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RailRoadTrader.com Terms & Policies

Below you will find the collective of what makes up our Terms and Conditions. Please review them and understand using  RailRoad Trader website as a consumer or vendor indicates agreement with these terms. 

Railroad Trader strives to create a positive community for everyone who uses equipment and our website. Our site and community is a place where anyone passionate about railroad equipment can feel welcome. In the same way that on a job site or in our industry as a whole there is respect for all involved – we ask that all members, advertisers, and buyers exemplify the same courtesy and respect as you would in the job site or as a human sharing this earth..

Our community is vast and diverse. For this reason, we developed a “code of conduct”. Some may seem self-explanatory, others may appear limiting but the overarching goal is to maintain the integrity of our community and create a safe place for the exchange and sales of equipment for our industry. Here are a few topics to avoid that will help you steer clear of trouble:

SEX AND NUDITY
Nudity is not allowed, particularly if it is in a sexual context. Generally, if a video or image is intended to be sexually provocative, it is not acceptable on RailRoadTrader.com.

HATE SPEECH
Hate speech refers to content that promotes hatred against a group or person for any reason or on any basis, including (among other things) race, ethnicity, religion, sexual identity, gender identity, disability, or nationality. Hate speech has no place in our equipment community and will not be tolerated on RailroadTrader.com.

SHOCKING AND DISGUSTING
Let’s face it if you have been in this industry for a significant time you may have witnessed an injury or at the highest a casualty. This being said posting images and the like that depict, show, or exhibit any shocking or grotesque pictures is not permitted in RailroadTrader.com

DANGEROUS OR ILLEGAL ACTS
RailroadTrader.com does not allow any content that is intended to incite violence or encourage dangerous illegal activities. This type of content includes, but is not limited to, instructional bomb-making, assassin training, sniper attacks or videos that train terrorists or otherwise provide instruction on terrorist-related activities. Furthermore, RailroadTrader.com prohibits all content that depicts or otherwise provokes illegal activities such as mistreatment of animals, drug use and abuse, underage drinking and smoking, and reckless/dangerous operation of any motor vehicles.

CHILDREN
Videos involving children (anyone under the age of 18) are particularly sensitive. The posting of any video of any child is not the purpose of our community and maybe a federal crime. Any posting of these will be reported directly to the authorities. There is no assumption of confidentiality when it comes to this.

ENFORCEMENT
RailroadTrader.com staff review flagged videos 24 hours a day, seven days a week, to determine whether they violate our Community Guidelines. When they do, we remove them.

If you see content that violates our Terms and Conditions and/or Privacy Policy, then click the “REPORT” button at the footer of the site (when logged in) to submit it for review by the RailroadTrader.com staff. Or you can email our Community Guidelines enforcement team at CommGuidelines@RailroadTrader.com; please provide a product link when emailing.

Accounts are penalized for violating our Community Guidelines, and serious or repeated violations can lead to account termination without any refund of fees. If your account is terminated, you will not be allowed to create any new accounts and you will receive no refund for any fees and will still be responsible for the remaining balance (if any). For more information about how the Community Guidelines are enforced and the consequences of violating them, please email CommGuidelines@RailroadTrader.com.

The use of our site; paid or unpaid indicates agreement to these guidelines, implied or explicit. 

Thank you for visiting this website and/or one or more of our affiliated websites (collectively, this “Website”). The terms and conditions that apply to your access to and/or your use of this Website (and the information, products and services available through this Website), and our use of any communications or User Content (defined below) that you submit to us or post on this Website, are set forth below. By using this Website or submitting communications or User Content to us, you accept and agree to all of the terms and conditions set forth herein (the “Terms and Conditions”), which form a legally binding agreement between you and RailRoad Trader and/or our applicable business divisions and/or affiliates (collectively, “RailRoad Trader”, “us”, “our” or “we”). In addition, if you are advertising or selling with us, you must also accept and agree to comply with all of the terms and conditions of our Advertising Agreement.

General; Changes to Terms and Conditions
You are responsible for protecting the confidentiality of your password(s), if any, assigned or otherwise utilized in connection with your use of this Website. PLEASE SEE OUR PRIVACY POLICY FOR TERMS APPLICABLE TO OUR DATA COLLECTION AND USE PRACTICES, AMONG OTHER THINGS.

We reserve the right to change these Terms and Conditions, and our separate Privacy Policy, from time to time as we deem appropriate by posting such changes on this Website or Privacy Policy, as applicable. Any changes, modifications, additions or deletions shall be effective immediately upon posting unless otherwise indicated. We will not separately notify you that changes have been made, regardless of the scope and importance of the changes, and we encourage you to periodically check back and review these Terms and Conditions so that you always will know what terms and conditions apply to your access to and use of this Website, or our use of any User Content that you have posted on this Website or submitted to us. Your continued use of this Website and/or your submission of any User Content to us after such changes are posted will be deemed to constitute your agreement to and acceptance of such changes.

This Website may change, and we may restrict access to, suspend or discontinue this Website, or any portion of this Website, at any time.

We reserve the right to refuse service, terminate accounts, and/or cancel orders at our discretion, including, but not limited to, if we believe that customer conduct violates applicable law or is harmful to the interests of RailRoad Trader or its businesses, or its or their customers, affiliates, licensors or licensees.

Ownership; License; Limitations
This Website and all content displayed on this Website and all software, data and information used to provide this Website, including text and images, method of display and presentation, source code, embedded routines and programs and other materials, as well as all copyrights, trademarks, patents and other intellectual property rights therein or thereto, are owned by RailRoad Trader or our owners, affiliates, licensors or licensees, and are protected under worldwide patent, copyright, trademark and other applicable laws and treaties, including, without limitation, applicable trade secret laws. We grant you the limited and nonexclusive right and license to access or download a single copy of the content from this Website solely for your personal and non‑commercial use and as necessary in connection with the use of any services available through this Website.

Except as expressly authorized in these Terms and Conditions, you may not modify, distribute, reproduce, display, or use this Website or any elements thereof. Furthermore, (i) reproduction, re‑transmission or re‑presentation in any form, in whole or in part, of any content, programming code, images or graphics included within this Website is strictly prohibited without our prior express written permission; (ii) you may not frame, squeeze back, overlay or employ other techniques to enclose or display this Website, or any trademark, logo, content or other proprietary information (including images, text, page layout, or form) included on this Website, with any other software or content of a third party; (iii) you may not use any meta tags or any other “hidden text” utilizing the names or trademarks of RailRoad Trader or our owners, affiliates, licensors or licensees without our or their express written consent; and (iv) you may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in this Website or the services offered herein.

In addition to and not in limitation of any of the foregoing limitations and restrictions, you are expressly prohibited from using automated means (including but not limited to spiders, robots, crawlers, scrapers, deep‑links, data‑mining, data‑gathering or extraction tools and the like), or any other automated methodology, algorithm or device or any manual process, to for any purpose monitor, copy, download or otherwise access data or content from this Website. A limited exception to the foregoing limitations and restrictions is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to this Website, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our applicable policies and procedures in effect from time to time. “General purpose internet search engine” does not include a website or search engine or other service that specializes in classified listings or in any subset of classifieds listings such as automobiles, vehicles, jobs, housing/apartments, rentals, services or equipment or which is in the business of providing classified ad listing services.

This Website includes certain trademarks and service marks owned by RailRoad Trader and/or our owners, affiliates or others. You agree not to copy, use or otherwise infringe upon or dilute these trademarks or service marks. You further agree that you will not alter or remove any copyright, trademark or other notices from any of Website content.

All rights not expressly granted to you by us in these Terms and Conditions are reserved to RailRoad Trader, and you acknowledge that you do not acquire any ownership rights by accessing or downloading any material, whether or not copyrighted, from this Website as authorized hereunder.

Use at Your Own Risk
We provide the material available through this Website for informational purposes only. You may use the content, information, consumer reviews, data and materials from, and the products and services available through, this Website solely for your personal and non-commercial use. Before you act on any such content, information, consumer reviews, data and materials you have found on, or purchase any products or services available through, this Website, you should independently confirm any facts that are important to your decision. IF YOU RELY ON ANY INFORMATION, PRODUCT, OR SERVICE AVAILABLE THROUGH THIS WEBSITE, YOU EXPRESSLY AGREE THAT YOU DO SO SOLELY AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS YOU MAY INCUR THAT RESULTS FROM YOUR USE OF ANY INFORMATION,

PRODUCT OR SERVICE. Without limiting the foregoing, with respect to any classified advertising services included on or otherwise available through this Website, please note that we do not sell the advertised items directly and are not involved in any actual transaction between any seller and buyer; further, we do not guarantee or insure any item advertised or the completion of any transaction or collect or process payment, act as an escrow service or transfer title, nor do we warehouse, store, ship or deliver any item that is advertised.

