The CaribExchange Web Site (the "Site") is provided by CaribExchange, Ltd. ("CaribExchange") to you ("You" or "User") subject to the following Agreement ("Agreement") and any operating rules or policies that may be published from time to time by CaribExchange.

Pre-Conditions: The Site is available only to individuals and businesses who can form legally binding contracts under applicable law.

Changes to this Agreement: CaribExchange may, in its sole discretion, change, add or remove any portion of this Agreement, at any time, by posting a new Agreement to the Site. The new Agreement will become effective and binding upon You fifteen (15) days after being Posted to the Site. This Agreement was last revised on March 12, 2003.

CaribExchange is Only a Venue: The Site is only a venue for registered buyers and sellers to conduct purchases and sales of property or services. None of CaribExchange, any CaribExchange partner with whom CaribExchange jointly provides products or services to You through the Site (the "Partners") or any entity who has links from their Web site to the Site via banner advertisements or hypertext logos or links (the "Linked Site") is involved in the actual transactions between buyers and sellers and therefore, has no control over the quality, safety or legality of the items offered, the truth or accuracy of the listings, the ability of sellers to sell the property or services, or the ability of buyers to buy the property or services. CaribExchange does not qualify buyers or sellers and does not confirm the identity of each User. NONE OF CaribExchange, ANY PARTNER OR ANY LINKED SITE MAKES ANY ENDORSEMENT OR WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED, SOLD OR OBTAINED THROUGH THE SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. However, the foregoing sentences do not exempt any Partners whose products or services are sold through the Site, either by them or other parties, from honoring any pre-existing representations or warranties that they normally provide with respect to products or services. There may be risks dealing with foreign nationals, underage persons or people acting under false pretense. Since appearance on the Site is not an indication of creditworthiness, trustworthiness, or acceptability, Users involved in a sale are advised to communicate directly with other Users and make their own determinations as to whether to proceed with a transaction. In the event that You have a dispute with another User (whether a buyer or seller), You hereby release CaribExchange, its directors, officers, employees and agents from and against any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Modifications to Site: CaribExchange reserves the right, for any reason, in its sole discretion, to terminate, change or suspend any aspect of the Site, including, but not limited to, content, features or hours of availability. CaribExchange may impose limits on certain features of the Site or restrict Your access to, or use of, part or all of the Site without notice or penalty.

User Information: In the course of Your use of the Site, You will provide certain information about Yourself or Your business to CaribExchange or other Users (such information collectively is referred to hereinafter as "User Information"). You agree that all User Information and all items that You provide and CaribExchange approves for Posting on the Site (the "Posted Items") shall be current, complete, and accurate and that You shall update and maintain such information to keep it current, complete and accurate. You, and not CaribExchange, are making any and all representations and warranties set forth in any User Information and Posted Items. You are solely responsible in all respects for all use of and for protecting the confidentiality of Your e-mail address, the e-mail conformation number and Your password. You hereby grant to CaribExchange permission to use the User Information and Posted Items in any media now known or unknown, for the purpose of performing CaribExchange's functions in connection with the Site and as authorized in the CaribExchange Privacy Policy.

User Conduct: You are solely responsible for the content and context of any User Information You submit and Posted Items You post through the Site. You are also responsible for complying with the CaribExchange Acceptable Conduct Policy.

Monitoring: You agree that CaribExchange has the right, but not the obligation, to monitor, edit, disclose (subject to CaribExchange's Privacy Policy), refuse to post, or remove at any time, for any reason in its sole discretion, any material and content, including but not limited to User Information and Posted Items anywhere on the Site, including but not limited to chatrooms, bulletin boards, e-mail and other forums. Notwithstanding this right, CaribExchange does not review all materials posted to the Site by Users and CaribExchange is not responsible for any such material posted by User. CaribExchange may also, at its sole discretion, refuse to forward any e-mail from You to any other User for any reason.

Auctions and Catalogue Postings: If You sell items on or through the Site, You agree to abide by the following:

If You use the Site to buy a Posted Item, You acknowledge and agree that You may not retract the offer. You shall be solely responsible for completing the purchase with the seller, including accepting delivery, making of full payment, and handling of any complaints, returns and other after-sales services. If You do retract Your offer after CaribExchange has notified you that you have successfully bought the item(s), You shall pay an administrative fee of Fifty U.S. Dollars ($50.00) to CaribExchange.

Procurement Postings:

CaribExchange provides a very comprehensive service on behalf of buyers and sellers. A number of professional services are included such as supplier research, notification and education, quality control, buyer and seller help desk, Reverse-Auction operation and management of each event. CaribExchange agrees to make this investment in Your Reverse-Auction providing You agree to the following terms:

"Buyers" are those who agree to this Agreement in order to use CaribExchange to post products or services in a Reverse-Auction. Every posting MUST be a real and near term purchase need, or it should not be posted on CaribExchange until it becomes such. CaribExchange is not a "quote only" service and our commitment to sellers is that CaribExchange will not request their resources and solicit online, competitive bidding from them unless there is a real opportunity for them to receive new business. You must only post actual purchase needs and accurate quantities.

