1.2 The term “you” and “your” for purposes of these Terms, means both you in your individual capacity, and the company or other business entity whom you represent and on whose behalf you use the Services under actual or apparent authority. By agreeing to these Terms or by using the Site, Services or App, you represent and warrant that you have the authority to represent the company or business entity for whom you are acting.
1.3 In order to use the Site, Services or App you must agree to these Terms. If you do not agree to these Terms, do not use the Site, Services or App. You acknowledge and agree that Florida Trade will treat your use of the Site, Services and/or App as acceptance of these Terms from the time of your first use.
Florida Trade Account.
2.1 You may browse some areas of the Site and Services anonymously, but in order to use many of the features of the Service, you must register with Florida Trade to create a Florida Trade user account (“Account”). In order to create an Account and become a Registered User, you will be required to provide the following information to Florida Trade: (a) your first and last names; (b) your e-mail address; (c) the name of your company (if applicable); and (d) such other information as Florida Trade may request from time-to-time. In addition, if you are creating a Company Profile for your company (i.e., you are the first Registered User to use the Services on behalf of your company), Florida Trade reserves the right to approve any and all new Accounts. You should not create a new Company Profile for your company if a Company Profile already exists for your company, unless you believe that it is reasonably necessary to create an additional Company Profile(s) (e.g., you are a large company and wish to have separate Company Profiles for your affiliates, divisions, or for different types of products or services offered by you). However, Florida Trade may refuse to approve a new Company Profile, or may in the future cancel a Company Profile where more than one Company Profile exists for your company, if Florida Trade does not believe that there is a reasonable basis for such additional Company Profile(s); provided however, that Florida Trade has no obligation to do so. By registering to open an Account and where applicable, creating a Company Profile, you hereby agree that Florida Trade may include and make your Content (as defined in Section 7.1 below) available as part of the Services and provide such Content to other Registered Users of the Site, Services and App.
2.2 By creating an Account and where applicable, creating a Company Profile, you represent and warrant that: (a) all information you submit in connection with the opening and use of your Account is true, accurate, current, and complete; (b) you have the authority to enter into these Terms and bind the company or other business entity on whose behalf you access the Site and use the Services; (c) the street address you use when registering to use the Services, and where applicable, creating a Company Profile, is the principal place of business of the company or other business entity on whose behalf you access the Site and use the Services; (d) your use of the Site, App or Services does not and will not violate any applicable law, rule or regulation; (e) you will promptly notify Florida Trade if your information changes so that Florida Trade can update its records and ensure that your information remains current; and (f) you are aged 18 or older; the Services are not intended for persons under 18. We reserve the right to verify the identity of any Registered User, although we have no obligation to do so.
2.3 You are solely responsible for maintaining the security and confidentiality of the information in your Account, including, without limitation, your user name and password, and for any and all activity that occurs through your Account as a result of your failure to keep this information secure and confidential. You hereby agree to notify Florida Trade immediately if you become aware of any unauthorized use of your Account, user name or password, or any other breach of security in connection therewith. You may be held liable for losses incurred by Florida Trade or any third party due to someone else using your Account, user name or password as a result of your failing to keep your Account information secure and confidential. You are strictly prohibited from using anyone else’s Account, user name or password at any time and for any reason. You may not assign, sell or transfer your Account, user name or password to any other person. Florida Trade is not liable to you or any third party for your failure to comply with your obligations under this paragraph.
2.4 A fee may be required to register for exhibitor accounts for certain shows or to use certain functionality and tools provided by the Services. Such fees, if any, will be listed on the Site or on the individual show’s site. You agree to pay all applicable fees related to your use of the Services with credit card payments. We may suspend or terminate your Account and/or access to the Services if your payment is late and/or your credit card cannot be processed. By providing Florida Trade with your credit card information, you expressly authorize us to charge the applicable fees on said credit card as well as taxes and other charges incurred thereto at regular intervals. Florida Trade and the organizations who conduct shows through the Services reserve the right to change prices for Accounts at any time, and do not provide price protection or refunds in the event of promotions or price decreases. We will charge your credit for your first account fee on the date that we process your order for your Account.
You are liable for paying any and all sales and use taxes applicable to your use of the Services, and you authorize Florida Trade to charge your credit for any such applicable taxes.
Unclaimed and Claimed Shows.
