RugBird.com
Membership and Visitor Agreement
Welcome to RugBird.com. By using this web site, you accept the terms of this Visitor and membership agreement. This is a legally binding agreement between you and RugBird.com; please read it carefully.
Each of these policies and terms of agreement may be changed from time to time and are effective immediately after we post the changes on our Service, except our Privacy Policy for which we will provide you with thirty days prior notice. In addition, when using particular Services, you agree that you are subject to any policies or rules which are posted in conjunction with those Services. All such posted policies or rules are hereby incorporated by reference into this Agreement.
By continuing to use this web site following our posting of changes, you agree to be bound by this agreement, as modified. RugBird.com may change, expand, add new features, restrict access to, suspend, or discontinue this web site, or any portion of this web site, at any time.
--------------------------------------------------------------------
THE FOLLOWING DESCRIBES THE TERMS ON WHICH RugBird.com OFFERS YOU ACCESS TO OUR SERVICES.
This User Agreement ("Agreement") is a contract between you and RugBird.com, LLC. and applies to your use of the RugBird.com™ internet listing,publishing and sharing information and other web site services and any related products, software and services available through www.RugBird.com (collectively the "Service"). If you do not agree to be bound by the terms and conditions of this Agreement, please do not use or access our Services.
You must read, agree with, and accept all of the terms and conditions contained in this 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 of RugBird.com. Please note: underlined words and phrases and links to web pages and links to web sites that referenced at RugBird.com may have other conditions of their own use. By accepting this Agreement, you also agree that your use of other RugBird.com web sites and Services will be governed by the terms and conditions posted on those web sites.
For additional information about the Service and how it works, please also consult the RugBird.com Support Center.
We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall be effective 30 days after they are initially posted on our site. Upcoming changes will be emailed to your primary contact E-mail in our records for your notification of all policy updates.
In this Agreement, "you" or "your" means any person or entity using the Service ("Users", "members"). Unless otherwise stated, "RugBird.com," "we" or "our" will refer collectively to RugBird.com, LLC. and its subsidiaries including RugBird.com-TR, LLC. Unless otherwise specified, all references to a "bank" in this Agreement include savings associations and credit unions, and all references to a "credit card" include Visa- and MasterCard-branded debit cards.
This Agreement was last modified on February 25, 2005.
Eligibility
1.1 Eligibility. In order to use the Service, you must register for one of the Basic, Enhanced, Professional or Premium WEB Services account. Users may only hold one account. Our Services are only available to individuals or businesses that can form legally binding contracts under applicable law. Without limiting the foregoing, our Service is not available to minors (under 18),or persons who are suspended from our Service.
The Legal Relationship between You and RugBird.com.
2.1 Agency Relationship. RugBird.com acts as a facilitator to help you publishing products and contact information and collecting sales leads from potential customers, connecting with 3rd parties and sharing other information published by other members. We act as your agent based upon your direction and your requests to use our Services and software that require us to perform tasks on your behalf. You acknowledge that (i) RugBird.com is listing and information service and offers online software to manage members' own data. (ii)RugBird.com is not a seller but a facilitator that brings buyers and sellers together.
Buying and Selling Products
3.1 Publishing Information. RugBird.com is a product listing and information service that brings together buyers and sellers of variety of products including mainly but not limited to rugs, carpets and other oriental products. Information about a particular product is supplied by the seller, not by RugBird.com. The price and other terms of any sale remain subject to direct negotiation between the buyer and the seller. The prices listed by sellers on RugBird.com often exclude sales tax, finance charges, customs fees, import and export taxes, dealer documentary, and compliance fees, any or all of which may be added to the listed price to arrive at the final sale point of a particular product. Though we hope that you who come to RugBird.com will act honorably and treat each other fairly, we can't verify the information sellers supply or guarantee the products they offer. Nor can we assure the seller of a product that the check he/she gets from the buyer isn't going to bounce. When using this web site to find a buyer for your product or a product you can buy, we urge you to use the same common sense and good judgment you would use in selling a product through, or responding to, a classified ad in the newspaper.
There is no substitute for healthy skepticism and your own good judgment.
When you offer a product for sale through RugBird.com, you must be prepared to sell that product at the price at which, and the terms on which, you've listed it. You must have possession of the actual product listed and the ability to transfer possession. To list a product for sale on RugBird.com, sellers are required to provide certain identifying and contact information. The information must accurately identify the seller and the method of contact must permit buyers to communicate directly with the seller. You may not charge any potential buyer for information about any product listed for sale on RugBird.com, nor may you use our web site to promote, without our prior written permission, any other web site, product or service(excluding your own web page that you post in your company information form during registration with RugBird.com services).
3.2 Responsibility for published information. Responsibility for the information contained in RugBird.com lies with each seller. You alone are responsible for material you post and for the content of all email messages transmitted through RugBird.com. Nothing will undermine a user's confidence in the product you're looking to sell faster than inaccurate statements or misleading representations about the product. And since any erosion of user confidence in you is likely to be accompanied by erosion of user confidence in us, we care deeply about making sure that the information you supply is accurate and that, in all respects, you treat RugBird.com users fairly and honorably.
Though we can't monitor every transaction that originates on RugBird.com, we may perform random quality assurance tests to confirm that those who offer products for sale over RugBird.com are prepared to sell the products they publish at the prices at which, and the terms on which, they publish them. By using our services, you agree to cooperate in these random quality assurance tests. If our tests reveal, or we otherwise learn, that a seller is engaging in "bait and switch" or other unfair or deceptive practices, RugBird.com reserves the right to deny that seller use of our services.
Although RugBird.com cannot monitor all the information published to and shared on our web site, we reserve the right (but assume no obligation) to delete, move, or edit any ads or other postings that come to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons. By using RugBird.com you agree not to post or transmit any defamatory, abusive, obscene, threatening, misleading, or illegal material, or any other material that infringes on the rights of others or interferes with the ability of others to enjoy RugBird.com. We retain the right to deny access to anyone who we believe has violated these terms or any other term of this agreement. We will not, in the ordinary course of business, review the content of private electronic messages that are not addressed to RugBird.com. However, we may occasionally release information concerning such communications when release is appropriate to comply with law (including disclosure in response to a request from a law enforcement agency), to enforce our Visitor Agreement, or to protect the rights, property or safety of visitors to our site, our advertisers, the public or RugBird.com.
Services and Fee Payments
4.1 Accepting Service Fees. By using our services, you agree to pay the fees specified for the membership and complimentary services you select, regardless of whether your product sells as a result of the listing. Take care in selecting your membership and inputting your information; membership fees are not refundable, even if you provide erroneous information or fail to sell your products. In case of uncompleted data entry by you, RugBird.com may not function properly and you may not be able to receive some of the services included in your membership. Responsibility of entering necessary information is fully your responsibility.
4.2 Fee Schedule. All fees are set forth in the Fee Schedule. All fees will be assessed in the currency of the payment. Additional information about RugBird.com's fees is available in the Services and Fees page(http://www.RugBird.com/start-online-carpet-store.asp). Your account and all transactions are made and displayed in U.S. dollars unless otherwise specified and may be subject to exchange rates.
4.3 Based on the membership and services you may access different functions offered by RugBird.com. Content of memberships, allowed services for each membership and content of services may be changed with 15 days prior notice of application of the change.
4.4 RugBird.com is committed to supply continuous and uninterrupted service. However due to technical difficulties that may be originated by our software, upgrades and technical operations, or technical reasons of our service providers , service may be interrupted. RugBird.com is not responsible for all interruptions but committed to make necessary set up to run systems properly as soon as possible if interruption of service occurs. No redemption of fees can be requested by members for interruption and loss of data due to technical reasons or interruption of service.
4.5 Receiving Payments
RugBird.com appoints PayPal as our agent to cause the funds to be deposited on your behalf in the Pooled Accounts until we further instruct PayPal with respect to the transmission of our funds.
4.6 Sending Payments
By initiating and sending payments through the PayPal Service or adding funds to your balance, you appoint PayPal as your agent to obtain the funds on your behalf and to transfer the funds to us. PayPal will obtain the funds first by debiting your funds in the Pooled Accounts or redeeming your shares in the Money Market Fund, if any. If this is not sufficient to fund your payment fully,PayPal will obtain the remaining funds per your instructions by debiting a bank account that you designate or charging your credit card. When you send a payment, until that payment is accepted by us (which may occur instantly), you remain the owner of those funds and PayPal holds those funds as your agent, but you will not be able to withdraw those funds or send the funds to any other recipient unless the initial transaction is cancelled.
4.7 No spamming or data scrapping. We want potential buyers visiting RugBird.com to feel free to share their email addresses with those listing products for sale or publishing any other information on our site. By listing a product for sale or publishing information on this site, you agree to use the email addresses of those responding to your listing only for purposes of communicating with them about the reason requested by the visitor. By using this web site, you agree not to use information concerning other users of RugBird.com, or the products they've listed or searched for on this web site (including listing information, user names, email addresses, telephone numbers, and/or other information), for any purpose other than to explore the potential purchase or sale of a listed product or contact with sellers for business purposes.
Identity Authentication
5.1 Identity Authentication. We use many techniques to identify our users when they register on our site. Verification of Users is only an indication of increased likelihood that a User's identity is correct. You authorize RugBird.com, directly or through third parties, to make any inquiries we consider necessary to validate your registration. This may include verifying the information you provide against third party databases. However, because user verification on the Internet is difficult, RugBird.com cannot and does not guarantee any user's identity.
5.2 Release. In the event that you have a dispute with one or more users, you release RugBird.com (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
Limitation of Liability
6.1 Limitation of Liability. IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.
6.2 Indemnification. You agree to indemnify and hold RugBird.com, its parent, subsidiaries, affiliates, officers, directors and employees harmless from any claim or demand (including attorneys' fees) made or incurred 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 relating to your use of the Service.
6.3 Liability for Violations of the Acceptable Use Policy. If you engage in the following behavior, RugBird.com may fine you, as explained below.
Using the RugBird.com service to publish information on any sexually oriented or obscene materials or services in violation of RugBird.com’s Membership Agreement.
Using the RugBird.com service to publish information on any narcotics, other controlled substances, steroids or prescription drugs in violation of RugBird.com’s Membership Agreement.
You and RugBird.com agree that the damages that RugBird.com will sustain as a result of the behavior outlined above will be substantial, including (without limitation) fines and other related expenses from our members, governments and legal implications for such behavior and service providers, but may be extremely difficult and impracticable to ascertain. In the event that you engage in such activities, then RugBird.com may fine you $3000.00 USD and/or RugBird.com may take legal action against you to recover losses that are in excess of the amount fined. You acknowledge and agree that $3000.00 USD is presently a reasonable minimum estimate of RugBird.com’s damages,considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to RugBird.com that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. You agree that RugBird.com is entitled to deduct such fines directly from any existing balance in the offending account, or any other RugBird.com account owned by you.
If you use the RugBird.com service in a manner that violates the Acceptable Use Policy, including but not limited to the two categories described above, your account will be subject to limitation or immediate termination.
You further understand that, if you use the RugBird.com service in a manner that violates the Acceptable Use Policy, including but not limited to the two categories described above, RugBird.com may incur substantial liability and/or suffer significant damages, including (without limitation) fines and other related expenses from its members, governments and service providers. By selling publishing information (including access to content) in contravention of the Acceptable Use Policy or the Restricted Activities in this User Agreement, you acknowledge liability to RugBird.com for any and all damages suffered by RugBird.com. Without limiting the foregoing, you agree to reimburse RugBird.com for any and all costs, expenses, and fines levied on RugBird.com by its payment processors and/or service providers as a result of your activities.
You agree that, if either you or RugBird.com commence litigation or arbitration in connection with this paragraph, the prevailing party is entitled to recover reasonable attorneys’ fees and any other costs incurred in such proceeding in addition to any other relief to which the prevailing party may be entitled.
Your Information and Restricted Activities
7.1 Definition. "Your Information" is defined as any information you provide to us or other users in the registration, product information, company and other contact information or other features of our Service. You are solely responsible for Your Information, as we act as a passive conduit for your online distribution and publication of Your Information.
7.2 Restricted Activities. Your Information and your activities through our Service shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) consist of providing yourself a cash advance from your credit card (or helping others to do so), (d) be related in any way to gambling and/or gaming activities, (e)violate RugBird.com's Acceptable Use Policy; (f) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (g) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing trade, international trade, consumer protection, unfair competition, antidiscrimination, or false advertising); (h) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (i) be obscene or contain child pornography; (j) 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 other personal information; or (k) create liability for us or cause us to lose (in whole or in part) the services of our ISP's or other suppliers. If you use, or attempt to use the Service for purposes other than sending and receiving payments and managing your account, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.
7.3 License. Solely to enable RugBird.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, royalty-free, perpetual, irrevocable, sublicensible (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. RugBird.com will use and protect Your Information in accordance with our Privacy Policy.
7.4 Trademarks. RugBird.com, rugonline, smartchann and all related logos, products and services described in this web site are either trademarks or registered trademarks of RugBird.com, LLC, or its licensors, and (aside from the circumstances described below) may not be copied, imitated or used, in whole or in part, without the prior written permission of RugBird.com. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of RugBird.com and may not be copied, imitated, or used, in whole or in part, without the prior written permission of RugBird.com.
