TrumerX embraces the brick-and-mortar strategy that blends the best practices of traditional business-to-business (B2B), business-to-consumers (B2C) and the futuristic online e-commerce. Merchants and/or Members can trade online via the Internet at www.TrumerX.com or with the personal assistance of an experienced trade broker.
This Agreement elaborates the terms and conditions applicable to the services in TrumerX.
As stated in the Agreement, by making a purchase or sale of inventory (or an offer to purchase or sell an inventory) on the TrumerX website or the TrumerX app, you are accepting and agreeing to all terms of the Agreement which will be amended from time to time. If you disagree or cannot comply with any of the terms of the Agreement, you may withdraw from using TrumerX. You understand and agree that TrumerX may amend this Agreement at any time and it will be posted on the website; provided, however that any such amendment will not be effective within ten business days following its initial posting.
Please read the terms and conditions of the Agreement carefully, which you are required to accept before joining TrumerX.
This Client Agreement (the "Agreement") is made by and between Trumer International Bhd (The "Exchange Company") and Trumer Shoppe Sdn Bhd, (The "Manager"), with a principal place of business located at No.16-2, Jalan SS19/1G, 47500 Subang Jaya, Selangor (collectively herein referred as "TrumerX"), and sole proprietor or person or other legal entity that has completed the registration process for participation in TrumerX ("Member").
This Agreement elaborates the terms and conditions applicable to the usage of TrumerX. By using TrumerX and its website (TrumerX), you agree to the terms of this Client Agreement.
TrumerX MAY ACCEPT MEMBERS AND/OR MERCHANTS AND PERMIT MEMBERS TO TRADE IN THE TrumerX WITHOUT HAVING THIS AGREEMENT SIGNED. THIS COPY HAS BEEN PROVIDED BY TrumerX FOR MEMBERS' AND/OR MERCHANTS' RECORDS AND REVIEW. TrumerX HAS GIVEN MEMBERS AND/OR MERCHANTS THE OPPORTUNITY TO DISCUSS THIS AGREEMENT BEFORE MAKING TRANSACTIONS ON THE TrumerX PLATFORM. BY MAKING, OR ATTEMPTING TO MAKE, A TRANSACTION ON TrumerX, MEMBERS AND/OR MERCHANTS ARE AUTOMATICALLY ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT, EVEN THOUGH THIS AGREEMENT MAY NOT BE SIGNED BY MEMBERS AND/OR MERCHANTS.
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In this Agreement, the following capitalized terms shall have the following meanings, unless otherwise indicated or the context otherwise clearly requires:
Member's account in TrumerX, having TRUMER® (in short TRM), comprising (a) TRM generated by the Authorized and Settled transactions of Member and/or Merchant plus (b) any TRM Credits provided to Member and/or Merchant by TrumerX less (c) TRM spent by Member and/or Merchant less (d) TRM set aside for transactions Authorized but not Settled less (e) TRM paid to TrumerX in accordance with this Agreement (including Fees, administrative charges, interest and any other charges). An Account may contain a negative or positive balance of TRM.
The agreement, as amended, includes all Policies referred to herein, which are hereby incorporated by this reference.
The laws of Malaysia.
A person or a sole proprietor (if the Member and/or Merchant is an individual); or, Members that are legal entities, a person who has (a) the requisite company's authority to bind Member and/or Merchant and (b) received any and all approvals required for such person to bind such legal entity.
TrumerX E-Membership Cards
Any e-membership card, plate or other device that may be used from time to time to obtain services or conduct trade within TrumerX with Member's and/or Merchant's Account, either online or offline.
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The online and offline trading exchange and systems of the Exchange Company and the Manager.
Any day banks in Malaysia are in operation.
A central agency for the collection, classification and distribution of information.
Any Member and/or Merchant of TrumerX.
Any and all text, works of authorship, images, audio/visual elements, photographs, artwork, graphics, trademarks, slogans, logos and other content delivered to or placed on the TrumerX by Member and/or Merchant.
TrumerX operates the Trading Program and acts as a third-party record keeper and clearinghouse of trade transactions amongst Clients, and direct Clients with the purpose of facilitating trade transactions.
Charges incurred to TrumerX from any Member and/or Merchant in accordance with the terms and conditions of this Agreement.
Any Federal, State or local government agency, or other organization empowered to exercise the authority of the Federal, or any state or local government.
The Manager, Trumer Shoppe Sdn Bhd, has been appointed under a Deed of Management to manage the Exchange Company and the Trading Program.
A Person registered and approved to trade in TrumerX, who has executed, accepted and is not in material breach of this Agreement, in the sole reasonable opinion of TrumerX, and in good standing (herein referred to as "Member" or "Trumer Member" or "TrumerX Member").
