Please read carefully the following Terms before your registration in the Exiros' Site.
To continue with the enrollment process, express your acceptance by clicking "Accept"
at the bottom of the page. Exiros' Site is a site operated by Lomond Holdings, B.V.
("Company"). Company has created and provides Exiros, a web
site for the use of Visitors and Members, under the terms and conditions stated
bellow. Visitors and Members must assume to have agreed with these terms and
conditions. Otherwise, please refrain from visiting the site and registering in
Exiros' Site.
1. DEFINITIONS
Capitalized terms used in these Terms and not otherwise defined herein shall
have the meanings set forth below:
"Affiliate": means, of any specified
person, any other person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified person. For the
purposes of this definition, "control"
when used with respect to any specified person means the power to direct the
management and policies of such person directly or indirectly, through the
ownership of voting securities or the right to elect the majority of the members
of the board of directors of such person ad the terms "controlling"
and "controlled" have meanings correlative to the foregoing.
"Company": means Lomond Holdings, B.V., a company
organized and existing under the laws of Netherlands, with principal address in
Schowburgplein 30-34, 3012 CL Rotterdam, Holland.
"Exiros": means all Company's Affiliates
including but not limited to Exiros. IT S.R.L., Exiros.Ar S.A., Exiros Mexico
S.A. de C.V., Exiros.Br Ltda. Exiros USA Corporation, Exiros Canada Inc.,
Exiros.Ro SRL, Exiros (Beijing) Trading Co. Ltd and Exiros de Colombia Ltda.
"Exiros's Site": means the Company's site
available at http://www.exiros.com., which includes the Market.
"Market": refers to the electronic market of
catalog product and services and the auction site within Exiros' Site, to
be used exclusively by the Members.
"Member": refers to a registered Exiros Site' user,
i.e. a company that has accepted the Member's Registration Terms and Conditions
and whose subscription has been approved by the Company, including any of its
representatives or authorized persons to use the Market.
"Password": means the alphanumeric secret code
which Members must supply in combination with User Name (as defined below) in order
to be able to access to the Market.
"Products ": means any good offered, promoted,
purchased or sold, or that a Member is planning to sell through Exiros' Site,
or that a Member is planning to sell based, in whole or in part, on information
obtained through Exiros' Site.
"Services": refers to any service offered,
promoted, sold or that a Member is planning to supply through Exiros' Site,
or that a Member is planning to supply based, in whole or in part, on information
obtained through Exiros' site catalog market, the auction market or any
other services provided by the Company through Exiros' Site or the Market.
"Terms": refers to the terms and conditions
of the present agreement.
"User Name": means a name that uniquely identifies
a Member which in combination with the Password enables Members to access to the Market.
"Visitor": refers to any person who visits Exiros' Site,
whether a Member or not.
2. TERMS AND CONDITIONS
2.1 Legal Competency Statement
The mandatory condition for utilizing the Market is registration on Exiros' Site.
Members agree to supply complete and updated information to Company during the
registration process which shall include (but shall not be limited to) the
Member's legal name, details of the Member's incorporation,
the Member's principal office or registered address; billing address,
contact telephone and tax numbers and e-mail addresses and the names and details
of the Member representatives and all initial authorized users of the Member.
By accepting the Terms a Member will be deemed to have stated and to guarantee,
before the Company and the other Members, truthfulness, accuracy and correctness
of all the data entered, as well as the fact that the firm: (i) is a commercial
corporation, and therefore is not an end-consumer; and (ii) have carefully read,
understood and fully and unconditionally acknowledges and agrees with the Terms
and the fact that the transactions entered into are binding and irrefutable,
regarding the Member and the registration date, any time the Member uses Exiros' Site
or enters into a transaction.
Exiros does not undertake to carry out any Member data verification and it is
the Member's responsibility to ensure that the data supplied is accurate.
The Member shall be responsible for updating its registration information.
2.2 Acceptance of Terms
These Terms govern the use of Exiros' Site. By selecting the
"Accept" button the Member accepts, and agrees to the Terms.
