Participation Agreement

CODBEX PARTICIPATION AGREEMENT

Last Revised: April 1, 2022

Please scroll down and read the following CODBEX Participation Agreement (this “Participation Agreement”) carefully. This Participation Agreement constitutes a legally binding agreement between you (“you” or “your”) and CODBEX Ltd. (“CODBEX”). This Participation Agreement, including the Privacy Policy (the “Privacy Policy”) incorporated into this Participation Agreement by reference and any other applicable policies, procedures and guidelines, as updated from time to time, governs your use of the CODBEX application, website, and technology platform (collectively, the “CODBEX Platform”) and materials that accompany the CODBEX Platform (the “Materials”). For the purposes of this Participation Agreement, if you access, or try to access, the CODBEX Platform or Materials on behalf of your own business or a business with which you are otherwise affiliated, or as a consultant or agent of a third party (either, “Your Company”), “you” or “your” shall also include Your Company.

By clicking “I Accept”, “I Agree” (or a similar expression of acceptance) or by attempting to access or use the CODBEX Platform or materials, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS PARTIPATION AGREEMENT AND BIND YOURSELF AND, IF APPLICABLE, YOUR COMPANY; (3) YOUR REGISTRATION, ACCESS AND USE OF THE CODBEX PLATFORM IS IN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS; (4) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR ACCOUNT IN ACCORDANCE WITH SECTION 5 OF THIS PARTICIPATION AGREEMENT; (5) YOU ARE ENTERING INTO THIS PARTICIPATION AGREEMENT FOR BUSINESS PURPOSES AND WILL NOT USE THE CODBEX PLATFORM FOR CONSUMER OR HOUSEHOLD PURPOSES; AND (6) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT AND ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES. If you do not agree to the terms of this Participation Agreement, do not click “I Accept”, and do not attempt to access or use the CODBEX Platform or the Materials.

IMPORTANT: PLEASE NOTE, THAT TO USE THE CODBEX PLATFORM OR MATERIALS, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH IN SECTION 24 BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE DISPUTES WITH CODBEX ON AN INDIVIDUAL BASIS, EXCEPT AS PROVIDED IN SECTION 24.3 , THROUGH FINAL AND BINDING ARBITRATION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS PARTICIPATION AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS PARTICIPATION AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THE ARBITRATION PROVISION.

1. THE CODBEX PLATFORM.

The CODBEX Platform provides a marketplace where the following constituents can connect to negotiate and complete transactions: third-party vendors of certain products (“Vendors”); parties willing to sell Vendor-provided products (“Closers”); potential buyers of the Vendor-provided products (“Buyers”); and parties willing to refer potential Buyers to Vendors and/or Closers (“Referrers”). You are entering into this Participation Agreement to be eligible to be a Closer and/or Referrer. The CODBEX Platform is a platform. CODBEX is not involved in the actual transactions between Vendors, Buyers, Closers, and/or or Referrers, except, in conjunction with a third-party payment processor, to facilitate payment. CODBEX makes the CODBEX Platform to enable potential Closers and Referrers to identify, determine the suitability of, and indicate interest in, certain Vendor-provided opportunities and to enable Vendors to identify, determine the suitability of, and indicate interest in, the services of, potential Closers and/or Referrers. CODBEX has no control over and does not guarantee: that any Vendor will select you as a Referrer or Closer for any product on the CODBEX Platform; the existence, quality, safety or legality of products offered by Vendors; that any Vendor will pay you a Sales Fee (as defined below) as a Closer or a Referral Fee (as defined below) as a Referrer; the truth or accuracy of any Vendor’s product listings; the ability of Buyers to pay for products; your ability to perform or comply with any Vendor requirements; or that a Buyer will actually complete a transaction.

2. REGISTRATION.

2.1. ACCOUNT; PROFILE.

To access some features of the CODBEX Platform, you must create an account and complete a user profile. When you create an account and user profile on the CODBEX Platform, you may be required to provide CODBEX with some information about yourself. You agree to provide true, accurate, and complete information in connection with the creation of your account and user profile. As part of the functionality of the CODBEX Platform, you may be able to create or complete your account and/or user profile, or login to your account, through online accounts you may have with third parties including, without limitation, social network accounts (each such account, an “SSO Account”) by either providing your SSO Account login information through the CODBEX Platform or allowing CODBEX to access your SSO Account.

