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TERMS OF SERVICE FOR TRADA SERVICES (US)

Thank you for selecting the Services offered by Intuit Inc. and/or its subsidiaries and affiliates (referred to as "Intuit", "we", "our", or "us"). Review these General Terms of Service (together with the Additional Terms and Conditions, the "Agreement") thoroughly. This Agreement is a legal agreement between you and Intuit. By clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.

Section A

GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of our online services provided to you on this website, including Content (defined below), updates and new releases (collectively, the “Services”). This Agreement includes by reference:

  • The Trada Privacy Statement provided to you in the Services and available on the website for the Services or provided to you otherwise.
  • The Brand Terms of Service and Retailer Terms of Service.
  • The Trada Payment Terms.
  • Additional terms and conditions, which may include those from third parties.
  • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements etc.
2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by us. We reserve all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations, data limits, and otherwise comply with this Agreement, we grant to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

  • Provide access to or give any part of the Services to any third party.
  • Reproduce, modify, copy, sell, trade, lease, rent or resell the Services
  • Decompile, disassemble, or reverse engineer the Services.
  • Make the Services available on any file-sharing or application hosting service

2.3 The Services are not intended for use by the United States federal government or other entities utilizing federal appropriated funds to acquire a license to the Services (collectively “Federal Users”). A license for use by Federal Users is not granted and any such usage is prohibited. In the event any Federal User should purport to acquire a license to the Services, such license is hereby nullified and declared void and no contract between us and a Federal User shall result from such purported acquisition. We reserve the right in its sole discretion: (i) to cancel any Services order placed by a Federal User (either directly from us or from any third party) at any time, including but not limited to, after such Services have been provided to the Federal User at issue, and (ii) to restrict such Federal User’s access or use of the Services.

3. PAYMENT AND TAXES

For Services offered on a payment or subscription basis, if any, the following terms apply, unless we or our third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

  1. Payments will be billed to you in U.S. dollars, or other currencies which may be made available (plus any and all applicable taxes), and your account will be debited (including any applicable taxes) when you subscribe or make purchases, as applicable, and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
  2. You must pay with one of the following:
    1. A valid credit card acceptable to us;
    2. A valid debit card acceptable to us;
    3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
    4. By another payment option we provide to you in writing.
  3. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
  4. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
  5. For any Services offered on a subscription basis, we will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated under this Agreement.
  6. Additional cancellation or renewal terms may be provided to you on the website for the Services.
4. USE WITH YOUR MOBILE DEVICE

If any Services are made available via mobile devices, mobile access to the Services requires an active subscription, internet access, and may not be available for all mobile devices or telecommunication providers. You will need to check the Services website to ensure your mobile device and telecommunications provider is compatible with the Services. We are not obligated to provide a compatible version of the Services for all mobile devices or telecommunication providers, which are subject to change by us at any time with reasonable notice to you. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

  1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
  2. ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
  3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. YOUR DATA

You can view the Trada Privacy Statement provided with the Services and on the website for the Services. You agree to comply with the applicable Trada Privacy Statement and any changes published by us. You agree that we may use and maintain your data according to the Trada Privacy Statement, as part of the Services.

5.1. California Consumer Privacy Act. For the purposes of the California Consumer Privacy Act ("CCPA"), we shall be considered a Business and/or Third Party, as applicable. Where we act as a Third Party, you represent, warrant and covenant that all Personal Information provided or otherwise made available to us is done so in compliance with applicable law, and that it has provided all necessary and appropriate notices and opt-outs, and otherwise has all necessary and appropriate rights, to enable us to (i) share any and all Personal Information you provided with any Intuit company, including Intuit Inc. and any parent, subsidiary, affiliate, or related company of Intuit Inc. (collectively, the "Intuit Family Companies"), and (ii) use any such Personal Information in connection with any and all Intuit Family Companies' internal operations and functions, including, but not limited to, improving such Intuit Family Companies' products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between Intuit Family Companies does not constitute a "sale" of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.

6. CONTENT AND USE OF THE SERVICES

6.1 Responsibility for Content and Use of the Services. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant us a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. We are not responsible for any of your Content that you submit through the Services.

6.2 Restricted Use of the Services.

6.2.1 You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

  1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages "flaming" others or criminal or civil liability under any local, state, federal or foreign law;
  2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
  3. Except as permitted by us in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
  4. Virus, Trojan horse, worm or other disruptive or harmful software or data; and
  5. Any information, software or Content that you do not own or have the right to use without permission from the intellectual property owners thereof

6.2.2 You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to our reputation or could subject us to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in our opinion, is prohibited under this Agreement; (v) any other activity that places us in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of our systems or networks or to breach our security or authentication measures, whether by passive or intrusive techniques. We reserve the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

6.2.3 You shall have no right, title or interest in and to the Services, which rights of ownership will always be held by us.

6.2.4 You acknowledge that the Services is not intended for permanent storage and agree not to use the Services for general archiving or back-up purposes. You also agree not to store “critical” data on the Service, including without limitation data pertaining to power generation, military or national security, or any function to sustain or rescue the health or well-being of any person.

6.3 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. We do not support and are not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which we are not responsible.

6.4 We may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way.

6.5 We may monitor Content. We may, but have no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect us or our customers, or operate the Services properly. We, in our sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6.6 Third-party Services. Our Services contain features designed to interoperate with third-party services (which may include, for example, Google, Facebook and Twitter services). Such Services features depend on those third-party providers continuing to make their services, including their application programming interfaces (“APIs”) where applicable, available for the Services. If any of those third-party service providers ceases to make its applicable services or APIs available on reasonable terms to us, we may cease providing the corresponding features without entitling you to any refund, credit, or other compensation.

7. ADDITIONAL TERMS

7.1 We do not give professional advice. Unless specifically included with the Services, we are not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other of our Services. You may be offered other services, products, or promotions by us ("Other Services"). Additional terms and conditions and fees may apply. With some Other Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant us permission to use information about your business and experience to help us to provide the Other Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Services.

7.3 Communications. We may be required by law to send communications to you that may pertain to the Services or third party products and the use of information you may submit to us. Additionally, certain third party services you choose may require Communications with third parties who administer these programs. You agree that we and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as http://www.intuit.com. You consent to receive these Communications electronically. The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Services or third party services. We may also send Communications to you using the means listed below.

  1. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Services.
  2. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, PDF reader, and an email address. As applicable, by selecting the "I Accept" button, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.
  3. If you later decide that you do not want to receive future Communications electronically, please notify us at 18004INTUIT. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Services.
  4. You agree to notify us promptly of any change in your email address. You can do so by logging into the Settings, then Account tab (as a Brand) or Profile tab (as a Retailer) here at www.tradamarket.com. By providing us your telephone number (including a wireless/cellular telephone), you consent to receiving calls from us at that number.

7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact us if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, AND OUR AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. WE AND OUR AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 WE, OUR AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR THE SERVICES AGREEMENT(S) TO THE CONTRARY. THE ENTIRE LIABILITY OF US, OUR AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES (LESS ANY SUCH AMOUNTS PAID BY US TO THIRD PARTIES) DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, WE, OUR AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET OUR SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF US AND OUR AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF US, OUR AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold us and our Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). We reserve the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by us in the defense of any Claims.

10. CHANGES. We reserve the right to modify this Agreement, in our sole discretion, at any time. Such modifications may be effective when posted through the Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

11. TERMINATION. We may, in our sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, at any time and for any reason, including if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with our applicable policies, or if you no longer agree to receive electronic communications, or if your use of the Services conflicts with our interests or those of another user of the Services. Upon our notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect our rights to any payments due to it. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

12. EXPORT AND TRADE RESTRICTIONS. You acknowledge that the Services, its related website, online services, and other of our Services, including the mobile application (if applicable), delivered by us are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws and regulations, directly or indirectly.

13. GOVERNING LAW. California state law governs this Agreement without regard to California’s conflict of laws provisions.

14. DISPUTES. Most disagreements can be resolved informally and efficiently by contacting our customer support team. If you are a U.S. customer:

  1. YOU AND INTUIT AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT (A "CLAIM") WILL BE DETERMINED BY BINDING ARBITRATION OR SMALL CLAIMS COURT, INSTEAD OF IN COURTS OF GENERAL JURISDICTION.
  2. Small Claims Court. Either you or Intuit can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Intuit may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of California, County of Santa Clara.
  3. Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Intuit are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your Services.
  4. Notice of Claim. If you elect to seek arbitration, you must first send to Intuit a written Notice of your Claim ("Notice of Claim"). The Notice of Claim to Intuit should be sent in care of our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The Notice of Claim should include both the mailing address and email address you would like Intuit to use to contact you. If Intuit elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Intuit, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
  5. Informal Resolution. You and Intuit agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Intuit therefore agree that, after a Notice of Claim is sent but before either you or Intuit commence arbitration or file a claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Intuit is represented by counsel, its counsel may participate in the conference as well, but Intuit agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
  6. Commencing Arbitration or Small Claims Proceedings. If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Intuit may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a claim in small claims court unless you and Intuit are unable to resolve the claim within 60 days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Intuit during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and Intuit agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless Intuit and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.
  7. Arbitration Proceedings: Arbitrators. The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided in Section 14(i) below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.
  8. Arbitration Proceedings: Administrative Conference. The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an Intuit company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
  9. Arbitration Proceedings: Decisions. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Intuit will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
  10. Injunctive and Declaratory Relief. Except as provided in Section 14(b) above, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or Intuit and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or Intuit prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.
  11. Arbitration Fees and Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but Intuit will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Santa Clara County, California. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Intuit will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Intuit, and you and Intuit waive any objection to such fee modification.
  12. Class Action Waiver. YOU AND INTUIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if you have elected arbitration, unless both you and Intuit agree otherwise, the arbitrator may not consolidate any other person's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Intuit believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this Section 14(i), then you agree that Intuit may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Section 14 (Disputes) shall be null and void.