3.1 The Services contain the Florida Trade Directory, a directory of upcoming shows and links to individual pages with basic information about each of those specific physical shows. Any user of the Services may access the basic pages presented and linked to by the Florida Trade Directory (“Unclaimed Shows”) and Registered Users may join the Unclaimed Show’s community to engage in discussions, post comments, connect with other Registered Users who are interested in the show, and utilize other general functionality available for the Unclaimed Shows.
3.2 As a Representative of a Tradeshow Organization you may claim, on behalf of your organization, any show displayed in the Florida Trade Directory that is being organized and run by your organization. Once you have claimed a show’s page and subdomain (each, a “Claimed Site”), you may enter into a separate agreement with Florida Trade to create a customized site for the show with more detailed information and more features than are available for Unclaimed Shows – including the ability to control which Registered Users may join discussions, post comments about your show, or engage in other activities on the Claimed Site. To the extent the terms of such separate agreements conflict with these terms, the terms of such separate agreements will control. Florida Trade may charge additional fees for customization of Claimed Sites.
Florida Trade’s Proprietary Rights.
4.1 You hereby acknowledge and agree that Florida Trade (or its licensors) owns all legal right, title and interest in and to the Site, App and Services, including, without limitation, all intellectual property or other proprietary rights which subsist in the Site, App and Services (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and Florida Trade, all materials on the Site and App, including, but not limited to, graphics, user and visual interfaces, images, software, advertising tools, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site, Services and App and their content (except for your Content) (collectively the “Material”), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site and App, are all owned by Florida Trade or its licensors.
4.2 Nothing in these Terms gives you any right to use any of Florida Trade’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features. All rights not expressly granted by Florida Trade under these Terms are reserved. There are no implied rights.
4.3 Subject to your compliance with these Terms, Florida Trade hereby grants you a limited, personal, worldwide, royalty-free, non-transferable, non-sublicensable and non-exclusive license to use the Site, App and Services for your internal business use, for such purposes as permitted and/or specified by Florida Trade from time-to-time in any applicable documentation or applicable descriptions. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Site, App and Services as provided by Florida Trade, in the manner permitted by these Terms.
4.4 All Material is provided to you “AS IS”. You may access Material for your information and personal use solely as intended through the provided functionality of the Site, App and Services and as permitted under these Terms. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Material for any other purposes without the prior written consent of Florida Trade or the respective licensors of the Material. You agree to comply with all applicable laws and regulations in your use of any Material.
Services Use Restrictions.
5.1 You hereby represent and warrant that you will not, and will not permit or induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site, App or Services or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Services, or any other systems or networks connected to the Site or Services, or to any Florida Trade or any third party server, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Services; (c) use any device, software or routine to interrupt or interfere, or attempt to interrupt or interfere with, the proper operation and working of the Site or Services or any transaction being conducted on the Site or through the Services, or with any other person’s use of the Site or Services; (d) breach any security measures implemented on the Site or App or in the Services; (e) track or seek to trace any information on any other person who visits the Site or uses the App or Services; (f) forge headers or otherwise manipulate identifiers in order to disguise your identity, or the origin of any message or other communication that you send to Florida Trade, any Registered User, or any third party in connection with the Services; (g) pretend that you are, or that you represent, someone else, or impersonate any other person; (h) use the Site, App or Services to buy or sell any products or services that fall within the Prohibited Field (defined in Section 6.2 below); (i) use the Site, App or Services for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data, consumer protection, unfair competition, anti-discrimination or false advertising; (j) upload or otherwise process any malicious content to, or through, the Services; or (k) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to, the App and/or Services, or made available to you in connection with the Site, App and/or Services.
6.2 “Prohibited Field” for purposes of these Terms means any of the following: (a) products or services relating to the design, development, production, or use of missiles or the design, development, production, stockpiling, or use of chemical or biological weapons; (b) products or services that are racially, religiously or ethnically derogatory, or that promote hatred, violence, discrimination, racial or religious intolerance; (c) sweepstakes, giveaways, lotteries, raffles, or contests; (d) stocks, bonds, investment interests, and other securities; (e) pornographic materials, items that are sexual in nature, or sexually explicit products or services; (f) products or services that do not offer a product or service for sale, such as advertisements solely for the purpose of collecting user information; (g) products or services that are harmful to minors; and (h) other products or services which while not prohibited by applicable law, may be deemed by Florida Trade in its sole discretion, as unsuitable or otherwise inappropriate for buying or selling through the Services.
