THE NUTEXCHANGE - Terms and Conditions

GLOBAL BOTTOMLINE, LLC / NUTEXCHANGE.COM IS A BROKERAGE COMPANY PROVIDING THE SERVICE OF LOCATING A WILLING BUYER AND SELLER AND COMMUNICATING THE TERMS AS THE BUYER AND SELLER PRESENT THEM. GLOBAL BOTTOMLINE, LLC / NUTEXCHANGE.COM IS NOT RESPONSIBLE FOR PERFORMANCE, QUALITY, WEIGHTS, CREDIT, PAYMENT OR OTHER ITEMS RELATED TO THE SALE. ANY DISPUTE WITH A TRADE WILL NOT BE BROUGHT AGAINST GLOBAL BOTTOMLINE / NUTEXCHANGE.COM. ALL TRADES ARE BETWEEN THE BUYER AND SELLER.

THE NUTEXCHANGE is a forum for buying and selling. All transactions are to be transparent, meaning Buyer and Seller information will always be shown by default unless you choose the option of keeping your identity hidden. However, when a trade is made all contact information will be exchanged for Buyer and Seller. Volume incentives are available to those sellers who trade in excess of $10,000,000.00 of product from January 1 thru December 31. Once the benchmark/incentive number is met, the new commission rate of 1/3% will go into effect thru December 31. Normal rate apply starting January 1st. THE NUTEXCHANGE does not guarantee performance, weights, terms, credit, quality or any other aspect of the transaction.

FEES: THE AUCTION FEE IS 1/2 % OF THE GROSS SALES AND IS TO BE PAID BY THE SELLER. IF THE AUCTION IS NOT USED AND A SALE IS MADE USING THE GLOBAL BOTTOMLINE BROKERAGE SERVICE, THE BROKERAGE FEE IS 2% AND IS TO BE PAID BY THE SELLER.

AUCTION OR COMMISSION FEES ARE DUE WITHIN 4 CALENDAR DAYS FROM THE CLOSE OF THE AUCTION OR FROM THE DAY OF THE TRANSACTION. WE ENCOURAGE WIRE TRANSFERS AND ACH PAYMENTS IN AN EFFORT TO EXPEDITE THE TRANSACTION. TRANSACTION DETAILS ARE NOT DISCLOSED UNTIL THE AUCTION/COMMISSION FEE IS RECEIVED.

AFI TERMS AND CONDITIONS APPLY TO EACH TRANSACTION . FOR MEMBERSHIP PLEASE VISIT http://afi.mytradeassociation.org. YOU MUST READ AND AGREE TO THESE TERMS AND CONDITIONS.


You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member. We strongly recommend that, as you read this User Agreement. We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. This Agreement may not be otherwise amended except in a writing signed by you and GLOBAL BOTTOMLINE / NUTEXCHANGE.COM. This Agreement is effective upon acceptance in registration for new registering users, and is otherwise effective on 11-01-04 for all users.

1. Membership Eligibility.
Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended members. If you are a under the age of 18, you can use this service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our Site. Further, your account (including feedback) and User ID may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

2. Fees and Services.
SEE DETAILS ABOVE

3. NUTEXCHANGE.COM is a Venue.
NUTEXCHANGE.COM is not an Auctioneer. Although we are commonly referred to as an online auction web site, it is important to realize that we are not a traditional "auctioneer." Instead, the Site acts as a venue to allow anyone to offer, sell, and buy just about anything, at anytime, from anywhere, in a variety of pricing formats, including a fixed price format and an auction-style format commonly referred to as "online auctions" or "auctions." We are not involved in the actual transaction between buyers and sellers. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. We cannot ensure that a buyer or seller will actually complete a transaction. Consequently, we do not transfer legal ownership of items from the seller to the buyer, and nothing in this agreement shall modify the governing provisions of TX. Com. Code and Uniform Com. Code.
Identity Verification. We do not verify the user information of buyer’s and seller’s. Release. Because we are a venue, in the event that you have a dispute with one or more users, you release GLOBAL BOTTOMLINE, LLC / NUTEXCHANGE.COM (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. This release applies to all civil codes.

4. Information Control.
We do not control the information provided by other users that is made available through our system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and NUTEXCHANGE.COM is not responsible for the acts or omissions of users on the Site.

5. Bidding and Buying.
As a buyer, you are obligated to complete the transaction with the seller:
if you purchase an item through one of our fixed price formats; or
if you are the highest bidder at the end of an auction (meeting the applicable minimum bid or reserve requirements) and your bid is accepted by the seller.
By bidding on an item you agree to be bound by the conditions of sale included in the item's description so long as those conditions of sale are not in violation of this Agreement or unlawful. Unless you and the seller agree otherwise, you will become the item's lawful owner upon physical receipt of the item from the seller.

