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AchaSoda.com User Agreements


AchaSoda.com Supplemental Services Agreement

PLEASE READ THIS AGREEMENT CAREFULLY

This services agreement (the “Agreement”) is made between you, as a User (as defined below), and the AchaSoda.com entity listed below (“AchaSoda.com” or “we”), which supplements the AchaSoda.com Transaction Services Agreement regarding your use of the AchaSoda.com Supplemental Services (as defined below) provided to registered members of the www.AchaSoda.com online site (“AchaSoda.com Site”).

1. Acceptance of Terms

1.1   You acknowledge that you have read this Agreement prior to your use of AchaSoda.com Supplemental Services.Each time you use AchaSoda.com Supplemental Services you confirm that you agree to be bound by the terms and conditions of this Agreement and any subsequent amendments or modifications as may be made from time to time.

1.2   As some or part of the AchaSoda.com Supplemental Services may be supported and provided by affiliates of AchaSoda.com, AchaSoda.com may delegate some of the AchaSoda.com Supplemental Services to its affiliates.

1.3  We may amend this Agreement any time by posting an updated version at www.AchaSoda.com  (the “AchaSoda.com Site”).The updated version of this Agreement shall take effect immediately upon posting.By continuing to use the AchaSoda.com Supplemental Services, you agree to that the amended terms will apply to you.

2.     AchaSoda.com Supplemental Services

2.1   The “AchaSoda.com Supplemental Services” are services provided by AchaSoda.com and our affiliates to facilitate payments in connection with the online transactions concluded on and through the AchaSoda.com Sites.These transactions (“Online Transactions”) are subject to the AchaSoda.com Transaction Services Agreement .Unless otherwise defined in this Agreement, the capitalized terms shall have the same meanings as used in the AchaSoda.com Transaction Services Agreement.

2.2   The AchaSoda.com Supplemental Services are only available to the registered members of the AchaSoda.com Sites (“Users”).  A User who purchases or acquires any product or service in an Online Transaction is referred to also as a “Buyer”, and a User who sells or provides any product or service in an Online Transaction is also referred to as a “Seller”. If your subscription to any membership services of the AchaSoda.com Sites expires or is terminated for any reason, you are not eligible to use the AchaSoda.com Supplemental Services to conclude online transactions on AchaSoda.com Sites.  In addition, AchaSoda.com is not obliged to provide the AchaSoda.com Supplemental Services where the bank account designated by a Seller in an Online Transaction to receive the transaction price has not been verified and confirmed by AchaSoda.com and our affiliates.

2.3   AchaSoda.com shall have the right to refuse to provide the AchaSoda.com Supplemental Services for any Online Transaction if (a) the Online Transaction does not satisfy the terms and conditions in the AchaSoda.com Transaction Services Agreement or the other applicable terms, rules and policies concerning AchaSoda.com’s transaction services under the AchaSoda.com Transaction Services Agreement  in accordance with AchaSoda.com’s instructions or (b) if AchaSoda.com has reason to believe that the Online Transaction may violate any laws, rules or regulations or may otherwise subject AchaSoda.com or any of our affiliates to liability.

2.4   You agree that AchaSoda.com shall have the sole and absolute discretion to remit funds subject to the terms of this Agreement.

3.     AchaSoda.com Supplemental Services for Online Transactions

3.1   Buyer of an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the AchaSoda.com Website When using AchaSoda.com to submit payment for an AchaSoda.com Online Transaction, payments are processed through accounts owned by AchaSoda.com or one of its affiliates and/or a registered third party service provider acting on AchaSoda.com’s behalf. The funds are received for the Seller in accordance with the AchaSoda.com Transaction Services Agreement. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to AchaSoda.com constitutes final payment to the Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by AchaSoda.com’s account. The payment must be made in US Dollar or any other currencies as supported by AchaSoda.com from time to time.  

3.2   Upon receipt of the Buyer’s payment, AchaSoda.com shall promptly notify AchaSoda.com Sites of the details of the payment. AchaSoda.com shall also monitor and keep safe custody of the received funds and shall not release the funds unless an event set forth in clause 3.3 below occurs.    

3.3   AchaSoda.com shall retain the funds received in connection with an Online Transaction unless, as agreed between Seller and AchaSoda.com, any of the following events occurs:

(a)  in case of the successful completion of the Online Transaction upon Buyer’s confirmation, all the funds will be remitted to Seller;

(b)  in case of absence of the Buyer‘s confirmation of receipt of the goods within the time limit prescribed by Seller and as agreed by AchaSoda.com, all the funds will be remitted to Seller;

(c)  in case of the cancellation of the Online Transaction, all the funds will be refunded to Buyer;

(d)  in case of any settlement agreement reached by Buyer and Seller, the funds will be disposed in accordance with such settlement agreement

(e)  in case that a dispute in relation to Transaction Services has been submitted to AchaSoda.com Sites for AchaSoda.com’s determination and AchaSoda.com’s determination has become final and binding according to clause 10 of the AchaSoda.com Transaction Services Agreement , the funds will be disposed in accordance with AchaSoda.com’s determination; or

(f)  if AchaSoda.com or our affiliates receives any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs us to release the funds, the funds will be disposed in accordance with such order, ruling, award or judgment.

AchaSoda.com is not holding any funds on behalf of Buyer, or in any escrow or trust relationship. Seller has requested that the settlement of funds to Seller be delayed as provided in this clause 3.3. 

3.4 When releasing any funds, AchaSoda.com shall have the right to deduct any financial charges or service fees due and payable to AchaSoda.com (if any) in such amount as instructed by AchaSoda.com pursuant to the agreement between Seller and AchaSoda.com.

3.5 In the event that the Buyer makes payment in a currency that is different from the currency stated in the transaction price of the Online Transaction, any refund made by AchaSoda.com to the Buyer pursuant to this Agreement shall be made in the currency used by the Buyer in the Online Transaction, at the exchange rate utilized by AchaSoda.com to convert from the currency stated in the transaction price as at the date of refund (or such other applicable date), less any applicable charges or fees set out in Clause 3.4 of this Agreement.  Due to currency fluctuations, such amount refunded may be less than the amount paid by the Buyer in the Online Transaction, and AchaSoda.com shall not be liable to any party for any difference in the amount refunded attributable to currency conversion costs or exchange rate movements.

3.6 Unclaimed funds will be held by AchaSoda.com for a period of five years as instructed by AchaSoda.com, at which time, the Seller will be deemed to have waived any claim in respect of such funds or, if required by applicable escheat laws, we will remit the funds (less any fees, if any and to the extent permitted under applicable laws) to the relevant competent authority.  You hereby agree that upon expiry of such period or upon remittance of such funds to the relevant competent authority in accordance to the applicable escheat laws, AchaSoda.com will be relieved of any further obligation to pay those unclaimed funds to you.

3.7 You acknowledge and agree that AchaSoda.com may receive interest for the funds held on behalf of you pursuant to AchaSoda.com Supplemental Services rendered to you in accordance with applicable laws and you will not receive interest or other profits in relation to the AchaSoda.com Supplemental Services.

4. Users’ Responsibilities

4.1   All Online Transactions are concluded by and between Users only. You shall complete Online Transactions in accordance with the AchaSoda.com Transaction Services Agreement and AchaSoda.com Sites’ terms, rules and policies.  You agree that you will not hold AchaSoda.com and our affiliates or agents liable for any Online Transaction or any products or services supplied under any Online Transaction.

4.2   You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for AchaSoda.com’s provision of the AchaSoda.com Supplemental Services.  If your failure to do so results in any delay in the provision of any AchaSoda.com Supplemental Services or cancellation of any Online Transaction, AchaSoda.com and our affiliates shall not be liable for any loss or damages arising from such delay.

4.3   You represent and warrant that:

(a)  you will use the AchaSoda.com Supplemental Services in good faith and in compliance with all applicable laws and regulations;

(b)  the information and material you provide in connection with the use of the AchaSoda.com Supplemental Services is true, lawful and accurate, and is not false, misleading or deceptive;

(c)  you will not use the AchaSoda.com Supplemental Services to defraud AchaSoda.com, our affiliates or other members or users or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law);

(d)  in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights;

(e)  in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and

(f) in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.

4.4   If in AchaSoda.com’s opinion, any User is not acting in good faith, abusing the AchaSoda.com Supplemental Services, or in breach of this Agreement, AchaSoda.com shall have the right to cancel the Online Transaction.

4.5   You as the User shall be solely responsible for payment of any taxes, duties or other governmental levies or any financial charges that may be imposed on any products or services purchased or supplied through the AchaSoda.com Supplemental Services or otherwise arising from the Online Transaction.

4.6   You agree to indemnify AchaSoda.com and our affiliates and our employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the AchaSoda.com Supplemental Services or from User’s breach of this Agreement.  AchaSoda.com reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User shall cooperate with AchaSoda.com in asserting any available defenses.

5. Personal Data Privacy

5.1   You agree that we may collect, hold, use and transfer your personal data in accordance with the Privacy Policy of the AchaSoda.com Sites.

6. Suspension of Systems

6.1   If you are unable to use the AchaSoda.com Supplemental Services directly or indirectly due to any of the following reasons, you agree you will not hold AchaSoda.com its affiliates or agents liable for any default, delay or failure in performing its obligations under this Agreement:

(a)  system suspension which has been announced by AchaSoda.com in advance;

(b)  any Force Majeure Event (as defined under Clause 8).

7. Disclaimer and Limitation of Liability

7.1    AchaSoda.com will only be liable for the obligations expressly set forth in this Agreement.

7.2   You agree that all risks arising from the Online Transaction will be borne by you and your counterparty.

7.3   Users’ information is provided by Users themselves. AchaSoda.com makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the Users’ information. You will be solely responsible for all consequences resulting from your own judgment and decision to use or otherwise rely on such information.

7.4   AchaSoda.com makes no warranty regarding the AchaSoda.com Supplemental Services or any products or services supplied by the sellers under any Online Transaction, including but not limited to:

(a)  the AchaSoda.com Supplemental Services will meet your requirements;

(b)  the AchaSoda.com Supplemental Services will be uninterrupted, timely or error free; OR

(c)  any products, information or material obtained by you in connection with the AchaSoda.com Supplemental Services will meet your requirements.

7.5   Any proposal or material that you may obtain from AchaSoda.com or our staff or through the use of the AchaSoda.com Supplemental Services, whether in writing or oral, shall not constitute AchaSoda.com’s warranty regarding the AchaSoda.com Supplemental Services.

7.6   EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW THE SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES.   ANY AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.

7.7   TO THE FULL EXTENT PERMITTED BY LAW, ACHASODA.COM AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA OR LOSS OF OTHER ECONOMIC INTERESTS, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE  ACHASODA.COM SUPPLEMENTAL SERVICES.

7.8   THE AGGREGATE LIABILITY OF ACHASODA.COM AND OUR AFFILIATES ARISING FROM THE ACHASODA.COM SUPPLEMENTAL SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE TOTAL REMUNERATIONS THAT ACHASODA.COM MAY DERIVE FROM SUCH TRANSACTION.