A Person registered with the local Registrar of Companies to conduct business and approved to trade in TrumerX, who has executed, accepted and is not in material breach of this Agreement, in the sole reasonable opinion of TrumerX, and in good standing (herein referred to as "Merchant" or "Trumer Merchant" or "TrumerX Merchant"). Members with sale transactions that exceed xRM1000 within a month will be subjected to the same terms and conditions of a Merchant.
A human or any juridical entity.
A person with the primary responsibility for Member's and/or Merchant's Account; the Primary Cardholder may initially be the person who completes Member's and/or Merchant's application. The Person who completes and executes the application must have the authority to bind that Person and permit TrumerX to obtain personal credit report of the principal.
Receipt shall mean the day any notice; statement or other correspondence is sent by TrumerX to the last known address of Member and/or Merchant by e-mail or fax. In the event of delivery by post or courier, the receipt will mean the third Business Day following dispatch.
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Statement of Account
Monthly statement showing Member's and/or Merchant Fees and transactions in TrumerX.
The Accounting Unit (herein known as the "Transaction Unit") of exchange on TrumerX, as more fully described in Section 4.1, below. TrumerX reserves the right to name and change the name of the Accounting Unit at its discretion.
The Transaction Unit on TrumerX as more fully described in Section 4.2, below. TrumerX reserves the right to name and change the name of the Transaction Unit at its discretion.
The online and offline service of TrumerX.
The Trading Program is a system that facilitates business-to-business (B2B), business-to-consumers (B2C) and online e-commerce trading amongst its Clients (herein known as Member and/or Merchant).
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Only Persons who have met the qualifications may trade in TrumerX. Legal entities that have not qualified may not use TrumerX's services. TrumerX reserves the right to exclude any Member and/or Merchant at any time for any lawful reasons. Member and/or Merchant is permitted to make transactions in TrumerX only if this Agreement has been accepted. Member and/or Merchant is obligated to ensure that this Agreement is properly executed by an Authorized Signatory and to receive any permission or approvals required for Member and/or Merchant to be subjected to this Agreement. Any Person that does not agree to the terms and conditions of this Agreement may not enter into or attempt to enter into transactions in TrumerX. TrumerX may require, at any time, a Member and/or Merchant to provide TrumerX with a valid credit card and or a valid bank account details for transaction purposes. Member and/or Merchant acknowledges and accepts that by providing access to TrumerX, TrumerX has relied upon Member's and/or Merchant's agreement to be bound by the terms of this Agreement.
MEMBER AND/OR MERCHANT AGREES THAT IF TrumerX IS PROVIDED WITH A FALSE OR INCORRECT COMPANY REGISTRATION NUMBER OR OTHER INFORMATION, MEMBER AND/OR MERCHANT MAY BE LIABLE FOR PERJURY OR OTHER OFFENSE IN ACCORDANCE WITH THE FEDERAL LAW, FRAUD OR MISPRESENTATION, AND TrumerX HAS THE RIGHT TO IMMEDIATELY SUSPEND MEMBER'S AND/OR MERCHANT'S ACCOUNT
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TrumerX is the online and offline service of the TrumerX platform. TrumerX acts as a venue to facilitate the listing of goods and services by sellers and purchasing of such goods and services by buyers. Member and/or Merchant acknowledges and agrees that Member and/or Merchant purchases and sales of goods and services on the Service are transactions with the respective seller and buyer of the goods and services and not with TrumerX. TrumerX is not the buyer or seller in transactions of the Service unless explicitly designated as such. TrumerX shall not be responsible for, and does not control, 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 buy items. TrumerX shall not be responsible for, and does not control, whether or not sellers will complete the sale of items they offer or whether buyers will complete the purchase of items they have agreed to purchase.
TrumerX shall have no responsibility to, and does not, investigate the background of, or confirm the identity of Member and/or Merchant of the Service. Members and/or Merchants should exercise caution in dealing with other Members and/or Merchants to avoid fraud and other disputes, including and without limitation to: (i) using direct communication with other Members and/or Merchants to evaluate with whom the Member and/or Merchant is dealing with, and (ii) using qualified third party escrow and/or appraisal services where appropriate.
Members and/or Merchants are solely responsible for their respective purchase and sale transactions. TrumerX does not bear any responsibility for the quality, quantity, delivery, value, condition, merchantability, fitness for a particular use or purpose, timeliness or accuracy, or any other characteristics of any goods or services placed into or purchased through TrumerX by a Member and/or Merchant. By making an offer to enter into or by entering into a transaction in TrumerX, Member and/or Merchant acknowledges that the sole parties to such transactions are the buying and selling Clients involved, including Members and/or Merchants.
Member and/or Merchant hereby further acknowledges that any and all transactions are entered voluntarily, and that transactions incur normal risks associated with any business transactions. TrumerX is not the guarantor of any transactions.
By making an offer to enter into or by entering into a transaction in TrumerX, Member and/or Merchant further acknowledges that it will engage in appropriate due to diligence, with the assistance of professional counsel and consulates if appropriate, prior to entering into any transaction.
