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Membership Agreement
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Effective Date: may 31, 2000 I. WatchFloor Ltd. WEB SITE GENERAL TERMS AND
CONDITIONS WatchFloor provides a web site located on the Internet at http://www.watchfloor.com
(the "Site") that allows registered
customers ("Members") to buy and sell watches and watch
related products through WatchFloor's TradingFloor (the "TradingFloor")
and to gain access to relevant industry information and services using the
Site. Members are able to access all of the news and content available on
both the Site and the TradingFloor. Through the TradingFloor, Members are
able to offer watches for sale, search available products, post or search
inquiries, engage in negotiations and close transactions with other
Members. Members can be both Buyers and Sellers. If a Member offers
products for sale or responds to an inquiry, the Member is considered a
"Seller", and his offer appears as an "BID" in
the TradingFloor. If a Member responds to an offered product, or posts an
inquiry for the purchase of products, the Member is considered a "Buyer",
and his inquiry appears as an "ASK" in the TradingFloor. 1. Agreement with Terms and Conditions This Membership Agreement (this "Agreement") describes
the Terms and Conditions applicable to your use of the Site and the
TradingFloor. By either clicking the "I AGREE" button
below or signing a hard copy of the application and faxing it to the
number indicated, you accept the terms and conditions of this Agreement.
Please print a copy of these Terms and Conditions for your records. If you
do not accept these Terms and Conditions or have questions concerning
these Terms and Conditions, please contact us at +43 (1) 319-8476 or at memberservices@watchfloor.com WatchFloor may amend the Member's Terms and Conditions at any time by
posting the amended Member's Terms and Conditions on the Site and the
effective date of any such amendment will be 4 weeks after the date on
which the amended member's Terms and Conditions is so posted on the Site.
In addition, WatchFloor will e-mail all Members a notice of the amended
Member's Terms and Conditions. If you do not wish to be governed by the
new version of this Agreement you may notify us within the above period of
four weeks, and from the date the new version takes effect your membership
automatically ceases. Without limiting the generality or effect of the
foregoing, we may also add, delete or modify some or all of our services
at any time in our sole discretion. The term "Member" or "Membership", as referred to
in the terms and conditions shall mean –The holder of a valid username
and password (login) for the Site during the term of membership. The "Term of Membership" is one year. To become a Member, you must register as such by filling in an
application form and provide various documents to prove your professional
status. After the approval of your application and the receipt of
your membership fee by WatchFloor.com your selected User Name and
Password becomes valid. The member fee has to be paid on an annual basis. 2. Eligibility for Membership The Site and TradingFloor are available to any qualified participants
in the worldwide watch industry who are capable of forming legally binding
contracts under applicable law. Notwithstanding anything to the contrary
contained in this Agreement, we may refuse to accept an application for
membership in our sole discretion and/or limit a Member's use of the Site
and/or TradingFloor at any time in our sole discretion. The Board of
Directors of WatchFloor Ltd. reserves the right, in its sole discretion,
to terminate the membership rights of any member for any reason, at any
time. If you have any questions about the Member's Terms and Conditions,
please contact us at +43 (1) 319-8476 or at membersservices@watchfloor.com 3. Terms and Conditions Between Members This Agreement, including, without limitation, Section II hereof (the
"Transaction Rules"), the Privacy Policy referred to herein
located at http://www.watchfloor.com/privacy.htm or accessible through
the "Site Resources" section of the Site (the "Privacy
Policy") governs your use of the Site and participation in the
TradingFloor and constitute your "Member's Terms and Conditions."
However, the specific terms and conditions of a Member's purchase or sale
of products (such as pricing,
warranties from Sellers, delivery, etc.) through the TradingFloor are
established between Buyer and Seller, subject to compliance with the
Transaction Rules. Each Buyer or Seller with which you do business on
the Site has the option to add its own terms and conditions within the
designated area on the "Additional information" section of the
TradingFloor. Although Sellers will post products
to the TradingFloor and Buyers will post inquiries to the
TradingFloor, WatchFloor is merely a venue for Buyers and Sellers to agree
upon the terms of transactions. WatchFloor does not set nor endorse the
price, contract terms, quality, safety, conformance or legality of the
products and services advertised or offered for sale, the ability of
Sellers to sell products or
the ability of Buyers to buy products . We cannot and do not control
whether Sellers will complete the sale of products they
offer. We are not responsible with respect to payment or collection for
orders made and bids placed on the Site. WATCHFLOOR PROVIDES THE SITE AND THE TRADINGFLOOR ON
AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT
WARRANTY OR CONDITION, EXPRESS OR IMPLIED. MEMBER AGREES THAT USE OF THE
SITE AND TRADINGFLOOR IS AT MEMBER'S SOLE RISK. WATCHFLOOR EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I)
THE IMPLIED WARRANTIES OF MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT, (III) THAT SERVICE WILL BE CONTINUOUS,
UNINTERRUPTED AND/OR ERROR-FREE, (IV) AS TO THE QUALITY, IDENTITY OR
RELIABILITY OF ANY BUYER OR SELLER AND WHETHER YOU SHOULD DO BUSINESS WITH
SUCH BUYER OR SELLER, AND (V) AS TO THE ACCURACY OF POSTINGS MADE ON THE
SITE BY OR ON BEHALF OF SELLER OR BUYER. THE PARTIES DESIRE AND AGREE TO COMPLY FULLY WITH ALL
APPLICABLE LAWS, RULES AND REGULATIONS. The TradingFloor acts as exchange for Members to
purchase and sell watches and watch related products. WatchFloor is not
involved in the actual Transactions between Members. Accordingly, we have
no control over the truth or accuracy of postings, the ability of sellers
to sell listed products or buyers to purchase products. Because we are not
involved in Member-to-Member Transactions, in the event of any dispute
between you and another Member, you release WatchFloor, its agents and
employees from any claims and damages of every nature (including, without
limitation, actual, special, incidental and consequential), known and
unknown, disclosed and undisclosed, arising out of or in any way connected
with such dispute. Nevertheless you have always the right to contact WatchFloor, if any
problems occur, which can not be resolved between yourselves. In this case
WatchFloor will act as arbitrators. 4. Access to the Site
a) Equipment and Connections. Member is responsible for providing all
equipment necessary to access the internet and the Site. Access to the
Site requires use of Microsoft Explorer 4.0 or higher or Netscape
Navigator 4.0 or higher. b) Availability of the Site. The Site is usually available 24 hours a
day, 7 days a week. However, we retain the right to make the Site and
TradingFloor unavailable from time to time for any reason. Member agrees
that WatchFloor shall not be liable for any damages arising from any
interruption, suspension or termination of the Site and/or the
TradingFloor. c) Use of Passwords. Access to and use of the Site and TradingFloor is
through a combination of a User Name and Password. Each Member will choose
his or her own unique User Name, and alphanumeric Password. Acceptance of
a membership application and reveiving the payment of your membership fee
by WatchFloor validates a Member's User Name and Password. The User Name
and Password provide entry to the TradingFloor. No Member or other
person is permitted to access the TradingFloor using the User Name and
Password of any other Member. To pass on your User Name and Password may
lead to your immediate suspension. 5. System Integrity
a) Applicable Laws. Member agrees to comply with all applicable
national and international laws, statutes, rules and regulations relating
to Member's use of the Site and the TradingFloor. Without limiting the
foregoing, Members are responsible for observing all applicable tariffs
and trade laws. b) No Unauthorized Access. Member shall not provide access to the Site
to other persons through use of Member's User Name and Password. The
Member is solely responsible to ensure that it takes no action or omits to
take action which in either case results in any other person utilizing
Member's User Name and Password. WatchFloor is specifically not
responsible for the use of any Member's User Name and Password by another
party, except to the extent due to the gross negligence of WatchFloor. c) Malicious Intent. Member agrees not to tamper in any way with the
software or functionality of the Site. Without limiting the foregoing,
Member agrees not to put any material into the Site or TradingFloor which
contains any viruses, time bombs, trojan horses, worms, cancelbots or
other computer programming routines that may damage, interfere with,
intercept or expropriate any system, data or information. d) Maintenance of Confidential Information; Privacy. Member agrees not
to disclose other Members' confidential information consistent with
accepted industry practices. In addition, Member agrees not to disclose
WatchFloor confidential information, such as User Name and Password, even
within Member's own organization. Member agrees not to invade
another Member's privacy. This includes, but is not limited to, the breach
or attempted breach of the security of another Member's computer, software
or data without the knowledge and express consent of such Member. Use or
distribution of tools designed for compromising privacy or security is
strictly prohibited. WatchFloor's use of information set forth on the
TradingFloor will be made in accordance with the then current WatchFloor
Privacy Policy, the terms and provisions of which are herein incorporated
by reference. 6. Information posted on the Site Member is solely responsible for information which it posts on the
Site. WatchFloor does not endorse any information posted on the Site by
Members or third parties. Member agrees that WatchFloor has no obligation
to monitor the content on the Site, the TradingFloor or links to other web
sites, and expressly disclaims any responsibility of WatchFloor to filter
any such content. However, we may take any action with respect to such
information we deem necessary or appropriate in our sole discretion if we
believe such information may give rise to liability to us or other parties
or interfere or impair our relationship with any Member. Information posted on the Site (a) must not be fraudulent or involve
the sale of stolen items; (b) must not infringe any third party's rights,
including but not limited to copyright, patent, trademark, trade secret,
or other proprietary rights or rights of publicity or privacy; (c) must
not violate any applicable law, statute, rule or regulation; (d) must not
be obscene, indecent or contain pornography; (e) must not be defamatory,
trade libelous, threatening or harassing; and (f) must not link directly
or indirectly to or include descriptions of products that (g) are prohibited by this Agreement. In addition, you
may not post on the Site or sell on the TradingFloor any product which
could reasonably be expected to result in a violation of any applicable
law, statute, rule or regulation. 7. Intellectual Property Matters Member acknowledges that all data developed and/or collected by
WatchFloor in connection with the operation of the Site and the
TradingFloor shall be the exclusive property of WatchFloor. WatchFloor's
use of such data will be made in accordance with the Privacy Policy, but
no information concerning Member shall be shared with any third parties
without the prior written consent of Member, except (i) for the fact that
Member is a member of WatchFloor, (ii) pursuant to the license granted
below, and (iii) for data derived from Transactions. All third party content published on the Site is property of the
respective copyright owners and may not be copied or distributed in any
way by Members for commercial purposes. To enable us to use information provided by you in connection with the
operation of the TradingFloor and the Site and the advertisement thereof
by the Company without violating any rights you have in the information,
Member grants to WatchFloor a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free right to exercise the copyright, trademark and
publicity rights (but not other rights) you have in such information on
the Internet and otherwise in any publicity material of the Company.
WatchFloor's use of such information will be in accordance with the
Privacy Policy, but no information concerning Member shall be shared with
any third parties without the prior written consent of Member, except (i)
for the fact that Member is a member of WatchFloor, (ii) pursuant to the
license granted above, and (iii) for data derived from Transactions. The foregoing license will terminate upon the termination of Member's
membership in WatchFloor. 8. Termination and Expiration a) Termination Rights. Either WatchFloor or Member may immediately
terminate this Membership Agreement at will, without cause in writing or
via e-mail. Notwithstanding and as stated above, the subscription or
‘Term of Membership’ is one year and
Member warrants the payment of the total sum of its member fee and
this applies even if WatchFloor or the member decides to terminate the
membership before the twelve months of membership expires. Therefore, if
termination is requested either by Member or WatchFloor before the Term of
Membership expires, the member fee already paid is not refunded. Refunds of member fees are only and solely propotionally granted in
case the operation of the TradingFloor is finally discontinued. b) Member Obligations Upon Termination or Expiration. Member agrees
that, upon termination of this Membership Agreement, Member will:
9. Relationship between WatchFloor and Members Member and WatchFloor are independent contractors, and no agency,
partnership, joint venture, employer-employee or other similar
relationship is intended or created by Member's acceptance of the Member's
Terms and Conditions, use of the Site or participation in the
TradingFloor. 10. Dispute Resolution and Applicable Law This Membership Agreement and the Member's Terms and Conditions and the
relationship between Member and WatchFloor shall be governed by and
construed in accordance with the laws of Hong Kong without regard to its
conflict of law provisions. Member and WatchFloor agree that any
controversy or claim arising out of or relating to the Member's Terms and