5.3 You hereby agree that you will notify Florida Trade if you become aware that the Site, App or Services are being used for or in any Prohibited Field or for any other illegal or unauthorized purpose.
5.4 You are solely responsible for ensuring that your use of the Services, and any products, services, or information that you provide or obtain through using the Services, complies with all applicable laws, rules and regulations of the place from where you access the Services and/or use such products and services.
Your Content & License from You.
6.1 You hereby agree that you are solely responsible and liable for any and all information, data files, written text, computer software, music, audio files or other sounds, photographs, videos, graphics (including the logos, trademarks and other identifiers of your brands), images, messages, communications, and other content (collectively “Content”) that you collect, upload, store, transmit, display, publish, disclose, or otherwise use in connection with the Services, and for the consequences of your actions in connection with such Content and your use of the Services, and Florida Trade’s use of your Content on your behalf.
6.2 Without limiting the foregoing, your Content includes, without limitation: (a) all information you provide for any Company Profile or Personal Profile; (b) all information you provide on, or in connection with, your Claimed Site, including without limitation, information concerning the functionality of your products and services and any warranties that you provide in connection therewith, and any other information that you provide to third parties in connection with your use of the Services; (c) personally identifiable information that you collect from third parties in connection with your use of the Services; (d) confidential and/or proprietary information that you obtain from third parties in connection with your use of the Services; and (e) information that you post, display or transmit to your co-workers, Registered Users, and other third parties through message systems, discussion boards, message boards, chat-rooms, or other means of communication made available through the Services.
6.3 You agree that Florida Trade has no responsibility to you, any Registered User, or to any other third party in connection with your Content. You are solely responsible for any losses or damage suffered by Florida Trade, any Registered User, or any other third party in connection with your Content. You hereby represent and warrant that you will not collect, store, transmit, publish, provide, or otherwise use any Content in connection with the Services that: (a) violates these Terms; (b) is defamatory, libelous, abusive, illegal, profane, indecent, pornographic, obscene, hateful, offensive, harassing, or threatening in any way; (c) is fraudulent or makes fraudulent offers of products or services or involves the purchase or sale, or attempted purchase or sale, of counterfeit, fake or stolen products, or otherwise constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise intentionally or unintentionally violates, or induces the violation of, any law, rule or regulation, (including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising); (d) infringes, misappropriates, or otherwise violates any third party’s copyright, trademark, patent, trade secret, or other personal or proprietary right; (e) invades or interferes with the rights of privacy or publicity of any person; (f) contains a virus, malicious code or any other harmful component; (g) promotes or endorses discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
6.4 You agree to immediately take down, delete or modify any Content that is stored by you through the Services that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from Florida Trade. Florida Trade may, but is not obligated to, monitor Content made available through the Services. In the event that you elect not to comply with a request from Florida Trade to take down, delete or modify certain Content, Florida Trade reserves the right to directly take down, delete or modify such Content. Florida Trade assumes no liability or responsibility arising from your activities in connection with the Services, including, without limitation, Content that you collect, store, transmit, publish, process, disclose, or otherwise use in connection with the Services.
6.5 Florida Trade claims no ownership or control over your right, title and interest in your Content. You retain copyright and any other intellectual property and other proprietary rights you already hold in your Content, and you are solely responsible for protecting those rights, as you deem appropriate. By collecting, submitting, storing, transmitting, publishing, displaying, or otherwise using your Content in connection with the Services, you hereby grant Florida Trade a worldwide, royalty-free, fully-paid-up, non-exclusive, transferable, sublicensable, perpetual, irrevocable license to reproduce, adapt, reformat, modify, perform, display, distribute, translate, create derivative works from, and otherwise use such Content for the purpose of enabling Florida Trade to provide the Services, including, without limitation, storing and retrieving the Content, making the Content available through the Services, adapting, reformatting and modifying the Content for technical display and transmission, conforming the Content to the limitation and terms of the Services, and any other use related to the maintenance, provision and improvement of the Site, App and Services.
6.6 You hereby agree that Florida Trade, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your Company Profile, Claimed Site and web site) for the purpose of advertising, promoting or publicizing the Site, App or Services.
6.7 Florida Trade may use usage patterns, trends and other statistical data derived from your Content and use of the Site, App or Services for purposes of providing, operating, maintaining, or improving the Site, App or Services.
