Terms of Use

1. INTRODUCTION; TERMS AND CONDITIONS.

Welcome to ImportGenius!

Trade Data Services, Inc. (d/b/a ImportGenius) (“ImportGenius,” “we,” “us” or “our”) provides and makes available this website (www.importgenius.com) and its subdomains (the “Website”) for the convenience of visitors to our website. All use of the Website is subject to the terms and conditions contained in these Website Terms of Service (this “Agreement”). Please read this Agreement carefully. BY ACCESSING, BROWSING OR OTHERWISE USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHALL NOT, AND ARE NOT PERMITTED TO, ACCESS, BROWSE OR USE THE WEBSITE.

You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Website. The revised terms and conditions will become effective at the time of posting. Any such change shall only apply to your use of the Website after the date of such change, unless you expressly accept retroactive application of such changes, via a click-through, signed agreement or otherwise. Any use of the Website after such date constitutes your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing or otherwise using the Website.

Your access to and use of the Website is also subject to our Privacy Policy, which is hereby incorporated herein by reference. If you submit any information (including without limitation personal information) at this website, such information will be subject to the Privacy Policy. The sender of any information to ImportGenius is solely responsible for its content, including without limitation its accuracy, truthfulness and non-infringement of any other person's legal rights.  If you send us any information, you understand and agree that we can use that information for any purpose.

This Agreement addresses only your use of, and interaction with, our Website and our social media presence on third party social media platforms.  If you purchase or subscribe to our products or services, you shall be subject to a separate Commercial Agreement as described herein. 

Nothing on the Website should be construed as an offer to provide any products or services, or as granting any license or transfer of intellectual property. Your use of the Website is at your own risk. Notwithstanding any other provision herein, we reserve the right, in the event of a violation of this Agreement, to protect our rights, property and interests to the maximum extent permitted by applicable law.

2. USE OF THE WEBSITE AND OUR CONTENT; OUR SOCIAL MEDIA PRESENCE.

Content. The structure, code and organization of the Website are proprietary to us and our licensors. The Website and our social media postings contain information and material, including but not limited to software, text, data, documentation, graphics and images (collectively, the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with one or more third parties. The Content is protected by United States and foreign intellectual property laws and international conventions. Unauthorized use of any Content may violate copyright, trademark or other laws. You have no rights in or to any Content, and you will not use, copy or display the Content except as permitted in this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense or modify any Content or reproduce, display, publicly perform, make a derivative work of, distribute or otherwise use any Content in any way for any purpose, including without limitation any public or commercial purpose. The use or posting of any Content on any other website or in a networked computer environment for any purpose is prohibited. If you violate any part of this Agreement, your right to access and/or use any Content or the Website shall automatically terminate and you shall immediately destroy any copies you have made of any Content.

Trademarks. The trademarks, service marks, and logos owned by ImportGenius (the “ImportGenius Trademarks”) that are used and displayed on the Website, including without limitation all such marks and logos referencing ImportGenius are registered and unregistered trademarks or service marks of ImportGenius. Other entity, product and service names referenced on the Website may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the ImportGenius Trademarks, the “Trademarks”). Nothing on the Website or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the prior written consent of ImportGenius specific for each such use. The Trademarks may not be used to disparage ImportGenius or the applicable third party, ImportGenius’s or the third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any Website is prohibited without ImportGenius’s prior written consent. All goodwill generated from the use of any ImportGenius Trademark shall inure to ImportGenius. All rights are reserved by the owners of each Trademark, except as otherwise described in this Agreement. 

Our Commercial Products and Services.  The Website may provide information about our commercial products and services and links through which subscribers to our commercial products and services may gain access to their accounts and/or such products and services.  If you access or use any such accounts and/or commercial products and/or services, your access and use shall be subject to the separate agreement between you, or the entity which you represent, and ImportGenius (“Commercial Agreement”).  Any such Commercial Agreement shall take precedence over the terms of this Agreement with respect to the scope of such Commercial Agreement.

Certain Prohibitions. You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, (c) decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website, or attempt to do any of the foregoing, (d) delete or alter any material posted on the Website by ImportGenius or any other person or entity, (e) frame or link to any of the materials or information available on the Website or (f) distribute any virus, Trojan horse, disabling device, time bomb or other code that may impact the operation of the Website, or use the Website to distribute any of the foregoing.

Third Party Links.  The Website may contain links and/or references to third party websites and/or services (the “External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any External Site and do not make any representation regarding the content or accuracy of any materials on any such External Site. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Site, you do so at your own risk.

Social Media.  We may use social media accounts from time to time.  If you use any social media to communicate with us, please be aware that the terms and privacy policies of the applicable social media platform will govern those communications with us, in addition to this Agreement.  Information that you make available on a social media platform may be made available publicly, so we recommend that you not provide us with any information via any social media that you do not feel comfortable making available publicly. To ensure productive communications that are consistent with our mission and public commitments, we have put in place the following basic guidelines and disclaimers to help you understand how we will use these platforms. 

• We welcome your @ mentions, replies, comments, likes, suggestions or shares, and we will use reasonable efforts to respond to questions. Please note that any content that you provide to us via a social media channel may be used by us without restriction and without any obligation of payment to you. We may remove or not approve a comment for any reason or no reason, including without limitation personal attacks, foul language, disparaging comments, racist content, content that is unlawful, threatening, vulgar, defamatory, pornographic, lewd or otherwise objectionable in our sole judgment, harassment of others, including without limitation information that relates to or exploits children, political campaigning or lobbying, or topics that do not relate to ImportGenius.  We reserve the right to delete any question or comment regardless of whether it falls within these categories; the foregoing are intended to be illustrative. 
• We ask for your understanding as we engage in these media, recognizing in particular that responses may at times appear limited in nature.
• There may be some questions or comments we cannot or will not address, including without limitation questions directly related to financial matters, ongoing legal matters, regulatory issues or certain other elements of our business.

DISCLAIMERS:

• If we follow any other organization or person’s account, that is not an endorsement.
• ImportGenius may provide links or references to other sites as part of its social media posts. However, ImportGenius claims no responsibility for the content of such other sites and shall not be liable for any damages or injury arising from that content. Any links to other sites are provided as merely a convenience to the users of the platform.
• ImportGenius reserves all rights in relation to use of social media platforms. 
• ImportGenius will not engage in sensitive topics or discussions about our products, other companies’ products, or treatment options.
• Nothing stated by ImportGenius on any of our social media channels should be considered to be an offer or invitation to invest in ImportGenius.

Dated Information. While ImportGenius may periodically update or correct information presented on the Website, such information may include typographical errors and/or technical inaccuracies and/or omissions. ImportGenius makes no representation or warranty as to the accuracy of any information on the Website and expressly disclaims any obligation to update such information.  ImportGenius also reserves the right to make additions, deletions or modifications to any information at any time and from time to time without any prior notice.

3. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.

Disclaimer of Warranties.  THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. IMPORTGENIUS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “IMPORTGENIUS PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY, OR THAT IMPORTGENIUS WILL UPDATE SUCH CONTENT OR KEEP SUCH CONTENT CURRENT OR UP TO DATE. THE IMPORTGENIUS PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU, FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. 

YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK. THE IMPORTGENIUS PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO IMPORTGENIUS PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE IMPORTGENIUS PARTIES DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR PARTICULAR PURPOSE.

IMPORTGENIUS AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. 

Limitation of Liability.  IN NO EVENT SHALL ANY IMPORTGENIUS PARTY BE LIABLE TO YOU, ANY OTHER USER OF THIS WEBSITE, THIRD-PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, CONSEQUENTIAL, MULTIPLE, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES, LOST PROFITS, LOST REVENUES, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH IMPORTGENIUS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.  THE IMPORTGENIUS PARTIES’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT, CUMULATIVELY, SHALL NOT EXCEED $1.00.

Certain States.  Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE IMPORTGENIUS PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

4. INDEMNIFICATION.

You agree to defend, indemnify, and hold harmless the ImportGenius Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use of or misuse of any Content or the Website. ImportGenius will provide notice to you of any such claim, suit, or proceeding. ImportGenius reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting ImportGenius’s defense of such matter.

5. TERMINATION.

ImportGenius reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability. ImportGenius reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.

Sections 2 (Use of the Website), 3 (Limitation of Liability and Disclaimer of Warranties), 4 (Indemnification), 5 (Termination), and 8 (General) shall survive the termination of this Agreement according to their respective terms.

6. YOU MUST COMPLY WITH APPLICABLE LAWS.

We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States of America. If you access the Website or the Content from outside of the United States of America, you do so at your own risk. Whether inside or outside of the United States of America, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You understand that if you access the Website from another country and provide your personal information to us through the Website, your personal information may be transmitted to us, and you consent to such transfer.

The United States of America controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading any Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of any Content.

7. U.S. GOVERNMENT RESTRICTED RIGHTS.

The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Website or any Content by the Government constitutes acknowledgement of our proprietary rights in the Website and Content.

8. GENERAL.

This Agreement constitutes the entire agreement between you and ImportGenius and governs your use of the Website and your interaction with our social media presence, superseding any prior agreements between you and ImportGenius with respect to the Website or such social media presence. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. 

You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent.  These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors and permitted assigns.  We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party.  

This Agreement shall be governed by the laws of the State of Arizona, USA without regard to its conflict of law provisions. With respect to any disputes or claims, you and ImportGenius agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in the Phoenix, Arizona, USA. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

The failure of ImportGenius to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 

The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any part of this Agreement is held to be unlawful, void or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.  

Notices to you may be made via either email or regular mail. The Website may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the Website.

If you have any questions about this Agreement, please contact us at support@importgenius.com