2.2. USERNAME AND PASSWORD.

When you create an account on the CODBEX Platform, you will be asked to choose a username and password. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You accept responsibility for all activities that occur under your CODBEX Platform account and user profile. If you have reason to believe that your account is no longer secure, you must immediately change your password and notify CODBEX by sending an email to: office@codbex.com.

2.3. PARTICIPATION LEVEL.

When you create your CODBEX Platform account or user profile, you will be prompted to indicate your desired level of participation on the CODBEX Platform (e.g., whether you are interested in facilitating sales of products directly to potential Buyers as a Closer and/or referring potential Buyers to Vendors or Closers as a Referrer). Your eligibility to participate in the CODBEX Platform, in general, is subject to CODBEX’s eligibility determination pursuant to Section 2.4 of this Participation Agreement. In addition, your eligibility to be a Closer and/or Referrer for particular products on the CODBEX Platform may be subject to the applicable Vendor’s approval. If you indicate an interest in being a Closer or Referrer for particular products on the CODBEX Platform, the Vendor may require you to demonstrate, to the Vendor’s satisfaction, that you have fulfilled the eligibility requirements provided by the applicable Vendor.

2.4. ELIGIBILITY FOR PARTICIPATION.

By entering into this Participation Agreement, you acknowledge and agree that your eligibility to use the CODBEX Platform, and your participation level on the CODBEX Platform, will be conditioned on your provision, and CODBEX’s verification, of information you provide about yourself including Your Information (as defined below). You acknowledge and agree that the information you provide about yourself (including about your identity) will be subject to verification, including, without limitation, through comparison against third-party databases and/or the verification of one or more official government or legal documents that confirm your identity. You authorize CODBEX to, directly or through third parties, make any inquiries or take any actions CODBEX considers necessary to verify your identity, determine your continued eligibility to use the CODBEX Platform, and verify information that you have provided through the CODBEX Platform. You acknowledge and agree that CODBEX reserves the right, at any time, to deactivate your CODBEX Platform account or user profile, or to otherwise restrict you from accessing or using the CODBEX Platform. Without limiting the foregoing, if CODBEX is unsuccessful in verifying your identity or determining that you are eligible to use the CODBEX Platform, CODBEX may, at its option, terminate this Participation Agreement with immediate notice to you. By entering into this Participation Agreement, and each time you access or use the CODBEX Platform or the Materials, you represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the CODBEX Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to United States, international, or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease accessing the CODBEX Platform and using the Materials.

2.5. ELECTRONIC NOTICES.

Notwithstanding any provision of this Participation Agreement to the contrary, you agree that CODBEX and CODBEX’s third-party payment processor may provide you any Communications electronically as described in the Electronic Communications Delivery Policy (the “eCOMMUNICATIONS POLICY”). “Communications” means information or notices about the CODBEX Platform including: updates to this Participation Agreement or the Materials; annual disclosures; any CODBEX Platform account information including your account statements and history; transaction information, including transaction receipts and confirmations; and any federal and state tax statements CODBEX is required to make available to you. Any electronic Communications will be considered to be received by you within 24 hours after the time CODBEX posts it through the CODBEX Platform or emails it to you. Any Communications sent to you by postal mail will be considered to be received by you 3 Business Days after CODBEX sends such Communications.

2.6. YOUR CONTENT.

You consent to CODBEX’s use of any information you provide, publish or post to or through the CODBEX Platform (collectively, “Your Information”). By granting CODBEX access to any SSO Account, you understand that CODBEX may access, store, and make available on the CODBEX Platform, any content that you have provided to, or stored in, your SSO Account including without limitation any friend, connection, mutual friend, mutual connection, contacts or following/followed lists (the “SSO Content”) so that it is available on and through the CODBEX Platform to CODBEX and/or other users of the CODBEX Platform. The SSO Content constitutes part of “Your Information” for the purposes of this Participation Agreement. Depending on the privacy settings that you have set in such SSO Accounts, personally identifiable information that you post to your SSO Accounts may be available on and through the CODBEX Platform. You acknowledge and agree to update Your Information to maintain its truthfulness, accuracy, and completeness. You agree that you will not create more than one user profile or account and you agree not to ask or allow another person to create a user profile or account on your behalf, for your use, or for your benefit. You will provide content, data and information including, without limitation, Your Information through the CODBEX Platform (“Your Content”), which will include your user profile, information about your use of, and participation level on, the CODBEX Platform, to be shown to potential Vendors, Buyers, Referrers and Closers. You represent that Your Content will be truthful, accurate, and complete. By providing Your Content, you grant CODBEX a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Content, and to sublicense the foregoing rights to CODBEX’s affiliates and operators of any website or other online point of presence through which the CODBEX Platform is syndicated, offered, merchandised, advertised or described. You represent and warrant that you own or otherwise control all of the rights in and to Your Content, and that the use of Your Content by CODBEX and its affiliates, Closers, and Referrers will not infringe upon or violate the rights of any third party. You are solely responsible for Your Content and for the maintenance of Your Content. You shall ensure that Your Content is free of all viruses, Trojan horses, and malicious code which could harm the systems or software used by CODBEX or its subcontractors to provide the CODBEX Platform. Your Content shall be lawful, and may not be in any way offensive, distasteful, discriminatory, obscene, threatening, defamatory, seditious, pornographic, abusive, liable to incite racial hatred, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience. Your Content may not constitute or encourage conduct that would be considered a criminal offense, or give rise to civil or criminal liability.

2.7. RATINGS.

You acknowledge and agree that: (a) Vendors, Closers, Referrers, and Buyers will be prompted, through the CODBEX Platform or otherwise, to provide a rating of you and, optionally, to provide comments or feedback about you and their interactions with you; and (b) you will be prompted, through the CODBEX Platform or otherwise, to provide a rating of Vendors, Closers, Referrers, and Buyers and, optionally, to provide comments or feedback about your interactions with such Vendors, Closers, Referrers, and Buyers. You agree to provide your ratings and feedback in good faith. CODBEX reserves the right to use, share and display ratings, comments and feedback you provide, and ratings, comments, and feedback provided about you, in any manner in connection with the business of CODBEX or its affiliates with or without attribution to, or approval from, you. You acknowledge and agree that CODBEX and its affiliates are distributors (without any obligation to verify) and not publishers of ratings, comments and feedback you provide, or ratings, comments and feedback provided about you, provided that CODBEX and its affiliates reserve the right to edit or remove comments in the event that such comments: include obscenities or other objectionable content; include an individual’s name or other personal information; or violate any privacy laws, other applicable laws or regulations, or CODBEX’s or its affiliates’ content policies.

3. PRODUCT-SPECIFIC ELIGIBILITY.

To be eligible to serve as a Closer or Referrer for certain products, you may be required to demonstrate that you have certain Vendor-mandated training, expertise and experience. The CODBEX Platform may enable you to make representations to Vendors regarding your training, expertise and experience which may include you accessing content provided by Vendors or other third parties (“Vendor Content”) through the CODBEX Platform. Vendor Content is provided “as is.” CODBEX makes no warranty as to the accuracy or completeness of Vendor Content. You use Vendor Content at your own risk, and CODBEX shall have no liability to you or any third party based on your use of or reliance on Vendor Content.