2.3 Rights of a Company to Modify these Terms
The Company is entitled to modify these Terms at any time. Company shall not
be obliged to notify the Member of such a change. It is the Member's responsibility
to check these Terms regularly. Any modifications shall be deemed to have been
acitly accepted by the Member should the Company not have received, within 15
days from the date of publishing at Exiros' Site, a notice from the Member
expressing his refusal to the modification. The Member's continued use of
Exiros' Site shall imply unconditional acceptance of the modifications by
the Member.
3. REQUIREMENTS FOR THE USE OF THE EXIROS' SITE
3.1 Prior requirements
The Company retains the right to admit, reject and select Members as its exclusive
discretion in its role of operator of Exiros' Site. The Company shall not be
obligated to provide any feedback or to discuss the reasons why it declined any
Member.
4. MEMBERS OBLIGATIONS AND RESPONSIBILITIES
4.1 Technical Aspects
4.1.1 Equipment and Connectivity
Members will be in charge of the provision and proper operation of all the
equipment necessary to access to the Exiros' Site. Access to Exiros' Site
requires a standard and reliable internet connection and Microsoft Internet
Explorer (minimum requirement 6.x version) or any other software compatible with
Microsoft Internet Explorer.
4.1.2 User Name and Password
Market access and its use are done through the combination of User Name and
a Password. Upon registration on Exiros' Site, each Member shall choose
its exclusive User Name and alphanumeric Password. User Name and Password grant
access to the Market. The Password enables the Member to effect transactions in
the Market to the extent authorized according to its role performed in the market.
User Name and Password are strictly personal and non-transferable. The Members
shall pledge no to disclose them to third parties and to store and safeguard them
with the utmost care. The Members shall be held solely accountable for their use
by third parties and, in any case, is fully committed to immediately notifying
the Company in case of their theft or loss. Members will be responsible for
ensuring that all persons who access Exiros' Site through an internet
connection are aware of these Terms, and that they will comply with them and
shall use its best endeavors to prevent unauthorized access to the Exiros' Site.
4.2 Obligation regarding Exiros' Site
With regards Exiros' Site utilization, the Members agree to refrain
from conduct and behavior which may be deemed anti-competitive, illegal, unlawful
or in violation of third party rights and from spreading false, deceitful and
illicit information. Members shall use the Exiros' Site only in accordance
with these Terms.
Members shall comply with all laws and regulations which apply to the Member use
of the Exiros' Site.
Members shall assist the Company as required to make such security checks as are
considered necessary by the Company.
4.3 Obligation to pay applicable commissions
In case payment of commissions was expressly agreed between Member and the
Company, the Member shall honor such payments within the agreed terms and
conditions between the parties.
4.4 Obligations regarding information entered and regulations over data entry
Members are expected to observe the following conduct guidelines every time
they enter information into Exiros' Site: (a) offer only those Products
or Services that the Member can commit to providing; (b) place orders and purchase
bids exclusively for those Products or Services that they can afford and whose
delivery they can accept; and (c) not to enter information that is not relevant
for Market transactions.
4.5 Obligation not to tamper with, damage or alter Exiros' Site
Members will not: (i) try to alter the software or functionality of Exiros' Site;
(ii)misuse Exiros' Site by knowingly introducing viruses, trojans, worms,
logic bombs or other material which is malicious or technologically harmful;
(iii) attempt to gain unauthorized access to Exiros' Site, the server on
which Exiros' Site is stored or any server, computer or database connected
to Exiros' Site; and (iv) attack Exiros' Site via a denial-of-service
attack or a distributed denial-of service attack. By breaching this provision,
Company will report any such breach to the relevant law enforcement authorities
and we will co-operate with those authorities by disclosing your identity to them.
In the event of such a breach, Members right to use Exiros' Site will
cease immediately. Company will not be liable for any loss or damage caused by a
distributed denial-of-service attack, viruses or other technologically harmful
material that may infect your computer equipment, computer programs, data or other
proprietary material due to Members use of Exiros' Site or downloading
of any material posted on it, or on any website linked to it.
