Terms & Conditions
MEMBER AGREEMENT
THIS AGREEMENT made as of this 15th day of Febuary, 2005, but shall be deemed to be made as of the date a person accesses the web site http://www.directagsales.com ("Site") and connecting links therefrom or thereto.
BETWEEN:
Direct-AG Services Ltd.
(herein referred to as "Direct-AG Services")
OF THE FIRST PART,
-and-
EACH AND EVERY PERSON WHO USES THE INFORMATION ON THE WEB SITE http://www.directagsales.com
and connecting links therefrom or thereto
(herein referred to as the "Members")
OF THE SECOND PART.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises herein set out, and in consideration of other good and valuable consideration paid by Direct-AG Services to each Member, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:
1. Agreement
a. This Agreement describes the terms and conditions applicable to your use of our services at the Site. BY USING THIS SITE, YOU AUTOMATICALLY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions about this Agreement contact us at: info@directagsales.com
b. References to "us, our, or we" in this Agreement means Direct-AG Services. References to you or your in this Agreement means each and every person who agrees to be bound by this Agreement.
2. Our Site is only a Venue
Our Site acts as the venue for sellers to list goods (or, as appropriate, solicit offers to buy) and buyers to purchase goods. We are not involved in the actual transaction between buyers and sellers. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. We cannot ensure that a buyer or seller will actually complete a transaction.
3. Safe Trading
Because a person's authentication on the Internet is difficult, we cannot and do not confirm each Member's purported identity. We encourage you to communicate directly with potential trading partners. You may also wish to consider using a third party escrow agent.
4. Membership Eligibility
Our services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors. If you do not qualify, please do not use our services. Further, our services are not available to temporarily or indefinitely suspended Members.
5. Fees and Services
Joining and using our services is pursuant to our fees which are available at http://www.directagsales.com and is incorporated by reference. We may change the fees for our services from time to time. Our changes are effective after we provide you with at least fourteen (14) days notice of the changes by posting the changes on the website. When you list an item you have an opportunity to review and accept the fees that you will be charged for the use of our listing services. 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 Canadian Dollars. You are responsible for paying all fees associated with using our service and our Site and all applicable taxes.
6. Offers and Buying
Our site acts as a venue for sellers and buyers to contact each other. Sellers and buyers are to enter into their own contractual arrangements of purchase and sale without involvement from us.
7. Listing and Selling
Listings may only include text descriptions which you supply to our Site (or that you link to or from our Site) that describe your item for sale (or as appropriate, for which you are soliciting offers to buy.) All listed items must be listed in an appropriate category.
8. Release
Because we are not involved in the actual transaction between buyers and sellers, in the event that you have a dispute with one or more Members, you release Direct-AG Services Ltd. (and our officers, directors, agents, subsidiaries 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.
9. Information Control
We do not completely control the information provided by other Members which is made available through our system. You may find other Member's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using our Site. Please note that there are also risks of dealing with foreign nationals, underage persons, persons acting under a legal disability, or persons acting under false pretense.
10. Fraud
Without limiting any other remedies, we may suspend or terminate your right to use the services offered by our Site if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our Site.
11. Manipulation
Neither buyers nor sellers may manipulate the price of any item nor may you interfere with other Member's listings or auctions.
12. Your Information
"Your Information" is defined as any information you provide to us or other Members in the registration or listing process, in any public message area or through any e-mail feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. Your Information (or any items listed therein):
a. shall not be false, inaccurate or misleading;
b. shall not be fraudulent or involve the sale of counterfeit or stolen items;
c. shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
d. shall not violate any law, statute, ordinance or regulation (including without limitation those governing trades in securities, export control, consumer protection, unfair competition, anti-discrimination or false advertising);
e. shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing;
f. shall not be obscene or contain child pornography;
g. shall not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
h. shall not create liability for us or cause us to lose (in whole or in part) the services of our suppliers; and
i. shall not link directly or indirectly to or include descriptions of goods or services that:
1. are prohibited under this Agreement; or
2. are identical to other items you have up for auction but are
priced lower than your item's reserve bid or
minimum bid amount.
3. are currently listed on a web site other than our site; or
4. you do not have a right to link to or include.
13. Compliance with Laws
We agree to comply with all applicable laws. You may not list any item on our Site (or consummate any transaction that was initiated using our service) that, by paying to a fee, could cause us to violate any applicable law, statute, ordinance or regulation. You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your listing, purchasing, solicitation of offers to purchase, and sale of items.
14. Right to use Your Information
To enable us to use the information you supply to us, 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, sub-licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information.
15. Breach
Without limiting other remedies, we may immediately 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; or,
b. we are unable to verify or authenticate any information you provide to us; or,
c. we believe that your actions may cause legal liability for you, our Members or us.
16. No Warranty
We and our suppliers provide our Site and services "as is" and without any warranty or condition, express, implied or statutory. We and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some provinces or 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 which vary from province to province and state to state.
17. Limited Liability
In no event shall we 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, without limitation, negligence.) Our liability, and the liability of our 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) $150.00. Some provinces or states do not allow the limitation of liability, so the foregoing limitation may not apply to you.
18. Access and Interference
Our Site may contain robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained therein without our prior express written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of our Site or any auction being conducted on our Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our Site is updated on a real time basis and is proprietary or is licensed to us by our Members or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our Site without the prior expressed written permission of us or the appropriate third party.
19. Indemnity
You hereby agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable legal fees and disbursements 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.
20. No Agency
You and we are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
21. Notices
Except as explicitly stated otherwise, any notices shall be given by postal mail to Direct-AG Services Ltd., Box 1024, Glenwood AB. T0K 2R0 (in the case of us) or to the e-mail address you provide us during the registration process (in your case). Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified or registered mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 4 business days after the date of mailing.
22. Arbitration
Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by a single arbitrator in accordance with The Arbitration Act (Alberta) Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Lethbridge, Alberta and judgement on the arbitration award may be entered into any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in Lethbridge, Alberta necessary to protect the rights or property of you or us pending the completion of arbitration.
23. Alberta Law
This Agreement shall be governed in all respects by the laws of the Province of Alberta as such laws are applied to agreements entered into and to be performed entirely within Alberta between Alberta residents. You and we hereby attorn to the non-exclusive jurisdiction of the courts within Alberta.
24. Force Majeure
We do not guarantee continuous, uninterrupted or secure access to our services. The operation of our Site may be interfered with by numerous factors outside of our control.
25. Invalidity of Certain Provisions Do Not Affect Other Provisions
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.
26. Headings
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
27. Waiver of a Breach Does Not Affect Future Breaches
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.
28. Entire Agreement / Amendment to Agreement
This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. We may amend this Agreement at any time by posting the amended terms on our Site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on our Site. This Agreement may not be otherwise amended except in writing signed by you and us.
29. Survival of Terms
The terms of this Agreement, including, without limitation, all releases and indemnities given in this Agreement by you to us, survive any decision by us to temporarily or indefinitely suspended you or any other Member.
