By entering one’s ID and Password you are agreeing to the following:

Parties:

NETWORK COMMERCE INT’L, LLC, (NCI) a Minnesota LLC, having its principal office at 131 NW First Ave, Delray Beach, Florida 33444, (hereafter called "Provider")

Entity entering their ID and Password (hereinafter called the "Subscriber").

BASED UPON the mutual covenants set forth, Subscriber agrees to the following:

 1.        SERVICES

            During the term of this Agreement Provider will permit the Subscriber to have access to the internet based network and communications services operated by Provider called NTTN. Access will be available via the internet transmitted to Provider’s web server. Provider’s server is normally available for access 24 hours a day, 7 days a week. Subscriber must procure, operate, and maintain all communication hardware and software necessary to access the NTTN. Provider is only responsible for the NTTN and the system operating the NTTN.

2.         TERM

            This Agreement shall remain in force until terminated in accordance with the provisions of termination listed below.

3.         PRICE / PAYMENT

            The Subscriber shall make payment for the Provider described in paragraph 1 above.  Price for the NTTN Service for NATD Members is $100 per month and for non-NATD Members is $175 per month. Provider may at any time change such established price schedules. These prices do not include any applicable sales, use, excise or similar taxes, which may be imposed by federal, state and local governments with respect to the NTTN. Subscriber is responsible for all taxes.

            Subscriber will automatically be billed monthly via Subscriber’s Credit Card. In the event any invoice is not paid when due, Provider (reserving all other remedies and rights under this Agreement and at law) at its discretion, and with five (5) days prior written notice to the Subscriber, may either suspend the furnishing of NTTN or terminate this Agreement.

4.         USE OF SERVICES

          Subscriber shall enter only accurate and genuine data on NTTN, and will not enter data or use the NTTN for any improper or illegal purpose.   Improper use shall be solely determined by NCI and includes but is not limited to the solicitation of employees, the making of disparaging statements against others, the sale of items other than technology equipment  and/or the marketing/promotion/solicitation of trading networks or trade associations other than the NTTN and the NATD.  Subscriber shall indemnify Provider from any loss arising out of the improper use of NTTN including the publication of libelous material.

        If a buy or selling listing on the NTTN is made subject to any special terms and conditions, those terms and conditions must be detailed, so as to not be misleading.  For example, if a price listed for an item is subject to a buyer purchasing a specific quantity of said items, the quantity required must be disclosed on the listing.

            Subscribers to the NTTN must be primarily in the business of buying and selling telecom equipment.  Companies that provide services similar to the NTTN, such as allowing owners of telecom equipment to list products for sale on their web site are prohibited from subscribing to the NTTN.

            Provider shall not exercise any right of prior review or engage in censorship of any kind.

5.         RIGHTS IN DATA

            All data entered by Subscriber and by other users of NTTN shall be considered "NTTN Data". Use of the NTTN Data is limited to the Subscriber’s internal use and distribution only. NTTN Data may not be republished, recompiled, or disseminated for use by third parties for commercial purposes. No license in Provider’s software, programs, logo, or systems is implied or intended.

6.         LIMITATION OF LIABILITY & WARRANTY

            Provider shall not be liable, on any theory of liability whatsoever, for any incidental, special, indirect, consequential or exemplary damages arising from use of NTTN or NTTN Data. Provider makes no representations, warranties, promises, statements or affirmations as to the NTTN or the NTTN Data entered therein or the performance thereof. ANY WARRANTIES IMPLIED BY LAW ARE HEREBY DISCLAIMED AND EXCLUDED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.         ETHICS CODE

            Subscriber agrees to be bound by the code of ethics of the NATD including participation in any ethics review process.  Failure to do so will result in removal from the NTTN.    Any Subscriber who is using the NTTN during a free trial period may be removed from the NTTN should the NATD receive an ethics complaint against them, pending resolution of said complaint.

Any Subscriber who the NATD Board of Directors believes is affiliated with a company who has been expelled from the NTTN due to an ethics violation may itself be removed from the NTTN at the discretion of the NATD Board of Directors.

The Code of Ethics is included at the end of this Agreement.

8.         GOVERNING LAW

            This Agreement will be governed by and construed in accordance with the laws of Minnesota, USA. Neither this Agreement nor any rights or obligations under this Agreement may be assigned or otherwise transferred by the Subscriber without the prior written consent of Provider.

9.         TERMINATION

            The Subscriber may terminate this Agreement upon fifteen (15) days prior written notice to Provider in the event Provider changes its established price schedule. Provider may terminate this Agreement for nonpayment of charges or for other substantial cause upon five (5) days prior written notice. Either party may terminate this Agreement without cause as of the first day of any month by giving thirty (30) days prior written notice.

10.        ENTIRE AGREEMENT

            This Agreement supersedes any and all prior representations, conditions, warranties, understandings, proposals, or previous agreements between the parties hereto, oral or written, in relation to the NTTN, including without limitation, the terms of any purchase order submitted by the Subscriber, and constitutes the sole, full and complete Agreement between the parties hereto.  Subscriber acknowledges that they understand and agree to this Subscription Agreement in its entirety.

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CODE OF PROFESSIONAL CONDUCT AND PRACTICES

Members of the North-American Association of Telecommunications Dealers (the "NATD") and Subscribers to the North-American Association of Telecommunications Dealers Network ("NTTN") have pledged to honor and abide by the Code of Ethics (the "Code") to ensure the public of high standards in all dealings with NATD Members and NTTN Subscribers. The NATD seeks to enforce the Code through an Ethics Committee consisting of members of the NATD which considers alleged violations and renders Sanctions, including expulsion from the NATD and suspension from the NTTN. The Code reflects the dedication of the Members of the NATD and Subscribers to the NTTN to maintain the highest level of ethics and responsibility in their relationship with the public, other dealers and customers.

The Code

Members of the NATD and Subscribers to the NTTN agree to the following:

Article I

To maintain and enforce high standards of ethical professional conduct making Membership in the NATD a recognized mark of experience, integrity and competence.

Article II

To regard as confidential all information concerning the business and affairs of the customer.

Article III

To conduct business in a manner which brings credit to and enhances the reputation of the telecommunications industry.

Article IV

To publicize products and services in a professional manner, avoiding all conduct, practices and promotions likely to discredit the industry.

Article V

To broaden public understanding and enhance confidence in the telecommunications industry so that users will be encouraged to use Member products and services as their primary resource.

Article VI

In keeping with these principles, Members of the NATD and Subscribers to the NTTN make the following pledge:

1. To follow through and complete any agreement made verbally or otherwise to any NATD Member or non-member, prospect or customer.
2. To conclude a transaction in a competent and professional manner once the parties have agreed to complete a specific transaction.
3. To honor an offer that has been accepted as expeditiously as possible.
4. To fully disclose all limitations on the authority of an employee or agent representing a Member or Subscriber to a transaction.
5. To use only one name, identity or affiliation in all negotiations or in a competitive bidding environment.
6. To refrain from disparaging others by statement or innuendo.
7. To respond to any complaint alleging violation of the Code and participate in all proceedings prescribed by the NATD Board of Directors.

Conclusion

The Ethics Committee reviews infractions of the Code with regard to ethical behavior and the integrity of its Members and NTTN Subscribers. Members found in violation of the Code will be subject to disciplinary action, including suspension or expulsion from the NTTN and/or the NATD.