ALL-FROM.EU Free Membership Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!

1. Acceptance of Terms

1.1 WELCOME TO ALL-FROM.EU'S FREE SERVICE (the "SERVICE"). The following sets forth the terms and conditions of the All-From.eu Free Membership Agreement (this "Agreement") between you and ALL FROM("All-From.eu") under which All-From.eu offers you access to the Service through the web site identified by the uniform resource locator www.all-from.eu (the "Site"). Use of the Service indicates that you accept the terms and conditions set forth below. If you do not accept all of the terms and conditions, please do not use the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE" BUTTON", YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT, ALL-FROM.EU’S TERMS OF USE AGREEMENT, ALL-FROM.EU'S  AND ALL-FROM.EU'S PRIVACY POLICY WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE "ALL-FROM.EU TERMS OF USE"). Terms not defined in this Agreement shall bear the same meaning as that contained in the All-From.eu Terms of Use.

1.2 All-From.eu may amend this Agreement at any time by posting the amended and restated Agreement on this Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on December 15th, 2008. Posting by All-From.eu of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of All-From.eu.

2. The Service

2.1 The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.
2.2 The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of All-From.eu and notified to you) ("Free Member Benefits"):

2.3 All-From.eu may terminate all or part of the above Free Member Benefits at any time in its sole discretion. All-From.eu reserves the right to charge for the Service at any time in its sole discretion.

2.4 The Products Posting and Sell Offers Service shall be available only to a business seller whose products are made in Europe. Products can be manufactured in the following European countries:

If you start posting non-European made products, All-From.eu will suspend or terminate such Account at any time without notice to you.

2.5 All-From.eu shall issue a Member ID and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member's Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business entity. Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), will cause irreparable harm to All-From.eu and each Member shall indemnify All-From.eu against any loss or damages (including but not limited to loss of profits) suffered by All-From.eu as a result of such multiple use of an Account. Each Member hereby undertakes to notify All-From.eu immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that All-From.eu shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.

2.6 All-From.eu reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. All-From.eu further reserves the right to introduce new features, functionalities or applications to the Service or to future versions of the Service. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by All-From.eu.

2.7 Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall All-From.eu be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

3. Member Responsibilities

3.1 Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by All-From.eu and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to All-From.eu to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.

3.2 Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Site shall not:

3.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from its business partners and associates to (a) act as such Member's business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member's consent to be obtained before third parties may contact the business referees.

3.4 Member shall not take any action which may undermine the integrity of All-From.eu's feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

3.5 Each Member acknowledges and agrees that All-From.eu shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. All-From.eu does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

3.6 Each Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Site or provides to All-From.eu or authorizes All-From.eu to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Site or provides to All-From.eu or authorizes All-From.eu to display.

3.7 If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if All-From.eu has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any third party, All-From.eu has reasonable grounds to believe that such Member has willfully or materially failed to perform its contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, All-From.eu has the right to suspend or terminate the Service and all Free Member Benefits with respect to such Member without any compensation, and refuse any and all current or future use of the Service or any other services that may be provided by All-From.eu. Further, All-From.eu reserves the right in it sole discretion to remove any material it reasonably believes that is unlawful, could subject All-From.eu to liability, violates this Agreement or the All-From.eu Terms of Use or is otherwise found inappropriate in All-From.eu's opinion. All-From.eu reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, All-From.eu may disclose the Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and All-From.eu shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against All-From.eu for such disclosure. In connection with any of the foregoing, All-From.eu may suspend or terminate the Account of any Member as All-From.eu deems appropriate in its sole discretion.

3.8 Each Member agrees to indemnify All-From.eu, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Member's use of the Service or from such Member's breach of this Agreement or the All-From.eu Terms of Use. Each Member further agrees that All-From.eu is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. All-From.eu reserves the right; at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with All-From.eu in asserting any available defenses.

4. Transactions between Buyers and Suppliers

4.1 Through the Site, All-From.eu provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. All-From.eu does not represent the seller nor the buyer in specific transactions and does not charge any commissions from completing any transactions. As a result, All-From.eu does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.

4.2 Members are hereby made aware that there may be risks of dealing with people acting under false pretences. All-From.eu uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, All-From.eu cannot and does not confirm each user's purported identity. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.

4.3 Each Member acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions. Such risks shall include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents ("Transaction Risks"). Each Member agrees that All-From.eu shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

4.4 Members are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

4.5 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify All-From.eu (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

5. Limitation of Liability

5.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ALL-FROM.EU HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

5.2 ALL-FROM.EU MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE.

5.3 Any material downloaded or otherwise obtained through the use of the Service is done at each Member's sole discretion and risk and each Member is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from All-From.eu or through or from the Service shall create any warranty not expressly stated in this Agreement.

5.4 Under no circumstances shall All-From.eu be held liable for an delay or failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

5.5 All-From.eu shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:

5.6 Notwithstanding any of the foregoing provisions, the aggregate liability of All-From.eu, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Member for all claims arising from the use of the Service or the Site shall be limited to HK$100. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Service must be filed within one (1) year from the date the cause of action arose.

6. Intellectual Property Rights

6.1 All-From.eu is the sole owner or lawful licensee of all the rights to the Service. The Service trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with All-From.eu or its affiliates. All rights not otherwise claimed under this Agreement or by All-From.eu are hereby reserved.

6.2 "ALL-FROM.EU", related icons and logos are registered trademarks or trademarks or service marks of “ALL FROM” JSC in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

7. General

7.1 This Agreement and the All-From.eu Terms of Use constitute the entire agreement between the Member and All-From.eu with respect to and governs the use of the Service, superseding any prior written or oral agreements in relation to the same subject matter herein.

7.2 All-From.eu and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

7.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

7.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

7.5 All-From.eu's failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waives All-From.eu's right to act with respect with subsequent or similar breaches.

7.6 All-From.eu shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity. (including any affiliates of All-From.eu). The Member may not assign, in whole or part, this Agreement to any person or entity.

7.7 This Agreement shall be governed by the laws of the Lithuania without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Lithuania.