4. SALES FEES; REFERRAL FEES.

A sale (“Sale”) is completed when a Buyer uses the CODBEX Platform to purchase goods or services via the CODBEX Platform. A sales fee (“Sales Fee”) will be generally payable to a Closer for each Sale that is: (a) completed on the CODBEX Platform, (b) indeed closed by such Closer in accordance with (i) this Participation Agreement and (ii) the Vendor specific terms and conditions (if any) for closing the Sale set forth by the Vendor on the product page, and (c) associated with a Closer’s profile. A referral fee (“Referral Fee”) will generally be payable to a Referrer for each Sale that is completed on the CODBEX Platform, that is indeed referred by such Referrer in accordance with the terms set forth by the Vendor on the product page, and that is associated with a Referrer’s profile. Payment of Sales Fees and Referral Fees, as applicable, will be made in accordance with Section 5. A Referral Fee may also be paid, in the Vendor’s sole discretion, in connection with sales not completed on the CODBEX Platform in the event that a Vendor: (1) notifies CODBEX that a Referral Fee is due for such a sale; (2) provides CODBEX with certain information about the sale, including the amount of the Referral Fee due; and (3) completes a funds transfer to the third-party payments processor in the amount of the Referral Fee. The Sales Fee and Referral Fee payable, and the conditions and limitations thereof, for Sales of each product, if any, may vary and are displayed for each Vendor via the CODBEX Platform. The applicable Sales Fee and/or Referral Fee payable, if any, will be the rate displayed via the CODBEX Platform at the time the Buyer accepts the Sale. The Vendor, and not CODBEX, is responsible for the payment of any applicable Sales Fee and/or Referral Fee in accordance with all applicable terms.

5. PAYMENTS.

By registering for, accessing or using the CODBEX Platform, you authorize CODBEX’s third-party payments processor to act as your agent for the purposes of processing payments, refunds and adjustments for Your Transactions (as defined below), receiving and holding Sales Fee and/or Referral Fees on your behalf, remitting Sales Fees and/or Referral Fees to your bank account, and paying CODBEX and its affiliates, Closers, Referrers, and Vendors any amounts you owe in accordance with this Participation Agreement or other agreements you may have with CODBEX or its affiliates (collectively, the “Transaction Processing Service”). “Sales Proceeds” means the gross proceeds from any of Your Transactions, including all shipping and handling and other charges, but excluding any taxes separately stated and charged. “Your Transaction” means any Sale in which you are entitled to a Sales Fee or Referral Fee in accordance with this Participation Agreement and, with respect to sales not completed on the CODBEX Platform, any sale that a Vendor has confirmed, through the CODBEX Platform, that a Referral Fee is payable to you. It is your responsibility to ensure that your bank account information associated with your account and profile is correct and up-to-date. You acknowledge and agree that any amounts payable to you shall not include any interest and will be net of any amounts required to be withheld by law. If CODBEX or the third-party payments processor believes that you have attempted to use the CODBEX Platform to defraud or abuse CODBEX or any other party or otherwise violate the terms of this Participation Agreement, you agree that the third-party payments processor may withhold all or a portion of your Sales Fees and/or Referral Fees. You agree that Sales Fees and/or Referral Fees will generally only be paid when the third-party payments processor receives the Sales Proceeds. CODBEX is not responsible for the actions of the third-party payments processor. Your Sales Fees and/or Referral Fees may be subject to offset or refund if the Buyer returns the subject product. As a security measure, CODBEX or the third-party payments processor may, but shall not be required to, impose transaction limits on some or all Buyers and you relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. If CODBEX or the third-party payment processor reasonably concludes, based on information available to CODBEX or the third-party payment processor, that actions and/or performance in connection with the CODBEX Platform may result in payment disputes, credit card chargebacks or other claims, then the third-party payments processor may delay initiating any remittances and withhold any payments to be made or that are otherwise due in connection with the CODBEX Platform or this Participation Agreement until the completion of any investigation(s) regarding any actions and/or performance in connection with this Participation Agreement. CODBEX and the third-party payments processor will not be liable for acting or not acting in accordance with the provisions of this Section. You bear all risks of loss or fraud that occur in connection with Your Transactions. You authorize the third-party payments processor to obtain reimbursement of any amounts owed by you to CODBEX or any Vendor, Closer, Referrer, or Buyer by making deductions from payments due to you, charging your credit card, or debiting your bank account. You authorize the third-party payments processor to use any or all of the foregoing methods to seek reimbursement on behalf of itself and/or CODBEX.

6. RELATIONSHIP WITH CODBEX.

You and CODBEX are independent contractors. Nothing in this Participation Agreement is intended or should be construed to create a partnership, joint venture, employment agency or employer-employee relationship between you and CODBEX. CODBEX does not in any way: supervise, direct, or control your services; set your hours, schedules, or the location where you provide services; or provide the premises at which you will perform your services. You have no authority to bind CODBEX or its affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of CODBEX or its affiliates. Where, by implication of law or otherwise, you may be deemed an agent or representative of any Vendor or CODBEX or its affiliates, you undertake and agree to indemnify, defend (at CODBEX’s option) and hold CODBEX and its affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship (including, but not limited to, an employment relationship).

