Terms of Use

Introduction

Welcome to Mike Baker Authenticated, LLC. By using MBA Exchange (including mbadiamond.com, and the general principles for the websites of our subsidiaries.

Scope

Before you may become a member of MBA Exchange, you must read and accept all of the terms in, and linked to, this User Agreement and the Mike Baker Authenticated, LLC. Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you agree that this User Agreement and Privacy Policy will apply whenever you use Mike Baker Authenticated, LLC. sites or services, or when you use the tools we make available to interact with MBA sites and services.

1. Who Can Use Mike Baker Authenticated, LLC.

The Service is only available to individuals or companies who can form legally binding contracts under applicable law. Thus, you must be at least 18 years of age to use our services. If you do not qualify, please do not use the Service. Mike Baker Authenticated LLC. may, in its sole discretion, refuse the Service to anyone at any time. The Service is not available to temporarily or indefinitely suspended Mike Baker Authenticated LLC. Members.

2. Your Information And Items For Trade.

“Your Information” includes any information data, text, software, music, sound, photographs, graphics, video, messages or other materials you provide to us or other users during the registration, trading or listing processes, in any public message area or through any email feature. With respect to Your Information, you are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. We may take any action, however, with respect to Your Information we deem necessary or appropriate in our sole discretion if we believe it may create liability for us or may cause us to lose (in whole or in part) the services of our ISPs or other suppliers. You hereby warrant that you have all rights, including all copyrights, necessary to submit Your Information to Mike Baker Authenticated LLC. You acknowledge that Mike Baker Authenticated LLC. does not take any responsibility to determine what information that is submitted to us is protected, nor will we be responsible for the use of Your Information by other users of the Service.

2.1 Registration Obligations.

If you register with us, you agree to: (a) provide true, accurate, current and complete information about yourself or company as prompted by the member information form at https://www.mbadiamond.com/signup, and (b) maintain and promptly update the member information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Mike Baker Authenticated, LLC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Mike Baker Authenticated, LLC has the right to suspend or terminate your registration and refuse any and all current or future use of the Service (or any portion thereof). If you have registered with us on behalf of a company or other entity, then you represent and warrant that you have the authority to bind such company or other entity to the Terms.

2.2 Member ID, Password and Security.

During the registration process, you will select a Member ID and Password. You are solely responsible for maintaining the confidentiality of your Member ID and Password, and for all activities that occur under your Member ID and password. You agree to (a) immediately notify Mike Baker Authenticated, LLC of any unauthorized use of your Member ID or Password or any other breach of security, and (b) ensure that you properly exit the web site at the end of each session. GMike Baker Authenticated, LLC. cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph.

2.3 Rules About Your Information.

You agree that Your Information and the items you offer for sell on MBA: a. will not be fraudulent or involve the sale of counterfeit or stolen items; b. will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy (See our Copyright Policy for more information); c. will not violate any law, statute, ordinance or regulation (including without limitation those governing export control, trade quotas, consumer protection, unfair competition, anti-discrimination or false advertising); d. will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; e. will not be obscene or contain child pornography; f. will not contain any viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and g. will not link directly or indirectly to or include descriptions of goods or services that: (i) are prohibited under this Agreement; or (ii) you do not have a right to link to or include. You also agree not to use the Service (h) in connection with chain letters, junk e-mail, spamming or any duplicative or unsolicited messages, (i) to collect e-mail addresses and other information about others without their consent or (j) to create false e-mail addresses or otherwise attempt to mislead others as to the identity of the sender or the origin of a message.

2.4 Prohibited Items.

You may not post on our site or trade through our site any: (a) any item that could cause us to violate any applicable law, statute, ordinance or regulation.

3. The Trading System

3.1 No Trade Manipulation.

You agree to not use a shill (a secondary account or third party) to manipulate the outcome of a negotiation with another trader.

3.2 System Integrity.

You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the mbadiamond.com site or any trade being conducted on our site. You may not take any action, which imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password to any third parties or use your password for any unauthorized purpose.

3.3 No Commercial Exploitation.

You agree that you may not commercially exploit any information, including but not limited to, copying (through robot, spider, any other automatic device or manual process) any information displayed, on the www.mbadiamond.com web site without prior written authorization from an authorized officer of Mike Baker Authenticated, LLC.

4. Termination.

You agree that Mike Baker Authenticated, LLC, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard Your Information within the Service, for any reason, including without limitation, if believes that you have violated or acted inconsistently with the letter and spirit of the Agreement. Mike Baker Authenticated, LLC may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Mike Baker Authenticated, LLC may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Mike Baker Authenticated, LLC shall not be liable to you or any third party for any termination of your access to the Service. Paragraphs 12, 13, and 14 shall survive any termination of this Agreement.

5. The Service is Provided “As Is”.

We will try very hard to make your experience with Mike Baker Authenticated, LLC enjoyable. Unfortunately, we cannot always foresee or anticipate technical or other difficulties. These difficulties may result in loss of data or other service interruptions. For this reason, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Mike Baker Authenticated, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MIKE BAKER AUTHENTICATED, LLC MAKES NO WARRANTY THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MIKE BAKER AUTHENTICATED, LLC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

6. What Happens if You Break the Rules?

Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, any of your current listings, and any other information you place on the site if (i) you breach this Agreement, (ii) we are unable to verify or authenticate any information you provide to us or (iii) we believe that your actions may cause legal liability for you, our users, third-party service providers whose services are provided through our web site or us. Without limiting any other remedies, Mike Baker Authenticated, LLC may suspend or terminate your account if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our site.

7. Limit of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MIKE BAKER AUTHENTICATED, LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MIKE BAKER AUTHENTICATED, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, SAMPLES, DATA, INFORMATION OR SERVICES PURCHASES OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE HOWEVER ARISING, INCLUDING NEGLIGENCE

8. Indemnity.

You agree to indemnify and hold Mike Baker Authenticated, LLC and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand (including reasonable legal expenses and the expenses of other professionals) made by a third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

9. No Agency.

You and Mike Baker Authenticated, LLC are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement

10. Advertising & Financial Services.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Mike Baker Authenticated, LLC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service. If you intend to create or join any service, receive or request any news messages, alerts or other information from the Service concerning companies, stock quotes, investments or securities, please be advised Mike Baker Authenticated, LLC. shall not be responsible nor liable for the accuracy, usefulness or availability of any such information transmitted via the Service, and shall not be responsible nor liable for any trading or investment decisions made based on such information.

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Mike Baker Authenticated, LLC has no control over such sites and resources, you acknowledge and agree that Mike Baker Authenticated, LLC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Mike Baker Authenticated, LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

12. Force Majeure.

Mike Baker Authenticated, LLC shall not be liable to you for delays or failures in performance resulting from causes beyond our reasonable control, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.

13. Assignment.

Mike Baker Authenticated, LLC. may assign this Agreement

14. MBA Exchange Terms.

Once you become of member of MBA Exchange, you will be establishing a non-interest bearing transactional account with Mike Baker Authenticated, LLC. This account will only become activated once you agree to all of the terms and conditions set forth below: a. This account enables you to send Credits to other members of MBA Exchange, as well as add credits to your account. b. We reserve the right to decline your EFT service enrollment at anytime if you are in violation of any of the rules and regulations of Mike Baker Authenticated, LLC. set forth in the Terms of Use agreement. c. You may choose to fund your account by check, money order or credit card. All funds added via credit card are subject to a 3% surcharge d. Upon your request, Mike Baker Authenticated, LLC, LLC. will send you a check for any amount up to your available balance within 2 business days. All cash withdrawal requests are subject to a service charge, which will be deducted from each cash out payment (19%). Business days are Monday through Friday, excluding federal holidays. We consider Saturday, Sunday, and Monday as one Business Day and federal or state holidays as part of the Business Day, which follows the holiday. e. You represent and warrant that you are an owner and/or authorized user of your MBA Exchange account and that you have the authority to make transactions with respect to such account. You also take full responsibility for any transactions made at anytime with your account. f. You agree that Mike Baker Authenticated, LLC. is only providing a service that facilitates financial transactions over the Internet. All transactions using your account with other members are deemed to be cash transfers and you will not hold Mike Baker Authenticated, LLC. liable or responsible for any financial losses from such transactions. g. Mike Baker Authenticated, LLC. may obtain fees for the Service from transactions that are completed through the System. Mike Baker Authenticated, LLC. may charge maintenance fees to maintain keeping cards in the www.mbadiamond.com/exchange system.

15. Arbitration.

In the event that a dispute arises between the parties to this Agreement, it is hereby agreed that the dispute shall be referred to the American Arbitration Association (“AAA”) office in State of Maryland for arbitration in accordance with the AAA’s then current commercial Rules of Arbitration. The arbitrator’s decision shall be final and legally binding and judgment may be entered thereon. The costs and fees of the arbitration shall be awarded to the prevailing party. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit, including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.

16. Miscellaneous.

The Agreement constitutes the entire Agreement between you and Mike Baker Authenticated, LLC. and governs your use of the Service, superseding any prior written or oral Agreements between you and Mike Baker Authenticated, LLC. The Agreement shall be governed in all respects by the laws of the State of Maryland without regard to its conflict of law provisions. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.