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User Agreement June 26, 2017

TGX.NINJA Terms & Conditions

 

 

  1. Introduction

    1. These terms of use govern any TGX.NINJA and BigGreenExchange.com site and portal including but not limited to the mobile device platforms including but not limited to LOUD for iOS and Android and mobile web.  If you disagree with these terms of use or any part of these terms of use, you must discontinue use of our systems and delete your account.  By not deleting your account, you are indicating that you both agree to these current terms of use and any additional updates to the terms of use that you will be notified of via email, sms, or other electronic method.

    2. You represent and warrant that you are the authorized representative for your organization and that you have the power to legally bind your organization to these terms and conditions.

    3. You must be at least 18 to use our systems.  By using our systems, you are warranting that you are at least 18, and you agree to our terms of use.

    4. We may use cookies or other non-intrusive tracking methods to improve the     usage of our systems and/or other reasons that we can’t think of right now.  We assure you that your information will be kept reasonably, secret and private, in accordance with our privacy policy.  We take your privacy very seriously.

  2. Use of our system by Sellers

    1. Sellers understand that all inquiries to buy, offers to purchase or bids initiated by Qualified Patients and or Qualified Buyers are created by Qualified Patients or Qualified Buyers, and some orders that are initiated may not be from Qualified Patients or Qualified Buyers.   It is Seller’s responsibility to ensure that each delivery agent or seller verifies that a Buyer is a Qualified Patient or Qualified Buyer.  TGX.NINJA (systems, companies, parent companies, licensors or licensees) are not responsible in any fashion for any damages or losses resulting from the actions of Qualified Patients or Qualified Buyers or any order initiators that are not Qualified Patients or not Qualified Buyers.

    2. Sellers understand that the safety and security of the Qualified Patients and Qualified Buyers are paramount, and for this reason represent and warrant that their products(s) are inspected and warranted as required by law.  Seller warrants that all required taxes or fees are or will be paid by Seller.    

    3. Sellers understand that all bids or offers made by the Qualified Patients or Qualified Buyers may not include fees required by TGX.NINJA (systems, companies, parent companies, licensors or licensees).  TGX.NINJA is not responsible for any losses resulting from over or under charging Qualified Patients or Qualified Buyers.

    4. Sellers warrant that all required licenses and insurances have been obtained and are valid, and are available upon Buyer’s request to be inspected at the time of the transfer.

    5. Sellers warrant that all taxes, tariffs and tolls are currently paid and will be paid in the future to the corresponding agency/governmental body.  TGX.NINJA (systems, companies, parent companies, licensors or licensees) at no point shall be held responsible by Sellers or Qualified Patients or Qualified Buyers for any fees, tolls, expenses or tariffs.  TGX.NINJA (systems, companies, parent companies, licensors or licensees) does not operate as an agent of Qualified Patients or or Qualified Buyers or Qualified Sellers.  TGX.NINJA provides a marketplace for transactions.

    6. Sellers will use best efforts to have delivery agents on call with the ability to fill orders on an order by order basis such that the initiation of an order will result in immediate action to fill that order , and such offers will be all inclusive of all expenses and tips.  Best efforts shall be made to fill orders  contemporaneously with the orders that are made.  Sellers and their delivery agents acknowledge that their reputation will be rated and that predatory or unfair trade practices such as price gouging or switch-and-bait tactics are used, Sellers (and their delivery agents’) account(s) may be suspended, deleted or removed for such nefarious intentions or any other reason that TGX.NINJA feels is justifiable or not justifiable, on an at-will basis, including without limitation any actions, whether legal or illegal, that will dilute TGX,NINJA as a website or a brand in general.  

    7. Qualified Patients,  and Qualified Buyers and Qualified Sellers shall at all times protect the reputation of TGX.NINJA (systems, companies, parent companies, licensors or licensees).

    8. Qualified Patients, Qualified Buyers, and Qualified Sellers at no time have permission to identify themselves as employees of TGX.NINJA (systems, companies, parent companies, licensors or licensees), as they are not in fact employees in any fashion of TGX.NINJA (systems, companies, parent companies, licensors or licensees).

    9. Qualified Sellers and Qualified Sellers at no time shall create a situation where TGX.NINJA (systems, companies, parent companies, licensors or licensees) owes them money.  

