothing in this Arbitration Agreement or elsewhere in this User Agreement imposes on TradeEngage any duty to become involved in disputes in which it is not a party.
    4. Arbitration Procedures. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1 et seq. The National Arbitration & Mediation (“NAM”) will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (the “NAM Mass Filing Rules”) (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of subsection 18.6 below. The arbitration will be conducted in the county where you reside or Miami, Florida, unless the parties agree to another location, or the Batch Arbitration process is triggered per subsection 18.7 below. The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction. 
    5. Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential. 
    6. Arbitration Fees. The NAM Rules shall govern the payment of arbitration fees. The parties shall bear their own attorneys’ fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). 
    7. No Class or Representative Actions. You and TradeEngage agree that, by entering into this Arbitration Agreement, all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and TradeEngage agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. 
    8. Batch Arbitration. Notwithstanding subsection 18.6 above, to increase the efficiency of administration and resolution of arbitrations, you and TradeEngage agree that, in the event there are ten (10) or more individual Requests of a substantially similar nature (i.e., Requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against TradeEngage by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM shall appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). The Administrative Arbitrator’s fees shall be paid by TradeEngage.
    9. 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to TradeEngage within thirty (30) days of first accepting any version of this User Agreement containing an Arbitration Agreement. You must send this notice to support@tradeengage.com and must include: (1) your name and address; (2) the email address you used to set up your TradeEngage account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this User Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with us.
    10. Changes to the Arbitration Agreement. The parties agree that TradeEngage retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying TradeEngage within thirty (30) days of that change at support@tradeengage.com. Unless you reject the change within thirty (30) days, your continued use of the Website and/or Service constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in subsection 18.6 above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. TradeEngage will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in subsection 18.6 above.
  6. GENERAL PROVISIONS.
    1. Electronic Communications. The communications between you and TradeEngage may take place via electronic means, such as via email. For contractual purposes, you (a) consent to receive communications from TradeEngage in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that TradeEngage electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
    2. App Stores. You acknowledge and agree that the availability of the Application and the Service is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the User Agreement is between you and TradeEngage and not with the App Store. TradeEngage, not the App Store, is solely responsible for the Service and the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Service and the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service or the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the User Agreement and will have the right to enforce it.
    3. Accessing and Downloading the Application from the Apple App Store. The following applies to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”): 
      1. You acknowledge and agree that (i) the User Agreement is concluded between you and TradeEngage only, and not Apple, and (ii) TradeEngage, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. 
      2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. 
      3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between TradeEngage and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of TradeEngage. 
      4. You and TradeEngage acknowledge that, as between TradeEngage and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
      5. You and TradeEngage acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between TradeEngage and Apple, TradeEngage, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the User Agreement. 
      6. You and TradeEngage acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the User Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the User Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the User Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. 
      7. Without limiting any other terms of the User Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
  1. Assignment. The User Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without TradeEngage’s prior written consent. TradeEngage may, without your consent, freely assign and transfer this User Agreement, including any of its rights, obligations, or licenses granted under this User Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
  2. Force Majeure. TradeEngage shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
  3. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at: support@tradeengage.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
  4. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
  5. User Agreement Updates. When changes are made, TradeEngage will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Service and within the Application, and we will also update the “Last Updated” date at the top of this User Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this User Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this User Agreement will be effective immediately upon posting for Users without an Account and thirty (30) days after posting for Users with an Account. TradeEngage may require you to provide consent to the updated User Agreement in a specified manner before further use of the Service and/or Application is permitted. If consent is required, any changes to this User Agreement will be effective upon your consent. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE AND/OR APPLICATION. 
  6. Exclusive Venue. To the extent the parties are permitted under this User Agreement to initiate litigation in a court, both you and TradeEngage agree that all claims and disputes arising out of or relating to this User Agreement will be litigated exclusively in the state or federal courts located in Wilmington, Delaware.
  7. Governing Law. THIS USER AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE USER AGREEMENT.
  8. Notice. Where TradeEngage requires that you provide an email address, you are responsible for providing TradeEngage with a valid and current email address. In the event that the email address you provide to TradeEngage is not valid, or for any reason is not capable of delivering to you any notices required by this User Agreement, TradeEngage’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to TradeEngage at the following address: support@tradeengage.com. Such notice shall be deemed given when received by TradeEngage by letter delivered by a nationally-recognized overnight delivery service or first-class postage-prepaid mail at the above address.
  9. Waiver. Any waiver or failure to enforce any provision of this User Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  10. Severability. If any portion of this User Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
  11. Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (aa) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (bb) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that products, services, or technology provided by TradeEngage are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer TradeEngage products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.‍
  12. Entire Agreement. The User Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.