Tradeblock Terms of Service
Last Updated: July 5, 2020
Welcome, and thank you for your interest in Astrolab, Inc. d/b/a Tradeblock (“Tradeblock,” “we,” or “us”) and our website at astroxlab.com and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Tradeblock regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 21, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Tradeblock ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 21.)
1. Tradeblock Service Overview. The Service allows users to easily trade their sneakers online with other sneaker collectors. Tradeblock facilitates these trades on its easy to use web platform and also offers authentication services to help ensure that any sneakers exchanged on the platform are authentic. Payments, shipping, and completing trades are all managed through the Service. The Service also allows users to trade securely and anonymously without having to reveal their home address or other personal details to the other trading party. Users can post sneakers in their virtual “closet”, browse sneakers posted by other users, and submit proposed trades.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
3. Accounts and Registration. To access the Service and trade items, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, and phone number. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
4. Trade Process.
4.1 General. All contracts for the exchange of goods are directly between the two parties exchanging items on the Service and Tradeblock only acts as the facilitator of the transaction. Although Tradeblock may suggest certain trades, we do not set prices nor are we an auctioneer. Final valuation decisions are between the two parties trading items.
By exchanging items on the service, you agree to comply with all Community Guidelines, FAQs, shipping guidelines, and other transactional rules posted by Tradeblock on its website from time to time, including these Terms. As described further below, you will be charged a broker fee for each trade you make on the site at Tradeblock’s then current prices.
4.2 Trading Terms. By placing an item in your virtual closet or otherwise posting it on the Service, you are soliciting trade offers for your item. Please review your listings frequently to ensure that they are accurate and up-to-date. Other collectors may send you offers for your item, including offering items they own for trade, offering cash, or some combination of the two. You will have the opportunity to review any offers that are made, and to submit a counteroffer when you are unsatisfied with the conditions of the proposed trade. If you accept a TRADE offer, THE USER WHO PROPOSED IT HAS A SET AMOUNT OF TIME TO CONFIRM THEIR DESIRE TO COMPLETE THAT TRADE AND YOUR ACCEPTANCE IS NOT FINAL UNTIL, AND IS CONTINGENT UPON, THIS CONFIRMATION BY THE OTHER USER. YOU MAY BACK OUT OF THE TRADE BEFORE THIS CONFIRMATION BY THE OTHER USER, BUT AS SOON AS THEY CONFIRM, a contract is formed and you are contractually obligated to complete the transaction, INCLUDING ALL GOODS and CASH offered. If you do not accept an offer but instead send a counteroffer to the party making you an original offer, and then that party accepts your counteroffer, you have a set amount of time to confirm your desire to complete that trade. The moment you submit this confirmation, a contract is formed and you are also legally and contractually obligated to complete the transaction for all goods and cash offered. Upon acceptance, you must promptly ship your items to Tradeblock for authentication in accordance with these Terms. Your transaction will only be complete upon authentication of all items covered by the transaction.
5. Authentication. When you have agreed to a trade with another user, you will send your item(s) in to Tradeblock for authentication following the shipping instructions we provide and using any pre-paid label that we provide. Tradeblock will use its commercially reasonable efforts to confirm whether the items sent by both parties in a trade are authentic. After we receive an item, it generally takes us 2-3 business days to authenticate the item, however, there may be additional delays and we do not guarantee any particular timeline. If we cannot reasonably determine that any item is authentic, or we determine that an item is counterfeit, we will ship all items back to the parties and cancel the transaction. If you provided the counterfeit or suspected counterfeit item, we may charge and retain the brokers fee as compensation to Tradeblock for our time authenticating and shipping back the items. We reserve the right to reject any item sent to us for any reason, including, but not limited to, (a) the item is counterfeit; (b) the item is not the item described in the listing; or (c) the item is damaged or in worse condition than described. In addition to retaining the brokers fee, we may charge an administrative fee to one or both parties in the case that we reject and send back any items to cover our costs for doing so. You agree that Tradeblock will have no liability whatsoever from its decision to reject any items and that such decision is solely within Tradeblock’s discretion. While we will use our commercially reasonable efforts to authenticate items, you acknowledge and agree that no authentication is 100% accurate and we will have no liability for counterfeit items which were authenticated or authentic items which were rejected.
6. Counterfeit Items and Tradeblock Remedies. Tradeblock takes counterfeiting very seriously and does not permit the trade or sale of counterfeit items on the Service under any circumstance. If we receive any counterfeit items from you, or if we suspect counterfeit listings, we reserve the right to take any of the following actions in our sole discretion: (i) cancel any transaction relating to that item; (ii) remove any or all of your other listings from the Service; (iii) cancel all pending trades to which you are a party; (iv) charge you an administrative fee at our current rates to send back your item; (v) report the counterfeit items to law enforcement; or (vi) temporarily or permanently suspend your account. Although we understand that counterfeits may be innocently sent through the service from time to time, after three (3) or more incidents in which we were sent counterfeit items through your account we will automatically and permanently ban you from using from our Service. You agree that Tradeblock will have no liability to you resulting from us undertaking any of the foregoing remedies in response to any suspected counterfeit activity.
