User Transaction Service Agreement – Terms and Conditions

AgBASE Free Associate Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!

1. Acceptance of Terms

1.1  WELCOME TO AGBASE'S FREE SERVICE (the "SERVICE"). The following sets forth the terms and conditions of the AGBASE Free Associate (Associateship) Agreement (this "Agreement") between you and AgBASE under which offers you access to the Service through the website identified by the uniform resource locator (URL) www.agbase.com.  Your contact with AgBASE is:

AgBASE, Inc.

285 Technology Center Way, Ste 133

Wenatchee, WA, USA  98801

E-mail:  Contact Us

Use of the Service indicates that you accept the terms and conditions set forth below. If you do not accept all of the terms and conditions, please do not use the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE" BUTTON, YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT, WWW.AGBASE.COM’S (AGBASE) TERMS OF USE AGREEMENT,PRODUCT LISTING POLICY AND PRIVACY POLICY WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE "TERMS OF USE"). The AgBASE Free Associate (Associateship) Agreement will not take effect unless and until you have activated your Account. Terms not defined in this Agreement shall bear the same meaning as that contained in the Terms of Use.

1.2 AgBASE, Inc. may amend this Agreement at any time by posting the amended and restated Agreement on www.agbase.com.  The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on June 8, 2012. Posting by AgBASE of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of AgBASE, Inc.

2. The Service

2.1  The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.
2.2  The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of AgBASE and notified to you) ("Free Associate Benefits"):

a)  Company Profile - allows each Associate to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.

b.  Products - allows each Associate to display and edit descriptions, specifications and images of at least 5 sale products.

 2.3  AgBASE, Inc. may suspend or terminate all or part of the above Free Associate Benefits at any time in its sole discretion. AgBASE reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.

2.4  Benefits, features and functions available to Associates may vary for different states, provinces, regions and countries.  No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.

2.5  The availability of any transactional features and functions on www.agbase.com to any Associate may be conditional on verification of Associate’s identity and/or its designated bank account by AgBASE and/or it’s approved independent third parties.

2.6  AgBASE shall issue an Associate ID and Password (the latter shall be chosen by the Associate during registration) to each Associate to access the Service through such Associate's Account. Each Associate shall be solely responsible for maintaining the confidentiality of its Associate ID and Password and for all activities that occur under the Associate ID and Password. A set of Associate ID and Password is unique to a single Account and no Associate shall share, assign or permit the use of its Account, Associate ID or Password to another person outside of the Associate's business entity. Each Associate acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), will cause irreparable harm to AgBASE, Inc. and each Associate shall indemnify AgBASE against any loss or damages (including but not limited to loss of profits) suffered by AgBASE, Inc. as a result of such multiple use of an Account. Each Associate hereby undertakes to notify AgBASE immediately of any unauthorized use of its Account, Associate ID or Password or any other breach of security. Each Associate hereby agrees that AgBASE, Inc. shall not be liable for any loss or damages arising from the Associate's failure to comply with this paragraph.

2.7  AgBASE, Inc. reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. AgBASE further reserves the right to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by AgBASE, Inc.

2.8  Each Associate acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Associate hereby agrees that in no event shall AgBASE be liable to the Associate or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

3. Associate Responsibilities

3.1  Each Associate hereby represents warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by AgBASE and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Associate hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to AgBASE to display and use all information provided by such Associate in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.

3.2  Each Associate hereby represents warrants and agrees that the use by such Associate of the Service and the www.agbase.com shall not:

a)  Contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;

b)  Be part of a scheme to defraud other Associates or other users of www.agbase.com or for any other unlawful purpose;

c)  Infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;

d)  Impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

e)  Violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

f)  Contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;

g)  Contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;

h)  Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

i)  Contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;

j)  Involve attempts to copy, reproduce, exploit or expropriate AgBASE's various proprietary directories, databases and listings;

k)  Involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;

l)  Involve any scheme to undermine the integrity of the computer systems or networks used by AgBASE and/or any user of the Service and no Associate shall attempt to gain unauthorized access to such computer systems or networks;

m)  Link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or the Terms of Use; or

n)  Otherwise create any liability for AgBASE or its affiliates.

3.3  Each Associate represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to (a) act as such Associate's business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Associate. Each Associate further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Associate's consent to be obtained before third parties may contact the business referees.


3.4  Associate shall not take any action which may undermine the integrity of AgBASE's feedback system, such as leaving positive feedback for himself using secondary Associate IDs or through third parties or by leaving unsubstantiated negative feedback for another Associate.