Conditions and the relationship between Member and WatchFloor shall be
submitted to the personal and exclusive jurisdiction of the courts located
within Hong Kong. 11. Limitation of Liability As a condition of membership to the Site, and in consideration of the
services provided by WatchFloor, Member agrees that neither WatchFloor,
nor any officer, affiliate, director, shareholder, agent or employee of
WatchFloor will be liable to Member or any third party for any direct,
indirect, incidental, special, punitive, or consequential loss of profits,
loss of earnings, loss of business opportunities, damages, expense, or
costs resulting directly or indirectly from, or otherwise arising in
connection with: 1. the use of the Site by the Member, including but not limited to
damages resulting from or arising from Member's reliance on the
TradingFloor, or the mistakes, omissions, interruptions, errors, defects,
delays in operation, non-deliveries, mis-deliveries, transmissions,
eavesdropping by third parties, or any failure of performance of the
TradingFloor; 2. the termination of Member's membership by WatchFloor pursuant to the
Member's Terms and Conditions; 3. the failure, or alleged failure, of any product purchased or
transferred pursuant to the TradingFloor to conform to any specifications
or terms, whether published on the TradingFloor or not; 4. the breach, or alleged breach, of any warranty, express or implied,
relating to any such product or shipment; or 5. government restriction, strikes, war, any natural disaster or force
majeure, or any other condition beyond WatchFloor's reasonable control. The limitations set forth in this section do not apply to the gross
negligence or willful misconduct of WatchFloor and its affiliates
(excluding Members), subcontractors, employees, and agents, which, but for
this provision, would give rise to a course of action in contract, or any
other legal doctrine. 12. Indemnification Without limiting the generality or effect of other provisions of this
Agreement, as a condition of membership, each Member agrees to indemnify,
hold harmless, and defend WatchFloor, and each of its respective
affiliates, sub-contractors, agents, and employees against all third party
claims, liabilities and damages incurred or allegedly incurred by
WatchFloor arising out of such Member's engagement in transactions on the
Site, including but not limited to any product
sold on the TradingFloor for failure of a product to meet
specifications or breach of warranty, but excluding such damages arising
out of WatchFloor's gross negligence or willful misconduct. 13. Other General Provisions This Agreement and the Member's Terms and Conditions constitute the
entire agreement and understanding between the parties with respect to the
subject matter of this Membership Agreement and supersedes and replaces
any and all prior written or verbal agreements. Headings are for
references only. A party's failure to insist upon or enforce strict
performance of any provision of the Member's Terms and Conditions shall
not be construed as a waiver of any provision or right. Neither the course
of conduct between Member and WatchFloor nor trade practice shall act to
modify any provision of the Member's Terms and Conditions. If any
provision of this Agreement is held to be invalid or unenforceable, such
determination shall not affect such provision in any other respect or any
other provision of the Member's Terms and Conditions which shall remain in
full force and effect. This Agreement may not be assigned or transferred
to third parties by Member without prior written permission from
WatchFloor. II. TRANSACTION RULES The following Transaction Rules are incorporated into and subject to
the terms of the Membership Agreement between you and WatchFloor. You, as
a Member, agree to abide by such Transaction Rules as a condition to your
use of the Site and participation on the TradingFloor. 1. Transaction Rules - General b) All items sold on the TradingFloor must be as described by the
Seller, and understood by the buyer. c) If you commit to buy or sell, you must stand behind your commitment,
even if no money has changed hands. d) All payments, adjustments and refunds must be made in time, always
as agreed with the seller. e) Keep your promises on shipping dates. f) Keep your User Name and Password confidential at all times. 2. Transaction Rules - Buyer e) Buyer has obligation to keep his or her listings on WatchFloor
updated at all times A Buyer can view offers either by being the direct recipient of an
offer by a specific Seller, or by searching the TradingFloor for products
listed by a Seller. Placing an Inquiry 3. Transaction Rules - Sellers b) All bids can be made in several currencies listed. c) WatchFloor does not charge Sellers any Transaction Fees for selling
products on the TradingFloor. d) Seller has obligation to keep his or her listings on WatchFloor
updated at all times. Responding to Inquiries FURTHERMORE; YOU GUARANTEE THE THRUTHFULNESS AND ACCURRACY OF YOUR
PERSONAL DATA AS WELL AS ANY OTHER DETAIL REQUESTED IN THE APPLICATION: IF
ANY OF THE INFORMATION YOU ENTER BECOMES INCORRECT OR IS SUPERSEDED; YOU
ARE HEREBY COMMITTED TO GIVE WATCHFLOOR NOTICE OF THE CORRECTED
INFORMATION BY CONVENTIONAL MAIL OR BY E-MAIL TO memberservices@watchfloor.com
WHICH; IN CASE OF CHANGES REGARDING YOUR PROFESSIONAL STATUS; WILL DECIDE
ON THE CONTINUATION OF YOUR MEMBERSHIP. |