PLEASE READ THIS AGREEMENT CAREFULLY!

1. Acceptance of Terms

1.1 WELCOME TO Secondhand-market.com'S SELLER SERVICE (the "SERVICE"). The following sets forth the terms and conditions of the Secondhand-market.com Seller Membership Agreement (this "Agreement") between you and Secondhand-market.com ("Secondhand-market.com") under which Secondhand-market.com offers you access to the Service through the web site identified by the uniform resource locator www. Secondhand-market.com (the "Site"). Use of the Service indicates that you accept the terms and conditions set forth below. If you do not accept all of the terms and conditions, please do not use the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE" BUTTON", YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT, Secondhand-market.com'S TERMS OF USE AGREEMENT, Secondhand-market.com'S PRODUCT LISTING POLICY AND Secondhand-market.com'S PRIVACY POLICY WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE "Secondhand-market.com TERMS OF USE"). Terms not defined in this Agreement shall bear the same meaning as that contained in the Secondhand-market.com Terms of Use.

1.2 Secondhand-market.com may amend this Agreement at any time by posting the amended and restated Agreement on this Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on May 14 2008. Posting by Secondhand-market.com of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of Secondhand-market.com.

1.3 In this Agreement, any user of this Site who has registered and paid for the Service, and has been vetted by the Authentication and Verification procedure defined below, shall be referred to as a "Member". Any user of this Site who has registered for the Service, but has not paid or has not passed the Authentication and Verification procedure, shall be referred to as an "Applicant".

2. Authentication and Verification

2.1 Upon registration for the Service, each Applicant agrees that it shall be subject to Authentication and Verification procedures

2.2 Each Applicant agrees to provide all necessary information and render all reasonable assistance and cooperation that Secondhand-market.com may require in order to complete the Authentication and Verification procedures.

2.3 In the event that the Authentication and/or Verification procedures are not completed within a period of three (3) calendar months from the date of registration, and such non-completion is due to the Applicant’s own failure to provide the necessary information or to render the reasonable assistance and cooperation, then Secondhand-market.com shall be entitled to, and the Applicant authorizes Secondhand-market.com to, forfeit the entire subscription fee paid by it in accordance with Section 3.8.

2.4 Any changes to information of a Member shall be subject to new Authentication and/or Verification procedures at such Member's expense.

3. The Service

3.1 The Service is offered on a subscription basis for a specified time period set forth in Section 4 of this Agreement.

3.2 The Service has the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Secondhand-market.com and notified to you) ("Seller Benefits") :
a) Seller Profile - allows each Member to display and edit basic information about its business, such as type of products or services, Logo, location map, etc.
b) Product catalogue - allows each Member to display and edit descriptions, specifications and images of its products.
 

3.3 Subject to paragraph 6.7 below, Secondhand-market.com agrees that the above Seller Benefits provided to a Member shall not be terminated or removed with respect to such Member during its valid subscription period unless otherwise agreed with the Member, except that (a) Secondhand-market.com may make upgrades, limitations and modifications to the Seller Benefits which Secondhand-market.com believes in good faith furthers the purposes of the Service, and (b) Secondhand-market.com has the right to terminate, remove or reduce Seller Benefits with respect to any Member who in Secondhand-market.com's sole determination has violated applicable law or the provisions of this Agreement or the Secondhand-market.com Terms of Use.

3.4 The Service Fee is refundable for 48 hours after it is paid. If you want a refund you must send us an email explaining the reason for the request. We reserve the right to authenticate all claims.

3.5 The Service is offered to both individual and business or corporate entities (e.g. corporation, limited liability company, partnership, sole proprietorship, etc.)

3.6 Each Member shall be given a Sellers Account (the "Account") upon receipt of payment by Secondhand-market.com and successful Authentication and Verification. Activation of the Account shall be notified to the Member via email to such email address provided by the Member upon registration for the Service.

3.7 The Service shall not be available to Applicants who have failed the Authentication and Verification process, notwithstanding that the Applicant may have paid for the Service. Secondhand-market.com will notify an Applicant of the outcome of the Authentication and Verification by email as soon as such outcome is available, and in any event within a period of three (3) calendar months from the date of the Applicant’s registration. In the event that the Authentication and/or Verification is unsuccessful due to reasons other than the Applicant’s breach of obligation under clause 2.2, (i.e. the Applicant’s own failure to provide the necessary information or to render reasonable assistance and cooperation as required), Secondhand-market.com will forfeit the entire fee and will not refund the subscription fees.