    10. Qualified Patients or Qualified Sellers at no time shall create a situation where TGX.NINJA (systems, companies, parent companies, licensors or licensees) owes anyone else, including Qualified Patients, Sellers or Buyers, any money or duty.  Communicating to a Buyer or Seller that TGX.NINJA (systems, companies, parent companies, licensors or licensees) will reimburse them.  Any such conduct shall be deemed grounds for immediate and permanent expulsion.  Additionally, Seller shall at all times ensure that when a transaction has been completed, the Buyer or Seller has no impression that they are owed money, that Seller owes Buyer money, or there is any future agreement between parties that may be construed as a contract or assumption of any duty.  

    11. Qualified Patients, Buyers and Sellers understand that Qualified Patients, Buyers and Sellers have not been vetted, and reasonable care should be taken by Buyers and Sellers to ensure the safety of delivery agents. We are not responsible for your safety, you are.  We are not responsible for losses arising from late or early pickups by delivery services, malfunctioning software, functioning software, mold, quality or other events or metrics that may cause losses by Qualified Patients, Buyers or Sellers.

    12. Seller acknowledges that Qualified Patients and any other order initiator may be unreliable and that there is  risk that delivery agents may have unpleasant encounters with delivery recipients.  TGX.NINJA (systems, companies, parent companies, licensors or licensees) is not responsible in any fashion for any losses that arise or are incurred by Sellers for the actions of the Qualified Patients or any other order initiator.  

    13. Sellers/Buyers/Qualified Patients understand that credits have no monetary value and may not be traded in for any reason for anything of value.  Credits may not be transferred or traded, assumed, or saved.  Credits may expire or be deleted at any time for any reason.  Sellers have no recourse for credit losses other than complaining.  

    14. Sellers/dispatchers understand that TGX.NINJA (systems, companies, parent companies, licensors or licensees) ISAOA ATIMA can not be held responsible for any losses due to force majeure, acts of god, running out of gas, vehicle or delivery agent/carrier issues, rider issues, tickets for anything, violence by any party on any other party,  blown tires or anything else.

    15. IT IS THE SELLERS’ AND DELIVERY AGENTS’ RESPONSIBILITY to ensure that all delivery vehicles are warranted to be safe and are properly insured.  TGX.NINJA (systems, companies, parent companies, licensors or licensees) ISAOA ATIMA can not be held responsible for losses, damages or any other physical or financial losses associated with the operation of delivery vehicles.  We are software company, and we do not inspect the vehicles or vet the Sellers or delivery agents.  Even if the delivery agent/provider does warrant that the vehicle is safe and insured, TGX.NINJA (systems, companies, parent companies, licensors or licensees) ISAOA ATIMA is not responsible for anything.  We do not verify the information that the Sellers or Delivery Agents provide to us, and we do not guarantee or warrant anything.  Sellers are responsible for all expenses in regard to safety and licensing.

    16. Delivery Agent/Seller holds TGX.NINJA (systems, companies, parent companies, licensors or licensees) ISAOA ATIMA harmless for any damages or losses of any type for perpetuity.  

    17. Sellers understand that they may be rated by the Qualified Patients, Buyers or TGX.NINJA (systems, companies, parent companies, licensors or licensees) ISAOA ATIMA.  Sellers must hold harmless TGX.NINJA (systems, companies, parent companies, licensors or licensees) ISAOA ATIMA, the Qualified Patients and Buyers and any other party for damages or losses created or induced by the comments or ratings that TGX.NINJA (systems, companies, parent companies, licensors or licensees) ISAOA ATIMA, Sellers, Buyers, or Qualified Patients make.  If the comments are made in error, Qualified Patients, Buyers, or Sellers  may request to have the comments removed, and TGX.NINJA (systems, companies, parent companies, licensors or licensees) ISAOA ATIMA may or may not, at our sole discretion, delete, remove or deactivate a comment or comments.

 

  1. License to use our systems

    1. You may view, interact and use our systems only as we offer them.  Any hacking, tricking out systems, or general douchebaggery will not be allowed.  

    2. At no time are Qualified Patients, Buyers and Sellers entering into a contract with tgx.ninja.  We have no responsibilities to Qualified Patients, Buyers and Sellers , other than providing a framework for Qualified Patients, Buyers and Sellers to negotiate deals with Qualified Patients, Buyers and Sellers .  It is the Qualified Patients, Buyers and Sellers job to screen the Qualified Patients, Buyers and Sellers with the information that is provided by the Qualified Patients, Buyers and Sellers .  We do not warrant that the information from the Sellers is correct, but we will delete a delivery agent, Qualified Patients, Buyers or Sellers  in reasonable time if we find that they are obfuscating the truth.    

