Terms of Service
TradeEngage, Inc. (“we,” “us,” or “TradeEngage”) a Delaware corporation, welcomes you to our website (the “Site”) and the App and services available from us, through the Site, on your mobile device, or other platforms (collectively with the Site, the “Services”). Your use of the Services are governed by these Terms of Service (these “Terms”). Any time you use the Services in any way, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services.Your use of the Services is also subject to our Privacy Policy, which you can access through the Services or on our website, as well as any policies and procedures we publish from time to time (collectively, the “Policies”). We reserve the right to modify these Terms at any time, with such changes becoming effective when we post the modified Terms. We also reserve the right to make any changes to the Services in any manner and to deny or terminate your access to the Services, even if you have an Account, in our sole discretion.
Each time you use theServices, the then-current version of the Terms will apply. If you use theServices after a modification of these Terms, you agree to be bound by the Terms as modified.
These Terms containimportant information regarding your rights with respect to the Services, including your relationship with us, and include an arbitration provision thatmay limit your ability to pursue claims against us in court. Please read themcarefully and review them regularly.
Eligibility
When you use the Services,you represent that you are (i) at least the age of majority in the jurisdictionwhere you reside or (ii) if you have not reached the age of majority in the jurisdiction where you reside, that you have received permission to use the Services from your parent or legal guardian. You represent that any information you submit to us when using the Services is a ccurate, truthful, and current. You also represent that your use of theServices does not violate any applicable law or regulation.
Registration
In order to use the Services, you will be required to register for an account (“Account”). As the person who registered for the Account (the“Account Owner”), you are entitled to certain administrative permissions as set out in theServices. As part of the Account creation process, you will be asked to providea username and password unique to the Account (“Login Information”). You are responsible forthe confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individualwith express authority to act on your behalf. You are solely responsible forany activities occurring under your Account. If you suspect any unauthorizeduse of your Account, you agree to notify us immediately. We reserve the right to discontinue offering the Services, including by terminating your Account, atany time pursuant to these Terms. You have no ownership right to your Account, and our liability if you are unable to access the Services, if any, is limited by these Terms.
Accounts
Accounts come in two primary groups: 1) Organizational Accounts, and 2) IndividualAccounts. Organizational Accounts can be linked to a certain number ofIndividual Accounts as set out in your access plan. By creating an account orusing the services provided by TradeEngage, Inc., you affirm and legally acknowledge that you are a direct employee, officer, or authorizedrepresentative of the company or organization ("the Company") withwhich your account is associated.
Organizational Accounts. As the Account Owner of an Account opened on behalf of an organization (an “OrganizationalAccount”), you may grant accessto the Services to certain individuals (“Authorized Users”), subject to the limits of any plan for which you enroll. When registering for an Organizational Account, administering such Account, and when accessing or otherwise using the Services, you represent or warrant thatthe information you enter for your organization is correct. You further acknowledge and agree that the Organizational Account Owner is responsible for all activity conducted by all Authorized Users. Each Authorized User must have their own Login Information and use of a single individual Account by several end users shall be considered a material breach of this Agreement, and TradeEngage reserves the right to terminate the Organizational Account forcause due to such breach.
Individual Accounts
As the Account Owner of an individual Account, you are responsible for your ownactions. If you choose to add any users, you will become an OrganizationalAccount for purposes of these Terms. If you have accepted an invitation to join the Services by your organization, and your Account becomes linked to suchOrganizational Account, you acknowledge that the administrators of the Organizational Account to which you are linked may have access to all activity/data logged or generated in your Account. You further acknowledge that you have no individual rights in your Account if you are linked below an Organizational Account, and that the Organizational Account’s Account Owner may revoke your permission to access your Account or any Organizational Content as such Account Owner sees fit. Finally, you acknowledge that any and all Content you upload or otherwise supply to the Services shall become the property of your Organizational Account Owner immediately upon its acceptance by the Services, and you hereby assign all right, title, or interest in such Content to such Account Owner.
Payment Terms
In the event you have a paid account, fees are non-refundable except as required bylaw or in our sole discretion. If we terminate your Account without cause, wemay refund you the fees for the unused portion of your subscription. If yousign up for our annual or monthly prepaid plans, and cancel those plans later,you are not entitled to a refund for the unused portion of your subscription period. You agree to pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, you authorize us tocharge such fees using your selected payment method.
