TRUSTEDGUNEXCHANGE.COM USER AGREEMENT

Last updated December 14, 2023.

This User Agreement is a contract between you, a User, and TrustedXChange LLC (hereinafter "TrustedXChange" or “TGX”), a Delaware corporation that provides transaction management and escrow services on and through Trustedgunexchange.com ("Services"), This User Agreement defines the terms of your account creation and shall govern any Transaction (defined below) performed through Trustedgunexchange.com.

PLEASE READ THIS USER AGREEMENT CAREFULLY.
DO NOT CHECK “I AGREE” UNLESS YOU COMPLETELY UNDERSTAND AND AGREE TO ITS TERMS.
IF YOU CHECK “I AGREE,” IT MEANS THAT YOU HAVE READ AND UNDERSTAND.
ONCE YOU CHECK “I AGREE” THIS CONTRACT BECOMES BINDING ON YOU WHETHER OR NOT YOU HAVE READ IT.

Table of Contents

Trustedgunexchange.com

User Agreement 1

Definitions. 2

Services and Eligibility. 4

Permitted Users. 5

Prohibited Transactions. 6

General User Obligations. 6

Buyer User Obligations. 7

Seller User Obligations. 8

Our Obligations. 11

Cancel a Transaction. 12

Disputes. 13

Funds Transfers 14

Transfers of Firearms 15

Limitation of Liability 18

Termination of Services and Suspension. 19

Non-Transferability of the Services 20

Content, Intellectual Property and Restrictions on Use of Site 21

Choice of Law and Dispute Resolution…………………………………………………………23

Miscellaneous 24

Definitions.

“Affiliate” means, with respect to an entity, another entity or individual that now or later owns is owned by or is under common ownership or control with, directly or indirectly, by TGX. For the purposes of the foregoing, “own”, “owned”, or “ownership” means ownership, either directly or indirectly, of fifty percent (50%) or more of the shares or other equity interests entitle to vote for the election or directors or an equivalent body, or the ability to direct the same by contract or agency or similar arrangement.
“Aggregated Data” means aggregated data derived from User Information and transaction information from the Site, which data cannot be used to identify any User of the Site.
“Ammunition” has the meaning given in the Gun Control Act of 1968, 18 U.S.C. §§ 101 et seq.
“Applicable Law” means all laws, statues, regulations or requirements of any country, state, locality, province municipality or other government authority or regulatory agency applicable to us or you in your use of the Site or the Services, including without limitation those relating to:

The sale, Transfer, shipment and/or transport of any item (including Firearms, Ammunition, black powder, or any other item);
Export or import control (including US Sanctions Laws) regarding items and payments by you;
The collection, use or storage of personally identifiable information;
Consumer protection laws;
Ownership of any item or intellectual Property
Taxation of any person or entity; and/or
Duties or tariffs, presence, or licensing of brokers.

"Background Check" refers to the National Instant Criminal Background Check System background check mandated pursuant to 18 U.S. Code § 922(t) et seq. for acquisition of a firearm.
“Biometric Information” refers to our Facial Biometric Service in which our provider will collect an image of your face that you provide through a mobile app and a photo or scan of your face as it appears on an identification document.
"Buyer" refers to a User paying to receive Merchandise in a Transaction.
"Chargeback" refers to any effort by a User to cancel or reverse a transfer of funds authorized under the terms of this User Agreement.
“Company” means the company or other business, or governmental entity specified by you upon registration as a User of the Site.
“Content” means materials, including images, text, illustrations, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials (in whatever form or medium)
“Fees” means the fees for Services offered on the Site and described on this Fees page, which is hereby incorporated into this Agreement, as well as any additional fees set forth in Section 71 - 74 of this Agreement.
“Firearm(s)” has the meanings given in the Gun Control Act of 1968, 18 U.S.C. §§ 101 et seq.
"Firearm Dealer" or “FFL” refers to any holder of a valid Federal Firearms License. Firearm Dealers are the only entities authorized to receive firearms or ammunition shipped pursuant to this User Agreement. Each Firearm Dealer will retain the firearm until the Background Check has been completed and the firearm will then be transferred to the Buyer.
"Funds Account" refers to any bank account, debit card, or other payment instrument that a User registers with TGX from which TGX may debit and/or credit funds pursuant to this User Agreement. Any Funds Account used by this Service must originate from a Bank Secrecy Act ("BSA") regulated institution. Funds Accounts originating from non-BSA regulated institutions are not considered valid accounts and their use shall constitute a material breach of the terms of this User Agreement.
“Intellectual Property” means any and all rights of a party in and to such party’s patents, copyrights, trademarks, trade secrets, trade dress, mask works, publicity rights and other such rights, existing, from time to time, in any applicable jurisdiction under patent law, copyright law, moral rights law, trade secret law, semiconductor chip protection law, trademark law, service mark law, unfair competition law, or other similar Applicable Law.
"Inspection Period" refers to the limited duration following delivery of a shipment during which the party receiving the shipment may file a dispute regarding the shipment or its contents while the item is still at the FFL/Gun Store.
"Instructions" refers to any and all written or verbal guidance provided to Users by TGX and Users' obligations under them. Failure to follow Instructions may result in a material breach of this User Agreement.
“Listing” means a Seller’s description of an Item for sale on the Site, including all Content found therein.
“Losses” means liability, losses, damages, judgments, costs and/or expenses (including reasonable attorneys’ fees as well as court fees) incurred by a party.
"Merchandise" refers to the firearm(s) or other good(s) for which the Buyer is paying the Seller to render through a Transaction.
“Post/Posting” means text, graphics, pictures, and other Content that you post on the Site, including for Sellers, any of Seller’s Listings.
"Seller" refers to a User being paid to render Merchandise in a Transaction.
“Services” means the services made available through the Site to Buyers, Sellers, and Users.
“Site” means www.Trustedgunexchange.com, any of its subdomains or any other Web site on which a link to this Agreement appears.
“Straw Purchase” A straw purchase is an illegal firearm purchase where the actual buyer of the gun, being unable to pass the required federal background check or desiring to not have his or her name associated with the transaction, uses a proxy buyer who can pass the required background check to purchase the firearm for him/her.
“TGX Parties” means Trustedgunexchange.com, its Affiliates, and their respective officers, directors, employees, agents, and third-party licensors.
"Transaction" refers solely to the purchase of lawfully owned Merchandise, by a Buyer who may lawfully purchase the Merchandise within the jurisdiction of the Buyer's residence and receipt, from a Seller who may lawfully own and ship the Merchandise, pursuant to the terms of this and any collateral agreement executed concurrently through Trustedgunexchange.com. A Transaction is initiated when a Buyer and Seller both accept a Transaction Agreement.
“Transfer” means the legal transfer of a Firearm to a Buyer performed by an FFL, after the process of compliance with federal and state laws for the sale of a Firearm, including background check.
"Transaction Agreement" refers to a TGX instrument, such as an Invoice from a Seller or an Offer from a Buyer, that specifies the terms of the Transaction: the Merchandise being purchased, the amount being paid, and any other relevant details of the Transaction. A Transaction Agreement initiates a Transaction.
“Trustedgunexchange.com Privacy Policy” means the Trustedgunexchange.com Privacy Policy, which is hereby incorporated into this Agreement.
"User" refers to any party that accesses any part of the Site to participate in a Transaction Agreement or a Transaction, including the Buyer, Seller, Firearm Dealer, and any agent duly appointed by TGX in order to facilitate the Transaction. Both the Buyer and Seller are required to be natural persons unless otherwise specified in the User Agreement and with the written consent of TGX.
"User Data" refers to any User-specific information provided by the User or collected or obtained by TGX.
User Information” means all information you provide to us about you or your Company (including name, address, email address, mobile phone number and other information associated with your account.