7. BENEFITS.

You are not entitled to, or eligible for, any benefits that CODBEX may make available to its employees, such as group insurance, profit sharing or retirement benefits. Because you will provide services as an independent contractor, CODBEX will not withhold taxes, make deductions or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. You agree to report to all applicable government agencies as income all Sales Fees and/or Referral Fees received by you for services performed in connection with the CODBEX Platform and/or this Participant Agreement.

8. APPLICABLE POLICIES, PROCEDURES AND GUIDELINES.

You agree to abide by the CODBEX policies, procedures and guidelines posted as part of the CODBEX Platform, which are incorporated by reference into, and made part of, this Participation Agreement. The policies, procedures and guidelines include acceptable conduct and prohibited practices. CODBEX may change these policies, procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you.

9. MODIFICATION TO THIS PARTICIPATION AGREEMENT.

CODBEX reserves the right to modify the terms and conditions of this Participation Agreement at any time, effective upon posting the amended terms through the CODBEX Platform. You are responsible for regularly reviewing this Participation Agreement. Continued access or use of the CODBEX Platform or the Materials after any such changes shall constitute your consent to such changes. If you do not agree to any such changes you may not use or access the CODBEX Platform or the Materials.

10. PROPRIETARY RIGHTS AND LICENSE.

All intellectual property rights in the CODBEX Platform shall be owned by CODBEX and/or its affiliates absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names and other intellectual property rights set forth in the CODBEX Platform are the property of their respective owners (including, without limitation, CODBEX vendors) which may not be used or reproduced by you without such third party’s prior written consent. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to CODBEX are non-confidential and shall become the sole property of CODBEX. CODBEX shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

CODBEX and other CODBEX logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of CODBEX in the United States and/or other countries (collectively, the “CODBEX Marks”). If you provide services as a Closer or Referrer, CODBEX grants to you, during the term of this Participation Agreement, and subject to your compliance with the terms and conditions of this Participation Agreement, a limited, revocable, non-exclusive license to display and use the CODBEX Marks solely in connection with providing goods or services through the CODBEX Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without CODBEX’s prior written permission, which it may withhold in its sole discretion. The CODBEX Marks may not be used in any manner that is likely to cause confusion.

You acknowledge that CODBEX is the owner and licensor of the CODBEX Marks, and that your use of the CODBEX Marks will confer no additional interest in or ownership of the CODBEX Marks in you but rather inures to the benefit of CODBEX. You agree to use the CODBEX Marks strictly in accordance with CODBEX’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that CODBEX determines to be nonconforming or otherwise unacceptable.

You agree that you will not:

create any materials that incorporate the CODBEX Marks or any derivatives of the CODBEX Marks other than as expressly approved by CODBEX in writing;
use the CODBEX Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the CODBEX Marks other than in accordance with the terms, conditions and restrictions herein;
take any other action that would jeopardize or impair CODBEX’s rights as owner of the CODBEX Marks or the legality and/or enforceability of the CODBEX Marks, including, without limitation, challenging or opposing CODBEX’s ownership in the CODBEX Marks;
apply for trademark registration or renewal of trademark registration of any of the CODBEX Marks, any derivative of the CODBEX Marks, any combination of the CODBEX Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the CODBEX Marks; or
use the CODBEX Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in CODBEX’s sole discretion. If you create any materials bearing the CODBEX Marks (in violation of this Participation Agreement or otherwise), you agree that upon their creation CODBEX exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the CODBEX Marks or derivative works based on the CODBEX Marks. You further agree to assign any interest or right you may have in such materials to CODBEX, and to provide information and execute any documents as reasonably requested by CODBEX to enable CODBEX to formalize such assignment.

