FOR THE REGISTERED USERS OF GIBBO TRADING LIMITED
IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY. THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF OUR WEBSITE AND OUR SERVICES.
The Services are intended for use only by individuals and legal entities (such as cooperatives, associations and membership organizations), based in the United States, that can form legally binding contracts under applicable law. By using any of the Services, you expressly represent that you have the capacity under applicable law to enter into a legally binding contract (if you are an individual), or that you have been duly authorized by your corporation, partnership, or other legal entity, to enter into agreements on behalf of that entity (if you represent a legal entity).
Certain sections of this Site may require membership and/or affiliation with Gibbo Trading Limited and registration as a user to create an account. By becoming a registered user of this Site, you agree to provide accurate and complete information and to inform us of any changes to that information. You are responsible for maintaining the confidentiality of your account and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. If you believe there has been unauthorized use, you must notify us immediately.
1. Gibbo Trading Limited Reserves the Right to Revise this Agreement. Gibbo Trading Limited reserves the right, at any time, to update, revise, supplement or otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on your use of the Services (“Additional Terms”). Any Additional Terms shall be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means including by posting to this Site or the websites of Gibbo Trading Limited’s related or affiliated entities. Your continued use of this Site following such notice shall indicate your acceptance of any and all such Additional Terms.
2. Gibbo Trading Limited May Revise or Terminate Any Part of the Services at Any Time. Gibbo Trading Limited reserves the right, at any time, to modify or discontinue any or all of the Services, with or without notice and in its sole discretion. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. You agree that neither Gibbo Trading Limited, its partners nor affiliates shall be liable to you for any modification, general suspension or discontinuance of any Services.
You acknowledge and agree that Gibbo Trading Limited may, in its sole discretion, refuse or restrict anyone from access to any or all of the Services at any time. Gibbo Trading Limited may terminate your Site access if your conduct is found to be unlawful, inconsistent with, or in violation of, the letter or spirit of this Agreement, or for any other reason. Gibbo Trading Limited shall not be liable to you or any third party for termination of Site access. Should you object to any terms and conditions of this Agreement, or to any Additional Terms, you must immediately discontinue use of the Site.
3. Acceptable Use of the Services.
(a) Individual Use. You agree that you are only authorized to visit, view and to retain a single copy of pages of this Site solely for your own use, and that you shall not reproduce, duplicate, download, store, publish, modify, further transmit, disseminate or otherwise exploit any material on this Site for any purpose other than for your own individual use, unless otherwise specifically authorized in writing by Gibbo Trading Limited. We post legal notices and various credits on pages of this Site, which may not be removed even in your permitted copy.
(b) Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the Services. Accordingly, you shall not:
- (i) access data or materials not intended for you;
- (ii) log into a server or account which you are not authorized to access; or
- (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. Violations of system or network security may result in civil or criminal liability. Gibbo Trading Limited reserves the right to investigate occurrences which may involve such violations and will cooperate with law enforcement authorities in prosecuting users who have participated in such violations.
- You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer’s functionality or operation which may be transferred to your computer via the Services.
(c) Accurate Information. You must become a registered user of the Services (“Registered User”) in order to access and use some areas of our Site. You agree to:
(i) provide current, complete, true and accurate information in completing the registration form and at other points as necessary in the course of your using the Services; and
(ii) maintain and update this information as required to keep it current, complete, and accurate (collectively the “Registration Data”). You agree not to use a false or misleading name or a name that you are not authorized to use. If Gibbo Trading Limited has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Gibbo Trading Limited has the right to suspend or terminate your account, refuse any and all current or future use of the Services, and pursue any appropriate legal remedies. Furthermore, you grant Gibbo Trading Limited the right to use your Registration Data and other data and information for the purposes described in this Agreement and in furtherance of your use of the Services.
(d) Account Passwords. As a Registered User, you will receive or establish one or more passwords and accounts. Maintaining the confidentiality and security of your password and account is solely your responsibility. Do not divulge your password to anyone else, and do not use anyone else’s password or account. You are entirely responsible for all activities that occur on or through your account(s), and you agree to notify us immediately about any unauthorized use of accounts or any breach of security. You agree that Gibbo Trading Limited will not be responsible for any losses incurred in connection with any misuse of passwords, and you further agree that we will have no responsibility whatsoever for your failure to comply with this Section 3(f). If Gibbo Trading Limited has reasonable grounds to suspect that the security of your password has been compromised, Gibbo Trading Limited has the right to suspend or terminate your account, refuse any and all current or future use of the Services, and pursue any appropriate legal remedies.