6.8 You acknowledge and agree that Florida Trade is not liable in any way to you or any third party, for any third party Content made available to you through the Services, including, without limitation, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use or reliance on Content. You agree to evaluate and bear all risks and responsibility associated with the use or reliance on any Content that you obtain through your use of the Services.
Message and Discussion Boards.
7.1 Florida Trade may make message boards and/or discussion boards available to Registered Users to promote and encourage open, honest and respectful communication between Registered Users. All Content, whether publicly posted or privately transmitted through a message board or discussion board on the Site, Services or App, will be the sole responsibility and liability of the posting Registered User. You acknowledge and agree that Florida Trade does not control the Content posted or transmitted through any message board or discussion board, and does not guarantee the accuracy, integrity, quality, or suitability of such posted or transmitted Content. Florida Trade does not pre-screen Content posted or transmitted through any message board or discussion board. Florida Trade may, but is not obligated to, monitor the posting activities of Registered Users and may in its sole discretion, edit or remove any Content and/or restrict a Registered User’s ability to post Content through the message boards and discussion boards. By using any message board or discussion board, you understand that you may be exposed to Content that is offensive, indecent or objectionable, and you use such message boards and discussion boards solely at your own risk and Florida Trade has no responsibility or liability to you in connection therewith. You should exercise common sense and appropriate caution before posting any of your own personally identifiable information or other confidential information on any message board or discussion board, as such information will be viewable by any Registered User accessing such board, and Florida Trade has no responsibility or liability to you in respect of your decision to make your personally identifiable information or other confidential information publicly available on or through the Site, Services or App.Feedback.
8.1 If you send or transmit any communications or materials to Florida Trade by mail, e-mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to our Site, App or Services, including, without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback is, and will be treated as, non-confidential and non-proprietary. This means that you give up any claim that the use of such Feedback by Florida Trade or its agents, violates any of your rights including, without limitation, moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way Florida Trade uses such Feedback.
8.2 You hereby assign all right, title, and interest in, and Florida Trade is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Florida Trade is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
9.1 Florida Trade respects the intellectual property and other proprietary rights of others and has a policy of removing Content from the Site, App and Services that infringes third party copyrights and suspending and/or terminating the Account of any user who uses the Site, App or Services in violation of copyright law, and where appropriate, blocking such user’s access to the Site, App and Services.
9.2 If you are a copyright owner, or an agent thereof, and believe that your work is the subject of copyright infringement and appears on our Site or App, or is being used through the Services, including, without limitation, displayed on Florida Trade Directory, a Unclaimed Show, or Claimed Site, you may submit a notification to us pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent (designated below) with the following information in writing: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit Florida Trade to locate such material; (d) information reasonably sufficient to permit Florida Trade to contact you, such as an address, telephone number, and, if available, an e-mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are, or that you are authorized to act on behalf of, the owner of an exclusive right that is allegedly infringed. Florida Trade’s designated copyright agent to receive notifications of claimed infringement under the DMCA is:
9.3 Only DMCA or other copyright-related notices should be sent to the copyright agent; any other communications sent to the copyright agent will be destroyed.
Other Intellectual Property Rights Infringement
10.1 Please use the procedure specified in Section 10 above for all DMCA- and other copyright- related notices. Florida Trade respects the intellectual property and other proprietary rights of others and has a policy of removing Content from the Site, App and Services that infringes or misappropriates the intellectual property rights of others, and suspending and/or terminating the Account of any user who uses the Site, App or Services in violation of any laws applicable to the protection of intellectual property rights, and where appropriate, blocking such user’s access to the Site, App and/or Services.
10.2 If you are the owner of an intellectual property right, and believe that your intellectual property right is the subject of infringement or misappropriation and appears on our Site or App, or is being used through the Services, including, without limitation, displayed on the Florida Trade Directory, any Unclaimed Show or a Claimed Site, you may submit a notification to us by providing our intellectual property rights agent (designated below) with the following information in writing: (a) your physical or electronic signature; (b) identification of the intellectual property right claimed to have been infringed or misappropriated; (c) identification of the material that is claimed to be infringing or misappropriating or to be the subject of infringing or misappropriating activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Florida Trade to locate such material; (d) information reasonably sufficient to permit Florida Trade to contact you, such as an address, telephone number, and, if available, an e-mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you as the owner of the intellectual property right in question, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are, the owner of the intellectual property right that is allegedly infringed.
10.3 Only intellectual property rights-related notices should be sent to the intellectual property rights agent; any other communications sent to the intellectual property rights agent will be destroyed.
Services Availability & Support.
11.1 Florida Trade will make the Services available to you consistent with the manner in which Florida Trade makes the Services generally available to other users of the Services. You acknowledge and agree that the form and nature of the Services, or any individual Service, which Florida Trade currently provides may change from time-to-time without prior notice to you. By continuing to use the Services after such changes have been made, you are indicating your acceptance of such changes which Florida Trade may make at any time in its sole discretion.
11.2 Florida Trade does not make any representations or guarantees regarding uptime or availability of the Services. Florida Trade does not guarantee that the Services will meet any particular service level, or that any Payments or other transactions or activities carried out through the Services will be carried out in any specific timeframe. The Services may be unavailable at certain times, including during any unanticipated or unscheduled downtime or unavailability of all or any portion of the Services as a result of system failures or force majeure events described in Section 20.6. Florida Trade will use commercially reasonable efforts, circumstances permitting, to provide information regarding any such Services interruptions and the restoration of use of, and access to, the Services following any Services interruption, including by information posted on the Site or sent to your registered e-mail address.
11.3 Florida Trade may temporarily suspend your access to any portion or all of the Services and your Content if Florida Trade reasonably determines that: (a) there is a threat or attack on the Services (including a denial of service attack) or other event that may create a risk to the Services, you or any other Services user; (b) your use of the Services or your Content disrupts or poses a security risk to the Services or any other Services user, may harm Florida Trade’s systems or any other Services user, or may subject Florida Trade or any third party to liability; (c) you are using the Services for fraudulent or illegal activities; (d) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) you are using the Site, App, Services or other Florida Trade property in breach of these Terms; (f) you are in default of any payment obligations to Florida Trade; or (g) there is an unusual spike or increase in your use of the Services (collectively, “Services Suspensions”). Florida Trade will use commercially reasonable efforts, circumstances permitting, to provide written notice of any Services Suspension to you (including via notices posted on the Site or sent to your registered e-mail address) and to provide updates regarding resumption (if any) of the Services following any Services Suspension. Florida Trade will have no liability for any damage, liabilities, losses (including, without limitation, any loss of data or profits) or any other consequences that you or any third party may incur as a result of any Services Suspension.
11.4 Florida Trade will provide customer service and support to you to the extent such support is generally made available without charge to other users of the Site, Services or App.
Exclusion of Warranties.
12.1 YOUR USE OF THE SITE, APP AND SERVICES IS ENTIRELY AT YOUR OWN DISCRETION AND RISK. THE SITE, APP AND SERVICES ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. FLORIDA TRADE, ON BEHALF OF ITSELF, AND ON BEHALF OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS, AND THIRD PARTY SERVICE PROVIDERS, AND FLORIDA TRADE’S AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS, (COLLECTIVELY, THE “FLORIDA TRADE PARTIES”): (A) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE SITE, APP, SERVICES, OR PRODUCTS, SERVICES, DATA OR OTHER INFORMATION PROVIDED THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION PRODUCTS AND SERVICES YOU PURCHASE FROM ANY SELLER THROUGH THE SERVICES), WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, STABLE, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR ACCURACY, SAFETY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, PRODUCTS AND SERVICES YOU PURCHASE FROM ANY SELLER THROUGH THE SERVICES). YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND ANY PRODUCTS OR SERVICES THAT YOU OBTAIN FROM ANY SELLER, OR PROVIDE TO ANY BUYER, THROUGH THE SERVICES.
12.2 THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND FLORIDA TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FLORIDA TRADE OR ANY PERSON ON BEHALF OF FLORIDA TRADE SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.
12.3 NOTHING IN THESE TERMS, THIS SECTION 13, OR SECTION 14 BELOW, SHALL EXCLUDE OR LIMIT FLORIDA TRADE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
Limitation of Liability.