3.8 Secondhand-market.com shall issue a Member ID and Password (which shall be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), will cause irreparable harm to Secondhand-market.com and each Member shall indemnify Secondhand-market.com against any loss or damages (including but not limited to loss of profits) suffered by Secondhand-market.com as a result of such multiple use of an Account. Each Member hereby undertakes to notify Secondhand-market.com immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Secondhand-market.com shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.

3.9 Secondhand-market.com reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Secondhand-market.com further reserves the right to introduce new features, functionalities or applications to the Service or to future versions of the Service. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Secondhand-market.com.

3.10 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Secondhand-market.com be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

4. Term of Subscription

4.1 Each Member shall subscribe for the Service for a minimum term of one (1) month from the activation date of the Account and may be renewed by the Member for a subsequent minimum term of one (1) month unless terminated by Secondhand-market.com in accordance with the terms set forth in this Agreement.

4.2 The subscription rates for the Service are exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies that each Member shall continue to be liable for as and when the same is imposed or incurred. In the event that Secondhand-market.com does not receive full payment of subscription fees within ten (10) days of automatic renewal of subscription for the Service, such Member's subscription shall be terminated immediately without further notification from Secondhand-market.com. Access to the Sellers Benefits shall be denied upon such termination.

4.3 Upon renewal of each subscription period, Authentication and Verification shall be carried. If Authentication and Verification is unsuccessful for any reason, the process set forth in paragraph 3.5 shall apply.

4.4 During the subscription period, if the Member wishes to change any information that had previously been Authenticated and/or Verified. If the Member fails Authenticated and/or Verified, Secondhand-market.com may, in its sole discretion, suspend or revoke the Service and Seller Benefits with respect to such Member.

5. Fees and Payment

5.1 In consideration of Secondhand-market.com's agreement to process the application, each Applicant agrees to pay Secondhand-market.com a subscription fee. The rates for fees chargeable under the Service shall be published on the Site.

5.2 All published fees are exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies.

5.3 Secondhand-market.com reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.

5.4 Each Applicant acknowledges that it is a criminal offense under applicable law to make unauthorized use of credit card or bank account information by anyone who is not the lawful owner of such credit card account or bank account. Secondhand-market.com shall not be liable for the provision of any Service which has been paid for via unauthorized use of credit card or bank accounts. Any Applicant who commits an unauthorized use of credit card or bank accounts shall indemnify and save Secondhand-market.com, its employees, agents and representatives harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such unauthorized use.

6. Member Responsibilities

6.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by Secondhand-market.com and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to Secondhand-market.com to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.

6.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Site shall not:
a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
b) be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;
c) iinfringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy;
d) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
e) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
f) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
g) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
h) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
i) involve attempts to copy, reproduce, exploit or expropriate Secondhand-market.com's various proprietary directories, databases and listings;
j) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and
k) involve any scheme to undermine the integrity of the computer systems or networks used by Secondhand-market.com and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;
l) link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement or the Secondhand-market.com Terms of Use; or
m) otherwise create any liability for Secondhand-market.com or its affiliates.

6.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to (a) act as such Member's business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees.

6.4 Member shall not take any action which may undermine the integrity of Secondhand-market.com's feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

6.5 Each Member acknowledges and agrees that Secondhand-market.com shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. Secondhand-market.com does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

6.6 Each Member represents, warrants and agrees that it has obtained all necessary third party copyright or trademark licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to Secondhand-market.com or authorizes Secondhand-market.com to display does not violate the copyright, trademark, trade secret or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights.

6.7 If any Member breaches the representations, warranties and covenants of paragraphs 6.1, 6.2, 6.3, 6.4, 6.5 or 6.6 above, or if Secondhand-market.com has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, Secondhand-market.com has the right to suspend or terminate the Service and all Seller Benefits with respect to such Member without any compensation, and refuse any and all current or future use of the Service or any other services that may be provided by Secondhand-market.com. Further, Secondhand-market.com reserves the right in it sole discretion to remove any material it reasonably believes that is unlawful, could subject Secondhand-market.com to liability, violates this Agreement or the Secondhand-market.com Terms of Use or is otherwise found inappropriate in Secondhand-market.com's opinion. Secondhand-market.com reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Secondhand-market.com may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and Secondhand-market.com shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against Secondhand-market.com for such disclosure. In connection with any of the foregoing, Secondhand-market.com may suspend or terminate the Account of any Member as Secondhand-market.com deems appropriate in its sole discretion.

6.8 Each Member agrees to indemnify Secondhand-market.com, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of information or deletion thereof, from such Member's use of the Service or from such Member's breach of this Agreement or the Secondhand-market.com Terms of Use. Each Member further agrees that Secondhand-market.com is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Secondhand-market.com reserves the right; at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Secondhand-market.com in asserting any available defenses.