Terms and Conditions

Welcome to AceBroker’s web

Terms and Condition of Use

Welcome to AceBroker.com. Exelcis Ltd provides its services to you subject to the
following terms and conditions. These terms of the Agreement (the “Agreement”) describes the terms and conditions applicable to your use of the AceBroker.com web-site which is identified by the uniform resource locator www.acebroker.com (The “Site”).

1. Application of and Acceptance of Terms and Conditions

1.1 This Agreement is entered into between you as the user of the Site (the “User”) and AceBroker.com.  By accessing, visiting, using, or conducting any transaction using AceBroker’s web site, you accept that these terms and conditions expressly apply. You shall be bound by the terms and conditions of this Agreement with respect to any further upgrade, modification, addition or change to it. If you do not accept all of the terms and conditions of this Agreement, do not use this Site.  Further, should you object to any term or condition of this Agreement, any guidelines, or any subsequent modifications thereto or become dissatisfied with AceBroker.com in any way, your only recourse is to immediately discontinue use of the Site. 

1.2 AceBroker.com may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by AceBroker.com of the amended and restated Agreement and your continued use of the Site shall be deemed to be acceptance of the amended terms. Only an authorized officer of AceBroker.com shall have the right to modify the terms and conditions set forth herein. 

1.3 For purposes of this Agreement, a “User” is any person who accesses the Site for whatever purpose, regardless of whether such User has registered with AceBroker.com as a Registered User or whether such User is a paying customer for a specific service provided by AceBroker.com. A User includes the person using this Site and/or any legal entity, which may be represented by such person under actual or apparent authority.

Registered Users

2.1 Each User who has filled out a registration form at Exelcis Ltd s offices, or through any other means offered by AceBroker.com, by giving its information (such as name, address, telephone and faxnumber, email address, details of its business, etc.) is a Registered User of AceBroker.com (a “Registered User”). AceBroker.com will establish an account (“Account”) for each Registered User and each Registered User will be assigned a user alias (“ User ID”) and password (“Password”) for log-in access to its own Account.

2.2 If the Registered User is a legal entity, it shall have one User ID and one Password assigned to them by AceBroker.com. The legal entity shall be responsible to assign users to use AceBroker.com's web site.  AceBroker.com shall not be liable if the legal entity grants and/ or assigns this to any other person who placed/accepted an order on their behalf where he/she is not authorized.  AceBroker.com further shall bear no liability for the result of such a transaction.

2.3 If AceBroker.com receives any information and/or order from any legal entity, this information and/or order shall bind the legal entity fully.

2.4 AceBroker.com may suspend or terminate Registered User’s Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if, in AceBroker.com’s determination, there is any breach of the provisions of this Agreement by the Registered User.

2.5 Notwithstanding Section 2 above, AceBroker.com may refuse registration and deny the issuance of an Account, associated User ID and Password to any User for whatever reason.

Use

3.1 As a User/ Registered User, you agree that while using the Site, you will not:

• violate any laws, third party rights, or AceBroker.com’s policies
• use the Sites if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from the Site;
• circumvent or manipulate AceBroker.com‘s fee structure, the billing process, or fees owed to AceBroker.com;
• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• transfer your AceBroker.com account (including feedback) and User ID to another party without AceBroker.com‘s consent;
• distribute viruses or any other technologies that may harm AceBroker.com, or the interests or property of AceBroker.com users;
• copy, modify, or distribute content from the Site and AceBroker.com's copyrights and trademarks; or
• harvest or otherwise collect information About Users, including email addresses, without their consent.

3.2 Additionally, you agree that you will not: 

• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of AceBroker.com and the appropriate third party, as applicable;
• interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
• bypass measures AceBroker.com may use to prevent or restrict access to the Site.

3.3 Some pages of this site are restricted and require further authorization for access. Unauthorized use of or access to these areas is prohibited. Actual or attempted unauthorized use of or access to such area may result in immediate Termination of a Registered User's Account, and in criminal and/or civil prosecution. Attempts to access such areas without authorization may be viewed, monitored and recorded and any information obtained may be given to law enforcement organizations in connection with any investigation or prosecution of possible criminal activity on this system. If you are not an authorized user of such pages or do not consent to continued monitoring, you should not attempt to access such pages.

3.4 If you are an authorized user of any restricted area, you are responsible to maintain the security/confidentiality of your Password.

3.5 DO NOT SHARE YOUR PASSWORD WITH ANYONE.  It is the sole and exclusive responsibility of the User/ Registered User to keep his or her Password confidential.  If a Registered User knows or suspects that his or her Password has been compromised, he/she should report this immediately and request to have the Password changed.  If a Registered User suspects any unauthorized activity related to its Account, the Registered User should contact AceBroker immediately.  The results of failing to comply with these instructions shall be for the sole account of Registered User.

4.  Liability

4.1 AceBroker.com provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. This exchange may result in a transaction, including a sale and a purchase.  AceBroker.com does not represent either party in specific transactions. As a result, AceBroker.com does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on The Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.

4.2 AceBroker.com does not transfer legal ownership of items from the seller to the buyer, and nothing in this Agreement shall modify the governing provisions of  Uniform Commercial Code § 2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with Uniform Commercial Code § 2-401(2). Furthermore, AceBroker.com cannot guarantee continuous or secure access to AceBroker.com ‘s services, and operation of the Site may be interfered with by numerous factors outside of AceBroker.com’s control.

4.3 Each User/ Registered User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the site to conduct transactions, such risks shall include, but not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation (“Transaction Risks”). Each User/ Registered User agrees that AceBroker.com shall not be liable or responsible for any damages or/and delay that may arise a result of or in connection with any Transaction Risks.

4.4 Users/ Registered Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

4.5 In the event that any User/ Registered User has a dispute with any party to a transaction, such User/ Registered User agrees to release and indemnify AceBroker.com (and its agents, affiliates, directors, officers, and employees) from all claims, actions, demands, proceedings, costs, expenses, and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

4.6 THE FEATURES AND SERVICES ON THE AceBroker SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND AceBroker HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFOMANCE, ACCURACY, RELIABILITY,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED.

4.7 Each User/ Registered User hereby agrees to indemnify and save AceBroker.com, its affiliates, directors, officers and employees harmless, from, any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User/ Registered User' use of the Site (including but not limited to the display of such User’s/ Registered User's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each User/ Registered User further agrees that AceBroker.com is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User/ Registered User.

4.8 Exelcis Ltd / AceBroker.com shall not be liable for any special, direct,  indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
(a) the use or the inability to use the Site;
(b) any defect in goods, samples, data, information or services purchased or obtained from a User/ Registered User or a third-party service provider through the Site;
(c) unauthorized access by third parties to data or private information of any User/ Registered User  ;
(d) statements or conduct of any User/ Registered User of the Site.

4.9 Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

4.10 Regardless of the previous paragraph, if AceBroker.com is found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to AceBroker.com in the 12 months prior to the action giving rise to the liability, and (b) $100.

4.11 YOU AGREE NOT JOIN IN ANY LAWSUIT WITH ANOTHER PERSON OR SERVE AS A CLASS REPRESENTAIVE OF ANY CLASS ACTION LAWSUIT AGAINST AceBroker.com ARISING OUT OF YOUR PURCHASE OR USE OF PRODUCTS ORDERED VIA THE SITE.

5.  Intellectual Property Rights

5.1 Exelcis Ltd is the sole owner or lawful licensee of all the rights to the Site and AceBroker.com’s content. The site and AceBroker.com content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and AceBroker.com content shall remain with Exelcis Ltd, or licensors of the AceBroker.com content, as the case may be. All rights not otherwise claimed under this Agreement or by AceBroker.com are hereby reserved.

5.2 “AceBroker”, “AceBroker.com” and related icons and logos are registered trademarks or trademarks or service marks of Exelcis Ltd in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

6.  Notices

6.1 All notices or demands to or upon Exelcis Ltd shall be effective if in writing and shall be duly made when sent to Exelcis Ltd in the following manner:

6.2 All notices or demands to or upon a User shall be effective if delivered personally, sent by courier, certified mail, by facsimile or email to the last - known correspondence, fax or email address provided by the User to Exelcis Ltd.  Notice to a User shall be deemed to be received by such User if and when
(a) Exelcis Ltd is able to demonstrate that communication, whether in physical or electronic form. Has been sent to such User, or
(b) immediately upon Exelcis Ltd’s posting such notice on an area of the Site that is publicly accessible without charge.

7.  General
7.1 In the event any provision of this Agreement is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected and, in lieu of an illegal, invalid, or unenforceable provision, there will be added as part of this Agreement one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.
7.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

7.3 Exelcis Ltd’s failure to enforce any right or failure to act with respect to any breach by a User under these terms and conditions will not waive that right nor waives Exelcis Ltd’s right to act with respect subsequent or similar breaches.

7.4 Exelcis Ltd shall have the right to assign its obligations and duties in this Agreement and to any person or entity.

7.5 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

7.6 This Agreement shall be governed by the laws of England regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of England.

7.7 The terms and conditions herein constitute the entire Agreement between you and Exelcis Ltd and shall govern the use of this Site, superseding any prior representations or Agreements, oral or written, and all other communications between the Parties relating to the subject matter hereof.