Last updated: September 23, 2020 | Previous Terms and Conditions: Click Here
Thank you for selecting the Services offered by TradeGecko Pte Ltd (UEN 201203950N) and/or its parent company Intuit Inc. and its affiliates and subsidiaries (collectively, referred to as "TradeGecko", "we", "our", or "us"). Review these Terms and Conditions (“Agreement”) thoroughly. This Agreement is a legal agreement between you and TradeGecko. By accepting electronically (for example, clicking “I Agree”) installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms "you" or "your" will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.
This Agreement describes the terms governing your use of the QuickBooks Commerce (“QB Commerce”) online services provided to you at https://www.tradegecko.com (including all associated internet country codes) (the “Website”) as well as through any application interface on your mobile devices, and includes all of TradeGecko products, services, materials accessed through the Website, Content (defined below), updates and new releases (collectively, the “Services”). This Agreement includes by reference:
You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by TradeGecko. TradeGecko reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations, usage limitations, and otherwise comply with this Agreement, TradeGecko grants to you a personal, limited, nonexclusive, nontransferable, nonsublicensable, revocable right and license to use the Services.
2.2 You acknowledge and agree that the Services are licensed, not sold. You agree not to use, nor permit any third party to use, the Services or related content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
2.3 These Services are not intended for use by the United States federal government or other entities utilizing federal appropriated funds to acquire a license to the Services (collectively "Federal Users"). A license for use by Federal Users is not granted and any such usage is prohibited. In the event any Federal User should purport to acquire a license to the Services, such license is hereby nullified and declared void and no contract between TradeGecko and a Federal User shall result from such purported acquisition. TradeGecko reserves the right in its sole discretion: (i) to cancel any Services order placed by a Federal User (either directly from TradeGecko or from any third party) at any time, including but not limited to, after such Services have been provided to the Federal User at issue, and (ii) to restrict such Federal User's access or use of the Services.
2.4 Types of Users. When you initially register for and create an account for a Service, you are, or a party that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. The Administrator is responsible and liable for the acts, omissions and defaults arising from use of Additional Accounts in the performance of obligations under this Agreement as if they were the Administrator’s own acts, omissions or defaults. You may be referred to in this Agreement as "you" or "your" or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All users will be required to accept this Agreement before accessing the Services. As any user of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.
a. For Administrators. As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are TradeGecko customers, but that you are responsible for your Additional Users' access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account. Administrators may also authorize Additional Users to request charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to close or terminate your access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to Additional Users of your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator's or any Additional User's access to the Services.
b. For Additional Users. As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User's Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.
2.5 Storefront Terms. You may also be permitted to use the Services to create an online, virtual ecommerce storefront (“Store”) within the QB Commerce platform offered through a unique URL.
2.6 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. TradeGecko does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which TradeGecko is not responsible.
3.1 Responsibility for Content and Use of the Services. By making your Content available through your use of the Services, you grant TradeGecko a worldwide, royalty-free, non-exclusive license to host and use your Content. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, and works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including you) provide through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. TradeGecko is not responsible for any of your Content or data that you submit through the Services.
3.2 Restricted Use of the Services.
i. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages or would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
ii. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual's privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual to the public;
iii. Except as permitted by TradeGecko in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
iv. Virus, Trojan horse, worm or other disruptive or harmful software or data; or
v. Any information, software or Content that you do not own or have the right to use which is not legally yours and without permission from the copyright owner or intellectual property rights owners thereof.
3.3 Data and Public Content. As a user, you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other users, other TradeGecko customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another user’s Account Content, you understand and agree that the Account Content is being provided by the user, and not TradeGecko, for information and guidance purposes only, and TradeGecko and such user are not responsible in any way for your use the Account Content.
3.4 TradeGecko may monitor your Content. TradeGecko may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect TradeGecko, its customers or others, operate the Services properly or as otherwise provided in our Privacy Statement. TradeGecko, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
4.1 Payment for Services. For Services offered on a payment or subscription basis, the following terms apply if you are the user paying for the Services, unless TradeGecko notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the Website.
i. A valid credit card acceptable to TradeGecko;
ii. A valid debit card acceptable to TradeGecko;
iii. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
iv. By another payment option TradeGecko provides to you in writing.