4.6 Obligation to observe confidentiality
Members shall not disclose data or information (including but not limited to
all proprietary information, drawings, specifications and technical data) whether
written or oral, furnished by or on behalf of Company or any Member relating to
or concerning Products or Services or other Members that can reasonably be
considered not to be of public domain and which shall always be treated as secret
and confidential by Members. Likewise, Members will not spread Company information
such as User Name and Password to any third party, except when strictly necessary
for full licit leverage of the Market by the Member. Members will not invade other
Members' privacy, including, but not limited to, violation or attempt
to breach computer security, its software or other members' data
without notification and express consent of that Member. Use or distribution of
tools designed to breach privacy or security is strictly prohibited. The Company
shall use the information contained in the Market in compliance with Clause 8 of
these Terms.
4.7 Responsibility for the information provided and entered by a Member
Members will be responsible for the information entered into the Exiros' Site
or given to the Company to be incorporated into the Exiros' Site (e.g.:
catalog data). The Company does not control or endorse the information entered
into the Exiros' Site or into the Market by the Members, nor does it
endorse the information entered by the Company when such information has been
supplied by a Member in order to be entered into the Exiros' Site (e.g.:
catalog data). However, the Company is entitled to take any measures it deems
necessary or convenient according to its exclusive discretion in connection with
such information, to the extent that said data is considered inaccurate, wrong or
likely to involve the responsibility of the Company or other persons or if it can
harm or interfere with the relations between the Company and any person.
The information entered into Exiros' Site or supplied for the Company
to enter it into the Exiros' Site (a) shall not be false or involve sales
of stolen items; (b) will not violate third party rights, including but not limited
to, copyright, patents, trademarks or other trade secrets or other property,
publicity or privacy rights; (c) will not violate any applicable laws, legal
dispositions, regulation or standards; (d) shall not be obscene, indecent or
pornographic; (e) shall not be offensive or threatening or intimidating or
defamatory in connection with commercial aspects; and (f) it should not describe
nor allow direct or indirect links to Products or Services prohibited under these
Terms. Likewise, Members shall not include in the Exiros' Site nor sell in
the Market any Product or Service that, after paying the applicable commission
to the Company, if any, could reasonably imply violation of an applicable law,
legal disposition, regulation or standard.
4.8 Obligation not to manipulate prices
Members shall not manipulate prices of the Products or Services offered in
the Market, whether using decoys or aliases, passing themselves as prospective
purchasers of the proposed sale or entering agreements with other suppliers, nor
resorting to any other deceitful gimmick or maneuver that misleads the Company
or the other Members.
4.9 Health, Safety and Environment
Exiros places prime importance on Health, Safety and Environment ("HS&E")
issues and requires that Members subscribe to and actively pursue the highest
standards of HS&E performance. Therefore, when providing Products or Services,
Members shall (i) take all reasonable safety measures in such connection; (ii)
supply Products and Services in a manner that protects the safety and health of
all personnel at any installation, facility yard, port warehouse and any other
place, and respects environmentally sound work practices; and (iii) comply with
all applicable laws as well as internal Health, Safety and Environment
requirements, regulations procedures and polices issued by Exiros or any of its
Affiliates from time to time.
5. RIGHT OF THE COMPANY TO DISCONTINUE EXIROS' SITE
5.1The Company makes a commitment to make its best effort in order to
minimize the risk of shutdown periods or sudden interruptions of the services
provided by the Exiros' Site. Company will not be liable if for any
reason Exiros' Site is unavailable at any time or for any period.
5.1The Company, at its own discretion, will be entitled to add, modify or
discontinue the service of the Exiros' Site, in full or in part, at
any time and without cause notification. In case of modification or discontinuation
of any of the services of the Exiros' Site, the Company makes a
commitment to notify the decision to Members via e-mail at least five (5) days
prior to the effective date of the decision. The Company will not be held liable
for eventual damages derived from the addition, modification or discontinuation
of services of the Exiros' Site.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Company's Proprietary Assets
All the information developed and collected by the Company in connection
with the operation of Exiros' Site will be exclusive property of the Company.
The Company will use said information in accordance with Clause 8.
Member acknowledges that the software used in the Exiros' Site, configurations,
displays, screens, and all information, content appearing on or displayed in
connection with or contained by Company and Members on the Exiros' Site
- including, but not limited to, Company's and Exiros' domain
names, Company's and Exiros' logos, Company's and
Exiros' trademarks and the trade name Exiros (collectively,
"Company's Proprietary Assets")
- are protected by various intellectual property rights, including but not limited
to, domestic and international copyrights, trademarks, patents and trade secrets,
in accordance with intellectual property and concordant laws. Company's Proprietary
Assets are owned by or licensed to Company. Exiros reserves all rights with
regard to Company's Proprietary Assets, and intend to vigorously defend
Company's Proprietary Assets, including seeking injunctive relief, damages,
and legal costs.
The Company will make use of such information in accordance with Clause 8,
including the exceptions thereupon mentioned. Except where expressly stated
otherwise, Members shall not directly or indirectly: (i) copy, recopy, reproduce,
print, post, transmit, retransmit, translate, download, store (by any means)
disclose, publish, publicly display, perform, adapt, change, edit, decompile,
reverse engineer, disassemble, distribute to others, or commercially exploit any
information in transactions with third parties, or otherwise use all or any part
of the Company's Proprietary Assets or any information or content appearing
or made available through the Exiros' Site, whether electronically,
mechanically, or otherwise, in any form including, but not limited to, the copying
of presentation style, content, or content organization, without the express prior
written permission of Company. In addition, other trademarks or intellectual
property rights appearing thorough the use of the Exiros' Site and information
specifically related to certain companies may also be subject to the rights of
other parties. Members also agree to respect, and not in anyway to violate such
third parties rights. If Members print off, copy or download any part of Exiros' Site
in breach of these Terms, Member's right to use Exiros' Site will
cease immediately and Members must, at their option, return or destroy any copies
of the materials they have made.
Neither Members nor anyone acting on their behalf shall acquire any intellectual
property or other proprietary rights relating to the contents of the Exiros' Site
or Company's Propietary Assets.
If a Member provides any data to Company, whether by using the Exiros' Site
or otherwise, then Member warrants that such data is current, that he or she is
authorized to provide such data to Company and authorizes Company to copy, recopy,
reproduce, print, post, transmit, retransmit, translate, up-load, down-load,
store (in any medium), disclose, publish, publicly display, perform, adapt,
change, edit and otherwise freely use it in connection with the operation of
the Exiros' Site and its business, and that the data does not infringe any
third parties intellectual or other proprietary rights. The above mentioned
authorization will expire as soon as the Member's subscription with Company
comes to an end.
6.2 Links
Links to other Internet sites operated by third parties, including members of
Company's authorized dealer network, Company's corporate partners
and Company's Affiliated companies, do not constitute sponsorship, endorsement,
or approval by Company of the content, policies, or practices of such linked
sites. Linked sites are not operated, controlled, or maintained by Company,
and Company is not responsible for the availability, accuracy, content, policies,
practices or security of any websites that are linked (by way of hyperlink or
otherwise) to the Exiros' Site. Links to other sites are provided for
the Member's convenience only, and the Member accesses to them at its own risk.
6.3 Intellectual Property Right Infringement
The following activities are prohibited and may constitute trademark and copyright infringement:
(i) links to any pages of the Exiros' Site, unless otherwise expressly agreed by Company; and
(ii) links that involve the unauthorized use of Company's Proprietary Assets.
