Train-Xchange.com - <cfoutput>Train-Xchange.com</cfoutput> User Agreement

Train-Xchange.com User Agreement

THE FOLLOWING DESCRIBES THE TERMS ON WHICH Train-Xchange.com OFFERS YOU ACCESS TO OUR SERVICES.

Welcome to the user agreement (the "Agreement" or "User Agreement" or "Terms of Service") for Train-Xchange.com. This Agreement describes the terms and conditions applicable to your use of our services available at Train-Xchange.com. Do not use or access our services if you do not agree to be bound by the terms and conditions of this Agreement.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of Train-Xchange.com. You should also access and read the information contained in the pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a Train-Xchange.com user. By accepting this User Agreement, you also agree that your use of Train-Xchange.com services will be governed by the User Agreement and Privacy Policy posted.

Train-Xchange.com may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective 14 days after they are initially posted on the Site. In addition, we will notify you if your preferences are set to receive such notifications. This Agreement may not be otherwise amended except in a writing signed by you and Train-Xchange.com. This Agreement is effective upon acceptance in registration for new registering users, and is effective on March 31st, 2004 for all previous members.

1. Eligibility for Membership

Our services are only available to, and may only be used by persons who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors (persons under the age of 18) or to temporarily or indefinitely suspended Train-Xchange.com members. If you are a under the age of 18, you can use this service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our services. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

2. Services and Fees

Browsing and bidding on items at Train-Xchange.com is free however, we do charge fees for listing items for sale through our Site and during the process of listing an item for sale you have the opportunity to review and accept or decline the fees that you will be charged. We may change our Fees and Credits Policy and the fees for our services from time to time. Our changes to the policy are effective after we provide you with at least fourteen (14) days' notice of the changes by posting the changes on the Site. However, we may choose to temporarily change our Fees and Credits Policy and the fees for our services for promotional events (for example, free listing days) and such changes are effective when we post the temporary promotional event on the Site. We may at our discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using our service and the Site and all applicable taxes.

3. Train-Xchange.com and Auctions

Train-Xchange.com is commonly referred to as an online auction web site, however it is important to realize that we are not a traditional "auctioneer". The Site acts as a service to allow anyone meeting our requirements and their agreement to abide by our policies to offer, sell, and buy just about anything, at anytime, from anywhere, with a variety of pricing formats, including a fixed price format and an auction-style format usually referred to as an "online auction" or "auction." We are not involved in the actual transaction between buyers and sellers, we only proved the service for the buyer and seller to gather. As a result, we have no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. We cannot ensure that a buyer or seller will actually complete a transaction. As a result, we are not responsible for the transfer of legal ownership of items from the seller to the buyer.

Fixed Price Listings sometimes called "stores".
We also offer you the availability to purchase items at a fixed price from a service on an area of the site called Stores.

Identity of buyers and sellers.
We incorporate many techniques in an attempt to verify the accuracy of the information our users provide to us as a requirement when they register on the Site. However, because user verification on the Internet is difficult, Train-Xchange.com cannot and does not confirm each user's purported identity. We have established a user-initiated feedback system to help you evaluate with whom you are dealing. We also encourage you to communicate directly with potential trading partners through the tools available on the Site. You may also wish to consider using a third party escrow service or services that provide additional user verification.

Release.
In the event that you have a dispute with one or more users, you release Train-Xchange.com (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Information.
We do not control the information provided by other users that is made available through our system. Please use caution as you may find other user's information to be offensive, harmful, inaccurate, or deceptive. Practice safe trading and use common sense when using the Site. Please note that there are also risks of dealing with people acting under false pretense or the possibility of underage persons. By using this Site, you agree to accept such risks and Train-Xchange.com is not responsible for the acts, omissions, or errors of users on the Site.

4. Bidding and Buying

Placing a bid constitutes entering into a binding legal agreement with the seller to purchase the item(s) at the winning bid price and in accordance with the terms stated in the item listing and the rules of this site. As a buyer it is your responsibility to resolve any questions about the item by contacting the seller of the item prior to placing a bid. Do not place a bid until you are sure that you understand what you are bidding on and, if necessary, have received a response from the seller of the item regarding any questions you may have.

Biding is subject to bid increments and items may be subject to a minimum bid.

By bidding on an item, you authorize us to release your contact information, including name, address, email, and telephone number, to the seller who listed the item.

As a buyer/Bidder, you are obligated to complete the transaction with the seller if , but not limited to, the one of following criteria's are met

1.) if you purchase an item through a fixed price formats listing

2.) if you are the highest bidder at the end of an auction (meeting the applicable minimum bid or reserve requirements) and your bid is accepted by the seller.

By bidding on an item you agree to be bound by the conditions of sale included in the item's description so long as those conditions of sale are not in violation of this Agreement or unlawful. Unless you and the seller agree otherwise, you will become the item's lawful owner upon physical receipt of the item from the seller. Bids are not retractable except in exceptional circumstances, such as: when the seller materially changes the item's description after you bid; a clear typographical error is made; you cannot authenticate the seller's identity.

5. Listing and Selling

Listing an item constitutes entering a binding legal agreement to sell the item to the highest bidder as determined by the rules of the auction. Items listed on this auction site may not be concurrently offered for sale on any other online auction site. Once an item is listed and has received a winning bid, the item may not be withdrawn from sale. Please consider carefully whether you want to place an item for auction.

You must be legally able to sell the item(s) you list for sale on the Site. You must describe your item and all terms of sale on the listing page of the Site. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category. All items in multiple item listings must be identical.

The sale of your item(s) on this auction site:

(1) shall not be fraudulent or involve the sale of counterfeit or stolen items
(2) be false, inaccurate or misleading
(3) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy
(4) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
(5) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing
(6) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information

Binding Contract on Selling your item.
If you receive at least one bid at or above your stated minimum price (including reserve auctions that the bid is at or above the reserve price), you are obligated as the seller to complete the transaction with the highest bidder upon the auction's completion, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of your listing (such as payment method), or (b) you cannot authenticate the buyer's identity.

Fraud.
Without limiting any other remedies, Train-Xchange.com may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or by any other means) have engaged in fraudulent activity in connection with the Site.

Manipulation.
Neither you, bidders nor sellers may manipulate the price of any item nor may you interfere with other user's listings or transactions.

6. Your Information

6.1 Definition.
"Your Information" is defined as any information you provide to us or other users in the registration, bidding or listing process, in any public message area (including the Forum or the feedback area) or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

6.2 Activities Restriction.
Your Information (or any items listed) and your activities on the Site shall not:

(a) be false, inaccurate or misleading
(b) be fraudulent or involve the sale of counterfeit or stolen items
(c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy
(d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising)
(e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing
(f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines or viruses that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
(g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers
(h) link directly or indirectly to or include descriptions of goods or services that

(h1) are prohibited under this Agreement
(h2) are identical to other items you have up for auction but are priced lower than your item's reserve or minimum bid amount
(h3) are concurrently listed for sale on a web site other than Train-Xchange.com's (this does not prevent linking to or advertising a Train-Xchange.com item from another web site)
(h4) you do not have a right to link to or include. Furthermore, you may not list any item on the Site (or consummate any transaction that was initiated using our service) that, by paying to us the listing fee or the final value fee, could cause us to violate any applicable law, statute, ordinance or regulation.

6.3 License.
Solely to enable Train-Xchange.com to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. Train-Xchange.com will only use Your Information in accordance with our Privacy Policy.

7. System Abuse

This auction site reserves the right to refuse service to anyone. We will exercise this right with "problem" buyers who win an auction and fail to complete the transaction, and with "problem" sellers who list an item and fail to sell it to the high bidder(s).

Without limiting any other remedies, this auction site may terminate your account if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our site.

You agree to be liable for and to pay for any costs incurred by this site for your misuse of the site or for your violation of any of the site's rules, including but not limited to Final Value Fees incurred for any items you win but fail to pay for, Final Value Fees for any items on which you place bogus bids, and the cost of our time spent in resolving deliberate rules violations.

You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) 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 Train-Xchange.com and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site.

8. Feedback

Feedback may only be posted between the winning bidder and the seller in a transaction. Feedback is associated with a specific item listing and must pertain specifically to that item listing. We Reserve the right to limit the number of bids and listings you may place on the Site based upon the level of your feedback.

By submitting feedback you agree that your rating and comments are truthful to the best of your knowledge and accurately reflect what happened in the transaction. You may not take any actions which could undermine the integrity of the feedback system, including posting bogus good feedback to artificially improve another user's rating or posting bogus bad feedback to falsely damage another user's rating. If you accumulate excessive negative feedback or display a pattern of unacceptable behavior we reserve the right to terminate or suspend your account permanently.

Train-Xchange.com is not responsible for the information posted by a user in the feedback system. It is not our responsibility to determine the 'truthfulness' of posted feedback, and we do not arbitrate disputes over feedback. We reserve the right to remove any piece of user-posted feedback at any time for any reason.

9. User Agreement Violation

Without limiting other remedies, we may limit your activity, immediately remove your bids or item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.

10. Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and we only use your information as described in the PrivacyPolicy. We believe that the protection of users' privacy as a very important principle. We understand clearly that you and your information is one of our most important assets. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. Our current Privacy Policy is available at PrivacyPolicy. If you object to your Information being transferred or used in this way please do not use our services.

11. DISCLAIMER OF WARRANTIES

WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT MEMBER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS" AND & "AS AVAILABLE" BASIS. THIS SITE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS SITE MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THIS AUCTION SITE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THIS AUCTION SITE MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM THIS AUCTION SITE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABLILTY

IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO, OR ALTERATION OF MEMBER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF THIS AUCTION SITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.). (HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO NEGLIGENCE) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Indemnification

You agree to indemnify and hold this site and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the service this site provides, your violation of this Agreement or the documents it incorporates by reference, the infringement by you, or other user of the service using your computer, of any intellectual property or other right of any person or entity, or your violation of any law or the rights of a third party.

14. Legal Compliancy

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.

15. No Agency

You and Train-Xchange.com are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

16. Member Conduct

Member is solely responsible for the contents of his or her transmissions through the Service. Member's use of the Service is subject to all applicable local, state, national and international laws and regulations. Member agrees: (1) to comply with US law regarding the transmission of technical data exported from the United States through the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; and (4) to comply with all regulations, policies and procedures of networks connected to the Service.

Member agrees not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited. This Site may, at its sole discretion, immediately terminate Service should Member's conduct fail to conform with this User Agreement.

17. Resolution of Disputes

In the event a dispute arises between you and Train-Xchange.com, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Train-Xchange.com agree that any claim or controversy at law or equity that arises out of this Agreement or our services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

17.1 Binding Arbitration.
For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or Train-Xchange.com may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

17.2 Alternative Dispute Resolution.
Alternatively, Train-Xchange.com will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in a location mutually agreed upon by the parties.

All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the first party to file a Claim. Should either party file an action contrary to this Section 17, the other party may recover attorneys' fees and costs up to $1000, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

18. Additional Terms

The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on the Site:

Privacy Policy
Outage Policy
Forum Policy

These policies may be changed from time to time and are effective immediately after we post the changes on the Site, except for the Privacy Policy for which we will provide you with thirty days prior notice. In addition, when using particular services on the Site, you agree that you are subject to any posted policies or rules applicable to services you use through the Site, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.

19. General

This Agreement shall be governed in all respects by the laws of the State of Nevada as such laws are applied to agreements entered into and to be performed entirely within Nevada between Nevada residents. We can not and do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Train-Xchange.com at our sole discretion, Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

20. Scheduled Maintenance / System Downtime

We reserve the hours between 3:00am and 6:00am Central Standard Time for system maintenance. This may or may not cause system downtime. Auction ending times may be extended without notice as a result of scheduled or unscheduled downtime.

21. Disclosure

The services here under are offered by:

Train-Xchange.com, LLC.,
1374 Clarkson Clayton Center
Suite 106
Ellisville, MO 63011

If you are a Nevada resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

Fees for our services are described here Selling Fees.

Disputes between you and Train-Xchange.com regarding our services may be reported to Customer Support by emailing us at Disputes.
We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity.