Buddy Tech US Limited - Terms and Conditions

PLEASE REVIEW THESE T&CS CAREFULLY. By accepting these T&Cs, you have agreed to be bound by these T&Cs, including any updates or revisions posted here or otherwise communicated to you by Buddy. If you do not agree with these T&Cs, you may not use the Platform or receive the Services, and the Order Form between you and Buddy shall be deemed terminated in accordance with Section 14 of these T&Cs.

THESE T&CS REQUIRE FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE T&CS, OR YOUR ACCESS TO OR USE OF OUR PLATFORM OR THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE T&CS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 15 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

If you are entering these T&Cs or using the Platform or receiving the Services on behalf of an entity or other organization, references to “you” are to such entity or organization and you are accepting these T&Cs for that entity or organization and representing to Buddy that you have the authority to bind that entity or organization to these T&Cs.

Definitions
1. “Accepted Offer Price” means the price offered by a Buyer and accepted by a Seller.
2. “Account” means an account accessible to the individual or entity who signed up to our Platform, under which Authorized Users may be granted access.
3. “Agent” means a user of the Platform who facilitates transactions between Sellers and end consumers, without taking ownership of the Goods.
4. “Authorized User” means, if you are an entity or other organization, your employees and contractors who are authorized by you to access and use the Platform on your behalf.
5. “Business Day” means a day on which banks are open for general banking business in Austin, Texas, excluding Saturdays, Sundays, and public holidays.
6. “Buddy Policies” means the Usage Policy and the Privacy Policy as described in Section 2.
7. “Buyer” means any buyer of Goods registered on our Platform and includes any Agents.
8. “Commencement Date” shall have the meaning set forth in your Order Form or, if you do not have an Order Form, the date on which you first accessed the Platform or received the Services.
9. “Commission Fee” shall mean the fee paid by the Buyer to us for each sale of Goods (as may be set forth in an Order Form or otherwise agreed to between such Buyer and Buddy).
10. “Content” means all Data (as defined below) that you or your Authorized Users provide, submit, upload, email, transmit, or otherwise make available through the Platform or to Buddy, either directly or indirectly.
11. “Data” means all information, data, text, documents, and other materials accessible or provided, either directly or indirectly, through the Platform.
12. “Force Majeure Event” means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionizing radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
13. These Terms and Conditions (these “T&Cs”) set forth legally binding terms between the customer who has clicked “I Accept” or a similar button or checkbox associated with these T&Cs, or whose name appears on an applicable Order Form (defined below) regarding access to the Platform and receipt of Services (“you” or “your”) and Buddy Tech US Limited, a Delaware corporation (“Buddy”, “we”, “us”, and “our”), (your “Order Form”, and collectively with these T&Cs, any applicable Order Form and the Buddy Policies, this “Agreement”), and are effective as of the Commencement Date. All capitalized terms used but not defined herein may have the meanings assigned to them in your Order Form, as applicable. You acknowledge and agree that no term in any order or other instrument entered into between you and any reseller of Buddy will modify this Agreement unless previously consented to in writing by Buddy.
14. Buddy may, at its discretion, update these T&Cs at any time. You can access and review the most current version of these T&Cs at the URL for this page or by clicking on the T&CS.
15. “Goods” means the commodities being bought and sold through our Platform.
16. “Intellectual Property Rights” or “Intellectual Property” means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trademarks, domain names, know-how, inventions, processes, trade secrets or confidential information, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
17. “Law” means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licenses, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement.
18. “Liability” means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
19. “Listing” means a Seller’s listing of available Goods on our Platform.
20. “Live Price” means the live market price feature on our Platform which gives an indicative figure at that point in time as to the relevant market price for a Good traded on our Platform.
21. “Offer” means the offer for the Goods, presented by a Buyer to a Seller through the Platform in response to a Listing.
22. “Onboarding Fee” means any fee charged by us to you for undertaking a Verification or Vetting Process.
23. “Order Form” means each (i) mutually agreed upon order on Buddy’s order form template, or (ii) order or other instrument issued by a Buddy reseller, that provisions and specifies your use of the Platform and Buddy’s provision of Services (including any online forms).
24. “Partner” means any of our third-party partners who can provide their services to you as part of this Agreement and when using our Platform, including but not limited to our partners in FOREX, trade finance, and freight.
25. “Party” means each one of you or us, and “Parties” means you and us together.
26. “Personal Information” means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
27. “Personnel” means, in respect of a Party or User, any of its employees, consultants, suppliers, subcontractors or agents, but does not include the other Party or such User.
28. “Platform” means our platform, “Buddy,” for connecting Sellers and Buyers of Goods, as further defined in the Usage Policy.
29. “Seller” means any seller of Goods registered on our Platform.
30. “Services” means the services we provide to you, as detailed in Section 2 and your Order Form.
31. “Trade” means the trade as between a Buyer and Seller on the Platform, for the sale of a commodity Good from the Seller to the Buyer for an agreed price.
32. “User” means a Buyer or Seller, other than you or your Authorized Users, who uses the Platform.
33. “Yard App” means the part of the Platform that allows Users to manage and complete key tasks related to shipping Goods.
34. “Verification or Vetting Process” means a process through which we verify or vet Buyers or Sellers and the Goods being offered. A Verification or Vetting Process may include, but not be limited to, inspection of identification information, sites and facilities, or any other information reasonably required by us.
35. “Verified User” means a Buyer or Seller who has gone through a minimal Verification or Vetting Process to have their identity verified.
36. “Vetted User” means a Buyer or Seller who has gone through a more thorough Verification or Vetting Process than a Verified User.‍
  ‍
Buddy Policies ‍
1. Usage Policy. In addition to this Agreement, your receipt of the Services and access to our Platform is contingent upon you and your Authorized Users’ compliance with the terms of use governing you and your Authorized Users’ receipt of the Services and access to our Platform provided by us at Usage Policy, which may be amended by us from time to time (the “Usage Policy”) which is hereby incorporated into these T&Cs, provided that:
  1. You are responsible for ensuring that all your Authorized Users agree in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to you; and you remain fully responsible and liable for any and all acts or omissions by such Authorized Users related to this Agreement as if such acts or omissions are committed by you; and
  2. You and your Authorized Users’ use is only in furtherance of you exercising your rights granted and fulfilling your obligations set forth herein.‍
2. Privacy Policy. The Buddy Privacy Policy, available here (“Privacy Policy”), describes how Buddy processes certain information provided in connection with the access to and usage of the Platform.. As applicable, you acknowledge and agree that by accessing or using the Platform, Buddy may receive certain information about you, including personal data, as set forth in the Privacy Policy, and Buddy may collect, use, disclose, store, share, transfer and process such personal data in accordance with such Privacy Policy, which may be amended
Services
1. Provision of Services. In consideration for you using our Platform, we will provide the Services as outlined in the Order Form and in accordance with this Agreement.
2. Non-exclusivity. Nothing within this Agreement creates an exclusive agreement between you and us, and you acknowledge and agree that we may work with multiple Users, some of which may be commercial competitors to you.
3. Your Responsibilities. You agree to provide all reasonable and timely cooperation as required by us for the performance of the Services. You will be responsible for, and assume the risk of, any problems resulting from, the content, accuracy, completeness and consistency of all any data, materials and information supplied by you. You agree to provide, at no charge to us, all information, materials, consents, networks or systems required for us to perform the Services, including without limitation, anything required by your Order Form. We shall not be liable for any delay caused by your failure to comply with this Section. If we inform you of such failure, and you do not cure such failure within five (5) days, then (a) we may terminate any incomplete Services; and (b) in addition to any fees with respect to such Services, you will pay all actual costs incurred by us in connection with the cancelled Services, provided that we will make commercially reasonable efforts to mitigate such costs, which will not exceed the total fees applicable to such Services.‍
4. Manner of Performance. We may replace or change employees and subcontractors in its sole discretion with other suitably qualified employees or subcontractors. We shall have sole discretion and control over the work of all our employees and subcontractors and the manner in which it is performed. We will arrange the schedule or performance of the work in compliance with the relevant Order Form and will handle all details and logistics of performance.‍
License Grant ‍
1. Grant. Subject to and conditioned on your and your Authorized Users’ compliance with this Agreement and the Buddy Policies, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable license solely to access the Platform during the term of this Agreement. Your access to our Platform and receipt of the Services must further comply with all usage guidelines applicable thereto which may be posted or made available by us from time to time.‍
2. Accounts. To access and use the Services, you and your Authorized Users will need to create an Account.
  1. Buddy may request further information from you, including personally identifiable information, in order to authenticate your Account. If you are an Authorized User, we may require that your employer or contracting entity authorize, set up, or otherwise authenticate your Account.
  2. You and all of your Authorized Users must have unique, individual Accounts, and may not share access to your Account with anyone, even other Authorized Users in your organization. You are fully responsible for all activities that occur through all Accounts associated with you, even if such activities were not authorized by you.
  3. You shall be solely responsible for protecting the confidentiality of credentials associated with and all activities undertaken using your Account. In the event that you become aware of any unauthorized access to or use of the Platform through your Account, you shall promptly give written notice to us of such breach and make reasonable efforts to eliminate it. You shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to and use of the Platform through your Account. All such measures shall comply with prevailing industry standards but in no case consist of less than a reasonable degree of care.
  4. We may suspend your, or your Authorized Users’, access to our Platform where we reasonably believe there has been any unauthorized access to or use of our Platform. If we suspend your, or your Authorized Users’, access to our Platform, we will let you know within a reasonable time of doing so and will work with you to resolve the matter. If we cannot resolve the matter, then we may terminate your, or your Authorized Users’, Account.‍
Proprietary Rights
1. License to Content You Upload. You hereby grant Buddy and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made all Content (in any form and any medium, whether now known or later developed) that you provide in connection with the Platform to the extent necessary for Buddy to exercise its rights granted and fulfill its obligations set forth herein.Feedback. If you elect to provide or make available to Buddy any suggestions, comments, ideas, improvements or other feedback relating to the Platform as provided through the Platform or otherwise (“Feedback”), Buddy shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made use, sublicense, sell, lease, rent, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.
2. ‍Ownership of the Platform. The Platform and the Services are licensed, not sold or assigned, and Buddy retains and reserves all rights not expressly granted in this Agreement. You acknowledge and agree that, as between you and Buddy, Buddy and its licensors own all right, title, and interest (including all intellectual property rights) in and to the Platform and all Data, excluding your Content. The Platform is protected by U.S. and international copyright and other intellectual property laws and treaties. ‍
3. Aggregated Data. Notwithstanding anything to the contrary, Buddy shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including information concerning your Content and data derived therefrom) (“Aggregated Data”), and Buddy will be free (during and after the term of this Agreement) to: (i) use Aggregated Data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other Buddy products and services; and (ii) disclose Aggregated Data solely in de-identified form in connection with Buddy’s business, products and services. Buddy shall own all right, title, and interest in and to the Aggregated Data. ‍
4. Trademarks. Except as expressly authorized herein, you may not use “Buddy” or any of Buddy’s names, brands, trademarks, service marks or logos that Buddy makes available on the Platform (“Marks”). Buddy claims trademark protection over all such Marks. You will not remove or alter the Marks or any proprietary notices on or within the Platform. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Buddy. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use will insure to Buddy’s benefit.
5. Feedback. If you elect to provide or make available to Buddy any suggestions, comments, ideas, improvements or other feedback relating to the Platform as provided through the Platform or otherwise (“Feedback”), Buddy shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made use, sublicense, sell, lease, rent, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.
Your Obligations
1. Legal Compliance. You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Goods are sold, delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
2. Non-Circumvention of Platform. If you, as a Buyer, become aware of a specific parcel of Goods through your access to the Platform, you agree that you will not solicit, or attempt to solicit, the Seller to sell you such Goods outside of the Platform, even if you have a pre-existing relationship with the Seller. For the avoidance of doubt: (i) if the Seller independently contacts you as a Buyer regarding the sale of such Goods outside of the Platform without you having initiated contact with the Seller regarding such Goods, then you may buy such Goods from the Seller outside of the Platform; and (ii) this Section 6.2 does not restrict your ongoing relationships, pre-existing trade arrangements or other transactions which may be initiated by any Seller through other sales channels. ‍
3. Agent. If you are an Agent, you must clearly disclose to all Sellers that you are acting as an Agent and not as a principal in each transaction. You agree that you are responsible for accurately representing the interests of the end-consumer you are instructed to act on behalf of and you must ensure that all end-consumers you represent are made aware of and agree to comply with the relevant terms of this Agreement.
Verification or Vetting
1. Process. We may require you, or you may elect, to go through a Verification or Vetting Process. You agree to cooperate with the Verification or Vetting Process and assist us with completing this as efficiently as possible, and where we require access to your premises in order to complete the Verification or Vetting Process and provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
  1. Our Verification or Vetting Process is subject to change from time to time at our sole discretion. You may request further information on our Verification or Vetting Process at any time by submitting a request in writing. We are committed to ensuring that our Verification or Vetting Process contains reasonable criteria and shall be applied uniformly to you and all Users.
  2. After completion of the Verification or Vetting Process, should we consider, in our absolute and sole discretion, that we do not wish to engage with you further as a Buyer or Seller, we will advise you as such within ten (10) Business Days of completing the Verification or Vetting Process. Our decision is final, and you acknowledge and agree we do not have to provide any further information in relation to same.
  3. At our discretion, we may undertake the Verification or Vetting Process on more than one occasion during the term of this Agreement. You agree to assist in any further Verification or Vetting Processes that we determine are required. Should you fail to pass the Verification or Vetting Process at any time we are entitled to terminate this Agreement in accordance with Section 14.
2. User Status. You acknowledge and agree that a User’s status as a Verified User or Vetted User is indicative of such User and their site at a certain point in time and is an accurate reflection of the assessment completed on that day. We make no warranties or representations as to the User after the Verification or Vetting Process has been completed or with respect to any information that was not provided to us, and we recommend you complete your own due diligence and investigations to ensure you are comfortable proceeding with any particular Trade. You may not rely on the results of any Verification or Vetting Process and such all such results are provided “as is”.
‍Fees ‍
1. Payment. You shall pay all agreed upon fees as set forth on the Platform, in any order confirmation page, and in your Order Form, including but not limited to such Onboarding Fees or Commission Fees as may be applicable, in accordance with the terms set forth herein or as otherwise set forth in your Order Form.
2. Payment Terms and Third Party Providers. All payments will be made in United States dollars and are non-refundable and non-cancelable. You hereby acknowledge and (i) agree that we use or may use a third-party payment provider in connection with its collection of fees, (ii) agree that we will not be responsible for any payments as a result of your failure to provide up-to-date and accurate information to any such third-party payment provider, and (iii) authorize us and our third-party payment processors to charge all fees to your chosen payment method. ‍
3. Late Payments. If you fail to pay any past due invoice, we may revoke or suspend your Account until such time as you bring your Account completely current. We may charge interest on all past due invoices at a rate of 1.5% per month or the highest rate allowed by applicable law, whichever is lower. ‍
4. Taxes. All fees exclude any and all taxes and similar fees now in force, enacted or imposed in the future on the transaction, delivery of the Services, including any sales, use or value added taxes, goods and services tax, consumption tax, customs duties or similar charges (collectively, “Taxes”), but excluding withholding taxes and taxes solely based on our net income, and you shall be responsible for payment of all such Taxes, and any related penalties and interest arising from the payment of such amounts.‍
5. Commission Fee Adjustments. As a Buyer, should your final payment to any Seller be adjusted and confirmed by both you and the Seller, we will adjust the Commission Fee accordingly in our records and provide you with a credit for any difference owing to you, to be put toward your next Trade. We reserve the right to request additional written evidence from you regarding any such adjustment in order to confirm the credit amount, and you hereby agree to comply with any such requests.
Relationship between You and Users
1. Transactions Are Between Users; Release. Our Platform may be used to help obtain or offer Goods and to facilitate payment for such Goods. However, all terms and agreements related to Trades are solely between Buyers and Sellers, including, but not limited to, terms related to payment, taxes and tariffs, and shipping. We hereby expressly disclaim, and you hereby expressly release us and our affiliates from, any and all Liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any way related to disputes, dealings, or interactions between you and any Users or third parties. ‍
2. User Disputes. Any dispute between you and a User is outside the scope of this Agreement. You agree we are not responsible in any way for the contracts or conduct of the Users on or off our Platform, and you agree we are unable to assist in the settlement of any disputes between you and any other User or third party.‍
Third Parties ‍
1. Shipping. Our Platform provides the ability to track shipping and receive updates on delivery times through one of our Partners. You acknowledge and agree we have no liability in relation to the tracking information provided and the accuracy of the same.‍
2. Partners. You understand and agree that we may make products, services, and data (each, a “Partner Offering”) available to you from our Partners for use in connection with the Platform and/or Services. You agree that any use by you or any Authorized User of any such Partner Offering may be subject to a separate agreement with such Partner, which will govern your and your Authorized Users’ use of such Partner Offering. We make no warranties of any kind and assume no liability whatsoever for your or any Authorized User’s use of (or inability to use) any Partner Offerings, which are made available by us “AS IS", “AS AVAILABLE” AND WITH ALL FAULTS.‍
3. Third Party Integrations. The Platform may enable integrations between the Platform and certain third party products or services (“Third Party Integrations”). You hereby represent and warrant that you shall have all rights and licenses necessary for Buddy to enable or utilize a Third Party Integration, including through the use of any applicable application programming interface (“API”) which is provided by a third party provider. If you enable or utilize a Third Party Integration, you acknowledge that Buddy may allow the third party provider of such Third Party Integration (the “Third Party Provider”) to access your Content to the extent required for the interoperation of such Third Party Providers with the Platform. Buddy will not be responsible for any disclosure, modification, or deletion of any Data, including your Content, resulting from any such access by Third Party Providers. You are responsible for providing any and all instructions to such Third Party Providers about the use and protection of such your Content.‍
4. Live Price. Our Platform has a Live Price feature. You acknowledge and agree that this is an external feature that is subject to change at all times, is outside of our control, and that the Live Price may differ from the Accepted Offer Price. You release us from any liability in relation to any variance in the Live Price from your Accepted Offer Price.‍
5. Taxes. You are responsible for paying any levies or taxes associated with your use of our Platform and for any Trades, for example sales taxes, value-added taxes or withholding taxes, and you shall reimburse us upon invoice for any such taxes or levies payable if we are required to pay them on your behalf. ‍
Warranties and Representations
1. Each Party represents and warrants that:
  1. it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business; and
  2. this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms.
2. You represent and warrant that:
  1. all information and documentation that you provide to us in connection with this Agreement is true, correct, and complete; and
  2. no insolvency events (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or creditors’ schemes of arrangement) affecting you or your property are occurring or are likely to occur.
Indemnification and Liability
1. Indemnification. You shall indemnify and hold us and our affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Buddy Parties”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third party claim, demand, or action due to (a) your Content and any other information you provide to us (whether in connection with a Verification or Vetting Process or otherwise); (b) your violation of this Agreement, any law or regulation, or any rights (including intellectual property rights) of another party; (c) any Trades you participate in; (d) any dispute between you and another User or third party related to any Trades or other arrangements related to your use of the Platform; or (e) your receipt of the Services or access to the Platform, except as expressly permitted in this Agreement.
2. Damage Waiver. THE BUDDY PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF THE BUDDY PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE BUDDY PARTIES’ AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM OR THE SERVICES EXCEED THE AMOUNT PAID BY YOU TO US FOR ACCESS TO THE PLATFORM OR SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE, OR IF NO SUCH AMOUNTS HAVE BEEN PAID, ONE THOUSAND DOLLARS ($1,000.00). ‍
3. Liability Limit. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Disclaimer of Warranties
1. Disclaimer. YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND UNLESS EXPLICITLY STATED OTHERWISE HEREIN, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.‍
2. No Implied Representations and Warranties. UNLESS EXPLICITLY STATED OTHERWISE HEREIN, WE MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES OR THE PLATFORM, INCLUDING ANY PARTNER OFFERINGS, WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES OR THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE PLATFORM OR SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.
Termination
1. Termination. Either Party may terminate this Agreement at any time.
2. Right to Modify Services. We reserve the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and we shall not be liable to you or any third party for any such modification or discontinuance;‍
3. Effect of Termination; Survival. Upon termination of this Agreement for any reason you agree (i) to complete any Trades that are underway; and (ii) that we shall not be liable to you or any third party for any termination of your Account or access to the Platform. Further: (a) we, in our sole discretion, may limit your Account access to what is necessary to complete any Trades that are underway and then terminate your Account; (b) you will immediately cease your use of the Platform and Services, except to the extent necessary to complete any Trades that are underway; and (c) any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination.
Binding Arbitration and Class Action Waiver
1. Binding Arbitration. ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
2. Arbitration Procedure. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Travis County, Texas, or if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
3. Class Action Waiver. WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN TRAVIS COUNTY, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
4. Injunctive Relief. Notwithstanding anything to the contrary, either Party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 15.‍
5. Effect of Changes. If we implement any material change to this Section 15, such change shall not apply to any claim for which you provided written notice to us before the implementation of the change.
General
1. Assignment. You may not transfer or assign this Agreement (including any benefits or obligations you have under this Agreement) to any third party without our prior written consent. We may assign or transfer this Agreement to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
2. Counterparts. This Agreement may be executed in any number of counterparts that together will form one instrument.
3. Electronic Execution This Agreement may be executed using an Electronic Signature.
4. Entire Agreement. This Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
5. Force Majeure. Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this Section:
  1. as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
  2. uses reasonable endeavors to minimize the duration and adverse consequences of the Force Majeure Event.
6. Further Assurance. Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
7. Governing law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas, without regard to conflict of laws principles. Each Party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any such action.
8. Illegal Requests. We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal, or otherwise non-compliant with this Agreement.
9. Nature of Legal Relationship. This Agreement does not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
10. Notices. Any notice you send to us must be sent to legal@tradebuddy.io Any notice we send to you will be sent to the email address registered against your Account. Notice will be deemed to have been served at the time of transmission in the case
11. Publicity. You agree that, unless you advise us in writing that you do not agree, we may advertise or publicize the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
12. Severance. If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
13. Subcontracting. We may subcontract the provision of any part of our Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
14. Third Party Sites. Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform. ‍
15. Waiver. Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.