7. GENERAL CLAUSES
7.1 Consolidated Agreement. Membership Transfer
These Terms constitute the whole agreement reached by the parties involved
in connection with its purpose, and it replaces and supersedes any other prior
verbal or written agreement. Membership and inherent rights and obligations will
ot be subjected to transfer to third parties by the Member without prior written
uthorization of the Company, being thus like of Company's application all
exception detailed above.
7.2 Liability
Although Members in the Market will enter information about Products and
Services and the purchasers will enter purchase bids, Exiros' Site simply
constitutes a site for Members to offer Products and Services and to receive
contract bids and agree upon the terms of the transactions. Company does not
endorse prices, contract terms, quality, security, adequacy or legal status of
the Products and Services promoted and offered for sale, nor does it guarantee
the Members capacity to sell Products or Services or the purchaser's capacity
to buy neither them nor the Members compliance with their obligations. Except
for contrary dispositions in these Terms, the Company shall not exert any controls
over whether the Members have affected the purchase of the Products or Services
offered and will not be held responsible for the payments or collections of purchase
orders or bids presented in the Market. Nothing in these Terms means that Company
shall have any commitment to enter into any transaction with the Member. Company
accepts no liability to Members whatsoever arising out of their participation in
a bidding process through Exiros' Site.
The Company shall provide Exiros' Site and the Market with their as-is status
and as they are available, without any guarantee or condition, whether express
or implicit. The material displayed on Exiros' Site is provided without
any guarantees, conditions or warranties as to its accuracy.
The liability of Company whether in contract, tort or otherwise for any loss,
damage or injury arising directly or indirectly from any failure or non
compliance of these Terms or any other breach of Company's obligation
hereunder shall not in any event exceed an amount equivalent to the price of the
Products or Services. Neither the Company nor any of its officials, associates,
directors, shareholders, agents or employees will be held responsible before the
Members or third parties for any consequential, indirect or special damage, loss
f income or revenue or business opportunities, loss of anticipated savings, loss
of profits or contracts, loss of data, loss of goodwill or wasted management or
office time for any losses, damages or costs of any kind, whether direct, indirect,
incidental, special, exemplary or punitive, attributable directly or indirectly,
including but not limited to: (a) the use, inability to use, malfunctioning,
delayed or failed access, interruption or suspension in the use and/or results
of the use of Exiros' Site by the Member; (b) applicable law or
standard violations the Member might incur; (c) termination of the Member
subscription due to a Company decision in accordance with these Terms; (d) breach
or presumed breach of the terms or specifications for a Product purchased or
transferred through the Market, be it that those specs and terms were published
in it or not; (e) breach or presumed breach of express or implicit guarantees in
connection with said Products or Service provisions; (f) software virus affecting
the Exiros' Site, incomplete messaging, reliance by the Member on information
provided in the Market; (g) Member's servants, agents, sellers or other
persons whatsoever; or (h) government restrictions, strikes, war, nature
catastrophes or force majeure.
In addition, the Members acknowledge and accept that the Company reserves the
right to interrupt and/or suspend the services of the Exiros' Site and/or
revoke the registration and activation at any moment in time through a routine
notification to the Members without incurring any liability.
7.3 Waiver
Notwithstanding the general dispositions or effects of the clauses in the
present Terms, as a condition to get membership, each Member holds Company
harmless in connection with damages that the Members may suffer that are
attributable to: (a) the use, inability to use, malfunctioning, delayed or
failed access, interruption or suspension in the use and/or results of the use
of Exiros' Site or the services of the Exiros' Site by the Member,
or the violation of laws, regulations or standards as a consequence of such use;
and (b) any claim or dispute derived from breaches or any other controversy that
may arise between the Members in connection with the Products (including, but not
limited to, claims related to purchase or sale transactions of the Products).
Member agrees that Company assumes no obligation or liability for any advise or
information given on the Exiros' Site and Company shall not be responsible
for any inaccuracy or misstatement of any such information.
