General Terms and Conditions for the Use of the eTrade Center

Preamble
Upon registration as a user or member of the eTrade Center the user or member (hereinafter referred to as the "User") acknowledges and agrees that these General Terms and Conditions (hereinafter referred to as the "GTC") shall be binding to the contractual relationship between the User and the eTrade Center.

The eTrade Center operates the services of the eTrade Center on the Internet under various top-level-domains (e.g. www.etradecenter.com, etrade-center.com, etrade-centre.com, the etradecenter.org), as well as under various sub-domains and aliases of such top-level-domains. The entirety of the websites on which the eTrade Center provides the services of the eTrade Center are hereinafter collectively referred to as the "the eTrade Center-Websites".

These GTC shall govern the contractual relationship between the User and the eTrade Center irrespective of from which of the the eTrade Center-Websites the User registers with or logs in to the the eTrade Center-Websites.

1. Subject Matter

1.1. The the eTrade Center-Websites offer two alternatives of use to registered users: (I) a private contact forum free of charge (membership in this forum is hereinafter referred to as the "Complementary Membership"), and (II) a private communication forum for the initiation of business contacts (membership in this forum is hereinafter referred to as the "Premium Membership").

1.2. Details about the applicable fees for the Premium Membership are set forth on the the eTrade Center-Websites under "Costs and Services". The fees listed under "Costs and Services" are binding. Payments for the Premium Membership shall be due and owing immediately after the successful registration by the User. The User may effect payment by (I) the automatic debit transfer systems offered by the eTrade Center, (II) the accepted credit cards, or (III) by means of the available online payment systems. If the eTrade Center cannot collect any fees due and payable from an account designated by the User due to lack of coverage of said account, the User shall bear all costs arising therefrom, including without limitation bank charges related to any debit entries and/or similar charges. The eTrade Center is entitled to deliver invoices for the Premium Membership fees by e-mail to the User, and in addition the eTrade Center shall provide said invoices for download by the User in the Premium Membership area of the the eTrade Center-Websites for a period of one (1) year from the date of invoicing.

1.3. Any use of any of the services and/or contents offered on the the eTrade Center-Websites in excess of the scope of use as provided by the eTrade Center is inadmissible without the prior written consent of the eTrade Center.

1.4. The eTrade Center shall make available all data and/or information provided by the User, unless said data and/or information breaches (I) any applicable law or statute or (II) any of the terms and conditions of these GTC. The eTrade Center is entitled to remove any data and/or information not in compliance with the foregoing provision without giving prior notice to the User.

1.5. The User acknowledges and agrees that it is technologically impossible to achieve a 100 %-availability of the the eTrade Center-Websites. The eTrade Center shall strive to constantly provide the the eTrade Center-Websites to the extent possible. Events such as for example maintenance works, safety or capacity requirements, and/or events beyond the eTrade Center's reasonable sphere of control (e.g. disruptions in public communication networks, power failures etc.), may result in short disturbances or in temporary interruptions of the services provided on the the eTrade Center-Websites.

1.6. The eTrade Center offers the eTrade Center's Internet platform solely with the intent to bring the User together with other users, and the eTrade Center merely provides technological applications allowing the User to contact other users. In no event shall the eTrade Center participate in any communication (business, trading, offering, buying, selling or negociating) among the User with other users. If the User enters into agreements with other users via the the eTrade Center-Websites, the eTrade Center shall not be a contracting party to these agreements, and in no event shall the eTrade Center be responsible for the execution and/or fulfillment of contracts between the User and any other user. The eTrade Center does not warrant nor represent that the User may successfully establish the contact to any other user regarding any agreements made via the the eTrade Center-Websites. Further, the eTrade Center shall not be liable to any user for a breach of duties under these agreements.

2. Representations and Warranties upon Registration

2.1. The User must register prior to using any of the services on the the eTrade Center-Websites.

2.2. The User warrants and represents that all of the data provided by the User for registration is accurate and complete. The User shall report any changes in the registration data to the eTrade Center without undue delay.

It is inadmissible for the User to use pseudonyms or pen names.

2.3. The User warrants and represents,

- that the User is of legal age at the time of registration,
- that the User uses the the eTrade Center-Websites exclusively in the User's commercial activities.

2.4. The User shall select a password upon registration. The User is obliged to keep the password secret. The eTrade Center shall not disclose the password to any third party and the eTrade Center shall not request the User's password at any time.

2.5. The User is entitled to register with the eTrade Center only once, and the User may only establish one (1) user profile.

2.6. It is technologically impossible for the eTrade Center to determine with certainty whether any user registered with the eTrade Center is in fact the person which such user represents to be. The eTrade Center does not warrant nor represent the correctness of any user's represented identity, and each user is solely responsible to check the correctness of the identity of any other user.