By default, customer accounts are set to auto-renew and we may automaticallycharge you for such renewal on or after the renewal date associated with youraccount unless you have cancelled the Service prior to its renewal date.
We may revise fee rates for the Service from time to time and will provide you with email notice of any changes in fees at least thirty (30) days prior to your Service renewal date. You are responsible for providingcomplete and accurate billing information to us. We may suspend or terminateyour use of the Service if fees become past due. You are responsible for alltaxes (excluding taxes on our net income), and we will charge tax if requiredto do so by law.
Restrictions on Use
Any violation of the foregoing restrictions may result in immediate termination ofyour access to the software solution and potential legal action. You agree not to: Copy, distribute, reproduce, publish, license, lease, sell, resell, transfer, assign, or exploit any portion of the software solution or any accessto it, except as expressly permitted by these Terms of Service; Modify, adapt, alter, or translate the software, or create derivative works based upon thesoftware solution in whole or in part; Reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, trade secrets, or other proprietary aspects of the software solution; Use the software solution to develop a competing product or service or assist any third party insuch activities; Attempt to bypass or interfere with any security features,usage restrictions, or licensing mechanisms within the software; Create or register an account, or otherwise grant access to the software solution, forany user who is employed by, or acting on behalf of any unintended or unassociated entity to the business owner name without prior written consent from the Company.
Location-Based Services
Some of the Services may require that location functionality be enabled on the relevantdevice in order to work properly. You acknowledge and agree that if locationpermissions and functionalities are not enabled on the device with which youaccess the Services, the Services may not work as intended. We will use anylocation information we receive from you in accordance with our Privacy Policy.
Third Party Sites
The Site may contain links to third party applications or websites we do not operate, control, or maintain (“Third Party Sites”). We do not endorse any Third Party Sites, and we make no representation or warrantyin any respect regarding the Third Party Websites. Any links to Third Party Sites on the Services are provided solely for your convenience. If you do access any Third Party Sites, you do so at your own risk and waive any and allclaims against us regarding the Third Party Sites or our links thereto.
Data
You agree that we have the right to collect and analyze data and other informationrelating to the provision, use and performance of various aspects of the Services, and related systems (for example, anonymous and aggregatedinformation concerning user behavior and use of the Services), and we will befree (during and after the term hereof) to (i) use such information and data toimprove and enhance the Site Services and for other development, diagnostic and corrective purposes in connection with the Site and Services and other of ourofferings, and (ii) disclose such data solely in aggregate or otherde-identified form in connection with its business.
Ownership
The TradeEngage Services belong in their entirety to us. We grant only that limitedlicense herein to you. User Content (as defined below) belongs to you, and wetake no ownership interest in it. The TradeEngage name and logo are ourtrademarks, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, customgraphics, button icons, and scripts are our service marks, trademarks, and/ or trade dress, and may not be copied, imitated or used, in whole or in part,without prior written permission from us.
User Conduct
You agree not to use any part of the Services to take any action or actions that (including with respect to any User Content): (i) are patently offensive in anymanner (as determined in our sole discretion), (ii) involve commercial activities without our prior written consent, such as contests or sweepstakes, (iii) are contrary to our public image, goodwill, or reputation, (iv) infringeon our or any third party’s intellectual property rights, (v) violate any lawor any third party’s legal rights, or (vi) "frame" or"mirror" any part of the Site without our prior written consent.
User Content Generally
When you post content and information to the Site or in connection with the Services (“Content”), including photos, videos or other information about the jobs you are undertaking, you represent and warrant to us that (i) you own or have the necessary rights to use and share the Content, (ii) the posting of the Content does not violate any rights of any person or entity, and (iii) you have no agreement with or obligations to any third party that would prohibit youruse of the Site or Services in the manner so used. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reasonof any Content posted by you to the Site or through the Services. You acknowledge and agree that we may, in our sole discretion, remove Content atany time and for any reason, or for no reason at all. If you are an Authorized User of an Organizational Account, you also acknowledge and agree that any Content uploaded to the Services shall immediately become the property of such Organizational Account, and you assign all right, title, and interest in such Content to the Organizational Account Owner upon posting the Content to theServices.
