TRADESYNC USER AGREEMENT

Last Update: December 6, 2011

1. INTRODUCTION.

A. Purpose.

TradeSync’s mission is to make supply simple for participants in wholesale distribution markets. We make our services available through our website, mobile applications, and desktop applications to help you, your company, your trade partners, and other companies, work better together in a network of secure transactions and trusted relationships.

B. Scope and Intent.

You are agreeing that by registering on TradeSync, or by using our website, including our mobile applications, desktop applications, premium services, or other information provided as part of the TradeSync services (collectively “TradeSync” or the “Services”) you are entering into a legally binding agreement with TradeSync Corporation, 4695 Chabot Drive, Suite 200, Pleasanton, CA 94588, based on the terms of this TradeSync User Agreement and the TradeSync Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”) and become a TradeSync user (“User”).

If you are using TradeSync on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not want to register an account and become a TradeSync User, do not conclude the Agreement, do not click “Join TradeSync” and do not access, view, download or otherwise use any TradeSync webpage, information or services. By clicking “Join TradeSync,” you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By clicking “Join TradeSync,” you also consent to use electronic signatures and acknowledge your click of the “Join TradeSync” button as one. Please note that the TradeSync User Agreement and Privacy Policy are also collectively referred to as TradeSync’s “Terms of Service.”

2. YOUR OBLIGATIONS.

A. Applicable Laws and this Agreement.

You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advanced notice, and the policies and processes explained in the following sections:

a. Code of Conduct,

b. Complaints; and

c. TradeSync Privacy Policy

B. License and Warranty for your Submissions to TradeSync.

You own the information you provide TradeSync under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. You grant a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to other Users, and to TradeSync, to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to TradeSync, including, but not limited to, any user generated content, ideas, concepts, techniques or data you submit to TradeSync, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in this Agreement.

By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate and not in violation of any contractual restrictions or other third party rights.

C. Service Eligibility.

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a TradeSync account, (3) are not a competitor of TradeSync or are not using the Services for reasons that are in competition with TradeSync; (4) will only maintain one TradeSync account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of TradeSync, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

D. Sign-In Credentials.

You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your TradeSync account to another party; and (5) refrain from charging anyone for access to any portion of TradeSync, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please contact TradeSync’s customer service department at 800-548-6764 or support@tradesync.com.

E. Indemnification.

You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through TradeSync.

F. Payment.

If you purchase any services that we offer for a fee (“Premium Services”), you agree to TradeSync storing your payment card information. You also agree to pay the applicable fees for the Premium Services as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. You acknowledge that TradeSync’s Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.

G. Notify Us of Acts Contrary to the Agreement.

If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

H. Notifications and Service Messages.

For purposes of service messages and notices about the Services to you, TradeSync may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from TradeSync to an email address associated with your account, even if we have other contact information. You also agree that TradeSync may communicate with you through your TradeSync account or through other means including email, mobile number, telephone, or delivery services including the postal service about your TradeSync account or services associated with TradeSync. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

I. TradeSync Applications.

TradeSync may offer the Services through applications built using TradeSync’s platform (“TradeSync Applications”). Examples of TradeSync Applications include its desktop application (TradeSync Relay) and mobile applications. By using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.

J. Privacy.

You should carefully read in full our Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information and other information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to TradeSync might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

K. Contributions to TradeSync.

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to TradeSync through its suggestion or feedback webpages, by email or other correspondence, or verbally, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) TradeSync is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) TradeSync shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) TradeSync may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to TradeSync all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from TradeSync under any circumstances.

3. YOUR RIGHTS.

On the condition that you comply with all your obligations under this Agreement, including, but not limited to, the Code of Conduct rules listed in this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of TradeSync or its Users), view information and use the Services that we provide on TradeSync webpages and in accordance with this Agreement. Any other use of TradeSync contrary to our mission and purpose (such as seeking to use information gathered from TradeSync commercially unless expressly authorized by TradeSync) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in TradeSync and all related items, including any and all copies made of the TradeSync website.

4. OUR RIGHTS AND OBLIGATIONS.

A. Services Use and Availability.

You agree that your use of the Services, and any purchases of Premium Services, hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by us regarding future functionality or features.

For as long as TradeSync continues to offer the Services, TradeSync shall provide and seek to update, improve and expand the Services. As a result, we allow you to access TradeSync as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue TradeSync, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. TradeSync further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by TradeSync to be contrary to this Agreement.

B. Third Party Sites.

TradeSync may include links to third party web sites (“Third Party Sites”) on www.tradesync.com and elsewhere. You are responsible for evaluating whether you want to access or use a Third Party Site. You should review any applicable terms and/or privacy policy of a Third Party Site before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not.

TradeSync is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. Accordingly, if you decide to access Third Party Sites you do so at your own risk.

C. Disclosure of User Information.

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of TradeSync, our Users or the public.

Disclosures of User information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy.

D. Connections and Interactions with Other Users.

You are solely responsible for your interactions with other Users. TradeSync may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. TradeSync reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if TradeSync determines, in our sole discretion, that doing so is necessary to enforce this Agreement. The Services do not provide real-time data processing, may introduce delays in the transmission of data between you and other Users, and may be subject to other limitations.