3.5  Each Associate acknowledges and agrees that AgBASE shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. AgBASE does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Associate. Each Associate is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

3.6  Each Associate represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on www.agbase.com or provides to AgBASE or authorizes AgBASE to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Associate further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on www.agbase.com or provides to AgBASE or authorizes AgBASE to display.

3.7  If any Associate breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if AgBASE has reasonable grounds to believe that such Associate is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Associate or third party, AgBASE has reasonable grounds to believe that such Associate has willfully or materially failed to perform its contract with such third party including without limitation where the Associate has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the Associate has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if AgBASE has reasonable grounds to believe that such Associate has used a stolen credit card or other false or misleading information in any online transaction, AgBASE has the right to suspend or terminate the Service and all Free Associate Benefits with respect to such Associate without any compensation, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by AgBASE. Further, AgBASE reserves the right in it sole discretion to place restrictions on the number of product listings that a Associate can post on www.agbase.com for such duration as AgBASE may consider appropriate, and to remove any material it reasonably believes that is unlawful, could subject AgBASE to liability, violates this Agreement or the Terms of Use or is otherwise found inappropriate in AgBASE's opinion. AgBASE reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, AgBASE may disclose the Associate's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and AgBASE shall not be liable for damages or results thereof and Associate agrees not to bring any action or claim against AgBASE for such disclosure. In connection with any of the foregoing, AgBASE may suspend or terminate the Account of any Associate as AgBASE deems appropriate in its sole discretion.

3.8  Each Associate agrees to indemnify AgBASE, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Associate's use of the Service or from such Associate's breach of this Agreement or the Terms of Use. Each Associate further agrees that AgBASE is not responsible, and shall have no liability to it or anyone else for any material posted by such Associate or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Associate. AgBASE reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Associate, in which event the Associate shall cooperate with AgBASE in asserting any available defenses.

4. Transactions between Buyers and Suppliers

4.1  Through www.agbase.com, AgBASE provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. AgBASE reserves the right to limit certain features and functions of the platform to prescribed Associates.  Despite the provision of the platform through www.agbase.com, AgBASE does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via www.agbase.com. AgBASE does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on www.agbase.com or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.

4.2  Associates are hereby made aware that there may be risks of dealing with people acting under false pretences. AgBASE uses several techniques to verify the accuracy of the information our users provide us when they register on www.agbase.com. However, because user verification on the Internet is difficult, AgBASE cannot and does not confirm each user's purported identity (including, without limitation, Gold Supplier Associates). We encourage you to use the various tools available on www.agbase.com, as well as common sense, to evaluate with whom you are dealing.

4.3  Each Associate acknowledges that it is fully assuming the risks of purchase and sale transactions when using www.agbase.com to conduct transactions. Such risks shall include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each Associate agrees that AgBASE shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

4.4  Associates are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of www.agbase.com, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

4.5  Associate agrees to provide all information and materials as may be reasonably required by AgBASE in connection with its transactions made via the transactional platform on www.agbase.com.  AgBASE has the right to suspend or terminate any Associate’s Account if the Associate fails to provide the required information and materials.

4.6  In the event that any Associate has a dispute with any party to a transaction, such Associate agrees to release and indemnify AgBASE (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction. 

5. Use of Discussion Boards on www.agbase.com

5.1 AgBASE may provide its Associates use of discussion boards on www.agbase.com free of charge to promote and encourage open, honest and respectful communication between all of our Associates. The discussion boards on www.agbase.com shall not be used as a marketing platform by Associates and Associates shall not post any information relating to trade leads, promotion of their products or their company profile.

5.2 Each Associate acknowledges that all data, text, software, music, sound, photographs, graphics, video, messages or other materials ("content"), whether publicly posted or privately transmitted through a discussion board on www.agbase.com, are the sole responsibility of such Associate from whom the content originated. This means that the posting Associate, and not AgBASE, is entirely responsible for all content that is uploaded or posted via our discussion boards on www.agbase.com. AgBASE does not control the content posted via discussion boards and therefore does not guarantee the accuracy, integrity or quality of such content.

5.3 AgBASE reserves the right to delete or edit any postings in its sole discretion without prior notice. AgBASE may monitor posting activities of any Associate who is in breach of this Agreement and may restrict their ability to post messages on the discussion boards on www.agbase.com. Under no circumstances will AgBASE be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of the discussion boards by such Associate. Each Associate agrees to evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness. Each Associate understands that by using the AgBASE discussion boards on www.agbase.com, such Associate may be exposed to content that is offensive, indecent or objectionable.

5.4 Without prejudice to each Associate's responsibilities under Clause 3 of this Agreement, each Associate agrees not to use the discussion boards on www.agbase.com to:

5.4.1 upload, post or e-mail any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

5.4.2 harm minors in any way;

5.4.3 impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any content;

5.4.4 "stalk" or otherwise harass another;

5.4.5 collect or store personal data about other users;

5.4.6 upload, post or e-mail any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;

5.4.7 upload, post or e-mail any content that infringes any intellectual property rights or other legitimate rights of any party;

5.4.8 upload, post or e-mail any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", or any other form of solicitation;

5.4.9 upload, post or e-mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

5.4.10 upload, post or e-mail any content that contains a complaint regarding AgBASE's services or refers to such a complaint on www.agbase.com or to any other Associates; any such complaint must be directed to the customer service e-mail on www.agbase.com; or

5.4.11 violate any applicable national or internal laws or regulations.

5.5 Each Associate acknowledges that AgBASE does not pre-screen content but that AgBASE shall have the right (though not the obligation) in its sole discretion to move, modify or remove any content that is posted or uploaded on the discussion boards on www.agbase.com.

5.6 Each Associate grants to AgBASE a perpetual, world-wide, royalty-free irrevocable, non-exclusive license (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content (in whole or part) such Associate uploaded, posted or e-mailed and/or to incorporate such content in other works in any form, media or technology now known or developed.

5.7 Each Associate shall indemnify and hold AgBASE and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any content such Associate uploaded, posted or e-mailed on or through the discussion boards on www.agbase.com, such Associate's use of the discussion boards on www.agbase.com, or such Associate's breach of the provisions set out in Clause 5.4.

5.8 On being made aware of any such breaches, AgBASE may ban, delete or prohibit any content that relates to those breaches or that AgBASE in its sole discretion consider to be harmful to the public or the rights of AgBASE or any of its affiliates, licensors, partners or Associates.

5.9 AgBASE reserves the right to take whatever action it deems necessary to prevent an Associate's breach of Clause 5.4 including the following:

5.9.1 Issue a warning letter to the relevant Associate (where the breaches are deemed by AgBASE to be minor); or

5.9.2 ban the relevant Associate from discussion boards on www.agbase.com (where the breaches are deemed by AgBASE to be major).

All incidents will be logged and AgBASE's decision shall be final in all such cases.

5.10 All information and/or other content posted on www.agbase.com by the AgBASE service team or by Associates or third party partners is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice or a legal opinion. Associates are encouraged to seek independent professional advice in such situations.

6. Limitation of Liability

6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND AGBASE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGBASE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH WWW.AGBASE.COM.

6.3 Any material downloaded or otherwise obtained through the use of the Service is done at each Associate's sole discretion and risk and each Associate is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Associate from AgBASE or through or from the Service shall create any warranty not expressly stated in this Agreement.

6.4 Www.agbase.com may make available to User services or products provided by independent third parties.   No warranty or representation is made with regard to such services or products.   In no event shall AgBASE and its affiliates be held liable for any such services or products.

6.5 Under no circumstances shall AgBASE be held liable for an delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

6.6 AgBASE shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:

a)  The use or the inability to use the Service;

b)  Any defect in goods, samples, data, information or services purchased or obtained from an Associate or a third-party service provider through www.agbase.com;

c)  Unauthorized access by third parties to data or private information of any Associate;

d)  Statements or conduct of any user of www.agbase.com; or

e)  Any other matter relating to the Service however arising, including negligence.

6.7 Notwithstanding any of the foregoing provisions, the aggregate liability of AgBASE, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Associate for all claims arising from the use of the Service or www.agbase.com shall be limited to HK$100. The preceding sentence shall not preclude the requirement by the Associate to prove actual damages. All claims arising from the use of the Service must be filed within one (1) year from the date the cause of action arose.

7. Intellectual Property Rights

7.1 AgBASE is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with AgBASE or its affiliates. All rights not otherwise claimed under this Agreement or by AgBASE are hereby reserved.

7.2 "AGBASE" and related icons and logos are registered trademarks or trademarks or service marks of AgBASE, Inc. are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use and publication of these marks are strictly prohibited.

8. General

8.1 This Agreement and the Terms of Use constitute the entire agreement between the Associate and AgBASE with respect to and governs the use of the Service, superseding any prior written or oral agreements in relation to the same subject matter herein.

8.2 AgBASE and the Associate are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

8.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

8.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

8.5 AgBASE's failure to enforce any right or failure to act with respect to any breach by an Associate under this Agreement will not waive that right nor waive AgBASE's right to act with respect with subsequent or similar breaches.

8.6 AgBASE shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of AgBASE). The Associate may not assign, in whole or part, this Agreement to any person or entity.

8.7 This Agreement shall be governed by the laws of the State of Washington, USA, without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of the State of Washington, USA.

8.8 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.