4.2 Subscription Cancellation. The account Administrator may notify us if he or she wants to cancel the subscription prior to the beginning of the new subscription period pursuant to the procedures described here, which can be found in the “Plans and Billing” tab within your account “Settings”. In the event that TradeGecko is unable to charge a user’s chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, TradeGecko has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as TradeGecko is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.
4.4 Restrictions: Deactivation/ Cancellation When Exceeding Usage Limits. If at any time you exceed the usage limits for the subscription you purchased, we reserve the right to immediately deactivate or suspend your subscription and terminate access to the Services and to your data without notice. If your account is deactivated, you will not be charged further for your subscription, however, you will not be entitled to any proration of fees or refunds for unused subscriptions. We reserve the right to maintain your data in a read-only format for purposes of reviewing historical activity. This is subject to change without notice.
TradeGecko reserves the right to impose usage limits and restrictions on your use and subscription of QB Commerce. These limits may include, but are not limited to: monthly order volume, stock keeping unit ("SKU”) list entries, and automated data import and migration capabilities, inventory items, multi-language user interface functions, and contract manufacturing or multi-stage manufacturing product sourcing. If at any time you exceed the usage limits for the subscription you purchased, we reserve the right to immediately deactivate or suspend your subscription in accordance with the terms of this Section.
5.1 You agree that TradeGecko may use, disclose and otherwise process the personal information you provide, enter or upload when using the Services (“Personal Information”), in accordance with the QB Commerce Privacy Statement (provided with the Services and/or on the Website as updated from time to time), as part of the Services.
5.2 You represent and warrant to us that all Personal Information provided or otherwise made available to TradeGecko through the Services is done so in compliance with applicable law including applicable data protection laws, and that you have provided all necessary and appropriate notices, obtained all necessary consents and opt-outs, and otherwise have received all necessary and appropriate rights to enable TradeGecko to use, disclose, and otherwise process the Personal Information in accordance with this Agreement and the QB Commerce Privacy Statement. You agree to permit TradeGecko, or an independent auditor appointed by TradeGecko, to conduct reasonable audits and inspections to verify compliance with this Section 5.2.
5.3 If the storage and/or processing of Personal Information involves the transfer of Personal Information out of the European Union, European Economic Area, Switzerland and/or the United Kingdom that is subject to the General Data Protection Regulation 2016/679 and/or UK Data Protection Act 2018, you will comply with the data exporter obligations under the Standard Contractual Clauses (Controller to Controller) as set out in Commission Decision (2014/915/EC) as amended, updated or replaced from time to time (“Controller Model Clauses”) which are hereby incorporated into and form part of this Agreement and TradeGecko will comply with the data importer obligations under the Controller Model Clauses. For the purposes of Annex B of the Controller Model Clauses, the purpose of transfer is to provide the Services and the type of personal data, and the data subjects and recipients of Personal Information is set out in the QB Commerce Privacy Statement.
5.4 For the purposes of the California Consumer Privacy Act ("CCPA"), Intuit shall be considered a Business and/or Third Party, as applicable. You represent, warrant and covenant that all Personal Information provided or otherwise made available to Intuit is done so in compliance with applicable law, and that you have provided all necessary and appropriate notices and opt-outs, and otherwise have received all necessary and appropriate rights, to enable Intuit to (i) share any and all Personal Information you provided with any Intuit company, including Intuit Inc. and any parent, subsidiary, affiliate, or related company of Intuit Inc. (collectively, the "Intuit Family Companies"), and (ii) use any such Personal Information in connection with any and all Intuit Family Companies' internal operations and functions, including, but not limited to, improving such Intuit Family Companies' products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, you agree that the sharing of Personal Information between Intuit Family Companies does not constitute a "sale" of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.
5.5 You agree to indemnify and hold us harmless from and against all claims, liabilities, costs, expenses, loss or damage (including consequential losses, loss of profit and loss of reputation and all interest, penalties and legal and other professional costs and expenses) incurred by us arising directly or indirectly from a breach of this Section 5.