(e) You Are Responsible For All of Your Activities and All of The Content You Post. You are responsible for your communication content and transmissions. You represent and warrant that any information you post or provide to Gibbo Trading Limited by means of the Services, including, without limitation, as part of any registration or application, is true, accurate, not misleading and offered in good faith. You agree NOT to use the Services for, or in connection with, any of the following activities:
Spoofing or otherwise impersonating any person or entity or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any e-mail or other posting;
Any fraudulent or illegal purpose, or any use which violates the accepted norms of the Internet community, whether or not expressly mentioned in this Policy, as well as any activity that could damage Gibbo Trading Limited’s commercial reputation and goodwill or the commercial reputation and good will of its vendors and customers;
Attempting to gain access to any materials or information through any means not intentionally made available by Gibbo Trading Limited
E-mailing, uploading, or otherwise transmitting or using the Services in furtherance of the use or distribution of any unlawful, harmful, harassing, defamatory, tortious, libelous, abusive, threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind, or any material that is invasive of another’s privacy or exploits children, or transmitting any sexually explicit materials, including images and other content; and
Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines, including via means of submitting a virus to the Services, that are intended to damage, destroy, disrupt, overload, flood, mailbomb or crash or otherwise impair a computer’s functionality or the operation of Gibbo Trading Limited’s (or anyone else’s) Services, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate Gibbo Trading Limited’s rules or policies.
(f) Do Not Violate Third Party Intellectual Property Rights. You agree not to use the Services to:
(i) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner;
(ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner; or
(iii) transmit material that infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. For purposes of this Agreement, the term “Intellectual Property Rights” means collectively, rights under patent, trademark, copyright and trade secret laws, any applications or registrations relating to such rights, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, the waiver of moral rights and similar rights.
(g) Ownership. All technology, content, materials and software posted to or used in conjunction with the Services including, without limitation, text, graphics, logos, button icons, images, audio clips, and software included in the Services, are the property of Gibbo Trading Limited, its partners, affiliates or licensors and are protected by U.S. and international copyright, trademarks and other proprietary rights and Intellectual Property Rights laws. The compilation of all content on this Site is the exclusive property of Gibbo Trading Limited, its partners or affiliates and is protected by U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services is permitted without express written permission from Gibbo Trading Limited and any other applicable copyright owner.
You also may not resell the Services (or any part thereof). You acknowledge that you do not acquire any ownership rights by virtue of downloading copyrighted material from the Services. All rights not expressly granted hereunder are reserved to Gibbo Trading Limited. We reserve the right to remove or disable access to any content or other materials that violate or allegedly infringe on a party’s copyright or other intellectual property rights. If you believe your rights under applicable copyright laws are being infringed, you may notify us at [email protected].
(h) Spidering. The use of any tools, programs, robotic algorithms or products to automatically download or “spider” the site or any of the pages of the site is expressly prohibited and infringes on Gibbo Trading Limited’s, its partners’ or affiliates’ copyrights. Do not use any such tools or products on or in connection with the Services!
(i) Trademarks. Gibbo Trading Limited, Inc., and “Gibbotrading.com” are registered trademarks of Gibbo Trading Limited, Inc. The “look and feel” of this Site is also Gibbo Trading Limited’s trademark and proprietary trade dress. This includes Gibbo Trading Limited’s color combinations, button shapes, layout, and all other graphical and navigational elements. This Site contains other registered and common law trademarks of Gibbo Trading Limited in addition to those listed.
(j) Termination. Gibbo Trading Limited may and will terminate your service immediately, if, in its sole discretion, Gibbo Trading Limited believes that your conduct fails to conform to this Section 3 (Acceptable Use of the Services) or this Agreement. Further, if you use, or attempt to use any or all of the Services for any purposes other than its intended purposes, you may also be subject to civil and criminal liability.
4. Compliance with Laws. You may use the Services only for lawful purposes. You agree that you will comply with all local, state, national, and international laws, statutes, rules, regulations, ordinances applicable to the use of the Services. This includes complying with industry-specific regulations and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals, as well as authorization from Gibbo Trading Limited.
5. Your Access to Certain Services. You understand that certain Services on this Site may include materials and information from third parties, and you acknowledge and agree that Gibbo Trading Limited has minimal control over such information. Accordingly, Gibbo Trading Limited cannot and does not guarantee, represent or warrant that the content contained in this Site is accurate, appropriate to you, and/or inoffensive.
6. Electronic Signatures. As a convenience and courtesy to you, Gibbo Trading Limited provides access to certain Services on this Site which may include the ability to enter into agreements electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the agreements into which you thereby enter.
Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THIS SITE. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
7. Disclaimer of Warranties. YOU ACCESS AND USE THE SERVICES AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION.
GIBBO TRADING LIMITED DOES NOT WARRANT THAT THE SITE AND ANY SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. IN ADDITION, Gibbo Trading Limited DOES NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE SITE ARE APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you.
8. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT GIBBO TRADING LIMITED SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF ANY OR ALL OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Gibbo Trading Limited HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF Gibbo Trading Limited FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO YOUR DIRECT DAMAGES NOT TO EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN CONNECTION WITH USE OF THE SERVICES DURING THE 12 MONTHS PRIOR TO THE FIRST UNDERLYING ACT GIVING RISE TO LIABILITY, OR (B) $500.
THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SITE OR ANY OTHER PART OF THE SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
*If YOU ARE a COMPANY DOING BUSINESS IN CALIFORNIA, YOU HEREBY waive California Civil Code Â§1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
9. Indemnity of Gibbo Trading Limited. You agree to indemnify and hold Gibbo Trading Limited (including without limitation our agents, employees, officers, directors, subsidiaries, parent and affiliated companies) harmless, and, at Gibbo Trading Limited’s request, to defend Gibbo Trading Limited from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys’ fees, to the extent that such action is based upon, arises out of, or relates to:
(i) your use of (or inability to use) any and all of the Services;
(ii) your violation of the terms and conditions of this Agreement;
(iii) the infringement by you, or any other person using your password and account, of any right of any person or entity; or
(iv) any other of your activities relating to your use of this Site and the Services. This indemnity shall be in addition to and not limited by any other indemnity.
10. Order of Precedence. This Agreement governs your use of this Site and access to the Services. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with Gibbo Trading Limited or any of its related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on this Site, conflicts with any provision of your other agreements with Gibbo Trading Limited or any of its related or affiliated entities, the terms of such other agreement, shall, as to the subject matter of that other agreement, take precedence over the conflicting term(s) of this Agreement.
11. Dispute Resolution. If a dispute arises out of or relates to the Services or this Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual Property Rights and obligations with respect to confidentiality), and the parties have not been successful in resolving the dispute through direct negotiation, then the dispute will be resolved in binding arbitration as follows:
(i) the arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules;
(ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction;
(iii) the location of the arbitration will be Tallahassee, FL or such other location as the parties may mutually agree. The arbitrator(s) will each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof, and will be familiar with the business of the parties.
The arbitrator(s) will issue a reasoned award. The cost of the arbitration will be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party will be entitled to receive from the other party its reasonable attorneys’ fees and costs. You agree that Gibbo Trading Limited may seek interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of Gibbo Trading Limited pending the completion of arbitration. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration will hold in confidence the existence, content and outcome of the arbitration.
12. Choice of Law and Forum. The Services are controlled by Gibbo Trading Limited from Tallahassee, FL, although it may be accessed throughout the world. Subject to Section 15 herein, by accessing or using any or all of the Services, you and Gibbo Trading Limited each agree that the substantive laws of the State of Florida will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) any or all of the Services, and that such laws will apply without regard to principles of conflict of laws.
Subject to the dispute resolution procedures set forth above, you and Gibbo Trading Limited agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Leon County, FL with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
13. Fees. You are responsible for the timely payment of all fees and charges you may incur in connection with your use of the Services. If applicable, for any payments due to Gibbo Trading Limited, Gibbo Trading Limited may charge a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law on unpaid balances if your account becomes past due. You may also be responsible for collection costs incurred by Gibbo Trading Limited to obtain payment from you including reasonable attorneys’ fees. Payments due to third parties shall be subject to the applicable terms and conditions between you and the third parties.
14. Miscellaneous Terms. This Agreement constitutes the entire agreement between you and Gibbo Trading Limited with respect to the subject matter addressed herein, and governs your use of any or all of the Services, superseding any prior agreements between you and Gibbo Trading Limited relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with Gibbo Trading Limited pursuant to a registration to access certain features of this Site.
The failure of Gibbo Trading Limited to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.
15. Severability of Provisions. If any provision of this Agreement is deemed unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
16. Contact. If you have questions regarding these terms and conditions or content of our website, please contact us at [email protected].
Without limiting the foregoing, the Services are not intended for use by or availability to minors. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 16 YEARS OF AGE, YOU MAY NOT ACCESS THE SITE OR USE ANY OF THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE SITE.
BY ACCESSING OR USING THE SERVICES AFTER PRE-REGISTRATION OR BY CLICKING ON THE “SUBMIT” OR “ACCEPT” BUTTON AS PART OF THE INITIAL SIGN-ON PROCESS, AND SUBSEQUENTLY ACCESSING OR USING THE SERVICES, YOU INDICATE AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND ALL OF THE FOREGOING TERMS AND CONDITIONS.