7. Trades are Final. ALL TRADES ARE FINAL ONCE ITEMS ARE AUTHENTICATED AND SHIPPED OUT BY TRADEBLOCK AND MAY NOT BE REVERSED OR CANCELLED UNDER ANY CIRCUMSTANCES. If you suspect you were provided counterfeit items or otherwise did not receive the items agreed to by you in the trade, please contact support at email@example.com.
8. General Payment Terms. Certain features of the Service may require you to pay fees. Fees may include broker fees paid in connection with completing a trade, administrative or shipping fees, or other fees as determined by Tradeblock from time to time. Fees may also include any cash amounts offered in connection with a trade, in which case these amounts will be charged and paid to the other party after authentication of all items in the trade is complete. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable.
8.1 Authorization. You authorize Tradeblock or its third party payment provider to charge all sums for the trades that you make and any Services you select as described in these Terms or published by Tradeblock, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Tradeblock or its third party payment provider may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
8.2 Delinquent Accounts. Tradeblock may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid.
9.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Tradeblock grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
9.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
9.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Tradeblock an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
10. Ownership; Proprietary Rights. The Service is owned and operated by Tradeblock. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Tradeblock are protected by intellectual property and other laws. All Materials included in the Service are the property of Tradeblock or its third party licensors. Except as expressly authorized by Tradeblock, you may not make use of the Materials. Tradeblock reserves all rights to the Materials not granted expressly in these Terms.
11. Third Party Terms
11.1 Third Party Services and Linked Websites. Tradeblock may provide tools through the Service that enable you to export information, including User Content, to third party services. By using one of these tools, you agree that Tradeblock may transfer that information to the applicable third party service. Third party services are not under Tradeblock’s control, and, to the fullest extent permitted by law, Tradeblock is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Tradeblock’s control, and Tradeblock is not responsible for their content.
11.2 Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
12. User Content
12.1 User Content Generally. Certain features of the Service may permit users to upload content to the Service, including photos and descriptions of sneakers, messages, videos, and other works (“User Content”) and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
12.2 Limited License Grant to Tradeblock. By providing User Content to or via the Service, you grant Tradeblock a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
12.3 Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
12.4 User Content Representations and Warranties. Tradeblock disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Tradeblock and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 12, in the manner contemplated by Tradeblock, the Service, and these Terms;
b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Tradeblock to violate any law or regulation; and
c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
12.5 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Tradeblock may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Tradeblock with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Tradeblock does not permit copyright-infringing activities on the Service.
13.1 Text Messaging. Tradeblock and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. You may opt out of receiving marketing and/or operational text messages at any time by sending an email to indicating that you no longer wish to receive such texts along with the phone number of the mobile device receiving the texts. You may continue to receive text messages for a short period while Tradeblock processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality that the Service provides to you. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive text messages is not a condition of any purchase or use of the Service. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
13.2 Email. We may send you emails concerning out products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
14.Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
c. use our Service to solicit trades or sales outside of the Service;
d. use or Service to contact any users of the Service other than through functions of the Service that allow you to solicit and receive offers for trades;
e. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
f. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
g. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;
h.sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 10) or any right or ability to view, access, or use any Materials; or
i. attempt to do any of the acts described in this Section 14 or assist or permit any person in engaging in any of the acts described in this Section 14.
15.Digital Millennium Copyright Act
15.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
Astrolab, Inc. d/b/a Tradeblock
ATTN: Legal Department (Copyright Notification)
4811 Kilkenny Dr.
Houston, TX 77048
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Service;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
15.2 Repeat Infringers. Tradeblock will promptly terminate the accounts of users that are determined by Tradeblock to be repeat infringers.
16. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 15, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
17. Term, Termination and Modification of the Service.
17.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 17.2.
17.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Tradeblock may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at firstname.lastname@example.org.
17.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Tradeblock any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 9.3, 10, 11, 12, 17.3, 18, 19, 20, 21 and 22 will survive.
17.4 Modification of the Service. Tradeblock reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Tradeblock will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service
18. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Tradeblock and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Tradeblock Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party (including any disputes related to a trade). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
19. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Tradeblock DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Tradeblock DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND Tradeblock DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR Tradeblock ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Tradeblock ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Tradeblock does not disclaim any warranty or other right that Tradeblock is prohibited from disclaiming under applicable law.
20. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE Tradeblock ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Tradeblock ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 21.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE Tradeblock ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO Tradeblock in broker fees IN THE 6 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 20 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.