AdamSea is the leading marine online marketplace in the boat and yacht industry. Our headquarter are Based in Canada with an online market presence across the globe. We strategize to attract buyers, sellers and all marine services to come and meet in our online market to create global marine service community. AdamSea adds value by securing all the transactions between buyers, sellers and other services elements. Our internal platform integrates all services in one hub to make sure members will find all their needs in one arena. We are primarily dedicated to support our partner’s yearly growth by extending their customer reach around the world. Our focus market supplies from around the world and Canada and members can be anywhere in the world.
AdamSea Inc. is a premier Online Marine Marketplace for Yacht Buyers, Yacht Sales and marine services. Although our headquarters are in Canada we have an online market presence globally. AdamSea secures all transactions between buyers, sellers and different service elements. We strive to support our partner's annual growth by extending their customer reach worldwide. Visit our Marine Online Marketplace for more information.
TRANSACTION SERVICE AGREEMENT
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.
Thank you for trading on Adamsea.com’s web-based transaction platforms. This Adamsea.com Transaction Services Agreement (this “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the online transaction sites in relation to www.AdamSea.com. This Agreement contains various limitations on Adamsea.com’s transaction services as well as gives various powers and authority to Adamsea.com with respect to online transactions using Adamsea.com’s transaction services. This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer or to release the funds to a seller. You should read this Agreement and to the extent as applicable, the relevant transactional terms, and other rules and policies of Adamsea.com and Payment Services Agreement made between you as a User (as defined below) and Adamsea.com (the “Payment Service Agreement”) carefully which are hereby incorporated into this Agreement by reference.
Application and Acceptance of Terms
Contracting Party. This Agreement is entered into between you (also referred to as “Member” hereinafter) and the Adamsea.com entity listed below (“Adamsea.com” or “we”) for use of Adamsea.com’s certain transaction services as described below. If you are registered or resident outside Canada, you are contracting with Adamsea Inc. (Incorporated in Canada with Corporation No. 906959-3). If you are registered or resident in Canada, you are contracting with Adamsean Inc. (Incorporated in Canada with Corporation No. 906959-3).
Transactional Terms. Adamsea.com provides an online transaction platform and ancillary services (“Transaction Services”) on the Adamsea.com Site which allow registered members of the Adamsea.com Site to conclude online transactions for products or services within the Adamsea.com Site subject to the terms of this Agreement. Adamsea.com may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time. Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.
General Terms. You agree that you shall also comply with relevant rules and policies published on the Adamsea.com Site which are also incorporated into this Agreement by reference (“General Terms”). The General Terms include without limitation:
Product Listing Policy;
Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and, to the extent as applicable, the Payment Services Agreement, form a legally binding agreement between you and Adamsea.com in relation to your use of the Transaction Services. By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement. Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.
Amendments. You acknowledge and agree that Adamsea.com may amend any terms of this Agreement including the Transactional Terms and the General Terms at any time by posting the relevant amended and restated version on the Site. The amended terms shall be effective immediately upon posting. By continuing to use the Transaction Services, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorized officer of Adamsea.com.
Language Version. If Adamsea.com has posted or provided a translation of the English version of any terms of this Agreement including the Transactional Terms and the General Terms, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services.
Adamsea.com Affiliates. Some of the Transaction Services may be supported by our affiliates.
Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with Adamsea.com or our affiliates in connection with the Transaction Services (“Additional Terms”). If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions, as appropriate.
Membership Services. This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.
Transaction Services. Adamsea.com’s Transaction Services are designed to facilitate registered members of the Adamsea.com Site to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Site (“Online Transactions”), which may include certain payment services which will be supported by Adamsea.com or its affiliates. Adamsea.com reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Adamsea.com further reserves the right to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Adamsea.com.
Members Only. Adamsea.com’s Transaction Services are only available to registered members of the Adamsea.com Site. If your subscription to the paid or free membership of the Adamsea.com Site expires or is early terminated for any reason, you are not eligible to use the Transaction Services. In the event that you have a valid Online Transaction under this Agreement whilst your paid or free membership registration on the Adamsea.com Site is terminated, Adamsea.com shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as Adamsea.com considers appropriate. If you are a Seller, you are required to a valid bank account subject to verification and confirmation by Adamsea.com and our affiliates.
Types of Transactions. Adamsea.com’s Transaction Services are available to types of Online Transactions permitted by Adamsea.com only. For any type of Online Transactions, Adamsea.com may limit any or all of the Transaction Services to a specified group of members in accordance with the relevant Transactional Terms. The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered member may vary for different countries and regions. No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all members.
Lawful Items. The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4. You shall not use the Transaction Services in connection with any Online Transaction that:
may infringe AdamSea.com’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights.
may be in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy;
may be in breach of other terms of this Agreement including the Transactional Terms and the General Terms.
AdamSea.com shall have the right to refuse or cancel any Online Transaction in breach of this clause 2.4.