7.9   By using the AchaSoda.com Supplemental Services, you acknowledge and agree that AchaSoda.com is not a bank and the AchaSoda.com Supplemental Services should in no way be construed as the provision of banking services.  AchaSoda.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the AchaSoda.com Supplemental Services.  AchaSoda.com does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on AchaSoda.com Sites.

7.10 Some states do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the foregoing exclusions or limitations may not apply to you.  You may also have other rights that vary from state to state.

7.11  If you have a dispute with other parties, you release us (and our affiliates and officers, directors, agents, and employees thereof) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.  

8. Force Majeure

No party, its affiliates or agents shall be held liable for any default, delay or failure in performing its obligations under this Agreement resulting directly or indirectly from acts of nature, forces or causes beyond such party’s, its affiliates or agents’ reasonable control, including without limitation, (i) a fire, flood, elements of nature or other acts of God, (ii) an outbreak or escalation of hostilities, war, riots or civil disorders, or an act of terrorism; (iii) Internet failures, computer, telecommunications, electrical power failures or any other equipment failures; (iv) a labor dispute (whether or not employees’ demands are reasonable or within the party’s power to satisfy), (v) acts or omissions of a government authority prohibiting or impeding the affected party (or its affiliates or agents) from performing its obligations under this Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc. or (vi) the nonperformance by a third party for any similar cause beyond the reasonable control of the Party (collectively, a “Force Majeure Event”).  If a Force Majeure Event occurs, the non-performing party will be excused from any further performance of the obligations affected by the event only for as long as the Force Majeure Event continues and the party continues to use commercially reasonable efforts to resume performance.

9. Jurisdiction

9.1 If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the AchaSoda.com Supplemental Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.  If any Dispute arises between Buyer and Seller in connection with an Online Transaction, you agree that such Dispute shall be resolved in accordance with the procedures set forth in clause 10 of the AchaSoda.com Transaction Services Agreement only. If you initiate any legal proceedings against AchaSoda.com or our affiliates in breach of clause 10 of the AchaSoda.com Transaction Services Agreement, you shall indemnify and hold AchaSoda.com and our affiliates, agents, employees, directors, officers and agents harmless and indemnified against any claim, losses, damages that may be suffered by us.

9.2 In any event, you may not make any claim against AchaSoda.com or our affiliates under this Agreement after one year from the date of occurrence of the matter giving rise to the claim.

9.3 Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

10. General Provisions

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

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

10.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

10.4   Any failure by AchaSoda.com to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach.  A waiver shall be effective only if made in writing.

10.5 AchaSoda.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest.  AchaSoda.com may delegate certain of AchaSoda.com rights and responsibilities under this Agreement to independent contractors or other third parties.  User may not assign, in whole or part, this Agreement to any person or entity.

10.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail. 



Transaction Services Agreement 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.THIS AGREEMENT RELATES TO WWW.ACHASODA.COM

 

Thank you for trading on AchaSoda.com’s web-based transaction platforms.  This Transaction Services Agreement (this “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the websites, mobile sites, and other online transaction portals owned, operated, branded or made available by AchaSoda.com (defined below) from time to time which relate to (a) the AchaSoda.com e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator www.AchaSoda.com. This Agreement contains various limitations on AchaSoda.com’s transaction services offered through the Sites as well as gives various powers and authority to AchaSoda.com with respect to online transactions effected using AchaSoda.com’s transaction services offered through the Sites.  This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer or to release the funds to a seller.  You should read this Agreement and, to the extent as applicable, the relevant Transactional Terms (defined in clause 1.1 below), and other rules and policies of AchaSoda.com (including those specified in clause 1.2), and (ii) the agreement between you as a User and AchaSoda.com (as defined below) (the “AchaSoda.com Supplemental Services Agreement”) carefully which are hereby incorporated into this Agreement by reference.

 

1.  Application and Acceptance of Terms

1.1 Transactional Terms. AchaSoda.com provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow registered members of the Sites to conclude online transactions for products or services within the Sites subject to the terms of this Agreement.  AchaSoda.com may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time.  Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.


1.2 General Terms. You agree that you shall also comply with relevant rules and policies published on the Sites which are also incorporated into this Agreement by reference (“General Terms”).  The General Terms include without limitation: Terms of Use;Free Membership Agreement, Product Listing Policy; AchaSoda.com Privacy Policy.

1.3 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and, to the extent as applicable,the AchaSoda.com Supplemental Services Agreement, form a legally binding agreement between you and AchaSoda.com in relation to your use of the Transaction Services.  By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement.  Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.


1.4 Amendments. AchaSoda.com may amend any terms of this Agreement including the Transactional Terms, the General Terms,the AchaSoda.com Supplemental Services Agreement and other related agreements at any time by posting the relevant amended and restated version on the Sites.  The amended terms shall be effective immediately upon posting.  We will endeavor to give you advance notice of material changes to this Agreement.  By continuing to use the Transaction Services, you agree that the amended terms will apply to you.  This Agreement may not otherwise be amended except in writing by an authorized officer of AchaSoda.com.

 

1.5 Language Version. If AchaSoda.com has posted or provided a translation of the English version of any terms of this Agreement, including the Transactional Terms, the General Terms and other related agreements, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services.

1.6 AchaSoda.com Affiliates. Some of the Transaction Services may be supported by our affiliates.

1.7 Additional Terms.  In some cases, you may be required to additionally enter into a separate agreement with AchaSoda.com or our affiliates in connection with the Transaction Services (“Additional Terms”).  If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions (defined below in clause 2.1), as appropriate.

 

1.8 Membership Services.  This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.

2.  Transaction Services


2.1 Transaction Services.  AchaSoda.com’s Transaction Services are designed to facilitate registered members of the Sites to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites (“Online Transactions”), which may include certain services which will be either supported by AchaSoda.com. AchaSoda.com reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice without any liability for any losses or damages arising out of or in connection with such suspension or termination. AchaSoda.com further reserves the right but shall not be obliged to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by AchaSoda.com.

 

2.2 Members Only.  AchaSoda.com’s Transaction Services are only available to registered members of the Sites.  If your subscription to the paid or free membership of the Sites expires or is terminated early for any reason, you are not eligible to use the Transaction Services.  In the event that you have a valid Online Transaction under this Agreement at the point at which your paid or free membership registration on the Sites is terminated, AchaSoda.com shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as AchaSoda.com considers appropriate in its sole discretion.   If you are a Seller, you are required to provide a valid bank account subject to verification and confirmation by AchaSoda.com and our affiliates.

 

2.3 Types of Transactions. AchaSoda.com’s Transaction Services are available to those types of Online Transactions permitted by AchaSoda.com only.  For any type of Online Transactions, AchaSoda.com may limit any or all of the Transaction Services to a specified group of members in accordance with the relevant Transactional Terms.  The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered member may vary for different countries and regions.  No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all members.

 

2.4 Lawful Items. The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4.  You shall not use the Transaction Services in connection with any Online Transaction that:

 

(a) may infringe AchaSoda.com’s or any third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights;

(b) may be in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy; or

(c) may be in breach of other terms of this Agreement including, but not limited to, the Transactional Terms, the General Terms and the AchaSoda.com Supplemental Services Agreement.

AchaSoda.com shall have the right to refuse or cancel any Online Transaction which it determines in its sole discretion to be in breach of this clause 2.4.

 

2.5 Refuse or Cancel Transactions.  Apart from clause 2.4, AchaSoda.com reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by our credit and fraud control department, where AchaSoda.com has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject AchaSoda.com or any of our affiliates to liability.  AchaSoda.com may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to AchaSoda.com upon request.

 

2.6 AchaSoda.com Supplemental Services.

 (a)(i) AchaSoda.com may provide certain services for certain Online Transactions to receive payment of funds in support of Sites for the Online Transactions.

 

(a)(ii) AchaSoda.com may, through its affiliates provide certain services for certain Online Transactions (“AchaSoda.com Supplemental Services”). AchaSoda.com Supplemental Services are provided by AchaSoda.com to receive payment of funds in support of Sites for the Online Transactions.  The AchaSoda.com Supplemental Services are provided in accordance with the terms and conditions set out in the AchaSoda.com Supplemental Services Agreement

 

2.7 Transactional Terms.  For any type of Online Transactions, AchaSoda.com may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.

 

2.8 Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that AchaSoda.com shall have the full right and power to make a determination for such Dispute or to delegate or sub-contract such power to another party.  Upon receipt of a Dispute, AchaSoda.com shall have the right to request either or both of Buyer and Seller to provide supporting documents.  You agree that AchaSoda.com shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that AchaSoda.com is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person.   Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate.  You agree not to hold AchaSoda.com and our affiliates liable for any material which is untrue or misleading. You agree to release and indemnify AchaSoda.com (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 dispute.

 2.9 Powers of AchaSoda.com.  you expressly acknowledge and agree that AchaSoda.com shall have the full power, authority and discretion to reject or cancel an Online Transaction without any liability for any losses or damages arising out of or in connection with such refusal or cancellation and to make a determination on any dispute between buyer and seller. You also acknowledge that the AchaSoda.com Supplemental Services Agreement and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction.  You agree and accept that AchaSoda.com shall have the right to modify or supplement the Transactional Terms at any time.  You further agree and accept that AchaSoda.com shall have the right to make determinations wherever AchaSoda.com considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement.

 2.10 AchaSoda.com’s Records. In case of any dispute in connection with any Online Transaction, the records of AchaSoda.com shall take precedence and be conclusive.

 2.11 Transactions involving a third party finance provider.

You agree that:

 (a) AchaSoda.com does not guarantee any third party finance provider (the “Lender”) will provide financing to Buyer (defined in clause 3 below) in connection with the Online Transaction and shall not be held liable to either Buyer or Seller (defined in clause 3 below) in connection with any third party financing in connection with the Online Transaction;

(b) each of Buyer and Seller hereby authorizes AchaSoda.com to disclose information related to Buyer, Seller and/or the Online Transaction to the Lender in connection with the Lender’s provision of financing for the Online Transaction; and

(c) any dispute with the Lender in connection with the Online Transaction shall be resolved between the Lender and the Buyer.  Notwithstanding the power given to AchaSoda.com under this Agreement, it is not AchaSoda.com’s obligation to resolve or assist in any way in the resolution of such dispute.

 

3.  Transactions between Sellers and Buyers

3.1 Seller and Buyer.  For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.
 

3.2 Online Order.  Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Sites.  Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc., 

 

3.3 Online Transactions Subject to This Agreement.  An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms.  Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement.  Seller or Buyer may only cancel any Online Transaction in accordance with the relevant Transactional Terms.

 

3.4 Transaction between Seller and Buyer Only. Each Online Transaction is made by and between a Seller and a Buyer only.  Despite that AchaSoda.com makes available the Transaction Services and, if applicable, may conduct formality review(s) of an Online Transaction, AchaSoda.com shall not be considered as a party to the Online Transaction.  AchaSoda.com does not represent the Seller nor the Buyer in any Online Transaction.  AchaSoda.com will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction or the ability of either Seller or Buyer to complete any Online Transaction.  You agree that you will not hold AchaSoda.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.