Services and Eligibility.

TGX Services are Internet-based transaction management services and escrow services provided by the TGX Parties. TGX acts as the escrow agent in the Transaction by holding funds in a designated escrow account until the Transaction is completed and by acting as a fiduciary to the Buyer and Seller with the limited duty of ensuring that all elements of the Transaction have been met to the satisfaction of all parties. TGX disclaims any other fiduciary duties. The Services are solely intended to facilitate the completion of the Transaction under the terms of this User Agreement the Instructions for the Transaction.
By registering for an account or using the Site, you represent that you are at least 21 years of age and of the age of legal majority in your state or country of residence. You must provide true and accurate User Information about yourself in the registration form. It is your responsibility to keep this information up to date. If you register on behalf of a Company, you represent that you have written or other sufficient corporate authority to form binding contracts under all Applicable Laws on behalf of your Company each time that you use the Site.
User warrants that they not “Prohibited Persons” as defined by the Gun Control Act (GCA), codified at 18 U.S.C. § 922(g).
You agree that you will not allow others to use your account, nor will you use your account or the Site on an outsourcing basis or on behalf of third parties. You also agree not to seek to use the Site if you are temporarily or permanently suspended from using the Site. You agree that you are responsible for maintaining the confidentiality of your User ID and password and that you will not share that information with others. You must notify us immediately if you become aware of any unauthorized use of your User ID and password or any other breach of security relating to your User ID and password and the Site.
Services begin when a User accesses the Site. Following the mutual acceptance of a Transaction Agreement by a Buyer and a Seller, TGX begins managing the resulting Transaction immediately.
TGX is a duly registered corporation in the State of Delaware. Although Merchandise purchased through TGX may not enter the State of Delaware, and the underlying purchase may occur outside of the State of Delaware, all parties to a Transaction agree that their User Agreement with TGX has been formed and shall be executed within the State of Delaware and subject solely to the laws thereof. All parties hereby disclaim any other jurisdiction wherein they happen to reside or be domiciled for the purposes of litigation or any other legal action, including any diversity suit.
Only registered Users may use the Services. In order to register as a User, an individual must supply all information requested by the Site. Any attempts to enter misleading or false information in an attempt to use the Services shall constitute a material breach of this User Agreement and may constitute a crime.
Applicable local, state, and federal laws and regulations may further limit the Services.

Permitted Users.

Any party entering into this User Agreement must be a User as defined by this User Agreement. A User must be, and User hereby represents, warrants, and covenants that it is, lawfully capable of entering into this User Agreement, be lawfully permitted to own a firearm in its resident jurisdiction, and be either:

A natural person at least 21 years of age of ordinary competence authorized to own and possess the Merchandise contracted for through these Services, or
A company duly registered and authorized to use these Services and authorized to own and possess the Merchandise contracted for through these Services, or
A trust whereby all parties to the trust (Trustee, Trustor, and beneficiary) are natural persons lawfully capable of entering into this User Agreement, as well as lawfully capable of owning and possessing the Merchandise contracted for through these Services.

In order to initiate and commence a Transaction, all Users to a Transaction must register on the Site and agree to all terms and Instructions.

Prohibited Transactions.

Users must not use the Site or the Services in connection with any Transaction that is illegal or associated with any illegal purpose or involves any item that is illegal or unlawfully possessed. The Site may only be used to facilitate lawful transactions relating to the transfer of lawfully owned personal property by the lawful owner to a lawful buyer, pending any procedures mandated by law, including but not limited to a Background Check. Any attempt to use the Services for any unlawful purpose shall be considered a breach of this User Agreement by the User. Users agree to assume any and all of the legal costs and civil liabilities associated with any such unlawful purposes, agree to indemnify TGX against any third party for User's wrongful act(s), and understand that Users may be held civilly liable to TGX for any harm suffered by the TGX Parties, its employees, officers, or agents for User's wrongful act(s).
TGX, in its sole discretion, may refuse to complete any Transaction that TGX has reason to believe is unauthorized or made by someone other than the User, may violate any law, rule or regulation, or for any other reasonable cause.
Users agree to indemnify, defend, and hold the TGX Parties harmless for losses resulting from any use or attempted use of the Services in violation of this User Agreement or any applicable Federal, State or local laws. Further, each User agrees to indemnify and hold the TGX Parties, and any agents, officers, or employees thereof harmless for any harm suffered that is not within the scope of TGX’s limited fiduciary duty relative to the Transaction. This shall include any harm that results from the use of the Merchandise, or any additional costs to Users as a result of the purchase or sale of the Merchandise.
Any attempts by any User to use the Site in order to facilitate the transfer or grant possession of a firearm or any other restricted item to any party that is not party to the User Agreement, or not lawfully permitted to own the items contracted for under federal, state, or local laws, or who intends to transfer the items to any such person, including any person prohibited from owning any such items under 22 U.S.C. § 2778 of the Arms Export Control Act, Export Administration Regulations, the Commerce Control List, or any other end-user prohibited under federal, state, or local laws shall be reported to the appropriate authorities.

General User Obligations.

Users must provide current contact information to TGX and must update this information when it changes.
Users must have their identity verified by use of Biometric Information.
Users must maintain adequate security and control of any and all login information used to access the Site.
Users must contact TGX immediately if they have reason to believe an error has been made in a Transaction or that there has been unauthorized use of a Funds Account or the Services.
Users authorize the TGX Parties and their authorized agents to initiate both credit and debit Funds Transfers to their designated Funds Account(s) as necessary to satisfy the terms of this User Agreement, and to correct any errors that may arise.
Users must execute an escrow agreement in conjunction with the Transaction.
In accordance with the terms of the escrow agreement, Users shall not initiate Chargebacks, or otherwise interfere with any transfer of funds that are authorized under this User Agreement. Users’ only remedies are the remedies outlined in this agreement and the Escrow Agreement. Users must notify TGX of any concern so that TGX may investigate and facilitate a resolution.
Users agree that when funds are remitted to TGX they waive the right to any cancellation, reversal, credit card dispute or issuance of a chargeback on any transfer of funds that is authorized under this User Agreement. Any such cancellation, reversal, or issuance of a chargeback shall entitle TGX to recover all remitted funds in addition to any and all reasonable fees and costs expended to recover the funds.

Biometric Identity Verification.

TGX and our business partners utilize a Biometric Identity Verification Service to verify and vet the identities and credentials of individuals who wish to use TGX’s services. Users will be required to review and consent to the Biometric Policy, consent to the collection and use of your information as set forth in the Service Privacy Policy and consent to the Biometric Terms of Service. TGX users must consent to this policy. You are free to decline consent to provide Biometric Information. However, if you do so you will be unable to register and utilize TGX services.

User Buyer Obligations.

Buyers must be lawfully eligible to own and possess the Merchandise described in the Transaction Agreement. Buyers must not propose or accept any Transaction Agreement, or participate in any Transaction, involving an item that would be illegal in the Buyer's jurisdiction of receipt or residence. It is the Buyer's responsibility to be familiar with the laws applicable in his or her jurisdiction.
Upon the purchase of an item, Buyer electronically agrees to the Escrow Agreement and funds the escrow with the funds to purchase the Seller’s Item, Buyer is deemed to have entered into a binding legal contract with the applicable Seller to buy the item on the terms stated in this Agreement, the Escrow Agreement, and in the Listing.
You as Buyer of Items on the Site represent and warrant to the TGX Parties during the term of this Agreement that:

you will not contact any Seller from the Site to conclude sales of a listed Item outside of the Site;

If a Transaction were to occur outside of the Site through contact outside of the Site, the TGX Parties will not be liable for any actions taken by the Buyer or Seller because it is an invalid transaction not approved by the Site.

You will not bid on or place an offer to buy Items that you may not purchase under Applicable Law;
User agrees to comply with all Applicable State and Federal Laws governing the specific requirements for sale, transfer and shipping of Firearms or Ammunition. In particular, User understands and agrees that they must make arrangements with an FFL prior to buying any item which is required to be transferred by an FFL.
User agrees not to participate in any “straw purchase” of a firearm where the User bids on or places an offer on a Firearm or arranges for a third party to appear at Users designated FFL to effect the Transfer; and
User is not subject to prohibitions as defined in Section 14.
License to Listings. User hereby grants the TGX Parties the right and worldwide, perpetual, non-exclusive, royalty-free license to publish, display, distribute, reproduce, copy and make derivative works of the Listings and other Posting or Content you provide us, in any and all media, including under all copyright, publicity, and database rights in and to the Listing, Posting or other Content you post to the Site, in order to allow us to

list the Items on the Site,
update or improve the Site and any relevant Services, and/or
make use of such Listings, Postings or Content for uses related to the Site, including electronic or print publications, reference materials, reports or other services or products provided to third parties regarding sales and pertaining to categories of products featured on the Site, provided that any such services or information described in
above shall not include any User’s Information.

Buyer must designate a Funds Account from which the purchase price and any other amounts related to the Transaction will be obtained by TGX. Buyer must possess sufficient funds in this account to facilitate the Transaction.
In accordance with this agreement and the Escrow Agreement, Buyer's Inspection Period begins when TGX notifies Buyer the Transaction Merchandise has been delivered to the Buyer’s FFL and ends six (6) calendar days after the notification by TGX. Buyer must notify TGX of any dispute during the Buyer's Inspection Period. Buyer must follow the procedures set forth by TGX in the event of a dispute. Buyer agrees that failure to notify TGX of dispute during the Buyer's Inspection Period will be interpreted as the Buyer's acceptance of the Merchandise. Buyer agrees that Buyer's acceptance authorizes TGX to disburse the escrowed funds (excluding applicable TGX fees) to the Seller. Such disbursement will generally be initiated within 24 hours of the Buyer's acceptance.
Buyer must familiarize him/herself with the policies of the Firearm Dealer they selected, including but not limited to: additional charges, waiting periods, local laws pertaining to the transfer and registration of firearms. Buyer is solely responsible for all additional fees and costs by the FFL.

User Seller Obligations.

Seller must be lawfully eligible to own, possess and ship the Merchandise described in the Transaction Agreement. Seller must not propose or accept any Transaction Agreement, or participate in any Transaction, involving an item that would be illegal in the Seller's jurisdiction of receipt or residence. It is the Seller's responsibility to be familiar with the laws applicable in his or her jurisdiction.
Sellers Listing of an Item on the Site constitutes a binding legal contract with TGX and with any applicable Buyers to sell the item per the terms stated in this Agreement, the Escrow Agreement, and in the Listing. Seller is required to review and agree to the Escrow Agreement when Listing their Item. When the Buyer electronically agrees to the Escrow Agreement and funds the escrow with the funds to purchase the Seller’s Item, the Seller is automatically accepting the Buyer’s agreement to purchase their Item.
The Seller agrees to provide an accurate and comprehensive representation of the firearm being sold through the inclusion of photographs and a written description. This description shall include the firearm's condition, encompassing both cosmetic and functional aspects, and shall explicitly mention any existing issues. Furthermore, the Seller is obligated to ship the firearm exactly as advertised, ensuring conformity between the item sent and the item described in the post. This entails precise correspondence in terms of make, model, serial number, barrel length, and any other relevant descriptions pertaining to the firearm and accompanying accessories offered for sale. Seller shall not list information that is misleading as it relates to the Listing of their Item.
Seller must ship the Merchandise described in the Transaction Agreement directly to the address of the FFL chosen by the Buyer as instructed in the shipping instructions provided by TGX.
Seller grants TGX permission to act as its agent in communicating with the shipping carrier regarding the status of a shipment.
Seller must ship the Merchandise within six (6) business days of receiving shipping instructions from TGX. In the event TGX is unable to confirm with the shipping carrier that shipment has occurred, Seller authorizes TGX to return the escrowed funds to Buyer.
Seller represents and warrants to TGX that during the term of this Agreement:

Seller has the right under Applicable Law to sell the items listed free from any liens or encumbrances,
Seller’s sale of Items on the Site, including the Content of Sellers Listings, will not

Be fraudulent or involve the sale of counterfeit or stolen items, and
Infringe any third party’s Intellectual Property rights or rights of publicity or privacy;

Seller shall not contact any Buyer from the Site to conclude sales of a listed Item outside of the Site;
If Seller posts a Listing to sell Firearms on the Site, Seller agrees to comply with all Applicable Laws governing the specific requirements for a sale, transfer, and shipping of such Items to the applicable Buyer.
Seller shall not list items which may not be possessed, sold, or shipped per state, federal or local laws.
Seller warrants that the item listed is not in violation of any U.S. statutes regulations governing export controls, sanctions and embargoes, and Seller further warrants that:

Seller is not a national of or located in any country embargoed by the United States,
Seller is not violating U.S. export controls or selling any item subject to sanctions or embargo; and
Seller is not on the Excluded Parties List System, the Specially Designated Nationals List, or the Denied Persons List, and not listed on any other lists maintained by the U.S. federal government which prohibits or restricts participating in commercial or other transactions, and Seller is not using or accessing the Site on behalf of a party who is on any such lists (collectively, “ US Sanctions Laws”).

