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Terms and Conditions
Chiller Trader, LLC, Member Agreement
Chiller Trader, LLC, provides this website and related services to individuals and business entities (“Members”) subject to the following terms and conditions, (“Member Agreement”). As a condition of using the site and related services, Chiller Trader, LLC, its parents, subsidiaries, affiliates, officers, directors, shareholders, agents, employees, heirs, and assigns (“CT”) require that you review and accept the Member Agreement. Use of or PROCEEDING AND MAKING ANY TRANSACTION ON, BY OR THROUGH THIS WEBSITE constitutes acceptance of these terms and conditions.
1. Overview
CT provides buyers and sellers, who have entered into the Member Agreement with CT, a global e-commerce Market Site for surplus industrial assets (the "Services"). This Agreement describes the terms and conditions applicable to your use of our Services available under all domains and sub-domains associated with www.ChillerTrader.com (the "CT Market Site"). If you object to the terms and conditions of this Agreement, please refrain from utilizing our services because this agreement is a waiver of any and all right to sue CT for damages incurred as a result of your use of the CT Market Site.
2. Function
CT Market Site serves as a venue or forum for sellers of used surplus industrial assets ("Assets") to list Assets for sale and potential buyers to exchange information and to establish an electronic CT Market Site for the Assets. CT is not involved in the actual transaction between buyers and sellers and therefore, has no control over or responsibility for the quality, safety or legality of the Assets advertised, the truth or accuracy of the listings, the ability of sellers to sell Assets, or the ability of buyers to buy Assets. CT cannot ensure that a buyer or seller will actually complete a transaction. Additionally, CT makes no representation or warranty of any kind as to the type, kind or quality of the Assets or the ability of either the buyer or seller to complete a sale.
3. Binding Effect
You are deemed to have read and accepted all of the terms and conditions contained in this Member Agreement as a condition of being a member of the CT Market Site.
4. Changes to this Agreement
From time to time, we may amend this Agreement by posting the amended terms on our Website. New terms will be effective immediately. This agreement is effective as of August 25, 2006.
5. Membership
Any individual or business entity may become a member of our CT Market Site. CT Market Site services are restricted to individuals that are 18 years of age or older. Individuals under the age of 18 may use the CT Market Site only with the supervision of a parent or guardian. Members may request removal of their name and personal information and posted ads and directory listings from the CT Market Site at anytime. We will attempt to honor all such requests as expeditiously as possible.
6. CT Market Site Fees and Services
Members may browse the CT Market Site at no charge. Members, who wish to post items for sale, advertise, or list an entity in the company directory in the CT Market Site are subject to the published fee schedule on the CT Market Site. The Fee Schedule is incorporated herein by reference as if fully set forth herein.
7. Non-Involvement in Disputes
Neither CT nor any of its CT Market Site partners are brokers, agents or salesmen. We provide software to enable individuals to conduct personal classified sales of products in an automated and efficient manner, advertise, and to list business type entities in the company directory. To that extent, you should treat us no differently than you would a newspaper service. We are a medium by which you may interact with and conduct transactions between Members. We will not become involved in any dispute between Members. CT will not resolve any disputes between members. Members are responsible for all dispute resolution and engage in sales at their own risk. CT will facilitate resolution of disputes by providing information to interested parties upon request.
8. No Warranty on Items or Listings
We do not warrant the quality, appropriateness or legality of any item posted for sale on this site. In addition, we do not warrant the accuracy or truth of any listing or advertisement in our service.
9. Waiver and Release
Member hereby waives and releases any and all claims, demands, causes of action or rights to sue for damages against CT and its CT Market Site partners (including each party's officers, directors, subsidiaries, joint ventures and employees) for the actions of Members, whether or not in connection with a transaction generated via this site. CT hereby disclaims any and all warranty, whether express or implied, in connection with your use of this site to perform classified ad, advertisement, or company directory listing transactions. If you are a California resident, you waive any rights you may have under California Civil Code 1542, which provides that: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor," and any similar applicable provision of state law where you reside.
10. Member Speech
By using the CT Market Site you agree that neither CT nor its CT Market Site partners are responsible for the statements, acts, allegations or omissions of Members made in the CT Market Site forum. Notwithstanding the foregoing, CT employs a staff of moderators who will take steps to maintain decorum in the forum section of the CT Market Site. CT reserves the right to remove any content at any time without said removal being deemed a waiver of its rights.
11. Listing and Selling
By listing an item on the CT Market Site, you are warranting that you have legal title or legal authority to sell the item contained in the listing. Listings must comply with any applicable listing rules for classified ads. The listing rules are incorporated herein by reference as if fully set forth herein.
12. Misconduct and Fraud
12a. CT will not tolerate fraud in the CT Market Site. Even the appearance of impropriety can disrupt the integrity of the site. Accordingly, any Member we suspect of engaging in fraudulent conduct (whether or not we prove such conduct) may have their listings removed (with NO REFUND) or have their Member account suspended or revoked. Fraud or misconduct shall be deemed to include (but shall not be limited to) the items set forth below:
- Misrepresentation within the context of any listing, communication or transaction
- Collusion or manipulation
- Transactional interference
- Fee avoidance
- Fraud of any type
- Breach of contract
- Sale of counterfeit or stolen items
- Harassment of members
- Libelous or slanderous communication
- Posting of obscene content
- Infringement of any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy
- Upload or distribution of any files containing viruses, corrupted files or similar software or programs that may damage the operation of another's computer;
- Interference with or disruption of networks connected to the CT Market Site
- Use of any device, software or routine to interfere with the proper functioning of the CT Market Site
- Imposition of an unreasonable or disproportionately large load on CT Market Site infrastructure.
- Violation of any law of the United States or of any of its constituent states.
12b. CT may, in its sole discretion take whatever action it deems necessary to maintain the propriety and integrity of the CT Market Site, even if such action includes suspension or permanent revocation of your privileges here. YOU DO NOT HAVE THE LEGAL RIGHT TO PARTICIPATE ON THIS SITE. YOU HAVE A PRIVILEGE AND A LICENSE, WHICH MAY BE REVOKED AT ANY TIME.
13. Outages
We do not warrant or guarantee uninterrupted access to our services. Indeed, our site will be taken offline briefly for routine maintenance and/or backup at intermittent intervals and in cases beyond our control, for periods of time we are not able to estimate. Nonetheless, we do promise to make reasonable efforts to bring our services back online as soon as possible after any planned or unplanned outage.
14. Modifications to Site
CT reserves the right, for any reason, in its sole discretion, to terminate, change or suspend any aspect of the CT Market Site, including, but not limited to, content, features or hours of availability. CT may impose limits on certain features of the CT Market Site or restrict your access to part or the entire CT Market Site without notice, liability or penalty.
15. Member Access
You shall be responsible for providing all communication lines, telephone/ transmission services and all equipment and technology necessary for you to access and use the services. The foregoing license has been granted to you subject to your agreement to abide by these terms of use as well as with any other rules, procedures, terms, and conditions that may be published or displayed from time to time by CT on the CT Market Site.
16. Limited License
To enable us to provide CT Market Site services to you without fear of suit for doing so, you hereby grant CT and its CT Market Site partners a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right to use, publish and transmit your personal information within the limitations set forth herein. We will only use your personal information in accordance with the herein.
17. Stored Information & Non-Disclosure
17a. Your privacy is paramount to us. We do not transmit, sell, rent or otherwise disseminate your personal information to third parties for any purpose without your approval.
