Terms and Conditions – Transaction City

PLEASE REVIEW THIS END USER AGREEEMENT (THIS “AGREEMENT”) CAREFULLY, AS IT CONSITUTES A LEGAL AGREEMENT BETWEEN YOU (“USER”, “MEMBER” OR “YOU”) AND ELWC, INC., DBA TRANSACTON CITY (“TRANSACTION CITY”, “OUR” OR “WE”) WITH RESPECT TO THE USE OF TRANSACTION CITY’S SERVICES (“SERVICES”). BY USING OUR SERVICES AND WEBSITE, YOU AGREE TO EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN OR AS AMENDED FROM TIME TO TIME BY TRANSACTION CITY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU WILL NOT BE ALLOWED TO USE THE

1. Services.
   Transaction City assists Members in the purchasing and selling of merchandise, subscriptions and event tickets (“Goods”). Users may place Goods for sale on our website (“Sellers”) while other Users may purchase goods (“Buyers”) from Sellers. Members of our website may be both Buyers and Sellers depending on the transaction. Transaction City is the platform for Buyers to sell goods (“Services”) by posting products for sale (“Listing”).Transaction City is not a party to the transaction between Buyers and Sellers. Transaction City will not be liable for any Goods or the interaction between You, Users, Members, Buyers and Sellers. This includes, but is not limited to, the delivery of Goods, or any other services, any other terms, conditions, warranties or representations associated with transaction on Transaction City. All interactions are solely between You, Users, Members, Buyers and Sellers. Transaction City is under no obligation to become involved in disputes between You, Users, Members, Buyers and Sellers. You agree to release Transaction City, its officers, directors, employees, agents and successors from any claims, damages and demands, whether known or unknown, arising out of or related to use of our Services.

   Transaction City is not responsible for the Goods or the content of a Listing posted by a User. However, Transaction City reserves the right to remove any content, Listing or User at any time for any reason.

2. Listings.
   Sellers may post a Listing on Transaction City for the sale of Goods. Listings may be made in using the “Buy Now”, “Auction”, “Wholesale”, “Liquidations”, “Discounting”, Subscriptions” or “Ticketing” areas. We currently do not charge a fee to post a Listing. However We reserve the right to charge fees for Listing at any time. You will be advised of any fees before You are charged a fee.Additionally, You should check our current Terms of Service and fee structure to verify the current feesinvolved in a transaction before posting a Listing on Our website. The Seller is solely responsible for all content related to their Listing.

   Transaction City does not allow Listing of any merchandise that is inappropriate for minors or of a sexually explicit nature. Any Listings deemed by Transaction City, in their sole discretion, to contain such material will be removed from our website and the User’s account may be closed without notice.

   Transaction City makes no guarantees regarding the Goods, delivery of Goods, transactions, payments or payment processing services used by the Members. We have no control over and do not guarantee the quality, safety, or legality of items in a Listing, the truth or accuracy of Sellers’ Listings, or that a Seller or Buyer will actually complete a transaction. Seller’s may end or cancel a Listing at any time.

   Transaction City reserves the right to remove any Listing at any time without notice and for any reason.The “Buy Now”, “Auction”, “Wholesale”, “Liquidations” and “Discounting” areas of our website is used for Sellers for the sale of general merchandise. The Subscription area is designed for the sale of content subscription services that will provide ongoing delivery of content to a user during the term of the subscription. We do not warrant or guarantee the ongoing delivery of the content. Any concerns or issues with the delivery of subscription content should be addressed with the subscription seller. The Ticketing area of our website is designed for the sale of event tickets. We do not guarantee or warrant the event in any way. If the event is canceled for any reason, Buyers should contact the event Seller for a refund of the ticket prices.