Refuse or Cancel Transactions. Apart from clause 2.4, Adamsea.com reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by our credit and fraud control department, where Adamsea.com has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Adamsea.com or any of our affiliates to liability. Adamsea.com may also require additional verifications or information for any Online Transaction.
Payment Services. Adamsea.com may, provide payment services for certain Online Transactions (“Payment Service”). Payment Services are provided by Adamsea.com to receive payment of funds in support of Adamsea.com Site for the Online Transactions. The Payment Services are provided in accordance with the terms and conditions set out in the Payment Services Agreement
Transactional Terms. For any type of Online Transactions, Adamsea.com may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.
Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Adamsea.com shall have the full right and power to make a determination for such Dispute. Upon receipt of a Dispute, Adamsea.com shall have the right to request either or both of Buyer and Seller to provide supporting documents. You agree that Adamsea.com shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Adamsea.com is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate. You agree not to hold Adamsea.com and our affiliates liable for any material which is untrue or misleading.
Powers of AdamSea.com. YOU expressly ACKNWOLEDGE AND agree that Adamsea.com shall have the full power, authority and discretion to reject or cancel an Online Transaction and to make a determination on any dispute between buyer and seller including the REMITTANCE of the funds UNDER AN ONLINE TRANSACTION THAT ARE HELD BY ADAMSEA.COM in accordance with this Agreement, THE PAYMENT SERVICES AGREEMENT and the relevant TRANSACTIONAL TERMS. You also acknowledge that this Agreement, the Payment Services Agreement and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction. You agree and accept that Adamsea.com shall have the right to modify or supplement the Transaction Terms. You further agree and accept that Adamsea.com shall have the right to make determinations wherever Adamsea.com considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement.
Adamsea.com’s Records. In case of any dispute in connection with any Online Transaction, the records of Adamsea.com shall take precedence and be conclusive.
Transactions between Sellers and Buyers
Seller and Buyer. For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.
Online Order. Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Adamsea.com Site. Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc. Adamsea.com may refuse to process or cancel any Online Transaction which in Adamsea.com’s reasonable opinion, has insufficient information to constitute a binding contract.
Online Transactions Subject to This Agreement. An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms. Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement. Seller or Buyer may only cancel any Online Transaction according to the relevant Transactional Terms.
Transaction between Seller and Buyer Only. Each Online Transaction is made by and between a Seller and a Buyer only. Despite that Adamsea.com provides the Transaction Services and, if applicable, may conduct formality review of an Online Transaction, Adamsea.com shall not be considered as a party to the Online Transaction. Adamsea.com does not represent Seller or Buyer in any Online Transaction. Adamsea.com will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction or the ability of either Seller or Buyer to complete any Online Transaction. You agree that you will not hold Adamsea.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.
Payment of Contract Price. For any Online Transaction, Buyer agrees to pay the full transaction price of the Online Transaction in clear funds to the Seller by transmitting funds to the bank accounts or other accounts in the name of Adamsea.com registered with banks or another payment service provider by using one of the payment methods both designated by Adamsea.com on the Adamsea.com Site in US dollar or any other currencies as supported by Adamsea.com from time to time. Seller agrees that the Buyer’s full payment of the transaction price under the Online Transaction to Adamsea.com constitutes final payment to Seller and Buyer’s payment obligation under the Online Transaction is fully satisfied upon receipt of funds by Adamsea.com at its payment account described above. In the case the Online Transaction adopts Payment Services; the funds will be monitored and held by Escrow.com as instructed by Adamsea.com. Escrow.com shall not dispose any such fund except in accordance with Adamsea.com instructions as set out in the terms and conditions of this Agreement and the Payment Services Agreement. You agree that neither Buyer nor Seller will receive interest or other profits in relation to the Service.Adamsea.com is not holding any funds on behalf of Buyer, or in any Secure Payment or trust relationship. Seller has requested that the settlement of funds to Seller be delayed as provided in the Payment Services Agreement.
Payment Methods. Please note that the payment methods available on the Adamsea.com Site are provided by Adamsea.com’s partners. If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that Adamsea.com has the right to refund the money so requested by the payment service partner without liability to Seller. Adamsea.com will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners. However, if the participation in the dispute resolution process is subject to additional fees, this will be at your own cost only.
Third Party Vendors. You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, etc. Some of such third party vendors may be partners of Adamsea.com and thus designated by Adamsea.com to you. Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Adamsea.com Site. Notwithstanding the foregoing circumstances, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold Adamsea.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors.
Your Agent. If you are required to conclude and complete an Online Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.
AdamSea.com Service Fees
Service Fees. Adamsea.com charges service fees for Online Transactions according to the fee schedules announced by Adamsea.com on the Adamsea.com Site. Adamsea.com reserves the right to charge any service fees for other types of Online Transactions upon reasonable prior notification published on the Site. In the case the Online Transaction adopts Payment Services, you hereby authorize Adamsea.com to deduct any service fees that are due and payable to Adamsea.com under an Online Transaction and to pay the same when Adamsea.com releases any amount held by it under the Online Transaction. Adamsea.com has no control over, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.
Third Party Fees Not Included. The service fees charged by Adamsea.com do not include any fees for any service or product that you may acquire or purchase in connection with the Online Transaction. It shall be your responsibility to settle the fees with such third party vendors.
Taxes, Financial Charges Not Included. All fees charged by Adamsea.com are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event Adamsea.com is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Adamsea.com. Adamsea.com shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.
Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Adamsea.com’s provision of the Transaction Services. If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Adamsea.com shall not be liable for any loss or damages arising from such default.
Representations and Warranties. You represent and warrant that:
you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations;
all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
you will not use the Transaction Services to defraud Adamsea.com, our affiliates, or other members or users of the Adamsea.com Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and
in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights; and
in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and
in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.
Breaches. If you are, in Adamsea.com’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise in breach of this Agreement, Adamsea.com shall have the right to cancel the relevant Online Transaction(s). Adamsea.com also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Adamsea.com Site. Adamsea.com may also publish the findings, penalties and other records regarding the breaches on the Adamsea.com Sites.
Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.
Feedback System. You shall not take any action which may undermine the integrity of Adamsea.com’s feedback system, such as providing positive feedback on oneself on the Adamsea.com Site using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Adamsea.com Site.
Indemnification by Member. You agree to indemnify Adamsea.com and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement. Adamsea.com reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Adamsea.com in asserting any available defenses.
Confidential Obligations. You shall keep confidential all confidential information provided by other members of the Adamsea.com Sites or Adamsea.com in connection with any Online Transaction or the Transaction Services.
Confidential Information. All information and material provided by another member of the Adamsea.com Site or Adamsea.com will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.
Disclaimer and Limitation of Liability
No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES, AND ADAMSEA.COM MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. ADAMSEA.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE ADAMSEA.COM SITE. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. ADAMSEA.COM AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.
Exclusion and Limitation of Liabilities.
TO THE FULL EXTENT PERMITTED BY LAW, ADAMSEA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES. THE AGGREGATE LIABILITY OF ADAMSEA.COM AND OUR AFFILIATES AND AGENTS ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY ADAMSEA.COM OR US$1,000.
SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS under your local law in your state, province or country THAT VARY FROM STATE TO STATE. Nothing in this Agreement is intended to affect those rights if they are applicable TO YOU.
Force Majeure. Under no circumstances shall Adamsea.com and our affiliates and agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.
Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Adamsea.com Site. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on Adamsea.com by sending the notices to Adamsea.com at 4255 SherwoodTowne PMB # 244,Suite 203, Mississauga ON, L4Z1Y5, Canada.
Governing Law; Jurisdiction
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF CANADA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.
DISPUTE BETWEEN BUYER AND SELLER. IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER FROM OR IN CONNECTION WITH AN ONLINE TRANSACTION, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO ADAMSEA.COM FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH ADAMSEA.COM’S DETERMINATION, YOU MUST APPLY FOR ARBITRATION IN CANADA AND NOTIFY ADAMSEA.COM OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER ADAMSEA.COM’S DETERMINATION. IF EACH OF BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT ADAMSEA.COM’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE PAYMENT SERVICES; ADAMSEA.COM WILL DISPOSE THE FUNDS HELD THEM ACCORDING TO SUCH DETERMINATION. FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST ADAMSEA.COM AND OUR AFFILIATES AND AGENTS.
Other Disputes. In case a Dispute arises between you and Adamsea.com in any other circumstances, if the Dispute is not resolved between you and Adamsea.com, you and Adamsea.com agree that the Dispute shall be finally resolved by arbitration in Canada.
ARBITRATION. IF ANY DISPUTE IS SUBMITTED FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH INTERNATIONAL COMMERCIAL ARBITRATION ACT AND THE ARBITRATION ACT 1991 OF CANADA.. THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND IN CANADA. THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES. THE ARBITRATION AWARD SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.
Indemnification. If you initiate any legal proceedings against Adamsea.com or our affiliates in breach of this clause 10, including any legal proceedings disputing Adamsea.com’s determination which has become binding on you according to this clause 10, you shall hold Adamsea.com and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.
Limitation Period. In any event, you may not make any claim against Adamsea.com or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.
Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.
Entire Agreement. This Agreement constitutes the entire agreement between you and Adamsea.com with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
No Waiver. Any failure by Adamsea.com and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
Assignment. Adamsea.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Adamsea.com may delegate certain of Adamsea.com rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.
TRANSACTIONS DISPUTE RULES
These Adamsea.com Transactions Dispute Rules (“Dispute Rules”) describe the general principles how Adamsea.com handles disputes between Buyers and Sellers in sourcing transactions in the Adamsea.com Site. Adamsea.com aims to provide a fair and safe transaction platform for Buyers and Sellers.
These Dispute Rules provide for general principles for handling trade disputes in connection sourcing transactions in the Adamsea.com Site. You agree that Adamsea.com will have the full power, right and discretion to handle and determine all matters concerning any disputes in sourcing transactions as Adamsea.com considers appropriate having regard to the general principles set forth in these Dispute Rules, the commonly accepted practices in cross-border trading, the supporting documents provided by Buyer and Seller as well as the circumstances of the individual dispute cases.
These Dispute Rules do not apply to transactions concluded offline between sellers and buyers not using Adamsea.com’s transaction platform.
Adamsea.com may revise these Dispute Rules from time to time. The revised version will be effective immediately upon posting.
Adamsea.com encourages you to resolve your disputes in the sourcing transactions through amicable negotiations.
Section 1 – Definitions
Unless otherwise defined in these Dispute Rules, the capitalized terms shall have the same meanings as used in the Adamsea.com Transaction Services Agreement and the Adamsea.com Sourcing Transactions General Rules.
Sourcing transactions refer to the online transactions for cross-border trading of products under the Adamsea.com Sourcing Transactions General Rules and in which the products are delivered by the seller to the buyer by air or sea freight.
References to INCOTERM mean INCOTERM 2010.
Section 2--Disputes Procedures
2.1 Complainant should submit their complaint or dispute to Adamsea.com through an online system for filing complaints (“Platform”) within the relevant prescribed time limits. Otherwise, Adamsea.com shall have the right to refuse to accept any complaint or dispute.
2.2 When a complainant submits a complaint, he shall file out a complaint submission form on the Platform and shall provide all the relevant supporting documents within 20 calendar days after submission of the complaint. If the complainant fails to provide the relevant supporting documents within the prescribed time period, Adamsea.com shall have the right to refuse to accept the complaint.
2.3 Adamsea.com will notify the respondent about the complaint via email or telephone when Adamsea.com agrees to accept the complaint. Adamsea.com shall have the right to require the respondent to submit a counter notice and the relevant supporting documents within prescribed time limit. If the respondent fails to submit a counter notice in time, or if the supporting documents for the counter notice are insufficient to substantiate the counter notice, Adamsea.com shall have the right to suspend the respondent’s accounts on the Adamsea.com Site.
2.4 The supporting documents mentioned in the previous articles include:
(a) the Sales and Purchase Contract (“Contract”) as entered into between Buyer and Seller;
(b) all associated records of communication;
(c) evidence which shows that the products are different from those as agreed (such as the inspection report issued by a third party organization);
(d) other evidences which support the complaint.
2.5 Both parties must ensure that the documents submitted to Adamsea.com are true, correct and complete and are not misleading. If any party to the dispute has made any changes, amendments, or forgeries to the supporting documents, Adamsea.com shall have the right to immediately make a determination against that party.
2.6 Adamsea.com shall have the full right and discretion to accept or reject any supporting document. Adamsea.com shall have the right to determine whether any supporting documents are sufficient to prove any issue in dispute and whether any party should be responsible.
2.7 When the parties fail to reach a settlement within the prescribed period, Adamsea.com shall have the right to make a determination in accordance with the provisions of the Dispute Rules.
2.8 In addition to the supporting documents submitted by Buyer and Seller, Adamsea.com may also refer to the general commercial practices for cross-border trading, including the INCOTERM 2010. Adamsea.com shall also have the right to take into other considerations such as whether there is any dishonest behavior on the part of Seller or Buyer.
Section 3--General Principals
3.1 Buyer and Seller may not unilaterally change the terms and conditions of the Contract for the sourcing transaction.
3.2 If one party claims that you are unable to perform your obligations under the Contract in time due to a force majeure event, you must provide the valid certification as Adamsea.com requires.
3.3 During the dispute procedures, if the parties fail to reach an agreement on whether the parties shall continue the performance of the Contract, Adamsea.com shall have the right to suspend or freeze the relevant transaction in question.
3.4 When a dispute arises between Buyer and Seller, both parties may negotiate to reach a refund agreement. During the step of refund negotiation, Buyer and Seller are free to communicate with each other to reach a refund agreement as they think is appropriate, and there are no restrictions on how the dispute may be resolved by Buyer and Seller. In a case where one party might be solely responsible, Buyer and Seller may still be able to reach an agreement where both of them agree to share the responsibility or risks or one of them agrees to waive his or her rights and interests. If Buyer and Seller agree that any part of the funds shall be paid to one of them, Adamsea.com will release the funds in accordance with the refund agreement as so agreed upon by Buyer and Seller.
3.5 You agree that Adamsea.com is not required to obtain professional advice in order to make any determination and may make the determinations in the dispute cases as an ordinary non-professional person. You also agree that Adamsea.com is not required to take any step to verify whether any document received is true.
Section 4--Dispute Cases
4.1 This section only provides selected types of dispute cases for references. Adamsea.com shall have the full right and discretion to determine any dispute on a case-by-case basis.
4.2 Buyer and Seller shall fulfill their obligations to make the payments and deliver products as agreed. If either party is in breach of the agreed obligations, the party in breach shall be responsible. The party in breach shall be responsible to fulfill the obligations e.g., to make payments, deliver products, fix, exchange, return products, supply to make up the shortage in the product quantity, make refunds. Adamsea.com shall have the right to impose penalties on the responsible party.