6. Listing and Selling.
Listing Description. You must be legally able to sell the item(s) you list for sale on the Site. You must describe your item and all terms of sale on the listing page of the Site. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category. All items in multiple item listings must be identical.
Binding Bids. If you receive at least one bid at or above your stated minimum price (or in the case of reserve auctions, at or above the reserve price), you are obligated as the seller to complete the transaction with the highest bidder upon the auction's completion, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of your listing (such as payment method), or (b) you cannot authenticate the buyer's identity.
Fraud. Without limiting any other remedies, we may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
Manipulation. Neither you, bidders nor sellers may manipulate the price of any item nor may you interfere with other user's listings or transactions.

7. Your Information.
Definition. "Your Information" is defined as any information you provide to us or other users in the registration, bidding or listing process, in any public message area or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. Restricted Activities. Your Information (or any items listed) and your activities on the Site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be posted only in the Mature Audiences section and shall be distributed only to people legally permitted to receive such content; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement; (bb) are identical to other items you have up for auction but are priced lower than your item's reserve or minimum bid amount; (cc) are concurrently listed for sale on a web site other than NUTEXCHANGE.COM (this does not prevent linking to or advertising a NUTEXCHANGE.COM item from another web site); or (dd) you do not have a right to link to or include. Furthermore, you may not list any item on the Site (or consummate any transaction that was initiated using our service) that, by paying to us the fee, could cause us to violate any applicable law, statute, ordinance or regulation.
License. Solely to enable NUTEXCHANGE.COM to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. The NutExchange will only use Your Information in accordance with our Privacy Policy.

8. Access and Interference.
The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to NUTEXCHANGE.COM by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of NUTEXCHANGE.COM and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iv) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

9. Feedback.
Integrity. You may not take any actions that may undermine the integrity of this website. We may limit the number of bids and listings you may place on the Site based upon the level of your feedback. Your membership may be suspended, and you may be unable to list or bid if we receive negative feedback about you.
Export. You acknowledge that your feedback consists of comments left by other users. Import. We do not provide you the technical ability to import feedback from other websites. Your true online reputation within our community.

10. Breach.
Without limiting other remedies, we may limit your activity, immediately remove your bids or item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.

11. No Warranty.
WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 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.

12. Liability Limit.
IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).

OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. 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.

13. Indemnity.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

14. Legal Compliance.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.

15. No Agency.
You and NUTEXCHANGE.COM are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

16. Notices.
Except as explicitly stated otherwise, any notices shall be given by postal mail to NUTEXCHANGE.COM Attn: Legal Department PO BOX 7004 GRANBURY, TEXAS 76049. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to NUTEXCHANGE.COM during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

17. Resolution of Disputes.
In the event a dispute arises between you and NUTEXCHANGE.COM, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and NUTEXCHANGE.COM agree that any claim or controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation. ANY DISPUTES WILL BE BROUGHT BEFORE THE TEXAS JUDICIAL SYSTEM.
Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or NUTEXCHANGE.COM may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by AFI, the American Arbitration Association, or JAMS in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in HOOD County, TEXAS or where the defendant is located (in our case HOOD COUNTY, TEXAS, and in your case your home address or principal place of business). You and NUTEXCHANGE.COM agree to submit to the personal jurisdiction of the courts located within the county of HOOD, TEXAS.
Alternative Dispute Resolution. Alternatively, NUTEXCHANGE.COM will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in HOOD COUNTY, TEXAS or another location mutually agreed upon by the parties.

All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the first party to file a Claim. Should either party file an action contrary to this Section, the other party may recover attorneys' fees and costs up to $1000, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

18. Additional Terms.
Each of these policies may be changed from time to time and are effective immediately after we post the changes on the Site. In addition, when using particular services on the Site, you agree that you are subject to any posted policies or rules applicable to services you use through the Site, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.

19. General.
This Agreement shall be governed in all respects by the laws of the State of TEXAS as such laws are applied to agreements entered into and to be performed entirely within TEXAS. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by NUTEXCHANGE.COM in accordance with Section "Notices", in our sole discretion, Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections (Fees and Services) with respect to fees owed for our services, (Release), (License), (Access and Interference), (Liability Limit), (Indemnity) and (Resolution of Disputes) shall survive any termination or expiration of this Agreement.
Commercially available parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. If you are interested in learning more about these protections, information is available at http://www.safetysurf.com/ or other analogous sites providing information on such protections. The preceding link is provided for information purposes only, and is not intended as an endorsement of SafetySurf.com's Internet site, services, or policies. NUTEXCHANGE.COM is not affiliated with SafetySurf.com.
Disputes between you and NUTEXCHANGE.COM regarding our services may be reported to Customer Support by going to NUTEXCHANGE.COM PO BOX 7004 GRANBURY, TEXAS 76049. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity.