FindWholesale.com Terms of Use and Notices

FindWholesale.com is a business networking service that allows Members to create Company profiles and post ads in order to find and communicate with similar business-to-business members. The Business Services offered by FindWholesale.com ("FindWholesale.com" or "we") include the FindWholesale.com Website (the "Website"), the FindShippers.com, HostingWebEcommerce.com, TradeFederation.com and any other features, content, or applications offered from time to time by FindWholesale.com in connection with the Website (collectively, the "Business Services").

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Business Services. By using the Business Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Website) or you are a "Member" (which means that you have registered with FindWholesale.com). The term "User" refers to a Visitor or a Member. You are only authorized to use the Business Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Website and discontinue use of the Business Services immediately. If you wish to become a Member, communicate with other Members and make use of the Business Services, you must read this Agreement and indicate your acceptance at the end of this document before proceeding to the Registration process.

This Agreement includes FindWholesale's policy for acceptable use of the Business Services and Content posted on the Website, your rights, obligations and restrictions regarding your use of the Business Services and FindWholesale's Privacy Policy.

FindWholesale.com may modify this Agreement from time to time and such modification shall be effective upon posting by FindWholesale.com on the Website. You agree to be bound to any changes to this Agreement when you use the Business Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on FindWholesale.com and that you provide to other Users. Your company's FindWholesale.com profile may not include the following items if you are a non-paid member: telephone numbers, street addresses, last names, emails, website and or otherwise objectionable subject matter. Your company profile may not contain inaccurate, inappropriate, products or services, and FindWholesale.com assumes no responsibility or liability for this material. If you become aware of misuse of the Business Services by any person, please contact complaint@FindWholesale.com.

FindWholesale.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including email) by you, or to restrict, suspend, or terminate your access to all or any part of the Business Services at any time, for any or no reason, with or without prior notice, and without liability.

Representations and Warranties. You represent, warrant and covenant that: (a) you have the power and authority to enter into this agreement; (b) you are at least eighteen (18) years old; (c) you shall not use any rights granted hereunder for any unlawful purpose; and (d) you shall use the Service only as set forth in the Terms of Service; (e) you will maintain the accuracy of such information;(e) your use of the Business Services does not violate any applicable law or regulation. Your Company profile & postings may be deleted and your Membership may be terminated without warning, if we believe that you are under 18 years of age, not a lawful registered business and have posted false and misleading information.

1.Term. This Agreement shall remain in full force and effect while you use the Business Services or are a Member. You may terminate your Membership at any time, for any reason. FindWholesale.com may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect. Membership begins once registration and payment have been received and verified by the FindWholesale.com or its registered agents. FindWholesale.com memberships are not refundable. Members should consider their choice of posting duration. No portion of the prepayment will be refunded should a member decide to delete his profile posting before it expires. In addition, if FindWholesale.com decides that you are in violation of our Terms of Use, any unused prepayment portion will not be refundable. All quarterly memberships are "auto-renewing," meaning that we will bill your credit card each quarter on the quarterly anniversary of your subscription, until you cancel. For example, if you subscribe on January 18, 2007, your next billing date is April 18, 2007.

2.Fees. You acknowledge that FindWholesale.com reserves the right to charge for the Business Services and to change its fees from time to time in its discretion. If FindWholesale.com terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

3.Passwords. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify FindWholesale.com immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

4.Business-to-Business Use by Members. The Business Services are for wholesale use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by FindWholesale.com. Illegal and/or unauthorized use of the Business Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website is prohibited. Commercial advertisements affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Business Services.

5.Proprietary/ Intellectual Rights in Content on FindWholesale.com.

1.This Web site, including but not limited to text, content, photographs, video, audio and graphics (the " Business Service"), is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. By displaying or publishing ("posting") any Content, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials (collectively, "Content") on or through the Business Services, you hereby grant to FindWholesale.com, a non-exclusive, fully-paid and royalty-free, worldwide license (with the right to sublicense through unlimited levels of sub licensees) to use, copy, modify, adapt, translate, publicly perform, publicly display, store, reproduce, transmit, and distribute such Content on and through the Business Services. This license will terminate at the time you remove such Content from the Business Services. You represent and warrant that: (a.) you own the Content posted by you on or through the Business Services or otherwise have the right to grant the license set forth in this section, and (b.) the posting of your Content on or through the Business Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Business Services.

2.The Business Services contain Content of FindWholesale.com ("FindWholesale.com Content"). FindWholesale.com Content is protected by copyright, trademark, patent, trade secret and other laws, and FindWholesale.com owns and retains all rights in the FindWholesale.com Content and Business Services. FindWholesale.com hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the FindWholesale.com Content (excluding any software code) solely for your business use in connection with viewing the Website and using the Business Services.

3.The Business Services contain Content of Business Users and other FindWholesale.com licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Business Services. You agree to protect the proprietary rights of FindWholesale.com and all others having rights in the Business Service during and after the term of this agreement and to comply with all reasonable written requests made by FindWholesale.com or its suppliers of content, equipment or otherwise ("Suppliers") to protect their and others' contractual, statutory and common law rights in the Service

6.Content Posted.

1.FindWholesale.com may delete any Content that in the sole judgment of FindWholesale.com violates this Agreement. FindWholesale.com assumes no responsibility for monitoring the Business Services for misleading or false content or conduct. If at any time FindWholesale.com chooses, in its sole discretion, to monitor the Business Services, FindWholesale.com nonetheless assumes no responsibility for the Content, no obligation to modify or remove any misleading Content, and no responsibility for the conduct of the business User submitting any such Content.

2.You are solely responsible for the Content that you post on or through any of our Business Services, and any material or information that you transmit to other Members and for your interactions with other Users. FindWholesale.com does not endorse and has no control over the Content. FindWholesale.com does not necessarily review content prior to posting. FindWholesale.com makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any products or information that you transmit to other Members.

7.Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Business Services. FindWholesale.com reserves the right to investigate and take appropriate legal action against anyone who, in FindWholesale's sole discretion, violates this provision, including without limitation, removing an unapproved communication from the Business Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of FindWholesale.com:

1.Promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

2.Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming" or email harvesting of information.

3. Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); 

4. Provides or solicits any telephone numbers, street addresses, last names, URLs or email addresses that is not part of your paid membership;

5. Promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

6.Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

7.Solicits passwords or personal identifying information for commercial or unlawful purposes from other Business Users;

8.Involves activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

9. You must be engaged in the wholesale business. No self-promotion of dummy websites, proxy sites, or other retail & wholesale sites without authorized permission.   

The following is a partial list of the kind of activity that is illegal or prohibited on the Website and through your use of the Business Services. FindWholesale.com reserves the right to investigate and take appropriate legal action against anyone who, in FindWholesale.com's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

1.Criminal or tortuous activity, including child pornography, fraud, trafficking in illegal products, harassment, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

2. Advertising to, or solicitation of, any Member to buy or sell any products or services through the Business Services. You may not transmit any junk email to other Members. It is also a violation of these rules to use any information obtained from the Business Services in order to contact, advertise to, solicit, or sell to any Business Member without their prior explicit consent. In order to protect our Business Members from such advertising or solicitation, FindWholesale.com reserves the right to restrict the number of emails, which a Member may send to other Members in any 24-hour period to a number which FindWholesale.com, deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Business Services, you acknowledge that you will have caused substantial harm to FindWholesale.com, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay FindWholesale.com $50 for each such unsolicited email or other unsolicited communication you send through the Business Services;

3. Using the account, username, or password of another Business Member at any time or disclosing your password to any third party or permitting any third party to access your account;

4. Using the Business Services in a manner inconsistent with any and all applicable laws and regulations.

5. Interfering with, disrupting, or creating an undue burden on the Business Services or the networks or services connected to the Business Services;

6. Attempting to impersonate another Business Member or person;

8.Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of FindWholesale.com to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of prompt notification to FindWholesale.com by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Business Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a.) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b.) a description of the copyrighted work that you claim has been infringed; (c.) a description of where the material that you claim is infringing is located on the Website; (d.) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e.) your address, telephone number, and email address; (f.) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. FindWholesale.com's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, FindWholesale.com, Inc. PO Box 230 Buffalo, NY 14207; telephone: (716) 462-4549; facsimile: (716) 210-8350 Attn: Copyright Agent; and email: complaint@findwholesale.com

9.Disclaimers. FindWholesale.com is not responsible for any incorrect or inaccurate description of products or services posted on the Website or in connection with the Business Services provided, whether caused by Users of the Business Services or by any of the equipment or programming associated with or utilized in the Business Services. Company profiles created and posted by paid business Members on FindWholesale.com may contain links to other websites. FindWholesale.com is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by FindWholesale.com. Inclusion of any linked website on FindWholesale.com does not imply approval or endorsement of the linked website by FindWholesale.com. When you access these third-party sites, you do so at your own risk. FindWholesale.com takes no responsibility for third party advertisements that are posted on this Website or through the Business Services, nor does it take any responsibility for the goods or services provided by its advertisers. FindWholesale.com is not responsible for the conduct, whether online or offline, of any User of the Business Services. FindWholesale.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. FindWholesale.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Business Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Business Services. Under no circumstances shall FindWholesale.com be responsible for any loss or damage, including personal injury or death, resulting from use of the Business Services, from any Content posted on or through the Business Services, or from the conduct of any Users of the Business Services, whether online or offline. The Business Services are provided "AS-IS" and as available andFindWholesale.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. FindWholesale.com cannot guarantee and does not promise any specific results from use of the Business Services.

10.Limitation on Liability. IN NO EVENT SHALL FINDWHOLESALE.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE BUSINESS SERVICES, EVEN IF FINDWHOLESALE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FINDWHOLESALE.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FINDWHOLESALE.COM FOR THE BUSINESS SERVICES DURING THE TERM OF MEMBERSHIP.

11.Disputes. If there is any dispute about or involving the Business Services, you agree that the dispute shall be governed by the laws of the State of New York without regard to conflict of law provisions and you agree to personal jurisdiction by and venue in the state and federal courts of the State of New York, County of Erie. Either FindWholesale.com or you may demand that any dispute between FindWholesale.com and you arising out of this Agreement must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Buffalo, New York.

12.Indemnity. You agree to indemnify and hold FindWholesale.com, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Business Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Website or through the Business Services causes FindWholesale.com to be liable to another.

13.Business Member Disputes. You are solely responsible for your interactions with other FindWholesale.com Members. FindWholesale.com reserves the right, but has no obligation, to monitor disputes between you and other Members.

14.Privacy. Use of the Business Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

15.Other. This Agreement is accepted upon your use of the Website or any of the Business Services and is further affirmed by you becoming a Member. This Agreement constitutes the Business entire agreement between you and FindWholesale.com regarding the use of the Business Services. The failure of FindWholesale.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. FindWholesale.com is a trademark. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions..