CommerceTree USAGE

CommerceTree services are only available for Users with businesses residing in the United States of America, Canada, Europe and Australia. Other countries may be added in the near future through special contracts for regional customization.

CommerceTree has a no-tolerance policy for spamming, immorality, pornography, and warez. Any sites found to contain, promote, or link to such content are subject to immediate removal from our servers.

USER's TERMS and DEFINITIONS

User (You)

Individual residing in the United States of America, Canada, Europe and Australia that has a PC with access to the World Wide Web and requires using the services offered by CommerceTree.

CommerceTree Wizard: Shopping Cart & E-Commerce software for PC by CommerceTree
This PC software is provided as 'free license', and includes 30-day of free E-Commerce hosting services. The software can be installed on any User’s PC if running Windows 95, 98, Me, 2000, NT or XP operating systems. When a User enters the data related to a shop (store) using the software, a special code is automatically generated. If the User's PC is connected to the World Wide Web, this special code can be uploaded onto CommerceTree Web servers, when clicking the Create Site or the Upload Site buttons. Special Agreements between CommerceTree and pre-qualified customers or partners may be arranged to provide them with a customized CommerceTree Wizard software which can upload directly onto their servers.

CommerceTree Genie: E-Commerce server engine by CommerceTree
Software residing in CommerceTree's Web servers capable of receiving, storing and managing the special code sent by the CommerceTree Wizard installed in any User's PC when connected to the World Wide Web. Upon request from visitors to a User's Web site. Upon request from visitors to a User's Web site, the code is sent to his Web browser, and it behaves like a Web store featuring shopping carts with E-Commerce capabilities and B2B connectivity. Genie 's dynamic software manages the User's Web pages, store catalog and shopping carts generated by the Wizard that interact with visitors. Genie manages and updates the User's business data for Users whose site already resides in our servers, anytime the Wizard uploads a business' site information. Genie manages this by creating, maintaining and updating each User's database where information related to their business, their products and services category offerings are stored, along with their customer's orders, transactions and payments received from customers through our credit card payment gateway. Genie calculates box consolidation according to their business specific sizes, and provides gateways that connect to shipping companies for calculating shipping cost alternatives. Genie also manages the User's administrative tools and their requests, as well as instant e-mail notification software that will inform Users about all the transactions that occurred with their visitors. Genie executes many other tasks that make it possible to provide the state-of-the-art technology that CommerceTree offers. If a Special Agreement exist between CommerceTree and a customer or partner, CommerceTree may deploy in designated servers specified the corresponding customized CommerceTree Genie software.

CommerceTree USER AGREEMENT

This Agreement with CommerceTree explicitly states the terms and conditions governing the use of software, hardware, services, and content of CommerceTree and all components of our proprietary technologies.
By downloading and using the CommerceTree Wizard, you accept the terms and conditions set forth below, and acknowledge that your use of CommerceTree services is subject to certain guidelines and limitations. If you do not accept this agreement, do not proceed with the CommerceTree Wizard download and the software installation process in your PC. For the purposes of this agreement, CommerceTree and Wizard may be used interchangeably. CommerceTree reserves the right to amend or change the content of these terms and guidelines at any time without notice, and you hereby agree with and accept any such changes.

Service process description and guidelines

When using our CommerceTree Wizard software for the first time, Users may affiliate a new business by uploading the data to be hosted and serviced by the Genie to CommerceTree servers. The acceptance or rejection of any business data or Web site into our servers is at CommerceTree's sole discretion.

If a business' data has been accepted by Genie 's automated editor, then it will be saved, published and included in the CommerceTree network. The User that uploaded such data onto CommerceTree servers automatically becomes its unique designated Administrator. Therefore, the Administrator assumes all risk and consequences for the uploaded data that may be published on the World Wide Web as a result and will become solely responsible for such data being public and for all the business content residing in our servers, including possible errors, the partial or total loss of data, and all related objects that may be published through the Genie on the World Wide Web; their functionality, legality, performance and any derivation from processing such data by Genie through our hardware. In many instances, upon demand from the Administrator and/or any other party; including but not limited to third party users, Genie may process and publish any related data and/or objects and the Administrator also assumes their entire risk and consequences of such publication.

With the integrated features of the CommerceTree Wizard and Genie , the Administrator is provided with the ability to edit, add, delete, modify and maintain their related business data via the Internet. The Administrator may take advantage of CommerceTree's available services, which may include the following functionality features: building their business Web site with Web pages and advanced electronic commerce capabilities such as Web pages, shopping cart; communications tools, such as Web e-mail; online credit card processing and payment gateway; advanced B2B; Web site promotion and administration tools specific for our affiliated Users, etc. The acceptance of any business data in our servers does not grant to any Administrator nor to their affiliated business(es) the right of perpetual service provisioning by CommerceTree, and CommerceTree reserves the right to suspend, cease or remove at any time the services provided to the affiliated business at its sole discretion and without notice.

Uploading certain unauthorized materials onto CommerceTree's servers is not allowed. These include but are not limited to copyrighted or third-party right material (trademarks, logos, text, photos, pictures, etc.). Users involved in such illegal practices assume the entire liability in regards to these violations, which may result in the immediate deletion of the entire User's data, as well as all legal consequences that may arise or other repercussions.

Uploading more than one business' data may usually be allowed only to professional Web developers. Most other Users are requested and may be allowed to build only one Web site, unless the business of each site differs completely in subject matter from any other site created by that User. Failing to comply with this request may be considered spam to our servers, resulting in the immediate deactivation of all the User's databases and deletion of corresponding data.

CommerceTree reserves the right to modify any fees at any time.

CommerceTree also reserves the right to add, delete or modify Genie 's code, which may result in changes to its current offered features, services and functionality, including changes of appearance on the Web that may occur to our affiliated sites.

CommerceTree reserves the right to modify the terms of this Agreement at any time. When possible, CommerceTree will provide Users with notice of such changes via e-mail.

Users expressly assume the entire risk related to any use of the CommerceTree Wizard and Genie , including but not limited to their tools, service provisioning, technology, content, and the data residing in our servers related to the affiliated business.

Payment

The CommerceTree Wizard and most tools and services (excluding the services related to payment processing) provided by Genie are free of charge for a 30-day trial period. In order to be able to continue using the CommerceTree Wizard and Genie software after the 30-day trial period, the user must purchase a software license and corresponding services from CommerceTree or a CommerceTree partner. CommerceTree has the right to change its pricing policies at any time, and from time to time. Charges may apply for specific electronic commerce capabilities and for any services and features offered by CommerceTree. When a certain business requires payment, Users agree to pay all fees and charges specified, and to provide CommerceTree with their credit card information for payment of all charges. If CommerceTree does not receive payment, User agrees to pay CommerceTree all amounts due upon demand. Payments made to CommerceTree are not refundable under any circumstances.

Users are also liable for all taxes incurred by the purchase of products and services. User agree to pay all attorney and collection fees resulting from our efforts to collect past due amounts from you to the extent allowed by law.

Licensing

The use of the CommerceTree Wizard software is free of charge for a 30-day trial period after creating an E-Commerce Web site. In order to continue using the CommerceTree Wizard E-Commerce software after the 30-day trial period, each E-Commerce Web site that is created requires a free license registration. You can obtain a free-license simply by filling in the form Free License Registration.

Termination

This agreement is effective when you click the “Download” button and continues until you or CommerceTree terminates it as follows:

Termination by CommerceTree. At any time and without notice, CommerceTree may delete your site, including all your data files, or discontinue service in whole or in part for any breach of this Agreement by you or (i) if necessary for security reasons, (ii) for continued operation of our service, (iii) for violation of laws or regulations, (iii) if a site is not a legitimate business site (as determined by CommerceTree in its sole discretion), (iv) if CommerceTree receives notices that your use of CommerceTree's services violate any third-party right, (v) if your credit card expires or you fail to make payments or (vi) for any other reason. If CommerceTree terminates this Agreement, you will remain liable for the full amount due until we terminate your service. If CommerceTree terminates this Agreement, you agree not to sign up for or use CommerceTree's services again without CommerceTree's prior written approval.

Termination by You. You may terminate this agreement at any time and for any reason by going to the following link: http://users.CommerceTree.com/useraccounts/deleteaccount.shtml. You will be liable for the amount due until you terminated the Agreement.