4.3 Products not received:
If the products are destroyed or damaged for reasons of force majeure, accidents, problems with the carriers, or other reasons that are not attributable to either party, then the allocation of the risks shall be decided based on the Contract between Buyer and Seller. If the Contract did not specify the allocation of risks in the circumstances, then responsibilities and risks shall be allocated based on the provisions of the United Nations Convention on Contracts of International Sales of Goods and the International Commercial Terms (INCOTERMS).
Buyer shall be responsible, and Adamsea.com shall have the right to refuse to accept the complaint and close the case accordingly, if the products are detained by the customs because Buyer does not possess the import qualification, or pay the customs duties, or does not specify the special documentation requirements at the time of purchase of special type of products. If the products are detained by customs for issues in the shipping documents or other reasons attributable to Seller, e.g., Seller already has the knowledge and ought to have known about the documentation requirements, Seller shall be responsible. Seller shall assist Buyer by all means. If Seller refuses to provide such assistance, Adamsea.com shall have the right to impose penalties on Seller.
If the products are detained because they are restricted from being exported or illegal, under the laws of the exporting country, and if Buyer already has the knowledge and ought to have known that the products are so restricted or illegal, then both parties shall be responsible, Adamsea.com shall have the right to refuse to accept the complaint and close the case accordingly. If Buyer genuinely has no prior knowledge of such facts, then Seller shall be responsible. Adamsea.com shall have the right to impose penalties on the responsible party.
If the products are detained because they are restricted from being imported or illegal, under the laws of the importing country, and if Seller already has the knowledge and ought to have known that the products are so restricted or illegal, then both parties shall be responsible, Adamsea.com shall have the right to refuse to accept the complaint and close the case accordingly. If Seller genuinely has no prior knowledge of such facts, then Buyer shall be responsible. Adamsea.com shall have the right to impose penalties on the responsible party.
If the products are detained because the products infringe the intellectual property rights of any third party, and if Buyer already has the knowledge and ought to have known about such facts, then both parties shall be responsible, Adamsea.com shall have the right to refuse to accept the complaint and close the case accordingly. Adamsea.com shall have the right to impose penalties on both parties. If Buyer genuinely has no knowledge of the fact that the products infringe the intellectual property rights of a third party, then Seller shall be responsible and Adamsea.com shall have the right to impose penalties on Seller.
4.4 Products not as described:
If the quantity of the products that Buyer has received is less than the quantity ordered by Buyer in the Contract, Seller shall be responsible. When both parties reach a settlement either for refund of the purchase price or return of the products, Seller shall be responsible and bears the cost incurred either by the refund or the return of the products.
If the quality of the products that Buyer has received doesn’t match with the quality standards ordered by Buyer in the Contract, or the products are different in terms of function, then Seller shall be responsible unless Buyer has prior knowledge or has agreed in advance.
If the products are inferior substituting up-to-standards products, fake, doped, adulterated, used products substituting new products, or etc., then Seller shall be responsible. If Buyer has prior knowledge of such defects, Adamsea.com shall have the right to refuse to accept the complaint and close the case accordingly.
If the products are counterfeits, inferiors, products that infringe the intellectual property rights of any third parties, Adamsea.com shall have the right to impose penalties on Seller, even if Buyer has prior knowledge or has agreed on such defects in advance.
If the products are materially different from the Contract as agreed, Seller shall be responsible; Adamsea.com shall have the right to impose penalties on Seller.
If the products received are not as agreed in terms of specification, size, color, or package, Seller shall be responsible.
4.5 If Seller fabricates the origin of manufacture, or forges or uses without authorization the company name and address of another party, marks for quality certification such as certification marks, famous brand marks, quarantine certificate, quality and quarantine inspection reports, verification reports, etc, Seller shall be responsible. Adamsea.com shall have the right to impose penalties on Seller.
4.6 When both parties reach a settlement on the return of the products, Buyer shall return the products to the address designated or confirmed by Seller. The cost incurred by the return of the products shall be borne by the responsible party, except as agreed otherwise by both parties. Buyer shall bear all risks, and any loss, cost or damages of any kind incurred as a result of the risks, if Buyer return the products to the wrong address, including but not limited to the damage, destruction and loss of the products and the expenses of transportation, store and custody.
Section 5--Other provisions
5.1 During the dispute procedures, Adamsea.com shall have the right to refuse the remittance of the purchase price to Seller until the parties reach a settlement and Buyer agrees to release the purchase price to Seller.
(a) The purchase price will be remitted to Buyer when the Contract is canceled due to the fault of Seller.
(b) The purchase price after the deduction of the payment service fee, liquidated damages (if any) and other compensation (if any), the remainder (if any) will be remitted to Buyer when the Contract is canceled due to the fault of Buyer.
(c) The purchase price after the deduction of the payment service fee, the remainder will be remitted to Buyer when the Contract is canceled due to the breach of the Product Listing Policy.