Not withstanding the above, HTML logos provided by RugBird.com through its Affiliate Program, may be used without prior written consent for the purpose of directing web traffic to the Service. These Logos may not be altered, modified, or changed in any way, or used in a manner that is disparaging to RugBird.com or the Service. Logos may not be displayed in any manner that implies sponsorship or endorsement by RugBird.com. RugBird.com is an online trade service, and no partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
7.5 Privacy and Security. We do not sell or rent your personal information to third parties for marketing purposes without your consent and we only use Your Information to send customer requests and inquiries. We publish your information regarding to your permission. All contact information and product information is subjected to be displayed to legal users of the service for facilitating purposes. Any private information should not be entered in the RugBird.com database and control of such information is under your responsibility.
Your account specific information such as your username and password is under our protection with the limits of storage of the data in our systems. We view protection of users' privacy as a very important principle. We understand clearly that you and Your Information are one of our most important assets. We store and process Your Information on computers located in the United States that are protected by physical as well as technological security devices. You should only log in to your RugBird.com account on a page which begins with http://www.RugBird.com/. All of our pages begin with http://www.RugBird.com/ and therefore you should not use any other site that does not begin as such. For payment purposes you will be sent to PayPal system which begins with https://www.paypal.com/. We do not keep any of your personal data such as financial records, credit card numbers or any other similar information.
7.6 Termination or Closing Your Account. You may close your account at any time by clicking the Cancel Membership link in your company Information page on the RugBird.com web site. Upon closure of an account, any pending transactions will be cancelled and any balances associated with memberships and services will be forfeited. Any funds that we are holding as prepayment for you at the time of closure, less any applicable fees, will be paid to you by check, assuming all withdrawal related authentication requirements have been fulfilled (for example, you may not use closure of your account as a means of evading fees you occurred. You should update your data on the system regarding to requirements of downgrade or cancellation).You may not use closure of your account as a means of evading investigation - if an investigation is pending at the time you close your account, RugBird.com may continue to hold your account for up to 180 days as appropriate to protect RugBird.com against any risks. You will remain liable for all obligations related to your account even after such account is closed. If you do not access your account for a period of three months, it may be terminated by RugBird.com at anytime. After the date of termination, we will use the information you provided to try to send you acknowledgement. If that information is not correct,and we are unable to complete acknowledgement and your account will be terminated without any notice.
7.7 Assignability. You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of RugBird.com. RugBird.com reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent.
7.8 Legal Compliance. You shall comply with all applicable U.S. and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of our Services.
Notices.
8.1 Electronic Communications. You agree that this Agreement constitutes "a writing signed by You" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Service ("Communications"), may be provided to you electronically and you agree to receive all Communications from RugBird.com in electronic form. Electronic Communications may be posted on the pages within the RugBird.com web site and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. RugBird.com reserves the right but assumes no obligation to provide Communications in paper format.
8.2 Procedure. Except as explicitly stated otherwise, any notices shall be given by postal mail to RugBird.com. LLC, Attn: Legal Dep, 6117 172nd St Fresh Meadows NY 11365 (in the case of RugBird.com) or to the mailing address or the email address you provide to RugBird.com during the registration process (in your case). Notice shall be deemed given 24 hours after posted or email is sent, unless the sending party is aware that the electronic communication was not received. Alternatively, we may give you notice by mail to the address provided to RugBird.com during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
8.3 Legal Disputes. In the event a dispute arises between you and RugBird.com, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and RugBird.com agree that any controversy or claim at law or equity that arises out of this Agreement or RugBird.com's 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, RugBird.com strongly encourages users first to contact RugBird.com directly to seek a resolution. RugBird.com will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.
8.4 Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, you or RugBird.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 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.
8.5 Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Queens, NY New York or where the defendant is located (in RugBird.com's case, Istanbul, Turkey, and in your case, your home address or principal place of business). You and RugBird.com agree to submit to the personal jurisdiction of the courts located within the Queens, New York.
8.6 Alternative Dispute Resolution. RugBird.com will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Queens, New York or another location mutually agreed upon by the parties.
8.7 Violations of Section 15. 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 party first to assert a Claim, either through a court filing or commencement of arbitration. Should either party file an action contrary to this Section 15, the other party may recover attorneys' fees and costs up to $1,000.00 USD, 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.
General. This Agreement is governed by and interpreted under the laws of the state of New York, U.S. as such laws are applied to agreements entered into and to be performed entirely within New York by New York residents. Notwithstanding the foregoing sentence, the Federal Arbitration Act ("FAA"), and all of its rules and procedures, shall govern Section 16 hereof, to the extent that the FAA is inconsistent with California law. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our 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 RugBird.com, in our sole discretion, to a third party in the event of a merger or acquisition. 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 and the documents it incorporates set forth the entire understanding between us with respect to the subject matter hereof. Sections Fees, Release, Access and Interference, Limitation of Liability, Indemnity, and Legal Disputes shall survive any termination or expiration of this Agreement.