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Nature of TRM, the abbreviation for TRUMER®
TRM, the abbreviation for TRUMER®, is the accounting unit (herein known as the "transaction unit") used to record the value of goods and services traded. TRM is not a legal tender, securities, debentures or commodities, and cannot be redeemed for cash. In this agreement, the value equivalent of one TRM is the value of the equivalent amount of xRM which is the unit of the local currency or the equivalent exchange rate of currencies as fixed by TrumerX. TrumerX disclaims any responsibility for the negotiability of TRM and/or for the availability of goods and services from any source.
TrumerX is not the guarantor of TRM.
Member and/or Merchant hereby acknowledges that a positive TRM balance in Member's and/or Merchant's account denotes the right to purchase goods and services offered by other Members and/or Merchants willing to accept TRM in payment for goods and services. TRM in a Member's and/or Merchant's account is not an obligation of TrumerX and cannot be redeemed for cash. A negative TRM balance creates an obligation to sell goods or services to other Members and/or Merchants to the extent of the TRM deficit. In the event if the Member and/or Merchant has not discharged the Member's and/or Merchant's liability by supplying goods or services to another Member and/or Merchant, in accordance to these Rules, to pay to TrumerX an amount in value equivalent to the amount in TRM of the debit balance.
Nature of xRM
Being a hybrid system on TrumerX, the transaction unit xRM, is used to record the value of goods and services transacted in the local currency between the buyer and seller. The value of the local currency is as per the table 'xRM and Value of Local Currency' as determined and displayed by TrumerX at the time of the transaction. Whenever any xRM is transacted, the amount of local currency paid by the buyer as received by TrumerX and the equivalent xRM, less fees or charges due to TrumerX from any Member and/or Merchant in accordance with the terms and conditions of this Agreement, is credited to the seller as a pending xRM balance. This pending balance cannot be used for any transactions within TrumerX. The equivalent amount of local currency of the pending xRM balance will then be credited to the bank account of the seller within the stipulated time in this Agreement by TrumerX.
TrumerX guarantees the pending balance of xRM in the sellers' account in the equivalent local currency.
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TrumerX is hereby granted the exclusive rights and power to extend the TRM Credits to Members and/or Merchants based on the terms and conditions (including the pledge of appropriate securities) as determined by TrumerX. Members and/or Merchants acknowledge these rights and powers and further acknowledge that any TRM credit that Members and/or Merchants receive shall carry fees, interest and other charges (including without limitation to late charges) in accordance with TrumerX credit policies. The securities pledged may be redeemed by the Member and/or Merchant if they have sufficient TRM balance in their account.
Members and/or Merchants authorise TrumerX at any time (even after the account has been opened or activated) to make whatever investigation TrumerX deems appropriate to evaluate Member's and/or Merchant's credit, financial standing and (if applicable) employment, including procuring credit reports from credit reporting agencies. Members and/or Merchants hereby further authorises TrumerX to report and/or disclose its credit experience with Member and/or Merchant to credit reporting agencies and other creditors TrumerX reasonably believes are doing business with Members and/or Merchants. Members and/or Merchants authorise the references to release and/or verify information to TrumerX at any time. Members and/or Merchants agrees to promptly provide TrumerX such financial information about the company and/or its principals (corporate officers, general partners or owners, as applicable) as TrumerX may request from time to time. Members and/or Merchants further agrees to promptly provide, upon request, such certifications about the Members and/or Merchants continued existence in good standing, as well as its continued authority to borrow and conduct business, as TrumerX may request from time to time. Member's and/or Merchant's obligations under this Section are independent of the extension of any line of credit to Members and/or Merchants, and Member and/or Merchant does not have the right to change its duties or obligations under this Section in any way including, without limitation, foregoing its right to receive credit. TrumerX has the right to suspend Member's and/or Merchant's right to use TRM Credits.
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TrumerX operates on a fee basis. Members and/or Merchants must pay Fees for transactions conducted in TrumerX. The Transaction Fees And Policy is available and is incorporated herein by reference, being an integral and inseparable part of this Agreement. TrumerX reserves the right to change its Transaction Fees And Policy and thereby increase or decrease the Fees for services provided for some or all Members and/or Merchants from time to time. Changes to the policy that waive, decrease or suspend such fees will be incorporated with immediate effect. Changes to the policy that increase such fees are effective 10 Business Days after the posting of such changes on the announcement board. TrumerX may also temporarily decrease or suspend Fees for all or some Members and/or Merchants. Unless otherwise stated, Fees are quoted and paid in TRM or xRM.
Members and/or Merchant are responsible for paying all applicable Fees and any or all applicable taxes in a timely manner for any transactions conducted in TrumerX. Failure to pay Fees in part or in whole is a breach of this Agreement. In addition to any legal or contractual remedies it may have, TrumerX has the right to levy a late charge.
