Terms & Conditions

  1. License
    1. The CDN Exchange (CDNX) web site and all software associated therewith constitute proprietary and intellectual property of CDNX and are protected by the terms of this Agreement and the prevailing intellectual property laws of the United States.
    2. The license granted Licensee hereunder is non-exclusive, non-transferable and revocable. The license permits Licensee to undertake the following:
      1. access the CDNX Website, including its content, via the internet; and
      2. display or print portions of the CDNX Website on an ad hoc basis for Licensee's own use, subject to the limitations in this Agreement.
    3. Notwithstanding any use permitted above, Licensee shall not, without CP's prior written consent:
      1. decompile, reverse engineer, disassemble, exploit or create derivative works from the CDNX Website;
      2. upload, post, e-mail, transmit, publish, re-publish, distribute, abstract, display or otherwise make available the CDNX Website or any portion thereof to any third parties including posting any content to newsgroups, mail lists, newsletters or electronic bulletin boards;
      3. use the CDNX Website or any portion thereof for any commercial, financial or other beneficial purpose including but not limited to, advertising, exploitation, rental, lease, license, sale or resale of the CDNX Website or any portion thereof;
      4. tamper with or dismantle any technological measures which CDNX may use to control access, reproduction or distribution of the CDNX Website.

  2. Website/Software Modifications and CDNX Policy Changes
    1. CDNX reserves the unqualified right to modify the terms of this Agreement and enact or alter any policy or procedure affecting Licensee access to the CDNX Website at any time. Any such modification shall be effective upon posting to the CDNX Website or notice via electronic mail or conventional mail. Licensee's continued access to the CDNX Website after any such modification shall be conclusively deemed an acceptance of all such modifications, regardless of whether Licensee has actual notice of the modifications. Licensee understands its sole and exclusive right and remedy with respect to such modifications is to terminate this License.
    2. CDNX reserves the right to modify, suspend or discontinue the CDNX Website or any portion thereof at any time. CDNX may also impose limits on certain features and services or restrict Licensee's access to parts or the entire CDNX Website functions without notice or liability. Licensee's sole recourse in such event shall be termination of this License

  3. Representations and Warranties of Licensee. Licensee represents, warrants to CDNX the following:
    1. Licensee shall access the CDNX Website for the purposes of posting bids and/or viewing other parties' bids for numismatic coins in accordance with the terms of this Agreement;
    2. Licensee shall at all times comply with applicable laws, rules and regulations, including trading rules, policies and directives imposed by CP, with respect to Licensee's use of the CDNX Website, as those may be amended from time to time;
    3. Licensee shall not use the CDNX Website to violate or infringe upon the rights of CDNX or any third parties;
    4. Licensee acknowledges that the member owners of CDNX contemplate being active bidders upon the CDNX Website.
    5. Licensee acknowledges that it shall have good and clear title to all numismatic coins posted upon the CDNX Website and shall honor payment terms for any bid it initiates to purchase a numismatic coin posted upon the CDNX Website by another licensee.

  4. Disclaimer of Warranties.
    1. Licensee agrees that Licensee's access to and use of the CDNX Website and its content data shall be on an "AS IS" basis. CDNX specifically disclaims any representations or warranties, express or implied, including without limitation, any representations or warranties of merchantability or fitness for a particular purpose and any statutory warranty of non-infringement.
    2. Licensee acknowledges that CDNX does not render any advice or services with respect to the content of the CDNX Website, and any decisions to post bids on the CDNX Website or trade numismatic coins based upon the CDNX Website postings shall be solely at the risk of Licensee.

  5. Limitations of Liability
    1. Licensee assumes full responsibility and risk of loss resulting from Licensee's use of the CDNX Website or reliance upon its content. CDNX and its members and officers shall not be liable to Licensee or any third party for any damages, including but not limited to loss or interruption of profit or business, arising out of any use of CDNX Website, or for any delay, error, omission, or inaccuracy in any information appearing on the CDNX Website or for interruption of service, from whatever cause, including but not limited to direct, consequential, exemplary, special, incidental, indirect or punitive; damages for loss of profits, goodwill, or other intangible losses or similar damages; or for attorney's fees. Licensee hereby agrees to indemnify, defend and hold CDNX and its members and officers harmless from any claim, suit, damage, cost or expense (including reasonable attorneys' fees) arising from its use of its License.
    2. The CDNX Website postings by third party licensees is not guaranteed or warranted by CDNX with respect to accuracy, reliability, completeness, or timeliness.
    3. Licensee's sole remedy in the event of any breach of this Agreement by CDNX shall be the termination of Licensee's license.

  6. Security of Licensee ID and Password
    1. CDNX shall assign Licensee a temporary ID and password and Licensee shall be responsible to create a permanent ID and password.
    2. Licensee shall not allow any other party to use its ID or password.
    3. Licensee shall be solely responsible for maintaining the confidentiality of Licensee's CDNX Website password.
    4. Licensee shall be solely responsible for any unauthorized or illegal activity conducted using Licensee's CDNX Website password.

  7. Term and Termination. This License is subject to termination by Licensee or CDNX at any time without cause upon thirty (30) days' written notice to the other. In addition, CDNX may terminate this License immediately upon Licensee's failure to comply with the terms, provisions and conditions of this Agreement. CDNX further reserves the right, as an interim measure, upon a finding of Licensee's failure to abide by its commitments with respect to its use of the CDNX Website and/or failure to abide by the terms, provisions and conditions of this Agreement to prohibit Licensee from posting bids on the CDNX Website and thereby limit its use to viewing other licensee postings only.

  8. Entire Agreement/Written Amendments. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior communications, understandings and writings between CDNX and Licensee. This Agreement may be modified only by written instrument signed by both parties hereto except as otherwise provided herein with respect to CDNX initiated modifications/amendments to CDNX Website License herein authorized.

  9. Independent Contractor. The parties acknowledge and agree that the relationship between CDNX and Licensee shall be that of independent contractors, and that nothing contained in this Agreement shall be construed to create a joint venture, or agency relationship between CDNX and Licensee.

  10. Non-Assignability. The rights and obligations of Licensee hereunder may not be assigned or transferred.

  11. Governing Law, Dispute Resolution, Venue and Attorney's Fees. This Agreement is delivered and accepted in the State of Florida and it is the intention of the parties that it be governed by and construed in accordance with the substantive laws of that State, without regard to conflicts of laws principles. In the event of any controversy, claim, or dispute between the parties hereto arising from, under, out of, or relating to this Agreement or breach thereof, Licensee expressly consents to the jurisdiction of the Sarasota County, State of Florida, and further agrees that the County of Sarasota is a convenient forum for any such disputes arising from, under or pursuant to this Agreement. Each party hereto expressly waives any and all rights it may have to a trial by jury in connection with any litigation between the parties arising out of this Agreement. The party prevailing in any such litigation shall be entitled to an award for all of its reasonable attorneys' fees, expenses and costs that might not otherwise be recoverable in the absence of this Agreement.

  12. Waiver. No failure by CDNX to enforce strictly any provision of this Agreement shall constitute a waiver of its right to enforce any other provisions of this Agreement or otherwise or to enforce the provision in question on any subsequent occasion.

  13. Future Governmental Regulation. If the transactions contemplated by this Agreement shall become regulated by or subject to the jurisdiction of any regulatory body, governmental agency, exchange or governing board, or if any provision of this Agreement is, or at any time shall become, inconsistent with any applicable present or future law, rule, regulation, or ruling of any jurisdiction, court, or regulatory body, exchange, or governing board, the provisions of this Agreement shall be deemed rescinded to the extent inconsistent with such law, rule, regulation or ruling, and the provisions hereof shall be deemed modified to the extent necessary to conform to such law, rule, regulation or ruling, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

  14. Severability. In case one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect in any jurisdiction, and such invalidity, illegality or unenforceability shall not adversely affect the respective interests of the parties hereto under this Agreement, then such invalidity, illegality or unenforceability in such jurisdictions shall not, to the fullest extent permitted by law, invalidate or render illegal or unenforceable such provision in any other jurisdiction, nor shall it affect any of the other terms and provisions of this Agreement.