Terms of Use

Your relationship with TradeSeam

Your use of TradeSeam's products, software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by TradeSeam under a separate written agreement) is subject to the terms of a legal agreement between you and TradeSeam. "TradeSeam" means TradeSeam, Inc. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
Unless otherwise agreed in writing with TradeSeam, your agreement with TradeSeam will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".
Your agreement with TradeSeam will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and TradeSeam in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".
If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

Accepting the Terms

In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
You can accept the Terms by: (A) clicking to accept or agree to the Terms, where this option is made available to you by TradeSeam in the user interface for any Service; or (B) by actually using the Services. In this case, you understand and agree that TradeSeam will treat your use of the Services as acceptance of the Terms from that point onwards.
You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with TradeSeam, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
Before you continue, you should print off or save a local copy of the Universal Terms for your records.

Language of the Terms

Where TradeSeam has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with TradeSeam.
If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

Provision of the Services by TradeSeam

TradeSeam has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of TradeSeam itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
TradeSeam is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which TradeSeam provides may change from time to time without prior notice to you.
As part of this continuing innovation, you acknowledge and agree that TradeSeam may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at TradeSeam's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform TradeSeam when you stop using the Services.
You acknowledge and agree that if TradeSeam disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
You acknowledge and agree that while TradeSeam may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by TradeSeam at any time, at TradeSeam's discretion.
You acknowledge and agree that while TradeSeam may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by TradeSeam at any time, at TradeSeam's discretion.
TradeSeam provides services that allow buyers to submit Requests for Quotes (RFQs) to multiple suppliers. We strive to make your experience a positive one. It should be noted that TradeSeam may not always be able to match your RFQ(s) with suppliers. While we seek to enlist only the highest quality suppliers, we do not guarantee the quality or the credentials of the suppliers who receive and respond to your RFQ. As TradeSeam is a conduit for matching buyers with suppliers, we are not responsible for any transaction that may occur between you and/or your company and a TradeSeam participating supplier. TradeSeam does not guarantee the quality, safety or legality of the information provided or the products and services sold. You should exercise as much caution as you would typically exercise with any purchase of products or services. Should you have a dispute with any supplier, you must address such dispute with the supplier directly. You hereby agree to release TradeSeam (and our employees and agents) from any and all damages or claims (including consequential and incidental damages) arising out of or in any way connected with such disputes and your transactions with suppliers.

Use of the Services by you

In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to TradeSeam will always be accurate, correct and up to date.
You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by TradeSeam, unless you have been specifically allowed to do so in a separate agreement with TradeSeam. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
Unless you have been specifically permitted to do so in a separate agreement with TradeSeam, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
You agree that you are solely responsible for (and that TradeSeam has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which TradeSeam may suffer) of any such breach.
You agree that you are solely responsible for (and that TradeSeam has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which TradeSeam may suffer) of any such breach.
TradeSeam enables you to initiate transactions for the purchase of products or services. However, TradeSeam is not the supplier of such products or services, nor is it a third party to any transactions involving such products or services. TradeSeam matches RFQ(s) from buyers to participating suppliers. You agree that by completing an RFQ, you are entering into an agreement with TradeSeam and a business relationship with TradeSeam’s suppliers and thus agree to be contacted by TradeSeam and its suppliers. You acknowledge that these suppliers can contact you regarding your RFQ(s) and that you are expressly consenting to such contact by them, or TradeSeam if necessary, to fulfill such RFQ via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses. These contacts are necessary to provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other reasonable purposes related to our business. It is agreed that your use of TradeSeam services is for purchasing purposes and not for any other purpose including advertising or competitive intelligence. You acknowledge that TradeSeam screens your RFQ(s) and has the right (but not the obligation) in our sole discretion to deny any RFQ that is in violation of these terms and conditions. If it is determined or suspected by Tadeseam in its sole discretion that you are misusing or attempting to misuse or circumvent the TradeSeam services or system, or are using or attempting to use it for any inappropriate purposes, including but not limited to activities such as hacking, fraud, advertising, or spamming, TradeSeam reserves the right, in its sole discretion, to immediately terminate your access without notice and to commence legal actions or proceedings to seek remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
Providers purchasing a lead are only purchasing a single instance of that information and may not redistribute, repost, publish, transmit or in any way share freely or sell the lead information acquired through TradeSeam. All projects and leads contained on this site are the copyrighted property of TradeSeam and may not be shared or distributed without or explicit written consent. Any provider that acquires a lead and then makes that information available to a third party either freely or by reselling the information will be subject to termination of their account and can be prosecuted in the court of law. Additionally said provider will forfeit all credits, purchases and leads purchased in their account. Without limiting the foregoing, under no circumstances shall TradeSeam or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, electrical power failures, strikes, labor disputes, telecommunication equipment failures, other equipment failures, riots, civil disturbances, shortages of labor or materials, fires, floods, insurrections, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning, stock market crashes, infectious diseases, skin rashes, alien invasion, space-time distortions, database failures, blackouts, brownouts, whiteouts.