In the event a Member and/or Merchant believes there is an error on a statement of account issued by TrumerX or in a transaction log on TrumerX, Member and/or Merchant shall notify TrumerX. TrumerX shall evaluate Member's and/or Merchant's claim within a reasonable timeline, but in no event shall the initial response take longer than 10 Business Days.
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To the extent permitted by applicable law, TrumerX has the right to set-off any Member's and/or Merchant's cash obligations to TrumerX with the full amount of the positive balance in Member's and/or Merchant's Account in TrumerX.
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TrumerX is the online service of the TrumerX platform. TrumerX acts as a venue to facilitate the listing of goods and services by sellers and purchasing of such goods and services by buyers. TrumerX is responsible only for providing a Clearinghouse and acting as a third party record keeper for Members and/or Merchants in the Network. TrumerX will maintain and promote TrumerX, accurately record and report trades on a monthly statement of account, and administer this Agreement in accordance with its terms.
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Member and/or Merchant will bear responsibility for the authentication of the identity of any Member and/or Merchant it may trade with. Member and/or Merchant authentication on the Internet may be difficult therefore TrumerX cannot and does not confirm each Member's and/or Merchant's purported identity. Members and/or Merchants are encouraged to communicate directly with potential trading partners and establish their own standards for identity authentication.
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Member Trading Account, Password and information
Member and/or Merchant shall be responsible for maintaining the confidentiality of its Trading Account and password, responsible for any and all transactions by users who have given access to such account or password and any and all consequences of use or misuse of such account and password. Member and/or Merchant agrees that all employees, agents, representatives and others with access to the account and/or password shall (i) agree in advanced to be bound by the terms and conditions of this Agreement, and (ii) be vested by Members and/or Merchants with the authority to use the Service and legally bind Members and/or Merchants, including without limitation with respect to payments and transactions. Member and/or Merchant shall be responsible for all actions by such employees, agents, representatives and others, including but not limited to former employees, agents, and representatives, and shall indemnify TrumerX for such actions as set forth herein. TrumerX reserves the right to impose additional conditions and restrictions upon multi-user accounts, including without limitation to: (i) requiring that each individual having access to an account separately register and obtain a sub-account and password, and (ii) requiring an administrator to be appointed for the account. User agrees to notify TrumerX immediately of any unauthorized use of any password or account or any other breach of security regarding the Service of which Member and/or Merchant has acknowledged.
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Transactions conducted via the internet are concluded between Members and/or Merchants in the following manner:
1. Confirm Sale which is marked "Buy Now" on TrumerX
A. The seller has confirm their intent to sell the goods or services as listed and posted on TrumerX in xRM and/or TRM
B. The buyer confirms the purchase of goods or services. The buyer makes payment using the TrumerX payment gateway for the amount of xRM and/or TRM which is debited from the buyer's account.
C. Upon buyer's confirmation of the transaction, (i) seller receives an authorisation from TrumerX (ii) buyer also receives a copy of the authorisation
D. The agreed transaction amount is moved from the buyer's Account and set aside. xRM and/or TRM set aside may not be used by either buyer or seller. It is set aside as Pending sales in the Seller's account. Seller has up to 14 days to Settle an Authorised transaction in TrumerX by showing proof (in the form of emailed or faxed confirmation of Delivery Order or otherwise) that the goods or services have been dispatched, delivered or fulfilled, otherwise the TRM or xRM will revert back to the buyer. Upon "Settlement", (i) TRM or xRM (local currency) which have been set aside (as pending sales) are transferred to seller's Account and (ii) the transaction is deemed completed. For the xRM pending balance, the equivalent cash in the local currency is credited to the seller's bank account.
2. Offer to Purchase And Acceptance by Seller
- Offer to Purchase.
A buyer makes an offer to a seller to purchase goods and services through the seller's listing of goods or services in TrumerX. These transactions can only be in TRM.
- Seller's Response.
The seller may (i) accept the offer, (ii) make a counteroffer, or (iii) reject the offer.
- Seller Accepts by Authorising the Transaction.
Seller may accept the offer of Buyer by "Authorising" the transaction online. Upon seller's authorisation of a transaction, (i) seller receives an authorization from TrumerX and (ii) the agreed transaction amount is moved from the buyer's Account and set aside. TRM that is set aside may not be used by either buyer or seller. Seller has up to 14 days to Settle an Authorised transaction in TrumerX by showing proof (in the form of emailed or faxed confirmation of Delivery Order or otherwise) that the goods or services have been dispatched, delivered or fulfilled; otherwise the TRM will revert to the buyer. Upon "Settlement", (i) TRM which has been set aside are transferred to seller's Account and (ii) the transaction is deemed completed.
- Seller Accepts by Settling the Transaction.
Seller may accept an offer from a buyer by "Settling" the sale. A seller may Settle a transaction only if the goods or services have been dispatched, delivered or fulfilled. Upon seller's Settlement of a transaction, (i) seller receives an authorisation from TrumerX, (ii) TRM is transferred from the buyer's Account to seller's Account and (iii) the transaction is deemed completed.
- Seller Makes a Counteroffer.
Seller may make a counteroffer to buyer, containing altered or more detailed terms (i.e., final calculation of shipping prices). The counteroffer is sent to buyer. If buyer chooses to accept the counteroffer, buyer shall make a new offer, containing the terms of the counteroffer to seller; seller responds as in Section 2 (B) above.
- Seller Rejects the Offer.
Seller may reject the offer.
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Each transaction in TrumerX must be authorized. To receive xRM and/or TRM for the transactions, a Member and/or Merchant who is a seller must: (i) obtain online authorization and approval from TrumerX through the TrumerX Internet system; or (ii) 24-hour Auto Broker (Interactive Voice Response) system using a touch key phone or (iii) calling your assigned Trade Coordinator during office hours.
TrumerX reserves the right to refuse to authorize or settle a transaction in the event (i) buyer does not have sufficient TRM or available local currency for the purchase; (ii) buyer or seller is not a Member and/or Merchant in good standing; (iii) if TrumerX has reason to believe the transaction is prohibited by law or by this Agreement; (iv) seller has not previously authorized that the buyer has enough xRM and or TRM; or (v) for any other lawful reason. Notwithstanding the foregoing, TrumerX has no obligation to evaluate the lawfulness of any transaction conducted through the Network.
Anytime a Member's and/or Merchant's trade account is in a deficit position, TrumerX has the right to demand immediate payment in local currency for the total trade deficit due and owing and may take any action to secure such payments if deemed necessary.
Although the TrumerX server logs and stores information concerning all transactions, it is strongly recommended that Members and/or Merchants keep records of all transactions conducted via the TrumerX system. In the event of an inconsistency between a Member's and/or Merchant's record and the records maintained on the TrumerX server, the User understands and acknowledges that the records maintained on the TrumerX server will prevail to the extent necessary to resolve any inconsistencies.
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Disputes Resolution Procedures and Limitation of Liability
TrumerX is a trading/exchange company that acts solely as a clearinghouse and third party record-keeper of trade transactions among Members and/or Merchants. TrumerX Network'S SOLE FUNCTION IS IN A BROKERAGE CAPACITY. MEMBERS AND/OR MERCHANTS DO HEREBY INDEMNIFY AND HOLD TrumerX HARMLESS WITH RESPECT TO ANY CLAIM, DEBT OR LIABILITY WHATSOEVER, ARISING OUT OF ANY TRADE EXCHANGE TRANSACTION WHEREIN MEMBER AND/OR MERCHANT IS A BUYER OR A SELLER.
Although TrumerX may give referrals as a Service to its Members and/or Merchants, TrumerX assumes no responsibility for the quality, timely delivery, warranty or dispute of any nature between Members and/or Merchants with regards to any product or service being traded. Disputes of any nature whatsoever will be settled by the buyer and the seller only by methods including way of dispute resolution by a body of competent jurisdiction or by way of interpleader of the traded good or service or otherwise.
MEMBERS AND/OR MERCHANTS SHOULD EXERCISE THE SAME DILIGENCE AS THEY DO WITH CASH TRANSACTIONS WHEN ENTERING INTO TRADE TRANSACTIONS. TrumerX DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL TrumerX BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (in contract or tort) IN CONNECTION WITH THE TRADING FORUM LOCATED AT TrumerX INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST DATA, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF CAUSED BY TrumerX NEGLIGENCE AND EVEN IF TrumerX HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
PROVISION OF THE SERVICES DOES NOT IMPLY ENDORSEMENT OF THE GOODS OR SERVICES TRADED BY USERS. TrumerX HAS NO CONTROL OR MEANS OF CONTROLLING ANY CONTENT OF GOODS OR SERVICES (INCLUDING MESSAGES, STATEMENTS, INFORMATION OR PICTURES DESCRIBING SUCH GOODS OR SERVICES) POSTED BY MEMBER AND/OR MERCHANT AND THEREFORE EXPRESSLY DISCLAIMS ANY LIABILITY IN CONNECTION WITH SUCH CONTENT WHETHER TO MEMBER AND/OR MERCHANT, OR TO ANY OTHER THIRD PARTY. If you are dissatisfied with the Services provided by means of website, the materials available on or through TrumerX, or with any of TrumerX Client Agreement, your sole and exclusive remedy is to discontinue using TrumerX and to spend out your TRM in accordance with the provisions of section 25.5 of this Agreement.
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If a Member and/or Merchant who purchased goods or services does not receive the goods or services, the said Member and/or Merchant must report such failure to TrumerX within 10 Business Days after Receipt of the applicable Statement of Account. Upon receiving such notice, TrumerX will contact seller for a proof of delivery of the goods or services. If seller cannot provide this proof, the xRM and/or TRM will be refunded to the buyer from the seller's Account. Buyer's failure to notify TrumerX of errors may lead to the retention of funds by the seller. Seller or buyer may also take action to settle the dispute themselves.
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Members and/or Merchants are solely responsible for the information they place on TrumerX. TrumerX bears no responsibility for information provided by Members and/or Merchants. Member and/or Merchant shall not place inaccurate, unlawful, defamatory or offensive information on TrumerX. Member and/or Merchant agrees to indemnify and hold TrumerX and its 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 from information placed on TrumerX by Clients, including Members and/or Merchants. Client content placed on TrumerX, including listings of goods and services must be accurate. This means that all text descriptions, graphics and pictures supplied to TrumerX (or that Member and/or Merchant links to TrumerX) must be truthful in all respects. All listed items must be listed in an appropriate category and may not be listed in inappropriate categories. TrumerX reserves the right to remove any listing from TrumerX and/or to change its location in TrumerX. Member and/or Merchant will not list items that Member and/or Merchant does not own or have the right to sell. Members and/or Merchants agree to indemnify and hold TrumerX and its 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 of Member's and/or Merchant's listing.
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Member and/or Merchant hereby grants TrumerX during the term of this Agreement, a fully-paid, worldwide right and license: (i) to modify and edit, reproduce and distribute the Client Content on, through and in connection with TrumerX; and (ii) to reproduce and distribute reasonable excerpts of the Client Content in connection with TrumerX advertising, marketing and promotion of TrumerX and Member's and/or Merchant's participation in TrumerX. Member and/or Merchant hereby represents and warrants to and for the benefit of TrumerX that: (i) Member and/or Merchant either owns the Client Content and/or has all rights to the Client Content, sufficient to make the license grant of this Section without subjecting TrumerX to claims of intellectual property infringement by virtue of TrumerX's uses of Client Content; and (ii) the Client Content will not contain any information which is obscene, defamatory, libelous, slanderous or that would otherwise result in any actionable injury, damage or harm to any third party. Member and/or Merchant agrees to indemnify and hold TrumerX harmless from and against any and all damages, liabilities, costs, fees (including reasonable attorney's fees) and expenses that TrumerX may incur as a result of third party claims setting forth allegations that, if true, would constitute a breach of the warranties made by Member and/or Merchant in this Section.
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Members and/or Merchants are not permitted to, in any way, manipulate, alter, interfere with or otherwise affect another Member's and/or Merchant's listings.
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Member and/or Merchant Information means any information provided to TrumerX or other Members and/or Merchants in TrumerX, including information provided during the Member and/or Merchant registration, credit application, trading or listing processes. Member and/or Merchant is solely responsible for the accuracy and legality of the provided Member and/or Merchant Information.
Member and/or Merchant Information and all listings shall fully comply with TrumerX's current Restricted Items Policy, which is incorporated by reference.
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TrumerX does not guarantee continuous, uninterrupted or secure access to its services, and operation of its site may be interfered by numerous factors outside of its control. From time to time, access to its website may be altered or denied for scheduled and unscheduled maintenance.
Member and/or Merchant shall not (i) use any device, software, routine or other means to interfere or attempt to interfere with the proper working of TrumerX, its website, its infrastructure, systems or components nor (ii) take any action that imposes an unreasonable or disproportionately large load on TrumerX, its website, its infrastructure, systems or components. Much of the information on TrumerX is updated on a real time basis and is proprietary or is licensed to TrumerX by third parties. Member and/or Merchant shall not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for the Member's and/or Merchant's own Client Information) from TrumerX without prior express written consent from TrumerX.
Member and/or Merchant shall be liable for any damage (including consequential damages) caused to TrumerX, its website, its infrastructure, systems or components or other Members and/or Merchants as a result of Member's and/or Merchant's breach of this Section.
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TrumerX shall have the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation and availability of any Service feature, database or content without notice and without liability. TrumerX shall have the right to impose limits on certain features and services or restrict access to parts or all of the Service without notice and without liability.
TrumerX shall have the right to establish general practices and limits concerning use of the Service, including and without limitation to the maximum number of days that listings, email messages, message board postings or other uploaded content will be retained by the Service, the maximum number or size of listings Member and/or Merchant may post on the Service, and the maximum number of times (and the maximum duration for which) Member and/or Merchant may access the Service in a given period of time.
TrumerX does not warrant that the functions contained in the Service or any materials or content contained therein will be uninterrupted or error free, that defects will be corrected, or that the Service is free of viruses or other harmful components.
TrumerX shall not be responsible for any service interruptions, including, but not limited to, power outages, system failures or other interruptions that may affect the receipt, processing, acceptance or completion of listings and/or transactions on the Service.
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All amended terms shall automatically be effective 10 Business Days after they are initially posted on the TrumerX website, unless a shorter term is specified in this Agreement.