Your Account
To protect the account information of our Website members, where applicable, RailRoad Trader assigns to each member either a unique user name or password or a unique ad ID number. These unique identifiers are disclosed to the user via email immediately upon becoming a member of this Website. Only members have the ability to modify their personal information and delete their ads as needed.

If you become a member of this Website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to and accept sole responsibility for any and all activities that occur under your account or password. You agree to notify us immediately of any unauthorized use of your account or password, or any other breach of security, of which you become aware. However, you may be held liable for losses incurred by us or any other user of, or visitor to, this Website due to someone else using your account or password. Please see our Privacy Policy for further information regarding your account or password.

In order to purchase products or services from this Website or to use this Website to sell a product or service, you must be at least eighteen (18) years of age and use a credit card. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in the exercise of our sole discretion.

Links
This Website may provide links or references to third-party sites that we do not operate and/or that will allow you to leave this Website or open an additional browser connecting you to the third-party site. Any such links to third-party sites are provided merely as a convenience to the users of this Website, and such links do not imply endorsement by RailRoad Trader of such other third-party sites or the content contained therein. RailRoad Trader disclaims all liability with regard to your access to such linked websites and your use of and access to any other websites linked to this Website is at your own risk. Further, RailRoad Trader has no responsibility for the content of such third-party sites and shall not be liable for any damages or injury arising from that content or your use, reliance on or access to such third-party sites. For information about such other third-party websites, we encourage you to consult the specific terms of use and privacy policies of such other websites. In addition to these general terms and conditions regarding links to third-party sites, we have included the following link to YouTubeʼs Terms of Service in order to provide you with video upload services while remaining compliant with YouTubeʼs terms, conditions and limitations: https://www.youtube.com/t/terms. Please review these YouTube Terms of Service carefully if the services provided by RailRoad Trader do or may include any video upload or similar services.

Data Security
We have in place what we believe to be reasonable physical, electronic and managerial procedures to safeguard and help prevent unauthorized access of, maintain data security for and correctly use the information we collect online. However, while such reasonable efforts are made to ensure the confidentiality of your private and personal information available as a result of your use of this Website, we cannot and do not warrant or guarantee the absolute safety and security of confidential data on the Internet.

Data Collection and Use
ANY PERSONALLY IDENTIFIABLE INFORMATION PROVIDED BY YOU IN ELECTRONIC COMMUNICATIONS TO RAILROAD TRADER IS GOVERNED BY OUR PRIVACY POLICY. FOR A MORE COMPLETE DESCRIPTION OF OUR COLLECTION AND USE OF PERSONALLY IDENTIFIABLE INFORMATION AND OTHER DATA, PLEASE READ OUR PRIVACY POLICY, THE TERMS OF WHICH ARE INCORPORATED IN THESE TERMS AND CONDITIONS BY REFERENCE.

User Content
You may have the opportunity to post or otherwise submit content and information, including but not limited to consumer reviews, opinions, concepts, inventions, techniques, know-how, data, materials or other postings or communications (collectively, “User Content”), to us via this Website, whether by posting to a public area of this Website (e.g., blogs or message boards) or by other submission to us through email or other means of electronic communication facilitated by RailRoad Trader. By submitting any such User Content to us or posting any such User Content in any public area of this Website, you: (i) grant RailRoad Trader and our owners, affiliates and licensees the royalty‑free, perpetual, irrevocable, non‑exclusive right and license to use, reproduce, modify, adapt, aggregate, translate, prepare derivative works from, publicly display, publicly perform and distribute such User Content (in whole or in part) alone or as incorporated into other works in any form, media or technology now known or hereafter developed, on a worldwide basis; (ii) grant RailRoad Trader and our owners, affiliates and licensees the right to use the name that you use in connection with such submission or post, if and to the extent any or all of them so choose; and (iii) represent and warrant that you own or otherwise control all of the rights to the User Content that you submit or post, the User Content is accurate and the use of the User Content you supply or post does not violate these Terms and Conditions and will not cause injury or damage to any person or entity. You also permit any other user of this Website to access, view, store or reproduce your User Content for that userʼs personal use, which such use may include disclosure to third parties. By posting or submitting such User Content, you hereby waive any claim that RailRoad Trader misappropriated any such User Content or any portions thereof.

Use of Communications Services
We may provide a variety of services on this Website through which you can directly interact with others, such as email services, blogging services, chat rooms, communications tools, forums and other public posting areas (“Communications Services”). (For purposes of these Terms and Conditions, all references to this Website generally include all Communication Services available through this Website.) We cannot and do not review every posting made in these Communications Services. You may well read any given posting before anyone on our staff does. You can expect these Communications Services to include information and opinions from a variety of individuals and organizations other than us. We do not endorse or guarantee the accuracy of any posting, regardless of whether the posting comes from a user, from a celebrity or “expert” guest or from a member of our staff, and we are not responsible or liable for, and do not assume any responsibility in respect of, the views and opinions expressed. We encourage an open exchange of information and User Content, but we want everyone to be able to enjoy these Communications Services.

We do not, in the ordinary course of business, review private electronic messages that are not addressed to us. However, we reserve the right to do so and to use any other forms of information available to us by virtue of your use of this Website and any Communication Services (including, for example, reverse IP address inquiry) in order to comply with the law, to enforce these Terms and Conditions or to protect the rights, property or safety of visitors to this Website and/or users of any Communications Services, our customers, the public or RailRoad Trader and our owners, affiliates, licensors or licensees. We reserve the right (but assume no obligation) to review the content of this Website, including blogs, message boards, chat rooms, listings, forums and other User Content posted to this Website or via any Communications Services to determine compliance with these Terms and Conditions and any other rules established by us, and to satisfy any law, regulation or authorized government request. We shall have the right, in our sole discretion, to delete, move, refuse to post and/or edit any messages, listings, postings or other User Content that we consider unacceptable or inappropriate, whether for legal or other reasons.

By using this Website and/or any Communications Services, you agree not to post, submit or transmit to RailRoad Trader through this Website or via any Communications Services any User Content or other information that (i) violates or infringes in any way upon the rights of others, (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, misleading, fraudulent or otherwise objectionable, (iii) encourages conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law, or (iv) without our express prior approval, contains advertising or any solicitation with respect to products or services. The sender of any User Content to this Website or via any Communications Services or otherwise to RailRoad Trader shall be solely responsible for the content and information contained therein, including its truthfulness and accuracy. By posting to this Website or via any Communications Services, or otherwise submitting User Content to RailRoad Trader, you represent and warrant that you either own or otherwise control all rights necessary for you to provide, post, upload or submit such User Content. Without limiting the foregoing, you shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights or any other harm resulting from any User Content submitted by you to or through this Website or via any Communications Services. We reserve the right to deny access to this Website and/or any Communications Service to anyone who violates these Terms and Conditions or who, in our judgment, interferes with the ability of others to enjoy this Website or Communication Services, or infringes the rights of others. We will comply with the requirements of the law regarding disclosure of any messages to others, including law enforcement agencies.

Notification of Claims of Infringement
RailRoad Trader respects the rights of all copyright holders and in this regard has adopted and implemented a policy that provides for the removal of content from this Website under certain circumstances. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide RailRoad Traderʼs Copyright Agent and include the following information required by the Digital Millennium Copyright Act, 17 U.S.C. 512:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party (e.g., address, telephone number and email address);
A statement that the complaining party has a good faith belief that use of the material is unauthorized; and
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For copyright inquiries, including notification of claims of infringement, please contact RailRoad Traderʼs Copyright Agent at: RailRoad Trader; 1790 Town Park Blvd; Suite D; Uniontown, OH 44685 or CommGuidlines@RailRoadTrader.com.

Violation of These Terms and Conditions

We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of this Website, or to identify, contact or bring legal action against you or anyone else who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or the rights or property of visitors to or users of this Website, including our customers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that we may preserve and store any communication by you with us through this Website or any service offered on or through this Website and may also disclose such data if required to do so by law or if we determine that such disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms and Conditions, (iii) respond to claims that any such data violates the rights of others, or (iv) protect the rights, property or personal safety of RailRoad Trader and/or our owners, affiliates, employees, users of or visitors to this Website or the public.

Without limiting any other provision of these Terms and Conditions, you agree that we may, in our sole discretion and without prior notice, terminate your access to this Website and/or block your future access to this Website if we determine that you have violated these Terms and Conditions or other agreements or guidelines which may be associated with your use of this

Website, including but not limited to our Privacy Policy. You also agree that any violation by you of these Terms and Conditions will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.

Disclaimer of Warranties
YOU AGREE THAT THIS WEBSITE AND ALL INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THIS WEBSITE ARE PROVIDED BY US ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND THAT YOUR USE OF THIS WEBSITE AND ALL INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK. You understand that there may be delays, omissions, interruptions, inaccuracies and/or other problems with the information, products and services available through, published on or promoted over this Website, including information, products and services referred to, advertised or promoted on or sold through this Website. Neither RailRoad Trader nor our owners, affiliates, licensors or licensees warrant that this Website will be uninterrupted or error free; nor do we or they make any warranty as to the results that may be obtained from use of this Website or as to the accuracy, reliability or completeness of content or any information, product or service provided or made available through this Website.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RAILROAD TRADER AND OUR OWNERS, AFFILIATES, LICENSORS AND LICENSEES SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of Liability
NEITHER RAILROAD TRADER NOR OUR OWNERS, AFFILIATES, LICENSORS OR LICENSEES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, INACCURACIES, OMISSIONS OR OTHER DEFECTS IN THE INFORMATION CONTAINED WITHIN THIS WEBSITE. IN NO EVENT SHALL RAILROAD TRADER OR OUR OWNERS, AFFILIATES, LICENSORS OR LICENSEES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, OTHER THAN DIRECT DAMAGES, ARISING OUT OF YOUR ACCESS TO OR USE OF, OR INABILITY TO USE, THIS WEBSITE OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THIS WEBSITE OR OUR USE OF ANY USER CONTENT THAT YOU POST OR SUBMIT TO US. IN ADDITION TO AND NOT IN LIMITATION OF THE FOREGOING LIMITATION OF LIABILITY, IN NO EVENT SHALL RAILROAD TRADER OR OUR OWNERS, AFFILIATES, LICENSORS OR LICENSEES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUES OR PROFITS, OR LOSS OF BUSINESS OR DATA), EVEN IF WE OR ANY SUCH OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Without limiting the foregoing, you agree that the entire aggregate liability, if any, of RailRoad Trader and our owners, affiliates, licensors and licensees arising out of any kind of legal claim (whether in contract, tort, or under any other legal theory) arising out of your access to or use of, or inability to use, this Website or any information, products or services available through this Website, or our use of any User Content that you post on this Website or submit to us, will not exceed one hundred dollars ($100).

Because some states/jurisdictions may not allow the exclusion or limitation of liability for consequential or incidental damages, some of these limitations may not apply to you.

Release and Indemnity
You hereby release and agree to indemnify, defend and hold harmless RailRoad Trader and our owners, affiliates, licensors, and licensees from and against any and all claims, costs, demands, losses, damages, and expenses, including, without limitation, attorneyʼs fees, arising from or relating to (i) your breach of these Terms and Conditions or any matter for which you are responsible or liable under the terms of these Terms and Conditions, (ii) third party claims with respect to our use of any User Content that you have posted on this Website or submitted to us, including, but not limited to, infringement of copyright, trademark, trade secret, patent, proprietary rights or any other claims, or (iii) any dispute between you and any third party, including, without limitation, any other user, any advertiser or any party to any actual, prospective or terminated sale or transaction. If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Miscellaneous
Use of this Website by you for spamming is strictly prohibited. By using this Website, you agree not to use information concerning other users of this Website, or any items such users have listed or searched for on this Website (including listing information, user names, email addresses, telephone numbers, and/or other information), for any purpose that is not expressly permitted by these Terms and Conditions. You may not post information directed to or collect personal information from any minor.

These Terms and Conditions are governed by the laws of the State of Ohio, U.S.A. You hereby consent to the exclusive jurisdiction and venue of state and federal courts located in Uniontown, Ohio, U.S.A., for all disputes arising out of or relating to these Terms and Conditions your use of this Website or the information, products, or services available through this Website, or our use of any User Content that you have posted on this Website or submitted to us. Use of this Website or the information, products, or services available through this Website is not authorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and RailRoad Trader as a result of these Terms and Conditions or your use of this Website or the information, products, or services available through this Website.

You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You shall use this Website and the information, products, and services available through this Website for lawful purposes only. Any conduct by you that in our judgment and discretion restricts or inhibits any other person from using or enjoying this Website or the information, products, or services available through this Website will not be permitted.

You agree that any and all causes of action arising out of or relating to this Website or the information, products, or services available through this Website shall be resolved individually, without resort to any form of class action.

If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or a portion thereof, to be unenforceable, all other terms and conditions shall remain in full force and effect.

Failure by RailRoad Trader to enforce any provision of these Terms and Conditions will not be deemed a waiver of future enforcement of that or any other provision of these Terms and Conditions.

These Terms and Conditions, together with our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof. You also may be subject to additional terms and conditions that apply when you use or purchase certain other products or services from RailRoad Trader.

The use of our site; paid or unpaid indicates agreement to these guidelines, implied or explicit.

This Advertiser Agreement / Terms and Conditions document (a) forms a part of (i) any Order Form to which it is attached or linked by reference that both RailRoad Trader, LLC (together with any applicable business line, subsidiary and/or affiliate  of RailRoad Trader, LLC identified collectively, “RTrader”) and the customer identified therein (“Customer”) execute and deliver, whether in writing and / or electronically, and (ii) any other Order Form that references these Terms and Conditions that RTrader and Customer may execute and deliver from time to time; and (b) sets forth additional terms and conditions relating to the provision and use of the Ordered Product(s)/Service(s) (defined below). The Order Forms described above, these Terms and Conditions, and all attachments, addenda, exhibits, and schedules to such documents are, collectively, the “Agreement.” Capitalized terms that are not defined in these Terms and Conditions (or in an addendum or exhibit hereto), shall have the meanings given those terms under the membership subscription and/or sellers form.

SUBSCRIPTION/MEMBERSHIP

Rtrader sells to vendors based on monthly membership the ability to advertise products relative to the industry RTrader and its owners represent. The purchase and ongoing membership at any level deems the agreement of the vendor; seller; advertiser or seller to adhere to and be contractually responsible for all terms in this agreement.

ORDERED PRODUCTS AND SERVICES

All products and services ordered by Customer in any Order Form and/or any additional or supplemental order form are referred to herein collectively as the “Ordered Product(s)/Service(s).” The Ordered Products/Services may include, but are not necessarily limited to, (i) advertising services (“Advertising”), (ii) the development, hosting, maintenance and/or support of one or more websites (each, a “Customer Websites”) , (iii) digital retail services (“Digital Retail Services”), (iv) lead enrichment and user intelligence services (“Lead Enrichment Services”), (v) data services (“Data Services”), (vi) texting services (“Texting Services”) and/or (vii) the provision of other products or services that may include, among other things, email marketing and/or social media management services.

The initial term for each Order Form and all Ordered Products/Services described therein, unless and until terminated in accordance with Section 9, shall be (i) the initial term set forth in the Order Form, if any, or (ii) if no such term is set forth in the Order Form, a period of twelve (12) months starting on the initial “Begin Date” stated in such Order Form unless otherwise agreed in writing by RTrader. Upon expiration of the initial term, the term for each Order Form and all Ordered Products/Services described therein shall be automatically renewed on a month-to-month basis (the initial term and any renewal term, the “Contract Period”), in each case, unless and until terminated in accordance with Section 9.

For each Ordered Product/Service, RTrader hereby grants Customer a non-exclusive, non-transferable, revocable, limited license during the term of this Agreement to access and use that Ordered Product/Service and the related RTrader Proprietary Materials (defined below) solely in connection with the lawful operation of its business.

With respect to any Ordered Products/Services that include Advertising, Customer expressly acknowledges and agrees that (i) all Advertising content submitted to RTrader for publication hereunder is subject to RTraderʼs approval in its sole discretion, (ii) RTrader reserves the right in its sole discretion to reject or cancel any Advertising at any time, with or without notice to Customer, and (iii) the positioning within any applicable media (including RTrader websites and/or third-party websites) of all Advertising is and shall be at the sole discretion of RTrader. In addition, while there is no requirement that Customer owns the inventory/units included within any Advertising submitted hereunder (for instance, in the case of a broker or auction advertising arrangement), (A) Customer must (and hereby represents and warrants that it does and shall) have all necessary rights to include such inventory/units within any and all such Advertising, and (B) Customer acknowledges and agrees that it is (and shall be) solely responsible for accurately representing all applicable inventory/units included within such Advertising (e.g., price, color, condition, features, etc.), whether or not Customer owns such inventory/units, and RTrader shall not have any liability whatsoever, to any person or entity, for any inaccuracies in any Advertising submitted hereunder.

With respect to any Advertising covered by an OEM (manufacturer) “Co- Op” program, Customer hereby agrees to the following terms and conditions regarding such Advertising (“Co-Op Advertising”): (i) Co-Op Advertising is available under this Agreement for any Advertising products/arrangements specified or otherwise designated by Customer’s applicable OEM; (ii) the dollar amount of Advertising that is eligible for consideration as Co-Op Advertising hereunder cannot exceed the total amount of Fees (defined below) payable by Customer under this Agreement; (iii) due to limited availability, ad detail banners, state banners and gallery banners provided by RTrader as Co-Op Advertising under this Agreement cannot be discounted under any circumstances, regardless of whether such banners are provided as part of a bundle/package or provided “a la carte” (individually); (iv) Advertising must be part of a 12-month commitment from Customer under this Agreement in order to be considered for Co-Op Advertising hereunder and otherwise be eligible for participation in any OEM Co-op program; (v) RTrader will file claims for Co-Op Advertising with the applicable OEM(s) on Customer’s behalf within twenty (20) days after the end of the previous month, and Customer must allow additional time for OEM reimbursement under its Co-Op program; and (vi) unless Customer specifically objects by providing RTrader with written notice of its objection, RTrader may provide to the OEM(s) associated with Customer its Listing Data (defined below) for any and all lawful purposes, including but not limited to regulation of any such OEM’s MSRP requirements and policies associated with any such Co-Op Advertising programs.

With respect to any Ordered Products/Services that include Digital Retail Services, RTrader hereby offers Customer the ability to list any unit of Customerʼs inventory for sale via RTraderʼs “digital retail” platform as noted by one or more designated purchase online calls-to-action on RTraderʼs applicable marketplace website (any such unit listed on an RTrader website via any such call-to-action is a “Covered Unit”). Listing a Covered Unit enables a consumer to pursue the Covered Unit and generally transact on an RTrader marketplace website (each, a “Transaction”), and Customer in turn hereby authorizes RTrader to list and display any unit Customer designates as a Covered Unit utilizing the RTrader platform provisioned by RTrader to Customer. The customer also authorizes all applicable and relevant RTrader partner vendors to provide their respective services as part of the Transaction process to facilitate/complete a consumer buying experience on the applicable RTrader website (the “Transaction Process”). Throughout the Transaction Process up until the point where a consumer discontinues a Transaction, the consumerʼs data / information will be supplied to Customer based on the various steps within the Transaction Process that the consumer has completion prior thereto. Customer (i) acknowledges that the Transaction Process may, upon completion of a Transaction or any portion thereof, require or otherwise involve Customer collecting payment from a consumer through RTrader’s designated processing vendor; and (ii) agrees that RTrader shall, through its processing vendor, (A) process and collect any such consumer payments, and (B) following the collection of payment from any such consumer, remit to Customer (and to RTrader’s partner vendors, as applicable) their respective shares of any such collections.  Customer understands and agrees that RTrader is providing the processing and collection services, and remittance to Customer, only as a courtesy and for the sake of convenience in connection with the Transaction Process; as such, RTrader shall have no liability to Customer whatsoever in connection with the Transaction Process (including but not limited to the collection and remittance process), except to the extent any liability arises out of or results from RTrader’s gross negligence or willful misconduct.  In addition, Customer acknowledges and agrees that on occasion RTrader may be required to return funds to a consumer, whether in connection with a refund, error or other legitimate and lawful return transaction (each, a “Return Transaction”), and in connection therewith Customer hereby (x) authorizes RTrader to debit Customer’s bank account to retrieve funds necessary in connection with a Return Transaction and (y) agrees that it may not and shall not implement a “debit block” on RTrader or its ability to retrieve funds required for a Return Transaction.

With respect to any Ordered Products/Services that include Lead Enrichment Services, Customer hereby authorizes an implementation team from RTrader or a third party contractor acting on its behalf to work directly with Customer and/or Customer’s third party website provider (“Third Party Website Provider”) in order to implement certain lead enrichment and/or user intelligence functionality on the Customer Websites.  Specifically, Customer hereby grants RTrader permission to (i) install certain tracking pixels or other similar tools (“Tracking Tools”) on RTrader’s marketplace websites, the Customer Websites and the Customer Content (defined below) included therein, (ii) perform certain requests to enable the functionality of the Tracking Tools, including, but not limited to, placement of JavaScript code on the URLs of the Customer Websites and (iii) use the Tracking Tools to collect information relating to the Customer Websites and Customer’s use of applicable Covered Products/Services and/or any Analytics Data, Listings Data, Lead Data or Systems Data (each as defined below).  Customer further consents to RTrader supplementing the privacy policies on Customer Websites with a Privacy Policy Addendum provided by RTrader; however, Customer will be solely responsible for compliance with all applicable local, state, and federal laws related to Customer’s privacy policies and/or the operation of the Customer Websites, including, without limitation the Privacy Policy Addendum.  Customer consents to allow RTrader to update the Privacy Policy Addendum from time to time at RTrader’s discretion, and the privacy policies on Customer Websites shall be automatically modified by RTrader to reflect any updates in the Privacy Policy Addendum.  Customer hereby grants to RTrader a worldwide, fully paid up, nonexclusive, nontransferable, non-sublicensable, perpetual, irrevocable right and license to use, reproduce, aggregate, analyze, catalog, de-identify and anonymize Systems Data for the sole purpose of and solely to the extent necessary in connection with (x) RTrader’s performance and exercise of its rights and obligations hereunder and the Privacy Policy Addendum and (y) operating the Tracking Tools.  Customer further grants to RTrader a worldwide, fully paid up, nonexclusive, nontransferable, non-sublicensable, perpetual right and license to use, reproduce, aggregate, analyze and catalog the Systems Data for its internal business purposes, which purposes include, by way of illustration and not by way of limitation, benchmarking purposes, product and service development purposes (including improvements and enhancements to the Tracking Tool), analytics use, promotion of RTrader’s products and services, evaluation of the efficiency, utility and functionality of RTrader’s products and services, facilitation of the provision of software updates, license authentication and provision of end-user support.  For purposes hereof, “Systems Data” means data, content, and information regarding the Customer’s use of the Tracking Tools in the nature of de-identified, anonymized, and aggregated (A) systems administrative data, (B) statistical data, (C) demographic data, (D) operational information and (E) data generated by or characterizing the use of the Tracking Tools, including, without limitation, devices, systems, related software, services or peripherals associated with the use of the Tracking Tools, in each case provided that such de-identified, anonymized and aggregated data cannot be attributed to any Customer Website and cannot be used to identify any individual.

With respect to any Ordered Products/Services that include Data Services, RTrader hereby grants Customer a non-exclusive, non-transferable, revocable, limited license during the Contract Data to (i) access the data included within the Data Services via any applicable data distribution mechanism designated by RTrader and (ii) use the such and related RTrader Proprietary Materials (defined below) solely for its internal use and for any other purpose, if any, expressly authorized in writing by RTrader.

With respect to any Ordered Products/Services that include Texting Services, (i) RTrader will post next to selected listings of Customer’s inventory on its websites a toll-free phone number with a local area code, and (ii) visitors to RTrader’s marketplace websites that are interested in such inventory may text the posted phone number to receive additional information about the inventory. The text will be routed to a separate phone number provided by Customer, and Customer and the interested end user are then able to exchange text messages discussing the inventory, with the end user only seeing the local area code phone number that is posted on RTrader’s website next to the Customer’s listing. RTrader provides Customer with the end user’s phone number only for purposes of allowing Customer to text the end user about the applicable inventory with respect to which the end user initially inquired with Customer.  In addition to and not in limitation of its other obligations hereunder, Customer will be responsible for ensuring compliance with the Telephone Consumer Protection Act of 1991 and the Telemarketing Sales Rule in connection with its use of the Texting Services hereunder, including but not limited to circumstances where Customer contacts the end user at the phone number provided by RTrader beyond responding to the initial inquiry.