You agree not to include any personally-identifiable information about yourself orany other person in any User Content except as requested or required by TradeEngage.
By posting or storing any Content in the Services, you give us and our affiliates a perpetual, nonexclusive, irrevocable, royalty-free, sublicensable andtransferable worldwide license to all intellectual property rights you own or control to use, transmit, reproduce, commercialize, distribute, modify, createderivative works from, and otherwise exploit such Content for any and all purposes and without further notice to you, attribution, and without therequirement of any permission or payment to you or any other person or entity,except as otherwise expressly provided herein. You also authorize and appoint us as your attorney in fact and agent with full power to enter into and executeany document or undertake any action we may consider appropriate to use orenforce the grant of rights and waivers set forth in these Terms.
Feedback
Fromtime to time, you may be asked to provide feedback on the Services or the Platform, whether by a survey or by giving a written testimonial (“Feedback”). Feedback shall include any communications directed tous related to the Services, including without limitation suggestions for newfeatures or functionality or comments, questions, or other suggestions. If youchoose to give such Feedback, you agree that all such Feedback shall belongentirely to us, including any ideas, know-how, concepts, techniques, or otherintellectual property rights contained in such Feedback, and you hereby assignall right, title, and interest in such Feedback to us. We shall be free to use any Feedback, with or without attribution (subject to our obligations in ourPrivacy Policy) or compensation to the provider.
Content-Sharing Platform
The Services include a content-sharing platform (the “Platform”) whereby content-creating users (“Creators”) can create and share certain Content with other userssubject to the sharing permission set by the Creator in the Platform. By sharing Content, you represent and warrant that you have all necessarypermission to share the Content in its form. If the Content is a photograph or video, you represent that all personally identifiable information has beenremoved from the photograph or video. At times, entering project informationinto the Services and Platform may require sharing the personal information ofthird parties, such as clients. You agree that only such personal information as is necessary has been uploaded to the Services and Platform, and that youhave permission from the subject to share their information with whoever haspermission to see such personal information inside the Services. Except as otherwise described in the Service’s Privacy Policy, as between you and us,any Content will be non-confidential and nonproprietary and we will not beliable for any use or disclosure of User Content.
Communication Platform
The Services encompass a communication feature (the “Feature”) that allows users toengage in in-app messaging and receive notifications via SMS and email. When utilizing this Feature, you, as the user, are responsible for the content ofyour messages and the information you choose to share, ensuring it aligns withthe permissions you set within the Feature. By using this Feature, you represent and warrant that you possess all necessary permissions to share anycontent or information in the manner you choose. This includes ensuring thatany personal information shared through the Feature, whether it be yours orthat of third parties, is done with the necessary consent and only to theextent necessary for the intended communication.
You acknowledge that, in the process of using this Feature, you may share personal information of third parties, such as contacts in your messages ornotifications. You agree to share only such personal information as is necessary and that you have obtained permission from the individuals involved to share their information.
As outlined in our Privacy Policy, except where stated otherwise, any content orinformation you share through the Feature will be considered non-confidentialand nonproprietary. We are not liable for the use or disclosure of any contentor information you share through this Feature.
Losses of Stored Content
Although it is our intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, withoutlimitation, for scheduled maintenance or upgrades, for emergency repairs, forunscheduled downtime, for system and server failures, or due to failure oftelecommunications links and/ or equipment. Consequently, we encourage you tomaintain your own backup of your Content. In other words, we are not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security andthat the submission of Content or other information may not be secure.
Copyright Infringement
We respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a complaint procedure for copyright owners who believe that anymaterial posted online or in an app infringes their rights under U.S. copyrightlaw. If you believe that your work has been improperly copied and posted, please provide us with the following information: (i) name, address, telephonenumber, email address and an electronic or physical signature of the copyrightowner or of the person authorized to act on his/ her behalf; (ii) a descriptionof the copyrighted work that you claim has been infringed; (iii) a descriptionof where on the Site the material that you claim is infringing is located; (iv) a written statement that you have a good faith belief that the disputed use isnot authorized by the copyright owner, its agent, or the law; and (v) astatement by you, made under penalty of perjury, that the above information inyour notice is accurate and that you are the copyright owner or authorized toact on the copyright owner’s behalf. These requirements must be followed togive us legally sufficient notice of infringement. Send copyright infringementcomplaints to the following email address: support@tradeengage. com. We suggest that you consult your legal advisor before filing a DMCA notice withour copyright agent. There can be penalties for false claims under the DMCA.
