Terms of Use
Effective as of July 6, 2017
1. Overview
These Terms of Use (the “Terms”) set forth the terms and conditions governing use of the Tradepay.io website, mobile and touch versions, Tradepay app, Tradepay payment button, and other electronic services made available to businesses and participating merchants, or portions or services provided through them and other applications linked to them, including but not limited to buying and selling transactions, bank transfers, and other tools necessary for the facilitation of the use of the platform (collectively, the “Platform”).
By continuing to use the Platform you agree to be bound by these Terms and any rules and restrictions published thereon. In the event of a conflict between these Terms and any additional terms agreed to in writing with you specifically by Tradepay authorized representatives, then those additional terms shall govern.
2. Use of Services
By using our Platform, you agree to be bound by these Terms. IF YOU DO NOT AGREE TO THESE TERMS, IMMEDIATELY STOP ACCESSING THE PLATFORM AND DO NOT USE ANY SERVICE OFFERED THROUGH THE PLATFORM.
Tradepay provides a service for you to enter and access companies which sell goods and services for your business. Tradepay is not involved in the actual transaction between the buyer and seller and has no control over the quality, safety or legality the products or services posted by users of our service or the truth or accuracy of any information posted by users of our service. Any transactions conducted using the Platform are solely between the buyer and the seller. All responsibility and liability in respect to the transaction of the sale is between the parties to the transaction.
We reserve the right to amend these Terms from time to time. Amendments will be posted on the Platform. Unless otherwise provided, amendments are automatically effective upon your use of the Platform after the posting of the amendment(s). Your use of the Platform after the posting of amendments will constitute your acceptance of the Terms as amended. We suggest that you revisit the Terms from time to time to ensure that you stay informed of any changes to these Terms. Tradepay also reserves the right to change or discontinue any aspect or feature of our services or the Platform at any time and for any reason.
3. Member Requirements
To become a Tradepay member (hereinafter “Member”, “Members”, or “you”) and a condition of your use of the Tradepay services, you must:
Be an individual 18 years of age or older;
Apply to join Tradepay by registering on the website or app and providing personal identifying information as well as your federal tax identification number, a valid credit card number, and a checking or savings account information;
Be approved by Tradepay;
Possess the authority to create a binding legal obligation;
Comply at all times with these Terms;
Safeguard your password and supervise the use of your account, and understand and agree that you are responsible for the use of your account by anyone you allow to access it; and,
Represent and warrant that you have the right to provide any and all information you submit to the Platform, and all such information is accurate, true, current and complete.
To enter in to a transaction, you create a legally binding contract with another Member, unless the product or service is prohibited to be sold or purchased by law, these Terms, or our policies as stated on our Platform. You are responsible to know the laws applicable to you as the buyer or seller. Only Members holding the appropriate license may sell products and services that are permitted to be sold only by licensed sellers under federal, state, provincial, or local law. If another Member breaches any obligations to you, you (not Tradepay) are responsible for enforcing any rights that you may have.
Any loss that occurs to either party to a transaction is in no way any fault of Tradepay and you agree to indemnify and hold Tradepay harmless from any loss pursuant to Section 17 below. Tradepay reserves the right to suspend, ban or refuse any entry to the Platform, for any reason whatsoever and is not required to provide the reasons for such decision.
4. Prohibited Uses
Members shall not a) access, monitor or copy any content or information from the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; b) violate the restrictions in any robot exclusion headers on our Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; c) take any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion) supporting the Platform; d) violate the Tradepay Terms; (e) engage in search engine spam, doorway pages, cloaking, etc.; (f) conduct search ads falsely suggesting a link between Tradepay and a third-party, or otherwise infringing on a third-party’s intellectual property or privacy rights; (g) engage in any conduct which violates of any rule, regulation, law or ordinance, and engage in any conduct which violates of any rule, regulation, law or ordinance which governs the Member’s website or marketing channels; (h) purchase keywords from search engine service providers in order to drive traffic to Ads or landing pages, including but not limited to purchasing keywords or online advertising inventory that include the trademark, service mark, or brand name of another Tradepay Member; (i) engage in “auto spawning” of browsers or in automatic redirecting of visitors; (j) Post or elsewhere publish any content that is (i) defamatory or trade libelous, is incorrect, not truthful, threatening, harassing, stalking, vulgar, obscene, pornographic, profane, racially, ethnically or sexually discriminatory in any way, or that otherwise violates any right of another or is deemed unacceptable in our sole discretion; (ii) invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information without their knowledge and willing consent or distributes or contains viruses or any other technologies that may harm Tradepay or any of its Members.
5. Buying & Selling
Tradepay Members buy and sell goods and services using cash via credit card or linked checking or savings account (“Funding Source”) and Tradepay Dollars (“Trade$”). A Trade$ is an accounting unit used to record (i) the value of goods and services sold through Tradepay and (ii) the right to buy goods and services through Tradepay. We disclaim responsibility for the negotiability of Trade$ and the availability of goods or services purchasable with Trade$.
When a Member sells goods or services, the 60% cash portion of buyer's payment is deposited into the seller’s bank account and the 40% T$ portion of buyer’s payment is credited to the seller’s Tradepay account, less the transaction fees defined in Section 6 below. Similarly, when a Member buys goods or services through Tradepay, buyer’s credit card will be debited the amount of the purchase and the appropriate amount of Trade$ will be debited from buyer’s Tradepay account, less any transaction fees defined in Section 6 below.