13.1 SUBJECT TO SECTION 13.3 ABOVE, IN NO EVENT WILL FLORIDA TRADE OR THE FLORIDA TRADE PARTIES BE LIABLE TO YOU, ANY REGISTERED USER, BUYER, SELLER, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS (INCLUDING, WITHOUT LIMITATION, ANY LOSS RELATING TO ANY PRODUCT(S) OR SERVICE(S) YOU PURCHASE FROM ANY SELLER, OR SELL TO ANY BUYER, THROUGH THE SERVICES), OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY), EVEN IF FLORIDA TRADE OR THE FLORIDA TRADE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 FLORIDA TRADE AND THE FLORIDA TRADE PARTIES WILL NOT BE LIABLE TO YOU, ANY REGISTERED USER, BUYER, SELLER, OR ANY THIRD PARTY FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY RELATED TO THE SITE, APP OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RELATING TO ANY PRODUCT(S) OR SERVICE(S) YOU PURCHASE FROM OR SELL TO ANY REGISTERED USER THROUGH THE SERVICES OR APP). IF, NOTWITHSTANDING THE FOREGOING, FLORIDA TRADE OR ONE OF THE FLORIDA TRADE PARTIES IS FOUND TO BE LIABLE TO YOU, ANY REGISTERED USER, BUYER, SELLER, OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, FLORIDA TRADE OR THE RELEVANT FLORIDA TRADE PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT OF ANY FEES ACTUALLY PAID BY YOU TO FLORIDA TRADE DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO FLORIDA TRADE OR THE RELEVANT FLORIDA TRADE PARTY’S LIABILITY; AND (B) FIVE HUNDRED UNITED STATES DOLLARS (US$500).
14.1 You hereby agree to indemnify, defend and hold harmless Florida Trade and the Florida Trade Parties (each an “Indemnified Party”), from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Party(s) in connection with any actual or alleged claim arising out of: (a) your use of the Site, App or Services; (b) any breach or alleged breach by you of these Terms or other binding legal obligations; (c) any Content provided by you (including, without limitation, Content displayed on your Claimed Site, and Content provided by you in the form of feedback); (d) any Feedback provided by you; (e) any breach or alleged breach by you of a third party’s rights, including, without limitation, any intellectual property, privacy or publicity rights; (f) any damage caused by or alleged to have been caused by you to the Site or Services; or (g) any actual or alleged violation or non-compliance by you with any applicable law, rule or regulation, including without limitation, those governing consumer protection, unfair competition, anti-discrimination or false advertising.
14.2 Counsel you select for the defense or settlement of a claim must be consented to by the Indemnified Party(s) prior to counsel being engaged to represent you and the Indemnified Party(s). You and your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the Indemnified Party(s) in the defense or settlement of any claim. Florida Trade and/or the other Indemnified Party(s) reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interests of Florida Trade or any other Indemnified Party(s) without the prior written consent of Florida Trade and/or the other Indemnified Party(s).
15.1 Any cause of action arising under these Terms must be commenced by you within one (1) year after the claim or cause of action arises.
Termination of Services.
16.1 Florida Trade reserves the right in its sole discretion to cease or suspend providing all or any part of the Services immediately without any notice to you, if: (a) you breach, or threaten to breach, or are suspected of having breached, these Terms, your Terms of Sale, or any other binding legal obligations; (b) Florida Trade is required to do so under any applicable law, rule or regulation; (c) the Services rely on data, services or another business relationship between Florida Trade and a third party service provider, and such relationship terminates or changes in such a way that affects Florida Trade’s ability to continue providing the Services; (d) continuing to provide the Services could create a substantial economic burden on Florida Trade as determined by Florida Trade in its sole discretion; (e) continuing to provide the Services could create a security risk or material technical burden as determined by Florida Trade in its sole discretion; or (f) Florida Trade otherwise determines in it sole discretion, that it no longer wishes to provide the Services, or a portion of the Services.
16.2 Any of your obligations under these Terms which by their nature are intended to survive the termination of your use of the Services shall continue to apply to you after you cease to use the Services.
16.3 Florida Trade may take any legal action against you to enforce these Terms or to prevent the breach of these Terms, including, without limitation, seeking equitable remedies or using technical means at its disposal. In addition to any other legal, equitable or technical rights and remedies that it may have, Florida Trade may without limitation, immediately terminate or suspend your use of the Services and access to your Content, if Florida Trade believes in its sole discretion that you are violating these Terms, or that you intend to do so.
16.4 Florida Trade may notify the relevant law enforcement authorities or other third parties, of any illegal or other prohibited conduct by you, including, without limitation, your actual, threatened or suspected violation of these Terms, or any other binding legal obligations, or unauthorized use of the Site, App or Services.