Sales and Other Taxes. To the fullest extent permitted under Applicable Law, Seller agrees that it is solely responsible for, and the TGX Parties bear no responsibility for, the reporting, payment, collection and remittance of any sales/use tax, VAT tax, transaction tax, transfer tax or any other fee or tax that may be assessed on any sale or transaction conducted through the Site by any jurisdiction having taxing authority over the sale or transaction. Any information made available to Sellers on the Site about sales tax applicability is provided on an “as is” basis, and we do not warrant its accuracy or completeness. Seller agrees and acknowledges that in certain circumstances, selling on the Site may subject the Seller to sales tax reporting or remittance obligations in jurisdictions where Seller’s volume of transactions would otherwise subject Seller to such taxation. Seller and TGX agree to cooperate reasonably in any tax-related matters or inquiries by taxing authorities. Seller agrees that Seller is solely responsible for, and will indemnify TGX against, any Losses for any sales/use, VAT or similar transaction tax that is or may be assessed by any jurisdiction with respect to sales of Items to Buyers in the jurisdiction (other than taxes on our fees payable to such jurisdiction). Seller agrees to defend, indemnify, and hold us harmless from and against any and all Losses that may result from inadequate reporting, payment, collection or remittance by you of any taxes relating to transactions conducted on the Site, except taxes imposed on our fees or income.
License to Listings. You hereby grant to us and our Affiliates the right and worldwide, perpetual, non-exclusive, royalty-free license to publish, display, distribute, reproduce, copy and make derivative works of the Listings and other Posting or Content you provide us, in any and all media, including under all copyright, publicity, and database rights in and to the Listing, Posting or other Content you post to the Site, in order to allow us to

list the Items on the Site,
update or improve the Site and any relevant Services, and/or
make use of such Listings, Postings or Content for uses related to the Site, including electronic or print publications, reference materials, reports or other services or products provided to third parties regarding sales and pertaining to categories of products featured on the Site, provided that any such services or information described in
above shall not include any User Information.

In the event that the Seller furnishes a description of the firearm's condition that is found to be untrue or differs from the actual physical condition as verified upon receipt at the Buyer's FFL, per the terms of the Escrow Agreement the Seller assumes the responsibility for covering the expenses associated with shipping the firearm back to their own FFL location for return.
In the event of a return of the Merchandise by Buyer to Seller:

Seller shall be afforded a six (6) day Inspection Period when TGX notifies Seller the Transaction Merchandise has been delivered to Seller's designated FFL and ends six (6) calendar days after such notice. Seller must notify TGX of any dispute during Seller's Inspection Period. Seller must follow the procedures set forth by TGX in the event of a dispute. Seller agrees that failure to notify TGX of a dispute during the Seller's Inspection Period will be interpreted as the Seller's acceptance of the return of Merchandise. Seller agrees that Seller's acceptance authorizes TGX to return the Buyer’s escrowed funds minus the applicable TGX fees from either the Seller’s or Buyers escrow. Such transfers will generally be initiated within 24 hours of the Seller's acceptance.

In the event that the Buyer initiates a Chargeback, or otherwise interferes with any transfer of funds that is authorized under this Agreement or the Escrow Agreement, the Seller agrees to provide any and all reasonable documentation and assistance to TGX for the purpose of proving the transfer of funds was lawful and authorized.
In the event that a shipment is damaged in transit, and the Seller has not secured shipping insurance, the Seller agrees to be financially responsible for the cost of either return shipping or a discount mutually agreed through communication with TGX with the Buyer, as decided by TGX.

Our Obligations.

The TGX Parties are obligated to perform only those duties expressly described in this User Agreement, the Escrow Agreement, and the Instructions. The TGX Parties shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct. The TGX Parties may rely upon any notice, demand, request, letter, certificate, agreement, or any other document which purports to have been transmitted or signed by or on behalf of a User indicated as the sender or signatory thereof and shall have no duty to make any inquiry or investigation.
TGX will hold funds received from Users in accordance with the Escrow Agreement in accounts maintained by United Bank of Atmore.
The Site is a listing and information service that brings together Buyers and Sellers. The TGX Parties are not a party to any transaction between Buyers and Sellers that originates on or through the Site. Information about a particular item is supplied by the Seller, not by TGX. TGX is not a traditional auctioneer and does not act as agent of any Buyer, Seller, or other User of the Site.
The TGX Parties are not the seller of any User posted item. The TGX Parties have no contact with the items for sale and are solely involved in the financial transaction as an escrow agent and assist Users with the logistical aspects of shipping the Item. We do not transfer legal ownership of Items from the Seller to the Buyer and nothing in this Agreement is intended to modify the governing provisions of the Uniform Commercial Code § 2-401(2) as implemented in any applicable state, under which legal ownership of an item is transferred upon physical delivery of the item to the Buyer by the Seller. Unless the Buyer and the Seller agree otherwise, the Buyer will become the Item’s lawful owner upon physical receipt of the Item from the Seller (in and the case of Firearms, upon legal Transfer by the applicable FFL).
Responsibility for compliance with Applicable Law for the sale, Transfer and shipment of items and diligence on other User’s prior to buying Items rests solely on the User’s of the Site. Given our outlined role in this Agreement, the Site does not and cannot assure you that, and disclaims any responsibility or liability for any of the following:

The Users of the Site

are not misrepresenting their identity, location, or authority to enter into contracts; and
are of legal age and capacity to enter into contracts.

A Seller placing a Listing for an item on the Site is able to or will complete the sale of the Item or deliver the Item to the Buyer, or that a Buyer placing a bid, making an offer, or purchasing an Item is able to or will complete the purchase of an Item from a Seller.
A Seller has truthfully and accurately described an item placed on the Site in the Item’s applicable Listing.
An Item listed for sale on the Site exists, or is:

safe,
of any particular quality,
non-infringing with regard to the Intellectual Property rights of any person or entity, or
free from liens, encumbrances, or contractual claims attributable to Seller, or that an Item may be sold by the Seller in compliance with Applicable Law.

The offer, possession, sale and/or shipment of an Item complies with any or all Applicable Law.

Monitoring of Listings and Postings. We provide Users with tools and instructions for creating Listings to sell Items on the Site. We have the right, but not the obligation, to monitor, edit, refuse to post, or remove any Posting or Listing from the Site, in our discretion. Notwithstanding this right, we are not responsible for the Content of Listings or Postings posted by Users. Monitoring of Postings and Listings by us is not intended to verify the accuracy of the information contained therein and should not be relied upon by you for any purposes.
In the event that TGX is uncertain as to its duties or rights under this User Agreement, receives any instruction, demand or notice from any User, government agency, or financial institution which, in TGX’s opinion, is in conflict with any of the provisions of this User Agreement, or any dispute arises with respect to this User Agreement or the escrowed funds, TGX may:

Consult with legal counsel. This may include staff attorneys of TGX or may include outside counsel. Users hereby consent to TGX’s action based upon the recommendations of legal counsel in order to act on behalf of both parties to the Transaction.
Discharge our duties under this User Agreement by depositing all funds by interpleader action with a court of competent jurisdiction.
Give notice of TGX intent to resign as escrow agent. Within five days of providing any such notice, not including administrative days caused by any bank or financial institution, TGX will return all fees associated with the Transaction. Following any such notice, and the subsequent reversal of all charges, Users agree that the TGX Parties have discharged all of their duties under this User Agreement. Upon payment of the escrow funds pursuant to this User Agreement, TGX shall be fully released from any and all liability and obligations with respect to the escrow funds and the Transaction.

Cancellation of Transactions.

Users may not cancel a Transaction once a Transaction Agreement has been accepted by the Buyer and Seller.
TGX may cancel a Transaction if any User involved in the Transaction fails to follow TGX’s instructions, or at any time if the Transaction appears to violate this User Agreement.
If a Transaction cannot be completed for any reason, including cancellation by TGX for any reason, TGX will notify by email each User that is party to the Transaction, at the email address each has provided to TGX.

User Disputes.

A dispute may be filed with the TGX Parties by the buyer to a Transaction if s/he believes the other party violated the terms of the Transaction.
TGX has the duty and sole authority to act as the arbiter of any dispute between the parties of a Transaction.
All Transaction disputes must be filed with TGX within the relevant Inspection Period at the FFL by emailing contact@trustedgunexchange.com. The Buyer must follow the below steps for a dispute to be valid:

The Buyer must refuse transfer of the firearm at the FFL and not take possession of the firearm;
The Buyer must take photos of the received firearm to pictorially document the significant differences between the “as advertised” listed photos and written description and the received firearm;
The Buyer must email the aforementioned digital images to contact@trustedgunexchange.com;

A Buyer may file a dispute for the following reasons:

"Not Received" (NR): The Buyer did not receive the item they paid for through TGX.

If the Buyer and Seller organized a transaction outside of the TGX platform, thereby participating in disintermediation, then the transaction is not within policy of the dispute process and is the responsibility of the Buyer and Seller.

TGX will not be responsible for this action and will be released from any liability resulting from this transaction.

"Significantly Not as Described" (SNAD): The Buyer received an item they paid for through Trustedgunexchange.com but it is Significantly Not as Described (SNAD).

An item is "Significantly Not as Described" (SNAD) if it is materially different from what the Seller described on our website or in the item listing. Here are some examples:

The Buyer received a completely different item. For example, the Buyer purchased a Colt but received a Springfield.
The condition of the item was misrepresented. For example, the item was described as "new”, but it is clearly used with wear on the frame or receiver.
The item was advertised as an authentic but is not authentic.
The item is missing major parts or features which were not disclosed in its description.
The Buyer purchased three items from the Seller but only received two.
The item was materially damaged during shipment.

An item is not classified as “Significantly Not as Described (SNAD)” if it is materially similar or the same as the Seller's item listing description. Here are some examples:

The defect in the item was correctly described by the Seller. (e.g. The item has minor scratches and was listed as "used" condition along with photos and/or a written description of the minor scratches.)
The item was properly described but the Buyer didn't want it after receiving it. (e.g. The Buyer has decided to purchase a different model of the same merchandise.)
The item was properly described but did not meet the Buyer's expectations. (e.g. The item was correctly listed with a weight of 8 pounds, but the Buyer expected it to “feel” lighter.)

TGX must receive documentary evidence related to the Transaction in dispute, including detailed photographs of the item(s). The parties agree to promptly provide such evidence to contact@trustedgunexchange.com.

The images must be captured at the FFL and the Buyer must refuse transfer of the firearm in question and leave that firearm with the FFL.

TGX will issue a formal decision in the dispute within 30 days of collecting all necessary evidence.

Funds Transfers

TGX may post operating rules related to fund transfers on TGX and change such rules from time to time. It is User's obligation to check these changes prior to each Transaction.
Since the use of bank accounts, debit cards and other payment instruments, and the making of funds transfers with these instruments, may be limited by User's service agreement with User's financial institution and/or by applicable law, TGX is not liable to any User if TGX does not complete a Transaction as a result of any such limitation, or if a financial institution fails to honor any credit or debit to or from a Funds Account.
The User is responsible for reimbursing TGX for any unexpected fees that it may incur in attempting to conduct fund transfers using the payment account information the User provides, including:

Fees incurred if User's account is expired, suspended or otherwise unusable.
Fees incurred if User's account is not enabled for the type of funds transfer being attempted.
Other fees related to attempting a funds transfer with an unsuitable payment account.

A wrongful chargeback occurs when a party has used these Services after proposing or accepting a Transaction Agreement, and later files a cancellation, reversal, or chargeback with their financial institution in order to recover funds it is no longer entitled to under this User Agreement. TGX considers all wrongful chargebacks by a Buyer as a deliberate theft of any Merchandise the Buyer may have received, a breach of contract, and a fraud perpetrated by the Buyer. TGX reserves the right to take a variety of actions, including but not limited to:
Reporting the theft of the Merchandise to the Buyer's local police department and the Bureau of Alcohol, Tobacco, Firearms and Explosives.
Reporting the theft to the receiving Firearm Dealer, to be reported to the Bureau of Alcohol, Tobacco and Firearms per 27 CFR § 478.39a.
Filing legal action against the Buyer for direct financial losses, subsequent damages, and punitive damages.
Hiring a debt collection agency to pursue the return of the funds plus a chargeback management fee of $1,000.00.
Reporting the incident to one or more chargeback abuser database(s) in an effort to prevent the Buyer from conducting business with any other merchants.
User agrees to reimburse all costs that TGX may incur as a result of filing a wrongful chargeback, including but not limited to:

Payment processor chargeback fees.
Customer service representative time at a rate of $50/hr.
Litigation fees associated with any court competent to exercise jurisdiction.
Arbitration fees associated with an arbitration body elected by TGX.

TGX is not liable to any User or third party for any additional charges incurred due to use of a Funds Account, including overdraft charges relating to inadequate funds in a Funds Account.

Transfers of Firearms

All shipments and sales of Firearms on the Site must be carried out through the process of legal Transfer of the Firearm to the applicable Buyer by an FFL selected by the Buyer. Upon purchasing the Firearm, the Buyer must designate an FFL for shipment and Transfer of the Firearm. FFLs may charge separate fees for this service.
Where the FFL determines that the Buyer is not eligible under Applicable Law for Transfer of the Firearm or other item, TGX will void the sale, and relist the item without additional charges to Seller. Depending on the terms of the applicable Listing, the Buyer will be responsible for shipping charges for the firearm to be returned to the Seller’s FFL along with transfer fees back to the Seller. The Buyer will receive their funds from the escrow minus the shipping and FFL transfer fee for the buyer. If the Firearm falls within the purview of the National Firearms Act (NFA), the approved transfer form from the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) will be voided prior to the Firearm being returned.

Third Party Data.

If User arrives at TGX through entities linked and/or integrated with TGX or otherwise by or through a third party such as an internet market, auction site or other form of online exchange, then User authorizes any such third party to transfer relevant data to TGX to facilitate User's Transaction. User represents and warrant that all information User provides to TGX or to any such third party will be true, accurate and complete.
If User chooses to provide TGX with login credentials for any third-party service, User represents and warrants that User is lawfully in possession of these credentials and that they represent access to an account User controls and is not prohibited from sharing access to.

Fees.

TGX presently charges the following fees:

Service fee of 10% of the Transaction purchase price for non-machineguns, in order to provide the Services and facilitate the Transaction, payable by the Seller. Service fee of 6% of the Transaction purchase price for transferable machineguns in order to provide the Services and facilitate the Transaction, payable by the Seller.
A chargeback management fee of $1,000.00 in the event that a User provides information to TGX that results in a Chargeback.

Seller and Buyer agree to pay TGX’s fees for the Services that are disclosed on the Site at the time the Transaction is initiated and completed.

The Buyer shall initiate the funding of the escrow account, encompassing the transaction fee amount, which shall be disbursed to the Seller upon completion of the transaction reduced by the applicable fee incurred by the Seller. Once paid, TGX fees are nonrefundable.

TGX fees may change over time at its sole and absolute discretion. Any changes in fees charged by TGX will appear in the Final Order Screen.
Sellers and Buyers on the Site are required to have a valid payment method associated with their accounts in order to conduct transactions on the Site. By placing a credit card or ACH direct payment account on file with TGX, the User authorizes TGX to charge for any Fees you accrue as a result of using the Site. The User authorizes TGX to consolidate balances from any duplicate accounts User may have created on the Site and bill them to the User’s credit card or ACH direct payment account. Users may revoke their authorization by sending TGX a written request addressed to TrustedXChange LLC, P.O. Box 314, Lexington, MA 02421. TGX may continue to bill the User’s credit card or direct payment account for any fees for any services rendered or actions by User or by TGX taken prior to the receipt of your written revocation. Our billings may appear under the name TrustedXChange LLC.

Security.

TGX uses a variety of security mechanisms to ensure that User's confidentiality is maintained, and that User's personal data remains secured. All website traffic uses transport layer security (TLS) to encrypt and authenticate User's communications with TGX and prevent outside parties from intercepting any such information.
All payment information that is submitted to TGX is transferred and stored via encrypted methods to ensure that no outside party is able to access User's personal billing or payment data.
TGX has strict internal protocols designed to prevent any unauthorized party, including non-essential employees of TGX, from accessing, retaining, or distributing User's personal information.
TGX does not transfer or sell any data about the User. Trustedgunexchange.com will however use data collected surrounding the transaction for its own purposes in advancing trends related to pricing, manufacturers, models, calibers and any other information about the firearms and the regional locations where they are bought and regional locations where they are sold.
TGX has implemented a security system requiring a User ID and a password to access User's Transactions on the Site. User agrees not to give User's password to any other person or entity and to protect it from being used or discovered by any other party.
In spite of these various security measures, User hereby acknowledges that no information transmitted over the internet can ever be one hundred percent (100%) secure, User agrees to indemnify the TGX Parties, its agents, officers, shareholders, and subsidiaries against any loss not to include criminal acts or gross negligence.

Privacy

We collect and use User information only as described in the Site’s Privacy Policy. We store and process User information on computers located in the United States that are protected by technological as well as physical security measures and devices. User can access and modify certain User Information and choose not to receive certain communications by modifying the preferences. For a complete description of how User’s personal information may be used on the Site and User’s choices in this regard, please see the Site Privacy Policy. TGX retains User Information and all information regarding transactions on the Site, unless required to delete them under Applicable Law. User acceptance of this Agreement constitutes acceptance of the Site Privacy Policy. If User objects to personal information being used as described in the Site Privacy Policy, please do not register, or use our services.
Consent to Use User’s Phone Number means that User hereby agrees that the following provisions apply between the Parties with respect to TGX use of telephone numbers provided to us.

Consent to Certain Calls/Texts. User acknowledges that by voluntarily providing telephone number(s), User expressly agree to receive calls or texts messages (which may include prerecorded voice messages, and/or autodialed calls) from the TGX Parties related to promotions, User account, registration, changes and updates, service outages, any transaction with TGX and/or the relationship with TGX or another User. User acknowledges that automated calls or text messages may be made to telephone number(s) even if User telephone number(s) is registered on any state or federal Do Not Call list. User agrees that we may obtain, and expressly agrees to be contacted at, any email addresses, mailing addresses, or phone numbers provided by User at any time or obtained through other lawful means, such as skip tracing, caller ID capture, or other means. User agrees to receive automated calls and text messages from the TGX Parties even if you cancel the User account or terminate the relationship with TGX unless User opts-out (see below). User understands that User does not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. To opt-out or otherwise manage User choices, please see the Site Privacy Policy.
Carrier Charges Are The User’s Responsibility. There is no fee to receive automated telephone calls or texts from TGX. However, User may incur a charge for these calls or text messages from your mobile carrier, which is the User’s sole responsibility. User is responsible for checking User’s telephone plan and contacting the carrier for details.

Data Sharing

User agrees that TGX Parties may collect User Data including IP address.
User agrees that TGX Parties may obtain User Data including geolocation.

User agrees that TGX Parties may share User Data with third parties to which the TGX Parties have delegated any rights and responsibilities, including the rights to perform escrow management, risk analysis, etc. User agrees that TGX Parties must share User Data as lawfully required by United States law enforcement agencies by legal signed warrant or other written mandate authorized by a judge or magistrate recognized at the Municipal, County, State, or Federal levels.

Disclaimers

User expressly agrees that User's use of the Services is at User's sole risk. The Services are provided on a strictly "as is" and "as available" basis. TGX makes no warranty with regard to the underlying transaction, any items obtained by User through the use of the site or the services, that the services will meet User's requirements, or that the services or the site will be uninterrupted, timely, or error free.
User expressly agrees that use of the Services does not ensure compliance with federal, state, or local law, and that it is the User's responsibility to make all determinations regarding the legality of the User's transactions, including whether the User is required to be licensed by the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF).
TGX expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. TGX shall not be liable or responsible for those guarantees, warranties, and representations, if any, offered by any Seller of Merchandise. No advice or information, whether oral or written, obtained by User from TGX or through the Services shall create any warranty not expressly made herein.
User acknowledges and agrees that TGX does not endorse the website of any third party or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third-party intellectual property rights arising therefrom, or any fraud or other crime facilitated thereby. In no event will TGX be liable for any act or omission of any third party, including, but not limited to, User's financial institution, any payment system, any third-party service provider, any provider of telecommunications services, Internet access or computer equipment or software, any mail or delivery service or any payment or clearing house system or for any circumstances beyond TGX’s control due to force majeure.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE TGX PARTIES SHALL 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 SERVICES, OR RELATED TO THE INFORMATION, CONTENT AND FUNCTIONS THEREOF, WHETHER GENERATED BY THE SITE, BY ANOTHER USER OR BY UNAUTHORIZED ACCESS TO THE SITE, DELAYS OR DISRUPTIONS IN OUR SITE, ACTIONS TAKEN BY THIRD PARTIES THROUGH OUR SITE, ACTIONS TAKEN RELATED TO YOUR ACCOUNT, OR VIRUSES OR MALWARE OBTAINED BY USING OUR SITE OR LINKS ON OUR SITE (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANITICIPATED PROFITS, LOST BUSINESS OR LOST SALES, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION OR LOSS OF INFORMATION) EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE TGX PARTIES TO YOU FOR ALL LOSSES (AS DEFINED IN THE DEFINITIONS SECTION), 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 SHALL NOT EXCEED THE GREATER OF:

THE AMOUNT YOU HAVE PAID TO US IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM OR
US $100.

THIS LIMITATION SHALL NOT APPLY IN THE CASE OF WILLFUL OR INTENTIONAL MISCONDUCT, OR IN ANY OTHER CASE WHERE LIABILITY MAY NOT BE LIMITED UNDER APPLICABLE LAW.

Termination of Services and Suspension of Users.

We agree to provide User access to the Site and the services available on the Site only as authorized in this Agreement. We reserve the right to reject User registration by notification of our decision. Even after acceptance, we may terminate or suspend User accounts and User ability to use the Site in our sole discretion, with or without cause and without prior notice to Users. If we believe actions may cause TGX or other Users legal liability, harm, or loss, we reserve the right to notify other Users of any other User actions. Should User object to any of the terms of this Agreement or any subsequent modifications thereto or become dissatisfied with the Site and related Services in any way, the only recourse is to immediately:

Discountinue use of the Site and Services
Terminate the account; and
Notify TGX of the termination.

User may terminate this Agreement and the associated account with TGX only if User does not have active transactions on the Site and if User’s account is paid in full. At any such time, Users may terminate this Agreement and their User account by notifying TGX in accordance with the “Notices” section below. In addition, the User account will be deemed inactive and closed if there is no activity on the account for a period of one (1) year. In the event the User account is closed or terminated, it will be marked inactive in our system, but we cannot delete the User Information or transaction history, unless required by Applicable Law.

User shall remain liable for all Transactions User initiates through the Services prior to such termination, and the performance of User's obligations, including but not limited to, the delivery of the Merchandise and the payment of all amounts User owes prior to termination or discontinuation of User's use of the Services.
User agrees to pay all costs and expenses (including reasonable attorneys' fees) that TGX may incur in order to (a) collect any amounts User owes under this User Agreement and the Instructions or (b) to initiate an arbitration or judicial proceeding to resolve a dispute between Buyer and Seller, as set forth in the Instructions.

Non-Transferability of the Services

User may not assign this User Agreement or the Instructions to any other person or entity. User's right to use the Services shall not be sold or transferred to any other person or entity without the prior written consent of the TGX Parties. TGX may assign this User Agreement upon notice to User. Any assignment or transfer in violation of this provision shall be null and void.

Modifications

TGX reserves the right to change this User Agreement, or any portion of it, at any time, without prior notice, provided that no such change will apply to a Transaction once the Users party to such Transaction have agreed to the Instructions. User understands that the most recent version of this User Agreement will be located on the Site.

Notices

Notices from TGX to User’s will be given by email, or by general posting on the Site. User may contact TGX by filling out the customer support form or such other email address as TGX posts as its address for notice on the Site or in the most recent version of the User Agreement.

Indemnification

User agrees to indemnify, defend and hold the TGX Parties , their affiliates and their respective officers, directors, shareholders, employees and assigns, harmless from any claim, demand, expense or damage, including reasonable attorneys' fees and court costs, arising from or relating to User's use of the Services or any violation of this User Agreement, the rules contained on the Site or within the Instructions, including, without limitation, payment of TGX fees and any charge backs from a card organization or reversal or nonpayment of any credit or debit entry. and hold the TGX Parties harmless from and against any and all claims and all losses incurred by a TGX Party in connection with any of the following, whether by you or by a third party using your User ID:

any breach or violation of this Agreement,
any use of the Site or Services,
a dispute with another User or visitor to the Site,
any violation of any Applicable Law governing your activities on or off of the Site, or
the infringement of any Intellectual Property or other right of any person or entity, whether by you, your Items or your Content that was Posted by you to the Site.
We reserve the right, at our 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 our prior written consent.

In particular, Seller represents and warrants to TGX the veracity of all shipments of Merchandise made as the result of a Transaction conducted through the Site. Seller agrees to indemnify, defend and reimburse the TGX Parties in the event of a breach of this shipment commitment.

Release of Liability

You hereby release all TGX Parties from any and all claims and Losses of every kind, known and unknown, arising from disputes between you and other Users or visitors to the Site. Because the TGX Parties are not and cannot be involved in dealings between Users of the Site, in the event that you have a dispute with another User (whether a Buyer or Seller) or any visitor to the Site, you waive any claim against the TGX Parties and irrevocably release us, our directors, officers, employees and agents from and against any and all claims and Losses (actual, special, incidental and consequential damages, as well as reasonable attorneys’ fees and costs of court) 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.

Content, Intellectual Property, and Restrictions on Use of Site

License to Use of User Content. User agrees that by transmitting or Posting any Content on or through the Site, User grants TGX and our Affiliates a worldwide, royalty-free, perpetual, irrevocable, license to use, modify, perform, display, broadcast, reproduce, create derivative works from, transmit, sell or otherwise use, exploit or distribute, at no cost whatsoever, all such Content and other material (including, without limitation, under all Intellectual Property rights embodied therein), in whole or in part, in any manner or medium (whether now known or hereafter developed), to carry out the Services and for the general business purposes of the TGX Parties and its Affiliates and for any related purpose; provided, however that we will not sell or share User Content with non-Affiliate third parties unless you have granted your consent to the same (which may be in a separate written agreement). We may also create Aggregated Data from User Information and Content, such as Listing and transaction information, to derive useful information (such as valuation information) from the Aggregated Data, and we may share and/or sell Aggregated Data to third parties.