6.1 TradeGecko may freely use feedback you provide. You agree that TradeGecko may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant TradeGecko a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to TradeGecko in any way.
6.2 Third-party Services. Our Services contain features designed to interoperate with third-party services. Such Service features depend on those third-party providers continuing to make their services, including their application programming interfaces ("APIs") where applicable, available for the Services. If any of those third-party service providers ceases to make its applicable services or APIs available on reasonable terms to TradeGecko, we may cease providing the corresponding features without entitling you to any refund, credit, or other compensation.
6.3 Publicity. You hereby grant to TradeGecko, and anyone TradeGecko may designate, the irrevocable right to use in perpetuity, although without obligation to do so, your name, initials, likeness, company or firm name, city of residence, video, or photograph and your statements, and refer to you as a user of the Service in any publicity, press release, advertising or marketing material, throughout the world and using any form of media. If you wish to use or display TradeGecko’s trademarks or mention TradeGecko in any publication, website, press release or in any other manner, you must obtain the prior written consent of TradeGecko.
6.4 We may tell you about other TradeGecko services. You may be offered other services, products, or promotions by TradeGecko ("Other Services"). Additional terms and conditions and fees may apply. With some Other Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant TradeGecko permission to use information about your business and experience to help us to provide the Other Services to you and to enhance the Services. You grant TradeGecko permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant TradeGecko permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
6.5 Communications. TradeGecko may send you Communications that are required by law or that may pertain to the Services or third party products. Additionally, certain third party services you choose may require Communications with third parties who administer these programs. You agree that we and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites including https://www.tradegecko.com/.You consent to receive these Communications electronically. The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Services or third party services. We may also send Communications to you using the means listed below.
6.6 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact TradeGecko if you become aware of any unauthorized access to your account(s), including any misuse of your password(s) and user ID(s). The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
6.7 Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the Website or to the email address on record. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
6.8 Disputes of Ownership. In the event of a dispute regarding account ownership, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc. Upon proof of ownership, TradeGecko retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful owner. TradeGecko also reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.
7.1 Mobile access to the Services requires an active subscription, internet access, and may not be available for all mobile devices or telecommunication providers. You will need to check the Website to ensure your mobile device and telecommunications provider is compatible with the Services. TradeGecko is not obligated to provide a compatible version of the Services for all mobile devices or telecommunication providers, which are subject to change by TradeGecko at any time with reasonable notice to you. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
TO THE EXTENT PERMITTED BY LAW, TRADEGECKO MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
7.2 Apple Requirements. If you downloaded the Services from the Apple iTunes Store the following apply:
8.1 Trial Version. If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial ("Trial Period") unless you terminate before the trial period ends. You must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If you terminate before the Trial Period ends or do not purchase a license to the Services by the end of the Trial Period, you will not be able to access or retrieve any of the data or Content you added to or created with the Services during the trial.
8.2 Beta Features. From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
9.1 YOUR USE OF THE SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRADEGECKO, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY, CONDITION, REPRESENTATION OR GUARANTEE THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, OR REGARDING TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. TRADEGECKO AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRADEGECKO’S, ITS AFFILIATES’ AND ITS SUPPLIERS’ LIABILITY FOR THE BREACH OF ANY IMPLIED CONDITION, GUARANTEE, REPRESENTATION OR WARRANTY WHICH CANNOT BE EXCLUDED IS (IF ANY LEGISLATION SO PERMITS) LIMITED TO THE MAXIMUM EXTENT SUCH CONDITION, GUARANTEE, REPRESENTATION OR WARRANTY CAN BE LIMITED UNDER APPLICABLE LAW.
9.3 TRADEGECKO, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR THE SERVICES AGREEMENT(S) TO THE CONTRARY, THE ENTIRE LIABILITY OF TRADEGECKO, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, TRADEGECKO, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, SERVICE DOWNTIME, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET TRADEGECKO SYSTEMS REQUIREMENTS, IN EACH CASE WHETHER DIRECT OR INDIRECT. THE ABOVE LIMITATIONS APPLY EVEN IF TRADEGECKO AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF TRADEGECKO, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold TradeGecko and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). TradeGecko reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by TradeGecko in the defense of any Claims.