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Member and/or Merchant is in default of this Agreement if any one of the following occurs: (a) Member and/or Merchant does not make a required payment by the due date; (b) Member and/or Merchant unable to pay Member's and/or Merchant's debts or obligations (including a negative TRM balance in Member's and/or Merchant's Account) or Member and/or Merchant ceases to conduct business as a going concern; (d) Member and/or Merchant provides TrumerX with any false or misleading information or signature on the Account application or fails to notify TrumerX if any information previously provided becomes false or misleading, (e) Member and/or Merchant dies, (f) Member and/or Merchant files a petition or starts other proceedings under Bankruptcy Code or any state insolvency statute; (g) TrumerX believes, that the likelihood of Member and/or Merchant performing all its obligation under this Agreement has been impaired; or (h) Member and/or Merchant is found to have engaged in deceitful trading practices or otherwise undesirable or harmful conduct as determined by TrumerX.
If any event of the default should occur, TrumerX may take, without limitation, any or all of the following actions: (a) declare the negative balance on the Account to be immediately due and payable in local currency, with or without notice to Member and/or Merchant; (b) demand Member and/or Merchant to repay the negative balance subject to the terms and conditions of this Agreement; (c) immediately terminate Member's and/or Merchant's right to transact in TrumerX. Upon demand following Member's and/or Merchant's default as defined in this Section, Member and/or Merchant must immediately pay the negative balance and all other fees and charges in local currency.
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Without limiting other remedies, TrumerX may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Member and/or Merchant and refuse to provide access to TrumerX: (a) if Member and/or Merchant breaches this Agreement or the documents it incorporates by reference; (b) if TrumerX cannot verify or authenticate any information Member and/or Merchant provides to TrumerX or other Clients in TrumerX; (c) if TrumerX concludes that Member's and/or Merchant's actions may cause legal liability to other Members and/or Merchants or to TrumerX; (d) if Member and/or Merchant is found (by TrumerX or other third parties) to have engaged in fraudulent activity; (e) if TrumerX believes that Member's and/or Merchant's actions may cause legal liability for Member and/or Merchant, other Members and/or Merchants or TrumerX; or (f) for any commercially reasonable reasons.
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- Any Member and/or Merchant whose cash fees are more than 60 days past the due date will be considered "not in good standing" and will not be granted access to the TrumerX website for trading purposes.
- If Member and/or Merchant is 90 days past the due date, Member and/or Merchant will grant to TrumerX, at that time, a security interest of all the TRM in the account, and TrumerX may close Member's and/or Merchant's account, terminate Member's and/or Merchant's relationship with TrumerX and apply all of the TRM in Member's and/or Merchant's account to any outstanding cash balance due.
- TrumerX reserves the right to freeze and/or cancel a Member's and/or Merchant's account if:
· TrumerX has received more than three (3) complaints in relation to a given Member and/or Merchant for poor performance, charging in excess of Member's and/or Merchant's normal business prices or violating these Rules or the Client Agreement;
· Member and/or Merchant is charging cash and/or not abiding to the User Agreement;
· Member and/or Merchant commits fraud;
· Member and/or Merchant is 60 days past due with their outstanding cash fees;
· TrumerX determines that there is a reasonable cause for such termination; or
· Member and/or Merchant breaches any term of the Client Agreement.
- Member and/or Merchant may request that their accounts be placed on standby/inactive status provided that:
· Member's and/or Merchant's account must not be in a deficit position;
· Member and/or Merchant must give TrumerX at least 30 days written notice; and
· Member's and/or Merchant's account must not be frozen or otherwise suspended.
- TrumerX or Member and/or Merchant may cancel this Agreement after 30 days written notice to the other party. Upon cancellation, in accordance with section 25.5, all of Member's and/or Merchant's TRM must be spent, within 90 days, on products and services available through TrumerX and the Member and/or Merchant may stay active for a duration of 90 days and spend the balance until purchases equal the sales by paying TrumerX the cash commission and service fees on the positive balance, in advanced. Any outstanding balance due must be paid in full within 30 days in cash. TrumerX may require advanced payment of fees. Upon termination, Member and/or Merchant must immediately surrender its TrumerX identification card, if applicable, to TrumerX. All obligations under these Rules and the TrumerX Client Agreement will survive termination of the Member's and/or Merchant's subscription.
- In the event that this Client Agreement is cancelled, there will be no refund of any fees.
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Member and/or Merchant hereby grants TrumerX a secured interest in all credited TRM and to be credited to Member's and/or Merchant's account to secure the amount of all unpaid Fees and other obligations of Member and/or Merchant to TrumerX. In the event of insolvency or bankruptcy of Member and/or Merchant, all Fees and other obligations to TrumerX shall become immediately due and payable in full in Malaysian Ringgit.