3. Purchases.
   Members of Transaction City may purchase Goods from a Seller. Buyers select the Goods, the Sellers and the prices offered, at their own choosing. It is solely the Buyers’ own choice to participate in a transaction. Buyers agree to make prompt payment for their purchases through PayPal or another approved payment processing company. Buyers are responsible for any fees related to payment processing.Transaction City does not make any representation or warranties concerning the Goods or the Listing. Buyers should investigate the Listing and the Goods before purchasing an item. It is the Seller’s responsibility to provide the Buyer with a receipt of their purchase, promptly ship the Goods and provide the Buyer with any shipping information. Transaction City does not guarantee when the Goods will be shipped. Buyer’s may end or cancel an offer to purchase at any time prior to acceptance by a Seller.
4. Dispute Resolution.
   Transaction City is not a party to any dispute between a Buyer and Seller concerning any aspect of the Goods or the delivery of Goods. If an item is not delivered or is not as advertised, the Buyer should contact the Seller and seek a refund or replacement Goods. If the Buyer is not able to resolve the dispute with the Seller, the Buyer should contact their payment processing company or credit card company and dispute the charge for the Goods.
5. Fees.
   Transaction City does not currently charge a fee to post a Listing. We reserve the right to change our fee structure and charge fees for Listings at any time. You will be advised of any fees before You are charged a fee. Additionally, You should check our current Terms of Service and fee structure to verify the current fees involved in a transaction before posting a Listing on Our website. There may be additional fees charged by payment processing companies, including but not limited to credit card processing fees. These fees may apply to both making payments and receiving payments. Users are advised to check with the third party payment processing companies to verify their fee structure prior to making or receiving any payments.
6. User Content.
   Transaction City Services may provide the User the ability to post product information, images, comments, feedback and other such information related to a Listing. All such postings, along with Listing information are considered “User Content”. You are solely responsible for your User Content that you upload, post, display or otherwise make available on this Service. By submitting such content, You represent and warrant that You are the owner of such content or have the permission of the owner of such content. You agree that Transaction City is only a passive conduit for your online distribution and publication of User Content.You agree not to post content that (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy. Transaction City reserves the right, in its sole discretion, to remove any content that violates these provisions. Further. Transaction City may delete or deactivate your account, block your email or IP address, or otherwise terminate your access to the service immediately and without notice, for any Member that is found to be violating these provisions.

   Transaction City does not have any control over or endorse User Content. Transaction City does not and cannot guarantee the authenticity of User Content. Members use the Service at their own discretion and are solely responsible for any damage or loss resulting said use.

7. Licenses.
   By posting any User Content, You represent and warrant to Transaction City that you have the right to grant to Transaction City a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use your User Content in any way, form or part, whether known or hereinafter developed for use in connection with the Service.All User Content posted to a Listing, shall become the sole and exclusive property of the Seller of that Listing. You herby grant and assign to the Seller all rights, title and interest that you possess in such content posted to that Listing and waive any future claims to such content.

   Under the terms of this Agreement, You are granted a non-exclusive license to use the Service. Transaction City reserves the right to revoke and terminate this license at any time.

8. Proprietary Rights.
   Members retain the ownership rights to their User Content. All other material herein and a part of the Service, including but not limited to, software, texts, graphics, images, logos, patents, trademarks, service marks, copyrights, photographs, audios and videos and all intellectual property rights related thereto are the sole property of Transaction City. Unless otherwise provided in this Agreement, this Agreement shall not be deemed to create a license in or under such intellectual property, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publish, adapt, edit or create derivates materials or content from this Service.
9. Privacy.
   We care about the privacy of our Members. We will not sell or rent your personal information. We will not send you spam. When You participate in a transaction, as a Buyer or Seller, your name and address will be shared with the other party of the transaction. Transaction City uses cookies to store information about your account when you interact with the site. If your web browser permits, you can refuse to accept cookies from Transaction City, but with cookies enabled, Transaction City will be able to remember your account preferences and login information, thus providing a smoother user experience.
10. Security.
    Transaction City is a secure site. We use industry standard Secure Sockets Layer (SSL) encryption on all web pages where personal information is required. We protect your personal information with physical, electronic, and managerial procedures.
11. DCMA Notice.
    If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Transaction City, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:A. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

    B. Identification of the copyrighted work that you claim has been infringed;

    C. Identification of the material that is claimed to be infringing and where it is located on the Service;

    D. Information reasonably sufficient to permit Transaction City to contact you, such as your address, telephone number, and e-mail address;

    E. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

    F. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

    The above information must be submitted to the Transaction City:

    Transaction City

    Attn: DMCA Notice

    __(Street)__________________

    ___City, State, Zip___________

    Telephone & Fax: _____________

    Email: _____________________

    UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

    Please note that this procedure is for notifying Transaction City that your copyrighted material has been infringed. The preceding requirements are intended to comply with Transaction City’s rights and obligations under the DMCA, including 17 U.S.C. 512(c), but does not constitute legal advice. It may be advisable for you contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