5. DISCLAIMER.


SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

WE PROVIDE THE PLATFORM FOR TRADESYNC AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRADESYNC DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY TRADESYNC OR ANYTHING RELATED TO TRADESYNC, YOU MAY CLOSE YOUR TRADESYNC ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

TRADESYNC IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES SENT THROUGH TRADESYNC TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.

TRADESYNC DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, TRADESYNC DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

TRADESYNC DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. TRADESYNC DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, TRADESYNC DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE TRADESYNC SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

6. LIMITATION OF LIABILITY.


SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Neither TradeSync nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“TradeSync Affiliates”) shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from TradeSync. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

A. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and

B. Not apply to any damage that TradeSync may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.

C. Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

7. TERMINATION.

A. Mutual Rights of Termination.

You may terminate this Agreement, for any or no reason, at any time, with notice to TradeSync pursuant to Section 9.C. This notice will be effective upon TradeSync processing your notice. TradeSync may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only TradeSync or the party paying for the services may terminate your access to any Premium Services. Termination of your TradeSync account includes disabling your access to TradeSync and may also bar you from any future use of TradeSync.

B. Misuse of the Services.

TradeSync may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users who you do not know or do not have a commercial relationship with your business to connect; abusing the TradeSync messaging services; creating multiple or false profiles; using the Services commercially without TradeSync’s authorization, infringing any intellectual property rights, violating any of the Code of Conduct listed in this Agreement, or any other behavior that TradeSync, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, TradeSync has adopted a policy of terminating accounts of Users who, in TradeSync’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.

C. Effect of Termination.

Upon the termination of your TradeSync account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Sections 3 (“Your Rights”) and 4 (“Our Rights and Obligations”) hereof.

8. DISPUTE RESOLUTION

A. Law and Forum for Legal Disputes.

This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of California regardless of where you access TradeSync. You and TradeSync agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Alameda County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and TradeSync agree to submit to the personal jurisdiction of the courts located within Alameda County, California for the purpose of litigating all such claims. Notwithstanding the above, you agree that TradeSync shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

B. Arbitration Option.

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

9. GENERAL TERMS.

A. Severability.

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

B. Notices and Service of Process.

In addition to Section 2.H. (“Notices and Service Messages”), we may notify you via postings on www.tradesync.com.

You may contact us at legal@tradesync.com or via mail or courier at:

TradeSync Corporation
ATTN: Legal
4695 Chabot Drive, Suite 200
Pleasanton, CA 94588

C. Entire Agreement.

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other TradeSync services, third-party content or third party software.

D. Amendments to this Agreement.

We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.tradesync.com or notifying you otherwise. For example, TradeSync presents a banner on the site when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section 7 (Termination).

E. No Informal Waivers, Agreements or Representations.

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any TradeSync Affiliate shall be deemed legally binding on any TradeSync Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of TradeSync Corporation.

F. No Injunctive Relief.

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

G. Beneficiaries.

Entities other than TradeSync Corporation and its subsidiaries that TradeSync Corporation owns a 50% or greater interest in (“Affiliate”) are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you.

H. Assignment and Delegation.

You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, TradeSync Corporation for any third party that assumes our rights and obligations under this Agreement.

10. TRADESYNC CODE OF CONDUCT

As a condition to access TradeSync, you agree to this User Agreement and to strictly observe the following Code of Conduct:

A. You should undertake the following:

1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and
regulatory requirements;

2. Provide accurate information to us and update it as necessary;

3. Review and comply with our Privacy Policy;

4. Review and comply with notices sent by TradeSync concerning the Services; and

5. Use the Services in a professional manner.

B. You should not undertake the following:

1. Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to
TradeSync;

2. Publish inaccurate information in the designated fields on the profile form;

3. Create a user profile for anyone other than yourself or your company;

4. Harass, abuse or harm another person, including sending unwelcomed communications to others using TradeSync;

5. Invite people you do not know, or do not have a commercial relationship with your business, to join your network;

6. Upload a profile image that is not your likeness or an identifying mark of your company;

7. Use or attempt to use another’s account without authorization from the Company, or create a false identity on TradeSync;

8. Upload, post, email, transmit or otherwise make available or initiate any content that:

A. Falsely states, impersonates or otherwise misrepresents your identity;

B. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;

C. Adds to a content field content that is not intended for such field;

D. Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

E. Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;

F. Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using TradeSync invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using TradeSync to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases;

G. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of TradeSync or any User of TradeSync;

H. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services;

9. Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices.

10. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on TradeSync (excluding content posted by you) except as expressly authorized by TradeSync;

11. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof

12. Utilize or copy information, content or any data you view on and/or obtain from TradeSync to provide any service that is competitive, in TradeSync’s sole discretion, with TradeSync;

13. Imply or state, directly or indirectly, that you are affiliated with or endorsed by TradeSync unless you have entered into a written agreement with TradeSync;

14. Adapt, modify or create derivative works based on TradeSync or technology underlying the Services, or other Users’ content, in whole or part;

15. Rent, lease, loan, trade, sell/re-sell access to TradeSync or any information therein, or the equivalent, in whole or part;

16. Sell, sponsor, or otherwise monetize any service or functionality of TradeSync, without the express written permission of TradeSync.