5.2 If a party is found to be responsible in accordance with these Dispute Rules, or have breached the Adamsea.com Service Terms, Adamsea.com shall have the right to impose penalties against the responsible party. The penalties may include:
(a) Announce the breach or complaint records on the Adamsea.com Site;
(b) Suspend the use of the payment service for the prescribed period determined by Adamsea.com;
(c) Suspend the use of the transaction functionalities of your account on the Adamsea.com Site without any refund.
(d) Permanently terminate the use of the transaction functionalities of your account on the the Adamsea.com Site without any refund.
5.3 If the dispute is not resolved through amicable negotiation within the prescribed time period according to these Dispute Rules, or if you are dissatisfied with Adamsea.com’s determination, you must apply to for arbitration in Canada and notify Adamsea.com of such application within 20 calendar days after Adamsea.com’s determination. If each of Buyer and Seller in the dispute does not notify Adamsea.com of your application for arbitration within the above 20 calendar days, each of Buyer and Seller shall be deemed to have agreed that Adamsea.com’s determination shall be final and binding on you.
The Internet is an amazing tool. It has the power to change the way we live, and we're starting to see that potential today. With only a few mouse-clicks, you can follow the news, look up facts, buy goods and services, and communicate with others from around the world. It's important to ADAMSEA INC. to help our customers retain their privacy when they take advantage of all the Internet has to offer.
We believe your business is no one else's. Your privacy is important to you and to us. So we'll protect the information you share with us. To protect your privacy, ADAMSEA INC. follows different principles in accordance with worldwide practices for customer privacy and data protection.
We won’t sell or give your name, mail address, phone number, email address or any other information to anyone.
We’ll use state-of-the-art security measures to protect your information from unauthorized users.
We will ask you when we need information that personally identifies you (personal information) or allows us to contact you. Generally, this information is requested when you create a Registration ID on the site or when you download free software, enter a contest, order email newsletters or join a limited-access premium site. We use your Personal Information for four primary purposes:
To make the site easier for you to use by not having to enter information more than once.
To help you quickly find goods, services or information.
To help us create content most relevant to you.
To alert you to product upgrades, special offers, updated information and other new services from ADAMSEA INC.
If you choose not to register or provide personal information, you can still use most of www.adamsea.com but you will not be able to access areas that require registration.
If you decide to register, you will be able to select the kinds of information you want to receive from us by subscribing to various services, like our electronic newsletters. If you do not want us to communicate with you about other offers regarding ADAMSEA INC. products, programs, events, or services by email, postal mail, or telephone, you may select the option stating that you do not wish to receive marketing messages from ADAMSEA INC.
ADAMSEA INC. occasionally allows other companies to offer our registered customers information about their products and services, using e-mail only. If you do not want to receive these offers, you may select the option stating that you do not wish to receive marketing materials from third parties.
We will provide you with the means to ensure that your personal information is correct and current. You may review and update this information at any time at the Visitor Center. There, you can:
View and edit personal information you have already given us.
Tell us whether you want us to send you marketing information, or whether you want third parties to send you their offers by postal mail.
Sign up for electronic newsletters about our services and products.
Register. Once you register, you won't need to do it again. Wherever you go on www.adamsea.com your information stays with you.
ADAMSEA INC. has taken strong measures to protect the security of your personal information and to ensure that your choices for its intended use are honored. We take strong precautions to protect your data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.
We guarantee your e-commerce transactions to be 100% safe and secure. When you place orders or access your personal account information, you're utilizing secure server software SSL, which encrypts your personal information before it's sent over the Internet. SSL is one of the safest encryption technologies available.
In addition, your transactions are guaranteed under the Fair Credit Billing Act. This Act states that your bank cannot hold you liable for more than $50.00 in fraudulent credit card charges. If your bank does hold you liable for $50.00 or less, we'll cover your liability provided the unauthorized, fraudulent use of your credit card resulted through no fault of your own and from purchases made from us over our secure server. In the event of unauthorized use of your credit card, you must notify your credit card provider in accordance with its reporting rules and procedures.
ADAMSEA INC. strictly protects the security of your personal information and honors your choices for its intended use. We carefully protect your data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.
Your personal information is never shared outside the company without your permission, except under conditions explained above. Inside the company, data is stored in password-controlled servers with limited access. Your information may be stored and processed in Canada or any other country where ADAMSEA INC., its subsidiaries, affiliates or agents are located.
You also have a significant role in protecting your information. No one can see or edit your personal information without knowing your user name and password, so do not share these with others.
NOTICE TO PARENTS
Parents or guardians: we want to help you guard your children's privacy. We encourage you to talk to your children about safe and responsible use of their Personal Information while using the Internet. The ADAMSEA INC. site does not publish content that is targeted to children; hence ADAMSEA INC. does not take any responsibility under any circumstances for use of personal information by children
ELECTRONIC PRODUCT REGISTRATION
When you buy and sell a product, we may ask you to register your purchase electronically. When you do, we merge your registration information with any information you've already left with us (we call that information your personal profile). If you haven't previously registered with us, we create a personal profile for you from your product registration information. If you ever want to review or update that information, you can visit the Profile Center, click on Update Profile, and edit any of the Personal Information in your profile. If you haven't already created a Registration ID, we will ask you to do so. This ensures that only you can access your information.
As mentioned above, every registered customer has a unique personal profile. Each profile is assigned a unique personal identification number, which helps us ensure that only you can access your profile.
When you register, we create your profile, assign a personal identification number, and then send this personal identification number back to your hard drive in the form of a cookie, which is a very small bit of code. This code is uniquely yours. It is your passport to seamless travel across www.adamsea.com allowing you to post products, buy & sell products and order free newsletters. Even if you switch computers, you won't have to re-register – just use your Registration ID to identify yourself.
What we do with the information you share
When you join us, you provide us with your contact information, including phone number and email address. We use this information to send you updates about your order, questionnaires to measure your satisfaction with our service and announcements about new and exciting services that we offer. When you order from us, we ask for your credit card number and billing address. We use this information only to bill you for the product(s) you order at that time. For your convenience, we do save billing information in case you want to order from us again, but we don't use this information again without your permission.
We occasionally hire other companies to provide limited services on our behalf, including packaging, mailing and delivering purchases, answering customer questions about products or services, sending postal mail and processing event registration. We will only provide those companies the information they need to deliver the service, and they are prohibited from using that information for any other purpose.
ADAMSEA INC. will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on ADAMSEA INC. or the site; (b) protect and defend the rights or property of ADAMSEA INC and its family of Websites, and, (c) act in urgent circumstances to protect the personal safety of users of ADAMSEA INC. its Websites, or the public.
PRODUCT LISTING POLICY
1.1 You may not post or sell any item that is restricted or prohibited by a federal, state or local law in any country or jurisdiction. Please be aware that www.AdamSea.com website functions as a global marketplace, thus the selling or posting of items may be prohibited because of laws outside of the jurisdiction where you reside. Below, we have listed some categories of prohibited or restricted items. However, this list is not exhaustive; you, as the seller, are responsible for ensuring that you are not posting an item that is prohibited by law in any jurisdiction.
1.2 Adamsea.com has chosen to also prohibit the posting of other categories of items which may not be restricted or prohibited by law but are nonetheless controversial including:
a) Items that encourage illegal activities.
b) Items that are racially, religiously or ethnically derogatory, or that promote hatred, violence, racial or religious intolerance.
c) Giveaways, lotteries, raffles, or contests.
d) Stocks, bonds, investment interests, and other securities.
e) Pornographic materials or items that is sexual in nature.
f) Items that do not offer a product or service for sale, such as advertisements solely for the purpose of collecting user information.
1.3 Adamsea.com, in its sole and exclusive discretion, reserves the right to impose additional restrictions and prohibitions.
2. CONTRACTS AND TICKETS
2.1 You are responsible for ensuring that your transaction is lawful and not in violation of any contractual obligation. Before posting an item on the Site, you should carefully read any contracts that you have entered into that might limit your right to sell your item on the Site.
2.2 Adamsea.com does not search for items that may raise these types of issues, nor can it review copies of private contracts, or adjudicate or take sides in private contract disputes. However, we want you to be aware that posting items in violation of your contractual obligations could put you at risk with third parties. Adamsea.com therefore urges that you not list any item until you have reviewed any relevant contracts or agreements, and are confident you can legally sell it on the Site.
2.3 If you have any questions regarding your rights under a contract or agreement, we strongly recommend that you contact the company with whom you entered into the contract and/or consult with an attorney.
3. MAILING LISTS AND PERSONAL INFORMATION
The posting or sale of bulk email or mailing lists that contain personally identifiable information including names, addresses, phone numbers, fax numbers and email addresses, is strictly prohibited. Also prohibited are software or other tools which are designed or used to send unsolicited commercial email (i.e. "spam").
4. NON-BUSINESS INFORMATION
Adamsea.com is an online business to business information platform; personal and non-business information is prohibited.
5. NON-TRANSFERABLE ITEMS
Non-transferable items may not be posted or sold through the Site.
6. POSTING AN ADVERTISEMENT FOR THE SOLE PURPOSE OF COLLECTING USER INFORMATION OR RAISING MONEY
Adamsea.com is the ideal site for business to business commercial transactions. Honesty and high ethical standards is what we represent. Postings on this site should clearly represent the item being sold. If your objective is otherwise, we ask that you seek out other websites to carry on the business activity you seek to perform.
7. REPLICA AND COUNTERFEIT ITEMS
7.1 Listing of counterfeits, non-licensed replicas, or unauthorized items are strictly prohibited on the Site.
7.2 If the products sold bear the name or logo of a company, but did not originate from or were not endorsed by that company, such products are prohibited from the Site.
7.3 Postings offering to sell or purchase replicas, counterfeits or other unauthorized items shall be subject to removal by Adamsea.com. Repeated postings of counterfeit or unauthorized items shall result in the immediate suspension of your membership.
8. STOLEN PROPERTY
8.1 The posting or sale of stolen property is strictly forbidden on the Site, and violates international law. Stolen property includes items taken from private individuals, as well as property taken without authorization from companies or governments.
8.2 Adamsea.com supports and cooperates with law enforcement efforts involving the recovery of stolen property and the prosecution of responsible individuals. If you are concerned that the images and/or text in your item description have been used by another Site user without your authorization, or that your intellectual property rights have been violated by such user, please contact our service team at email@example.com.
9. SANCTIONED AND PROHBITED ITEMS
9.1 Products prohibited by laws, regulations, sanctions and trade restrictions in any relevant country or jurisdiction worldwide are strictly forbidden on the Site.
ACCEPTANCE OF TERMS
This Agreement, which incorporates by reference other provisions applicable to use of www.adamsea.com, including, but not limited to, supplemental terms and conditions set forth hereof ("Supplemental Terms") governing the use of certain specific material contained in www.adamsea.com, sets forth the terms and conditions that apply to use of www.adamsea.com by User. By using ADAMSEA INC. (other than to read this Agreement for the first time), User agrees to comply with all of the terms and conditions hereof. The right to use www.adamsea.com is personal to User and is not transferable to any other person or entity. User is responsible for all use of User's Account (under any screen name or password) and for ensuring that all use of User's Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User's password(s), if any.
ADAMSEA INC. shall have the right at any time to change or discontinue any aspect or feature of www.adamsea.com, including, but not limited to, content, hours of availability, and equipment needed for access or use.
ADAMSEA INC. shall have the right at any time to change or modify the terms and conditions applicable to User's use of www.adamsea.com, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on www.adamsea.com, or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of www.adamsea.com by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions.
DESCRIPTION OF SERVICES
Through its Web property, ADAMSEA INC. provides User with access to a variety of resources, including buying and selling, download areas, communication forums and product information (collectively “goods & Services"). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the TOU.
User shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of www.AdamSea.com and all charges related thereto.
User shall use www.adamsea.com for lawful purposes only. User shall not post or transmit through www.adamsea.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without ADAMSEA INC.'s express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in ADAMSEA INC.'s discretion restricts or inhibits any other User from using or enjoying www.adamsea.com will not be permitted. User shall not use www.adamsea.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with ADAMSEA INC.
www.adamsea.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of www.adamsea.com are copyrighted as a collective work under the Canada copyright laws. ADAMSEA INC. owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of ADAMSEA INC. and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
User shall not upload, post or otherwise make available on www.adamsea.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of www.adamsea.com, User automatically grants, or warrants that the owner of such material has expressly granted ADAMSEA INC. the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants ADAMSEA INC. the right to edit, copy, publish and distribute any material made available on www.adamsea.com by User.
The foregoing provisions of Section 5 are for the benefit of ADAMSEA INC., its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
USE OF SERVICES
The Services may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a "Communication Service" and collectively "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not:
Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same.
Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
Download any file posted by another user of a Communication Service that User know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including email addresses.
Violate any applicable laws or regulations.
Create a false identity for the purpose of misleading others.
Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.
ADAMSEA INC. has no obligation to monitor the Communication Services. However, ADAMSEA INC. reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. ADAMSEA INC. reserves the right to terminate User’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. ADAMSEA INC. reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in ADAMSEA INC.'s sole discretion.
aterials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.
Always use caution when giving out any personally identifiable information in any Communication Services. ADAMSEA INC. does not control or endorse the content, messages or information found in any Communication Services and, therefore, ADAMSEA INC. specifically disclaims any liability with regard to the Communication Services and any actions resulting from User’s participation in any Communication Services. Managers and hosts are not authorized ADAMSEA INC. spokespersons, and their views do not necessarily reflect those of ADAMSEA INC..
MEMBER ACCOUNT, PASSWORD, AND SECURITY
If any of the Services requires User to open an account, User must complete the registration process by providing ADAMSEA INC. with current, complete and accurate information as prompted by the applicable registration form. User also will choose a password and a user name. User is entirely responsible for maintaining the confidentiality of User’s password and account. Furthermore, User is entirely responsible for any and all activities that occur under User’s account. User agrees to notify ADAMSEA INC. immediately of any unauthorized use of User’s account or any other breach of security. ADAMSEA INC. will not be liable for any loss that User may incur as a result of someone else using User’s password or account, either with or without User’s knowledge. However, User could be held liable for losses incurred by ADAMSEA INC. or another party due to someone else using User’s account or password. User may not use anyone else's account at any time, without the permission of the account holder.
NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS YOUR WEBSITE ADDRESS
Any software that is made available to download from the Services ("Software") is the copyrighted work of ADAMSEA INC. and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms.
The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, ADAMSEA INC. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
FOR YOUR CONVENIENCE, ADAMSEA INC. MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. ADAMSEA INC. DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES.
NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THIS YOUR WEBSITE ADDRESS
Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Accredited educational institutions, such as universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
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