17b. CT owns and operates the CT Market Site service that you are using. Any personal information we collect during the course of your visits to our service ("Personal Information") is used solely to provide you the services we offer in the most efficient and effective manner. We do not use Personal Information for any purpose other than to provide you the highest quality service while you are visiting our site. Personal Information is stored on secure database servers protected by firewall, IP blocks and other measures (including encryption and Secure Sockets Layers) designed to offer the highest levels of security. By providing your Personal Information, you consent to our use of same, but for the sole purpose of providing you with the services you request or authorize on the site. In addition, we may use "aggregate data" that we collect anonymously from our entire user base (e.g. the percentage of users from California) in order to generate marketing and demographic information. Nothing in this policy prohibits our use of aggregate data, provided that no information unique to any specific user is utilized without the user's specific consent.
18. Cookies and Other Tracking Mechanisms
In order to provide you with a seamless experience, we utilize cookie and session tracking technology, which allows you to move from page to page without having to login each time you view another page. In addition, this information allows us to pre-populate fields and in general make your browsing experience friendlier. We do not track your browsing outside of our site or for any other purpose than to provide you with CT Market Site services.
19. Use of Your Information by Other Members
19a. In the ordinary course of business in our CT Market Site, you will be given communication access to other members. In addition, with respect to classified ads and company directory listings, you will be privy to other members' Personal Information to a limited extent. By registering with us, you understand that there are risks in providing your Personal Information to any individual with whom you have had limited or even extensive dealings. You also understand and agree that neither CT nor its CT Market Site network partners have any liability whatsoever for the acts of other members in connection with their use of your Personal Information. If you are wary of other members having access to your information you should not use this service. CT and its partners offer this service as a mechanism and market site through which legally consenting adults may conduct business at their own risk.
19b. Notwithstanding the foregoing, CT and its network partners have developed and will continue to develop and provide safeguards for its members. CT encourages use of a reputable escrow agent in connection with high-dollar sales. We also encourage use of our email-invisible forms in lieu of disclosing your email address in the content of your ads.
19c. By registering with this site, you agree to use other members' Personal Information solely for the purpose of conducting transactions related to Assets offered in the CT Market Site unless otherwise authorized by the member whose information you are using. Under no circumstances are you permitted to utilize member information or contact links to solicit or otherwise harass fellow members. Under no circumstances may any member "spam" any other member. Failure to abide by this provision may result in a suspension or permanent revocation of your account.
20. Maintain & Safeguard Your Account Information
You are fully responsible for all actions that occur while logged in to the site, whether or not you choose to share your login information with any third party. DO NOT give out your username or password to anyone. Make sure your information is up to date. You are responsible for maintaining your account information using the "My Account" button in the CT Market Site. For security reasons, we will generally NOT respond to emails requesting updates of personal account information. At your request, we will deactivate your account. Simply send an email to "admin@chillertrader.com".
21. Links
CT may provide links to other Web sites or resources. Member agrees that CT is not responsible for such Web sites or resources, does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.
22. No Warranty
CT, OUR CT MARKET SITE, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES AND OUR SUPPLIERS (COLLECTIVELY, "PROVIDERS") PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PROVIDERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR USE OR PURPOSE. CT DOES NOT WARRANT THAT THE CT MARKET SITE OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED, VIRUS FREE OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. CT MAKES NO WARRANTY THAT THE CT MARKET SITE WILL MEET MEMBERS' REQUIREMENTS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES THAT BY POSTING AN ITEM ON THE CT MARKET SITE, THE POSTED ITEM WILL BE SOLD. CT MAKES NO ENDORSEMENT OR WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE CT MARKET SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE CT MARKET SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CT OR THROUGH THE CT MARKET SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. CT EXPRESSLY DISCLAIMS ANY ENDORSEMENT OR WARRANTY OF ANY GOODS SOLD ON OR THROUGH THE CT MARKET SITE, AND ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANY AUTHORIZED OR UNAUTHORIZED MEMBER.
Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
23. Limitation of Liability
IN NO EVENT SHALL CT BE LIABLE TO ANY MEMBER FOR ANY CLAIMS, DEMAND, CAUSES OF ACTION OR DAMAGES WHATSOEVER OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LIABILITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE THE CT MARKET SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, OR DESTRUCTION OF DATA, SOFTWARE OR HARDWARE EVEN IF CT OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF CT TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE CT MARKET SITE EXCEED, IN THE AGGREGATE, $100.00. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
24. Indemnification
You shall indemnify, defend and hold CT, its subsidiaries, affiliates, officers, directors, employees and agents, and all their successors, assigns, executors, heirs and administrators, as applicable, (collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees), incurred by an Indemnified Party in connection with any claims arising out of, based upon or resulting from any breach or violation by you of this Agreement or any use by you of the CT Market Site or as a result of a dispute with another Member. CT reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of any matter without the prior written consent of CT.
25. Legal Compliance
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, purchase, and solicitation of offers to purchase, and sale of items.
26. No Agency
The relationship between you and CT is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
27. Breach and Termination
This Agreement constitutes a binding agreement between you and CT until terminated by you or CT, which CT may do at any time, without notice, in CT’s sole discretion. If you become dissatisfied with the CT Market Site, in any way, your only recourse is to immediately discontinue use of the CT Market Site. CT may immediately issue a warning, temporarily suspend, or terminate your use and/or access to the CT Market Site or the Services, and any of your current listings, and any other information you place on the CT Market Site if you breach these terms of use or if CT is unable to verify or authenticate any information you provide to us. In addition to such other rights and remedies as CT may have at equity or in law with respect to any breach of this Agreement, if you commit a material breach of any of the provisions of the Agreement, CT shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any breach or threatened breach will cause irreparable injury to CT, that money damages will not provide an adequate remedy to CT, and that CT is entitled to pursue injunctive relief without the posting of a bond.
28. Choice of Law
The English language version of this Agreement is the controlling language for this Agreement. It is in other languages for convenience purposes only. This Agreement and all legal relations between you and CT shall be exclusively governed by and in accordance with the laws of the State of Louisiana. Any controversy involving CT arising from or in any way related to this Agreement or your use of the CT Market Site shall be determined by the appropriate Federal or state court in Louisiana and you irrevocably consent to the jurisdiction and venue of such courts.
29. Notices And Disclosures
Except as explicitly stated otherwise, any notices shall be given by email to, in the case of CT: admin@chillertrader.com. Alternatively, notices may be sent by certified mail, postage prepaid to Chiller Trader, LLC, 13269 Airline Highway, Gonzales, Louisiana, 70737. Chiller Trader, LLC, may broadcast notices or messages on the site, such broadcast shall constitute notice to Member. Additionally, CT may provide notice to a member to either: (1) the email address you provide to CT during the registration process, (2) the mailing address provided to CT during the registration process, or (3) such other address as you may specify. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or, in the case of mailing, three (3) days after the date of mailing.
30. Severability
Nothing contained herein shall be construed to require the commission of any act contrary to law. Should there be any conflict between any provisions hereof and any present or future statute, law, ordinance, regulation or other pronouncement having the force of law, the latter shall prevail, but the provision of this Agreement effected thereby shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, and the remaining provisions of this agreement shall remain in full force and effect.
31. Waiver
The waiver by either of the parties, express or implied, of any right under this Agreement or any failure to perform under this Agreement by the other party, shall not constitute or be deemed as a waiver of any other right under this Agreement or of any other failure to perform under this Agreement by the other party, whether of a similar or dissimilar nature.
32. Headings
The Section and other headings contained in this Agreement are for reference purposes only and shall not in any way effect the meaning and interpretation of this Agreement.
33. Survival
Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and be binding on the parties hereto.
34. Limitation of Action
You agree that any cause of action arising out of or related to the site or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
35. Entire Agreement
The Agreement comprises the entire agreement between you and Chiller Trader, LLC, and supersedes all prior agreements between the parties, regarding the subject matter contained herein. |