This agreement starts the day your Associate membership is approved.
BETWEEN:
1Point Commerce operates under the domain name www.1Commerce.com, which is owned by ABBADAI GROUP S.A, a privately held Panamanian company, having its principal place of business and operations at the following address:
61 Damascus Street,
Amman, 11183
Jordan
Website Address: www.1Commerce.com
Email: Info@1Commerce.com
("1Point")
AND
(the "Associate")
WHEREAS
A. 1Point has created a hybrid (online and offline), decentralized global B2B commerce network (the "Network") designed to facilitate and enhance international trade and commerce; and
B. The Associate desires to have access to the Network.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, the parties hereby covenant, agree, represent, and warrant as follows:
Subject to the terms and conditions of this agreement, the Associate hereby applies for without any charges or fees, and 1Point upon approval hereby grants to the "Associate" membership in the Network (the "Associate Membership").
The initial duration of the "Associate Membership" shall be for one year. However, the option for renewal is available subject to the mutual consent of both parties.
Obligations of 1Point
1Point shall endeavor to maintain and expand the Network so as to maximize the benefits to Associates.
Obligations of Associates:
The Associate shall:
1- abide by the letter and the spirit of the "Code of Ethics" of 1Point as may be amended from time to time.
2- post only accurate true and complete information on the Network and update such information as is necessary in connection with the same from time to time.
3- complete the Associate Membership Application Form in a true, complete, and accurate manner.
4- provide 1Point members with good service at a good price.
5- promote the 1Point operation to the companies they have dealings with, and
6- be able to communicate in English as well as the local language.
Indemnity
1- The Associate and every director, officer, shareholder, and employee of the Associate shall indemnify and save harmless 1Point and all of 1Point‘s directors, officers, representatives, associates, traders, shareholders, and affiliates, from any and all losses, damages, and costs incurred by 1Point, its directors, officers, representatives, associates, traders, shareholders, and affiliates resulting out of or in any way in connection with any breach of the Associate‘s obligations hereunder. The indemnity provided by this section 1 shall survive the expiration or termination of this agreement.
2- The Associate agrees that 1Point shall not be liable for any direct, or indirect damages, resulting from the use or the inability to use the Network or for the cost of procurement of substitute goods and services or resulting from any goods or services purchased or obtained or transactions entered into through or from the Network or resulting from unauthorized access to the Network, including but not limited to, damages for loss of profits, or other intangible, even if 1Point has been advised of the possibility of such damages, and
3- The Associate further agrees that 1Point shall not be liable for any damages arising from interruption or suspension of service, including but not limited to direct, indirect, incidental, special consequential, or exemplary damages, whether such interruption, suspension or termination was justified or not, negligent, inadvertent or intentional.
Operation Manual
Once your membership is approved, you will have access to the Operation Manual. The Operation Manual will become accessible in the [My 1Commerce] link once the membership is approved. Every Associate is expected to read and operate this Operation Manual.
Termination
1Point may terminate this agreement immediately without notice. The Associate may terminate this agreement upon 30 days written notice to 1Point. In the event of a breach by the Associate, 1Point may, without notice, immediately terminate this agreement.
Ownership of Intellectual Property
The Associate acknowledges that the Network, and all trademarks in connection therewith, uses, applications, and intellectual property, books, manuals, documents, and all other tangible or intellectual property in connection therewith is solely owned by or on behalf of 1Point and nothing in this agreement shall in any way give or be deemed to give to the Associate any interest therein except for the right to make use of the Network on the terms and conditions set out in this agreement.
Change in Address
1Point’s address MAY change from time to time for any reason. We will notify you of any changes to our address by posting the new address on this website and/or informing you via email. You are advised to consult this webpage regularly for any changes, as continued use is deemed approval of all changes.
Assumption of Risk
Associate agrees and understands that their participation may involve risks. These risks may lead to tangible or intangible harm, and the Associate agrees that these risks may result not only from their actions but also from the actions of others. With the knowledge and understanding of these risks, Associate chooses, of their own will and volition, to continue participating in the Service.
Representation
Associate agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement.
Entire Agreement
This Agreement constitutes the entire understanding between Associate and 1Point with respect to any and all use of the “Associate Membership”. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties' relationship.
Counterparts
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.
Survival
Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.
Severability
If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
Dispute Resolution
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the city and country of Panama City, Panama; and noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by the applicable and governing law of Panama. Each Party shall pay its costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by 1Point will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial regarding arbitral claims.
Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of Panama without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in the following city and country: Panama City, Panama.
Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other, personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
Headings
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
IN WITNESS WHEREOF, the Parties execute the Agreement.
1POINT COMMERCE operates under the domain name www.1Commerce.com, which is owned by ABBADAI GROUP S.A., a privately held Panamanian company.