Technologies

CommerceTree may terminate User accounts and Web sites at any time, without notice, for conduct that violates these guidelines or for any other reason. As a User of CommerceTree Wizard and Genie software, you agree not to do or participate in any of the following nonexclusive list of UNACCEPTABLE content and behaviors on CommerceTree:

· Content that includes nudity, immorality, pornography, foul language, or material that is obscene, lewd, lascivious, excessively violent, or otherwise objectionable.

· Content that condones or promotes warez, cracks, hacks, viruses, worms, harmful code, Trojan horses and/or their associated utilities, or other piracy-related information, whether for educational purposes or not.

· Content that has been promoted through the sending of unsolicited e-mail (spamming) or mail fraud schemes, or pages that promote or condone the sending of unsolicited e-mail. Those who use CommerceTree’s resources, including e-mail addresses, for Spam are also subject to prosecution to the fullest extent of the law.

· Content that commits acts of copyright, trademark, patent, trade name, trade secret or other intellectual property infringement or violates any other third party right.

· Content that is racist, or otherwise offensive to the CommerceTree network and community, including content which aggravates, harasses, threatens, defames or abuses others, such as bigotry, prejudice, racism or hatred, and promotion, assistance, or information of any type related to violence against governments, groups, organizations, or individuals.

· Content that exploits children under 18 years of age.

· Content that holds CommerceTree up to public scorn or ridicule.

· Content that participates in pyramid schemes, gambling, raffles, lotteries, and so forth.

· Content that posts or discloses personal identification information or private information of individuals under the age of 13 or in connection with materials directed toward individuals under the age of 13 without verifiable parental consent.

· Content that provides, sells, or offers to sell the following: controlled substances, illegal drugs and drug contraband, alcohol, weapons, pirated materials, pornography or sexual products, programs to attack others, illegal goods, escort services, instructions on making, assembling, or obtaining illegal goods or weapons, information used to break copyright or trademark violations, to destroy others’ property, or to harm any people or animals.

CommerceTree does not actively monitor the content of User sites, but will investigate complaints of a violation of third-party rights, including copyright and other intellectual property rights.

Indemnification, Disclaimers, Warranties

CommerceTree warrants that if a User is dissatisfied with CommerceTree’s service, technology, or content, upon notice from the User, CommerceTree will terminate the Agreement and, upon the User’s request, will refund unused portions of any fees paid in advance for services, less balances due to CommerceTree.

You agree to indemnify CommerceTree and its partners, parent, subsidiaries, affiliates, directors, officers, employees, agents and representatives against any and all liabilities, claims, cost, and expenses, including attorneys’ fees, arising from your use of the CommerceTree services. This expressly includes your responsibility for any and all liability arising from the violation or infringement of proprietary rights or copyrights and any libelous or unlawful material contained within your Web site.

Content

· CommerceTree shall not be held responsible for the content of pages hosted under our service.

· The opinions and views expressed in any User’s site do not reflect those of CommerceTree or its partners, parent, affiliates or subsidiaries and CommerceTree does not review pages for content before they are posted. CommerceTree does not verify, endorse or otherwise take responsibility for the content of any User sites. Users are solely responsible for everything contained in their own sites and can be held legally liable for the contents of their site.

· Neither CommerceTree nor its partners, parent, affiliates or subsidiaries make any guarantee as to the accuracy, correctness or completeness of any information on any User’s site and are not responsible for any errors or omissions arising from the use of such information; any failures, delays, or interruptions in the delivery of any content or services contained on our servers; or losses or damages arising from the use of the content or services provided by CommerceTree.

· CommerceTree may link to, or include on its Web site, resources and information provided by third-parties. Neither CommerceTree nor its partners, parent, affiliates or subsidiaries make any guarantee as to the reliability of this information, nor does the inclusion of this information imply our recommendation of these services.

Services and Reliability

· CommerceTree provides hosting Web sites with electronic commerce capabilities, but makes no implied or express warranties about the reliability of their related offering.

· CommerceTree is not responsible for any deletion, alteration or loss of data due to network or system outages, file corruption, accidental deletion or any other reason.

· CommerceTree makes no guarantees about server reliability, speed, or consistency and shall not be held liable for such.

· Users are responsible for regularly monitoring and creating backups of their business files created by the CommerceTree Wizard, and agree to use the CommerceTree resources and infrastructure at their own risk.

· Neither CommerceTree nor its partners, parent, affiliates or subsidiaries make any warranty with respect to any content, information, services or products offering provided through or in conjunction with our services.

· CommerceTree is also not liable to Users or any third party for any damage, direct or incidental, that could occur as Users use our services.

· CommerceTree is not responsible for the delivery or quality of any goods or services sold or advertised through the CommerceTree network of Web sites, its affiliates or through the User’s sites.

· CommerceTree does not guarantee that its security procedures will prevent the loss of, alteration of, or improper access to your information. For more information, read our Privacy Policy.

Liabilities

You are solely responsible for the conduct of your business and all other matters under your control. IN NO EVENT SHALL CommerceTree, OUR PARENT, SUBSIDIARIES, AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN PRODUCING, CREATING OR DELIVERING CommerceTree’S SERVICE, TECHNOLOGY OR CONTENT, BE LIABLE TO YOU IN ANY MANNER WHATSOEVER FOR LOSS OF OR INACCURACY OF DATA, GOODS, REVENUES, PROFITS, SERVICES, OR TECHNOLOGY OR FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES, EVEN IF CommerceTree HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST CommerceTree AND ITS PARENT, SUBSIDIARIES, DIVISIONS, AFFILIATES,AGENTS, REPRESENTATIVES AND LICENSORS ARISING OUT OF YOUR USE OF THE CommerceTree SERVICE.

CommerceTree and its parent, subsidiaries and affiliates shall not be liable for any damages that result from your failure to perform your responsibilities in connection with this Agreement or that result from any cause beyond CommerceTree’s control.

The aggregate liability of CommerceTree and its parent, subsidiaries and affiliates arising from this Agreement for any action or claim is limited to any amounts you have paid to CommerceTree during the term of this Agreement. In jurisdictions not allowing the limitation or exclusion of liability for incidental or consequential damages, CommerceTree’s liability shall be limited to the extent permitted by law.

CommerceTree Rights

User Sites

CommerceTree reserves the right to delete User sites that breach this Agreement at any time. CommerceTree and its parent, subsidiaries and affiliates shall not be liable for any foreseeable, unforeseeable, direct, or indirect consequence of such deletion. CommerceTree reserves the right to communicate with all Users at any time in the event that important messages need to be communicated.

CommerceTree may select some User's business data residing in our servers to be replicated as sample companies containing such data. CommerceTree can use their data related to general business information, products and services category offering, including but not limited to general business data and categories, products, services, components, including text and images, and the ideas that originated their Web site and shopping carts at no cost. Due to CommerceTree's privacy policy, we will not replicate the data related to their business identity. CommerceTree reserve the right to use, publish and distribute the selected business data to other CommerceTree Users for learning purposes at no cost.

Proprietary Rights

CommerceTree retains all proprietary rights, including, but not limited to, services, technology, all content, text, design, graphics, sound, and so forth on its Web sites Users acknowledge that all content and technology available on CommerceTree sites is protected by US and international copyrights, trademarks, service marks, patents, or any other proprietary rights and laws and that Users are permitted to use content and technology and its compilation, collection, selection, arrangement, assembly, and coordination only as expressly authorized by CommerceTree. Users agree not to copy, reproduce, or create derivative works of the services, technology, content, text, design, graphics and other features of the CommerceTree sites. CommerceTree claims no proprietary rights or intellectual property rights in User’s site content, including, but not limited to, text, software, music, sound, photographs, video, and graphics supplied by you for use on your site.

Trademarks and Servicemarks

CommerceTree’s graphics, logos, and service names used to identify CommerceTree’s products or services are the trademarks of CommerceTree. You agree not to use CommerceTree trademarks in connection with your, or any third party’s, products or services in a way that discredits or ridicules CommerceTree or infringes upon CommerceTree’s intellectual property rights. All other brands and names used on CommerceTree are the property of their respective owners.

Traffic Statistics

CommerceTree reserves the right to include traffic generated by all Web sites it hosts in its overall accounting of page views, unique Users and other usage measures. This includes providing Web traffic measurement companies with all URLs hosted by CommerceTree for use in projecting CommerceTree’s overall traffic.

Closing Agreements

This Acceptable Use Policy and any disputes arising out of or related to the Service and the CommerceTree Sites shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. You warrant that you are over the age of 18 years, have read this Agreement, and agree to be bound by its terms and conditions.