15. GENERAL. This Agreement, including the additional terms below and all services agreements, attachment, exhibits, and scheduled annexed thereto, is the entire agreement between you and us regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. Any license of our software or purchase of our services and support are made pursuant solely to the terms and conditions of this Agreement. Notwithstanding the content of any purchase order, sales order, sales confirmation, or any other printed or pre-printed document relating to the subject matter herein, the terms and conditions contained in this Agreement shall take precedence over any contract or other document between you and us, and shall be incorporated by reference into any subsequent purchase order, sales order, or contract, and any conflicting, inconsistent, or additional terms and conditions contained therein shall be null and void. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without our written approval. However, we may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by us or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact us via an email to: support@tradamarket.com.

February 28, 2021

B. ADDITIONAL TERMS AND CONDITIONS FOR THE TRADA SERVICES

Your use of the Services is subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

1. OVERVIEW

IF YOU ARE USING THE TRADA SERVICES ("SERVICES"), THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS OF SERVICE ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General Terms of Service.

The Services provide a wholesale online marketplace that connects brands with retailers. By accessing or using the Services, you agree that you are not a person who is prohibited from receiving the Services under the laws of the United States, or any other applicable jurisdiction and you will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including applicable trade regulations.

2. ACCOUNT REGISTRATION

2.1 To access certain features of the Services and to post any Content thereon you must register to create an account (“Account”). We offer two types of Accounts. The first is a “Brand Account” for sellers who offer to sell and/or sell their goods to Retailers through the Services (each such seller, a “Brand”). The second is a “Retailer Account” for buyers who purchase goods from Brands through the Services for the purpose of resale (each such buyer, a “Retailer”). Each type of Account gives access to different aspects of the Services.

2.2 During the registration process you will be required to provide certain information depending on the type of Account and you will establish a username and a password. You agree that all information you provide to register for an Account and/or in connection with any subsequent activity or interaction with the Services, including through the use of any interactive features on the Services, is governed by the Trada Privacy Statement and you consent to our use of such information in accordance with the Trada Privacy Statement.

2.3 You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You agree that you are solely responsible for any activities or actions under your Account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your Account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

3. ACCOUNT LEVELS

3.1 Brand Account. To sell goods through the Services as a Brand you must submit an application to, and be approved by, us. The application requires that you submit certain information about you, your company and your products. Once you submit your application, you will be placed on a waitlist while we review your application. We will use good faith efforts to review your application to become a Brand. You acknowledge that we are only able to accept a limited number of Brands at any given time and that we are not obligated to accept you as a Brand. You hereby release us from any liability regarding the acceptance process. For clarity, your use of the Services as a Brand is subject to the Brand Terms of Service referenced above.

If approved as a Brand, you will work with us to create your Store (as defined below) and may be required to submit additional information. Additional detail regarding types of information that may be collected can be found in the Trada Privacy Statement. You will also be required to retain copies of any resale certificates submitted by Retailers in accordance with Section 3.2, below.

3.2 Retailer Account. To purchase goods through the Services as a Retailer you need to establish a Retail Account. When you sign up as a Retailer, you will be required to submit information such as your store name, email address and other information about your business, and you will be required to submit a valid resale certificate for each state in which you will have product delivered. You will be required to submit a valid resale certificate for a state at the time of placing your first order for delivery in that state, and we may require you to provide new or updated resale certificates from time to time. In order to provide a valid resale certificate, you will be required to be registered as a retailer with the state taxing authority of any state in which you have a place of business from which you make retail sales, and in certain states you may be required to be registered as a retailer to make tax-free purchases for resale even if you do not have a place of business in that state. You will not be able to place an order with a Brand without first having provided the required resale certificate(s). Additional detail regarding types of information that may be collected can be found in the Trada Privacy Statement. For clarity, your use of the Services as a Retailer is subject to the Retailer Terms of Service referenced above.

4. PAYMENT TERMS; TAXES

By submitting payment details in conjunction with registering for an Account and/or purchasing goods, you agree to the payment terms included in the Trada Payment Terms.

In any jurisdiction where we have an obligation to collect sales or use taxes on sales made using our Services, we may collect such sales or use taxes from you via the payment method on file under the Trada Payment Terms or via any other means available to us.