Your passwords and account security

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
Accordingly, you agree that you will be solely responsible to TradeSeam for all activities that occur under your account.

Privacy and your personal information

When using TradeSeam services, you will be prompted to disclose certain information about yourself and your purchasing requirements. This information will be sent to matching suppliers who will need this information to respond to you. You agree to only complete an RFQ for yourself or another person who has authorized you to share his or her contact information. You promise that all information you provide will be accurate, current and truthful to the best of your knowledge. If you provide any information that is untrue, not current or incomplete, or TradeSeam has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TradeSeam has the right to refuse you any current or future use of the TradeSeam services. You are responsible for any use of the TradeSeam services by persons to whom you intentionally or negligently allow access to your password. Your acceptance of these Terms & Conditions indicates that you expressly consent to our use and disclosure of your personal information in accordance with our Privacy Policy.
For information about TradeSeam's data protection practices, please read TradeSeam's privacy policy. This policy explains how TradeSeam treats your personal information, and protects your privacy, when you use the Services.
You agree to the use of your data in accordance with TradeSeam's privacy policies.

Content in the Services

You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".
You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to TradeSeam (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by TradeSeam or by the owners of that Content, in a separate agreement.
TradeSeam reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, TradeSeam may provide tools to filter out explicit sexual content. In addition, there are commercially available services and software to limit access to material that you may find objectionable.
You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
You agree that you are solely responsible for (and that TradeSeam has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which TradeSeam may suffer) by doing so.

Proprietary rights

You acknowledge and agree that TradeSeam (or TradeSeam's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by TradeSeam and that you shall not disclose such information without TradeSeam's prior written consent.
Unless you have agreed otherwise in writing with TradeSeam, nothing in the Terms gives you a right to use any of TradeSeam's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
If you have been given an explicit right to use any of these brand features in a separate written agreement with TradeSeam, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and TradeSeam's brand feature use guidelines as updated from time to time.
Other than the limited license set forth in Section 11, TradeSeam acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with TradeSeam, you agree that you are responsible for protecting and enforcing those rights and that TradeSeam has no obligation to do so on your behalf.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
Unless you have been expressly authorized to do so in writing by TradeSeam, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

License from TradeSeam

TradeSeam gives you a worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided to you by TradeSeam as part of the Services as provided to you by TradeSeam (referred to as the "Software" below). This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by TradeSeam, in the manner permitted by the Terms.
You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by TradeSeam, in writing.
Unless TradeSeam has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

Content licence from you

You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give TradeSeam a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This licence is for the sole purpose of enabling TradeSeam to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.
You agree that this licence includes a right for TradeSeam to make such Content available to other companies, organizations or individuals with whom TradeSeam has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
You understand that TradeSeam, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit TradeSeam to take these actions.
You confirm and warrant to TradeSeam that you have all the rights, power and authority necessary to grant the above licence.

Software updates

The Software which you use may automatically download and install updates from time to time from TradeSeam. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit TradeSeam to deliver these to you) as part of your use of the Services.

Ending your relationship with TradeSeam

The Terms will continue to apply until terminated by either you or TradeSeam as set out below.
If you want to terminate your legal agreement with TradeSeam, you may do so by (a) notifying TradeSeam at any time and (b) closing your accounts for all of the Services which you use, where TradeSeam has made this option available to you. Your notice should be sent, in writing, to TradeSeam's address which is set out at the beginning of these Terms.
TradeSeam may at any time, terminate its legal agreement with you if:

you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
TradeSeam is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
the partner with whom TradeSeam offered the Services to you has terminated its relationship with TradeSeam or ceased to offer the Services to you; or
TradeSeam is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
the provision of the Services to you by TradeSeam is, in TradeSeam's opinion, no longer commercially viable.

Nothing in this Section shall affect TradeSeam's rights regarding provision of Services under Section 4 of the Terms.
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and TradeSeam have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT TRADESEAM'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
IN PARTICULAR, TRADESEAM, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRADESEAM OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
TRADESEAM FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRADESEAM, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
ANY CHANGES WHICH TRADESEAM MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
YOUR FAILURE TO PROVIDE TRADESEAM WITH ACCURATE ACCOUNT INFORMATION;
YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

THE LIMITATIONS ON TRADESEAM'S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT TRADESEAM HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

It is TradeSeam's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.