Funding Sources, whether checking or savings bank accounts or credit or debit cards, are processed through Wepay, an independent third-party service provider as a service to Tradepay Members. Wepay charges the buyer’s credit card at the time of purchase and deposits the funds into the seller’s bank account within 48 to 72 hours. Tradepay is not liable in respect of such third-party services and provides no warranty in respect of such services or any party connected with them to the extent permitted by law. It is your responsibility to check your Tradepay account as well as your bank and credit card statements to ensure that the amount being displayed as Cash Fees due and the amount being authorized for payment are in accordance with the amount being paid. Tradepay takes no responsibility for incorrect payments made as a result of an incorrect payment requests. Tradepay will keep bank and credit card payment information confidential and will take reasonable efforts to keep any such information about you secure. Tradepay will only disclose this information to the extent specifically required by law or authorized by you.
All eligible refunds are processed via the seller’s Tradepay account and both the cash and trade portions of the funds are automatically deposited back into buyer’s accounts.
6. Transaction Fees
Members are charged a transaction fee based on the total transaction amount. Transaction fees are paid together with cash and Trade$ portions of the payment (the “Transaction Fees”). The fee for the cash portion of the transaction ranges from 5%-6.5% depending on the total sum of transactions by the Member during the current billing period at the time of the transaction (the “Cash Fee”). And, the fee for the Trade$ portion of the transaction is a flat one percent (1%) (the “T$ Fee). This Cash Fee covers all credit card processing fees, including American Express, Visa, and MasterCard fees. Tradepay does not warrant that other fees will not be assessed by third-parties, banking institutions or credit card issuers outside of the Tradepay platform of which Tradepay has no knowledge.
The Cash Fee is a tiered system based on the total sum of Member’s transactions within the Platform during the current billing period at the time of the transaction, subject to any minimums as described herein. The Cash Fee tiers are:
6.5% for the first $0- $1,000 in total transactions for the current billing period; and
5.75% for the next $1,001-$5,000 in total transactions for the current billing period; and,
5% for the next $5,001 and above in total transactions for the current billing period.
We collect Transaction Fees at the time of your sale or purchase against your Funding Source for the Cash Fee and your Tradepay account Trade$ balance for the T$ Fee. Transaction Fees may change at any time and will be notified to you in writing. Unless otherwise specified, all fees are in U.S. Dollars and all transactions will be made in U.S. Dollars. Any applicable sales or other taxes are additional to the stated fees. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider. The minimum Cash Fee payable for any transaction shall be $10.00.
Any Member whose buy transaction is declined will be restricted from entering in to any further buy transactions and will be notified in writing using the email address we have on file in your online account. Any Member whose buy transaction is declined will be permitted to enter in to sell transactions.
Except as required by law, all fees are nonrefundable. Payments and purchases may not be canceled by you, except as required by law. However, we reserve the right to refuse or terminate any purchase or attempted purchase at any time in our sole discretion. Note that if you authorize a payment transaction with your credit card, debit card or other payment method, but your charge is rejected for any reason, there may be a hold on your use of that transaction amount for several days while your card company processes the charge reversal. Similarly, if you authorize an ACH funds transfer, but your transfer is rejected, it may take one or more days for those funds to be available again in your ACH account. If Buyers or Sellers do not complete a posted transaction, the posting of a transaction is disputed, or if a previously posted transaction is reversed, we will not be obligated to refund any fees we have received. In certain circumstances, a fee credit may be approved and applied to your account which will be reduced over time as new fees are assessed to the account.
Tradepay may, in its sole discretion, require advance payment of Fees. You agree to visit your online Tradepay account as needed to review your activity and notify us in writing if you discover any fees within the last thirty (30) days which you believe were charged to your account in error.
7. Tradepay Dollars; Line of Credit
Trade$ are earned by selling within the Platform. To enable the exchange of goods and services among Members, Tradepay purchases are not limited to the amount of Trade$ available in your account. Tradepay offers a line of credit in the form of Trade$ for up to T$25,000 to all eligible members who wish to begin purchasing from the Platform. Members must apply in writing for the line of credit and approval is subject to the Member’s credit worthiness and other factors in Tradepay’s sole discretion. As consideration for the extension of credit, members pay Tradepay a maintenance fee (“Loan Maintenance Fee”) based upon the size of the loan outstanding at the close of the billing period. Loan Maintenance Fee rates are as follows:
$19/month for loans T$0-T$5,000
$29/month for loans T$5,001-T$15,000
$39/month for loans T$15,001-T$25,000
As you sell on Tradepay and earn Trade$, your line of credit is paid back. Any Tradepay Member with an outstanding line of credit: a) must sell thirty percent (30%) of the outstanding Line of Credit in a calendar year to remain in good standing as a Tradepay member; and, b) must engage in a sell transaction if there have not been any sell transactions in Member’s account during the prior six (6) month period; otherwise, Member will be notified using the email address in Member’s Tradepay account to a) engage in sell transactions within the next six (6) months or b) pay down the line of credit upon terms agreed to between Member and Tradepay or Member’s Tradepay account will be terminated and all outstanding Trade$ owed on the line of credit will become immediately due and debited in the equivalent amount of U.S. Dollars from Member’s Funding Source.