Restrictions on User Use of TGX Content. TGX Content is the sole and exclusive property of TGX or its licensors and is intended solely for personal, non-commercial use in connection with the services provided on the Site. No right, title, or interest in TGX Content or any other materials or software is transferred to the User as a result of this Agreement or User use of any of the services provided on the Site. User may not download, reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of TGX Content, the Site or any related software, nor may User employ any bots or other means to “screen scrape” (or otherwise extract/ obtain the benefit of) data regarding transactions from the Site. All software used in creating the Site is the property of TGX or its licensors and suppliers and protected by U.S. and international copyright laws. Other than in using the functionality supplied to Users of the Site, including the reproduction, modification, distribution, transmission, republication, display, or performance of such TGX Content for User personal or business use is strictly prohibited.
Copyrights and Trademarks. Unless otherwise noted, all of the TGX Content constitutes copyright, trademark, service mark, trade dress and/or other Intellectual Property owned, controlled, or licensed by us or by third parties who have licensed their materials to us and are protected by U.S. and international Intellectual Property laws. The compilation (meaning the collection, arrangement, and assembly) of all of the TGX Content on the Site is the exclusive property of TGX, or its affiliates, and is also protected by U.S. and international copyright laws. All other trademarks not owned by TGX that appear on the Site or any affiliated web site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by TGX Parties. No trademark or service mark license is granted to User as part of User use of the Site. Access to the Site does not authorize anyone to use any name, logo, or mark in any manner. User may not use meta tags or other hidden text utilizing TGX’s name or trademarks without the express prior written consent of TGX.
Abuse of Site. Users are prohibited from violating or attempting to violate the security of the Site, or otherwise abusing the Site, including, without limitation, by

using the site for any illegal purpose;
accessing data not intended for User or logging onto a server or an account which a particular User is not authorized to access or with respect to which User have exceeded your authorized access;
attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
attempting to download, extract or distribute any portion of the code making up any portion of the Site;
attempting to interfere with service to any User, host, or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” participating in a distributed denial of service attack, “spamming,” “mailbombing” or “crashing”;
sending unsolicited email, including promotions and/or advertising of products or services via the Site, or using any information about other Users obtained from the Site in order to do so;
forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting;
using any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site or bypass any measures used to restrict access to the Site;
using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site other than the search engine and search agents available from TGX on the Site and other than generally available third-party web browsers;
transmitting or Posting or including in any Posting any unlawful, harassing, libelous, abusive or otherwise objectional material of any kind to any person;
collecting information about other Users without their consent. Violations of system or network security may result in civil or criminal liability;
interfering with another’s use of the Site or with the proper functioning of the Site,
engaging in any systematic extraction of data or data fields, including, without limitation, email addresses, from the Site or its Users, by use of any automated mechanism, such as web robots, crawlers, spiders or otherwise.

Submissions. All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted, or offered to TGX on the Site or otherwise disclosed, submitted or offered in connection with User use of the Site (collectively, the “Comments”) shall be and remain TGX property. Such disclosure, submission or offer of any Comments shall constitute an assignment to TGX of all worldwide right, title and interest in and to all copyrights and other Intellectual Property in the Comments. As a result, TGX will own exclusively all such right, title and interest and will not be limited in any way with our use, commercial or otherwise, of any Comments.
Copyrights and Copyright Agent. The TGX Parties respect the rights of all copyright owners and have adopted and implemented a policy that provides for the termination in appropriate circumstances of the use of the Site for account holders who infringe the copyright rights of others.
Americans with Disabilities Act. TGX is working to be sure that all our Users, with or without disabilities, can access and utilize any TGX Content and services. TGX strives to meet the standards put forth by the World Wide Web Consortium (W3C’s) Web Content Accessibility Guidelines (WCAG). If, because of disability, you are unable to access content on the Site, or have any questions, please contact us using our Support System or as described below under “Notices.”

Choice of Law and Dispute Resolution

The TGX Parties services are based in the United States and are intended for Users within the continental United States. We do not assert that the Site's functions or information are suitable or accessible for individuals outside the United States. Accessing the Site from locations where its functionality or content violates Applicable Law is prohibited. The use or export of information from this Site in contravention of U.S. or other Applicable Laws on export or import is not allowed. If Users access the Site from a location outside the U.S., the User is responsible for complying with all Applicable Laws that pertain to the use of the Site.
This Agreement and all matters arising from or related to User’s Site usage, including any and all claims arising from User association with any TGX Parties shall be governed by the laws of the State of Delaware. This excludes (i) conflicts of law provisions, (ii) the United Nations Convention on Contracts for the International Sale of Goods, and (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended.
MANDATORY ARBITRATION. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY AGREE THAT ANY PROCEEDING ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SITE OR SERVICES SHALL BE SETTLED THROUGH MANDATORY ARBITRATION UNDER COMMERCIAL RULES FOR ARBITRATION BY THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCESS SHALL TAKE PLACE IN DELAWARE IF MANDATORY ARBITRATION IS UNAVAILABLE, DISPUTE RESOLUTION MUST BE PURSUED EXCLUSIVELY IN A STATE OR FEDERAL COURT IN DELAWARE. YOU WAIVE ANY OBJECTION TO VENUE OR JURISDICTION OF SUCH COURT.
WAIVER OF JURY TRIAL AND CLASS ACTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND THE TGX PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Without waiving the terms of paragraph 100-102 above, the TGX Parties reserve the right to initiate proceedings in any jurisdiction to

secure interim or provisional relief pending dispute resolution or
collect any amounts due under this Agreement or a court award. Actions arising from this User Agreement or Site use must be initiated within one (1) year of the cause of action arising. If an action is brought in an improper forum or outside the time limit, TGX is entitled to recover its reasonable attorneys’ fees.

Miscellaneous

In the event of any dispute, claim, question, or disagreement arising from or relating to this User Agreement or to the Transaction, or breach of any of them, User agrees to resolve such dispute in the manner set forth in the Instructions.
This User Agreement shall be governed by the laws of the State of Delaware, including the Escrow laws of that state. Any dispute shall be resolved pursuant to the Dispute Resolution and Governing Law/Venue provisions of the Instructions. This User Agreement in conjunction with the Instructions and rules contained on the Site constitutes the entire agreement between TGX and User relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, communications and/or advertising with respect to such subject matter.
If there is a conflict between the terms and conditions of this User Agreement, the rules contained on the Site, and/or the Instructions, then the conflicting terms set forth in the Instructions shall control first, these User Agreement shall control second and the rules contained on the Site shall control third. The Instructions are incorporated herein by this reference.
TGX’s failure to exercise or enforce any right or provision of this User Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by TGX in writing.
If any term or other provision of this User Agreement is invalid, illegal, or incapable of being enforced by any law or strong public policy, all other terms and provisions of this User Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.
TGX may assign this User Agreement to any current or future affiliated company and to any successor in interest. TGX also may delegate certain of TGX rights and responsibilities under the User Agreement to independent contractors or other third parties.
If User is a previous User of the Site, then each use of these Services shall constitute and independent contract and assent to these User Agreement, as amended from time to time in TGX’s sole discretion, and evidence that User have read, understood, and accepted the then applicable User Agreement.