 

3.5 Payment of Contract Price.  For any Online Transaction, Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller through the services of AchaSoda.com unless another option is made available directly by AchaSoda.com on the Site.  When using AchaSoda.com to submit payment for an AchaSoda.com Online Transaction, payments are (in the case of Online Transaction through AchaSoda.com) processed through accounts owned by AchaSoda.com or one of its affiliates and/or a registered third party service provider acting on AchaSoda.com’s behalf.  The funds are received for the Seller in accordance with the Transaction Services Agreement.  Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to AchaSoda.com (as the case may be) constitutes final payment to Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by AchaSoda.com’s account.

 

In the case the Online Transaction adopts AchaSoda.com Supplemental Services, the payment in connection with the Online Transactions concluded will be facilitated by AchaSoda.com.  AchaSoda.com shall not dispose of any such fund except in accordance with AchaSoda.com’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and the AchaSoda.com Supplemental Services Agreement. Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the AchaSoda.com Supplemental Services Agreement.

By using the AchaSoda.com Supplemental Services, you acknowledge and agree that AchaSoda.com is not a bank and the AchaSoda.com Supplemental Services should in no way be construed as the provision of banking services.  AchaSoda.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the AchaSoda.com Supplemental Services.  AchaSoda.com does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the AchaSoda.com Supplemental Services. 

 

3.6 Payment Methods.  Please note that the payment methods available on the Sites may be provided by AchaSoda.com’s partners.  If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that AchaSoda.com has the right to refund the money so requested by the payment service partner without liability to Seller.  AchaSoda.com will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners.  However, if the participation in the dispute resolution process is subject to additional fees, this will be at your own cost only.

 3.7 Third Party Vendors.  You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, etc.   Some of such third party vendors may be partners of AchaSoda.com and thus designated by AchaSoda.com to you.  Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Sites.  Notwithstanding the foregoing, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold AchaSoda.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors. You shall ensure that the third parties comply with Terms of Use and Privacy Policy(as defined above).

 3.8 Your Agent. If you are required to conclude and complete an Online Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you.  If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.

 4. AchaSoda.com Service Fees


4.1 Service Fees. AchaSoda.com charges service fees for Online Transactions according to the fee schedules announced by AchaSoda.com on the Sites. AchaSoda.com reserves the right to charge any service fees for other types of Online Transactions upon prior notification published on the Sites.  We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.

 

4.2 Third Party Fees Not Included. The service fees charged by AchaSoda.com do not include any fees (including all taxes) for any service or product that you may acquire or purchase in connection with the Online Transaction.It shall be your responsibility to settle the fees with such third party vendors.

 

4.3 Taxes, Financial Charges Not Included. All fees charged by AchaSoda.com are exclusive of any taxes (such as VAT), duties or other governmental levies or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event AchaSoda.com is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to AchaSoda.com.  You will also be liable for any financial charges for remission of funds to you, and AchaSoda.com shall have the right to pay such charges from such funds.  AchaSoda.com shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.

 

5.  Member’s Responsibilities


5.1 Provision of Information and Assistance.You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and AchaSoda.com’s provision of the Transaction Services. If you failed to do so this will result in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, AchaSoda.com shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.


  
5.2 Representations and Warranties.You represent and warrant that:

(a)  you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations including laws related to anti-money laundering and counter-terrorism financing;

(b)  all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;

(c)  you will not use the Transaction Services to defraud AchaSoda.com, our affiliates, or other members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and

(d)  in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights; and

(e)  in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and

(f)  in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.

 

5.3 Breaches. If you are, in AchaSoda.com’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise acting in breach of this Agreement, AchaSoda.com shall have the right to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation. AchaSoda.com also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Sites.  AchaSoda.com also reserves the right to (i) temporarily suspend the transaction functionalities of your account with AchaSoda.com for a prescribed period determined by AchaSoda.com, or permanently terminate the use of your AchaSoda.com account and AchaSoda.com may also publish the findings, penalties and other records regarding the breaches on the Sites.

 

5.4 Obligations to Pay Taxes.You shall be solely responsible for payment of any taxes (such as VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.

 

5.5 Feedback System.You shall not take any action which may undermine the integrity of AchaSoda.com’s feedback system, such as providing positive feedback on oneself on the Sites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Sites.

 

5.6 Indemnification by Member.You agree to indemnify AchaSoda.com and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement.  AchaSoda.com reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with AchaSoda.com in asserting any available defenses.

 

5.7 Collection and Use of Information for Transaction Services.  If you have applied for and/or used the Transaction Services of AchaSoda.com, you acknowledge and agree that AchaSoda.com shall have the right to use the information collected about you and your Online Transactions, including but not limited to your credit information, business information, personal information (such as applicant name and home address) and financial information (the “Collected Information”) to facilitate the administration, processing, and operation of your use of the services. In connection with your use of the Transaction Services, AchaSoda.com may use the Collected Information in the manner set out in the Privacy Policy and/or personal information collection statement relevant to the Transaction Services that you have agreed to prior to or during your application for and use of the Transaction Services.

 

6.  Confidentiality

6.1 Confidential Obligations.You shall keep confidential all confidential information provided by other members of the Sites or by AchaSoda.com or any of its affiliates in connection with any Online Transaction or the Transaction Services.

 

6.2 Confidential Information. All information and material provided by another member of the Sites or by AchaSoda.com or any of its affiliates will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.

 

6.3 Data Protection and Privacy.You must read the privacy policies of Sites which govern the protection and use of personal information of Buyers and Sellers in the possession of AchaSoda.com and its affiliates and explains how your personal information may be processed in connection with products and services offered by AchaSoda.com. Our Privacy Policy can be accessed at AchaSoda.com Privacy Policy.