5. PROHIBITION ON INTERNATIONAL SALES

The Services are intended for use only in the United States and you may not use the Services to make any sales to individuals or entities outside of the United States and/or ship any goods internationally. If you use the the Services outside of the United States in violation of the foregoing sentence, such sale shall be considered a breach of this agreement and you shall indemnify us for any loss or other liability caused by such sales or your access or use of the Services outside of the United States.

6. TRADA MESSENGER

6.1 Use of Trada Messenger. Retailers and Brands may contact each other directly through Trada Messenger on the Services. You agree to use Trada Messenger only for legitimate business purposes, such as responding to or asking questions about product, the status of an order, or to resolve business issues. You agree to use Trada Messenger only as is reasonably necessary and to not abuse Trada Messenger or use it for the purpose of harassment or any other improper purposes, nor may you attempt to use Trada Messenger to circumvent the Services. You acknowledge and agree that we may view messages you send to other users of the Services via Trada Messenger. If you are unable to resolve questions or issues via Trada Messenger, you may contact us directly at support@tradamarket.com.

6.2 Consent to Monitor Messages. You authorize us to intercept, monitor, use, and disclose all traffic by, on, or through Trada Messenger in order to ensure compliance with our policy and terms, and protect our rights and property, including for the purpose of protecting us and others.

7. USE OF THIRD PARTY MATERIALS IN THE SERVICES.

The Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

8. NOTICE OF INFRINGEMENT – DMCA POLICY

If persons believe that their copyrighted work has been used in a way that may constitute copyright infringement and is accessible through the Services, they may notify our Designated Agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA), by emailing support@tradamarket.com. All such notices should comply with the requirements of the U.S. Copyright Act 17 U.S.C. 512(c)(3) and regulations promulgated thereunder, each as amended. Such notices not complying with these requirements will not be processed. Upon receiving a DMCA notice, we reserve the right to remove or disable access to the claimed-infringing materials. For more information, see https://www.intuit.com/legal/.

9. PROMOTION

Unless you opt out as set forth below, we may feature certain Brands, products and Content on our landing pages, in advertisements, email, social media accounts or in any other channels or media in its discretion. We may choose to bid on Brands’ brand names and keywords relating to the Brand’s products in advertising products and may create SEO optimized pages or campaigns for Brand brands. We shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in this marketing and advertising program, please email support@tradamarket.com.

10. TELEPHONE CALLS

We, and those acting on our behalf, may contact you by telephone at the telephone numbers you have provided to us. These calls may include operational messages about your use of the Services. You understand that you are not required to consent to communications as a condition of purchasing any property, goods or services. You understand that you are not required to provide this consent as a condition of accessing the Services. You also understand that you may opt out of receiving phone calls from us at any time, by contacting support@tradamarket.com. You may continue to receive phone calls for a short period while we process your request, and you may also receive phone calls confirming the receipt of your opt-out request. Opting out of receiving operational phone calls may impact the functionality of the Services. If you do not choose to opt out, we may contact you as outlined in the Trada Privacy Statement.

11. SERVICE PROVIDERS

We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a "Service Provider"). You agree to us sharing your data or Content with such Service Provider for these purposes.

12. USE WITH YOUR MOBILE DEVICE

Use of certain Services may be available through a compatible mobile device and may require software, Internet access, and other services. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

  1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
  2. ANY LOSS, DAMAGE, OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
  3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
13. APPLE REQUIREMENTS.

If you downloaded the Software from the iTunes or Mac App Store for use in connection with the Services, the following terms also apply to you:

  1. Acknowledgement: You acknowledge that this Agreement is between you and us only, and not with Apple, and we, not Apple, are solely responsible for the Software and the content thereof.
  2. Scope of License: The license granted to you for the Software is a limited, non-transferable license to use the Software on Mac products that you own or control and as permitted by the Usage Rules set forth in the terms of service applicable to the Mac App Store.
  3. Maintenance and Support: We and not Apple are solely responsible for providing any maintenance and support services, for which additional fees may apply, with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.
  4. Warranty: We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
  5. Product Claims: We, not Apple, are responsible for addressing any user or third party claims relating to the Software or the user’s possession and/or use of the Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  6. Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  7. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  8. Developer Contact Info: Direct any questions, complaints or claims to: Intuit Inc., 2632 Marine Way, Mountain View, CA 94043.
  9. Third Party Terms of Agreement: You must comply with any applicable third party terms of agreement when using the Software.
  10. Third Party Beneficiary: You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.
14. GLOBAL TRADE RESTRICTIONS.

You agree that you and anyone who uses the Services on your behalf, including any related websites or applications, are not prohibited from receiving or accessing the Services under the laws and regulations of the United States or other applicable jurisdiction. You acknowledge that the Services, including any mobile applications and underlying software, may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these export control and sanctions laws and regulations, and will not transfer or provide any part of the Services, in violation of these laws and regulations, directly or indirectly.

February 28, 2021