Warranty Disclaimer
You agree that the Services are available on an “as is” basis, without anywarranty, and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express orimplied, including, without limitation, (a) warranties of merchantability orfitness for a particular purpose, (b) warranties against infringement of any third party intellectual property or proprietary rights, © warranties relating to delays, interruptions, errors, or omissions in the Services or on the Site, (d) warranties relating to the accuracy or correctness of data on the Services, and (e) any other warranties otherwise relating to our performance,nonperformance, or other acts or omissions.We donot warrant that the Site or the Services will operate error-free or that they are free of computer viruses and/ or other harmful materials. If your use ofthe Site or the Services results in the need for servicing or replacing equipment or data, we are not responsible for any such costs. Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extentpermitted by law.
Limitation of Liability
Any liability we have to you in connection with these Terms, under any cause ofaction or theory, is strictly limited to, in aggregate for all violations, $100. Without limiting the previous sentence, in no event shall we or any ofour affiliates be liable to you for any indirect, special, incidental,consequential, punitive, or exemplary damages arising out of or in connectionwith, these Terms. The foregoing limitations apply whether the allegedliability is based on contract, tort, negligence, strict liability, or anyother basis, even if we or our affiliates have been advised of the possibilityof such damages.You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted bylaw.
Indemnification
You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees(collectively, “Claims”), made by any third party due to or arising out of your use of the Services in violation of theseTerms, any breach of the representations and warranties you make in these Terms, or your User Content. You agree to be solely responsible for defendingany Claims against or suffered by us with counsel subject to our reasonableapproval and further subject to our right to participate with counsel of ourown choosing.
Electronic Signatures and Notices
Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has same legal rights and obligations as a physical signature. If youhave an Account, you agree that we may provide you any and all required noticeselectronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.
Miscellaneous
These Terms are governed by Florida law, without giving effect to conflicts of lawprinciples. You agree that, to the extent applicable and expressly subject tothe dispute resolution provisions below, to submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida in circumstances where these Terms permit litigation in court. We mayassign, transfer, delegate, or otherwise hypothecate our rights under theseTerms in our sole discretion. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). If any provision of these Termsis held or made invalid, the invalidity does not affect the remainder of theseTerms. We reserve all rights not expressly granted in these Terms and disclaimall implied licenses.
DisputeResolutionPleaseread this section carefully. It contains procedures for mandatory bindingarbitration and a class action waiver.
Arbitration
Any controversy or claim arising out of or relating to this contract, or the breachthereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules,and judgment on the award rendered by the arbitrator(s) may be entered in anycourt having jurisdiction thereof. Any such arbitration shall take place in Miami-Dade County, Florida. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance there with, shall be strictly confidential. You agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary toenforce this Section, to enforce an arbitration award, or to seek injunctive orequitable relief.
Waiver of Jury Trial & Class Actions
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURTAND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under these terms. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited reviewby a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ONA CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED ORLITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
Severance
If any part or parts of these Terms are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part orparts shall be of no force and effect and shall be severed and the remainder shall continue in full force and effect.
Notice for California Users
Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S‑202, Sacramento, California 95834, or by telephone at (800) 952‑5210. Please visit our Privacy Policy for more information. If you have anyquestions about these Terms of Service or if you wish to make any complaint or claim with respect to the Website, App or Service, please contact us at: info@tradeengage.com.
Intellectual Property Rights
The Site and the App.Tradeengage.com its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such materialand are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rightslaws.
These Terms of Use permit you to use the Site for your personal, non-commercial useonly for the sole purpose of using, or considering the use of, the services of Company. You must not reproduce, distribute, modify, create derivative worksof, publicly display, publicly perform, republish, download, store, or transmitany of the material on our Site, except as follows: Your computer may temporarily store copies of such materials in RAM incidental to your accessingand viewing those materials.
You may store files thatare automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or istribution.
If we provide desktop, mobile, or other applications for download, you may download asingle copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications. If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of anymaterials from this site.
- Use any illustrations, photographs, video or audiosequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
- You must not access or usefor any commercial purposes any part of the Site or any services or materialsavailable through the Site.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your rightto use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and allrights not expressly granted are reserved by the Company. Any use of the Sitenot expressly permitted by these Terms of Use is a breach of these Terms of Useand may violate copyright, trademark, and other laws.
Each time you use theServices, the then-current version of the Terms will apply. If you use theServices after a modification of these Terms, you agree to be bound by the Terms as modified.
These Terms containimportant information regarding your rights with respect to the Services, including your relationship with us, and include an arbitration provision thatmay limit your ability to pursue claims against us in court. Please read themcarefully and review them regularly.
Eligibility
When you use the Services,you represent that you are (i) at least the age of majority in the jurisdictionwhere you reside or (ii) if you have not reached the age of majority in the jurisdiction where you reside, that you have received permission to use the Services from your parent or legal guardian. You represent that any information you submit to us when using the Services is a ccurate, truthful, and current. You also represent that your use of theServices does not violate any applicable law or regulation.
Registration
In order to use the Services, you will be required to register for an account (“Account”). As the person who registered for the Account (the“Account Owner”), you are entitled to certain administrative permissions as set out in theServices. As part of the Account creation process, you will be asked to providea username and password unique to the Account (“Login Information”). You are responsible forthe confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individualwith express authority to act on your behalf. You are solely responsible forany activities occurring under your Account. If you suspect any unauthorizeduse of your Account, you agree to notify us immediately. We reserve the right to discontinue offering the Services, including by terminating your Account, atany time pursuant to these Terms. You have no ownership right to your Account, and our liability if you are unable to access the Services, if any, is limited by these Terms.
Accounts
Accounts come in two primary groups: 1) Organizational Accounts, and 2) IndividualAccounts. Organizational Accounts can be linked to a certain number ofIndividual Accounts as set out in your access plan. By creating an account orusing the services provided by TradeEngage, Inc., you affirm and legally acknowledge that you are a direct employee, officer, or authorizedrepresentative of the company or organization ("the Company") withwhich your account is associated.
Organizational Accounts. As the Account Owner of an Account opened on behalf of an organization (an “OrganizationalAccount”), you may grant accessto the Services to certain individuals (“Authorized Users”), subject to the limits of any plan for which you enroll. When registering for an Organizational Account, administering such Account, and when accessing or otherwise using the Services, you represent or warrant thatthe information you enter for your organization is correct. You further acknowledge and agree that the Organizational Account Owner is responsible for all activity conducted by all Authorized Users. Each Authorized User must have their own Login Information and use of a single individual Account by several end users shall be considered a material breach of this Agreement, and TradeEngage reserves the right to terminate the Organizational Account forcause due to such breach.
Individual Accounts
As the Account Owner of an individual Account, you are responsible for your ownactions. If you choose to add any users, you will become an OrganizationalAccount for purposes of these Terms. If you have accepted an invitation to join the Services by your organization, and your Account becomes linked to suchOrganizational Account, you acknowledge that the administrators of the Organizational Account to which you are linked may have access to all activity/data logged or generated in your Account. You further acknowledge that you have no individual rights in your Account if you are linked below an Organizational Account, and that the Organizational Account’s Account Owner may revoke your permission to access your Account or any Organizational Content as such Account Owner sees fit. Finally, you acknowledge that any and all Content you upload or otherwise supply to the Services shall become the property of your Organizational Account Owner immediately upon its acceptance by the Services, and you hereby assign all right, title, or interest in such Content to such Account Owner.
Payment Terms
In the event you have a paid account, fees are non-refundable except as required bylaw or in our sole discretion. If we terminate your Account without cause, wemay refund you the fees for the unused portion of your subscription. If yousign up for our annual or monthly prepaid plans, and cancel those plans later,you are not entitled to a refund for the unused portion of your subscription period. You agree to pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, you authorize us tocharge such fees using your selected payment method.
By default, customer accounts are set to auto-renew and we may automaticallycharge you for such renewal on or after the renewal date associated with youraccount unless you have cancelled the Service prior to its renewal date.
We may revise fee rates for the Service from time to time and will provide you with email notice of any changes in fees at least thirty (30) days prior to your Service renewal date. You are responsible for providingcomplete and accurate billing information to us. We may suspend or terminateyour use of the Service if fees become past due. You are responsible for alltaxes (excluding taxes on our net income), and we will charge tax if requiredto do so by law.
Restrictions on Use
Any violation of the foregoing restrictions may result in immediate termination ofyour access to the software solution and potential legal action. You agree not to: Copy, distribute, reproduce, publish, license, lease, sell, resell, transfer, assign, or exploit any portion of the software solution or any accessto it, except as expressly permitted by these Terms of Service; Modify, adapt, alter, or translate the software, or create derivative works based upon thesoftware solution in whole or in part; Reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, trade secrets, or other proprietary aspects of the software solution; Use the software solution to develop a competing product or service or assist any third party insuch activities; Attempt to bypass or interfere with any security features,usage restrictions, or licensing mechanisms within the software; Create or register an account, or otherwise grant access to the software solution, forany user who is employed by, or acting on behalf of any unintended or unassociated entity to the business owner name without prior written consent from the Company.
Location-Based Services
Some of the Services may require that location functionality be enabled on the relevantdevice in order to work properly. You acknowledge and agree that if locationpermissions and functionalities are not enabled on the device with which youaccess the Services, the Services may not work as intended. We will use anylocation information we receive from you in accordance with our Privacy Policy.
Third Party Sites
The Site may contain links to third party applications or websites we do not operate, control, or maintain (“Third Party Sites”). We do not endorse any Third Party Sites, and we make no representation or warrantyin any respect regarding the Third Party Websites. Any links to Third Party Sites on the Services are provided solely for your convenience. If you do access any Third Party Sites, you do so at your own risk and waive any and allclaims against us regarding the Third Party Sites or our links thereto.
Data
You agree that we have the right to collect and analyze data and other informationrelating to the provision, use and performance of various aspects of the Services, and related systems (for example, anonymous and aggregatedinformation concerning user behavior and use of the Services), and we will befree (during and after the term hereof) to (i) use such information and data toimprove and enhance the Site Services and for other development, diagnostic and corrective purposes in connection with the Site and Services and other of ourofferings, and (ii) disclose such data solely in aggregate or otherde-identified form in connection with its business.
Ownership
The TradeEngage Services belong in their entirety to us. We grant only that limitedlicense herein to you. User Content (as defined below) belongs to you, and wetake no ownership interest in it. The TradeEngage name and logo are ourtrademarks, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, customgraphics, button icons, and scripts are our service marks, trademarks, and/ or trade dress, and may not be copied, imitated or used, in whole or in part,without prior written permission from us.
User Conduct
You agree not to use any part of the Services to take any action or actions that (including with respect to any User Content): (i) are patently offensive in anymanner (as determined in our sole discretion), (ii) involve commercial activities without our prior written consent, such as contests or sweepstakes, (iii) are contrary to our public image, goodwill, or reputation, (iv) infringeon our or any third party’s intellectual property rights, (v) violate any lawor any third party’s legal rights, or (vi) "frame" or"mirror" any part of the Site without our prior written consent.
User Content Generally
When you post content and information to the Site or in connection with the Services (“Content”), including photos, videos or other information about the jobs you are undertaking, you represent and warrant to us that (i) you own or have the necessary rights to use and share the Content, (ii) the posting of the Content does not violate any rights of any person or entity, and (iii) you have no agreement with or obligations to any third party that would prohibit youruse of the Site or Services in the manner so used. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reasonof any Content posted by you to the Site or through the Services. You acknowledge and agree that we may, in our sole discretion, remove Content atany time and for any reason, or for no reason at all. If you are an Authorized User of an Organizational Account, you also acknowledge and agree that any Content uploaded to the Services shall immediately become the property of such Organizational Account, and you assign all right, title, and interest in such Content to the Organizational Account Owner upon posting the Content to theServices.
You agree not to include any personally-identifiable information about yourself orany other person in any User Content except as requested or required by TradeEngage.