RTrader may also offer various products, services and/or other solutions that are provided by third parties and interoperate with one or more Ordered Products/Services hereunder, including but not necessarily limited to social media management and data distribution (collectively, “Third-Party Products”). If (but only if) any Third Party Products are utilized together with Ordered Products/Services, Customer expressly acknowledges and agrees that the following terms shall apply with respect to such Third-Party Products: (i) any use by Customer of any Third-Party Products, and any exchange of data between Customer and any provider of such Third-Party Products, is solely between Customer and the applicable third-party provider, and RTrader does not warrant or support any Third Party Products and hereby expressly disclaims any representations or warranties of any type or nature whatsoever with respect to any Third Party Products; and (ii) in addition to and not in limitation of the foregoing, Customer understands and agrees that (A) Customer shall look solely to the third-party vendor of the applicable Third Party Products (and not to RTrader) for maintenance and support, including but not limited to resolution of system errors, bugs, patches and fixes, and (B) Customerʼs sole and exclusive rights and remedies with respect to any Third Party Products, including rights and remedies in the event any Third Party Products give rise to an infringement claim, will be against the third-party vendor and not against RTrader.

FEES

For each Ordered Product/Service, Customer shall pay RTrader all fees designated in the membership Form for that product or service, as the same may be hereafter modified, which may include one-time “upfront fees” and/or set-up fees and costs and/or “recurring fees” (collectively, “Fees”).

Except to the extent that any such Fees are payable in advance, RTrader will invoice Customer for all Fees on a periodic basis (which will be monthly in most cases).  Unless otherwise indicated on the invoice or agreed by RTrader in writing, all invoices are due upon receipt. If any Ordered Products/Services are provided on a bundled basis, RTrader will begin invoicing for those Ordered Products/Services when the first of those bundled Ordered Products/Services is deployed/activated for Customer’s benefit.

Any invoice that remains unpaid thirty (30) days after the original invoice date shall be subject to interest on any outstanding balance at a rate equal to the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by applicable law. RTrader also reserves the right to impose a late fee of 15% on any invoice that remains unpaid thirty (30) days after the original invoice date. If any outstanding Fees remain unpaid for thirty (30) (or more) days from the original invoice date, RTrader may, without limiting any of its other rights and remedies, suspend the provision of the Ordered Products/Services in respect of which payment has not been received plus any or all other Ordered Products/Services.

In addition to the fees and penalties to which Customer may be subject under Section 2(c) above, if Customer’s Ordered Products/Services include Advertising services that specify a maximum amount of Customer inventory (i.e., units) that may be advertised per month (an “Inventory Advertising Package”), then RTrader may be entitled to additional financial compensation if the number of units advertised in any given month exceeds the units permitted under Customer’s applicable Inventory Advertising Package.  Specifically, if such “excess” Advertising occurs, (i) then RTrader may charge Customer a penalty equal to twenty dollars ($50) per unit advertised in such month in excess of the units permitted under such Inventory Advertising Package without any notice to or consent required by Customer, or (ii) if Customer has exceeded the units permitted in its Inventory Advertising Package for more than seven (7) days in a given month, then RTrader may elevate Customer to the “next-level” Inventory Advertising Package and begin charging Customer for such new, enhanced Inventory Advertising Package without any notice to or consent required by Customer.

All Fees are exclusive of federal, state, and local excise, sales, use, and other taxes now or hereafter levied or imposed for the provision of Ordered Products/Services, and Customer shall be solely liable for and shall pay all such taxes (except for any such taxes based on the net income of RTrader), regardless of when they were incurred and/or whether or not they are included on any invoice.

RTrader may from time to time modify any monthly Fees payable under this Agreement by giving Customer at least one month prior written notice. h Fee modification shall not require an affirmative response by Customer or any further action by the parties; provided, however, if any such Fee modification will result in an increase in the Fees that are payable in respect of an Ordered Product/Service, then Customer may cancel the applicable Ordered Product/Service by giving RTrader written notice of cancellation before the Fee increase goes into effect. If Customer does not timely cancel the applicable Ordered Product/Service, then such Fee increase shall be effective (and binding on Customer) as of the date specified in Traderʼs initial notice.

SYSTEMS

Customer acknowledges and agrees that (i) in order to transact business using the Ordered Products/Services, certain capabilities are required of Customerʼs computing and telecommunications equipment (both hardware and software), (ii) Customer is obligated to procure and install for its use, at its own expense, all equipment and infrastructure (including wiring) that is necessary to access and otherwise receive the benefit of the applicable Ordered Products/Services, and (iii) RTrader shall not be responsible or liable if for any reason Customerʼs telecommunications and computing equipment are incompatible with or otherwise insufficient for Customer to utilize any applicable Ordered Products/Services.

Customer further acknowledges and agrees that (i) RTrader, in its discretion, may collect, track, analyze and/or create information and reports (collectively, “Results Reports”), and use such Results Reports in the manner authorized in this Agreement, related to each of (A) activities and/or results obtained in connection with Customerʼs use of the Ordered Products/Services, including, without limitation, analytics data, measurement data, and other data regarding the use and/or effectiveness of any Advertising, Customer Websites, Digital Retail Services, Lead Enrichment Services, Data Services, Texting Services or other Ordered Products/Services (collectively, “Analytics Data”), (B) consumer or purchaser sales leads generated from Sales Listings (defined below) on Traderʼs marketplace websites or Customer Websites in connection with the provision of the Ordered Products/Services, including, without limitation, all information about the prospective consumer or purchaser received with the lead, including their internet protocol address, geolocation, website browsing and search history, name, email address, phone number and other information as the prospective consumer or purchaser voluntarily provides (collectively, “Lead Data”) and (C) Listings Data and Customer Content (each defined below); and (ii) in furtherance thereof, and without limitation of its rights in connection with the provision of Lead Enrichment Services, RTrader may install certain tracking pixels or other similar tools on Traderʼs websites, the Customer Websites and the Customer Content included therein (including photos) and use those pixels and tools to collect information relating to such use of the applicable Ordered Products/Services and/or any Analytics Data, Lead Data, Listings Data or Customer Content.

COMPLIANCE

Customer represents, warrants and covenants that it is currently in compliance, and shall continue to comply, with all federal, state and local laws, rules, regulations and ordinances applicable to this Agreement and its use of the Ordered Products/Services, including in each case to the extent applicable, but not necessarily limited to, the requirements of the Gramm Leach Bliley Act (15 U.S.C. §§ 6801 et seq.), the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 USC §§ 6101 et seq.), the Telephone Consumer Protection Act of 1991 (47 USC § 227), the Telemarketing Sales Rule (16 CFR Part 310), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), and the California Consumer Privacy Act (Cal. Civ. Code. § 1798.100 et. seq.) and other similar state privacy laws currently in effect or hereafter enacted, in each case as amended from time to time and including the accompanying federal or state regulations related thereto, and any other applicable federal or state requirements regarding use of the Ordered Products/Services (collectively, “Applicable Laws”). Customer further warrants and covenants that it shall comply with all policies and procedures in respect of the use of the Ordered Products/Services that RTrader may provide to Customer from time to time, including, without limitation, policies and procedures regarding (i) end user utilization of any Ordered Product/Service and (ii) language that RTrader may request Customer to include in its website privacy policy and customer order forms. Notwithstanding the foregoing, Customer expressly acknowledges and agrees that any website privacy policy template provided with respect to a Customer Website is provided for illustration only, and Customer agrees that it will consult with its own legal counsel in creating a privacy policy that complies with all Applicable  Laws, including, without limitation, the California Consumer Privacy Act and other similar state privacy laws currently in effect or hereafter enacted.

Customer acknowledges and agrees that, as between Customer and RTrader, Customer is solely responsible for all products advertised via any Advertising hereunder (including but not limited to the pricing thereof) as well as all information, content, messages, editorial content, music recordings, photographs, videos, artwork or other similar content that is included within, displayed on or distributed through any Advertising, any Customer Website, any RTrader marketplace website or any other product maintained or made available, in any media (electronic or otherwise), through any Ordered Product/Service (such content, except to the extent it incorporates any RTrader Proprietary Materials, is collectively the “Customer Content”). Without limiting the foregoing, Customer represents and warrants to RTrader that (i) Customer owns the Customer Content and/or (ii) all licenses, rights and other permissions from third parties (including but not limited to ASCAP, BMI and the Copyright Clearance Center) that are necessary to display or distribute the Customer Content through the applicable Ordered Products/Services shall be and have been obtained (for the benefit of Customer and RTrader) and fully paid before such display and/or distribution commences and, further, shall thereafter be maintained in full force and effect by Customer for so long as such distribution of Customer Content continues hereunder. Customer acknowledges and agrees that RTrader has not undertaken, and will not undertake, any obligation to investigate or evaluate the extent to which the display or distribution of any Customer Content infringes upon or misappropriates any right of any third party or is otherwise permissible.