17. Remove any copyright, trademark or other proprietary rights notices contained in or on TradeSync, including those of both TradeSync and any of its licensors;

18. Remove, cover or otherwise obscure any form of advertisement included on TradeSync;

19. Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from TradeSync except as expressly permitted in this Agreement or as the owner of such information may expressly permit;

20. Share information of non-Users without their express consent;

21. Infringe or use TradeSync’s brand, logos and/or trademarks;

22. Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;

23. Use bots or other automated methods to access TradeSync, add or download contacts, send or redirect messages, or perform other activities through TradeSync, unless explicitly permitted by TradeSync;

24. Access, via automated or manual means or processes, TradeSync for purposes of monitoring TradeSync’s availability, performance or functionality for any competitive purpose;

25. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of TradeSync’s website;

26. Attempt to or actually access TradeSync by any means other than through the interfaces provided by TradeSync such as its mobile application or by navigating to http://www.tradesync.com using a web browser;

27. Attempt to or actually override any security component included in or underlying TradeSync;

28. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on TradeSync’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or TradeSync personnel, attempting to gain unauthorized access to TradeSync, or transmitting or activating computer viruses through or on TradeSync;

29. Interfere with or disrupt or game TradeSync or the Services, including, but not limited to, any servers or networks connected to TradeSync.

11. COMPLAINTS.

We built TradeSync to help our users work better together. To achieve this purpose, we encourage our Users to share truthful and accurate information. We also respect the intellectual property rights of others. Accordingly, this Agreement requires that information posted by Users be accurate and not in violation of the intellectual property rights or other rights of third parties. If you believe your rights are being violated by a TradeSync user, please contact us at legal@tradesync.com.

TradeSync Corporation, Pleasanton, California, USA, December 5, 2011.

 

* * *

TRADESYNC PRIVACY POLICY

Last Update: December 6, 2011

INTRODUCTION.

TradeSync uses information we collect to operate, maintain, and provide you the features and functionality of the Services, to analyze how the Services are used, diagnose technical problems, maintain security, personalize content, remember information to help you efficiently access your account, monitor aggregate metrics such as total number of visitors, traffic, and transaction activity, and track information as necessary to comply with applicable laws.

1. Collection and Use of Personal Information

We collect personal information:

  • When you register an account to become a TradeSync user (“User”), such as your name, e-mail, employer, and password.
  • When you view and interact with TradeSync pages, features, and functionality. We also collect your IP address, browser type, operating system, and your ISP, and receive the URLs of sites from which you arrive or leave the TradeSync website. TradeSync uses third party analytics tools to help understand use of the Services and to provide customer support.
  • Through cookies and other technologies, including clear GIFs and web beacons, that allow us to recognize you, customize your experience, and serve advertisements both on and off TradeSync. In addition, we may also use clear GIFs in HTML-based emails sent to our users to track which emails are opened by recipients. The information is used to enable more accurate reporting and make TradeSync better for our Users.

We use the information you provide to:

  • Enable you to connect with, communicate with, and share information with other Users. For example, your name, email address and other information you choose to provide on the Services may be viewable and discoverable by other users, in accordance with your settings on the Services. If you choose to use the Services to invite another person to use the Services, we will ask you for that person’s email address and automatically send an email invitation. TradeSync stores this information to send this email, to register your invitee if your invitation is accepted, and to track the success of the invitation.
  • Identify and make publicly known that you and your company are a User of the Services; and to
  • Administer your account with us and customize the service we provide to you and other Users.

We do not sell, rent, or otherwise provide personally identifiable information to third parties without your consent except where it is necessary to carry out your instructions (for example, to process your payment information) or as described in this Privacy Policy. We may use your information to target and deliver advertising, offers, email, mail, and other communications to you from TradeSync or on behalf of third parties so long as your personally identifiable information is not provided by TradeSync to the third party without your consent.

2. Collection and Use of Other Information

  • Through your use of the Services you may transmit to us, or receive from another User via the Services, Other Information (“Other Information”) such as transaction data.
  • We will treat your Other Information as confidential.
  • You agree that TradeSync may use your Other Information for the purposes of (i) providing, customizing, and improving the Services to you, and (ii) reporting statistics to other Users and third parties, where such statistics may include, but are not limited to, aggregate numbers of transactions, product activity, and any other anonymous information that does not directly identify you.
  • If you instruct us to do so, we will transmit your Other Information via the Services to the TradeSync account of another User that you specify. You agree that once transmitted by you to the other User, the other User is granted all rights, title and interest in and to all of the Other Information received from you.
  • We will not disclose your Other Information that could uniquely identify you or your company (for example, your name, email address, phone number, street address, project names, or account numbers), to any third party, unless you direct us to do so, or as we are compelled by law.

3. How to Contact TradeSync

If you have questions or comments please send them to us at legal@tradesync.com or contact us at:

TradeSync Corporation
ATTN: Legal
4695 Chabot Drive, Suite 200
Pleasanton, CA 94588