MEMBERSHIP AGREEMENT


This Membership Agreement, hereinafter referred to as "Agreement," is entered into and made effective upon the execution hereof by and between the following parties:

1Point Commerce ("1Point"), a limited liability company registered under the laws of the state of Delaware, USA, having its principal place of business and operations at the following address:

61 Demashq Street,
Amman, 11183
Jordan
Website Address: www.1commerce.com
Email: info@1commerce.com

And

All current and future members (individually as “Member” and collectively as “Members”) of 1Point.

1Point and Member may be referred to individually as "Party" and collectively as the "Parties."

WHEREAS, 1Point is designed for the following purpose, elaborated on more fully below:

1Point has created a hybrid (online and off-line) global B2B platform (The Network) designed to facilitate and enhance international trade and commerce; and

Member would like to join 1Point and have access to The Network, acknowledges and agrees to be bound by the terms and conditions listed herein;

NOW THEREFORE in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do agree as follows:


Article 1 -
TERM

The initial duration of the Membership shall be for One-Year.

Article 2 -MEMBERSHIP

This Agreement forms a legally binding agreement between Member and 1Point and governs the Member's access and use of the 1Point’s website (www.1Commerce.com) and any services thereon (collectively the "Membership Services"). Hereinafter "you" or any third-party pronouns will refer to Member.

BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES AND BY ACCEPTING THIS AGREEMENT THROUGH PAPER OR ELECTRONIC MEANS, YOU AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY SINCE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE MEMBERSHIP SERVICES.


Article 3 - MEMBERSHIP SERVICES

The Membership Services specifically provided by 1Point are as follows:

Online Infrastructure enables Members to use any of the following main sections: Products For Sale / Products Wanted / Services Offered / Services Wanted / Liquidations / Joint Ventures / Tenders / and Agencies;

Off-line Infrastructure to support Members: Representatives / Associates (business service providers) / and Traders.

The initial duration of the Membership shall be for One-Year.

Membership Types and Dues:

MEMBERSHIP TYPE

DUES

STANDARD MEMBERSHIP

US $795 Dollars per year.

PERFORMANCE-BASED

(suppliers only – conditions apply)

US $1695 Dollars per year with an activation fee of US $275 Dollars due at the time of registration.

The balance of US $1420 Dollars is due and payable upon the successful completion of your first deal.

The membership continues for one year after the date of your first deal.

No Deal = No Fee

COMMISSION-ONLY

(conditions apply)

A 7.5% commission of the value of completed deals.

One-year membership starts upon approval of your application.

Annual Membership Fee of US $275 

 

  1Point reserves the right to, without notice, change, increase or decrease membership dues.


Article 4 -
MEMBERS OBLIGATION

Members shall:

  • Pay in the manner required all Membership dues owing to 1Point pursuant to this agreement or otherwise.
  • Abide by the letter and the spirit of the "Code of Ethics" of 1Point as may be amended from time to time.
  • Post only accurate true and complete information on the Network and update such information as is necessary in connection with the same from time to time, and
  • Complete the Membership Application Form in a true, complete and accurate manner.

Article 4 – 1POINT OBLIGATION

1Point shall endeavor to maintain and expand the network so as to maximize the benefit to Members.

Article 5 - DISCLAIMERS

1Point is in no way responsible or liable for Member's interactions with others and Member's actions and interactions are Member's sole and exclusive responsibility. 1Point is also not responsible or liable for any content posted by other Members. If Member provides any content for posting to 1Point, 1Point shall be permitted to use such posted content for any legal purpose, as a royalty-free license, but otherwise claims no proprietary rights in Member's content.


Article 6 - REGISTRATION

Members may be asked to register to use the Membership Services. Members will choose a unique identifier (ID) and password. Member is responsible for ensuring the continued accuracy, security, and confidentiality of this information. Members may also be asked to provide billing information, which will be subject to the same requirements of accuracy, security, and confidentiality. Providing false or inaccurate information, or using the Membership Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.


Article 7 - USE

Member agrees not to use the Membership Services for any unlawful purpose or any purpose prohibited under this clause. Member agrees not to undertake any action which may damage 1Point in any way.

Member further agrees not to use 1Point or Membership Services:

a) To harass, abuse, or threaten others or otherwise violate any person's legal rights;

b) To violate any intellectual property rights of 1Point or any third party;

c) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

d) To perpetrate any fraud;

e) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

f) To publish the sale of firearms / hazardous goods / illegal drugs / sexual or porn activities;

g) To publish or distribute any obscene or defamatory material;

h) To publish or distribute any material that incites violence, hate, or discrimination towards any group;

i) To unlawfully gather information about others.


Article 8 - FEES

Member agrees to pay 1Point membership fees ("Fees") at the execution of this Agreement and as 1Point requires thereafter. Member will be shown the specific Fees applicable to each type of the Membership Services at the time of execution and will pay such Fees through 1Point’s online payment system. Fees are payable as described therein.


Article 9 - RELEASE

Member hereby releases 1Point, as well as any of 1Point representatives, associates, traders, affiliates, licensors, suppliers, subsidiaries, parents or other legal representatives, from any claims, demands, damages or other legal action which may arise from Member's dispute with any other Member.

Article 10 - OWNERSHIP OF INTELLECTUAL PROPERTY

The Member acknowledges that the Network, and all trademarks in connection therewith, uses, applications and intellectual property, books, manuals, documents and all other tangible or intellectual property in connection therewith is solely owned by or on behalf of 1Point and nothing in this Agreement shall in any way give or be deemed to give to the Member any interest therein except for the right to make use of the Network on the terms and conditions set out in this agreement.

Article 11 - TERMINATION

1Point may terminate this agreement immediately without notice. The Member may terminate this agreement upon 30 day‘s written notice to 1Point. In the event of such termination, no fees paid to date will be refunded by 1Point to the Member. In the event of a breach by the Member, 1Point may, without notice, immediately terminate this agreement.

This Agreement will also immediately terminate upon the death of the Member, the inability of the Member to pay the Fees required, the liquidation, dissolution or discontinuance of 1Point in any manner, or the filing of any petition by or against 1Point under federal or state bankruptcy or insolvency laws.


Article 12 - LIMITED LICENSE

Member acknowledges and agrees that the 1Point’s name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by 1Point or its affiliates, licensors, or suppliers.

Member acknowledges and agrees that the source and object code of certain Membership Services and the format, directories, queries, algorithms, structure, and organization of the same are the intellectual property, proprietary, and confidential information of 1Point and its affiliates, licensors, and suppliers.

Member expressly agrees not to do anything inconsistent with 1Point’s ownership of all of the intellectual property discussed herein. Member further agrees that there are no rights, title, or interest in or to any Membership Services, except as stated in this Agreement. In addition, except as expressly set forth in this Agreement, Member is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of 1Point or any third party.

For any Membership Services which enable Member to use any software, content, equipment or other physical or non physical materials owned or licensed by 1Point, 1Point grants Member a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services, and any related software, content, equipment or other materials FOR PERSONAL, NON-COMMERCIAL USE ONLY.


Article 13 - RESTRICTIONS

Member is prohibited from selling, reselling, or making commercial use of the Membership Services, unless Member has specifically an executed agreement with 1Point that expressly allows for such activity.


Article 14 - THIRD-PARTY SERVICES

Certain Memberships Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials ("Third-Party Services"). 1Point does not control any Third-Party Services. The organization makes no claim or representation regarding the third-party services and accepts no responsibility for the quality, content, nature, or reliability of Third-Party Services. There is no implied affiliation, endorsement, or adoption by 1Point of these Third-Party Services and 1Point shall not be responsible for any content provided on or through these Third-Party Services.

Article 15 - MEMBER CONSENTS

Member agrees and verifies that all of the information they have given 1Point and its representatives are accurate, up to date, and without the omission of any requested information. Member agrees and verifies that even if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold 1Point harmless against all liability for any damages that may occur to Member or others because of Member's actions or inactions. Member agrees to notify 1Point of any changes or upcoming changes concerning their personal information.

Article 16 - DATA PROTECTION

1Point may hold and process a wide variety of personal data about Members, including name, email address, telephone number, address, payment details, references, personal records, and details of contractual benefits. Some of this data may be "sensitive personal data" including information stored within the computer systems.

We have taken strong measures to protect the security of your personal information and to ensure that your choices for its intended use are honored. We take strong precautions to protect your data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.

Please be aware that, although we endeavor to provide reasonable security for information we process and maintain, no security system can prevent all potential security breaches.

Article 17 – CHANGE IN ADDRESS

1Point’s address MAY change from time to time for any reason. We will notify you of any changes to our address by posting the new address on this website and/or informing you via email. You are advised to consult this webpage regularly for any changes, as continued use is deemed approval of all changes.


Article 18 - ASSUMPTION OF RISK

Member agrees and understands that their participation in the Membership Services may involve risks. These risks may lead to tangible or intangible harm, and Member agrees that these risks may result not only from their own actions but also from the actions of others. With the knowledge and understanding of these risks, Member chooses, of their own will and volition, to continue participating in the Membership Services.


Article 19 - INDEMNIFICATION

Member agrees to defend and indemnify 1Point and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Member's use or misuse of the activities, Member's breach of this Agreement, or Member's conduct or actions. Member agrees that 1Point shall be able to select its own legal counsel and may participate in its own defense if so desired.


Article 20 - REPRESENTATION

Member agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement.

Article 21 - ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Member and 1Point with respect to any and all use of the Membership Services. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties' relationship.


Article 22 - COUNTERPARTS

This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.

Article 23 - SURVIVAL

Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.

Article 24 - SEVERABILITY

If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such a condition, the remainder of this Agreement shall continue in full force.


Article 25 - DISPUTE RESOLUTION

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the city and country: Amman, Jordan; and noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by the applicable and governing law of Jordan. Each Party shall pay its own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by 1Point will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.


Article 26 - GOVERNING LAW

 This Agreement shall be governed by and construed in accordance with the internal laws of Jordan without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in the following city and country: Amman, Jordan.


Article 27 - NOTICES

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement. All notices shall be delivered by email or at the address which the parties may designate to each other, personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.


Article 28 - HEADINGS

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

IN WITNESS WHEREOF, the Parties execute the Agreement as follows:


1POINT COMMERCE LLC