11. THIRD PARTY CONTENT.

The CODBEX Platform includes Your Content, Vendor Content, and content provided by other third parties including other users of the CODBEX Platform (“Content”) for use in conjunction with the CODBEX Platform. THIS CONTENT IS PROVIDED “AS IS”, AND CODBEX MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF SUCH CONTENT. You use such Content at your own risk, and CODBEX shall have no liability to you or any third party based on your use of or reliance on such content. The CODBEX Platform may contain links to external websites (including embedded widgets or other means of access) and information provided on such external websites by CODBEX partners and third-party service providers. CODBEX shall not be responsible for the contents of any linked websites, or any changes or updates to such sites. You further agree that CODBEX shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services made available on the CODBEX Platform by another user or through any linked website. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog in the CODBEX Platform, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content.

12. RESERVATION OF RIGHTS.

CODBEX retains the right to determine the content, appearance, design, functionality and all other aspects of the CODBEX Platform (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the CODBEX Platform and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, your user profile and any or all products, in CODBEX’s sole discretion. CODBEX and/or the third-party payments processor may, in its sole discretion withhold for investigation, refuse to process, and/or cancel any of your transactions.

13. NON-CIRCUMVENTION.

With respect to products for which you are a Closer or Referrer on the CODBEX Platform, you agree to use the CODBEX Platform as your exclusive method for all Sales Fees, Referral Fees, and any other payments for services provided by or to any Vendor, Closer, Referrer, Buyer, or other party introduced to you via the CODBEX Platform, in connection with the sale of such products. You agree to notify CODBEX immediately if another person suggests making or receiving payments outside of the CODBEX Platform. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to CODBEX by sending an email message to: office@codbex.com.

14. PRIVACY OF OTHERS.

You may have the ability to access, monitor, use, or disclose content, data and materials about Vendors, Buyers, Referrers, or Closers through the CODBEX Platform. You agree to maintain the confidentiality of, and protect the privacy and legal rights of such users in accordance with all applicable laws and regulations. You may not disclose, sell, rent, or distribute a user’s information to a third party for purposes unrelated to using the CODBEX Platform. Additionally, you may not use any such information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

15. RESTRICTIONS.

This license may not be transferred by you. You shall not sublicense, license, sell, lease, rent, outsource or otherwise make the CODBEX Platform available to third parties. You shall be responsible for the acts and omissions of anyone accessing the CODBEX Platform with your access credentials as if they were your acts and omissions. You may not access or use the CODBEX Platform if you are a competitor of CODBEX and you may not access or use the CODBEX Platform in order to develop a competing product or service.

16. ACCEPTABLE USE.

When using the CODBEX Platform, you shall not, and you shall ensure that any other user accessing the CODBEX Platform under your account does not: (a) translate, decompile, reverse engineer or otherwise modify any parts of the CODBEX Platform; (b) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another´s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) infringe the intellectual property rights of any entity; (d) interfere with or disrupt the CODBEX software or CODBEX systems used to host the CODBEX Platform, or other equipment or networks connected to the CODBEX Platform; (e) use the CODBEX Platform in the operation of a service bureau, outsourcing or timesharing service; (f) provide, or make available, any links, hypertext (Universal Resource Locator (URL) address) or other similar item (other than a “bookmark” from a web browser), to the CODBEX Platform, or any part thereof; (g) circumvent the user authentication or security of the CODBEX Platform or any host, network, or account related thereto; or (h) use any application programming interface to access the CODBEX Platform other than those made available by CODBEX.

17. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT.

CODBEX respects the intellectual property of others, and expects you and other users of the CODBEX Platform to do the same. If you believe that any materials on the CODBEX Platform infringe upon your copyrights, please provide CODBEX’s Copyright Agent the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed or material which otherwise violates your rights;
a description of where the material that you claim is infringing/violating is located on the CODBEX Platform;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

18. COMPLIANCE WITH LAWS; FRAUD.

The CODBEX Platform may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant’s password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and CODBEX is permitted to cooperate to ensure that violators are prosecuted to the fullest extent of the law. CODBEX has the right, but not the obligation, to monitor any activity and content associated with the CODBEX Platform and investigate as CODBEX deems appropriate. CODBEX also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. CODBEX reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable. CODBEX reserves the right to report any activity that CODBEX suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect CODBEX’s systems and customers, or to ensure the integrity and operation of CODBEX’s business and systems, CODBEX may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