Customer acknowledges and agrees that, as between Customer and RTrader, Customer is solely responsible for its access, use, storage and disclosure of Lead Data and any other personal information in compliance with all Applicable Laws. Customer acknowledges and agrees that RTrader has not undertaken, and will not undertake, any obligation to ensure that the Lead Data provided to Customer can be used by Customer without violating the Telephone Consumer Protection Act of 1991 (47 USC § 227) and the Telemarketing Sales Rule (16 CFR Part 310), or any other Applicable Laws, in each case as amended from time to time and including the accompanying federal regulations related thereto.

Customer shall implement and maintain commercially customary, industry-standard, technical, physical and organizational measures to ensure the security, confidentiality and integrity of Lead Data and any other personal information consistent with the requirements of all Applicable Laws.

PROPRIETARY RIGHTS; LICENSE; RESTRICTIONS

As between the parties, RTrader shall own all right, title and interest in and to the following (the “RTrader Proprietary Materials”): (i) the Ordered Products/Services, whether owned by RTrader or provided through a contract or license with a third party; (ii) all Intellectual Property Rights (defined below) in the Ordered Products/Services and all software, technology, materials, documentation and Brand Features (defined below) that relate to, or are furnished in connection with, the Ordered Products/Services, including, without limitation, all Intellectual Property Rights in any software product and/or application; (iii) the style and design of any Customer Website; (iv) all text, audio, photo, video or other creative works, whether in print or electronic form, developed by RTrader for any Customer Website or Sales Listing (defined below); (v) all Analytics Data, Lead Data and Results Reports and the content therein; and (vi) all derivative works and enhancements to any of the foregoing. Customer shall not acquire any right, title or interest in the RTrader Proprietary Materials, except for the limited use rights expressly granted under this Agreement, and Customer shall not take any action to impair, limit or interfere in any manner with Traderʼs ownership or rights with respect to any RTrader Proprietary Materials. Any rights not expressly granted herein are deemed withheld. Moreover, except as expressly permitted in this Agreement, Customer may not use, reproduce, transfer, share, sublicense, make available, communicate or transmit any RTrader Proprietary Materials in any form or by any means without the prior written consent of RTrader, and, without limiting the foregoing, Customer is expressly prohibited from reselling, renting, loaning or otherwise sharing any RTrader Proprietary Materials or divulging any related Confidential Information (defined below). Furthermore, Customer shall not directly or indirectly, and shall not permit or authorize a third party to, modify, translate, transform, decompile, reverse engineer, disassemble or otherwise determine or attempt to determine the source code of or from any Ordered Products/Services or any other RTrader Proprietary Materials.  Customer acknowledges and agrees that nothing herein shall be deemed or construed to limit in any manner Traderʼs use of the RTrader Proprietary Materials.

As between the parties, Customer shall own all rights, title, and interest in and to the Customer Content, all specifications and inventory data relating to any Sales Listing that Customer collects and submits to any RTrader marketplace website or Customer Website (collectively, “Listings Data”), together with all Intellectual Property Rights therein (collectively, the “Customer Proprietary Materials”). Notwithstanding Customer’s ownership rights in the Customer Proprietary Materials, Customer acknowledge and agrees that RTrader shall have the right, and hereby grants to RTrader a non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license (with rights to sublicense), to reproduce, use, prepare derivative works from, display and distribute the Customer Proprietary Materials, including but not limited to the Listings Data and the inventory data contained therein, (i) as may be necessary or appropriate for RTrader to provide the Ordered Products/Services (without limiting the foregoing, RTrader may share the Customer Proprietary Materials with its affiliates and applicable third-party vendors to the extent RTrader deems necessary or appropriate to provide the Ordered Products/Services), and (ii) unless Customer specifically objects by providing RTrader with written notice of its objection, to the OEM(s) associated with Customer and its Listing Data for any and all lawful purposes, including but not limited to regulation of any such OEM’s MSRP requirements and policies.

In addition to and not in limitation of the foregoing, the parties acknowledge and agree that (i) subject to the rights of applicable registries and/or registrars in and to any such domain name(s), Customer is the sole owner of the domain name(s) associated with any Customer Website registered by or on behalf of Customer, and Customer shall be solely responsible for any applicable domain name registration fees (RTrader may host domain name(s) on behalf of Customer, but shall have no ownership rights or responsibilities with respect thereto); (ii) RTrader shall have no responsibility for Customerʼs failure to renew or maintain in good status Customerʼs domain name(s); and (iii) Customer shall not be entitled to any credit against its Fees payable to RTrader if any Customer Website is unavailable due to any failure to maintain domain name(s) in good standing.

In addition to RTrader’s other rights set forth in this Agreement, Customer agrees that RTrader may use, prepare derivative works from, reproduce, modify, sublicense, transfer, sell, and distribute any Analytics Data, Listings Data, Lead Data and/or Results Reports for any lawful purposes, including, without limitation, in connection with (i) Traderʼs internal creation, development or improvement of any products and services, or (ii) Traderʼs providing or marketing of any products and services, including analytic reports or measurements of the effectiveness of RTrader products and services, to third parties. In addition, Customer further hereby agrees that RTrader may, and hereby grants RTrader the non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license (with rights to sublicense) to, reproduce, use, prepare derivative works from, display and distribute any Customer Content and Listings Data for any purpose described in the preceding sentence and/or include any such Customer Content or Listings Data in any Results Report, in each case subject to all Applicable Laws related to the sharing, disclosure and distribution of such data, including Applicable Laws limiting or restricting any such sharing, disclosure and distribution thereof.

Customer further agrees that, notwithstanding anything to the contrary herein, RTrader may, and Customer expressly grants RTrader the right to, disclose and provide to its affiliates, representatives and applicable OEM partners, any Lead Data, including the disposition status thereof, with respect to any consumer or purchaser lead that is provided or sold to Customer by such OEM, RTrader or any such RTrader affiliates or representatives.

RTrader shall have a royalty-free, worldwide, transferable, irrevocable, perpetual license (with rights to sublicense) to use or incorporate into the Ordered Products/Services any suggestions, recommendations, enhancement requests or other feedback provided by Customer relating to the Ordered Products/Services.

During the Contract Period and for a period of six (6) months thereafter, Customer shall not induce or attempt to induce any customer, client or supplier/vendor of RTrader to cease doing business with RTrader.

As used herein, (i) “Intellectual Property Rights” shall mean any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide; (ii) “Brand Features” shall mean the trade names, trademarks, service marks, logos and other distinctive brand features of a party, as developed and/or utilized by such party from time to time; and (iii) “Sales Listing” shall mean a classified listing relating to Customerʼs inventory.

CONFIDENTIALITY

During the Contract Period and for a period of three (3) years thereafter, each party (the “Receiving Party”) shall keep confidential and not disclose (except as permitted herein) the terms of this Agreement and all confidential or proprietary information, technology, materials and know-how of the other party (the “Disclosing Party”) disclosed to or acquired by the Receiving Party pursuant to or in connection with this Agreement that either is designated as confidential and/or proprietary or that should reasonably be understood, based on the nature of the information and/or the circumstances surrounding its disclosure, to be confidential and/or proprietary (“Confidential Information”). (Without limiting the generality of the foregoing, Customer expressly acknowledges and agrees that Traderʼs Confidential Information includes the RTrader Proprietary Materials.) In connection with the foregoing, (i) neither party shall use any Confidential Information with respect to which it is the Receiving Party for any purpose other than to carry out the activities permitted or contemplated hereunder (including provision or use of the Ordered Products/Services and any uses authorized under Section 5, as applicable) or to exercise or enforce its rights under this Agreement; (ii) each Receiving Party shall use commercially reasonable efforts to protect the Confidential Information of the Disclosing Party against any unauthorized use or disclosure, and in any event shall take precautions at least commensurate with those taken to protect its own Confidential Information of a similar nature; and (iii) each Receiving Party shall notify the Disclosing Party promptly in writing upon learning of any unauthorized use or disclosure of any Confidential Information of the Disclosing Party and will cooperate in good faith to remedy such occurrence to the extent reasonably practicable. The restrictions set forth in this Section 6 shall not apply to any information that: (A) was known by the Receiving Party without obligation of confidentiality before disclosure thereof by the Disclosing Party; (B) was in or entered the public domain other than as a result of any breach of this Agreement by the Receiving Party; (C) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; or (D) is independently developed by the Receiving Party without use of or reference to any information disclosed by the Disclosing Party hereunder.

Notwithstanding Section 6(a), the Receiving Party may disclose Confidential Information or portions thereof: (i) to its affiliates and its and their respective officers, directors, employees or contractors who (A) need to know such Confidential Information for a purpose described in Section 6(a)(i) above, (B) are informed by the Receiving Party of the confidential nature of the Confidential Information and (C) are subject to confidentiality duties or obligations to the Receiving Party that are no less restrictive than the obligations set forth in this Agreement; (ii) to the extent permitted or contemplated under Section 5; and (iii) to the extent legally required by any applicable law, court order or judicial process, so long as the Receiving Party (A) provides the Disclosing Party with reasonable prior notice of such requirement, (B) discloses only that portion of the Confidential Information that is strictly required by such law, court order or judicial process, and (C) discloses such Confidential Information only to those recipients entitled to receive it under such law, court order or judicial process.

Upon written request of the other party, each Receiving Party shall return to the other or destroy, at the Receiving Partyʼs option, all materials, in any medium, that contain or reveal all or any part of any Confidential Information of the other party. Notwithstanding the foregoing, with respect to Confidential Information provided by the Disclosing Party hereunder, the Receiving Party shall be permitted to retain and not destroy (i) archival copies to the extent such retention is reasonably necessary to comply with applicable laws or to determine or enforce its rights under this Agreement, and (ii) copies that are automatically stored in the ordinary course of business on its or their information technology backup and disaster recovery systems, provided, in each case, that (A) all retained copies shall remain Confidential Information that is subject to the confidentiality and non-use obligations of this Agreement and (B) access to such copies shall be limited to those officers or employees who are responsible for compliance with law, determination or enforcement of rights under this Agreement or maintenance of information technology systems.

DISCLAIMER; LIMITATIONS OF LIABILITY

EACH ORDERED PRODUCT/SERVICE AND ALL OTHER TRADER PROPRIETARY MATERIALS ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT FOR EXPRESS WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, IF ANY, TRADER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, ORAL, IMPLIED OR STATUTORY, WITH RESPECT TO ANY ORDERED PRODUCT/SERVICE OR ANY OTHER TRADER PROPRIETARY MATERIAL, AND TRADER HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE ORDERED PRODUCTS/SERVICES AND ALL OTHER TRADER PROPRIETARY MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING ANYTHING IN THE FOREGOING, (i) TRADER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ANY ORDERED PRODUCTS/SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL FULFILL ANY PARTICULAR NEEDS OR PURPOSES; (ii) CUSTOMER ACKNOWLEDGES THAT THE OPERATION, USE AND PERFORMANCE OF THE ORDERED PRODUCTS/SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS AND LOSSES, INCLUDING INADVERTENT LOSS OR DISCLOSURE OF DATA OR DAMAGE TO MEDIA, WHICH MAY GIVE RISE TO LOSS OR DAMAGE, AND CUSTOMER AGREES THAT TRADER SHALL NOT IN ANY EVENT BE LIABLE ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS OR LOSSES; (iii) TO THE EXTENT ANY ORDERED PRODUCTS/SERVICES INCLUDE LOCATION TARGETING FUNCTIONALITY, CUSTOMER ACKNOWLEDGES AND AGREES THAT (x) LOCATION TARGETING IS BASED ON A VARIETY OF SIGNALS, INCLUDING END USERS’ SETTINGS, DEVICES AND BEHAVIOR WHEN USING OR ACCESSING SUCH ORDERED PRODUCTS/SERVICES, AND (y) BECAUSE THESE SIGNALS VARY, WE CANNOT (AND DO NOT) GUARANTY ANY MINIMUM (OR ANY) PARTICULAR ACCURACY WITH RESPECT TO SUCH LOCATION TARGETING; AND (iv) CUSTOMER ACKNOWLEDGES AND AGREES THAT NO STATEMENTS MADE IN ANY MARKETING MATERIALS OR ANY OTHER DOCUMENTATION (OTHER THAN STATEMENTS THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT) HAVE FORMED A PART OF THE PARTIES’ AGREEMENT OR UNDERSTANDING, AND CUSTOMER IS NOT ENTITLED TO RELY ON ANY SUCH STATEMENTS IN MARKETING MATERIALS OR OTHER DOCUMENTATION.

IN ADDITION TO AND WITHOUT LIMITING ANY OTHER LIMITATION OF LIABILITY HEREUNDER, CUSTOMER ACKNOWLEDGES AND AGREES THAT (i) TRADER SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR OTHER SIMILAR DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES HEREUNDER, ANY ORDERED PRODUCT/SERVICE OR ANY OTHER TRADER PROPRIETARY MATERIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRADER SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR REVENUE, INCLUDING, BUT NOT LIMITED TO, ANY SUCH LOSSES INCURRED AS A RESULT OF LOSS OF USE OF ANY ORDERED PRODUCT/SERVICE OR ANY OTHER TRADER PROPRIETARY MATERIAL, LOSS OR DISCLOSURE OF DATA (HOWEVER CAUSED), BUSINESS INTERRUPTION, COST OF RECOVERING SOFTWARE OR DATA OR OTHER SIMILAR COSTS); AND (ii) TRADERʼS TOTAL LIABILITY FOR ALL CLAIMS OF ANY KIND IN RESPECT OF ANY ORDERED PRODUCT/SERVICE OR TRADERʼS OBLIGATIONS UNDER THIS AGREEMENT RELATING THERETO, OR THE RELATIONSHIP OF THE PARTIES HEREUNDER, REGARDLESS OF THE FORM IN WHICH ANY CLAIM MAY BE BROUGHT (INCLUDING ANY PURPORTED “CLASS ACTION” OR SIMILAR CLAIMS), SHALL NOT EXCEED (IN THE AGGREGATE) THE TOTAL FEES PAID BY CUSTOMER TO TRADER UNDER THIS AGREEMENT FOR THAT ORDERED PRODUCT/SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIMS.

INDEMNIFICATION

Customer shall indemnify, defend and hold harmless RTrader, its affiliates, and its and their respective officers, directors, employees, agents, successors, representatives and assigns (collectively, the “Indemnified RTrader Parties”), from and against any and all claims, proceedings and demands asserted, alleged or brought against any Indemnified RTrader Party by any third party (“Claims”), as well as any damages, settlements, judgments, losses, liabilities, costs and expenses (including reasonable attorneysʼ fees) incurred in connection with any such Claim, that arise out of or result from (i) Customerʼs use of any Ordered Products/Services; (ii) any Customer Proprietary Materials, including, without limitation, any Claim arising out of Traderʼs receipt or use of the Customer Proprietary Materials in the manner contemplated by this Agreement or alleging that any Customer Content or Listings Data (A) infringes upon, violates or misappropriates any Intellectual Property Right of such third party, (B) violates any Applicable Law or (C) is inaccurate or misleading; (iii) any breach by Customer of any representations, warranties, covenants or other terms and conditions set forth in this Agreement; or (iv) Customerʼs violation of or failure to comply with any Applicable Law or applicable OEM requirements.

If RTrader determines, in its sole discretion, that the use of any Ordered Products/Services or other RTrader Proprietary Materials in accordance with this Agreement is, or may be held to be, infringing (or otherwise in violation of the Intellectual Property Rights of any person), then RTrader may at its option and expense either (i) use commercially reasonable efforts to procure for Customer the right to continue using the applicable Ordered Product(s)/Service(s) or RTrader Proprietary Materials as provided in this Agreement for the remainder of the applicable Contract Period, or (ii) use commercially reasonable efforts to replace or modify the applicable Ordered Product(s)/Service(s) or RTrader Proprietary Materials with a version that is non-infringing but that performs substantially similar functions. While pursuing either option, RTrader may in its sole discretion suspend the provision of all or any part of the applicable Ordered Product(s)/Service(s) or RTrader Proprietary Materials. If neither of the foregoing options is commercially viable in the sole judgment of RTrader, then RTrader may terminate its continued provision to Customer of the applicable Ordered Product(s)/Service(s) or RTrader Proprietary Materials and refund to Customer any Fees pre-paid by Customer with respect thereto.

TERM AND TERMINATION

This Agreement (i) shall commence on the initial “Begin Date” stated in the initial membership Form submitted by Customer and accepted by RTrader and (ii) shall remain in effect for the duration of the Contract Period for all products advertised between RTrader and Customer, as such Contract Periods may be extended or renewed in accordance with Section 1(b) hereof, unless and until terminated in accordance with the terms of this Section 9.

TERMINATION

Unless otherwise agreed by RTrader in writing, Customer may not terminate any Order Form (or this Agreement) at any time during the first thirty (30) calendar days of the Contract Period thereof.  After such initial 30 day period period, Customer may terminate any Order Form (and this Agreement) at any time on thirty (15) days’ prior written notice to RTrader. RTrader may terminate this Agreement or any Order Form at any time and for any reason on thirty (30) daysʼ prior written notice of termination to Customer unless termination is based on violation of community guidelines.

In addition to the foregoing termination rights, each party may terminate this Agreement at any time by written notice to the other party if (A) the other party materially breaches this Agreement and the breach remains uncured for a period of thirty (30) days (or, if the breach relates to Customerʼs failure to pay any Fees owed to RTrader, then such cure period shall be ten (10) days) after notice of breach from the non-breaching party, (B) the other party suspends operations, (C) a petition for relief under any bankruptcy legislation is filed by the other party, (D) a petition for relief under any bankruptcy legislation is filed against the other party and not dismissed within forty-five (45) days thereafter, (E) the other party makes an assignment for the benefit of creditors, or (F) a receiver is appointed for all or substantially all of the other partyʼs assets. In addition to and not in limitation of the foregoing, RTrader may terminate this Agreement (including any and all active Order Forms) immediately upon written notice to Customer if Customer, or any of its employees, agents or other representatives, engages in any conduct that RTrader in its reasonable discretion deems offensive, inappropriate or otherwise inconsistent with Traderʼs standards of conduct, including, without limitation, use of abusive, insulting or derogatory language with any RTrader personnel.

Following termination of this Agreement for any reason, all rights and licenses granted herein shall terminate and Customer shall immediately cease use of all Ordered Products/Services (and discontinue use of all other RTrader Proprietary Materials) and at RTrader’s request certify to RTrader that it has destroyed all copies of all applicable RTrader Proprietary Materials. Notwithstanding the foregoing, termination of this Agreement shall not limit either party from pursuing any remedies available to it at the time of or in connection with such termination, nor shall such termination release Customer from its obligation to satisfy all payment obligations under this Agreement. Sections 2, 5, 6, 7, 8, 9(c), 10 and 11 shall survive any termination or expiration of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

The parties hereby expressly (a) agree that their respective rights and obligations shall be determined solely by the terms of this Agreement and (b) waive and opt out of any application of the Uniform Computer Information Transactions Act, or any version thereof, adopted in any state in any form to the maximum extent permitted by applicable law. This Agreement will be construed in accordance with and governed by the laws of the Commonwealth of Virginia (subject to clause (b) in the preceding sentence), without regard to principles of conflicts of law. Each party irrevocably consents to the exclusive jurisdiction and venue of any local, state or federal court located in Uniontown, Ohio, in connection with any dispute, claim or controversy arising out of or relating to this Agreement and waives any objections in the nature of jurisdiction or venue. In any action or other proceeding by which Customerʼs account is referred to an attorney or collection agency for collection of Fees or other amounts owed hereunder, Customer will pay for all collection fees, costs and expenses incurred by RTrader in connection therewith. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR  COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

GENERAL

Authority: Each party represents and warrants to the other that (i) it is duly organized, validly existing and, where applicable, in good standing under the jurisdiction of its organization, (ii) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and (iii) upon the acceptance and delivery of this Agreement by Customer (including acceptance and delivery via electronic signature), this Agreement shall constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Independent Contractors: At all times during the term of this Agreement, RTrader and Customer shall be treated, for all purposes, as independent contractors of each other and the execution and delivery of this Agreement is not intended to, nor shall it be construed to be, the formation of a partnership, syndication, association, joint venture or organization of any kind whatsoever between RTrader and Customer, and no such entities shall have any fiduciary duty to the other as a partner, co-venture, joint owner or the like.

Promotional Matters: RTrader may issue press releases and other marketing and promotional material describing the relationship created by this Agreement and, among other things, may display websites or products developed for or provided to Customer as examples of the service offerings available from RTrader. Customer hereby grants RTrader the limited, revocable and royalty-free right to use Customerʼs name, trademarks, service marks and logos (i) in advertising targeted to all or any portion of Customerʼs customer base in connection with the performance of the Ordered Products/Services hereunder, and (ii) in any advertising and publicity identifying Customer as a customer of RTrader.

Notices: All notices and other communications to each party must be in writing and sent to the applicable address specified in the Order Form, with any such notices to RTrader to be sent care of, (i) for routine business matters, the sales rep or client service rep assigned to Customer by RTrader; or (ii) for material business or legal matters, Vice President/General Manager of the applicable RTrader business line, with an electronic copy to CommGuidelines@RAILROADTRADER.COM. Unless otherwise agreed, notice shall be deemed given upon (A) receipt when delivered personally, (B) written verification of receipt from the overnight courier, (C) verification of receipt of registered or certified mail, or (D) verification of receipt via email.

Force Majeure: No party shall be deemed to be in default or otherwise liable for any delays or failure in performance of its obligations under this Agreement (other than its obligation to pay any monies owed hereunder, which shall not be excused) resulting directly or indirectly from any cause or circumstances beyond its reasonable control, including but not limited to acts of God or nature, war or warlike conditions, terrorism, riot, embargoes, acts of civil or military authority, fire, flood, accidents, strikes or labor shortages, sabotage, shortages in fuel, transportation facilities or materials, epidemics or pandemics, or failures of equipment, Internet, telecommunications facilities or third party software programs.

Severability; Waiver: If any term or condition of this Agreement is found or ruled to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law. The failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

Remedies: Except as otherwise expressly set forth in this Agreement, a partyʼs remedies set forth herein are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which shall be deemed as waived by virtue of a partyʼs exercise of any other remedy. Each party acknowledges that any unauthorized use or disclosure of the other partyʼs Confidential Information would cause the other party irreparable harm that would not be adequately compensated by monetary damages; accordingly, in addition to any other remedies available to it at law or in equity, each party will be entitled to seek injunctive or other equitable relief to prevent any actual or threatened unauthorized use or disclosure of its Confidential Information without any requirement to prove the inadequacy of monetary damages or post any bond or other security.

Amendment: RTrader may amend, update and otherwise make changes to any portion of this Agreement from time to time and for any reason, including without limitation to reflect updates to Ordered Products/Services or changes in law.  Except as otherwise expressly provided in this Agreement (such as, by way of example, in the case of Fee increases by RTrader), if RTrader amends, updates or makes a change to this Agreement, it will be effective upon posting of the amended, updated or modified terms at https://www.railroadtrader.com/advertiser-agreement/ (or any successor website).  Customer is responsible for periodically reviewing this Agreement (and such website) for updates and amendments. By continuing to use Ordered Products/Services subsequent to the posting of any updates or amendments, Customer will be deemed to have agreed to and accepted such updates and amendments in their entirety. If Customer does not agree to any update or amendment to this Agreement, then as its sole remedy and recourse Customer must discontinue using the Ordered Products/Services. RTrader’s customer service representatives are not authorized to modify any provision of this Agreement, either verbally or in writing.

Assignment; Continuing Obligation: This Agreement is and shall be freely assignable by RTrader, but Customer may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any other person or entity without the express prior written consent of RTrader. In addition, and notwithstanding anything to the contrary set forth in this Agreement, if another person, business or entity becomes the “Customer” under this Agreement, whether by way of a permitted assignment hereof, change of ownership of the original/current Customer hereunder, or any other means or mechanism whatsoever, then following such assignment, ownership change or other means/mechanism the original/current Customer shall nonetheless be and remain responsible for both (i) all obligations incurred by the original/current Customer hereunder prior to such change, and (ii) to the extent (if at all) permitted by Applicable Law, any and all obligations (including but not limited to payment of all Fees) incurred by any such new “Customer” subsequent to such change.

Third Party Beneficiaries: This Agreement is not intended to benefit any third party and the parties do not intend to create, and do not and shall not be deemed to create any third-party beneficiary rights hereunder, except that each Indemnified RTrader Party is a third-party beneficiary of Section 8(a) and shall be permitted to enforce its rights thereunder.

Marketing Communications: By entering into this Agreement, Customer consents to receive marketing messages, including emails, from RTrader. Customer may unsubscribe from such marketing messages from RTrader at any time by completing and submitting to RTrader an Email Opt-Out Form available upon request from RTrader including entering on such form the applicable Customer email address and the name of the applicable RTrader business submitting the marketing messages.

Entire Agreement: This Agreement, including each applicable Order Form and these Terms and Conditions, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written or oral, with respect thereto. (Without limiting the generality of the foregoing, this Agreement supersedes in their entirety all previous Advertising Agreements / Terms and Conditions, including any and all amendments thereto, governing or otherwise related to the Ordered Products/Services offered and provided by RTrader.) Customer further agrees that in deciding to become a party to this Agreement, Customer has not relied upon any representations or warranties, written or oral, that are not expressly set forth in writing in this Agreement.

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last updated: 

12/01/2023

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