 

6.4 Data Protection and Privacy Role of Sellers. Sellers acknowledge that they have their own data protection and privacy compliance responsibilities with respect to personal information of Buyers or other individuals that the Seller processes. Sellers represent and warrant, and undertake to AchaSoda.com to ensure, that in relation to such personal information they are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining their own records of such personal information independently of the platform (to the extent required under applicable laws), complying with direct marketing laws, and responding to requests by individuals to exercise their rights under such laws. Neither AchaSoda.com nor any of its affiliates is responsible or liable for a Seller's fulfilment of their obligations under applicable data protection and privacy laws. For the avoidance of doubt, in relation to such personal information the liability and obligations of AchaSoda.com and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of Sellers under such laws. AchaSoda.com shall have no liability to any Sellers for the compliance, by AchaSoda.com or its affiliates, with its or their own obligations under applicable data protection or privacy laws, including without limitation in relation to the exercise by Buyers or other individuals of their rights regarding their personal information processed in connection with any services and products provided by AchaSoda.com.

 

7.  Disclaimer and Limitation of Liability


7.1 No Warranty.  You expressly agree that your use of the Transaction Services is at your sole risk.  TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES, AND ACHASODA.COM MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE.   ACHASODA.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE ACHASODA.COM SITES.  YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION.  ACHASODA.COM AND OUR AFFILIATES FURTHER 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 EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.  ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.

 

7.2 Exclusion and Limitation of Liabilities. TO THE FULL EXTENT PERMITTED BY LAW, ACHASODA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES.  THE AGGREGATE LIABILITY OF ACHASODA.COM AND OUR AFFILIATES AND AGENTS ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY ACHASODA.COM.

 

7.3 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.  YOU MAY ALSO HAVE OTHER RIGHTS UNDER YOUR LOCAL LAW IN YOUR STATE, PROVINCE OR COUNTRY THAT VARY FROM STATE TO STATE. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE TO YOU.


8.  Force Majeure


8.1 Force Majeure. Under no circumstances shall AchaSoda.com and our affiliates and agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labor or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.


9.  Notices

9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Sites.  Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid.  Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five days after the date of mailing.  Except as explicitly stated otherwise, legal notices shall be served on AchaSoda.com by sending the notices to AchaSoda.com personally, by courier or certified mail.

 

10.  Governing Law; Jurisdiction

10.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF GOVERNMENT OF PAKISTAN.


10.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your access to or use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.


10.3 DISPUTE BETWEEN BUYER AND SELLER. IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER , IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO ACHASODA.COM FOR DETERMINATION. EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT ACHASODA.COM’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. ACCORDING TO SUCH DETERMINATION, AND IN THE CASE THE ONLINE TRANSACTION ADOPTS ACHASODA.COM SUPPLEMENTAL SERVICES, ACHASODA.COM MAY DISPOSE OF THE FUNDS HELD BY ACHASODA.COM ACCORDING TO SUCH DETERMINATION. 

 

10.4 Disputes between you and AchaSoda.com. In case a Dispute arises between you and AchaSoda.com, if the Dispute is not resolved between you and AchaSoda.com by amicable negotiations and except as otherwise stipulated under applicable law, you and AchaSoda.com agree that the Dispute shall be finally resolved by arbitration with the Government of Pakistan

 

10.5 THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES.  THE ARBITRATION AWARD RENDERED BY THE GOVERNMENT OF PAKSITAN SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.

 

10.6 Indemnification.  If you initiate any legal proceedings against AchaSoda.com or our affiliates in breach of this clause 10, including any legal proceedings disputing AchaSoda.com’s determination which has become binding on you according to this clause 10, you shall hold AchaSoda.com and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.


10.7 Limitation Period.  In any event, you may not make any claim against AchaSoda.com or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.


10.8 Injunctive Relief.  Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.


11.   General Provisions

11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and AchaSoda.com with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.


11.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.


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


11.4 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.


11.5 No Waiver. Any failure by AchaSoda.com and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach.  A waiver shall be effective only if made in writing.


11.6 Assignment. AchaSoda.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest.  AchaSoda.com may delegate certain of AchaSoda.com rights and responsibilities under this Agreement to independent contractors or other third parties.  You may not assign, in whole or part, this Agreement to any person or entity.



Free Membership Agreement

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS. THIS AGREEMENT RELATES TO WWW.ACHASODA.COM, 

 

1.         ACCEPTANCE OF TERMS

1.1    WELCOME TO ACHASODA.COM'S FREE SERVICE (the "SERVICE"). The following sets forth the terms and conditions of the AchaSoda.com Free Membership Agreement (this "Agreement") between you (“Member”) and the AchaSoda.com contracting company determined in accordance with this clause 1.1 ("AchaSoda.com") under which AchaSoda.com offers you access to and use of the Service through the websites, mobile sites and other portals owned, operated, branded or made available by AchaSoda.com.

As some or part of the Service may be supported and provided by affiliates of AchaSoda.com, AchaSoda.com may delegate some aspects of the Service to its affiliates. 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, THE SITE’S TERMS OF USE AGREEMENTPRODUCT LISTING POLICY AND PRIVACY POLICY (DEFINED BELOW) WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE "TERMS OF USE"). The AchaSoda.com Free Membership Agreement will not take effect unless and until you have activated your Account. Terms not defined in this Agreement shall bear the same meaning as that contained in the Terms of Use.

1.2    AchaSoda.com may amend this Agreement at any time by posting the amended and restated Agreement on the Sites. The amended and restated Agreement shall be effective immediately upon posting. Posting by AchaSoda.com of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms.