If You are using this service as a Buyer, then continued use of the basic Reverse-Auction service is provided at no charge, providing You agree to the following. CaribExchange must approve any exceptions in writing prior to posting.

1. You agree that each posting of a Reverse-Auction (posting) is a real and near term purchase need, for a quantity that You intend to purchase, and that You will select a seller through CaribExchange, even if that seller is Your current supplier
2. You agree not to accept bids outside Your CaribExchange Reverse-Auction so that all sellers are treated equally, including Your current supplier. If a supplier has already provided You with a bid, You agree to inform them that bid is not acceptable and they must re-bid through Your Reverse-Auction. This maintains bidding integrity and ensures better results for You.
3. You agree to inform any seller You are in contact with regarding this posting that You do not plan to show preferential treatment to any seller and they must bid through Your CaribExchange Reverse-Auction if they want to be considered for Your business
4. You agree to adequately, honestly and promptly address all questions submitted by sellers, or by CaribExchange, once each request is sent before, during and after the active bidding period, or provide a backup person to do so.
5. You agree to be available just prior to, and immediately following, the end time of Your posted Reverse-Auction to review the results with CaribExchange, take the necessary actions and make the necessary decisions.
6. If a fee has been negotiated between You and CaribExchange, You agree to pay that fee based on the final bid price for the goods and/or services to be provided to the Buyer.
7. You agree to pay such fee in full within 30 days after the buyer has selected You as the awarded supplier, unless other arrangements are agreed to by CaribExchange prior to You placing Your bid online.
8. You agree that in the event You choose not to select a seller who bid on Your Reverse-Auction, then You agree to pay a three percent (3%) fee directly to CaribExchange.

You agree that if You do not perform according to the terms above, You will be obligated to pay CaribExchange a penalty fee of no less than Five Hundred U.S. Dollars ($500.00) and no more than three percent (3%) fee of the lowest valid bid placed in Your Reverse-Auction. Usually the higher fees referenced are imposed when CaribExchange has invested on Your behalf to perform and manage Your Reverse-Auction.

CaribExchange reserves the right to review Your account and, at our discretion, cancel or suspend Your account if we believe You are not complying with the terms above. We understand that the Buyer may need further interaction with a Seller before that Seller is considered "qualified." If, after interaction with a Seller, the buyer has no valid reason preventing consummation of the business transaction, or has not allowed the seller sufficient opportunity to prove they can perform, the buyer may be deemed by CaribExchange responsible for the CaribExchange fee. The buyer may request and contract the buying organization to pay the full or partial fee instead of the selling organization.

There are times when the actual purchase is greater or less than the Reverse-Auction amount, in such cases, any CaribExchange fee will be adjusted up or down as appropriate, to the actual amount agreed to between the buyer and seller.

"Sellers" are those who agree to this Agreement in order to place bids on Reverse-Auctions for goods and services posted by "Buyer Members" on CaribExchange. You may use the service as a Seller providing You agree to the following terms. If You do not agree to the following terms, You may not place a bid on the CaribExchange website or You will be subject to a fine of no less than One Thousand U.S. Dollars ($1,000.00) and up to a normal fee of the Reverse-Auction which is three percent (3%) of the lowest valid bid placed. Terms:

1. You agree before placing a bid to all the terms and conditions specified by the buyer on their posting, or have received approval on an exception through CaribExchange.
2. You agree to promptly confirm Your sale to the buyer to CaribExchange, once a buyer selects You as the awarded supplier through CaribExchange and You have agreed to make the sale.
3. If a fee is required from You to CaribExchange, You agree to pay that fee based on the final bid price for the goods and/or services to be provided to the Buyer.
4. You agree to pay such fee in full within 30 days after the buyer has selected You as the awarded supplier, unless other arrangements are agreed to by CaribExchange prior to You placing Your bid online.
5. You agree to honor Your bids made for the time requested by the buyer, but for no less than 30 days after the auction has ended.
6. You agree that if You violate any of the above, You will pay a Five Hundred U.S. Dollar ($500.00) fee, or in the case of #4 above, a Twenty Five U.S. Dollar ($25.00) late fee for each 30 days late.
7. You agree not to enter a bid below what You are able and willing to sell the entire purchase request stated in the Reverse-Auction, and that if You do, You agree to pay a fine no less than Five Thousand U.S. Dollars ($5,000.00) for interfering with a legitimate business transaction.
8. You agree not to talk with other suppliers, directly or indirectly, about their pricing before during or within 30 days after the Reverse-Auction, and that if You do, You agree to pay a fine no less than Five Thousand U.S. Dollars ($5,000.00) for interfering with a legitimate business transaction. CaribExchange does not tolerate price collusion or any activity that can be interpreted as such.

Failure to abide by the above may result in CaribExchange canceling or suspending Your account.

There are times when the actual purchase is greater or less than the Reverse-Auction amount, in such cases, any CaribExchange fee will be adjusted up or down as appropriate, to the actual amount agreed to between the buyer and seller.

Fee Refund Policy: We always advise buying organizations to not overstate their purchase needs so sellers can quote appropriately and can count on the need stated. If for any reason a buying organization does not purchase up to eighty percent of their stated amount, CaribExchange will refund to the awarded supplier, that portion of their CaribExchange fee that is equivalent to the percent not purchased by the buying organization. This refund policy applies only if the fee was paid to CaribExchange in full within the first thirty days it is due. CaribExchange reserves the right to waive or refund fees, in its sole discretion.

No Price Manipulation: Price manipulation of any kind, directly or indirectly, by Users is prohibited, including, but not limited to, through a secondary account, agent or assign, by making offers for Your own account and the Posted Items You have provided, by communicating with other buyers and sellers, or by shill bidding.

Taxes: You acknowledge and agree that CaribExchange does not take any responsibility to calculate, report or remit sales or use taxes which may be assessed, due or owing to the taxing authorities of any jurisdiction for transactions that arise in connection with Your use of the Site. You acknowledge and agree that You are solely responsible for the calculation, collection and remittance of any applicable taxes which may be incurred or assessed in connection with Your use of the Site, other than taxes based on CaribExchange's income.

Interference: You agree that You will not use any robot, spider, other automatic device, or manual process to monitor or copy any portion of the Site or the content contained therein without prior express written permission from CaribExchange. You agree that You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site.

Feedback: CaribExchange welcomes your comments and feedback regarding the Site, and the products and services provided through the Site; however, CaribExchange does not want and cannot accept any ideas, materials, or suggestions you consider to be confidential or proprietary. Accordingly, all comments, feedback, ideas, suggestions, and other similar submissions disclosed, submitted, or offered to CaribExchange using the Site or otherwise (collectively, "Submissions") are not confidential and will become and remain the property of CaribExchange. CaribExchange shall be entitled to use, display, publish, reproduce, modify, transmit, sublicense, translate, create derivative works from and distribute these Submissions in any medium and through any method of distribution, transmission or display for any purpose whatsoever, commercial or otherwise, without compensation or any other obligation to the provider of the Submissions.

DISCLAIMER OF WARRANTIES: THE SITE , INCLUDING ALL CONTENT, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CARIBEXCHANGE EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES THAT BY POSTING AN ITEM ON THE SITE, THE POSTED ITEM WILL BE SOLD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS.

LIMITATION OF LIABILITY: IN NO EVENT SHALL CARIBEXCHANGE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF CARIBEXCHANGE OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

IN NO EVENT SHALL THE TOTAL LIABILITY OF CARIBEXCHANGE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE GREATER OF (I) THE COMMISSIONS PAID BY YOU TO CARIBEXCHANGE IN THE PRECEDING TWELVE MONTHS OR (II) ONE THOUSAND US DOLLARS ($1,000.00).

Indemnification: You shall indemnify, defend and hold CaribExchange, its officers, directors, employees, agents and Partners (collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees), incurred by an Indemnified Party in connection with any claims arising out of, based upon or resulting from any breach or violation by You of this Agreement or any use by You of the Site or as a result of a dispute with another User. CaribExchange reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and You shall not in any event settle or otherwise dispose of any matter without the prior written consent of CaribExchange.

No Agency: The relationship between You and CaribExchange is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

Termination: This Agreement constitutes a binding agreement between You and CaribExchange until terminated by You or CaribExchange, which CaribExchange may do at any time, without notice, in CaribExchange's sole discretion. If You become dissatisfied with the Site, in any way, Your only recourse is to immediately discontinue use of the Site. CaribExchange reserves the right to terminate Your registration or use of the Site for any reason at any time, in its sole discretion.

Choice of Law; Dispute Resolution: This Agreement shall be governed by and in accordance with the laws of Jamaica, without regard to conflicts of laws provisions. Any controversy involving CaribExchange arising from or in any way related to this Agreement or Your use of the Site shall be heard in the appropriate legal court in Jamaica, and You consent to the jurisdiction of such courts.

Notices And Disclosures: Except as explicitly stated otherwise, any notices shall be given by e-mail to, in the case of CaribExchange, CustomerCare@CaribExchange.com, or, in the case of a User to either: (1) the e-mail address You provide to CaribExchange during the registration process, (2) the mailing address provided to CaribExchange during the registration process, or (3) such other address as You may specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid or, in the case of mailing, twenty (20) days after the date of mailing.

Copyright Infringement: If You believe that Your copyright protected material or information has been used on the Site in a manner that constitutes copyright infringement, please provide written notice to CaribExchange.

General Provisions: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. The failure by either You or CaribExchange to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of such right or provision. You agree that any cause of action arising out of or related to the Site or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Agreement comprises the entire agreement between You and CaribExchange and supersedes all prior agreements between the parties, regarding the subject matter contained herein. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of this Agreement.