3. Obligations of the User

3.1. The User is obliged

3.1.1. to provide true and non-misleading statements in the User's profile and in the User's communication with other users, and to refrain from using any pseudonyms or pen names.

3.1.2. to comply, when using the contents and services on the the eTrade Center-Websites, with all applicable laws and statutes, including without limitation all intellectual property rights and any other rights of any third party. In particular, without limitation, the User shall not,

- use any insulting or defamatory contents, regardless of whether said contents addresses any other user or any personnel of the eTrade Center or any other companies,
- use any pornographic contents or any contents not in compliance with any applicable laws or statutes for the protection of minors, and the User shall neither advertise nor promote, offer or distribute any pornographic products or products which do not comply with any applicable laws or statutes for the protection of minors,
- unreasonably disturb any other user, in particular by using,
- use any contents protected by law or statute (e.g. by copyright, trademark, patent, utility patent, or design patent laws), without being entitled to do so, nor to advertise, promote, offer or distribute any goods or services protected by law or statute, or
- use or promote any unfair competition commercial practices, including without limitation progressive customer acquisition practices (such as, for example, chain distribution systems, multilevel selling or pyramid sales).

3.1.3. to refrain from undertaking any of the following molesting actions, even if they do not constitute a breach of any applicable laws or statutes:

- Sending chain letters,
- Sending identical private messages to more than one (1) user at the same time,
- Performing, advertising and promoting any form of multi-level marketing, or
- Using any insinuating or sexual communication, neither suggestive nor explicit.

3.2. The following actions are inadmissible to the User:

- Use of any mechanisms, software or scripts in connection with the use of the the eTrade Center-Websites. However, the User may use the interfaces or software provided by the eTrade Center within the scope of the services available on the the eTrade Center-Websites.
- Blocking, overwriting, modifying and copying of any contents of the the eTrade Center-Websites, unless said actions are mandatory for the proper use of the services on the the eTrade Center-Websites. For avoidance of doubt and as an example, the use of "Robot/Crawler"-search engine technologies is not mandatory for the proper use and is therefore inadmissible;
- Distributing or publicly displaying the contents of any of the websites of the eTrade Center or any other user,
- Performing any actions which may impair the operability of the eTrade Center's infrastructure, including without limitation actions which may unreasonably overload said infrastructure.

4. Changes in the Services on the the eTrade Center-Websites

The eTrade Center reserves the right to modify the services offered on the the eTrade Center-Websites and/or to offer different services than the ones offered at the time of the User's registration at any time, to the extent reasonable to the User.

5. Termination of Membership, Repayment of Advance Payments

5.1. The User may terminate the Complementary Membership at any time without cause. The User may deliver notice of termination using the contact form provided under the link "Contact" accessible from each of the the eTrade Center-Websites. The termination notice shall include the registered name of the User and an e-mail address of the User registered on one of the the eTrade Center-Websites.

5.2. The User may terminate the Premium Membership to the end of the minimum runtime chosen by the User in the course of the registration process, or to the end of any renewal period after said minimum runtime, without cause, giving seven (7) work days notice. The User may deliver notice of termination using the contact form provided under the link "Contact" accessible from each of the the eTrade Center-Websites, or by facsimile or letter post. The termination notice shall include the registered name of the User and an e-mail address of the User registered on the the eTrade Center-Websites. If the User has terminated the Premium Membership, the User is entitled to retain a Complementary Membership until its termination. The provisions of this Section 5.2 shall not affect the User's rights to terminate the contract for good cause.

5.3. The eTrade Center may terminate the contract in accordance with the applicable laws and statutes. If the eTrade Center terminates the contract for good cause, the eTrade Center may do so without any term of notice. A good cause is defined as an event, which makes it unacceptable for the eTrade Center to continue the contract until the end of the termination period, taking into account all circumstances of the individual case and weighing the interests of the eTrade Center against the User's. A good cause includes without limitation any the following events:

- If the User does not comply with any applicable law or statute,
- If the User breaches a contractual obligation, in particular an obligation set forth in Sections 2 or 3,
- If the reputation of the services offered on the the eTrade Center-Websites is substantially impaired by the online-presence of the User (if, for example, it turns out after the registration of the User that the User had been convicted legally binding of a criminal offense, and if said conviction is known to other users),
- If the User promotes any communities or associations (or any of their methods or activities) under observation by the competent authorities for the public safety or the protection of minors, or
- If the User causes damage to any other user(s).

5.4. In the event of a good cause in accordance with Section 5.3 and notwithstanding the eTrade Center's right to terminate the contract in accordance with Section 5.3, the eTrade Center is entitled to:

- delete the contents provided by the User,
- issue a warning, or
- block the User's access to the services on the the eTrade Center-Websites.

5.5. In the following cases, the User shall not be entitled to claim repayment of any the User's advance payments:

- If the eTrade Center has terminated the contract for good cause pursuant to Section 5.3,
- If the eTrade Center has blocked access of the User in accordance with to Section 5.4, or
- If the User has terminated the contract; however, the User's right to claim repayment of any of the User's advance payments shall not be excluded if the User has terminated the contract upon a good cause attributable to the eTrade Center.

6. Responsibility for Data and/or Information provided by the User

6.1. The eTrade Center does not make any warranties or representations regarding any data and/or information provided or made available by any user on any of the the eTrade Center-Websites or on any external websites linked to. In particular, without limitation, the eTrade Center does not warrant nor represent that said data and/or information is true or accurate, nor that it fulfills or serves any particular purpose(s).

6.2. The User may report any activities of any other user(s) not in compliance with (I) the applicable laws or statutes or (II) any of the terms and conditions of these GTC using the contact form provided under the link "Contact" accessible from each of the the eTrade Center-Websites.

7. Restriction of Liability

The eTrade Center - including any person engaged in performing any obligation under this contract - shall be liable for damages under any claim based on normal negligence only, if the eTrade Center breaches a basic obligation under this contract. In this event, the eTrade Center shall not be liable to the User for any amount representing damages in excess of characteristic and foreseeable damages

These restrictions shall not apply to the extent to which damages are covered under the eTrade Center's business liability insurance and further provided that the insurance company has effected payment to the eTrade Center. The eTrade Center agrees to uphold the coverage of this insurance as given at the time of the execution of the contract.

Claims for personal injuries and claims based on the German Product Liability Act shall remain untouched.

8. Indemnification

8.1 The User warrants and represents that any contents, data and/or information in the services of the the eTrade Center-Websites provided by the User is free of any rights of any other user or any third party. The User further warrants and represents that the User complies with the applicable laws and statutes and the terms and conditions of these GTC, when using the the eTrade Center-Websites. The User shall indemnify and hold the eTrade Center harmless from and against any and all actions, claims, losses, damages, liabilities, awards, as well as reasonable costs and expenses (including legal fees) resulting from or arising out of any litigation or any breach of the foregoing warranties, or which is based on a claim of an infringement. The eTrade Center reserves all further rights and claims for damages.

The User's obligations under this Section 8.1 shall not apply to the extent the relevant infringement is not attributable to the User.

8.2 In the event the contents provided by the User infringes any rights of any third party, the User shall, at its own expense and at the eTrade Center's discretion, either provide the eTrade Center with the right to use said contents or render said contents free of any infringement. In the event the User breaches any applicable laws or statutes or any of the terms and conditions of these GTC, when using the the eTrade Center-Websites, the User shall refrain from such unlawful or contrary to contract usage without delay, if so requested by the eTrade Center.

9. Data Protection

The eTrade Center acknowledges and agrees that any data provided by the User to the eTrade Center is extremely important to the User and the eTrade Center shall therefore be particularly sensitive in dealing with said data. The eTrade Center shall adhere to all applicable statutory provisions regarding data protection. In particular, the eTrade Center shall not disclose any personal data of the User to any third party without being entitled to do so.

10. Final Provisions

10.1. The contract constitutes the entire and exclusive statements of the agreements between the parties with respect to its subject matter and there are no oral or written representations, understandings or agreements relating to the contract which are not fully expressed in the contract.

10.2. The eTrade Center reserves the right to amend these GTC at any time, without giving reasons, unless an amendment is unreasonable to the User. The eTrade Center shall give due notice of any amendments of these GTC to the User. If the User does not object to the applicability of the revised GTC within two (2) weeks after receipt of said notice, the amended GTC shall be deemed to be accepted by the User. The eTrade Center shall inform the User about the User's right to object and of the relevance of the objection deadline in said notice.

10.3. Unless otherwise stated in these GTC, the User may submit all notices to the eTrade Center using the contact form provided under the link "Contact" accessible from each of the the eTrade Center-Websites, by letter post or by facsimile. The eTrade Center may submit notices to the User by e-mail, facsimile or letter post to the addresses the User has provided as the User's current contact data in the User's user account.

10.4. If any provision of these GTC is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision.

10.5. The place of delivery of any obligations and/or performances under these GTC shall be the eTrade Center's main place of business.

10.6. To the extent admissible by law or statute, exclusive venue for all legal disputes arising from these GTC and/or the contractual relationship between the parties shall be the eTrade Center's main place of business.

10.7. These GTC and the contractual relationship shall be governed exclusively by the applicable laws and statutes of Germany, without regard to its choice of law rules and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods.

11. Feedback and Information

Any feedback you provide to the eTrade Center or at this site shall be deemed to be non-confidential. The eTrade Center shall be free to use such information on an unrestricted basis.

The information contained in this web site is subject to change without notice.
Copyright © eTrade Center. All rights reserved.
Empanada Group Ltd., Hohenweg 33, 69250 Schoenau, Germany

Updated by the ETC Legal Team on 09/15/05

Effective September 2005