Company assumes no liability for the consequences of any use or misuse of the
Exiros' Site by Member. Without limiting the foregoing provisions,
Company will not be liable for any loss or damage arising directly or indirectly
rom the member's access to or use of the Exiros' Site, not
limited but including any loss damage or expense arising from any defect error,
imperfection or inaccuracy with the Exiros' Site, its contents or
associated services, or due to any unavailability of any part of the Exiros' Site
or associated services, or due to any delay in operation or transmission,
computer virus, communication line failure, software or hardware data or
interception of on-line communication.
Any hyperlinks from the Exiros' Site exist for information purposes and
are for the Member's convenience only and company accepts no liability
for any loss or damage arising directly or indirectly (including consequential
loss) from the accuracy or otherwise of materials of information contained on
the pages of such sites or loss arising directly or indirectly from defect with
such sites. Company's inclusion of hyperlinks does not imply any endorsement
of the material on such sites.
7.4 Operatives Consults
Members will be able to do any consultation taking up the Company by sending
an e- mail to info@exiros.com.
7.5 Legal Notifications
7.5.1 Notifications among Members
All notices, requests, demands, and other communications hereunder shall be
in writing in the English language and delivered personally or sent by facsimile,
courier or registered or certified airmail, return receipt requested, postage
prepaid, to the other party at the address specified for such purpose by Member
(or at such other addresses or numbers as may be specified by like notice). The
notice shall be conclusively deemed to have been duly given (a) when hand
delivered to the other party; or (b) when received when sent by facsimile at the
address and number set forth below (provided that notices given by facsimile
shall not be effective unless either (i) a duplicate copy of such facsimile
notice is promptly given by depositing same in a post office with first-class
ostage prepaid and addressed to the Parties as set forth below, or (ii) the
receiving party delivers a written confirmation of receipt for such notice either
by facsimile or any other method permitted under this Article).
7.5.2 Notifications to the Company
The Member will be able to send legal notifications to the Company, by
sending a written letter to the following address:
Estudio Mitrani, Caballero, Rosso Alba, Francia, Ojam & Ruiz Moreno
Alicia M. De Justo 400, 3er Piso
(C1107AAH) Ciudad de Buenos Aires
ARGENTINA
Attn. Dr. Cristian Mitrani
7.6 Applicable Law
These Terms will be governed and construed according to the Unidroit
Principles for International Commercial Contracts, published by the International
Institute for the Unification of Private Law (Unidroit), 1994 version.
7.7 Conflict Resolution
Any dispute, controversy or claim arising out of, or in connection with the
Agreement, whether based on contract or otherwise, including without limitation
any dispute regarding the validity of these Terms or the termination, performance
or breach thereof, shall be referred to and finally resolved by arbitration
under the Rules of Arbitration of the International Chamber of Commerce
(the "Rules") in effect at the time of commencement
of the arbitration proceeding by three arbitrators appointed in accordance with
the said Rules. The I. B.A. Rules of Evidence shall apply together with the Rules
governing any submission to arbitration under this Order. Where they are
inconsistent with the Rules, the I.B.A Rules of Evidence shall prevail but solely
as regards of presentation and reception of evidence. The place of arbitration
shall be New York, New York, USA. The arbitration proceedings shall be conducted
in the English language. The award rendered shall be final and conclusive and
judgment thereon may be entered in any court having jurisdiction for its enforcement.
8. CONFIDENTIALITY POLICY
8.1 Member Privacy
The Company shall keep all personal information from the Members confidential
and shall ensure data security and privacy to the maximum extent foreseen by
these Terms.
The Company understands the importance of privacy preservation in connection with
the Members' registration information recorded in Exiros' Site.
Therefore, the Company agrees that the information specifically identified with
the Members shall not be sold, exchanged or shared with third parties, including
advertisers, organizations or other Members, subject to the following exceptions:
- Information that is necessary to disclose to other Members in connection with
the commercial transactions between the Members according to normal practices in
the Market;
- Information that is required to be disclosed in virtue of the terms of an
administrative or legal order or a subpoena, or that the Company determines in
good faith to be mandatory to disclose or that regulatory authorities require
the Company to disclose in connection with their investigations;
- Information disclosed in the course of the application of these Terms by the
Company, or in the course of disciplinary measures concerning a Member;
- Information about a Member used by the Company in its relations with the Member
outside Exiros' Site, such as customer service, including telephone
communications, mail or personal contacts;
- Information that the Company determines in good faith that must be disclosed in
order to correct data deemed false or incorrect or to be used to implement
measures in connection with activities considered conspiratory or fraudulent.