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THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TrumerX AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SERVICE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICE OR ANY LINKED SITE. TrumerX AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION TO, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IT IS SOLELY USER'S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS OR VALIDITY OF ALL OPINIONS, ADVICE, SERVICE, PROMOTIONS, ADVERTISEMENTS, AWARDS, PRIZES OR OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL GOODS AND SERVICES, OFFERED ON THE SERVICE.
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Under no circumstances shall TrumerX be responsible to pay any sales, consumption and excise, or other tax on behalf of any Member and/or Merchant. A Trade may be treated as taxable event for the purposes of Federal and State government tax and the obligation to declare, report and account for all Federal and State government tax purposes resulting from Trades rests with Members and/or Merchants participating in the Trade Transaction. Each Member and/or Merchant hereby indemnifies TrumerX in respect of any penalty charge or cost which may be imposed or incurred in respect of any failure to comply with Federal or State government tax laws in respect of any Trade in which the Member and/or Merchant participates. Members and/or Merchants acknowledge and agree that TrumerX may be required from time to time to make disclosure to Federal and State government authorities in relation to Trades. TrumerX is authorized to provide any information to and to co-operate at any way with such authorities, in such manner as they in their absolute discretion think fit, and whether or not TrumerX is obliged by law to furnish such information or to provide such co-operation. TrumerX shall not be liable to any Member and/or Merchant in respect of information furnished to or co-operation with such authorities, in any circumstances whatsoever.
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Member and/or Merchant agrees to indemnify and hold TrumerX and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any and all claims, demands, lawsuits, damages, costs, fees (including reasonable attorneys' fees) and expenses arising out of: (i) Member's and/or Merchant's breach of this Agreement (inclusive of any documents it incorporates by reference), (ii) Member's and/or Merchant's violation of any law; (iii) Member's and/or Merchant's violation or infringement of the rights of any third party (including, without limitation, intellectual property and other proprietary rights); (iv) any and all actions taken by Member and/or Merchant in connection with TrumerX; and (v) any or all goods and/or services made available by Member and/or Merchant through TrumerX including, by way of example and without limitation to, claims arising from the design or manufacture of such goods and Member's and/or Merchant's provision, or failure to provide, customer support.
Member and/or Merchant hereby releases and indemnifies TrumerX from any liability associated with full or partial failure or other malfunction of the online and other computer elements of TrumerX or with its website, its infrastructure, systems or components.
Since TrumerX is not involved in the actual transaction between buyers and sellers, Member and/or Merchant hereby releases TrumerX (and its officers, directors, agents and employees) from any and all 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 a dispute between Member and/or Merchant and one or more other Members and/or Merchants.
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Member and/or Merchant and TrumerX are independent contractors. Member and/or Merchant shall not have power or authority and shall not purport to bind or obligate TrumerX in any manner or for any liability whatsoever. Neither Member and/or Merchant nor any person or enterprise affiliated with Member and/or Merchant is, or may be considered as, a distributor, agent or representative of TrumerX or any of its affiliates and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
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Unless as explicitly stated otherwise, any notices shall be made by (i) personal delivery, (ii) prepaid registered or certified (return receipt requested) postal mail, or (iv) email: (a) for Member and/or Merchant, to the email address that Member and/or Merchant provides to TrumerX during the registration process. For purposes of this Section, notices shall be deemed effective (i) upon receipt if made by personal delivery or overnight courier service, (ii) three (3) Business Days after dispatch, if by registered or certified mail, or (iii) one (1) Business Day after dispatch, if by email. Each party may change its address for delivery of notice by providing notice of such change in accordance with the terms of this Section.
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This Agreement shall be governed in all respects by the laws of Malaysia.
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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.
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TrumerX's failure to act with respect to a breach by Member and/or Merchant or others does not waive its right to act with respect to subsequent or similar breaches.
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Nothing in this Agreement is intended nor shall be construed to give any person or entity, other than Member and/or Merchant and TrumerX, any legal or equitable right, remedy, or claim under or in respect to this Agreement or any provision contained herein.
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In the event of circumstances which are not reasonable within the control of Trumer Exchange, including but not limited to disaster, earthquake, breakdown or temporary failure of the Internet, any mechanical, electronic or communications failure, war, riot, or civil insurrection, which results in the unavailability of TrumerX or the inability to transmit or receive information electronically, TrumerX shall not have any liability or obligation for delay or failure to provide services under this Agreement to Member and/or Merchant or any other Member and/or Merchant.
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This Agreement, inclusive of those documents incorporated herein by reference, contains the complete and final statement of the understanding of the parties with respect to the subject matter of this Agreement. This Agreement supersedes any and all prior or contemporaneous negotiations, agreements or communications, whether written or oral, between the parties with respect to the subject matter of this Agreement.
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The services hereunder are offered by TrumerX located at No.16-2, Jalan SS19/1G, 47500 Subang Jaya, Selangor, Malaysia