THE FOLLOWING DESCRIBES THE TERMS ON WHICH CODESELLERS OFFERS YOU ACCESS TO ITS SITE OR SERVICES.
Welcome to the Site User Agreement (the "Agreement" or "User Agreement") for CodeSellers.com ("CodeSellers"). This Agreement describes the terms and conditions applicable to your use of our site services available under the domain and sub-domains of www.CodeSellers.com (the "Site"). If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our site or our services.
1. Membership Eligibility.
Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended CodeSellers Affiliates, or Buyers (hereinafter “Buyers” or site “Users”). If you are a under the age of 18, you can use this service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our Site. Further, your CodeSellers account and User ID may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.
2. Fees and Services.
Joining CodeSellers as an Buyer, Affiliate, or User is free. We collect payment for items sold through our Site from the Buyers of the item. These payments are not included in any disbursement to the selling Affiliate and are not refundable. Affiliate fees are published at the time an item is listed for sale, or purchased, and listing or purchasing an item constitutes acceptance of these fees. We may change our Fees and Credits Policy and the fees for our services from time to time. Our changes to the policy are effective immediately upon posting the change on the Site. However, we may choose to temporarily change our Fees and Credits Policy and the fees for our services for promotional events and such changes are effective when we post the temporary promotional event on the Site. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all applicable taxes.
3. CodeSellers Responsibility.
3.1 Identity Verification. We use many techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, CodeSellers cannot and does not confirm each user's purported identity. We encourage you to communicate directly with any party through the tools available on the Site or other means. You may also wish to consider using a third party escrow service or services that provide additional user verification.
3.2 Release. In the event that you have a dispute with one or more users, you release CodeSellers (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You waive any civil code which says or implies “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You agree that all sales are final.
3.3 Information Control. We do not control the information provided by other users that is made available through our system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe habits when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and CodeSellers is not responsible for the acts or omissions of users on the Site.
As a buyer, you are obligated to complete the transaction with the Affiliate, unless the item is prohibited by law or by this Agreement. By purchasing an item you agree to be bound by the conditions of sale included in the item's description so long as those conditions of sale are not in violation of this Agreement or unlawful. Unless you and the Affiliate agree otherwise, you will become the item's lawful owner upon physical receipt of the item from the Affiliate. Purchases are not retractable except in exceptional circumstances, such as: when the Affiliate materially changes the item's description after you purchase the item; a clear typographical error is made; you cannot authenticate the Affiliate's identity; or when the Affiliate does not deliver said product. If you choose to purchase mature audience items or items that are restricted to adult use, you are certifying that you have the legal right to purchase such items.
5.1 Listing Description. You must be legally able to refer parties to CodeSellers.com
5.2 Fraud. Without limiting any other remedies, CodeSellers may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
5.3 Manipulation. Neither you, Buyers nor Affiliates may manipulate the price of any other item nor may you interfere with other user's transactions.
6. Your Information.
6.1 Definition. "Your Information" is defined as any information you provide to us or other users in the registration, listing process, in any public message area or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.
6.2 Restricted Activities. Your Information (or any items listed) and your activities on the Site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be listed only in the Mature Audiences category and shall be distributed only to people legally permitted to receive such content; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement; (bb) are identical to other items you have up for sale but are priced lower than your item's reserve or minimum price; (cc) you do not have a right to link to or include. Furthermore, you may not list any item on the Site (or consummate any transaction that was initiated using our service) that, by paying to us the listing fee, could cause us to violate any applicable law, statute, ordinance or regulation, or that violates our policies.
6.3 License. Solely to enable CodeSellers to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in your User information, in any media now known or not currently known, with respect to your User information. CodeSellers will only use your information in accordance with our written policies.
7. Access and Interference.
Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to CodeSellers by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of CodeSellers and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iv) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
8. Integrity. You may not take any actions that may undermine the integrity of any of our clients, customers, or data systems. We may limit the number of items you may sell or purchase on the Site based upon feedback we receive. We reserve the right to suspend your access to our site at any time for any reason, and to refuse service.
Without limiting other remedies, we may limit your activity, immediately remove your item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and we only use your information as described herein. We view protection of users' privacy as a very important community principle. We understand clearly that you and your information is one of our most important assets. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. We use third parties to verify and certify our privacy principles. If you object to your Information being transferred or used in this way please do not use our services.
11. No Warranty.
WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
12. Liability Limit.
IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, Affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
14. Legal Compliance.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your purchase on, listing, sale, solicitation of offers to purchase, and sale of items.
15. No Agency.
You and CodeSellers are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to CodeSellers Attn: Legal Department at the address herein above detailed (in the case of CodeSellers) or to the email address you provide to CodeSellers during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to CodeSellers during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
17. Resolution of Disputes. In the event a dispute arises between you and CodeSellers, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and CodeSellers agree that any claim or controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.
17.1 Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or CodeSellers may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
17.2 Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Wisconsin or where the defendant is located (in our case Wisconsin, and in your case your home address or principal place of business). You and CodeSellers agree to submit to the personal jurisdiction of the courts located within the boundaries of Wisconsin.
17.3 Alternative Dispute Resolution. Alternatively, CodeSellers will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Wisconsin or another location mutually agreed upon by the parties.
All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the first party to file a Claim. Should either party file an action contrary to this Section 17, the other party may recover attorneys' fees and costs up to $1000, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.
18. Additional Terms.
This Agreement shall be governed in all respects by the laws of the State of Wisconsin as such laws are applied to agreements entered into and to be performed entirely within Wisconsin between Wisconsin residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by CodeSellers in accordance with Section 16 "Notices", in our sole discretion, Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 2 (Fees and Services) with respect to fees owed for our services, 3.4 (Release), 6.3 (License), 7 (Access and Interference), 12 (Liability Limit), 13 (Indemnity) and 17 (Resolution of Disputes) shall survive any termination or expiration of this Agreement.
It is your responsibility to review this Site User Agreement from time to time to be informed of any changes to this agreement. Use of this Site in any way constitutes your acceptance of this Site Usage Agreement.