Unless otherwise specified, all Loan Transaction Fees are in U.S. Dollars and all charges will be made in U.S. Dollars. Loan Transaction Fees due are calculated on a thirty-day cycle beginning on the first day the line of credit is accessed and ends thirty days later. Any applicable sales or other taxes are additional to the stated fees. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider. Tradepay reserves the right to change the Loan Maintenance Fee rates at any time and will notify you in writing to the email address on record. You authorize us to collect the Loan Maintenance Fee on a monthly basis from the Funding Source you assign in your Tradepay account.
If at any time we, in our sole discretion, deem you to be a credit risk, we may require you to prepay the Loan Maintenance Fee. In the event your Loan Maintenance Fee is uncollectable from your authorized Funding Source, your Line of Credit will be suspended and the account will be restricted from making other purchases within the Platform. No purchases can be made within the Platform until the Loan Maintenance Fees have been paid and your account is brought current. You may continue to sell within the Platform.
For each month that Tradepay is unable to collect the Loan Maintenance Fee from your Funding Source, Tradepay will charge you thirty-five dollars ($35.00). If, after ninety (90) days your Funding Source remains unavailable to pay the Loan Maintenance Fees which have accrued on your account, you will be in default and thereby subject to termination per Section 10 and all fees will be due immediately in U.S. Dollars. You acknowledge and agree that these Terms reflect the additional costs we will incur in order to bill and collect your accounts.
You acknowledge and agree that we have the right and power to regulate and control the number of outstanding Trade$ within the Tradepay platform and to extend Trade$ credit to any member, on terms and conditions acceptable to us and at our sole discretion.
8. Taxes
Upon registration, Members must provide a valid and correct federal taxpayer identification number to before engaging in any transaction. By submitting a Member application and agreeing to these Terms, you represent and warrant that your taxpayer identification number and other Member Information is true, accurate and correct. Members are solely responsible to collect, remit, declare, and report all applicable federal, state, provincial, local, and municipal taxes, including appropriate sales and excise taxes and GST, resulting from any transaction involving Trade$ to the appropriate taxing authorities as required by law. Under no circumstances is Tradepay responsible to pay any sales, excise, GST, use, or other taxes on behalf of any Member. Transactions involving Trade$ are generally treated as taxable events for federal, state, provincial, and local tax purposes. It is your responsibility to seek independent professional tax advice as needed. The declaration and reporting of applicable taxes resulting from Trade$ transactions rests solely with you. You agree to indemnify and hold Tradepay harmless for any actions we take to comply with federal, state or provincial, and local laws.
9. Shipping of Goods; Seller Warranties
As Seller you warrant and represent that: a) all items listed will be unencumbered and free from any third party claim or interests which may prejudice the ownership rights or interests of the buyer; b) items being offered for sale are accurately described (including any faults, defects etc.) in the Platform; c) all relevant and material information concerning the items being offered for sale are contained in the listing; and, d) you have undisputed ownership at the time of sale.
Seller must keep proof of dispatch of the goods for three (3) months. If the seller is unable to provide proof of dispatch to a trackable delivery service within ten (10) days of written request, and the buyer has not yet received the items after a reasonable period of time, then the buyer may request a refund from the seller or enforce its rights in the legal system.
10. Termination
These Terms, and any amendments thereto, shall be in effect for as long as you are a Member of Tradepay or until your membership is terminated by you or us, whichever occurs first. You or we may terminate your membership at any time upon written notice to the other party for any reason or no reason at all. In addition, we may immediately inactivate your account, suspend your trading privileges, and/or terminate your membership without notice for cause if:
Member is found, or is reasonably believed by us, to have engaged in deceitful transaction practices or otherwise fraudulent, undesirable or harmful conduct as determined by Tradepay;
Member is not following and abiding by these Terms, including payment obligations;
A petition in bankruptcy is filed against, or proceedings for dissolution, winding up or liquidation are instituted, by or against Member under the U.S. Federal Bankruptcy Code or any similar laws, or Member makes an assignment for the benefit of creditors;
Tradepay cannot verify or authenticate information delivered by such Member to Tradepay or other Members, or placed on, in or through the Platform by such Member;
You are in default of any obligation to Tradepay, another Member, or any third party relating to your obligations under these Terms;
You are in violation of any local, state, provincial, or federal law, relating to Member's obligations under these Terms and use of the Platform or are the subject of an investigation by a government agency or other authority; or
For any other reason in Tradepay’s sole discretion.
Upon termination of your membership, a) Tradepay reserves the right to charge any Fees due and the amount of any remaining Trade$ line of credit balance in the equivalent U.S. Dollars against your Funding Source; and b) Trade$ must be spent within the stated timeframe or they will be forfeited. If we terminate your account for cause, any Trade$ in your account will be forfeited. In Tradepay’s sole discretion, the account may be reinstated and the Trade$ returned to such account if the Member pays all outstanding Fees, together with all Fees that would have accrued during the period between account closure and its reinstatement, and a reinstatement fee, if applicable.
11. Record Keeping
It is your responsibility to monitor the buy and sale transactions in your Tradepay account. All transactions are solely between the buyer and seller so if you discover a mistake or unauthorized transaction, you must contact the other party to the transaction. In addition, you are responsible to monitor the calculation of fees assessed to your Tradepay account. Tradepay will make every effort to ensure that the calculation and assessment of fees is done correctly, but mistakes can happen. If you reasonably believe a there is a fee error, please let us know in writing within in 30 days of discovering a fee which you reasonably believe is in error, and we will audit your account.
12. Dispute Procedure
Disputes between Tradepay Members shall be resolved solely between the buyer and seller using reasonable and good faith efforts. Every effort shall be made to resolve the dispute in a timely manner, with first acknowledgement to the other of the dispute made within forty-eight (48) hours once a dispute has been initiated by either the buyer or seller. You acknowledge that it is not Tradepay’s responsibility to resolve the dispute. Where disputes cannot be resolved, Members are encouraged to seek independent legal advice. If either the buyer or the seller suffer any loss whatsoever arising directly or indirectly from the transaction as a result of misleading or deceptive conduct by either party or any other breach of any applicable law, then this shall be a matter between the seller and the buyer and under no circumstances will Tradepay be a party to any dispute or litigation arising therefrom. Tradepay is merely the provider of Platform and is not involved in any way in any transactions conducted via the Platform.
13. Tradepay as a Platform
You acknowledge that the information contained within the Platform in respect of goods and services offered for sale is provided by parties other than Tradepay. You acknowledge and accept that Tradepay is only a facilitator/venue for transactions and not an auctioneer, agent or seller of any goods or services on the Platform unless expressly stated otherwise by Tradepay, or an endorser/promoter or representer of the truthfulness or accuracy of any statement made on the Platform. All legal relations are between Members in any transaction.
Tradepay is not involved in the actual transaction between the seller and the buyer and has no control over quality, safety or legality of items or content posted by Members on the Platform. Tradepay does not warrant the truth or accuracy of the descriptions of any goods or services offered through the Platform. Any transactions conducted online are solely between the buyer and the seller, and all responsibility and liability in respect to the transaction of the sale is between the buyer and the seller. The buyers buy and the sellers sell at their own risk. The disclaimers set out above do not attempt or purport to exclude liability arising under statute, if, and to the extent, such liability cannot be lawfully excluded.
14. DISCLAIMER OF WARRANTY
YOU EXPRESSLY AGREE THAT USE OF TRADEPAY AND THE PLATFORM IS AT YOUR SOLE RISK. NEITHER TRADEPAY, ITS PARENT, SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, GOODS AND SERVICES DESCRIPTIONS), OR GOODS OR SERVICES PROVIDED THROUGH THE PLATFORM. THE PLATFORM AND ALL CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED ON THE PLATFORM, AND GOODS AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE PLATFORM ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRADEPAY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM OR THE CONTENT, STATEMENTS OR OTHER INFORMATION CONTAINED ON THE PLATFORM, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
15. LIMITATION OF LIABILITY
IN NO EVENT SHALL TRADEPAY, ITS PARENT, SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, THE CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED THEREIN, THE GOODS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE TRADEPAY PLATFORM OR THESE TERMS OF USE, ANY ACTION OR FAILURE TO ACT BY YOU, TRADEPAY, OR ANOTHER MEMBER.
16. License Grant
By posting statements or other information on Tradepay, you grant Tradepay a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees. Your license of any statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.
17. Indemnity
You agree to defend, indemnify, and hold harmless Tradepay including its parent company and/or its officers, directors, managers, employees, partners, contractors, affiliates, subsidiaries, agents, attorneys, web developers, technical support/maintenance providers, distributors, advertisers, licensors, sublicensees, and assigns, from any claim or demand, including reasonable attorneys’ fees, expert witness fees, and court costs, made by any third party due to or arising out of your listing (regardless of whether or not we edit or approve it), your use of Tradepay, any breach by you of these Terms or other Tradepay policy, or any violation by you of any rights of another, including but not limited to your (1) failure to complete a transaction with another Member; (2) failure to properly perform services for another Member; (3) failure to deliver goods pursuant to a transaction with another Member; (4) improper pricing; and (5) your breach of any representation, warranty, and/or covenant by in these Terms. In the event of our payment, loss, expense, or crediting of your account which arises out of any transaction between you and another Member, we shall be subrogated to all the rights, powers, privileges and remedies of you against any other Member to the extent of the amount of such payment, loss, expense, or crediting of your account. You shall execute all papers required by us and render all necessary assistance, other than pecuniary aid, to enable us to secure the right granted in this paragraph.
18. Choice of Law & Venue
Any disputes arising out of or related to these Terms and/or any use by you of the Tradepay Platform or services shall be governed by the laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles. You and Tradepay irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Santa Clara County, California, USA, for all proceedings in court under these Terms.
19. Survival
Sections 6, 7, 8, 9, 11, 12, 14, 15, 17, and 18 of these Terms and any other provision that may reasonably be interpreted as being intended by the parties to survive termination, shall survive termination of this agreement.
20. Miscellaneous
No waiver by either you or Tradepay of any breach or default or failure to exercise any right allowed under these Terms is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of these Terms invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions of these Terms shall continue in full force and effect.
All notices to Tradepay shall be made to General Counsel, 5205 Prospect Road, Ste 135-108, San Jose, CA 95129; http://www.Tradepay.io/contact.
The provisions of these Terms apply equally to and are for the benefit of Tradepay, its parent, subsidiaries, affiliates and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf. Tradepay will not be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond Tradepay’s reasonable control. You may not transfer, sell, or assign in any manner your Tradepay membership or any benefit arising under these Terms of Service without our prior written approval.
These Terms of Use (the “Terms”) set forth the terms and conditions governing use of the Tradepay.io website, mobile and touch versions, Tradepay app, Tradepay payment button, and other electronic services made available to businesses and participating merchants, or portions or services provided through them and other applications linked to them, including but not limited to buying and selling transactions, bank transfers, and other tools necessary for the facilitation of the use of the platform (collectively, the “Platform”).
By continuing to use the Platform you agree to be bound by these Terms and any rules and restrictions published thereon. In the event of a conflict between these Terms and any additional terms agreed to in writing with you specifically by Tradepay authorized representatives, then those additional terms shall govern.
2. Use of Services
By using our Platform, you agree to be bound by these Terms. IF YOU DO NOT AGREE TO THESE TERMS, IMMEDIATELY STOP ACCESSING THE PLATFORM AND DO NOT USE ANY SERVICE OFFERED THROUGH THE PLATFORM.
Tradepay provides a service for you to enter and access companies which sell goods and services for your business. Tradepay is not involved in the actual transaction between the buyer and seller and has no control over the quality, safety or legality the products or services posted by users of our service or the truth or accuracy of any information posted by users of our service. Any transactions conducted using the Platform are solely between the buyer and the seller. All responsibility and liability in respect to the transaction of the sale is between the parties to the transaction.
We reserve the right to amend these Terms from time to time. Amendments will be posted on the Platform. Unless otherwise provided, amendments are automatically effective upon your use of the Platform after the posting of the amendment(s). Your use of the Platform after the posting of amendments will constitute your acceptance of the Terms as amended. We suggest that you revisit the Terms from time to time to ensure that you stay informed of any changes to these Terms. Tradepay also reserves the right to change or discontinue any aspect or feature of our services or the Platform at any time and for any reason.
3. Member Requirements
To become a Tradepay member (hereinafter “Member”, “Members”, or “you”) and a condition of your use of the Tradepay services, you must:
Be an individual 18 years of age or older;
Apply to join Tradepay by registering on the website or app and providing personal identifying information as well as your federal tax identification number, a valid credit card number, and a checking or savings account information;
Be approved by Tradepay;
Possess the authority to create a binding legal obligation;
Comply at all times with these Terms;
Safeguard your password and supervise the use of your account, and understand and agree that you are responsible for the use of your account by anyone you allow to access it; and,
Represent and warrant that you have the right to provide any and all information you submit to the Platform, and all such information is accurate, true, current and complete.
To enter in to a transaction, you create a legally binding contract with another Member, unless the product or service is prohibited to be sold or purchased by law, these Terms, or our policies as stated on our Platform. You are responsible to know the laws applicable to you as the buyer or seller. Only Members holding the appropriate license may sell products and services that are permitted to be sold only by licensed sellers under federal, state, provincial, or local law. If another Member breaches any obligations to you, you (not Tradepay) are responsible for enforcing any rights that you may have.
Any loss that occurs to either party to a transaction is in no way any fault of Tradepay and you agree to indemnify and hold Tradepay harmless from any loss pursuant to Section 17 below. Tradepay reserves the right to suspend, ban or refuse any entry to the Platform, for any reason whatsoever and is not required to provide the reasons for such decision.
4. Prohibited Uses
Members shall not a) access, monitor or copy any content or information from the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; b) violate the restrictions in any robot exclusion headers on our Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; c) take any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion) supporting the Platform; d) violate the Tradepay Terms; (e) engage in search engine spam, doorway pages, cloaking, etc.; (f) conduct search ads falsely suggesting a link between Tradepay and a third-party, or otherwise infringing on a third-party’s intellectual property or privacy rights; (g) engage in any conduct which violates of any rule, regulation, law or ordinance, and engage in any conduct which violates of any rule, regulation, law or ordinance which governs the Member’s website or marketing channels; (h) purchase keywords from search engine service providers in order to drive traffic to Ads or landing pages, including but not limited to purchasing keywords or online advertising inventory that include the trademark, service mark, or brand name of another Tradepay Member; (i) engage in “auto spawning” of browsers or in automatic redirecting of visitors; (j) Post or elsewhere publish any content that is (i) defamatory or trade libelous, is incorrect, not truthful, threatening, harassing, stalking, vulgar, obscene, pornographic, profane, racially, ethnically or sexually discriminatory in any way, or that otherwise violates any right of another or is deemed unacceptable in our sole discretion; (ii) invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information without their knowledge and willing consent or distributes or contains viruses or any other technologies that may harm Tradepay or any of its Members.
5. Buying & Selling
Tradepay Members buy and sell goods and services using cash via credit card or linked checking or savings account (“Funding Source”) and Tradepay Dollars (“Trade$”). A Trade$ is an accounting unit used to record (i) the value of goods and services sold through Tradepay and (ii) the right to buy goods and services through Tradepay. We disclaim responsibility for the negotiability of Trade$ and the availability of goods or services purchasable with Trade$.
When a Member sells goods or services, the 60% cash portion of buyer's payment is deposited into the seller’s bank account and the 40% T$ portion of buyer’s payment is credited to the seller’s Tradepay account, less the transaction fees defined in Section 6 below. Similarly, when a Member buys goods or services through Tradepay, buyer’s credit card will be debited the amount of the purchase and the appropriate amount of Trade$ will be debited from buyer’s Tradepay account, less any transaction fees defined in Section 6 below.