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 AchaSoda.com and notified to you) ("Free Member Benefits"):

a) Company Profile - allows each Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.

b) Products - allows each Member to display and edit descriptions, specifications and images of at least 5 products.

c) Unlimited Buyer Trade Lead Posting - allows each Member to post on the Sites for public display offers to buy products and services from other users of the Sites.

 

2.3    AchaSoda.com may suspend or terminate all or part of the above Free Member Benefits at any time in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination. AchaSoda.com reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.

2.4    Benefits, features and functions available to a Member may vary for different countries and regions.  No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.

2.5    The availability of any transactional features and functions on the Sites to any Member may be conditional on verification of Member’s identity and/or its designated bank account by AchaSoda.com and/or its approved independent third parties.

2.6    AchaSoda.com 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 use of and activities that occur under the Member ID and Password (whether such use or activities are authorized or not). 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, even to other individuals within the Member's own business entity (where applicable). 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"), may cause irreparable harm to AchaSoda.com and each Member shall indemnify AchaSoda.com against any loss or damages (including but not limited to loss of profits) suffered by AchaSoda.com as a result of such multiple use of an Account. Each Member hereby undertakes to notify AchaSoda.com immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that AchaSoda.com shall not be liable for any loss or damages arising from the Member's failure to comply with this paragraph.

2.7    AchaSoda.com 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. AchaSoda.com further reserves the right but shall not be obliged to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by AchaSoda.com

2.8    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 AchaSoda.com 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 losses or damages (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

 

2.9 If you voluntarily submit any information to the Sites for publication on the Sites through the publishing tools, including but not limited to, company or business profile, product catalog, trade leads, and any discussion forum, then you are deemed to have given consent to the publication of such information on the Sites.

 

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 AchaSoda.com and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. To the extent permitted under applicable laws, each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to AchaSoda.com 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. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

 

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

a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;

b) be part of a scheme to defraud other Members or other users of the Sites or for any other unlawful purpose;

c) infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;

d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

f) contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;

g) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;

h) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

i) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;

j) involve attempts to copy, reproduce, exploit or expropriate AchaSoda.com's various proprietary directories, databases and listings;

k) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and

l) involve any scheme to undermine the integrity of the computer systems or networks used by AchaSoda.com and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;

m) link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or the Terms of Use; or

n) otherwise create any liability for AchaSoda.com or its affiliates.

 

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 such referee 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 AchaSoda.com'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 AchaSoda.com reserves the right to, but 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. AchaSoda.com 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 Sites or provides to AchaSoda.com or authorizes AchaSoda.com 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 Sites or provides to AchaSoda.com or authorizes AchaSoda.com 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 AchaSoda.com 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 other Member or third party, AchaSoda.com 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 a Member who supplies products or services using the Sites and Services has failed to deliver any items ordered by such third party after receipt of the purchase price, or where such Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if AchaSoda.com has reasonable grounds to believe that such Member has used a stolen credit card or other false or misleading information in any online transaction, AchaSoda.com has the right to suspend or terminate the Service and all Free Member Benefits with respect to such Member without compensation and without liability for any losses or damages arising out of or in connection with such suspension or termination, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by AchaSoda.com. Further, AchaSoda.com reserves the right in its sole discretion to place restrictions on the number of product listings that a Member can post on the Sites for such duration as AchaSoda.com may consider appropriate, and to remove any material it reasonably believes that is unlawful, could subject AchaSoda.com to liability, violates this Agreement or the Terms of Use or is otherwise found inappropriate in AchaSoda.com's opinion. AchaSoda.com reserves the right to cooperate fully with governmental and regulatory authorities, law enforcement bodies, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted under applicable laws and policies, AchaSoda.com may disclose the Member's identity, contact information and/or information regarding the Member's account(s), transactions or activities carried out on or via the Sites, if requested by a government, regulatory or law enforcement body or an injured third party, or as a result of a subpoena or other legal action, and AchaSoda.com shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against AchaSoda.com for such disclosure. In connection with any of the foregoing, AchaSoda.com may suspend or terminate the Account of any Member as AchaSoda.com deems appropriate in its sole discretion.

3.8 Each Member agrees to indemnify AchaSoda.com, 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 Terms of Use. Each Member further agrees that AchaSoda.com 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. AchaSoda.com reserves the right; at its 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 AchaSoda.com in asserting any available defenses.

 

4.        TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS

4.1 Through the Sites, AchaSoda.com provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. AchaSoda.com reserves the right to limit certain features and functions of the platform to prescribed Members.  Despite the provision of the platform through the Sites, AchaSoda.com does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via the Sites. AchaSoda.com 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 Sites 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 pretenses. AchaSoda.com uses several techniques to verify the accuracy of the information our users provide us when they register on the Sites. However, because user verification on the Internet is difficult, AchaSoda.com cannot and does not confirm each free member's purported identity shown on the Sites and can only use reasonable efforts to verify the personal identity of the representative of a seller. We encourage you to use the various tools available on the Sites, as well as common sense, to evaluate with whom you are dealing.

 

4.3 Each Member accessing or using the Sites or Service shall fully assume the risks of conducting any purchase and sale transactions in connection with or through the Sites or Service. 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 AchaSoda.com 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 setting out, agreeing on, entering into and performing all of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage, subject to any additional obligations imposed under the Transactional Services Agreement (and in particular, clause 3.2).

 

4.5 Member agrees to provide all information and materials as may be reasonably required by AchaSoda.com in connection with its transactions made via the transactional platform on the Sites.  AchaSoda.com has the right to suspend or terminate any Member’s Account if the Member fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.

 

4.6 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify AchaSoda.com (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 dispute or the transaction.