The Company shall publish transactions to take place in the Market using general
information about the commercial transactions, without stating the Member's ID
included in them.
8.2 Computer Data
When a Member registers in the Market, the Company automatically captures
the IP address and the host system's name (if available) from the Member's server.
The IP address identifies the computer uses by the Member, but shall not
disclose the Member's data.
Such information will enable the Company to diagnose problems that might arise
with its server. It also allows for improvements in the Market through general,
not personalized, demographic information collection of the general usage
patterns of Exiros' Site by the Member.
8.3 Security
Exiros' Site has security measures to prevent loss, wrongful use
or alteration to the information under its control, including firewalls, password
encrypting and restricted access to the server. Notwithstanding, such measures
ight not be effective in preventing loss, wrongful use or alteration to the
information in a 100% of the cases. The Company urges all Members to act
cautiously when using Exiros' Site and any other web site.
8.4 Cookies
The Market uses a cookie file so as not to force users to establish a
connection every time they need to visualize information in their account
("My Market"). This file constitutes a fast and convenient
tool for access to computers used by a sole user. When the computer is used by
everal users, cookies should be deactivated at the browser (see preferences or
browser options). If the cookies are deactivated, users should connect to the
"My Market" screen every time to visualize active contents.
8.5 Company Privacy
Member shall keep the Product and Services description confidential and
shall not allow anybody other than the Users to access it. The Member shall
ensure that its Users also abide by this obligation of confidentiality.
Member shall indemnify Company against any losses, costs, damages, expenses,
demands and claims that result in any way from the Member's use of
the Market in accordance with these Terms.
9. TERMINATION
9.1 General
The Company is entitled to consider the rights and privileges of any Member
terminated at any time, with or without notifying the causes, and deny services
of the Exiros' Site or access to the Market, at its sole discretion.
Members are entitled to terminate their subscriptions at any time, through
written or emailed notification.
Notwithstanding the paragraph above or other measures the Company might take,
the Company is entitled to consider a Member's subscription terminated
nd revoke access to the Exiros' Site provided it determines, at its
sole discretion, that the Member has not acted in good faith in its relations
ith other Members, or that it has violated these Terms, or incurred in fraudulent,
unethical or illegal conduct in connection with purchase and sale of products or
services or other acts in the Market, and in case of Member facing bankruptcy or
other similar legal proceedings.
Apart from termination, the Company will be entitled to take other measures
applicable.
9.2 Obligations in case of Termination
In case of termination of a Member's subscription, the Member shall:
(i) comply with the obligations derived from any transactions closed before the
time of termination, and (ii) comply with any outstanding purchase bids or
purchase orders to third parties at the time of termination.
9.3 Costs and Expenses
Company shall not be responsible for any costs or expenses incurred by
Members in connection with the registration or use of Exiros' Site.
10. RELATED SUPPLIERS
The Member declares and warrants that except for the companies mentioned at the
moment of completing the registration questionnaire, it does not have any
relationship, participation nor is directly or indirectly controlling nor
controlled by or under direct or indirect common control with any other company
and/or individual acting in the same market as the Member.
In the event that any change in the information contained herein occurs or if
any new information arises after the registration of Member as supplier, the
ember hereby undertakes to immediately notify Company of any such change or new
nformation. The Member shall defend and indemnify Company and its Affiliated
companies from and against all costs, expenses, claims, demands, and causes of
action, of every kind and character without limitation, arising in favor of or
made by any third party or public authority, which are caused by, result from or
arise in connection with any information declared herein by the Member which is
found to be false, misleading or incomplete.
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