19. PRIVACY; USE OF CODBEX TRANSACTION INFORMATION.

Read the Privacy Policy, which is incorporated as part of this Participation Agreement. The Privacy Policy may be changed by CODBEX and its affiliates in the future. You should check the Privacy Policy frequently for changes. CODBEX and its affiliates may communicate with you in connection with your listings, sales, and the CODBEX Platform, electronically and in other media, and you consent to such communications regardless of any “Customer Communication Preferences” (or similar preferences or requests) you may have indicated through the CODBEX Platform or by any other means. When you use the CODBEX Platform, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from CODBEX or its affiliates (or otherwise) as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder (collectively, “CODBEX Transaction Information”), except you may disclose this information as necessary for you to perform your obligations under this Participation Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. These terms do not prevent you from using other information that you obtain separately from the CODBEX Transaction Information, even if such information is identical to CODBEX Transaction Information, provided that you do not target communications on the basis of the intended recipient being a user of the CODBEX Platform.

20. NO WARRANTIES.

THE CODBEX PLATFORM AND THE MATERIALS ARE PROVIDED ON AN “AS IS” BASIS. CODBEX MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

THE CODBEX PLATFORM AND THE MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER. CODBEX DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE.

Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages, so the above exclusions may not apply to you.

21. GENERAL RELEASE.

BECAUSE CODBEX IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS, VENDORS, REFERRERS AND/OR CLOSERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE CODBEX (AND THEIR RESPECTIVE AGENTS, OFFICERS, REPRESENTATIVES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

22. INDEMNITY/LIMITATION OF LIABILITY.

22.1. INDEMNITY AND DEFENSE.

You will defend, indemnify and hold harmless CODBEX and each of its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Participation Agreement; (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes; (iii) your, your agents or representatives, or Your Company’s negligence or wilful misconduct; (iv) any alleged employment or agency relationship between you and any Vendor or CODBEX, including any claim that any Vendor or CODBEX violated any employment laws, including, but not limited to, those relating to worker classification, overtime, and meal and rest breaks; or (v) any obligation by any Vendor or CODBEX to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with any payment made to you. For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (including a government entity).

22.2. NO INDIRECT DAMAGES.

IN NO EVENT SHALL CODBEX OR its affiliates (and their respective employees, directors, agents and representatives) BE LIABLE TO YOU, YOUR COMPANY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS Participation AGREEMENT, THE CODBEX PLATFORM, THE MATERIALS, THE TRANSACTION PROCESSING SERVICE, THE INABILITY TO USE THE CODBEX PLATFORM OR THE TRANSACTION PROCESSING SERVICE, ANY ALLEGED employment or agency relationship between you and any Vendor or CODBEX or alleged WORKER misclassification of you by any Vendor or CODBEX, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE CODBEX PLATFORM.

22.3. LIMITATION OF LIABILITY.

IN NO EVENT SHALL CODBEX OR its affiliates (and their respective employees, directors, agents and representatives) BE LIABLE TO YOU, YOUR COMPANY OR TO ANY THIRD PARTY FOR ANY DAMAGES IN AN AGGREGATE AMOUNT IN EXCESS OF $500 ARISING OUT OF OR IN CONNECTION WITH THIS Participation AGREEMENT, THE CODBEX PLATFORM, THE MATERIALS, THE TRANSACTION PROCESSING SERVICE, THE INABILITY TO USE THE CODBEX PLATFORM OR THE TRANSACTION PROCESSING SERVICE, ANY ALLEGED employment or agency relationship between you and any Vendor or CODBEX or alleged WORKER misclassification of you by any Vendor or CODBEX, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE CODBEX PLATFORM.

23. APPLICABLE LAW.

The laws of the state of New York govern this Participation Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Each party consents that any dispute or claim relating in any way to this Participation Agreement or your use of the CODBEX Platform will be resolved by binding arbitration as described in Section 24 , rather than in court, except as described in Section 24.3 .

24. DISPUTE RESOLUTION AND ARBITRATION.

24.1. DISPUTES.

CODBEX is not a party to, has no involvement or interest in, makes no representations or warranties as to, and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any Vendor, Buyer, Closer, Referrer, or other third party. Disputes between you and CODBEX are subject to this Section 24. Because CODBEX is not the agent of you and is not the agent of any Buyer, Vendor, Closer or Referrer, CODBEX will not act as any participant’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. CODBEX urges users of the CODBEX Platform to cooperate with each other to resolve such disputes.