By posting or storing any Content in the Services, you give us and our affiliates a perpetual, nonexclusive, irrevocable, royalty-free, sublicensable andtransferable worldwide license to all intellectual property rights you own or control to use, transmit, reproduce, commercialize, distribute, modify, createderivative works from, and otherwise exploit such Content for any and all purposes and without further notice to you, attribution, and without therequirement of any permission or payment to you or any other person or entity,except as otherwise expressly provided herein. You also authorize and appoint us as your attorney in fact and agent with full power to enter into and executeany document or undertake any action we may consider appropriate to use orenforce the grant of rights and waivers set forth in these Terms.
Feedback
Fromtime to time, you may be asked to provide feedback on the Services or the Platform, whether by a survey or by giving a written testimonial (“Feedback”). Feedback shall include any communications directed tous related to the Services, including without limitation suggestions for newfeatures or functionality or comments, questions, or other suggestions. If youchoose to give such Feedback, you agree that all such Feedback shall belongentirely to us, including any ideas, know-how, concepts, techniques, or otherintellectual property rights contained in such Feedback, and you hereby assignall right, title, and interest in such Feedback to us. We shall be free to use any Feedback, with or without attribution (subject to our obligations in ourPrivacy Policy) or compensation to the provider.
Content-Sharing Platform
The Services include a content-sharing platform (the “Platform”) whereby content-creating users (“Creators”) can create and share certain Content with other userssubject to the sharing permission set by the Creator in the Platform. By sharing Content, you represent and warrant that you have all necessarypermission to share the Content in its form. If the Content is a photograph or video, you represent that all personally identifiable information has beenremoved from the photograph or video. At times, entering project informationinto the Services and Platform may require sharing the personal information ofthird parties, such as clients. You agree that only such personal information as is necessary has been uploaded to the Services and Platform, and that youhave permission from the subject to share their information with whoever haspermission to see such personal information inside the Services. Except as otherwise described in the Service’s Privacy Policy, as between you and us,any Content will be non-confidential and nonproprietary and we will not beliable for any use or disclosure of User Content.
Communication Platform
The Services encompass a communication feature (the “Feature”) that allows users toengage in in-app messaging and receive notifications via SMS and email. When utilizing this Feature, you, as the user, are responsible for the content ofyour messages and the information you choose to share, ensuring it aligns withthe permissions you set within the Feature. By using this Feature, you represent and warrant that you possess all necessary permissions to share anycontent or information in the manner you choose. This includes ensuring thatany personal information shared through the Feature, whether it be yours orthat of third parties, is done with the necessary consent and only to theextent necessary for the intended communication.
You acknowledge that, in the process of using this Feature, you may share personal information of third parties, such as contacts in your messages ornotifications. You agree to share only such personal information as is necessary and that you have obtained permission from the individuals involved to share their information.
As outlined in our Privacy Policy, except where stated otherwise, any content orinformation you share through the Feature will be considered non-confidentialand nonproprietary. We are not liable for the use or disclosure of any contentor information you share through this Feature.
Losses of Stored Content
Although it is our intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, withoutlimitation, for scheduled maintenance or upgrades, for emergency repairs, forunscheduled downtime, for system and server failures, or due to failure oftelecommunications links and/ or equipment. Consequently, we encourage you tomaintain your own backup of your Content. In other words, we are not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security andthat the submission of Content or other information may not be secure.
Copyright Infringement
We respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a complaint procedure for copyright owners who believe that anymaterial posted online or in an app infringes their rights under U.S. copyrightlaw. If you believe that your work has been improperly copied and posted, please provide us with the following information: (i) name, address, telephonenumber, email address and an electronic or physical signature of the copyrightowner or of the person authorized to act on his/ her behalf; (ii) a descriptionof the copyrighted work that you claim has been infringed; (iii) a descriptionof where on the Site the material that you claim is infringing is located; (iv) a written statement that you have a good faith belief that the disputed use isnot authorized by the copyright owner, its agent, or the law; and (v) astatement by you, made under penalty of perjury, that the above information inyour notice is accurate and that you are the copyright owner or authorized toact on the copyright owner’s behalf. These requirements must be followed togive us legally sufficient notice of infringement. Send copyright infringementcomplaints to the following email address: support@tradeengage. com. We suggest that you consult your legal advisor before filing a DMCA notice withour copyright agent. There can be penalties for false claims under the DMCA.
Warranty Disclaimer
You agree that the Services are available on an “as is” basis, without anywarranty, and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express orimplied, including, without limitation, (a) warranties of merchantability orfitness for a particular purpose, (b) warranties against infringement of any third party intellectual property or proprietary rights, © warranties relating to delays, interruptions, errors, or omissions in the Services or on the Site, (d) warranties relating to the accuracy or correctness of data on the Services, and (e) any other warranties otherwise relating to our performance,nonperformance, or other acts or omissions.We donot warrant that the Site or the Services will operate error-free or that they are free of computer viruses and/ or other harmful materials. If your use ofthe Site or the Services results in the need for servicing or replacing equipment or data, we are not responsible for any such costs. Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extentpermitted by law.
Limitation of Liability
Any liability we have to you in connection with these Terms, under any cause ofaction or theory, is strictly limited to, in aggregate for all violations, $100. Without limiting the previous sentence, in no event shall we or any ofour affiliates be liable to you for any indirect, special, incidental,consequential, punitive, or exemplary damages arising out of or in connectionwith, these Terms. The foregoing limitations apply whether the allegedliability is based on contract, tort, negligence, strict liability, or anyother basis, even if we or our affiliates have been advised of the possibilityof such damages.You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted bylaw.
Indemnification
You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees(collectively, “Claims”), made by any third party due to or arising out of your use of the Services in violation of theseTerms, any breach of the representations and warranties you make in these Terms, or your User Content. You agree to be solely responsible for defendingany Claims against or suffered by us with counsel subject to our reasonableapproval and further subject to our right to participate with counsel of ourown choosing.
Electronic Signatures and Notices
Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has same legal rights and obligations as a physical signature. If youhave an Account, you agree that we may provide you any and all required noticeselectronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.
Miscellaneous
These Terms are governed by Florida law, without giving effect to conflicts of lawprinciples. You agree that, to the extent applicable and expressly subject tothe dispute resolution provisions below, to submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida in circumstances where these Terms permit litigation in court. We mayassign, transfer, delegate, or otherwise hypothecate our rights under theseTerms in our sole discretion. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). If any provision of these Termsis held or made invalid, the invalidity does not affect the remainder of theseTerms. We reserve all rights not expressly granted in these Terms and disclaimall implied licenses.
DisputeResolutionPleaseread this section carefully. It contains procedures for mandatory bindingarbitration and a class action waiver.
Arbitration
Any controversy or claim arising out of or relating to this contract, or the breachthereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules,and judgment on the award rendered by the arbitrator(s) may be entered in anycourt having jurisdiction thereof. Any such arbitration shall take place in Miami-Dade County, Florida. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance there with, shall be strictly confidential. You agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary toenforce this Section, to enforce an arbitration award, or to seek injunctive orequitable relief.
Waiver of Jury Trial & Class Actions
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURTAND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under these terms. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited reviewby a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ONA CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED ORLITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
Severance
If any part or parts of these Terms are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part orparts shall be of no force and effect and shall be severed and the remainder shall continue in full force and effect.
Notice for California Users
Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S‑202, Sacramento, California 95834, or by telephone at (800) 952‑5210. Please visit our Privacy Policy for more information. If you have anyquestions about these Terms of Service or if you wish to make any complaint or claim with respect to the Website, App or Service, please contact us at: info@tradeengage.com.
Intellectual Property Rights
The Site and the App.Tradeengage.com its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such materialand are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rightslaws.
These Terms of Use permit you to use the Site for your personal, non-commercial useonly for the sole purpose of using, or considering the use of, the services of Company. You must not reproduce, distribute, modify, create derivative worksof, publicly display, publicly perform, republish, download, store, or transmitany of the material on our Site, except as follows: Your computer may temporarily store copies of such materials in RAM incidental to your accessingand viewing those materials.
You may store files thatare automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or istribution.
If we provide desktop, mobile, or other applications for download, you may download asingle copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications. If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of anymaterials from this site.
- Use any illustrations, photographs, video or audiosequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
- You must not access or usefor any commercial purposes any part of the Site or any services or materialsavailable through the Site.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your rightto use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and allrights not expressly granted are reserved by the Company. Any use of the Sitenot expressly permitted by these Terms of Use is a breach of these Terms of Useand may violate copyright, trademark, and other laws.