12. User Representations.
    You represent that You are eighteen (18) years of age or older. If you are under 18, you are not allowed to use our Service. Further, You represent that You have the written consent of each and every person whose content You are using and you have their permission to use their name and likeness as described in this Agreement, and those people have released You from liability for such use. Further, You represent that your User Content and Transaction City’s use thereof, under this Agreement, will not infringe on the intellectual property rights or any other rights of third parties.
13. Disclaimer of Warranty.
    THE SERVICE IS PROVIDED ON AND IS TO BE USED ON A “AS-IS” AND “ASAVAILABLE” BASIS. YOU ARE USING THIS SERVICE AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT ANY WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHATABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TRANSACTION CITY DOES NOT WARRANT THE CONTENT IS CORRECT OR RELIABLE; THAT THE SERVICE WILL BE AVAILBLE AT ALL TIMES OR LOCATIONS; THAT THE SERVICE MEET YOUR REQUIREMENTS; THAT THE SERVICE IS SECURE OR THAT THE SERVICE IS FREE OF DEFECTS, ERRORS, HARMFUL COMPONENTS OR VIRUSES. ANY CONTENT ACCESSED OR DOWNLOADED FROM THIS SITE IS DONE AT YOUR OWN RISK. TRANSACTION CITY WILL NOT BE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA AS A RESULT OF USE OR DOWNLOADING FROM THIS SERVICE.
14. Indemnification.
    You agree to indemnify, defend and hold harmless Transaction City, and its affiliates, subsidiaries, officers, directors, stockholders, employees, consultants, representatives, agents, successors and assigns from and against any and all claims, losses, liabilities, sums of money, damages, expenses, costs (including, but not limited to, reasonable attorneys’ fees) and/or actions arising from: (i) your act(s) or omission(s); (ii) your violation of any applicable law, including, without limitation, the United States CAN SPAM Act and Canada’s Fighting Internet and Wireless Spam Act; (iii) your breach of any term or condition set forth in this Agreement; (iv) your breach of any of representation(s) or warranties set forth herein; and/or (v) your infringement or misappropriation of any intellectual property rights or other rights of any person or entity.
15. Limitation of Liability.
    In no event will Transaction City or any of its representatives be liable to a Member or any other party for any special, direct, indirect, incidental, exemplary, consequential or punitive damages arising from or related to the service or to this Agreement. No claim may be asserted by You against Transaction City more than twelve (12) months after the date of the cause of action underlying such claim. In the event of any failure, or Transaction City’s non-provision, of the Services, Member’s sole and exclusive remedy shall be for Transaction City to use commercially reasonable efforts to repair or provide the Services.
16. Miscellaneous.
    A. Governing Law. This Agreement will be governed by the laws of the State of New Jersey as applied to agreements entered into and performed entirely within the State of New Jersey, except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods.B. Arbitration. Any dispute or controversy arising under, out of, or in connection with this Agreement shall be resolved by binding arbitration under the commercial rules of the American Arbitration Association before a single arbitrator. Any such arbitration shall be conducted in Piscataway, NJ. Judgment upon any award may be entered in any court of competent jurisdiction. The arbitrator shall be designated by mutual agreement of the parties or, if the parties cannot agree on an arbitrator within ten (10) days after a request for arbitration hereunder, each party shall designate one (1) arbitrator and the arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. The decision of the arbitrator shall be binding and conclusive upon the parties. Notwithstanding the foregoing, Transaction City shall have the right to seek injunctive relief or other equitable or legal remedies in a court of competent jurisdiction in the State of New Jersey, to which jurisdiction, for such purpose, You hereby irrevocably consent.

    C. Relationship. This Agreement does not create a partnership, joint venture or agency relationship between Transaction City and User. User does not have any right, power, or authority to act as a legal representative of Transaction City.

    D. Assignment. User may not transfer, assign, sublicense, or delegate any right or duty under this Agreement to another entity or person without the express written consent of Transaction City. Any such transfer, assignment, sublicense or delegation without consent will be null and void.

    E. Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is illegal, invalid or unenforceable, such portion will not affect or impair the legality, validity or enforceability of any other provisions of this Agreement.

    F. Survival. The provisions of this Agreement that by their nature and context are intended to survive the performance and termination of this Agreement, will survive the completion of performance and termination of this Agreement.

    G. Entire Agreement. This Agreement, as amended from time to time by Transaction City, constitutes the entire agreement and understanding between You and Transaction City and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between the Transaction City and Member.

    H. No Waivers. Transaction City failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default.

    I. Notice. Transaction City may provide Member with general notice by electronic mail to Member’s e-mail address of record, or by written communication sent by first class mail or pre-paid post to Member’s address of record, or to such other address designated by Member and communicated to Transaction City in accordance with the notice delivery provisions stated above. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing if sent by first class mail or pre-paid post, or twelve (12) hours after sending if sent by electronic mail. Except as otherwise provided herein, Member must give notice to Transaction City (such notice shall be deemed given when received by Transaction City) by using one of the following means: (i) letter delivered by a nationally recognized overnight delivery service; or (ii) by first class postage, return receipt requested, prepaid mail to Transaction City; in either event, to the following address: Transaction City ___________________________________________________.