Funding Sources, whether checking or savings bank accounts or credit or debit cards, are processed through Wepay, an independent third-party service provider as a service to Tradepay Members. Wepay charges the buyer’s credit card at the time of purchase and deposits the funds into the seller’s bank account within 48 to 72 hours. Tradepay is not liable in respect of such third-party services and provides no warranty in respect of such services or any party connected with them to the extent permitted by law. It is your responsibility to check your Tradepay account as well as your bank and credit card statements to ensure that the amount being displayed as Cash Fees due and the amount being authorized for payment are in accordance with the amount being paid. Tradepay takes no responsibility for incorrect payments made as a result of an incorrect payment requests. Tradepay will keep bank and credit card payment information confidential and will take reasonable efforts to keep any such information about you secure. Tradepay will only disclose this information to the extent specifically required by law or authorized by you.
All eligible refunds are processed via the seller’s Tradepay account and both the cash and trade portions of the funds are automatically deposited back into buyer’s accounts.
6. Transaction Fees
Members are charged a transaction fee based on the total transaction amount. Transaction fees are paid together with cash and Trade$ portions of the payment (the “Transaction Fees”). The fee for the cash portion of the transaction ranges from 5%-6.5% depending on the total sum of transactions by the Member during the current billing period at the time of the transaction (the “Cash Fee”). And, the fee for the Trade$ portion of the transaction is a flat one percent (1%) (the “T$ Fee). This Cash Fee covers all credit card processing fees, including American Express, Visa, and MasterCard fees. Tradepay does not warrant that other fees will not be assessed by third-parties, banking institutions or credit card issuers outside of the Tradepay platform of which Tradepay has no knowledge.
The Cash Fee is a tiered system based on the total sum of Member’s transactions within the Platform during the current billing period at the time of the transaction, subject to any minimums as described herein. The Cash Fee tiers are:
6.5% for the first $0- $1,000 in total transactions for the current billing period; and
5.75% for the next $1,001-$5,000 in total transactions for the current billing period; and,
5% for the next $5,001 and above in total transactions for the current billing period.
We collect Transaction Fees at the time of your sale or purchase against your Funding Source for the Cash Fee and your Tradepay account Trade$ balance for the T$ Fee. Transaction Fees may change at any time and will be notified to you in writing. Unless otherwise specified, all fees are in U.S. Dollars and all transactions will be made in U.S. Dollars. Any applicable sales or other taxes are additional to the stated fees. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider. The minimum Cash Fee payable for any transaction shall be $10.00.
Any Member whose buy transaction is declined will be restricted from entering in to any further buy transactions and will be notified in writing using the email address we have on file in your online account. Any Member whose buy transaction is declined will be permitted to enter in to sell transactions.
Except as required by law, all fees are nonrefundable. Payments and purchases may not be canceled by you, except as required by law. However, we reserve the right to refuse or terminate any purchase or attempted purchase at any time in our sole discretion. Note that if you authorize a payment transaction with your credit card, debit card or other payment method, but your charge is rejected for any reason, there may be a hold on your use of that transaction amount for several days while your card company processes the charge reversal. Similarly, if you authorize an ACH funds transfer, but your transfer is rejected, it may take one or more days for those funds to be available again in your ACH account. If Buyers or Sellers do not complete a posted transaction, the posting of a transaction is disputed, or if a previously posted transaction is reversed, we will not be obligated to refund any fees we have received. In certain circumstances, a fee credit may be approved and applied to your account which will be reduced over time as new fees are assessed to the account.
Tradepay may, in its sole discretion, require advance payment of Fees. You agree to visit your online Tradepay account as needed to review your activity and notify us in writing if you discover any fees within the last thirty (30) days which you believe were charged to your account in error.
7. Tradepay Dollars; Line of Credit
Trade$ are earned by selling within the Platform. To enable the exchange of goods and services among Members, Tradepay purchases are not limited to the amount of Trade$ available in your account. Tradepay offers a line of credit in the form of Trade$ for up to T$25,000 to all eligible members who wish to begin purchasing from the Platform. Members must apply in writing for the line of credit and approval is subject to the Member’s credit worthiness and other factors in Tradepay’s sole discretion. As consideration for the extension of credit, members pay Tradepay a maintenance fee (“Loan Maintenance Fee”) based upon the size of the loan outstanding at the close of the billing period. Loan Maintenance Fee rates are as follows:
$19/month for loans T$0-T$5,000
$29/month for loans T$5,001-T$15,000
$39/month for loans T$15,001-T$25,000
As you sell on Tradepay and earn Trade$, your line of credit is paid back. Any Tradepay Member with an outstanding line of credit: a) must sell thirty percent (30%) of the outstanding Line of Credit in a calendar year to remain in good standing as a Tradepay member; and, b) must engage in a sell transaction if there have not been any sell transactions in Member’s account during the prior six (6) month period; otherwise, Member will be notified using the email address in Member’s Tradepay account to a) engage in sell transactions within the next six (6) months or b) pay down the line of credit upon terms agreed to between Member and Tradepay or Member’s Tradepay account will be terminated and all outstanding Trade$ owed on the line of credit will become immediately due and debited in the equivalent amount of U.S. Dollars from Member’s Funding Source.
Unless otherwise specified, all Loan Transaction Fees are in U.S. Dollars and all charges will be made in U.S. Dollars. Loan Transaction Fees due are calculated on a thirty-day cycle beginning on the first day the line of credit is accessed and ends thirty days later. Any applicable sales or other taxes are additional to the stated fees. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider. Tradepay reserves the right to change the Loan Maintenance Fee rates at any time and will notify you in writing to the email address on record. You authorize us to collect the Loan Maintenance Fee on a monthly basis from the Funding Source you assign in your Tradepay account.
If at any time we, in our sole discretion, deem you to be a credit risk, we may require you to prepay the Loan Maintenance Fee. In the event your Loan Maintenance Fee is uncollectable from your authorized Funding Source, your Line of Credit will be suspended and the account will be restricted from making other purchases within the Platform. No purchases can be made within the Platform until the Loan Maintenance Fees have been paid and your account is brought current. You may continue to sell within the Platform.
For each month that Tradepay is unable to collect the Loan Maintenance Fee from your Funding Source, Tradepay will charge you thirty-five dollars ($35.00). If, after ninety (90) days your Funding Source remains unavailable to pay the Loan Maintenance Fees which have accrued on your account, you will be in default and thereby subject to termination per Section 10 and all fees will be due immediately in U.S. Dollars. You acknowledge and agree that these Terms reflect the additional costs we will incur in order to bill and collect your accounts.
You acknowledge and agree that we have the right and power to regulate and control the number of outstanding Trade$ within the Tradepay platform and to extend Trade$ credit to any member, on terms and conditions acceptable to us and at our sole discretion.
8. Taxes
Upon registration, Members must provide a valid and correct federal taxpayer identification number to before engaging in any transaction. By submitting a Member application and agreeing to these Terms, you represent and warrant that your taxpayer identification number and other Member Information is true, accurate and correct. Members are solely responsible to collect, remit, declare, and report all applicable federal, state, provincial, local, and municipal taxes, including appropriate sales and excise taxes and GST, resulting from any transaction involving Trade$ to the appropriate taxing authorities as required by law. Under no circumstances is Tradepay responsible to pay any sales, excise, GST, use, or other taxes on behalf of any Member. Transactions involving Trade$ are generally treated as taxable events for federal, state, provincial, and local tax purposes. It is your responsibility to seek independent professional tax advice as needed. The declaration and reporting of applicable taxes resulting from Trade$ transactions rests solely with you. You agree to indemnify and hold Tradepay harmless for any actions we take to comply with federal, state or provincial, and local laws.
9. Shipping of Goods; Seller Warranties
As Seller you warrant and represent that: a) all items listed will be unencumbered and free from any third party claim or interests which may prejudice the ownership rights or interests of the buyer; b) items being offered for sale are accurately described (including any faults, defects etc.) in the Platform; c) all relevant and material information concerning the items being offered for sale are contained in the listing; and, d) you have undisputed ownership at the time of sale.
Seller must keep proof of dispatch of the goods for three (3) months. If the seller is unable to provide proof of dispatch to a trackable delivery service within ten (10) days of written request, and the buyer has not yet received the items after a reasonable period of time, then the buyer may request a refund from the seller or enforce its rights in the legal system.
10. Termination
These Terms, and any amendments thereto, shall be in effect for as long as you are a Member of Tradepay or until your membership is terminated by you or us, whichever occurs first. You or we may terminate your membership at any time upon written notice to the other party for any reason or no reason at all. In addition, we may immediately inactivate your account, suspend your trading privileges, and/or terminate your membership without notice for cause if:
Member is found, or is reasonably believed by us, to have engaged in deceitful transaction practices or otherwise fraudulent, undesirable or harmful conduct as determined by Tradepay;
Member is not following and abiding by these Terms, including payment obligations;
A petition in bankruptcy is filed against, or proceedings for dissolution, winding up or liquidation are instituted, by or against Member under the U.S. Federal Bankruptcy Code or any similar laws, or Member makes an assignment for the benefit of creditors;
Tradepay cannot verify or authenticate information delivered by such Member to Tradepay or other Members, or placed on, in or through the Platform by such Member;
You are in default of any obligation to Tradepay, another Member, or any third party relating to your obligations under these Terms;
You are in violation of any local, state, provincial, or federal law, relating to Member's obligations under these Terms and use of the Platform or are the subject of an investigation by a government agency or other authority; or
For any other reason in Tradepay’s sole discretion.
Upon termination of your membership, a) Tradepay reserves the right to charge any Fees due and the amount of any remaining Trade$ line of credit balance in the equivalent U.S. Dollars against your Funding Source; and b) Trade$ must be spent within the stated timeframe or they will be forfeited. If we terminate your account for cause, any Trade$ in your account will be forfeited. In Tradepay’s sole discretion, the account may be reinstated and the Trade$ returned to such account if the Member pays all outstanding Fees, together with all Fees that would have accrued during the period between account closure and its reinstatement, and a reinstatement fee, if applicable.
11. Record Keeping
It is your responsibility to monitor the buy and sale transactions in your Tradepay account. All transactions are solely between the buyer and seller so if you discover a mistake or unauthorized transaction, you must contact the other party to the transaction. In addition, you are responsible to monitor the calculation of fees assessed to your Tradepay account. Tradepay will make every effort to ensure that the calculation and assessment of fees is done correctly, but mistakes can happen. If you reasonably believe a there is a fee error, please let us know in writing within in 30 days of discovering a fee which you reasonably believe is in error, and we will audit your account.
12. Dispute Procedure
Disputes between Tradepay Members shall be resolved solely between the buyer and seller using reasonable and good faith efforts. Every effort shall be made to resolve the dispute in a timely manner, with first acknowledgement to the other of the dispute made within forty-eight (48) hours once a dispute has been initiated by either the buyer or seller. You acknowledge that it is not Tradepay’s responsibility to resolve the dispute. Where disputes cannot be resolved, Members are encouraged to seek independent legal advice. If either the buyer or the seller suffer any loss whatsoever arising directly or indirectly from the transaction as a result of misleading or deceptive conduct by either party or any other breach of any applicable law, then this shall be a matter between the seller and the buyer and under no circumstances will Tradepay be a party to any dispute or litigation arising therefrom. Tradepay is merely the provider of Platform and is not involved in any way in any transactions conducted via the Platform.
13. Tradepay as a Platform
You acknowledge that the information contained within the Platform in respect of goods and services offered for sale is provided by parties other than Tradepay. You acknowledge and accept that Tradepay is only a facilitator/venue for transactions and not an auctioneer, agent or seller of any goods or services on the Platform unless expressly stated otherwise by Tradepay, or an endorser/promoter or representer of the truthfulness or accuracy of any statement made on the Platform. All legal relations are between Members in any transaction.
Tradepay is not involved in the actual transaction between the seller and the buyer and has no control over quality, safety or legality of items or content posted by Members on the Platform. Tradepay does not warrant the truth or accuracy of the descriptions of any goods or services offered through the Platform. Any transactions conducted online are solely between the buyer and the seller, and all responsibility and liability in respect to the transaction of the sale is between the buyer and the seller. The buyers buy and the sellers sell at their own risk. The disclaimers set out above do not attempt or purport to exclude liability arising under statute, if, and to the extent, such liability cannot be lawfully excluded.
14. DISCLAIMER OF WARRANTY
YOU EXPRESSLY AGREE THAT USE OF TRADEPAY AND THE PLATFORM IS AT YOUR SOLE RISK. NEITHER TRADEPAY, ITS PARENT, SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, GOODS AND SERVICES DESCRIPTIONS), OR GOODS OR SERVICES PROVIDED THROUGH THE PLATFORM. THE PLATFORM AND ALL CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED ON THE PLATFORM, AND GOODS AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE PLATFORM ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRADEPAY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM OR THE CONTENT, STATEMENTS OR OTHER INFORMATION CONTAINED ON THE PLATFORM, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
15. LIMITATION OF LIABILITY
IN NO EVENT SHALL TRADEPAY, ITS PARENT, SUBSIDIARIES, AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, THE CONTENT, STATEMENTS AND OTHER INFORMATION CONTAINED THEREIN, THE GOODS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE TRADEPAY PLATFORM OR THESE TERMS OF USE, ANY ACTION OR FAILURE TO ACT BY YOU, TRADEPAY, OR ANOTHER MEMBER.
16. License Grant
By posting statements or other information on Tradepay, you grant Tradepay a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees. Your license of any statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.
17. Indemnity
You agree to defend, indemnify, and hold harmless Tradepay including its parent company and/or its officers, directors, managers, employees, partners, contractors, affiliates, subsidiaries, agents, attorneys, web developers, technical support/maintenance providers, distributors, advertisers, licensors, sublicensees, and assigns, from any claim or demand, including reasonable attorneys’ fees, expert witness fees, and court costs, made by any third party due to or arising out of your listing (regardless of whether or not we edit or approve it), your use of Tradepay, any breach by you of these Terms or other Tradepay policy, or any violation by you of any rights of another, including but not limited to your (1) failure to complete a transaction with another Member; (2) failure to properly perform services for another Member; (3) failure to deliver goods pursuant to a transaction with another Member; (4) improper pricing; and (5) your breach of any representation, warranty, and/or covenant by in these Terms. In the event of our payment, loss, expense, or crediting of your account which arises out of any transaction between you and another Member, we shall be subrogated to all the rights, powers, privileges and remedies of you against any other Member to the extent of the amount of such payment, loss, expense, or crediting of your account. You shall execute all papers required by us and render all necessary assistance, other than pecuniary aid, to enable us to secure the right granted in this paragraph.
18. Choice of Law & Venue
Any disputes arising out of or related to these Terms and/or any use by you of the Tradepay Platform or services shall be governed by the laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles. You and Tradepay irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Santa Clara County, California, USA, for all proceedings in court under these Terms.
19. Survival
Sections 6, 7, 8, 9, 11, 12, 14, 15, 17, and 18 of these Terms and any other provision that may reasonably be interpreted as being intended by the parties to survive termination, shall survive termination of this agreement.
20. Miscellaneous
No waiver by either you or Tradepay of any breach or default or failure to exercise any right allowed under these Terms is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of these Terms invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions of these Terms shall continue in full force and effect.
All notices to Tradepay shall be made to General Counsel, 5205 Prospect Road, Ste 135-108, San Jose, CA 95129; http://www.Tradepay.io/contact.
The provisions of these Terms apply equally to and are for the benefit of Tradepay, its parent, subsidiaries, affiliates and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf. Tradepay will not be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond Tradepay’s reasonable control. You may not transfer, sell, or assign in any manner your Tradepay membership or any benefit arising under these Terms of Service without our prior written approval.