    3. Any credits that Qualified Patients, Buyers or Sellers purchase from tgx.ninja or other affiliates or licensees have zero monetary value in the real world.  Credits can not be turned in for real money by Qualified Patients, Buyers and Sellers .  

    4. You may not print, rip, save or cache any of our data.  If we find out you are ripping, caching, saving or printing our data, we reserve full legal right to sue you, delete your account and tell everyone what you did in public to embarrass you..  Our data is our business.  

    5. You may not do any of the following:

      1. sell, rent or cut a deal with anyone in reference to data from our systems.

      2. publicly show our systems data to anyone.

      3. edit, hack or trick out our systems.

      4. reproduce anything of ours without our express written agreement.

      5. connect  a system, program, or interface with our systems, programs or interfaces for any reason.  This means if we didn’t write it, you can’t use it.

      6. take action in violation of HIPAA or that would expose us to regulatory scrutiny as storers of HIPAA protection information.

  2. Acceptable use

    1. You shall not use our system in any way that causes damage to our system.  Our system consists of anything we own, operate, or use.

    2. You shall not use our system to transmit materials or messages that are not relevant to our core business.

    3. You may not redistribute our systems, platforms, data or IP in any way, ever.

    4. Once again, you may not collect or use our data in any way for your personal or public use that is not expressly authorized in writing.

  3. Restricted Access

    1. Some parts of our system are restricted.  They are protected with a combination or usernames, passwords, semaphore or secret commands.  These systems are not obvious, and should not be exploited or used without express written permission by us.  

    2. You must notify us immediately in writing if you become aware of any unauthorized use of your username/password or of our/your usernames/passwords/secret commands.

    3. You promise to keep your username and password secret and safe.

    4. You are responsible for anything that happens with your username and password.  Any activity generated on our system arising out of the use of your username or password is your responsibility.  You will be held liable for losses arising out of failure of you not taking care of keeping your username/password safe and secure.

    5. You are not allowed to use anyone else’s username and password, even if you have their permission.

    6. We may disable your username and or password for any reason.  Actually, we don’t even need a reason.  We reserve the right to disable your username/password without a reason.

  4. System Content/User Content

    1. In these terms and conditions, system/user content consists of pictures, phone numbers, email addresses, passwords, order information consisting but not limited to times, places, speeds, Sellers, costs, prices, velocities, vectors, speeds and feeds and other things, and other variables and content of any type that we haven’t listed that you have either submitted or we have generated or collected.

    2. Sellers grant us a worldwide, non-exclusive, irrevocable, royalty-free license to use, distribute, reproduce in any way, talk about, make fun of in private, translate to other languages to make fun of or talk about or other reasons,  your content or our content that exists or will exist.  Sellers grant us the right to sub-license, transfer or sell our rights to all content, and we retain the right to sue for infringement of these rights for damages and whatever else the law allows.

    3. Sellers represent and warrant that submitted content to our systems is legal, and yours, not unlawful and does not infringe on any other third parties rights. Sellers warrant that no third party or Seller will sue us for infringement because there isn’t any.

    4. We reserve the right to remove or edit any content for any reason.

    5. Sellers understand that we do not monitor content on our site, and it is your responsibility to monitor and warrant that Seller’s content is allowed by these Terms and Conditions.

  5. Indemnification:  You indemnify TGX.NINJA and its affiliates ISAOA ATIMA against any losses, damages, costs liabilities and expenses (including but not limited to legal expenses)  Sellers also will pay our legal expenses regardless of win/loss or merit of Seller’s case.  Sellers indemnify us for any breach of our terms and conditions, for any loss or expense as a result of the breach.  

  6. If Qualified Patients, Buyers or Sellers breach the terms of use: We reserve any and all rights for any and all actions we may take as we deem appropriate, at any time with or without justification.   These actions include legal actions, cease and desist orders, suspension/deletion of accounts, banning, and shaming (shaming includes asking Sellers ISP to shut Seller or others off.)   

  7. Service and Transaction Success Fees - Upon the closing of a transaction, Sellers agree to pay the Company a success-based transaction fee for the marketing of their assets, integrated services and identification and or coordination of qualified Buyers. The amount of this fee will vary based on the size and product type of the transaction and shall be communicated to and agreed to by the Seller prior to listing the merchandise with the Company on the digital site or mobile application. In addition, the Company reserves the right to collect and retain a Buyer's premium from its customers in order to cover costs specific to any auction. Premium services such as third party inspection and warehousing are optional for Buyers and Sellers and require additional fees. The prices of the services are determined on a case-by-case basis and communicated to you by our Sales Team. A Seller's obligation to pay transaction fees incorporates by reference the Non-Circumvention clause contained herein.

  8. Non-Circumvention - Users agree not to negotiate, communicate, or transmit any information of any kind with any other Registered User (whether or not the User has placed a bid) in an attempt to complete the sale of assets and specified quantities listed in the Schedule 1 of the ASA through a means outside of the Company's online liquidation auction (a "Circumventing Transaction"). In the event a Seller completes a Circumventing Transaction within 12 months following the expiration of a Seller's auction, Seller understands and agrees that Seller is obligated to immediately remit a success fee to the Company equal to 30% of the final aggregate gross sale price for the assets or merchandise sold in the Circumventing Transaction or the current percentage that is being charged on the website for the corresponding category of item, whichever is more. This non-circumvention clause shall apply to Users and their principals, agents and representatives, including but not limited to employees, consultants, bankers, attorneys, accountants, assignees, heirs and transferees.

  9. Seller Obligations- Users who use the Company's Site to sell assets or merchandise of any kind agree that: Sellers can submit information about assets or merchandise by using the online tools. These tools enable you to include all the relevant information regarding the merchandise that will be necessary to sell (e.g. description, retail value, price, quantity, lot size, shipping information), promote and facilitate the logistic management. This information may be reviewed to ensure its consistency and accuracy and posted upon agreement of our sales team that will tailor the sales strategy to maximize your returns. When a seller uses the site, they are bound by these and all preceding Terms and Conditions.

  10. Exclusivity- During the period that the Seller has listed assets for sale with the Company, the Seller has granted the Company an exclusive right to sell the specified quantities listed in the Schedule 1 of the ASA. All potential purchasers discovering the property by whatever means during the period of the ASA will result in a commission paid to the Company if said Buyer consummates sale. Seller agrees that any sale of the specified quantities of property during the agreed listing period will cause a commission to be earned by the Company.

  11. Dispute Resolution - Buyers who feel that their auction was misrepresented (in terms of quality, quantity, or both) must submit an online email to [email protected] with the subject ‘DISPUTE’ and the auction number if available.  Buyers are required to submit support to validate their claims (including manifests or photos) and failure to do so may result in a denied claim. Buyers must have a dispute on file in order for the Customer Support department to conduct any actions on their behalf. To help eliminate the need for disputes, buyers should accurately check the manifest, condition, shipping terms, and images of product they wish to purchase. Buyers who arrange their own shipping agree to waive their right to dispute the merchandise, and assume responsibility at the point of pick-up. Merchandise should be inspected prior to exiting the facility.   In the event of a dispute between Buyer and Seller in connection with a pending transaction, all Users agree to cooperate with the Company's Customer Support department to resolve the dispute before taking any other action. If the Company cannot resolve the dispute within 10 business days of the dispute form receipt, then the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through the American Arbitration Association (.AAA.). The AAA and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

  1. We may update our terms of use from time to time and will notify Seller to accept delivery of updated terms by electronic means.

  2. Severability:  At any time, if a court or other competent venue decides that part of this contract is unenforceable or unlawful, the rest of the contract will still be in effect and the part that is not lawful or enforceable shall be considered deleted.

  3. 3rd party rights:   These terms of use are for our benefit and not for a 3rd party.   Our terms can not be enforced to benefit a 3rd party, and the exercise of our rights does not require the consent of a 3rd party.

  4. This terms and conditions agreement in conjunction with our privacy policy shall be considered to supercede any and all other agreements made by   TGX.NINJA (systems, companies, parent companies, licensors or licensees) ISAOA ATIMA.

  5. Law and Jurisdiction

    1. All transactions or agreements made in India shall be governed and adjudicated by the courts of Jaipur, India.

    2. All transactions or agreements made in North America shall be governed and adjudicated by the courts of Mendocino County.

  6. Our contact information:

    1. USA:  The Green Exchange POB 222, COVELO, CA 95428

    2. India: TBD

 

You may contact tgx.ninja or BigGreenExchange.com at [email protected]

 

 

Last updated on :6/26/17

 

 

 

Last updated on : 26/06/2017