We reserve the right to modify this Agreement, in our sole discretion, at any time. Such modifications may be posted through the Services, on our Website or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.
TradeGecko may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services: (i) violates the Agreement; (ii) is in violation of a law or regulatory requirement; (iii) is in a manner not contemplated by this Agreement; (iv) is improper or substantially exceeds or differs from normal use by other users; (v) raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; (vi) to protect the integrity or availability of the Services or systems and comply with applicable TradeGecko policy; (vii) if you no longer agree to receive electronic communications; or (viii) or if your use of the Services conflicts with TradeGecko’s interests or those of another user of the Services. Upon termination, you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect TradeGecko’s rights to any payments due to it. Sections 2.2, 3 through 18 will survive and remain in effect even if the Agreement is terminated.
You agree that you and anyone who uses the Services are not prohibited from receiving the Services under the laws of the United States, the United Kingdom, Canada or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals, Canada’s economic sanctions list, the United Kingdom HM Treasury Financial Sanctions List, or any other similar prohibition. You will not transfer or provide any part of the Services in violation of these laws and regulations, directly or indirectly. You are prohibited from using your account while in certain geographic locations. We may suspend or terminate your use of the Services if we have reason to believe you are operating your account from a sanctioned location or are otherwise in violation of applicable global trade regulations.
California state law governs this Agreement without regard to its conflict of laws provisions.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THIS SECTION 15, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. Additionally, under Consumer Arbitration Rule 9(b) either party may elect to take a claim to small claims court, even after filing an arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INTUIT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Intuit Inc., in care of our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, TradeGecko will pay them for you. In addition, TradeGecko will reimburse all such fees and costs for claims where the claims, as alleged, total less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, TradeGecko will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
TradeGecko does not represent that the Services and/or Content within the Services is appropriate or available for use in all jurisdictions or countries. You are prohibited from accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction. This Section 15 shall survive expiration, termination or rescission of this Agreement.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
This Agreement and all additional terms and conditions and agreements referenced in Section 1 of this Agreement, is the entire agreement between you and TradeGecko regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. Any license of TradeGecko software or purchase of TradeGecko services and support are made pursuant solely to the terms and conditions of this Agreement. Notwithstanding the content of any purchase order, sales order, sales confirmation, or any other printed or pre-printed document relating to the subject matter herein, the terms and conditions contained in this Agreement shall take precedence over any contract or other document between you and TradeGecko, and shall be incorporated by reference into any subsequent purchase order, sales order, or contract, and any conflicting, inconsistent, or additional terms and conditions contained therein shall be null and void. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of TradeGecko. However, TradeGecko may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by TradeGecko; or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact TradeGecko via an email to: email@example.com.
In the event of a conflict between the terms of general Terms of Service and the “Country Specific Terms” below, the Country Specific Terms shall apply. Notwithstanding any to the contrary above, if you are accessing or using the Services in the following countries, you also agree to the following:
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, (B) FRAUD OR FRAUDULENT MISREPRESENTATION, OR (C) ANY OTHER LIABILITY TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
ASSIGNMENT AND NOVATION
TradeGecko may assign or novate any or all of its rights and obligations under this Agreement, in whole or in part, to (a) an affiliate, (b) a company through a sale of assets by TradeGecko; or (c) a successor by merger, in each case on written notice to you and provided the assignee agrees to fulfill TradeGecko’s obligations hereunder. You hereby irrevocably consent in advance to any such assignment or novation and acknowledge and agree that any such assignment or novation shall be effective without any further consent from you on the date specified in the relevant notice.
RIGHTS OF THIRD PARTIES
Except as provided in Section 7.2(i), a person who is not a party to this Agreement shall have no right under, with respect to Singapore, the Contracts (Rights of Third Parties) Act (Cap 53B), and with respect to the UK, the Contracts (Rights of Third Parties) Act 1999, to enforce any of its terms. Each party represents to the other that their respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.
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