 

5.        USE OF DISCUSSION BOARDS ON THE SITE

 

5.1 AchaSoda.com provides its Members use of discussion boards on the Sites free of charge to promote and encourage open, honest and respectful communication between all of our Members. The discussion boards on the Sites shall not be used as a marketing platform by Members and Members shall not post any information relating to trade leads, promotion of their products or their company profile.

 

5.2 Each Member acknowledges that all data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted through a discussion board on the Sites, are the sole responsibility of such Member from whom the Content originated. This means that the posting Member, and not AchaSoda.com, is entirely responsible for all Content that is uploaded or posted via our discussion boards on the Sites. AchaSoda.com does not control the Content posted via discussion boards and therefore does not guarantee the accuracy, integrity or quality of such Content.

 

5.3 AchaSoda.com reserves the right to, but shall have no obligation to, delete or edit any postings in its sole discretion without prior notice. AchaSoda.com may but shall not be obliged to monitor posting activities of any Member who is in breach of this Agreement and may restrict their ability to post messages on the discussion boards on the Sites. Under no circumstances will AchaSoda.com be liable in any way for any Content, including (without limitation) any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of the discussion boards by such Member. Each Member agrees to evaluate and bear all risks associated with the use of any Content including any reliance on its accuracy or completeness. Each Member understands that by using the AchaSoda.com discussion boards on the Sites, such Member may be exposed to Content that is offensive, indecent or objectionable.

 

5.4 Without prejudice to each Member's responsibilities under clause 3 of this Agreement, each Member agrees not to use the discussion boards on the Sites to:

 

a) upload, post or e-mail any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b) harm minors in any way;

c) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any Content;

d) "stalk" or otherwise harass another;

e) to use the personal data about other users for purposes unrelated to the discussion board or to disclose personal data on the discussion board about third parties without their authorization

f) upload, post or e-mail any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;

g) upload, post or e-mail any Content that infringes any intellectual property rights or other legitimate rights of any party;

h) upload, post or e-mail any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", or any other form of solicitation;

i) upload, post or e-mail any Content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

j) upload, post or e-mail any Content that contains a complaint regarding AchaSoda.com's services or refers to such a complaint on the Sites or to any other Members; any such complaint must be directed to the customer service e-mail on the Sites; or

k) violate any applicable national or internal laws or regulations.

 

5.5 Each Member acknowledges that AchaSoda.com does not pre-screen Content but that AchaSoda.com shall have the right (though not the obligation) in its sole discretion to move, modify or remove any Content that is posted or

 

5.6 To the extent permitted under applicable laws, each Member grants to AchaSoda.com a perpetual, world-wide, royalty-free irrevocable, non-exclusive license (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any Content (in whole or part) such Member uploaded, posted or supplied to AchaSoda.com for posting on the Sites and/or to incorporate such Content in other works in any form, media or technology now known or developed. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

 

5.7 Each Member shall indemnify and hold AchaSoda.com and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any Content such Member uploaded, posted or e-mailed on or through the discussion boards on the Sites, such Member's use of the discussion boards on the Sites, or such Member's breach of the provisions set out in clause 5.4.

 

5.8 On being made aware of any such breaches, AchaSoda.com may ban, delete or prohibit any Content that relates to those breaches or that AchaSoda.com in its sole discretion consider to be harmful to the public or the rights of AchaSoda.com or any of its affiliates, licensors, partners or Members.

 

5.9 AchaSoda.com reserves the right to take whatever action it deems necessary to prevent a Member's breach of clause 5.4 including the following:

 

a) issue a warning letter to the relevant Member (where the breaches are deemed by AchaSoda.com to be minor); or

b) ban the relevant Member from discussion boards on the Sites (where the breaches are deemed by AchaSoda.com to be major).

 

All incidents will be logged and AchaSoda.com's decision shall be final in all such cases.

 

5.10 All information and/or other Content posted on the Sites by the AchaSoda.com service team or by Members or third party partners is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice or a legal opinion. Members are encouraged to seek independent professional advice in such situations.

 

6.        LIMITATION OF LIABILITY

6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ACHASODA.COM 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.

 

6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACHASODA.COM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES.

 

6.3 Any material downloaded or otherwise obtained through the access to or use of the Sites or 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 any 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 AchaSoda.com or through or from the Service shall create any warranty not expressly stated in this Agreement.

6.4 The Sites may make available to User services or products provided by independent third parties.  No warranty or representation is made with regard to such services or products.  In no event shall AchaSoda.com or its affiliates be held liable for any such services or products.

 

6.5 Under no circumstances shall AchaSoda.com 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.

 

6.6 To the extent permitted by law, AchaSoda.com 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:

 

a) the use or the inability to use the Service;

b) any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Sites;

c) unauthorized access by third parties to data or private information of any Member;

d) statements or conduct of any user of the Sites; or

e) any other matter relating to the Sites or Service however arising, including negligence.

 

7.       INTELLECTUAL PROPERTY RIGHTS

7.1 AchaSoda.com is the sole owner or lawful licensee of all the rights to the Service. The Service embodies 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 AchaSoda.com, its affiliates or licensors, as the case may be. All rights not otherwise claimed under this Agreement or by AchaSoda.com are hereby reserved.

 

7.2 "ACHASODA.COM" and related icons and logos are registered trademarks of AchaSoda.com and its affiliates 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.

 

8. GENERAL

8.1 This Agreement and the Terms of Use constitute the entire agreement between the Member and AchaSoda.com 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.

 

8.2 AchaSoda.com 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.

 

8.3 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.

 

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

 

8.5 AchaSoda.com'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 waive AchaSoda.com's right to act with respect with subsequent or similar breaches.


8.6 AchaSoda.com 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 AchaSoda.com). The Member may not assign, in whole or part, this Agreement to any person or entity.

 

8.7 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.

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