24.2. DISPUTE RESOLUTION.

In the interest of resolving disputes between you and CODBEX in the most expedient and cost effective manner, you and CODBEX agree that every dispute arising in connection with this Participation Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Participation Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Participation Agreement.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CODBEX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH THIS PARTICIPATION AGREEMENT OR YOUR USE OF THE CODBEX PLATFORM.

24.3. EXCEPTIONS.

Notwithstanding the provisions of Section 24.2, nothing in this Participation Agreement will be deemed to waive, preclude, or otherwise limit the right of either you or CODBEX to:

bring an individual action in small claims court in New York County, New York; or
seek injunctive relief in a court of law of competent jurisdiction State of New York to address an intellectual property infringement claim.

24.4. ARBITRATOR; LOCATION OF PROCEEDINGS.

Any arbitration under this Participation Agreement will be governed by the Commercial Dispute Resolution Procedures (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Participation Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted:

a) solely on the basis of documents submitted to the arbitrator; b) through a non-appearance based telephone hearing; or c) by an in-person hearing as established by the AAA Rules in New York, New York.

24.5. NOTICE PROCESS.

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if CODBEX does not have a physical address on file for you, by electronic mail (“Notice”) to you.

The Notice must:

describe the nature and basis of the claim or dispute; and
set forth the specific relief sought, as permitted by this Participation Agreement (“Demand”).

You and CODBEX agree to use good faith efforts to resolve the claim directly, but if you and CODBEX do not reach an agreement to do so within 30 days after the Notice is received, you or CODBEX may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or CODBEX must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

24.6. FEES.

If you commence arbitration in accordance with this Participation Agreement, CODBEX will reimburse you for your payment of the filing fee, unless your claim is for more than $1,000, in which case the payment of any filing fees will be decided by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose, then the arbitrator shall require the substantially prevailing party in such claim to be reimbursed its attorneys’ fees and costs from the other party or parties. Except as set forth in the prior sentence, the arbitrator shall not render an award for attorneys’ fees or costs.

24.7. NO CLASS ACTIONS.

YOU AND CODBEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

24.8. ENFORCEABILITY.

Regardless of whether any of this Section 24 is found to be unenforceable, the parties agree that the exclusive venue for any action arising out of or related to this Participation Agreement shall be in the State of New York.

25. TERMINATION; SURVIVAL.

CODBEX, in its sole discretion, may terminate this Participation Agreement, access to part or all of the CODBEX Platform, or any current transactions immediately without notice for any reason. The following Sections survive any termination of this Participation Agreement: Sections 2.5, 2.6, 2.7, 4, 5, 6, 10, 11, 12, 14, and 17 through and including 26.

26. GENERAL PROVISIONS.

26.1. ENTIRE AGREEMENT.

This Participation Agreement, including any terms and conditions incorporated herein by reference, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

26.2. NO AGENCY; THIRD-PARTY BENEFICIARY.

You and CODBEX are independent contractors and nothing in this Participation Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and any Vendor or CODBEX. Nothing expressed or mentioned in or implied from this Participation Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Participation Agreement. This Participation Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of CODBEX, you, and relying Buyers, Vendors, Referrers or Closers.

26.3. SEVERABILITY.

If any provision of this Participation Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

26.4. HEADINGS.

Titles and headings used in this Participation Agreement and any applicable policies, procedures and guidelines are for convenience only and shall not be used in the interpretation of any such documents.

26.5. INTERPRETATION.

The rule of contractual construction that ambiguities shall be construed against the drafter shall not be used in the interpretation of this Participation Agreement and any applicable policies, procedures and guidelines.

26.6. NO WAIVER.

CODBEX will not be considered to have waived any of its rights or remedies described in this Participation Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by CODBEX in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. CODBEX’s failure to enforce the strict performance of any provision of this Participation Agreement will not constitute a waiver of either party’s right to subsequently enforce such provision or any other provisions of this Participation Agreement. CODBEX does not guarantee that it will take action against any or all breaches of this Participation Agreement.